BRIGHTON SCIENCE PURCHASING TERMS AND CONDITIONS

1. Acceptance.

This Purchase Order is an offer by Brighton Technologies, LLC d/b/a Brighton Science (“Buyer”) to purchase the Goods and/or Services (as applicable) from Supplier in accordance with and subject to the terms herein and therein. The Purchase Order is not binding on Buyer until it is accepted by Supplier. Supplier will be deemed to have accepted the Purchase Order when it (i) sends Buyer notice of acceptance in writing, (ii) starts to perform the Services in accordance with the terms of the Purchase Order, and/or (iii) delivers any or all of the Goods covered by the Purchase Order, whichever occurs first. Buyer may withdraw the Purchase Order at any time before it is accepted by Supplier. No contract will exist except herein provided.
Any additional or different terms proposed by Supplier are objected to and rejected and will be deemed a material alteration hereof, unless expressly assented to in writing by Buyer. Furthermore, Buyer will not be bound by, any "disclaimers" or "click to approve" terms or conditions now or hereafter contained in any website used by Buyer in connection with the Goods and/or Services (as applicable) or the Purchase Order.

The Purchase Order, together with any documents incorporated herein and therein by reference, constitutes the sole and entire agreement of the parties with respect to the purchase and sale of the Goods and/or Services (as applicable), and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Purchase Order.

Buyer will provide any necessary drawings,  assembly instructions, or quality documents.

2. Delivery Date

The Goods will be shipped and billed based upon the dates provided by Buyer. In the case of a blanket purchase order, where a fixed amount is committed to be purchased within a given time but product is to be delivered and billed in accordance with a release schedule, Buyer will provide Supplier the release schedule detailing multiple dates for delivery and billing. The release schedule is subject to change with thirty (30) days advance notice to Supplier by Buyer.

Timely delivery of the Goods and/or Services (as applicable) is of the essence. If Supplier fails to deliver the Goods and/or Services (as applicable) within fifteen (15) days of the Delivery Date, Buyer may terminate the Purchase Order immediately by providing written notice to Supplier. The specific quantity of Goods ordered (if any) must be delivered in full and not be changed without Buyer's written consent. If Supplier delivers more or less than the quantity of Goods ordered, Buyer may reject all or any of the Goods. Any such rejected Goods will be returned to Supplier at Supplier's risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods will be adjusted on a pro-rata basis. 

3. Delivery Location; Shipping Terms.

All Goods will be delivered to, and all Services will be performed at, the address specified in the Purchase Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer.
Delivery of the Goods (if any) covered by the Purchase Order will be made in accordance with the delivery terms of this Purchase Order, including the release schedule attached to this order as modified from time to time by Buyer. 

The "PO Number" indicated in the Purchase Order must appear on all applicable shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Purchase Order.

4. Title; Risk of Loss.

Title to the Goods covered by the Purchase Order (if any) passes to Buyer upon delivery of the Goods to the Delivery Location. Delivery of the Goods is not complete until such Goods have actually been received and accepted by Buyer. Supplier bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

5. Packaging

All Goods covered by the Purchase Order (if any) must be packed for shipment according to Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Supplier must provide Buyer prior written notice if it requires Buyer to return any packaging materials. Any return of such packaging materials will be made at Supplier's expense.

6. No Exclusivity or Minimums.

The Purchase Order is a non-exclusive agreement. Buyer is free to engage others to provide goods or services the same as or similar to the Goods and/or Services (if any) to be provided under the Purchase Order. Buyer is not obligated to any minimum purchase or future purchase obligations under the Purchase Order.

7. Prices.

The price of the Goods and/or Services (as applicable) is the price stated in the Purchase Order (the "Price"). 

Supplier warrants that the Prices shown in the Purchase Order are complete and inclusive of all charges including, without limitation, charges for shipping, packaging, labeling, custom duties, taxes, insurance, storage, boxing and crating. No additional charges will be added to the Price, nor will any increase in the Price last quoted or charged to Buyer be effective, whether due to increased materials, labor or transportation costs or otherwise, without the prior written consent of Buyer.

8. Payment Terms; Late Fees.

Supplier will not issue an invoice to Buyer prior to delivery of the Goods and/or completion of the Services (as applicable) and then only in accordance with these Terms. All invoices and payments hereunder will be denominated in US dollars, unless otherwise required by Law or agreed to by the parties.

Buyer will pay all properly invoiced amounts due to Supplier in accordance with the payment terms specified in the Purchase Order. If no payment terms are specified, Buyer will pay all properly invoiced amounts due to Supplier within forty-five (45) days after Buyer's receipt of such invoice (or within such shorter period of time as required by Law).

Notwithstanding anything to the contrary contained in this Section, Buyer may withhold from payment any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer will deliver a written statement to Supplier listing all disputed items and providing a reasonably detailed description of each disputed item. The parties will seek to resolve all such disputes expeditiously and in good faith. Supplier will continue performing its obligations under the Purchase Order notwithstanding any such dispute.

