Terms & Conditions of Purchase

1.Definitions

Bridgewell Truss LLC is referred to below as “Buyer.” “Buyer Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with Bridgewell Truss LLC, where “control” means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest. The vendor identified in the purchase order into which these Terms and Conditions are incorporated is referred to below as “Seller.” These Terms and Conditions of Purchase are referred to below as these “Terms and Conditions.” These Terms and Conditions and the purchase order into which they are incorporated are referred to collectively below as the “Purchase Order.” The materials, products, components and supplies to be purchased by Buyer under the Purchase Order are referred to below as the “Goods,” and include without limitation dimensional and structural lumber, metal connector plates, fasteners, hardware, wall panel and floor system components, hardware, packaging and any custom or specially fabricated items.

2.Entire Contract

Unless a separate written agreement is signed by both parties, the entire contract between Buyer and Seller is contained in the Purchase Order, except such other terms as may be specifically incorporated in the Purchase Order by reference. No alleged oral promises or conditions not set forth in the Purchase Order shall be binding upon Buyer or Seller, and any prior negotiations between the parties are merged into the Purchase Order.

3.Acceptance

Each Purchase Order shall be deemed accepted by Seller upon the earliest to occur of: (i) shipment of any portion of the Goods; (ii) written or electronic acknowledgement of the Purchase Order; or (iii) signature of the Purchase Order by Seller. Buyer’s offer to purchase is expressly conditional on Seller’s assent to all terms and conditions set forth herein. Any acceptance by Seller that is expressly conditional on Buyer’s assent to additional or different terms shall constitute a counter-offer subject to Buyer’s acceptance in writing, and performance by Seller following such counter-offer shall constitute Seller’s acceptance of Buyer’s terms and conditions as stated herein, and not Seller’s counter-offer.

4.Additional or Different Terms

Any additional or different term or condition stated by Seller in any quotation, acknowledgement form, invoice, packing list, delivery ticket, website, click-through, or in otherwise acknowledging or accepting the Purchase Order, is deemed by Buyer to be a material alteration of the Purchase Order and is hereby objected to and rejected by Buyer unless specifically accepted by Buyer in writing. Buyer’s acceptance of the Goods, or payment for the Goods, will not constitute acceptance by Buyer of any such additional or different terms or conditions not specifically accepted by Buyer in writing.

5.Prices and Price Changes

The prices stated in the Purchase Order are firm and are not subject to increase. Unless otherwise stated in the Purchase Order, prices include all costs of packaging, bundling, banding, loading, wrapping and handling, and delivery to the location specified on the face of the Purchase Order. Changes to Seller’s list prices must be communicated to Buyer a minimum of sixty (60) days prior to the planned incorporation date. Seller is also required to provide the proposed price list changes in an electronic spreadsheet file that includes the current price, the proposed new price and the percent variance (+/−) between the two prices. No price change is effective as to Buyer until accepted by Buyer in writing and reflected in a Purchase Order issued after the effective date of the change.

6.Invoicing, Payment and Extra Charges

Seller shall submit invoices referencing the applicable Purchase Order number, item numbers, quantities and delivery location. Payment terms are as stated in the Purchase Order or in the applicable supply or credit agreement between the parties. No extra charges of any kind—including handling, expediting, fuel, packaging, pallet, environmental, minimum-order or similar surcharges—will be allowed for Buyer’s account unless specifically agreed to by Buyer in writing in advance. Seller is responsible for all taxes measured by its own income, receipts, property or payroll. Payment by Buyer does not constitute acceptance of the Goods, and Buyer may withhold payment of any amount reasonably disputed in good faith pending resolution.

7.Delivery; Time of the Essence

Time is of the essence. The Goods are to be shipped within the shipping period stipulated in the Purchase Order or as otherwise specified and agreed to by Buyer in writing. In the event Seller fails to make shipment strictly in accordance with the delivery terms of the Purchase Order, Buyer, at Buyer’s option, may cancel the unshipped balance of the Goods without liability, procure substitute goods from other sources and charge Seller the excess cost of such cover, and pursue any and all other remedies at law or in equity for breach of contract against Seller. Buyer may reject or return, at Seller’s expense, any quantity shipped in excess of or short of the quantity ordered, and any Goods delivered materially in advance of the scheduled delivery date. Seller shall notify Buyer immediately upon becoming aware of any actual or anticipated delay.

