Purchase Order Terms and Conditions

Version dated July 28, 2025

These Purchase Order Terms and Conditions (“Terms and Conditions”) are incorporated in and form a part of the Purchase Order for the provision of Goods or performance of Services to which they are attached or in which they are incorporated by reference. For the purpose of these Terms and Conditions, the “Buyer” shall be the entity acquiring Goods or Services pursuant to the Purchase Order and the term “Seller” shall refer to any party which, by means of the Purchase Order, contracts with Buyer to provide Goods or perform Services (Goods and Services together, the “Work”). Collectively, Buyer and Seller may be referred to as the “Parties,” or individually as a “Party”.

The Purchase Order will

(a) describe the goods or services to be provided;

(b) provide a quantity or amount of goods (or services where applicable);

(d) set the price for the goods and / or services.

Acceptance of these Terms and Conditions may only be on the terms stated herein, except as otherwise specifically authorized in writing by Buyer. Any unauthorized modification by Seller of the Terms and Conditions shall have no force or effect and Seller hereby agrees that any such modifications not authorized by Buyer shall not constitute a part of the Terms and Conditions.

“Goods” shall mean the products, merchandise, equipment, material, or supplies for which a Purchase Order has been issued. “Services” shall mean all tasks, activities, functions, solutions, assistance, support, or operations provided, performed, or rendered by the Seller for the benefit of the Buyer pursuant to the Purchase Order to which these Terms and Conditions apply.

1. ACCEPTANCE OF PURCHASE ORDER

Seller's written acceptance or confirmation of the Purchase Order, commencing performance of the Services, or shipment of the Goods shall constitute acceptance of the Purchase Order and these Terms and Conditions, and a binding contract between Buyer and Seller shall be formed by such actions. No additional or inconsistent provision in Seller's acceptance or confirmation shall be effective unless accepted in writing by an authorized representative of Buyer. Seller’s quotation is incorporated in and made a part of this Agreement only to the extent of specifying the nature and description of the Goods and/or Services ordered, and then only to the extent that such items are consistent with the other terms of these Terms and Conditions.

2. WORK AND CONSIDERATION

Seller shall perform the Work as specified in the Purchase Order during the period set forth in the Purchase Order, or as otherwise agreed in writing between Buyer and Seller. Seller agrees to provide the labor, materials, and equipment and to perform the Work pursuant to these Terms and Conditions, for the consideration and at the location set forth in the Purchase Order. Seller's acceptance of payment for amounts invoiced shall constitute a waiver of all claims by Seller with respect to the Work covered by such invoice.

3. PACKAGING AND SHIPPING OF GOODS

All packages containing Goods, including without limitation, barrels, boxes, bags, crates, drums, kegs, reels, containers, or other packages, must be tagged or marked with Seller's name and the Buyer's Purchase Order number, and if applicable, the Seller's identification number for the shipped Goods. Seller shall pack and ship Goods to prevent damage, to meet the carrier's requirements, and in accordance with applicable law and industry standards. Detailed packing slips will accompany all shipments. Seller will pay expenses incurred in handling due to failure to comply with these terms. Packages and packing material will not be returned to Seller unless specifically set forth in the Purchase Order.

Bills of lading, express receipts, shipping lists, and other papers relating to the shipment must be included with the shipment or otherwise sent to Buyer on the day shipment is made and shall bear the Buyer's Purchase Order number. All shipping and invoice requirements must be completed within every individual shipment. Seller to notify Buyer when the Goods are ready to ship. Buyer to approve and confirm all shipping details prior to shipping.

The Purchase Order issued by Buyer or a Master Supply Agreement between the Parties may provide additional instructions for the shipping and packing. Seller agrees to comply with those additional instructions.

4. DELIVERY AND INSPECTION OF GOODS

If the shipping date is estimated at the time of acceptance of the Purchase Order, Seller must notify Buyer as soon as possible when shipment of the order will be made. If Seller cannot deliver all Goods as specified in the Purchase Order, it must advise Buyer immediately. Substitutions or any change in the prices stated in the Purchase Order shall not be binding on Buyer unless authorized by Buyer in writing, and Buyer will bear no responsibility for unauthorized substitution of Goods or change in prices under said Purchase Order.