9. Setoff.

Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off or recoup, at any time, any amount owing to it by Supplier against any amount payable by Buyer to Supplier.

If Buyer fails to pay any undisputed amount due to Supplier under the Purchase Order by the applicable payment date, then Buyer will be charged such fees and/or interest (if any) as may be imposed by Law; provided that in no event shall interest accrue at a rate in excess of 2% per annum above the Bank of England's base rate from time to time.

10. Insurance.

Supplier will be solely responsible for maintaining such adequate health, auto, workers' compensation, unemployment compensation, disability, commercial general liability, and other insurance, as is required by Law or as is the common practice in Supplier's trades or businesses, whichever affords greater coverage. Supplier will provide adequate coverage for any of Buyer's property under the care, custody or control of Supplier. In no event will the foregoing coverage limits affect or limit in any manner Supplier's contractual liability for indemnification under these Terms.  Except where prohibited by law, Supplier shall require its insurer to waive all rights of subrogation against Buyer's insurers and Buyer or the Buyer Indemnitees.

11. General Warranties.

With respect to all Goods (if any) to be delivered under the Purchase Order, Supplier warrants to Buyer that such Goods will (i) be merchantable, (ii) free from any defects in workmanship, materials and design, (iii) be manufactured, packaged, labeled, handled, shipped and stored by Supplier or its agent in a good and workman-like manner at quality levels consistent with industry standards and in accordance with all applicable specifications, drawings, designs, samples and other requirements specified by Buyer, (iv) be free and clear of all liens, security interests or other encumbrances; and (v) component parts manufactured by Supplier will not infringe or misappropriate any letters patent, trademark or copyright issued or granted by the United States or Canada or any other intellectual property rights of any third party.

With respect to all Services (if any) to be performed under the Purchase Order, Supplier warrants to Buyer that (i) Supplier will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and in accordance with any and all specifications provided by Buyer, (ii) Supplier will devote adequate resources to meet its obligations under the Purchase Order, and (iii) Supplier's performance of the Services will not infringe or misappropriate any letters patent, trademark or copyright issued or granted by the United States or Canada or any other intellectual property rights of any third party.

Supplier further warrants to Buyer that (i) Supplier's acceptance of, or performance under, the Purchase Order does not result in a conflict of interest between Supplier or any third party, (ii) Supplier has the full legal right to provide all Goods and/or Services (as applicable), and that there is no claim, litigation or proceeding pending or to its knowledge threatened against Supplier with respect to such Goods and/or Services, or any component thereof, alleging infringement of any patent or copyright or violation of any trade secret or any other proprietary right of any person, and (iii) Supplier will obtain and maintain all permits, licenses, and consents required in connection with its performance under the Purchase Order.
All warranties set forth in these Terms will remain in effect for a period of one (1) year from the date of acceptance of the Goods and/or Services (as applicable) by Buyer, and will not be deemed waived by reason of Buyer's receipt, inspection, or acceptance of, or by payment for, the Goods and/or Services (as applicable).

The warranties expressed in these Terms will be in addition to and construed as consistent and cumulative with each other and with all warranties provided, express or implied, by Law or equity (collectively, the "Warranties"). It is the intent of Buyer and Supplier that if any Warranties are held to be inconsistent, Buyer may, at any time, including in the course of a suit for breach, select which Warranty will be excluded from the Purchase Order.

All Warranties will run to Buyer, its customers and subsequent owners of the Goods and/or Services (as applicable) to which they relate. There are no exclusions, limitations, or disclaimers of warranty other than those that may be expressly recited in these Terms. Notice of breach of warranty may be given orally or in writing; said notice need not include a clear statement of all objections that will be relied upon by Buyer as the basis for breach. All Warranties will be construed as conditions as well as promises.

Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance of the Goods and/or Services (as applicable) with the foregoing warranties.

12. Compliance with Laws.

In performing its obligations under the Purchase Order, Supplier will comply (and will require all of its employees and other agents involved in Supplier's performance under the Purchase Order to comply) with all applicable federal, state, local and foreign laws (including, without limitation, common law), rules, statutes, regulations, ordinances, and other provisions having the full force and effect of law, and orders, policies, judgments or requirements of any governmental or regulatory authority, including, without limitation, those described in greater detail in these Terms.  

13. Manufacturing Practices.

In all cases, Supplier warrants that the Goods (if any) to be delivered under the Purchase Order have been manufactured in compliance with the Fair Labor Standards Act, if applicable, or such comparable foreign Law, and all other applicable Laws.

Goods will be produced in accordance with ISO 9001 standards.  Upon request, Supplier will provide the appropriate ISO 9001 certifications.

14. Counterfeit Goods.

(a) The following definitions apply to this clause:

"Counterfeit Work" means Work that is or contains unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used Work represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.

"Suspect Counterfeit Work" means Work for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the Work part is authentic.

"Work" means all required labor, articles, materials, supplies, goods, and services constituting the subject matter of this Contract.

