COTS PURCHASE ORDER TERMS AND CONDITIONS

Version Control 08/05/2024

1. APPLICABILITY. These Purchase Order Terms and Conditions (“Terms”) apply to the purchase of products or components (“Goods”) by BSNC Government Services, LLC or any subsidiary or affiliate of BSNC Government Services, LLC, to the counterparty identified on the Purchase Order (“Vendor”). The accompanying Purchase Order and any attachments, together with these Terms (collectively, the “Agreement”), comprises the complete Agreement between the parties concerning the purchase of Goods. In the event Vendor submits written terms and conditions concerning the purchase of Goods and/or the accompanying Purchase Order, these Terms shall prevail.

 2. DEFINITIONS. For purposes of the Agreement, Vendor is defined as the party providing the Goods, and Buyer is defined as the party receiving the Goods.

3. SALE OF GOODS. Vendor shall sell to Buyer and Buyer shall purchase from Vendor the goods set forth on the face of the Purchase Order (the "Goods") in the quantities, at the prices, and upon these terms and conditions set forth herein.

4. ACCEPTANCE. A signature by Vendor’s authorized employee on the Purchase Order, or other written acknowledgment of the Purchase Order shall constitute acceptance by Vendor of the Purchase Order and of all these Terms. This supersedes any and all proposals, correspondence and oral agreements made prior to the date hereof, and without limitation it is expressly agreed that all provisions of quotations, brochures, sales proposals, proposal forms and other documents provided by Vendor shall be void to the extent they are in any way inconsistent with these Terms. No additional terms or conditions stated by Vendor in acknowledging or otherwise accepting the Purchase Order shall be binding upon Buyer unless specifically accepted in writing by Buyer.

5. DELIVERY DATE/QUANTITIES. Time is of the essence in the fulfillment of all the terms of the Purchase Order. The whole of the material and work shall be fully delivered, installed (if so specified) and/or otherwise completed by the date or dates specified on the Purchase Order, or as otherwise agreed in writing. Unauthorized advance or excess shipments are returnable at Vendor’s expense. Buyer shall be reimbursed in full for all returned excess shipments. Vendor shall be responsible for any delays and costs associated with untimely delivery. Vendor must immediately notify Buyer in writing if delivery schedule will not be met.

6. PLACE OF DELIVERY. The place of delivery shall be that set forth in the area titled “Destination” on the face of the Purchase Order. Any change thereto shall be affected by modification as provided for in the clause titled “Modifications.”

 7. PURCHASE PRICE. Buyer’s obligation to pay is limited to the price listed on the face of the Purchase Order, subject to any changes to such price as permitted herein. Unless otherwise provided for in the Purchase Order, Vendor shall not add any form of mark up to freight and is required to produce a copy of the bill of lading, if requested, prior to payment.

8. INVOICING AND PAYMENT. Vendor shall submit invoices to payables@beringstraits.com unless otherwise specified in the Purchase Order’s Special Instructions. Upon timely submission of proper invoices, Buyer shall pay the Purchase Price set forth herein for all material and supplies delivered and accepted in accordance with the provisions of the Purchase Order. Vendor shall submit separate invoices for each Purchase Order. Invoices shall indicate the Purchase Order number, shall be itemized, and transportation charges, if any, shall be listed separately. A copy of the appropriate bill of lading, and the freight waybill, when applicable, should be attached to the invoice. If payment terms on the cover of the Purchase Order indicate pay when paid terms, Payment shall be made to Vendor within ten (10) days from receipt of payment by Buyer’s Customer/Owner. If payment is not received by Buyer from Owner with respect to such invoice, through no fault of Vendor, then Buyer has no obligation to make payment to Vendor until receipt of monies from Owner. Vendor’s acceptance of the payment amount stated on the face of the Purchase Order or subsequent modification releases Buyer from all further liabilities, obligations, claims, and demands whatsoever arising out of or under the Purchase Order.

9. GENERAL WARRANTIES. Vendor warrants to Buyer that all Goods will: (A) pass-through to Buyer all available manufacturer’s warranties and additional third party warranties used in the acquisition of the Goods for the maximum period allowable, but no less than one year; (B) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Buyer; (C) be merchantable; (D) be free and clear of all liens, security interests, or other encumbrances; and (E) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods with the foregoing warranties. In addition to manufacturer’s return policy(ies) and other remedies available, Buyer reserves the right at its sole discretion to return defective items for full refund or replace at Vendor’s expense.