8.Packaging, Marking and Shipping Documents

Seller shall package, bundle, band, wrap and load the Goods so as to prevent damage, moisture intrusion, staining and distortion in transit and to permit safe and efficient unloading at Buyer’s facility. Each shipment must be accompanied by a packing list or tally showing the Purchase Order number, item description, grade, species, quantity and unit of measure, together with any mill certification, grade documentation, evaluation report reference or safety data sheet required under these Terms and Conditions. Goods classified as hazardous must be labeled, marked and shipped in compliance with all applicable law.

9.Title and Risk of Loss

Unless the Purchase Order expressly states otherwise, delivery terms are F.O.B. Buyer’s designated delivery location, and title and risk of loss pass to Buyer upon completion of unloading and acceptance at that location. Seller bears all risk of loss or damage to Goods rejected by Buyer from the time of rejection.

10.Inspection

Buyer shall have the right to inspect and test the Goods at any reasonable time and place, including at Seller’s or its supplier’s premises.

(a) Final acceptance or rejection of the Goods shall be made as promptly as reasonably practical after delivery to the ultimate destination, except as otherwise provided in the Purchase Order, but failure to inspect and accept or reject the Goods or any part thereof, or failure to detect defects by inspection, shall neither relieve Seller from responsibility for such of the Goods as are not in accordance with the requirements of the Purchase Order nor impose liabilities on Buyer therefor.

(b) If any inspection or test is made on the premises of Seller or its supplier, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties.

11.Nonconforming Goods

If any Goods are defective or otherwise fail to conform to the requirements of the Purchase Order, Buyer may, at its option and at Seller’s risk and expense: (i) reject the Goods or revoke a prior acceptance; (ii) require Seller to promptly repair or replace the Goods; (iii) return the Goods for full credit or refund, including freight both ways; or (iv) accept the Goods at an equitable price reduction. Nonconforming Goods shall not be counted against the quantity ordered. Buyer’s remedies are cumulative and in addition to all other remedies available at law or in equity.

12.Warranties

Seller makes the following warranties, which are in addition to any other warranties express or implied, run to Buyer, its successors and assigns, and its customers and the end users of the Goods, and survive inspection, testing, installation, acceptance and payment:

(a) Seller warrants that all Goods sold hereunder or pursuant hereto shall conform to the specifications set forth in the Purchase Order and be free from defects, liens, encumbrances and patent infringements, and that Seller conveys good and marketable title.

(b) Seller warrants and represents that all of the Goods will be of merchantable quality, free from all defects in design, workmanship and materials, and will be fit for the particular purposes for which they are purchased, and that the Goods shall be provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Buyer.

(c) Seller warrants and guarantees that the design, manufacture and packaging (including all weights, measures, signs, legends, descriptions, label warnings and disclaimers), pricing and other conditions of sale of the Goods comply with all applicable federal, state and local laws, codes, ordinances, rules, regulations and requirements of the country of origin, the country of transit, and the jurisdiction of intended sale or use. Inspection or approval by Buyer of any of Seller’s designs, materials or packaging shall not relieve Seller from any of its warranty obligations.

(d) Seller agrees that Buyer may freely assign these warranties and any other warranty made by Seller to Buyer’s customers and to the owners of structures in which the Goods, or components manufactured by Buyer incorporating the Goods, are installed.

(e) Any attempt by Seller to limit, disclaim, or restrict any warranties or remedies of Buyer, by acknowledgement or otherwise in accepting or performing the Purchase Order, shall be null, void and ineffective without Buyer’s written consent.

13.Lumber Grading, Design Values and Moisture Content

Seller warrants that all lumber furnished is grade-marked by, and manufactured under the supervision of, an agency accredited by the Board of Review of the American Lumber Standard Committee, conforms to U.S. Product Standard PS 20 and the applicable grading rules for the species and grade specified, and supports the published design values for that species and grade as recognized in the National Design Specification for Wood Construction and applicable building codes. Unless otherwise specified in the Purchase Order, lumber shall be kiln dried to a maximum moisture content of nineteen percent (19%). Seller shall not substitute species, grade, size or treatment without Buyer’s prior written approval, and shall furnish mill certifications and design value documentation upon request.