Unless expressly stated otherwise in the Purchase Order, all Goods are to be shipped Ex Works (also designated as EXW) (2020 INCOTERMS), and the place of delivery shall be the Buyer's designated facility. For any order that uses a delivery term other than Ex Works, the Seller shall tender delivery in the manner provided in the Purchase Order or as instructed by an authorized representative of the Buyer at the place of delivery. Seller shall prepay all transportation expenses. Title and risk of loss or damage of the Goods shall pass to the Buyer upon acceptance at Buyer's facility unless agreed otherwise in the Purchase Order.

Buyer will have a reasonable time after receipt of Goods and/or Services and before payment to inspect and test them for conformity. If necessary and agreed with Seller in advance, Buyer may also inspect the manufacture of Goods or performance of Services at Seller's facilities. Neither payment nor inspection of the Work nor continued use of the Work will constitute acceptance or a waiver of any of Buyer's rights or remedies, or Seller's warranties.

5. ACCEPTANCE AND REJECTION

Buyer reserves the right to accept or reject Work ordered under any Purchase Order after the delivery for failure to comply with the requirements of the Purchase Order. In the event of nonconformity, Buyer shall have the right, at its discretion, to (a) reject the Work and cancel the affected Purchase Order, (b) require that such Work be replaced or repaired, where possible, within a reasonable period at Seller's risk and expense (including shipping charges), or (c) if Buyer has already paid Seller for the Work, require Seller to issue a refund or credit to Buyer for the amount paid for the rejected Work. Any notice of rejection issued by Buyer under this Section will include a reasonable description of the deficiencies. If, after acceptance of the Work, the Buyer discovers a defect that could not have been identified through routine inspection, the Buyer may revoke acceptance and said Work will be treated as rejected Work in accordance with this paragraph.

6. STANDARD OF CARE

Seller shall perform the Work in a timely manner and in accordance with the highest standards of professional care, skill, diligence, and competence applicable to the nature of the Services, as well as all practices, methods, and techniques that are generally accepted in the relevant industry. Seller shall ensure that the Work is performed pursuant to these Terms and Conditions and is free from errors. Seller shall be responsible for all means, methods, techniques and procedures of the Work and the acts and omissions of all its employees, agents, subcontractors, and other persons performing the Work.

7. INVOICING

Only invoices received through email to the invoice address (accounting@rondo.com) will be considered received. An invoice to any other Buyer contact does not constitute receipt; however, a courtesy copy of any invoice may be sent to the Buyer point of contact as stated in the Purchase Order. Invoices must be addressed to the Buyer company being billed. When supporting documentation is required, invoices sent for payment without supporting papers will not be paid until all necessary documentation is received. The date of receipt of an invoice will be determined by the receipt of all supporting documentation. All invoices must be received within 90 days of the delivery of the Goods or Services ordered under a Purchase Order. Any late invoices will not be paid, and Seller affirmatively waives any claim for payment for late delivered invoices and documentation.

Invoices must include the Purchase Order number, or the invoice will be rejected, and payment delayed. Invoice quantities and values must not exceed those indicated in the Purchase Order.

Otherwise, Seller shall request Buyer authorize a change order for the Purchase Order before invoicing. Seller shall send only one invoice attachment per electronic submission.

If the invoice submitted does not comply with these requirements, Buyer's Accounts Payable department (AP) will send Seller a notification. To avoid duplicate invoices in Buyer's process, Seller shall not send a revised copy of the invoice unless requested by Buyer's AP department.

8. PAYMENT TERMS

Unless different payment terms are expressly stated in the Purchase Order or already established between the Parties, all correct and complete undisputed invoices shall be paid within forty-five (45) calendar days of receipt of the invoice by the Buyer's Accounts Payable department (AP). Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under the Purchase Order.

