Purchase Order Terms and Conditions

1. Offer and Acceptance; Exclusive Terms: Each purchase order or revision thereof issued by Fuji-Denshi US Corporation, or its applicable affiliate(s) named thereon (“Buyer”) is an offer by Buyer to the seller or its applicable affiliate(s) named thereon (“Seller”) for the purchase of goods (the “Goods”) or services (the “Services”) described therein and is governed by and subject in all respects to these Purchase Order Terms and Conditions(these “Terms”) exclusively as provided herein. These Terms, together with any attachments or items incorporated herein by reference (including any specifications, drawings, quality requirements, or any other requirements of Buyer), and any supplier manual or other policies of Buyer provided or otherwise made available to Seller (collectively, “Purchasing Documents”), constitute the complete and exclusive agreement between Buyer and Seller with respect to the purchase of Goods (the “Agreement”). Any of the following acts by Seller shall constitute Seller’s acceptance of the Agreement, including these Terms, in its entirety: (a) accepting or otherwise acknowledging the Purchasing Documents; (b) commencing work on the Goods or otherwise initiating performance of any portion of the Services; (c) initiating shipment of the Goods; (d) by other conduct which fairly recognizes the existence of a contract for the purchase and sale of the Goods or Services; or (e) failure to validly object in writing to the Purchasing Documents within five (5) business days of issuance. Acceptance of the Purchasing Documents is strictly limited to and conditional upon Seller’s acceptance of the Agreement, including these Terms exclusively. Any proposal by Seller to include additional or different terms or any purported attempt by Seller to vary any of the terms and conditions of the Agreement, including these Terms, whether in Seller’s proposal, quotation, acknowledgement, invoice, warranty statement, or otherwise, shall be deemed void, and Buyer hereby expressly objects and rejects such additional, different, or varied terms and conditions.

2. Delivery: Seller acknowledges that time and quantity are of the essence for the performance of the Agreement. Seller shall deliver the Goods and perform the Services strictly in accordance with the quantities, schedules, and other requirements specified in the Agreement, including delivering one hundred percent (100%) of the Goods or Services requested on the delivery or performance dates specified in the Purchasing Documents. Seller shall immediately notify Buyer if Seller is or may be unable to deliver the Goods or perform the Services in the quantities and on the dates and times specified by Buyer in the Purchasing Documents. Responsibility for the sorting, storage, maintenance, insurance, re-performance, or return of any rejected deliveries or deliverables shall be borne solely by Seller. Without otherwise limiting Buyer’s rights and remedies, if conforming Goods are not delivered or conforming Services are not performed at the agreed upon time, Seller will be responsible for any direct or indirect liabilities, damages, and costs incurred by Buyer. No act of Buyer, including acceptance of early, late, partial, or excess deliveries or performance, nor any inspection (or lack thereof) or payment, shall act as a waiver of Buyer’s rights under this Section. Unless otherwise agreed in writing by Buyer or specified in the Purchasing Documents, all deliveries of Goods under the Agreement shall be DDP Buyer’s facility, (Incoterms 2024).

3. Quantity. Seller shall deliver the quantity of goods specified in the Purchasing Documents. If Seller delivers more than the quantity of Goods ordered, Buyer may reject any or all excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. The total Price (defined below) for the Goods shall be adjusted on a pro rata basis to include any excess Goods not rejected by Buyer. Seller shall in no event deliver to Buyer less than the quantity of Goods ordered except with Buyer’s express prior written consent, which may be withheld in Buyer’s discretion.

4. Requirements Contract: If a specific quantity is not specified in the Purchasing Documents, or if the Purchasing Documents specifies the quantity as zero, “blanket,” “see release,” “as scheduled,” “as directed,” “as requested,” “subject to Buyer’s releases,” or any similar descriptors, then the Purchasing Documents shall be deemed a requirements contract, and Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, one hundred percent (100%) of Buyer’s requirements for the Goods or Services, and those requirements will be reflected in quantities that are specifically identified by Buyer as firm orders in Buyer’s releases issued or otherwise made available to Seller.

