Supplier PO Terms and Conditions

Maravai Intermediate Holdings, LLC and Affiliates Purchase Order Terms and Conditions (US)

1.        Definitions

“Affiliate” means any company controlling, controlled by or under common control with Buyer where control means direct or indirect ownership of at least fifty percent (50%) of the voting stock or interest in a company or control of the composition of the board of directors. “Agreement” means the Purchase Order provided by Buyer to Seller, including these Maravai Intermediate Holdings, LLC (Maravai LifeSciences). and Affiliates Purchase Order Terms and Conditions (“Terms”)  which form a part thereof, and the Specifications. “Buyer” means the entity named on this Purchase Order. “Buyer Confidential Information” means any of the following information of Buyer or a Buyer Affiliate that was or is disclosed to, provided to, or otherwise obtained or observed by Seller: (i) this Agreement, the subject matter of this Agreement, and the terms of this Agreement; (ii) the “Buyer Property” including documents, materials, tooling, equipment, software, Specifications, and Intellectual Property Rights that are furnished by Buyer, paid for by Buyer, or developed by Seller for Buyer in connection with this Agreement; (iii) all materials of every kind (e.g., samples, software, models, prototypes, enzymes, proteins and other biological materials, including DNA); (iv) information of every kind (e.g., business plans, product roadmaps, personnel lists, customer lists, marketing and technical information, including the Specifications, financial information, etc.), provided to, obtained by, or otherwise observed by Seller previously or in the future. “Goods” means all goods, items, articles, materials, apparatus, equipment, labor, work, services, work product, and operations of Seller, whether specified, listed, mentioned, scheduled, or implied in the Agreement and provided to Buyer. “Intellectual Property Rights” means all proprietary legal rights covering designs, techniques, ideas, discoveries, inventions, including trade secrets, know-how, patents, copyrights, trademark, service mark and trade dress rights, current or future, under the laws of any jurisdiction or international treaty or convention, together with all applications and registrations therefor. “Inventory Liability Agreement” means the terms and conditions pertaining to the disposition of and Buyer’s liability, if any, for Seller’s inventory of raw materials, components, work in progress, and other materials or services necessary to provide Goods under the Agreement in the event of cancellation, change, or other reduction in the quantity of Goods by Buyer. The Inventory Liability Agreement will be on the face of the Purchase Order or in a separate written agreement between Buyer and Seller, if applicable. “Purchase Order(s)” means the purchase order provided by Buyer to Seller respecting the provision of Goods to Buyer, which incorporates any prior specifications, samples, or description of the article, material, equipment goods, or services to be purchased. “Seller” means the person, firm, business, entity, corporation, company, organization, whether for profit or not for profit, undertaking to perform or deliver the Goods under the Purchase Order. “Specifications” means Buyer’s specifications, drawings, or information, whether provided verbally, attached to the Purchase Order, typed or written on the Purchase Order, or referred to in the Purchase Order.  “Validated” means that the Goods perform in accordance with Buyer’s requirements and meet fit, form and function for Buyer’s intended uses.

2.        Acceptance

This Agreement constitutes the final, complete, entire, and exclusive agreement between Maravai LifeSciences and Affiliates and the Seller, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral with respect to the subject matter. This Agreement is Buyer´s offer to purchase Goods from Seller and becomes a binding contract upon the earliest to occur of acknowledgement by Seller (whether orally, in writing including email, or otherwise), upon shipment or performance of any portion of the Goods to Buyer, or expiration of three (3) business days after Buyer has provided the Agreement to Seller and Seller has not rejected this Agreement in writing. None of the terms and conditions of this Agreement may be added to, modified, superseded, or otherwise altered except by a written instrument signed by an authorized representative of Buyer, and each performance or delivery of Goods to Buyer by Seller shall be deemed to be only upon the terms and conditions contained in this Agreement. Any terms or conditions in Seller´s acknowledgment, invoice, other similar forms, or documents of Seller including, without limitation package inserts and labels, relating to the Goods, that are inconsistent with or in addition to, or that alter in any way, the provisions of this Agreement, are hereby null and void. All purchases by Buyer are expressly limited by and conditioned upon Seller’s assent to the Terms, and Buyer’s failure to object to any other term or condition, and/or Buyer’s acceptance of any Goods, shall not be deemed acceptance of Seller’s terms or conditions. Notwithstanding the foregoing, if Buyer and Seller have executed a formal written contract which is in full force and effect, the terms and conditions of that contract will apply and govern, to the exclusion of any inconsistent terms and conditions set forth herein. In the event of any inconsistency or conflict between the Terms and the Purchase Order, the following order of precedence shall apply: (i) Buyer provisions of the Purchase Order; (ii) provisions of the Specifications; (iii) these Buyer Terms.