9. WARRANTY

With respect to Goods, Seller represents and warrants that: (a) the Goods are new and first-class quality, and manufactured with new, never used components, unless otherwise stated in the Purchase Order; (b) the Goods are in good working order, in conformity with the specifications provided in the Purchase Order or other relevant documentation; (c) the Goods are merchantable and fit for the particular purpose specified by the Buyer or otherwise known to Seller; (d) the manufacture and sale of the Goods to the Buyer is in compliance with all applicable international, federal, state, municipal, and local laws, statutes, ordinances, rules, regulations, and orders; (e) the Goods are free and clear of any intellectual property right infringement or misappropriation; (f) to the extent Goods include software code, such coding is up-to-date and that the Goods contain no harmful code; (g) Seller has disclosed to Buyer in writing the existence of any third-party code, including open-source code, that is included in or is provided in connection with the Goods and that Seller and the Goods are in compliance with all licensing agreements applicable to such third-party code; and (h) Seller is transferring good and marketable title to the Goods, free and clear of all pledges, liens, charges, encumbrances, or claims of any kind. Seller warrants the Goods for the shorter of (a) twelve (12) months from the date of commercial use of the Goods (measured from the project commercial operation date where the goods are installed in or incorporated into a Rondo Heat Battery project) and (b) twenty-fours (24) months from the delivery the Goods (“Warranty Period”). If during this Warranty Period, the Goods fail to conform in any manner to this warranty, Seller shall promptly repair, replace, or otherwise make good, at its own expense to the satisfaction of Buyer, any such nonconforming Goods. If the Seller is required to replace the Goods, the Warranty Period shall be extended for an additional twelve (12) months from the date such Goods are repaired/replaced.

With respect to Services, Seller represents and warrants: (a) that Seller shall perform Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations contemplated in the Purchase Order; (b) Seller shall perform such Services in conformance with the specification and requirements in the Purchase Order; (c) all deliverables and their use are free and clear of any intellectual property right infringement; and (d) the performance of Services will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction. Notwithstanding acceptance by Buyer, if, within twelve (12) months from the date of completion, the Services prove to be inadequate or defective, they shall be promptly re-performed to the standards required by this article by and at the sole expense of Seller. The warranty on reperformed Services shall not expire prior to twelve (12) months from the date of completion of Seller's corrective action.

10. GENERAL INDEMNITY

To the fullest extent allowed by law, Seller shall indemnify, defend, and save harmless Buyer, its Affiliates, and their respective officers, directors, members, employees, agents, representatives, successors, contractors, customers, and permitted assigns (“Indemnified Parties”) from and against any and all demands, damages, losses, liabilities, claims, and causes of action, including attorney fees and court costs, arising out of or in connection with Seller's performance or failure to perform the Purchase Order under these Terms and Conditions, including without limitation, any act or omission causing bodily injury, death, or damage to property, or failure to comply with applicable law. Seller further agrees that money due to Seller may be retained by Buyer until all such claims or suits shall have settled in full and evidence to that effect is furnished to the satisfaction of Buyer. This indemnity shall survive delivery of Goods and completion of Services rendered hereunder. Buyer may require Seller to defend any suits concerning the foregoing whether justified or not, and Buyer shall have the right to hire its own respective counsel.

Nothing in those documents shall require indemnification as to any claims against Buyer by its employees arising under applicable workers' compensation law. This indemnity obligation does apply, however, to claims against Buyer by Seller's employees. To the extent that Seller might otherwise be immune from indemnifying Buyer under applicable workers' compensation law, Seller hereby expressly waives this immunity. Moreover, Seller expressly waives any subrogation rights it may have arising from any claim brought by its employees against Buyer for injuries allegedly sustained while performing the Work required under the Purchase Order.