14.Anti-Stain and Mold Treatment

Seller warrants that an anti-stain treatment designed to prevent and retard mold has been applied to green lumber with a moisture content of twenty percent (20%) or higher. Seller agrees to regularly provide Buyer with further information confirming such applications, and to promptly notify Buyer of any change in the treatment chemistry, application method or supplier.

15.Connector Plates, Fasteners and Engineered Products

Seller warrants that all metal connector plates, hangers, fasteners, straps and engineered wood products conform to the specifications in the Purchase Order, to ANSI/TPI 1 (as applicable), and to the current evaluation report or code report under which the product is listed, and that the steel used in connector plates and hardware meets the specified ASTM standard, gauge and galvanized coating designation. Seller shall furnish current evaluation report numbers, mill test reports and certificates of conformance upon request. Seller shall give Buyer prior written notice of any change to a product, its evaluation report, its listed capacities, or its manufacturing location, and shall not substitute any product without Buyer’s prior written approval.

16.Responsible Fiber Sourcing

As a supplier partner to Buyer, Seller agrees to continuously strive to procure and provide products whose wood fiber is sourced only from legally harvested, well-managed and sustainable forests. Upon request, Seller shall provide written certification of its compliance with applicable laws, including the U.S. Lacey Act, and such other documentation as to the origin, species and chain of custody of its products as may be required by Buyer or Buyer’s customers.

17.Safety Data Sheets

Safety data sheet (SDS) documentation must be supplied to Buyer for all materials so classified under the OSHA Hazard Communication Standard, 29 C.F.R. § 1910.1200, and any equivalent state standard. Seller shall furnish the SDS prior to or with the first shipment of the material and shall furnish revised documentation promptly upon any revision.

18.Product Data and Reporting

Seller must provide the most recent product catalog in an electronic spreadsheet to its assigned representative from Buyer’s purchasing department. Seller must submit a volume shipped report to that representative every quarter, and at such other times as Buyer’s representative may reasonably request.

19.Changes

Buyer may at any time, by written notice, make changes to the quantity, specifications, drawings, method of shipment or place or time of delivery of the Goods. If any such change causes a material increase or decrease in Seller’s cost or the time required for performance, an equitable adjustment shall be made, provided that Seller notifies Buyer in writing of its claim for adjustment, with supporting documentation, within ten (10) days after receipt of the change notice. No change is binding upon Buyer unless made in writing by an authorized representative of Buyer.

20.Cancellation and Termination for Convenience

The Purchase Order can otherwise be cancelled or rescinded only by a writing signed by both of the parties, except as otherwise expressly provided in these Terms and Conditions. Buyer may terminate all or part of any Purchase Order at any time prior to shipment by providing written notice to Seller. Such termination shall be without cost, expense or liability to Buyer; provided, however, that if the order includes any custom or special order items that cannot reasonably be resold by Seller to other customers, and if fabrication has already commenced or cannot be terminated without additional out-of-pocket cost to Seller, then Buyer shall, at its election, either (i) pay the reasonable, documented out-of-pocket costs incurred by Seller to cancel or terminate such custom or special order, or (ii) pay the specified price for such items and take delivery thereof as scheduled. Notwithstanding the foregoing, if Buyer terminates such order as the result of Seller’s failure to meet the defined schedule, specifications or performance requirements for such order as established by Buyer or Buyer’s customer, then Buyer shall not be required to pay any such out-of-pocket or associated costs. Seller may terminate all or part of any Purchase Order effective thirty (30) days following written notice if Buyer fails to make payments to Seller for delivered and accepted Goods according to the terms defined within the applicable supply agreement or credit agreement between Seller and Buyer after reasonable and documented effort has been made to collect.

21.Governmental Action, Duties and Trade Measures

In the event of U.S. or foreign government intervention, trade restrictions and/or quotas which may delay or prevent delivery of the Goods or any part thereof, Buyer, at Buyer’s option, may cancel the unshipped balance of the Goods without liability. In the event any of the Goods shall become subject to any governmental fees or duties not presently in effect, or to any increase in any existing fee or duty, including any antidumping duty, countervailing duty, tariff or Section 232 or Section 301 measure, Buyer, at Buyer’s option, may cancel the unshipped balance of the Goods without liability.