3.        Pricing

The prices stated on the Purchase Order are not subject to increase, and, if no price appears thereon, shall not be higher than the last price paid by Seller for similar Goods.  Seller further represents to the best of its knowledge, information, and belief that the prices charged for items covered by the Purchase Order are not in excess of or less than prices permitted by applicable state, federal, and local law, or regulation.   Unless otherwise specified on the Purchase Order, prices include all charges for packaging, storage, and transportation to the point of delivery, and all taxes, duties, or other similar costs. No additional charges of any kind will be allowed without written consent of the Buyer.

4.        Shipment, Delivery and Invoice Schedules

Timely delivery of Goods is of the essence. Shipment and delivery of Goods shall be in accordance with the schedules, dates, and delivery destinations specified in the Purchase Order or as otherwise agreed to in writing by the parties.  Schedules and delivery dates shall refer to the date Goods are due at the delivery destination.  If no delivery date is specified, Seller shall deliver the Goods within thirty (30) days of Seller’s receipt of the Purchase Order. In addition to other rights or remedies available by law or these Terms, if Seller does not, or it appears that Seller will not, meet the delivery schedule, Buyer may require that Seller ship the Goods via expedited routing to meet the schedule, and Seller shall pay the difference in shipping costs.  A separate original invoice is required for each shipment of Goods under the Purchase Order, and no invoice will cover Goods on more than one Purchase Order unless previously agreed upon in writing by Buyer and Seller.  Discount period and net payment period will be calculated from date of receipt of acceptable Goods or acceptable invoices, whichever is received later.  Payment of invoices does not constitute inspection and acceptance of Goods covered by the Purchase Order.  Payment Terms are defined on the front of the Purchase Order.

5.        Packing and Marking

Goods shall be packaged in accordance with any special requirements specified in this Agreement; or, if none are specified herein, in accordance with standard commercial practices customary for similar goods according to common carriers´ requirements and to secure the lowest transportation costs and to protect the Goods from damage during shipping and maintain any temperature requirements if applicable.  Each package shall be numbered (e.g., 1 of 3, 2 of 3, etc.) and labeled with the Purchase Order number and shall contain an itemized packing list.

6.        Delivery, Title, and Risk of Loss

All Goods shall be delivered FCA Supplier Location (Incoterms 2020). Title and risk of loss to Goods transfers to Buyer when the Goods are made available at the named Seller location. For international shipments, supplier is responsible for export clearance and providing export documentation.  If required Buyer and Seller will determine the best international shipping method to meet temperature and/or Goods delivery requirements and Buyer will provide agreed upon shipping instructions in the Purchase Order.

7.        Inspection and Rejection

Goods received under this Agreement are subject to Buyer’s right to inspect and reject. Buyer shall have thirty (30) business days from date of receipt to inspect Goods. Upon expiration of such thirty (30) business days, Buyer shall have ten (10) business days to provide Seller notice of its election to reject such defective or nonconforming Goods. In the absence of rejection by Buyer within such ten (10) business days, Buyer shall be deemed to have accepted such delivered Goods.  If defects or nonconformities are discovered at a later date, Buyer has the right to revoke acceptance or pursue other remedies.  If Buyer determines, in its sole discretion, that any Goods are defective or otherwise nonconforming, then Buyer reserves the right, in addition to all other remedies available at law, to reject such Goods and do any one or more of the following: (i) hold such rejected Goods for a reasonable time and at Seller’s risk, until Seller retrieves such defective Goods; (ii) return such rejected Goods to Seller at Seller’s expense; (iii) require Seller to provide conforming replacement Goods at no additional cost to Buyer. Payment for any Goods prior to acceptance shall not be deemed an acceptance of such Goods.  Buyer reserves the right to reduce the amount of payment based on rejected Goods and/or non-conformances of Goods.

