PURCHASE ORDER TERMS AND CONDITIONS

Version Control 3/12/2024

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

2. Acceptance. A signature by Vendor’s authorized employee on this Purchase Order, or other written acknowledgment of this Purchase Order shall constitute acceptance by Vendor of this Purchase Order and of all its terms and conditions. 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 this. No additional terms or conditions stated by Vendor in acknowledging or otherwise accepting this Purchase Order shall be binding upon Buyer unless specifically accepted in writing by Buyer.

3. Delivery Date/Quantities. Time is of the essence in the fulfillment of all the terms of this 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 this 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.

4. Place Of Delivery. The place of delivery shall be that set forth in the area titled “Destination” on the face of this Purchase Order. Any change thereto shall be affected by modification as provided for in the clause titled “Modifications.”

5. Purchase Price. Buyer’s obligation to pay is limited to the price listed on the face of this Purchase Order, subject to any changes to such price as permitted herein. Unless otherwise provided for in this 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.

6. Invoicing And Payment. Vendor shall submit invoices to payables@beringstraits.com. 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 this 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 this 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 this Purchase Order or subsequent modification releases Buyer from all further liabilities, obligations, claims, and demands whatsoever arising out of or under this Purchase Order.

7. Invoice Disputes. Buyer shall notify Vendor of any dispute with any invoice prior to payment due date. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the article titled “Disputes.” Notwithstanding anything to the contrary, Vendor shall continue performing its obligations under this Purchase Order during any such dispute.

8. Setoff Permitted. Notwithstanding anything to the contrary in this Purchase Order, and without prejudice to any other right or remedy it has or may have, Buyer may, with advance notice to Vendor, set off or recoup any liability it owes to Vendor against any liability for which Buyer determines in good faith Vendor is liable to Buyer or its affiliates, whether either liability is matured or unmatured, is liquidated or unliquidated, or arises under this 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; (E) not infringe or misappropriate any third party's patent or other intellectual property rights; and (F) be merchantable and fit for Buyer’s or its customer’s intended use, and that such items shall be free from defects in design, material, and workmanship. 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. Defective Workmanship. If any of the materials and/or services furnished hereunder are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, Buyer may, at its option, reject and return such materials and/or cause discontinuation of such services at Vendor’s expense. Such materials shall not be replaced or services continued without express written authorization from Buyer. Buyer may accept, without prejudice, a portion of any shipment and, at its option, have Vendor repair or replace any non-conforming portion of the shipment, at Vendor’s expense. Final acceptance shall not be conclusive with respect to defects, fraud, or negligence, or with respect to Buyer’s rights under the “General Warranties” clause. Full or partial payment shall not be construed as acceptance of defective workmanship or improper materials.

11. Duty to Advise. Vendor shall promptly provide notice to Buyer of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: any failure by Vendor to perform any of its obligations under this Agreement; any anticipated delay in delivery of Goods; any known defects or quality problems relating to Goods including recalls; any change in control or ownership of Vendor; any deficiency in Buyer specifications, samples, prototypes, or test results relating to this Purchase Order. In addition, Vendor shall promptly notify Buyer of any change in Vendor's authorized representatives, insurance coverage, or professional certifications.

12. 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 this 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.

13. 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).

14. Right Of Inspection. Vendor agrees that the goods and materials supplied hereunder will be subject to inspection and acceptance by the supervising authority to determine conformance to the plans and specifications for the Prime Contract. Buyer shall have the right to reject goods delivered within a reasonable time after delivery and inspection, which shall not be more than ten (10) days. 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.

15. 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 this 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.

16. Hazardous Goods Handling Requirements. For each shipment of Goods, Vendor shall provide Buyer, in writing, sufficient advance warning and notice (in addition to including appropriate labels on Goods, containers, and packing) of any hazardous or restricted material that is an ingredient or a part of the shipment, together with such special handling instructions as may be necessary to advise logistics providers, handlers of the Goods, and personnel of how to exercise that measure of care and precaution that will comply with any applicable laws and prevent bodily injury or property damage in the handling, transportation, processing, use, or disposal of the Goods, containers, and packing.