11. IP INDEMNIFICATION AND LICENSE

The Seller shall indemnify, defend, and hold harmless the Indemnified Parties from any and all demands, damages, losses, liabilities, claims, and causes of action, including attorney fees and court costs, arising out of or in connection with alleged misappropriation or infringement of any intellectual property right based on the use or disposition by the Indemnified Parties of the Work. Seller guarantees that it has full right, power and authority to sell the Work ordered, or will have such power, right and authority before the Purchase Order is filled. The Seller grants to Buyer, and the Buyer hereby obtains, an irrevocable, perpetual, worldwide, paid-up, royalty-free license, including the right to grant and authorize sublicenses, under Seller's intellectual property rights to fully use and enjoy the Work, including, but not limited to, the right to possess and use any and all blueprints, drawings, specifications or other information submitted by Seller either as a part of the Seller's proposal prior to the Purchase Order or in the Seller's performance thereunder. In case the use or enjoyment of any Work is enjoined, the Seller shall at its own expense either (a) procure for the Buyer the right of continued use, (b) replace the same with non-infringing Work of equal capabilities and efficiency, or, if neither is achievable, (c) refund Buyer for the total cost of the loss of use of the Work so enjoined. The indemnifications and licenses herein shall survive (a) delivery of Goods and completion of Services rendered hereunder, and (b) any termination of, breach of or dispute relating to the Purchase Order.

12. OWNERSHIP OF WORK PRODUCT

Unless expressly stated otherwise in the Purchase Order, Master Supply Agreement, or other written agreement between the Parties, all work product, documents, data, drawings, inventions, know-how, information, and other materials conceived, discovered, developed, or created by Seller (alone or with others) in the performance of the Purchase Order (collectively, the “Work Product”) shall be owned exclusively by the Buyer. To the greatest extent permitted by law, all such Work Product shall be deemed to be a “work made for hire” and owned exclusively by the Buyer. To the extent any Work Product is not deemed a work made for hire, Seller hereby unconditionally and irrevocably transfers and assigns to the Buyer all right, title, and interest in or to any Work Product, including all associated intellectual property rights (e.g., copyrights, patents, trade secrets, and trademarks, and rights of priority and application).

Seller retains no rights in the Work Product and shall not challenge Buyer’s ownership or rights in or to the Work Product. Seller agrees to execute, at Buyer’s request and expense, all documents reasonably necessary to evidence, record, or enforce Buyer’s rights in the Work Product, and hereby appoints Buyer as its attorney-in-fact to execute such documents on Seller’s behalf, which appointment is coupled with an interest.

To the extent Seller has any rights in the Work Product that cannot be assigned (including moral or similar rights), Seller hereby irrevocably waives such rights to the maximum extent permitted by law and grants to Buyer an exclusive, worldwide, perpetual, royalty-free, sublicensable license to use, modify, reproduce, publicly display, distribute, and create derivative works of the Work Product in any medium.

Seller shall not incorporate into the Work Product any preexisting intellectual property owned by Seller or a third party (“Preexisting IP”) without Buyer’s prior written consent identifying such Preexisting IP. If any Preexisting IP is used or incorporated, Seller grants Buyer a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license (with full rights to sublicense) to use, reproduce, modify, and distribute such Preexisting IP as part of the Work Product.

13. CONFIDENTIALITY

Seller shall treat the Purchase Order, these Terms and Conditions, all Work Product, and all information and materials provided to Seller in connection with the Purchase Order (“Confidential Information”), as strictly confidential in every respect, and shall only use such Confidential Information in the performance of the Purchase Order and not for its internal or external use or for any other customer. Seller shall maintain the secrecy of all Confidential Information with the same degree of care that Seller normally undertakes for the protection of its own confidential information, but in any event, no less than reasonable care. Seller shall refrain from any publicity or advertising concerning the provision of any Work hereunder without Buyer's prior written approval. Failure by Seller to abide by its confidentiality obligations shall be considered a breach, which shall permit the Buyer to terminate the Purchase Order immediately, and the Buyer shall incur no further liability with regard to the Purchase Order. Seller's obligations of confidentiality shall survive completion of the Work and termination of the Purchase Order but shall not apply to the extent the Confidential Information is in the public domain through no fault of Seller, or already in the possession of Seller before receipt from the Buyer in the performance of Work under the Purchase Order.