8.        Changes to Purchase Order

Buyer may, at any time, by written order and without liability (if any) make changes to the Purchase Order.  If any such change will cause an increase or decrease in the volume price discounts afforded to Buyer for such Goods, equitable adjustment in the Purchase Order price shall be agreed to by the parties, and the Purchase Order shall be modified in writing accordingly.

9.        Changes by Seller

Seller shall not make any changes to the Goods, Specifications, or changes to Seller’s manufacturing process or techniques (collectively or individually Changes) unless Buyer has both Validated such Goods after the Changes have been implemented and given Seller written approval to begin providing such Goods to Buyer on an on-going basis.  For clarity, if the Changes result in the Goods not being Validated, then the Changes may not be made, and Seller shall continue to supply the affected Good without making any Changes.  If Seller provides Goods with Changes that Buyer has not validated, Buyer reserves the right to reject such Goods and be issued a refund or reduce the amount of payment for other purchases by the amount charged for the rejected Goods.

10.     Warranty

Seller warrants that the Goods (i) meet all requirements of this Agreement; (ii) have been and/or will be manufactured or performed in accordance with all applicable laws and regulations; (iii) conform to specifications and designs provided by Seller to Buyer and conform to the Specifications; (iv) are and will continue to be free from defects in materials, workmanship, and design (except to the extent the design and materials were supplied by Buyer), (v) are suitable for Buyer’s intended purposes; (vi) are new items containing new component parts, unless otherwise stated in this Agreement; (vii) are free from any liens or encumbrances of title; (viii) are free from claims by third parties; and (ix) have been performed in a good workman-like manner according to industry standards. The foregoing warranties shall survive any inspection, acceptance, or payment for such Goods. In the event a defect or non-conformance is discovered, Buyer shall give Seller notice of such defect and Seller shall, at Seller’s sole expense, promptly repair or replace such Goods within thirty (30) business days. In the event Seller fails to repair or replace such defective Goods, Buyer may, at its election, repair and replace such defective Goods and Seller shall promptly repay Buyer for all such costs of repair or replacement.

11.     Insurance

In the event that Seller performs any work or services for Buyer on or off Buyer’s premises, and throughout the performance of such services, Seller agrees to comply

with all Buyer policies and all reasonable instructions of Buyer personnel and agrees to maintain at Seller’s sole expense all legally required insurance, including, but not

limited to, workers’ compensation and unemployment insurance. In addition, Seller shall maintain general liability and property damage liability insurance coverage. Such insurance shall have policy limits of no less than:  Workers’ Compensation : Statutory limit; Employers Liability limit of USD. $1,000,000; Auto Liability of $1,000,000 combined single limit (if applicable); General Liability, including Products Completed Operations of USD. $1,000,000 per occurrence / $2,000,000 aggregate (If Products Completed Operations is written on a claims made basis, Seller shall provide continuous coverage for five (5) years beyond the duration of the contract or purchase an extended reporting period if coverage is terminated); USD $1,000,000 per occurrence for death or personal injury; In the event of occurrence for real and personal property damage, USD limit that equals the replacement cost value of the property; and USD $5,000,000 umbrella aggregate liability per year.

12.     Ownership

Buyer Property shall be and remain the property of Buyer and may be used by Seller only in fulfilling Seller’s obligations under this Agreement, and shall, at Buyer’s request, be returned to Buyer. Seller hereby assigns and agrees to assign to Buyer all of Seller’s right title and interest in Buyer Property.