5. Forecasts: Any estimates, forecasts, or other projections of anticipated requirements for Goods and Services provided by Buyer, if any, are non-binding and provided for informational purposes only and are subject to change in Buyer’s sole discretion. Buyer makes no representation or warranty, express or implied, including as to the accuracy or completeness of any such estimates, forecasts, or other projections provided by Buyer to Seller from time to time.

6. Labeling, Packaging, and Shipping. All Goods shall be suitably prepared for shipment and must be labeled, packed, routed, and shipped in accordance with the Purchasing Documents and otherwise in compliance with applicable law. To the extent labeling, packaging, routing, and/or shipping requirements are not provided by Buyer, Seller shall pack, label, route, and ship the Goods in accordance with sound commercial practices and otherwise in a manner that will ensure that the Goods are adequately protected against damage and deterioration in transit and to otherwise ensure the best method of cost-efficient transportation. Seller will promptly provide Buyer all necessary packing lists and other papers with each shipment, as required by applicable law, together with any additional papers required by Buyer. If, due to Seller’s acts or omissions or due to any other issues with Seller’s operations or supply chain, Seller is unable to meet the delivery date specified in the Purchasing Documents, Seller shall pay all premium freight costs over normal freight costs as necessary to meet Buyer’s required delivery dates. Seller will use standard industry best practices to ensure that no malicious code is directly or indirectly provided, delivered, or transmitted to Buyer through any Goods, Services, software, hardware, or any other mode.

7. Changes to Goods or Services: Buyer reserves the right, at any time, by delivery of notice to Seller, to request a change of the Goods or Services, including changes to (a) applicable specifications, drawings, processing, methods of manufacturing, packing or shipping, or approved sub suppliers, or (b) the place, date, or time of delivery. To the extent such changes are agreed upon by Seller, the parties will negotiate appropriate adjustments to the time for performance, an equitable price adjustment for Selle’s increased costs, and the amount of reimbursement by Buyer for the costs of any finished Goods, raw materials or supplies which become obsolete, or any other costs or appropriate adjustments resulting from the requested changes. Seller shall make no changes to the manufacture of Goods or performance of Services without Buyer’s prior written consent.

8. Payment: Payment terms are net thirty (30) days from the date of an accepted, valid invoice. Notwithstanding the foregoing, payments may be withheld pending Buyer’s receipt of satisfactory evidence that the Goods and Services were delivered or performed, as applicable, absent any liens, claims, or encumbrances. If no currency is specified in the Purchasing Documents, payment will be made in U.S. dollars. All amounts due Seller or its affiliates shall be considered net of indebtedness or obligations of Seller and its affiliates to Buyer and its affiliates, and Buyer and its affiliates may set off against any amounts due or to become due to Seller or its affiliates from Buyer or its affiliates however and whenever arising. If any obligations of Seller or its affiliates to Buyer or its affiliates are disputed, contingent, or unliquidated, Buyer may defer payment of such amounts until such claims are resolved.

9. Invoices. All invoices must reference the applicable Purchasing Documents, descriptions and quantities of Goods delivered or Services performed, bill of lading numbers, applicable currency, and all other information requested by Buyer from time to time. Invoices shall be delivered to Buyer’s address for invoices set forth on the applicable Purchasing Documents no earlier than the delivery or performance date of the Goods or Services invoiced or as otherwise directed by Buyer from time to time.

10. Price: The price of the Goods or Services is the price stated in the Purchasing Documents, which prices are complete and include all customs expenses, duties, tariffs, and taxes, packaging, transportation, insurance, and all other known or unknown direct and indirect Seller costs (the “Price”). Seller shall not invoice Buyer for Goods or Services at prices higher than stated in the Purchasing Documents without the prior written consent of Buyer. No surcharges, premiums, or other additional charges or expenses of any type may be added to such stated prices without Buyer’s express prior written consent. Seller represents and warrants that the prices charged for the Goods and Services do not and shall not exceed the prices charged by Seller to any other customer for similar quantities of like goods or services under similar delivery requirements. Seller shall ensurethe Goods and Services remain competitive in price, technology, service, and quality to other similar goods and services available to Buyer (whether through outside, in-house, or through affiliate sources).