14. FORCE MAJEURE

If because of Force Majeure (as defined below), either Party is unable to carry out any of its obligations under a Purchase Order, then the obligations of the affected Party shall be suspended to the extent made necessary by the Force Majeure and during its continuance, provided however, that the Party giving such notice shall use commercially reasonable efforts to mitigate the effects of such Force Majeure on the other Party. “Force Majeure” is defined as an event that was not foreseeable as of the date of execution, was beyond the reasonable control of, and without the fault or negligence of the party affected by the Force Majeure, and which event such party could not have avoided by the exercise of due diligence and reasonable care. Events of Force Majeure may include, but are not limited to, the following: act of God; explosion; fire; flood; drought; epidemic; earthquake; storm; riot; insurrection; blockade; war or other hostilities; strike, lockout or other industrial disturbance of a general nature, not specifically targeted to the Affected Party; act or restraint of governmental authority. Lack of funding or financial capability is not Force Majeure event. Notwithstanding the foregoing, impacts related to the coronavirus COVID-19 or any other pandemic, a declaration of pandemic, delays in transportation because of ongoing disputes affecting major transaction routes, or material price increases alone cannot and will not be considered causes to declare Force Majeure. Seller shall submit all Force Majeure claims in writing to the Buyer within 24 hours, or as soon as possible if the notification is itself delayed by the Force Majeure event of the event for acceptance by the Buyer. Acceptance by the Buyer will not be unreasonably withheld. For the avoidance of doubt, Seller shall not be entitled to a price increase as a result of Force Majeure.

15. INSURANCE

Seller shall, before commencing performance of the Purchase Order, procure the following insurance coverage in the following types and amounts, which insurance will endure for the duration of the performance of the Purchase Order and for a period of not less than two (2) years after the Goods are delivered or Services are performed: (i) worker's compensation and employer's liability insurance with a minimum limit no less than the greater of $1,000,000 or the statutory minimum for the jurisdictions in which the Work is to be performed; (ii) commercial general liability insurance including coverage for bodily injury, personal injury, contractual liability, and property damage; and (iii) to the extent a vehicle is used in the provision of the Work, commercial automobile liability insurance. Minimum limits for (ii) and (iii) in conjunction with excess liability or umbrella insurance, in any combination, shall be $5,000,000 per occurrence and in the aggregate. To the extent Seller will be furnishing any Work related to software or requiring access to Buyer's electronic data or systems, Seller shall further carry cyber liability insurance with limits no less than $5,000,000 per occurrence and in the aggregate. Insurance carried by Seller shall be considered primary insurance and insurance carried by Buyer shall be considered secondary insurance. Seller shall require that each policy (other than Worker's compensation and Professional Liability) include a waiver of subrogation and endorse the Buyer as an additional insured. Seller waives all right of subrogation against the Buyer regardless of whether Seller's insurance is endorsed accordingly. Seller shall provide certificates of insurance evidencing the required coverage upon request by Buyer.

16. CHANGES, SUSPENSION, AND CANCELLATION

With respect to Goods, Buyer reserves the right to cancel the Purchase Order for its convenience and without cause (in whole or in part), with reasonable notice to Seller, at any time prior to acceptance of the Purchase Order by Seller or, after acceptance of the Purchase Order, if Seller fails to deliver any part of the Goods in accordance with the terms of the Purchase Order. With respect to Services, Buyer reserves the right to cancel the Purchase Order for its convenience and without cause (in whole or in part), with reasonable notice to Seller, at any time prior to Seller beginning performance. Buyer further reserves the right to reschedule any delivery of Goods, suspend Seller's provision of Work for reasonable periods, or to make changes in specifications or requirements, at any time for any reason in Buyer's sole discretion, effective immediately upon notice to Seller, subject to an equitable adjustment to be agreed between the Parties.