10. FORCE MAJEURE. The term Force Majeure, as employed herein, shall mean acts of God, strikes, lockouts, acts of public enemy, changes in any applicable laws, riots, civil disturbances, explosions, blockades or embargoes, fires, floods, or other causes not reasonably within control of the party or those retained by a party claiming such inability. If, by any reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligation under the Purchase Order, then such party shall give notice and full particulars of such Force Majeure in writing to the other party as soon as possible after such occurrence of the event or cause relied upon. The obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

11. SAFETY DATA SHEETS. Any product supplied by Vendor that is required by law to have a Safety Data Sheet (“SDS”) shall have a new and legible copy of such sheet provided by Vendor for each appropriate item upon delivery of goods to Buyer. An SDS shall accompany the goods and be included with the packing slip(s).

12. RIGHT OF INSPECTION. Buyer shall have the right, but not obligation, to inspect the goods at Vendor’s location prior to shipment and/or at delivery, prior to acceptance.

13. SHIPPING DOCUMENTS. Vendor shall properly pack, mark, and ship Goods as instructed by Buyer and otherwise in accordance with applicable laws and industry standards. All deliveries against the Purchase Order must be accompanied by an itemized packing list prominently identified and attached to the outside of the shipping container(s), and any additional documentation required by Prime Contract. The Packing List must quote Buyer’s Purchase Order number and item number(s). Purchase Order number must also be shown on the address label and on all related freight bills. Mark all items or containers of identical items with the appropriate Buyer item numbers. Buyer reserves the right to return, at Vendor’s expense, any materials or supplies that are unmarked or improperly counted, packaged, crated, or improperly shipped and delivered.

14. COVENANT TO PROVIDE IMPORT AND EXPORT-RELATED INFORMATION. Without prejudice to Buyer's rights and remedies under the Agreement, on Buyer's request Vendor shall promptly provide all information necessary to export and import Goods under the Purchase Order, including, as applicable, the Export Control Classification Numbers (ECCN) and subheadings or munitions list category numbers, and shall Notify Buyer of any changes to the information provided by Vendor to export and import Goods under the Purchase Order. If applicable, Vendor’s Supplier ITAR and EAR Certification is incorporated by reference into this Agreement.

15. CYBERSECURITY SUPPLY CHAIN RISK MANAGEMENT REQUIREMENTS (APPLICABLE IF PURCHASE ORDER INCLUDES INFORMATION AND COMMUNICATIONS TECHNOLOGY) a. Vendor shall identify, assess, and mitigate cybersecurity risks throughout the supply chain at all levels within the Vendor’s organization. Vendor’s cybersecurity supply chain risk management (C-SCRM) policies and procedures must comply with the requirements of U.S. Executive Order 14028 and NIST SP-800-161r1 C-SCRM for Systems and Organizations. Vendor’s C-SCRM policies and procedures must be designed with best practices to assess internal and external risks that stem from the third parties that produce products and/or provide services that make up the Vendor’s supply chain. b. Vendor shall limit information system access to authorized users, processes acting on behalf of authorized users, devices (including other information systems), and the types of transactions and functions that authorized users are permitted to exercise. Vendor shall define and manage such information system access to ensure that it does not inadvertently result in the unauthorized release, modification, or destruction of information. This access should be limited to only the necessary type, duration, and level of access for authorized enterprises (and authorized individuals within those enterprises) and monitored for cybersecurity supply chain impact. c. Vendor is required to ensure its products and services do not contain malicious functionality, are not counterfeit, and are not vulnerable due to poor manufacturing and development practices within the supply chain. Vendor shall periodically assess its products, services, and information systems security controls associated with such products and services to determine effectiveness associated with functionality and correct deficiencies or eliminate vulnerabilities. d. Vendor shall (i) ensure that managers and users of its information systems are made aware of the security risks associated with their activities and of the applicable laws, Executive Orders, directives, policies, standards, instructions, regulations, or procedures related to the security of such systems; and (ii) ensure that their employees are adequately trained to carry out assigned information security-related duties and responsibilities. e. Vendor shall create, protect, and retain information system audit records to the extent needed to enable the monitoring, analysis, investigation, and reporting of the unlawful, unauthorized, or inappropriate information system activity and ensure that the actions of the individual information system users can be uniquely traced to those users to ensure accountability. f. Buyer shall develop acceptance criteria for the Goods and services to be provided under the Purchase Order and Vendor shall not deviate from these standards. Acceptance criteria shall be determined per the Owner and may be based on (1) functionality; (2) performance; and (3) development considerations.

16. Vendor must have an emergency response, backup operation, and post-disaster recovery plan for its information systems and documentation to ensure the availability of critical information resources in emergency situations.

17. TITLE AND RISK OF LOSS. Title and risk of loss of any goods subject to the Purchase Order shall pass to Buyer only when Buyer actually receives or takes possession of the goods at the place(s) specified for delivery on the face of the Purchase Order, unless otherwise mutually agreed to in writing.