11. Confidential Information: All non-public, confidential or proprietary information of Buyer, including specifications, samples, patterns, designs, plans, drawings, documents, data, hardware, software, material formulations and compositions, manufacturing processes and methods, business operations, customer or supplier lists, pricing, discounts, or rebates disclosed or otherwise made available by Buyer or its agents to Seller, whether or not marked, designated or otherwise identified as “confidential,” shall be held by Seller in strict confidence and used solely for the purpose of doing business with Buyer pursuant to the Agreement. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer and promptly and securely destroy any compositions, summaries or other embodiments thereof. Buyer shall be entitled to injunctive relief for any violation of this Section. Seller’s obligations under this Section shall survive any expiration or termination of the Agreement.

12. Indemnification: To the fullest extent permitted by applicable law, Seller will defend, indemnify, and hold harmless Buyer, its affiliates, and customers, and each of their respective equity holders, employees, directors, officers, managers, successors, and assigns from and against all liabilities, claims, demands, losses, costs, damages, and expenses (including attorneys’ and other professional fees) of any nature or kind arising out of or resulting from: (a) any nonconforming or otherwise defective Goods or Services; (b) any negligent or wrongful act or omission of Seller or its representatives; (c) any breach or failure by Seller or its representatives to comply with any of the terms and conditions of the Agreement; or (d) any actual or claimed infringement of patent, trademark, copyright rights, misappropriation of trade secrets, or any other claim relating to intellectual property of a third party, or any breach of confidentiality. Seller’s obligation to indemnify Buyer as described in this Section 12 shall apply regardless of whether any claim arises in tort, negligence, contract, warranty, strict liability, or otherwise.

13. Warranty: For a period of no shorter than thirty-six (36) months from the date of Buyer’s acceptance of the Goods or Services, Seller expressly warrants to Buyer that the Goods and Services shall: (a) strictly conform to all final specifications, drawings, samples, and other descriptions furnished, specified, approved, or otherwise adopted by Buyer; (b) strictly comply with all applicable laws of the jurisdictions in which the Goods and Services, and the products and services containing the Goods and Services, originate or are to be consumed, used, sold, or performed; (c) be merchantable; (d) be free from any defects in design, to the extent furnished by Seller or any of its subcontractors or suppliers, even if the design has been approved by Buyer; (e) be manufactured entirely of new materials and free from any defects in materials and workmanship; (f) be fit, sufficient, and suitable for the particular purpose for which the Goods or the Services are intended; (g) not and do not infringe, misappropriate, dilute, or otherwise violate any patent, trademark, copyright, or other intellectual property of any third party; and (h) at the time of physical delivery, be conveyed to Buyer with good title, free of all liens, claims, and encumbrances whatsoever. The warranties provided in this Section are in addition to all other warranties available under applicable law, and all such warranties shall survive inspection, testing, audit, review, acceptance, use, or incorporation of the Goods and Services by Buyer. All nonconforming Goods and Services shall be held at Seller’s risk and sole cost.

14. Inspection and Rejection of Nonconforming Goods: Buyer has the right to inspect the Goods on or within a reasonable time after delivery. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are damaged, defective, or otherwise nonconforming. If Buyer rejects any portion of the Goods, without otherwise limiting any other rights and remedies available to Buyer under this Agreement or under applicable law, Buyer may, at its sole option: (a) return nonconforming Goods or Services to Seller, at Seller’s risk and expense, and require Seller to immediately issue Buyer a refund of all amounts paid or full credit against the price otherwise chargeable; (b) return nonconforming Goods or Services to Seller, at Seller’s risk and expense, and require Seller promptly repair or replace the Goods or re-perform the Services at Seller’s risk and expense; (c) retain the Goods and Services and set off losses against any amount due Seller or its affiliates by Buyer or its affiliates; or (d) repair or replace the Goods and Services and charge Seller with all direct and indirect expenses arising therefrom. If Buyer requires repair or replacement of the Goods, Seller shall, at its sole risk and expense, promptly repair or replace the rejected Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the rejected Goods and the delivery of repaired or replacement Goods. Any exercise by Buyer of its rights and remedies under this Section 14 shall not reduce Seller’s obligations or Buyer’s rights and remedies under the Agreement or applicable law, and Buyer shall have the right to conduct further inspections after Seller has carried out any remedial actions.