17. CANCELLATION FOR CAUSE

Time is of the essence. Buyer reserves the right to cancel the Purchase Order with immediate effect (in whole or in part), upon written notice to Seller if: in Buyer's judgment, Seller fails to proceed expeditiously with delivery or performance; the Work fails to conform to any warranties; Seller fails to perform or otherwise breaches this Purchase Order; or an event occurs or conditions change that have a meaningful negative impact on Seller's financial condition. In the event of any such cancellation, Buyer reserves the right, without prejudice to any other rights: (a) to refuse delivery of additional Goods or performance of additional Services; (b) to return to Seller any Goods already accepted and recover from Seller all payments made for Goods and freight, storage, handling, and other expenses Buyer incurs and to be relieved from liability for any future payment to Seller; (c) to recover any payments to Seller for undelivered or returned Goods or for Services to be performed; and (d) to purchase replacement goods and services elsewhere and charge Seller for any additional costs that result. Seller may not replace any returned Goods without Buyer's written replacement order. Acceptance of any part of the Purchase Order shall not bind Buyer to accept future shipments of Goods or performance of Services or deprive it of the right to return Goods already accepted.

18. WORKPLACE AND ENVIRONMENTAL HEALTH, SAFETY, AND SECURITY

The Seller shall furnish the Work in conformity with good safety practices, generally recognized industry standards and practices for similar Work, and all other applicable federal, state, and local laws, ordinances, rules, orders, and regulations, including, for Work performed in the United States, the Occupational Safety and Health Act as amended, as well as those related to environmental, health, and safety. Additionally, if the Purchase Order covers the performance of Services on premises or facilities, or on electric lines or equipment wherever located, owned by the Buyer, Seller shall comply with the following:

Seller shall abide by all applicable provisions of Buyer’s Environmental Health, Safety, and Security (EHS&S) policies and all other Buyer’s or the site owner’s site policies (including but not limited to compliance with the Buyer’s contractor drug testing program) during Seller’s performance of the Purchase Order. Seller shall perform all Work without interference to Buyer’s employees or operations and keep the Work site clean from rubbish daily. Upon completion of the Work, Seller shall remove all waste materials unless otherwise agreed in writing by Buyer. Seller shall have and maintain, at its own cost and expense, all permits, licenses, registrations, certifications, and other approvals required to perform the Work.
Seller shall perform all Work in an environmentally responsible manner, including without limitation, providing Material Data Safety Sheet(s) or similar documents for any chemicals (e.g., solvents, lubricants, fuels, oils, inhibitors, etc.) and, if in excess of one gallon, obtaining pre-authorization from Buyer. Seller shall be responsible for all aspects of spill prevention and remediation that is a foreseeable result of the Work, and for all aspects of waste management and disposal generated from its performance of the Work, including among other elements, ensuring that it is properly analyzed and labeled for purposes of handling, storage, transportation, and disposal. Additionally, the Seller shall ensure transparent reporting of Health, Safety, or Environmental related incidents or issues related to the order or occurring on the Buyer’s site that may require Buyer involvement or Buyer engagement in remedy.
Seller shall keep and maintain all equipment in good operating condition, including maintenance, repair, cleaning, and re-fueling off the location the Work is being performed unless otherwise agreed to by Buyer, and Seller shall implement precautions against accidents, spills, vapor release, contamination, as well as against equipment misuse and tampering. Additionally, Seller shall not exceed above-ground tank or underground storage tank capacity limits and shall maintain appropriate protective measure for same while on the Work site or on Buyer property. Seller acknowledges that the Work site may contain hazards or hazardous materials and will inform all its employees and subcontractors that these hazards or hazardous materials may exist prior to performing Work at the Work site. The Seller agrees to indemnify the Indemnified Parties against any loss, cost, liability, or damage whatsoever, including attorney’s fees, which may result from Seller’s violation of this Section. Buyer may, at its sole discretion, stop the Work for environmental reasons, including without limitation, Seller’s non-compliance with the foregoing requirements. If Seller's fault or non-compliance causes such a work stoppage, then Buyer shall not be liable for stand-by time, start-up time, or other related costs and expenses.