18. RIGHT TO TERMINATE. In addition to any remedies that may be provided under the Purchase Order, Buyer may terminate the Purchase Order with immediate effect prior to acceptance of the Goods upon written notice to Vendor, in whole or in part, without penalty. Buyer may elect to obtain all or some of the Goods and charge Vendor for the excess costs of reprocurement, including but not limited to any indirect or direct loss, damage or expense, including attorney fees, arising out of Vendor’s failures. In the event of termination, Buyer retains the right to be reimbursed in full for all pre-payments to Buyer, including deposits, for items not delivered.

 19. WAIVER. No claim or right arising out of a breach of the Purchase Order can be discharged in whole or in part by a waiver or renunciation of the claim or right, unless the waiver or renunciation is supported by consideration and is in writing, signed by the aggrieved party. Buyer’s receipts of goods covered by the Purchase Order shall not constitute a waiver of any claims for damages due to delay in delivery or due to defective or nonconforming goods.

20. DAMAGES. Vendor shall be liable for all damages, costs, and expense, including but not limited to Buyer’s actual attorney’s fees, and all other losses resulting from any breach of the Purchase Order. Vendor’s damages, however, are expressly limited to the purchase price.

21. INDEMNIFICATION. Vendor shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under the Purchase Order and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, "Losses"), arising out of or resulting from any claim of a third party or Buyer arising out of or occurring in connection with the Goods purchased from Vendor or Vendor's negligence, willful misconduct, or breach of the Purchase Order, any accompanying attachments, or these Terms. Vendor shall not enter into any settlement without Buyer's or Indemnified Party's prior written consent.

22. INTELLECTUAL PROPERTY INDEMNIFICATION. Vendor shall, at its expense, defend, indemnify, and hold harmless Buyer and any Indemnified Party against any and all Losses arising out of or in connection with any claim that Buyer's or Indemnified Party's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Vendor enter into any settlement without Buyer's or Indemnified Party's prior written consent.

23. INSURANCE. Vendor shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability), no less than $1 million for each occurrence or the Purchase Price, whichever is greater. Upon Buyer's request, Vendor shall provide Buyer with a certificate of insurance from Vendor's insurer evidencing the insurance coverage specified in these Terms.

 24. DISPUTES. No claim, dispute or controversy shall interfere with the progress of the Purchase Order and Vendor shall proceed as directed by Buyer. a. As to any claims asserted by Vendor related to acts or omissions of Buyer’s customer (“Owner”) or its representatives or claims by Owner for which Vendor may be responsible, Vendor agrees to prosecute or defend such claims in Buyer’s name, in accordance with any disputes provisions contained in the Contract Documents. Vendor shall have full responsibility for presentation or defense of such claims and shall bear the expenses thereof, including attorneys’ fees. Vendor agrees to be bound by the procedure and final determinations as specified in any such disputes clause, and will not take, or will suspend, any other action or arbitration relating in any way to such claims, pending final determination under such disputes clause. Vendor shall not be entitled to receive any greater amount from Buyer than Buyer actually does receive from Owner as full satisfaction and discharge of all claims for or on account of acts or omissions of Owner or its representatives. b. Disputes not controlled by the above, shall be decided by arbitration in Anchorage, Alaska in accordance with the American Arbitration Act unless Buyer, in its sole discretion, decides to dispense with arbitration; in that case resort shall be to the courts. Buyer may join or consolidate any third party or claim into an arbitration with Vendor for final resolution. The award rendered by the arbitrators shall be final, and judgment may be entered upon and in accordance with applicable law. Vendor shall participate in any arbitration which relates to or arises from this Purchase Order.

 25. MODIFICATIONS. Any change or modification to the Purchase Order, or in the plans and specifications in connection therewith, or these Terms, shall be in writing and approved by the Parties before the same shall be binding on the Parties.

26. ASSIGNMENT. Vendor shall not assign, sell, transfer, or in any way encumber its interest of the whole or any part of the Agreement without prior written approval of Buyer, however, such approved assignment shall not operate as a release of the assigning Party from any obligation hereunder arising prior to the effective date of the assignment. Any impermissible assignment will be void and will not relieve the assigning Party of its obligations under the Agreement.

27. LAWS GOVERNING AND VENUE. Vendor shall comply fully with all applicable Federal, State, and local laws, rules, and regulations in carrying out its obligations under the Agreement. The Agreement shall be interpreted and controlled by the laws of the State of Alaska.

 28. DRAFTING. The Agreement shall not be construed against either Party or Owner.

29. ENFORCEABILITY. If any provision or part of this is determined to be unlawful or unenforceable, then all other provisions or parts not held to be unlawful or unenforceable shall remain effective and in full force.