22.Default

Seller shall be in default if it fails to deliver conforming Goods on schedule, breaches any warranty, fails to maintain the insurance required by these Terms and Conditions, or otherwise fails to perform any material obligation under the Purchase Order and does not cure such failure within five (5) days after written notice. Upon default, Buyer may terminate the Purchase Order in whole or in part without liability, procure substitute goods and recover from Seller the excess cost of cover, and pursue any and all remedies at law or in equity. The remedies in this Section 22 are in addition to, and do not limit, the rights and remedies expressly stated in Section 7 (Delivery), and no cure period shall apply to Seller’s failure to meet delivery schedules where Buyer exercises its rights under Section 7.

23.Insolvency

If Seller ceases to conduct its operation in the normal course of business, including inability to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller, Buyer may terminate the Purchase Order without liability.

24.Indemnification

To the maximum extent permitted by applicable law, Seller shall defend, indemnify and hold harmless Buyer and its directors, officers, members, managers, employees, agents and customers from and against any and all claims, lawsuits, fines, losses, civil penalties or actions, costs, liabilities, damages and expenses (including attorneys’ fees and expert fees), whether direct, consequential or incidental, incurred or to be incurred, which may be brought against Buyer by any person, corporation, government, government agency, class or any other entity whatsoever, arising or alleged to have arisen out of: (a) the death or injury to any person (including any employee or agent of Seller) or damage to property which resulted or is alleged to have resulted from any acts or omissions, including negligence, of Seller, its employees, agents, contractors, subcontractors and/or any other persons for whose conduct it may be or is alleged to be legally responsible, or from the Goods or their marketing, sale, rental, installation or use; (b) the failure of Seller to fully comply with any warranties, guarantees or representations of Seller hereunder, including the failure of Seller to comply with all applicable laws; (c) any breach or alleged breach of the Purchase Order; (d) the Goods, including without limitation any damages resulting from mold or fungal growth present on or arising from the Goods; or (e) the infringement of any patent, design, trade name, trademark, copyright, trade secret or any other right or entitlement of a third party; provided that, to the extent this Section 24 is subject to N.C. Gen. Stat. § 22B-1, Seller’s indemnification obligation under this Section 24 shall not extend to that portion of any death, injury, damage, claim, loss or expense proximately caused by the negligence, in whole or in part, of Buyer or its directors, officers, members, managers, employees or agents. In connection with damage to property of Buyer, Buyer Affiliates or their respective customers, Seller agrees to maintain insurance coverage for property in Seller’s care, custody or control.

25.Defense and Settlement of Claims

Buyer shall cooperate in the defense of any claim for which indemnity is sought under these Terms and Conditions. Seller shall maintain control of the defense of any action brought pursuant to this section, but Seller agrees to comply with the following requirements in connection with the conduct of the defense of any claim in which Buyer has been named a party: (i) Seller shall choose defense counsel that is reasonably satisfactory to Buyer; and (ii) Seller shall use reasonable efforts to keep Buyer informed of all material information pertaining to the claim. Seller shall not enter into any settlement or compromise of the claim that would result in injunctive relief, financial liability or the admission of liability by Buyer without first obtaining Buyer’s prior written consent. If Buyer determines that separate counsel is appropriate, Buyer will be entitled to retain separate counsel at Seller’s expense.

26.Insurance

Seller shall procure and maintain, at its sole expense, the insurance coverage detailed below in the forms and amounts described, including without limitation commercial general liability insurance with products liability, completed operations and contractual liability coverage, in each case on an occurrence basis. Seller further agrees that upon notice of a claim against Buyer involving Goods sold by Seller to Buyer, Seller will immediately and without delay notify all applicable insurance carriers providing coverage for said claim, and thereafter will keep Buyer fully informed of all activity, including providing Buyer with all correspondence and action taken with regard to any claim by any insurance carrier. Seller shall provide, or require that its insurer provide, to Buyer thirty (30) days’ prior written notice of non-renewal, cancellation or other change in coverage which may impair or otherwise affect Buyer’s rights thereunder. All insurance shall be written by an insurance company rated in the most recent edition of Best’s Key Rating Guide (Property-Casualty edition), or such other rating agency guide reasonably acceptable to Buyer, as the equivalent of A‑VII or better. The purchase of insurance and the furnishing of certificates as required in these Terms and Conditions shall not be in satisfaction of Seller’s obligations hereunder or in any way modify or limit Seller’s agreement to indemnify, defend and hold Buyer harmless as required herein.