13.     Confidential Information of Buyer

Seller shall not disclose Buyer Confidential Information to any third party and shall use Buyer Confidential Information only in the performance of this or subsequent Purchase Orders for Buyer. Buyer Confidential Information shall remain the property of Buyer, and upon termination or expiration of this Agreement or upon request, Seller shall cease use of and, at Buyer’s sole discretion, return to Buyer or destroy all Buyer Confidential Information. Unless otherwise agreed in writing by Buyer, Seller will not disclose to Buyer any information of Seller or a third party that Seller considers to be confidential. Buyer Confidential Information does not include any information that: (i) was already known to the Seller; (ii) is now or is later made known to the public through no default by Seller of its obligations under this Agreement, any other agreement between Seller and Buyer or a Buyer Affiliate, or any other confidentiality obligation owed to Buyer or a Buyer Affiliate; (iii) is disclosed to Seller by a third party under no obligation of confidentiality to Buyer or a Buyer Affiliate; or (iv) is independently developed by Seller without reference to any Buyer Confidential Information.

14.     Compliance with Law

Seller represents and warrants that Seller is and will continue to comply with all laws and regulations applicable to this Agreement and the manufacture, sale, provision, and delivery of the Goods ordered hereunder by Buyer, including without limitation, all laws and regulations governing: (i) the workplace/labor/employees; (ii) environmental safety; (iii) product and health safety; and (iv) the country of origin. Seller certifies that the Goods do not require a license for export or re-export under

U.S. export law or the laws of the country of origin of the Goods, based upon the technology, composition, nature, or intended use of the Goods. Seller shall notify Buyer in writing if any Goods become subject to export and/or re-export control laws of the U.S. or the country of origin of the Goods.

15.     Compliance with FCPA

In conformity with the U.S. Foreign Corrupt Practices Act (“FCPA”) and with Buyer’s established corporate policies regarding foreign business practices, Seller and its employees and agents shall not directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government (including a decision not to act) or inducing such a person to use his or her influence to affect any such governmental act or decision in order to assist Buyer in obtaining, retaining or directing any business. Seller shall ensure that its employees and agents understand their obligations under the FCPA and shall take such measures as may be necessary to ensure that its employees and agents comply with its requirements. Seller’s efforts in this regard shall include, at a minimum, providing formal training to its employees and agents regarding the FCPA. Upon Buyer’s request, Seller shall provide to Buyer written confirmation that it has conducted such training.

16.     Compliance with Ethical Obligations

Buyer is committed to conducting its business with the highest degree of ethics and honesty and in full compliance with applicable laws, as described in more detail in Buyer’s Code of Ethics. Such obligations include, among others, prohibitions on receiving inappropriate gifts, payments or other compensation, and the obligation to report relationships or transactions that could be expected to give rise to a conflict of interest. Seller understands and agrees to comply with the relevant aspects of Buyer’s policies and guidelines set forth in Buyer’s Code of Ethics. A copy of Buyer’s Code of Ethics is available at the corporate governance page of the investor relations section of Buyer’s website.

17.     Labor Standards

Seller represents and warrants that in connection with its performance under this Agreement it (i) does not employ engage or otherwise use any child labor in violation of any applicable law or in circumstances such that the tasks performed by any such child labor could reasonably be foreseen to cause either physical or emotional impairment; (ii) does not use forced labor in any form (prison, indentured, bonded or otherwise); (iii) does not engage in or facilitate human trafficking or slavery in any form; (iv) does not discriminate against any employees on any ground (including race, religion, veteran status, sexual-orientation, disability, or gender) in violation of applicable laws; (v) complies with all applicable minimum wage, benefit, and other laws governing the workplace including, without limitation, workplace safety. Seller further certifies that its performance hereunder and the Goods provided hereunder are in compliance with all laws regarding slavery and human trafficking in the countries in which Seller does business. Upon request, Seller shall provide updated certifications regarding Seller’s compliance under this Section. Seller agrees that it is responsible for managing its own supply chain and that it shall ensure compliance with ethical standards and human rights by its suppliers and service providers and their compliance with the standards set forth in this clause. Seller agrees that Buyer may upon reasonable notice enter upon Seller’s premises to monitor compliance by the Seller of the representations and warranties set out in this clause and the Seller shall, subject to compliance with law, furnish Buyer with any relevant information requested by Buyer in relation thereto.

18.     General Indemnification by Seller

Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, agents, and contractors from and against all claims, liability, damage, loss, and expenses (including reasonable attorneys’ fees) (collectively “Claims”) that arise out of Seller’s performance or non-performance under this Agreement, except to the extent such Claims result from the gross negligence or intentional misconduct of Buyer.