19. SUBCONTRACTS

Seller shall immediately notify Buyer in writing of the names of any subcontractors proposed to perform pursuant to the Purchase Order. Seller shall not employ any subcontractor to whom Buyer may have a reasonable objection. Seller shall ensure its permitted subcontractors comply with all provisions of these Terms and Conditions as if they were Seller, and Seller agrees that it is fully responsible to Buyer for acts and omissions of Seller's subcontractors and of persons either directly or indirectly employed by such subcontractors, as well as for the acts and omissions of persons directly employed by Seller. All contracts between Seller and any subcontractor shall expressly provide that no contractual relationship will exist between the subcontractor and Buyer. Prior to disclosing any Buyer confidential information to a subcontractor, the Seller’s subcontractor must be under an enforceable confidentiality obligation no less protective than the nondisclosure or confidentiality agreement or obligations between the Buyer and Seller.

20. ORDER OF PRECEDENCE

In the event of any conflict or inconsistency among the documents governing the relationship between the Parties and the purchase of goods or services under any order, agreement, statement of work, or form, including any the Master Supply Agreement, Purchase Orders, Statements of Work, and any Special Conditions, the order of precedence shall be as follows:

(1st) any Special Condition to the Master Agreement or Purchase Order that is signed by both Parties; then
(2nd) the Master Supply Agreement;
(3rd) any Statement of Work; and then
(4th) any Purchase Order.

21. COMPLIANCE WITH LAWS

Seller shall comply with all applicable federal, state, and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, administrative bodies, or tribunals in any manner affecting the performance of the Purchase Order, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, non-discrimination, and licensing laws and regulations. When required or upon written request, Seller shall furnish Buyer with satisfactory proof of its compliance with those obligations in a timely manner. Without limiting the foregoing, in performing its obligations under these Terms and Conditions, Seller shall also comply fully with all applicable anti-corruption, anti-money laundering, anti-terrorism, and economic sanction and anti-boycott laws, including without limitation, the United States Foreign Corrupt Practices Act.

22. RIGHT TO AUDIT

Buyer reserves the right to audit Seller’s books, records, and facilities to verify compliance with these Terms and Conditions, including without limitation labor standards, EHS&S practices, and the use of subcontractors.

23. BUYER CODE OF CONDUCT

Seller shall comply with Buyer's Code of Conduct for Suppliers, a copy of which is available at https://www.rondo.com/suppliercodeofconduct.

24. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts-of-law provisions. Unless otherwise agreed to in writing by Buyer and Seller, any suit or action arising out of a dispute under the Purchase Order shall be brought only in a court of competent jurisdiction, state or federal, in the Northern District of California. Both Parties consent to personal jurisdiction and accept venue in this location.

25. REMEDIES AND LIMITATION OF LIABILITY

All rights and remedies in these Terms and Conditions are cumulative and are in addition to, and not in lieu of, all rights and remedies provided at law or in equity.

IN NO EVENT WILL BUYER BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TRANSACTION, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

26. NON-WAIVER

No waiver under these Terms and Conditions is effective unless it is in writing, identified as a waiver, and signed by the Buyer. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and Buyer reserves its rights to exercise any or all its rights under these Terms and Conditions on any future occasion. Neither a failure or delay by Buyer in exercising a right or remedy under these Terms and Conditions, nor any act, omission or course of dealing between the Parties, constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from these Terms and Conditions or at law.

27. MISCELLANEOUS

In the event any provision of these Terms and Conditions shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the remaining provisions of these Terms and Conditions shall remain in full force and effect to the maximum extent possible. The Purchase Order (including any material expressly incorporated by reference) together with these Terms and Conditions constitutes the entire agreement between the Parties and supersedes all proposals or prior agreements, oral or written, and all other communications between the Parties relating to the subject matter, except where Buyer and Seller execute a signed, written contract for the same Goods or Services, in which case, the terms of such contract will govern instead of these Terms and Conditions. The Purchase Order and accompanying Terms and Conditions may not be added to, modified, superseded, or otherwise altered without Buyer's written consent, and any terms or conditions contained in any communication of Seller (whether in an invoice, proposal, clickthrough, or any other form) that are inconsistent with, or add to the Purchase Order and these Terms and Conditions have no force or effect. Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Purchase Order, including without limitation indemnification, warranties, IP ownership, confidentiality, insurance, compliance with laws, and governing law and dispute resolution.