The insurance coverage shall satisfy the following minimum standards. Seller shall furnish certificates of insurance evidencing the coverage required by this section within ten (10) business days after Buyer’s request.

Coverage	Minimum Limits	Required Provisions
Commercial General Liability	$2,000,000 each occurrence $2,000,000 general aggregate	Occurrence-based; includes products — completed operations and contractual liability. Additional insured endorsement required.
Automobile Liability	$2,000,000 combined single limit	Must cover all owned, hired, scheduled and non-owned autos.
Workers’ Compensation	Statutory limits	Required in every state in which Seller performs work or employs personnel.
Employer’s Liability	$1,000,000 each accident / disease	Waiver of subrogation in favor of Buyer required.
Umbrella / Excess Liability	$5,000,000 each occurrence	Required where Seller or its carriers enter Buyer’s premises or perform work on site.

27.Confidentiality and Publicity

Seller shall hold in confidence all non-public information disclosed by Buyer, including truss and component designs, layouts, engineering drawings, sealed design drawings, production data, pricing, volumes, customer lists and project information, and shall use such information solely to perform the Purchase Order. Seller shall not issue any press release or otherwise publicly reference Buyer, or its customers without Buyer’s prior written consent. This section does not apply to information that is or becomes publicly available through no fault of Seller or that Seller is compelled to disclose by law, provided Seller gives Buyer prompt notice sufficient to permit Buyer to seek a protective order. The obligations of this section shall survive for a period of five (5) years following the termination or expiration of the last Purchase Order between the parties. Upon Buyer’s request following such termination, Seller shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

28.Limitation of Buyer’s Liability

In no event shall Buyer be liable to Seller for any indirect, incidental, special, consequential or punitive damages, including lost profits, loss of business or loss of goodwill, arising out of or in connection with the Purchase Order, regardless of the theory of liability, whether in contract, tort, strict liability or otherwise. Buyer’s total aggregate liability under or in connection with any Purchase Order shall not exceed the total price paid or payable by Buyer for the specific Goods giving rise to the claim under that Purchase Order.

29.Intellectual Property Ownership

All inventions, designs, drawings, specifications, tooling, molds, patterns, software and other intellectual property (collectively, “Work Product”) created or developed by Seller specifically for Buyer in connection with the Purchase Order, or funded in whole or in part by Buyer, shall be the sole and exclusive property of Buyer. Seller hereby assigns, and shall cause its employees and subcontractors to assign, to Buyer all right, title and interest in and to such Work Product, including all patents, copyrights, trade secrets and other intellectual property rights therein. Seller shall execute such additional documents as Buyer may reasonably request to perfect Buyer’s ownership. All designs, drawings, specifications and engineering data furnished by Buyer to Seller remain Buyer’s property, shall be used by Seller solely to perform the Purchase Order, and shall be returned to Buyer upon completion or termination.

30.Audit Rights

Buyer and its designated representatives shall have the right, upon reasonable prior notice and during normal business hours, to audit and inspect Seller’s books, records, facilities, processes and quality management systems relating to performance of the Purchase Order, including records relating to pricing, sourcing, grading, quality control, chain of custody, and compliance with applicable law. Seller shall retain all such records for a period of not less than three (3) years following completion of any Purchase Order. Seller shall cooperate fully with any such audit.