15. Remedies: The rights and remedies reserved to Buyer herein are cumulative with and in addition to all other legal or equitable remedies available to Buyer under the Agreement or applicable law. No delay or failure by Buyer in exercising any of Buyer’s rights or remedies shall be deemed a waiver of, or otherwise diminish or affect, such right or remedy. In any action brought by Buyer to enforce Seller’s obligations in connection herewith, Seller acknowledges and agrees that monetary damages may not be a sufficient remedy, and Buyer shall be entitled to specific performance and injunctive equitable relief as a remedy for any breach (without the necessity of showing damages or posting bond), plus recovery of Buyer’s actual attorneys’ fees and other professional fees. BUYER SHALL NOT BE LIABLE TO SELLER, UNDER ANY CIRCUMSTANCES, FOR ANTICIPATED OR LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES OF ANY KIND.

16. Service and Replacement Parts: Seller hereby agrees to sell to Buyer or its designee one hundred percent (100%) of Buyer’s service and replacement requirements for the Goods, including component parts and materials (“Replacement Parts”). Pricing for the Replacement Parts shall be as mutually agreed by the parties in good faith. Seller’s obligation with respect to Replacement Parts shall survive any expiration or termination of the Agreement.

17. Term: Subject in all respects to Buyer’s termination rights, the Agreement is binding on the parties for (a) the duration as expressly set forth in the Purchasing Documents, or (b) one (1) year from the date the Purchasing Documents are issued. The Agreement will automatically renew for successive one (1) year periods thereafter unless Buyer provides notice to Seller of its desire not to renew. Seller’s obligations with respect to service and replacement Goods will survive expiration or termination of the Agreement.

18. Termination by Buyer for Convenience: Buyer may terminate the Agreement or all or any part of the Purchasing Documents at any time and for any reason in its sole discretion by giving at least thirty (30) days’ notice to Seller. Effective upon such termination, Seller will: (a) promptly terminate all work relating to the Goods or Services; (b) deliver to Buyer all finished Goods held by Seller; and (c) deliver to Buyer all work-in-process incorporating Buyer’s intellectual property and raw materials. In connection with such termination, Buyer shall pay Seller only: (i) the price for all conforming finished Goods described in Subsection (b) above actually delivered to and accepted by Buyer; and (ii) the reasonable cost of usable work-in-process and raw materials described in Subsection (c) above that are actually delivered to and accepted by Buyer. Buyer’s payment obligations upon termination shall in no event exceed the amount that would have otherwise been due Seller had no termination occurred.

19. Termination for Cause: Buyer may immediately terminate the Agreement or all or any part of the Purchasing Documents, without liability to Seller and without prior notice, if Seller: (a) breaches, threatens to breach, or repudiates any of the terms and conditions of the Agreement (b) offers for sale, accepts an offer for the sale of, or sells a substantial portion of the assets used for the production of Goods or the performance of Services (c) undergoes (i) a material change in the direct or indirect ownership or control of Seller (including control of more than twenty-five percent (25%) of Seller’s equity interests), (ii)any merger or consolidation directly or indirectly involving Seller, or (iii) any other substantial change in Seller’s organization (each, a “Change of Control”);or (d) undergoes an event of the insolvency, bankruptcy, reorganization, receivership, or liquidation, makes an assignment for the benefit of its creditors, ceases to carry on business in the ordinary course, or permits a receiver to be appointed in respect of Seller’s property.

20. Intellectual Property: Seller hereby grants to Buyer an irrevocable, non-exclusive, worldwide license to use any intellectual property used in the manufacture of the Goods or relating to the Services to make, have made, use, sell, and exploit the Goods and Services. Seller hereby further grants to Buyer a permanent, paid-up, irrevocable, non-exclusive, worldwide license to use, repair, modify, and sell any software incorporated in the Goods or Services in conjunction with the use, sale, or any other exploitation thereof. All other written work products or materials, which are created in the course of performing the Agreement, separately or as part of any Goods or Services, shall be deemed “works made for hire” and shall be Buyer’s sole property. To the extent that such works of authorship do not qualify under applicable law as works made for hire, Seller hereby assigns to Buyer all right, title, and interest in any intellectual property rights in such works of authorship.