19.     Limitation of Liability


20.     Publicity

Seller will not, without Buyer’s prior written consent, display or disclose the Goods to any third party, use Buyer or Buyer’s Affiliates’ names, any of their respective logos, trade names, and trademarks, the names of any Buyer products, or otherwise publicly announce or comment on the existence or terms of this Agreement without Buyer’s prior written consent.

21.     Termination

Buyer may terminate all or any part of a Purchase Order and this Agreement at any time in its sole discretion for convenience by providing notice to Seller. In the event of such termination by Buyer for convenience and unless an Inventory Liability Agreement exists pertaining to the Goods, Seller’s compensation shall be limited solely to reasonable costs that Seller incurred up to its receipt of Buyer’s notice of termination; provided that, Seller shall take reasonable steps to mitigate such costs by returning materials and components to its suppliers and repurposing materials and components for other customer orders or for internal purposes. In order for Seller to be entitled to recover costs arising from such termination, Seller shall provide Buyer with written notice addressed to Buyer’s corporate headquarters to the attention of VP of Supply Chain detailing such costs and Seller’s mitigation efforts, within thirty (30) calendar days of its receipt of Buyer’s notice of termination. Buyer will have no liability for such costs or any portion thereof that is not provided in writing to Buyer within such thirty (30) calendar daytime period. Buyer may terminate all or any part of a Purchase Order and this Agreement without liability if Seller breaches any term of the Purchase Order or this Agreement, including without limitation, delivery of defective Goods, Goods that do not conform with the Specifications, failure to deliver Goods by the delivery due dates found on the Purchase Order, and failure to deliver Goods in the quantities found on the Purchase Order.

22.     Assignment

Seller may not assign, subcontract, or delegate this Agreement or any of Seller’s obligations under this Agreement, in whole or in part, without the prior written consent of Buyer, and any assignment, subcontracting, or delegation in contravention of this Section shall be null and void.  Buyer may assign this Agreement to any acquirer or successor in connection with a sale of all or substantially all of the business of Supplier to which this Agreement relates, whether by sale of ownership interests or assets, merger, or otherwise.

23.     Contract Manufacturer

Buyer may use one or more third party contract manufacturers (“CM”) for the manufacture of its products. The Goods purchased under this Agreement may be used by such CM in the manufacture of such products for Buyer. Accordingly, Seller agrees that such CM may purchase Goods under the terms and conditions of this Agreement in such situations upon the prior written consent of Buyer. Seller on its behalf and on behalf of its Affiliates agrees that Buyer and Buyer Affiliates shall be a third-party beneficiary under any contract between Seller and such CM and that all terms of this Agreement shall be incorporated into any contract between Seller and such CM.

24.     Conflict Minerals

Maravai LifeSciences Inc. and Affiliates, as a publicly traded company, must comply with the Conflict Mineral provisions of the Dodd-Frank Financial Reform Act (Section 1502) (“Conflict Minerals Law”). The Conflict Mineral Law requires disclosure to the U.S. Securities and Exchange Commission (SEC) if any manufactured products contain certain metals (e.g., tin, tantalum, tungsten, and gold) and the efforts to identify the source and chain of custody of such minerals if they were sourced from the Democratic Republic of Congo or adjoining countries. Accordingly, Seller agrees to comply with Maravai LifeSciences and Affiliates, Inc.’s Conflict Minerals Policy. Seller further agrees to cooperate with Maravai LifeSciences and Affiliates, Inc. in its efforts to comply with the Conflict Minerals Law, including without limitation, providing Maravai LifeSciences and Affiliates, Inc. with information and materials that Maravai LifeSciences and Affiliates, Inc. determines in its sole discretion are necessary for Maravai LifeSciences and Affiliates, Inc. to comply with the Conflict Minerals Law.