17. Covenant to Provide Import- and Export-Related Information. Without prejudice to Buyer's rights and remedies under this Purchase Order, on Buyer's request Vendor shall promptly provide all information necessary to export and import Goods under this 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 this Purchase Order. If applicable, Vendor’s Supplier ITAR and EAR Certification is incorporated by reference into this Purchase Order.

18. Title And Risk Of Loss. Title and risk of loss of any goods subject to this 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 this Purchase Order, unless otherwise mutually agreed to in writing.

19. Right To Terminate. In addition to any remedies that may be provided under this Purchase Order, Buyer may terminate this 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.

20. Government Right to Terminate. If the Prime Contract is terminated by Owner (as defined below) discretion, this Purchase Order, may at Buyer’s option, be terminated and an equitable adjustment for work by Vendor prior to termination may be negotiated.

21. Waiver. No claim or right arising out of a breach of this 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 this Purchase Order shall not constitute a waiver of any claims for damages due to delay in delivery or due to defective or nonconforming goods.

22. 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 this Purchase Order. Vendor’s damages, however, are expressly limited to the purchase price. Except for liability for indemnification, liability for breach of confidentiality, or liability for infringement or misappropriation of intellectual property rights, neither Buyer nor its representatives is liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of or relating to any breach of this Purchase Order, whether or not such damages were foreseeable or Buyer was advised of the possibility of such damages, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

23. 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 this 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 this Purchase Order. Vendor shall not enter into any settlement without Buyer's or Indemnified Party's prior written consent.

24. 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.

25. 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 this Purchase Order. Buyer may request additional coverage, subrogation waivers, or to be named as an additional insured as applicable.

26. Disputes. No claim, dispute or controversy shall interfere with the progress of this Purchase Order and Vendor shall proceed as directed by Buyer. 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. 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.

27. Modifications. Any change or modification to the Purchase Order or terms and conditions of this Purchase Order shall be in writing and approved by the Parties before the same shall be binding on the Parties. If changes, additions, or deletions result from Buyer’s contract with Owner, the price adjustment shall be the amount approved and paid for by Owner, less Buyer’s markup. If the change, addition, or deletion is initiated by Buyer, and relates to quantities, and there are unit prices, the Purchase Price shall be amended by extending the number of units as amended against the unit price. Other changes shall be equitably adjusted by agreement, and if the Parties are unable to agree, then the Purchase Price will be resolved pursuant to the article of this Purchase Order titled “Disputes.” Vendor shall not be entitled to profit or markup on work not performed. Any claim by Vendor for price adjustments must be made in writing within five (5) working days from the date such changed, extra, or additional work is ordered or, if the project Contract Documents provide for a shorter period, within sufficient time to permit Buyer to give the specified notice to Owner.

28. Notices. All notices, requests, consents, claims, demands, waivers, and other such communications under this Purchase Order (each, a "Notice") must be in writing and addressed to the other Party at its address set forth on this face of this Purchase Order or to such other address that the receiving Party may designate from time to time. Notices will be deemed properly delivered by duly mailed registered letters to the other Party, or by acknowledged receipt of email or facsimile. Except as otherwise provided in this Purchase Order, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

29. No Public Announcements. Neither Party shall (orally or in writing) publicly disclose, issue any press release, or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other Party, which shall not be unreasonably withheld, except if and to the extent that such Party is required to make any public disclosure or filing regarding the subject matter of this Purchase Order by applicable law or pursuant to any rules or regulations of any securities exchange of which the securities of such Party are listed or traded.

30. Assignment. Vendor shall not assign, sell, transfer, or in any way encumber its interest of the whole or any part of this Purchase Order 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 this Purchase Order.

31. 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 this Purchase Order. This Purchase Order shall be interpreted and controlled by the laws of the State of Alaska.

32. Joint Drafting. This Purchase Order shall not be construed against either Party or Owner.

33. 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.

34. Survival. Subject to the limitations and other provisions of this Purchase Order: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Purchase Order.

 35. Further Assurances. Upon Buyer's reasonable request, Vendor shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Purchase Order.

36. Entire Agreement. This Purchase Order, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.