21. Audits: Upon reasonable advanced notice to Seller (of at least twenty-four (24) hours), Buyer may conduct or cause to be conducted inspections and audits at Seller’s facilities, including reviewing Seller’s books and records relating to the Goods and Services. Seller will preserve information subject to inspection and audit under this Section (or otherwise under the Agreement) for three (3) years.

22. Independent Contractor: If the Agreement covers Services, Seller represents and warrants that it is an independent contractor, and neither Seller nor any of Seller’s employees or agents shall be considered agents or employees of Buyer. Seller further represents and warrants such Services shall be performed in accordance with the highest standards of professional and ethical competences and integrity in Seller’s industry by individuals with the necessary knowledge, skill, expertise, and training in a diligent, workmanlike, prompt, and professional manner.

23. Work On Premises: If performance of Services or delivery or installation of Goods by Seller involves operations by its employees, subcontractors, or other representatives on the premises of Buyer, (a) Seller shall at all times enforce strict discipline and maintain good order among all persons engaged in the activity on the premises and shall cause them to comply with all policies in force at the premises, including all fire prevention and safety rules and regulations, and all applicable laws; (b) Seller shall take all necessary steps to prevent any injury or damage to persons or property; and (c) Seller shall keep the premises free from accumulation of waste materials and rubbish caused by its employees or subcontractors and, upon completion, shall promptly remove all of Seller’s and its representatives’ equipment and surplus materials.

24. Materials And Equipment: Seller shall supply, at its own expense, all materials, equipment, tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, together with any accessions, attachments, parts, accessories, substitutions, replacements, and appurtenances thereto, and all related documentation, drawings, specifications, samples, test reports, hardware, software, and facilities required to perform its obligations under the Agreement . Notwithstanding the foregoing, Seller expressly acknowledges and agrees that all materials, equipment, tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, together with any accessions, attachments, parts, accessories, substitutions, replacements, and appurtenances thereto, and any special items of a like nature produced or otherwise obtained by Seller in connection with performing Seller’s obligations under the Agreement that are furnished to Seller or specifically paid for, in whole or in part, by Buyer(“Tooling”) shall be held by Seller on a bailment basis and remain the property of, with both title and the right of possession in, Buyer and without limiting any other rights and remedies available to Buyer. While in Seller’s direct or indirect custody or control, all Tooling shall be held at Seller’s risk, fully insured by Seller against loss or damage in an amount equal to the replacement cost thereof at Seller’s sole cost, conspicuously marked, and used solely in Seller’s performance of its obligations under the Agreement. Seller shall promptly return all Tooling to Buyer at Buyer’s request at any time and without notice. Seller shall not permit any liens, claims, or encumbrances to be placed upon any Tooling. Seller shall, at Seller’s sole cost, maintain the Tooling in good condition and repair, and shall replace any Tooling if, as, and when reasonably required. All Tooling shall be returned to Buyer in no less than the same condition as originally received by Seller, reasonable wear and tear excepted. BUYER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

25. Insurance: Seller shall purchase and maintain at all times (in commercially reasonable amounts): (a) commercial general liability coverage in the amount of at least five million dollars ($5,000,000) or such other amount required by Buyer, including product liability coverage; (b) worker’s compensation coverage at statutory requirements; (c) all risks property coverage, including business interruption; and (d) professional liability coverage without any cyber exclusion. Each of the forgoing policies must be maintained with a company rated “A- VII” or better by A. M. Best, or a reasonable equivalent. At Buyer’s request, Seller shall promptly deliver a certificate of insurance identifying Buyer as an additional insured and loss payee. Any cancellation or change shall not affect Seller’s obligation to maintain the required insurance coverage.