25.     Employment Practices

To the extent applicable to Seller, Seller agrees to comply with the following laws: (i) The Equal Employment Opportunity clauses in Section 202 of Executive Order 11246, (ii) Section 503 of the Rehabilitation Act of 1973, (iii) Section 4212 of the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, (iv) 29 CFR Part 471, Appendix A to Subpart A (EO13496), the implementing rules and regulations of the Office of Federal Contract Compliance Programs (41 CFR, Chapter 60), including 41 CFR 60-741.5(a). For purposes of this Section 27, “contractor” means Buyer and “subcontractor” means Seller. This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin.

Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The provisions of (i) thru (iv) are incorporated herein by reference.

26.     Government Compliance

Seller represents and warrants to Buyer that Seller, its officers, directors, agents and employees (i) are not currently excluded, debarred, suspended, proposed for debarment or suspension, declared ineligible, or otherwise ineligible to (a) participate in any U.S. federal or U.S. state healthcare programs (or foreign equivalents), including without limitation, Medicare, Medicaid, and CHIP (the “HCPs”), or (b) be awarded contracts by any U.S. federal or state agency (or foreign equivalents); (ii) have not been convicted of any criminal offense related to the provision of items or services, including healthcare items or services, but have not yet been excluded, debarred, suspended, proposed for debarment or suspension, declared ineligible, or otherwise made ineligible to (a) participate in any HCPs, or (b) be awarded contracts by any federal or state agency (or foreign equivalents); and (iii) are not under investigation or otherwise aware of any circumstances which may result in Seller, its officers, directors, agents or employees being excluded, debarred, suspended, proposed for debarment or suspension, declared ineligible, or otherwise made ineligible to (a) participate in any HCPs, or (b) be awarded contracts by any federal or state agency (or foreign equivalents).

27.     Healthcare Disclosures

Buyer acknowledges and agrees that as a healthcare company and notwithstanding anything in this Agreement to the contrary, Buyer, and its Affiliates, may be required by applicable law and regulation (“Healthcare Laws”) to disclose the existence of this Agreement, the terms of this Agreement, including without limitation, the financial terms and the subject matter (e.g., the U.S. Sunshine Act, and U.S. State and foreign equivalents).

28.     Survival of Obligations

Seller agrees that the sections entitled Definitions, Acceptance, Delivery, Title, and Risk of Loss, Inspection and Rejection, Warranty, Ownership, Confidential Information of Buyer, Compliance with Law, Compliance with FCPA, Compliance with Ethical Obligations, Labor Standards, Personal Data Privacy, Intellectual Property of Others and Indemnification, General Indemnification by Seller, Limitation of Liability, Publicity, Termination, Assignment, Conflict Minerals, Employment Practices, Government Compliance, Healthcare Disclosures, Use, Goods and Third Parties, and General Terms shall survive termination or expiration of this Agreement.

29.     Use

Seller acknowledges and agrees that Seller is providing the Goods without any restriction on their use by Buyer, Buyer’s Affiliates, or their respective customers for any purpose, including without limitation, commercial and research purposes, use in the provision of services, resale, use in novel vaccines, use in the development of drug therapies, use in the research of human disease, use in oligonucleotide synthesis, and use in or with Buyer’s research and diagnostic products.

30.     Goods and Third Parties

Seller may not sell or otherwise provide any third party with Goods or services, products or components thereof based on or derived from the Goods, Buyer Confidential Information, Buyer Property, or the Specifications including as the Specifications may be revised over time.

31.     Force Majeure

Neither Seller nor Buyer shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any provision of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including, without limitation, fire, floods, pandemic, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, terrorism, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use commercially reasonable efforts to avoid or remove such causes of nonperformance, and shall continue to perform hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above. The parties shall use their respective reasonable efforts to prevent or mitigate the consequences of such events.

32.     General Terms

This Agreement is the final, complete, and exclusive statement of the understanding between the Seller and Buyer with respect to the subject matter hereof. No terms, conditions, usages of trade, courses of dealing or agreements purporting to modify, vary, explain or supplement this Agreement shall be binding. This Agreement may not be waived, amended, or otherwise modified except by a writing signed by both Seller and Buyer. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement shall be governed by the laws of the State of California, without reference to conflicts of law principles thereof. Seller and Buyer consent to the exclusive jurisdiction of, and venue in, the state and federal courts within San Diego County, California, U.S.A.

Last Revised:  November 2021