31.Compliance with Laws

Seller shall comply, and shall ensure that its subcontractors and agents comply, with all applicable federal, state, local and foreign laws, statutes, regulations, ordinances, codes and orders, including without limitation: (a) the U.S. Foreign Corrupt Practices Act and all anti-bribery and anti-corruption laws; (b) all applicable trade, export control and sanctions laws, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC); (c) all applicable environmental, health and safety laws; (d) all applicable labor and employment laws, including laws prohibiting human trafficking and forced labor; and (e) all applicable data protection and privacy laws. Seller shall, upon request, provide Buyer with certificates, audit reports, or other evidence of compliance. Violation of this section shall constitute a material breach entitling Buyer to immediate termination without liability.

32.Equal Employment Opportunity

By entering into the Purchase Order the parties agree, to the extent applicable, to comply with all federal, state and local equal employment opportunity and nondiscrimination laws, including the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 and Section 503 of the Rehabilitation Act of 1973, and the equal opportunity clauses at 41 C.F.R. §§ 60‑300.5(a) and 60‑741.5(a), which are incorporated herein by this reference.

33.Business Ethics; Gifts and Incentives

Buyer expects all of its employees and Sellers to conduct themselves and associated business transactions with the highest levels of honesty, integrity and ethical behavior. As such, all incentive programs, rewards, trips, gifts and similar benefits offered to Buyer’s personnel must have the appropriate approval of Buyer’s purchasing management prior to acceptance or participation. Seller shall not offer or provide any bribe, kickback or improper payment in connection with the Purchase Order and shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

34.Independent Contractor

Seller is an independent contractor. Nothing in the Purchase Order creates any partnership, joint venture, agency, franchise or employment relationship between the parties, and neither party has authority to bind the other.

35.Assignment and Subcontracting

Seller may not assign the Purchase Order, or delegate or subcontract any material portion of its performance, without Buyer’s prior written consent, and any purported assignment without such consent is void. Buyer may assign the Purchase Order to any Buyer Affiliate or to any successor to its business or assets.

36.Set-Off

Buyer shall be entitled at all times to set off any amount owing at any time from Seller to Buyer in connection with the Purchase Order or any other transaction.

37.Modification and Waiver

The Purchase Order can be modified only in writing signed by both of the parties, except as otherwise expressly provided in these Terms and Conditions. No waiver of the breach of any provision of the Purchase Order shall be deemed a waiver of any succeeding breach, nor shall such waiver be deemed to be a modification of the terms hereof.

38.Notices

All notices required under these Terms and Conditions shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses stated on the face of the Purchase Order, and are effective upon receipt. Routine operational communications, including Purchase Order acknowledgements, delivery notices and reports, may be transmitted by the electronic methods approved by Buyer.

39.Dispute Resolution

Any controversy or claim arising out of, or relating to, the Purchase Order, or any breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby agree that any arbitration proceedings shall be conducted in Charlotte, North Carolina, U.S.A., before a single arbitrator. In connection with any arbitration proceeding, each party shall pay (a) one-half of the arbitrator’s fees and any administrative charges associated with the proceeding, and (b) all of its own attorney and other professional fees and costs. All claims must be brought in the party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to protect its confidential information or intellectual property pending arbitration. Notwithstanding the foregoing fee allocation, this section does not limit Seller’s obligation to pay Buyer’s attorneys’ fees and costs under Section 24 (Indemnification) or any other provision of these Terms and Conditions that expressly provides for fee-shifting.

40.Governing Law and General

The rights and obligations of the parties under the Purchase Order shall be governed by the laws of the State of North Carolina, U.S.A. in effect as of the date of the Purchase Order, including without limitation the provisions of the North Carolina Uniform Commercial Code, but without regard to conflicts of law principles. The 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended, shall not apply to the Purchase Order. If any provision of the Purchase Order is determined by any court or arbitrator to be unenforceable, the provision shall be deleted or limited to the minimum extent necessary, and the balance of the Purchase Order shall remain binding upon the parties. Section headings are for convenience only and do not affect interpretation. The Purchase Order may be executed and delivered in counterparts and by facsimile, scanned image or electronic signature, each of which shall be treated as a binding original.

41.Survival

The provisions of these Terms and Conditions relating to warranties, nonconforming Goods, indemnification, defense and settlement of claims, insurance, confidentiality, limitation of liability, intellectual property ownership, audit rights, compliance with laws, set-off, dispute resolution and governing law survive delivery, inspection, acceptance, payment, expiration and termination of the Purchase Order.