26. Force Majeure: If either party is unable to perform its obligations under the Agreement as a result of an event or occurrence beyond the reasonable control of such party and without such party’s fault or negligence, including, but not limited to, acts of God, flood, fire, earthquake, explosion, foreign or domestic governmental actions, regulations or orders (whether or not later determined invalid), war, invasion or hostilities (whether war is declared), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, disease or other public health emergency (including government-mandated quarantine and travel restrictions), lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, directed suppliers, telecommunication, tooling or other equipment breakdown (or any repair, maintenance or rehabilitation thereof), shortage of fuel, power or other utilities, supplies, infrastructure, or transportation, or other similar or dissimilar events beyond the reasonable control of a party, then any delay or failure to perform under the Agreement that results solely and directly from such event or occurrence will be excused for only so long as such event or occurrence continues so long as the affected party gives notice of the delay to the other party as soon as practicable after the event or occurrence but in no event more than two (2) days thereafter (together with all information reasonably necessary to understand and verify the same, and an estimate of the duration thereof). Seller shall use diligent efforts to end the delay or failure and ensure the effects of such force majeure event are minimized and shall resume performance of its obligations as soon as reasonably practicable after the removal of the event causing such delay or failure. During any delay or failure to perform by Seller, Buyer may (a) purchase substitute goods and services from other available sources and reduce its order quantities for Goods and Services respectively, with Seller reimbursing Buyer for any additional costs to Buyer for such substitutes; or (b) have Seller provide substitute goods and services from other available sources as it directs. Notwithstanding the foregoing, in the event any delay lasts more than thirty (30) days, either party may terminate the Agreement or all or any part of the Purchasing Documents without any liability or obligation to the other party.

27. Assignment: Seller may not assign or delegate the Agreement, any portion of work in connection with the Agreement, or any of Seller’s rights or obligations under the Agreement without Buyer’s prior written consent. Any attempted assignment or delegation by Seller in contravention of this Section shall be null and void ab initio. A Change of Control shall be deemed an assignment by Seller. The Agreement shall inure to the benefit of the parties’ permitted successors and assigns.

28. Compliance with Laws and Buyer’s Policies: Seller represents and warrants to Buyer that the manufacture, delivery, performance, and sale of the Goods and Services shall at all times strictly comply with all applicable laws of the country of origin, manufacture, destination, and use, or which otherwise relate to the manufacture, performance, labeling, transportation, distribution, importation, licensing, approval, or certification of the Goods and Services or Seller’s operations. Upon Buyer’s request from time to time, Seller shall furnish Buyer with specific declarations and certifications of legal compliance or otherwise certify in writing its compliance with any or all of the foregoing. Seller shall comply with all applicable domestic and foreign anti-bribery and anti-corruption laws, and other laws governing improper payments. Seller shall abide by the requirements of all laws and regulations prohibiting 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, sexual orientation, gender identity or national origin.

29. Export; Import; Conflict Minerals: Seller is responsible for compliance with all applicable U.S. export international trade control laws. Additionally, to the extent any Goods are to be imported into the U.S., Seller shall, upon Buyer’s request, comply with all applicable requirements of the United States Customs and Border Protection’s Customs Trade Partnership Against Terrorism initiative (or any successor thereof).

30. Miscellaneous: The Agreement contains the entire understanding of the parties relating to the subject matter thereof. The Agreement may only be amended or modified in writing signed by an authorized representative of Buyer. Neither party has authority to assume or create any obligation on behalf of the other party. In the event of a conflict between the Terms and any other Purchasing Document made part of the Agreement, the applicable Purchasing Document shall control. Buyer’s waiver of any breach by Seller shall not be construed as a waiver of any other breach, and no waiver by Buyer shall be effective unless it is in writing. The failure of Buyer to require performance under any provision of the Agreement shall in no way affect Buyer’s right to require full performance at any subsequent time. The validity, interpretation, and enforcement of the Agreement shall be governed by the law of the State of Michigan, without regard to conflicts of law provisions, and the U.N. Convention on Contracts for the International Sales of Goods shall not apply. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, or otherwise invalid or unenforceable, the remaining provisions will remain in full force and effect, and the parties shall substitute the invalid or unenforceable provision with a valid provision that, as closely as possible, achieves the same business purpose as the invalid or unenforceable provision. These Terms shall survive and continue in full force and effect following the expiration or termination of the Agreement. The Agreement constitutes the entire agreement between Buyer and Seller, and no prior offers, proposals, quotations, statements, forecasts, or courses of dealing, usage, or trade shall be part of the Agreement.