(b) Supplier shall not deliver Counterfeit Work or Suspect Counterfeit Work to Buyer under this Contract.

(c) Supplier shall only purchase products to be delivered or incorporated as Work to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Supplier may use another source only if (i) the foregoing sources are unavailable, (ii) Supplier’s inspection and other counterfeit risk mitigation processes will be employed to ensure the authenticity of the Work, and (iii) Supplier obtains the advance written approval of Buyer.

(d) Supplier shall maintain counterfeit risk mitigation processes in accordance with industry recognized standards and with any other specific requirements identified in this Contract.

(e) Supplier shall immediately notify Buyer with the pertinent facts if Supplier becomes aware that it has delivered Counterfeit Work or Suspect Counterfeit Work. When requested by Buyer, Supplier shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. Supplier, at its expense, shall provide reasonable cooperation to Buyer in conducting any investigation regarding the delivery of Counterfeit Work or Suspect Counterfeit Work under this Contract.

(f) This clause applies in addition to and is not altered, changed, or superseded by any quality provision, specification, statement of work, regulatory flowdown, or other provision included in this Contract addressing the authenticity of Work.

(g) In the event that Work delivered under this Contract constitutes or includes Counterfeit Work, Supplier shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirements of this Contract.
Notwithstanding any other provision in this Contract, Supplier shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Buyer's costs of removing Counterfeit Work, of installing replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity or under other provisions of this Contract.

(h) Supplier shall include paragraphs (a) through (f) and this paragraph (h) of this clause or equivalent provisions in lower tier subcontracts for the delivery of items that will be included in or furnished as Work to Buyer.

15. Environmental and Safety Compliance.

Supplier represents that each chemical substance constituting or contained in Work sold or otherwise transferred to Buyer hereunder is, as applicable, on the Toxic Substances Control Act (TSCA) Chemical Substances inventory compiled by the United States the Environmental Protection Agency pursuant to TSCA (15 U.S.C. Sec. 2607b)) as amended and implemented in 40 CFR Part 710; and is designated as "active" pursuant to the TSCA Inventory Notification Rule (codified by amendments to 40 CFR Part 710 effective August 11, 2017). Supplier shall make available to Buyer all Safety Data Sheets for any material provided to Buyer, or brought or delivered to Buyer or its customer's premises in the performance of this Contract, as required by applicable law such as the Occupational Safety and Health Act of 1970 and regulations promulgated thereunder.

Work delivered by Supplier under this Contract may be incorporated into deliverable goods for use in the European Economic Area (EEA) and subject to the European Union Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH); the Classification, Labeling and Packaging Regulation (EC) No. 1272/2008 (CLP); and the Biocidal Products Regulation (EU) 528/2012) (BPR).

Supplier represents and warrants that the Work and any substances contained therein are not prohibited or restricted by, and are supplied in compliance with REACH, CLP, and BPR, and that no current requirement in REACH, CLP, or BPR prevents the sale or transport of Supplier’s Work or substances in Supplier’s Work in the EEA, and that all such Work and substances have been pre-registered, registered, reported, approved, and/or authorized as and to the extent required by REACH, CLP, and BPR.

Supplier shall timely respond to any request from Buyer with all relevant information on the Work so that the intents of REACH, CLP, and BPR are met for communicating with downstream users (e.g., as defined in article 3(13) of REACH [any person established in the EEA using substances in the course of that person's industrial or professional activities; the definition does not include the manufacturer, importer, distributor, or consumer]), and in any case, Supplier shall provide all information necessary for Buyer and/or any downstream user to timely and accurately fulfill their obligations under REACH, CLP, and BPR.

Any Goods supplied under the Purchase Order (if any), and the manufacture of such Goods, will comply in all respects with the applicable Laws related to the pollution or protection of the environment or human health and safety, including without limitation, the U.S. Toxic Substances Control Act of 1976, as amended (15 USC § 2601, et seq.) and Proposition 65, if applicable.

Any Goods supplied under the Purchase Order, and the manufacture of such Goods, will comply in all respects with the Occupational Safety and Health Act of 1970, as amended (29 USC § 651, et seq.) and the applicable requirements of the Occupational Safety and Health Administration, if applicable.

16. Anti-Bribery Compliance.

Supplier acknowledges that Buyer is subject to the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and anti-bribery and anti-corruption Laws in various other jurisdictions. Supplier will (a) comply in all respects with such Laws, including the comparable Laws of all jurisdictions where it or its agents are conducting business, (b) provide written certification of its compliance with the foregoing when asked by Buyer, and (c) cooperate with Buyer and its designees at Supplier's expense in any inquiry or investigation of Supplier or its agents regarding their conduct or alleged conduct relating to compliance or failure to comply with any of the foregoing.

17. Child Labor and Forced Labor.

Supplier warrants that it does not employ children, prison labor, indentured labor, bonded labor or use corporal or other forms of mental and physical coercion as a form of discipline. Moreover, Supplier agrees that it will not conduct business with vendors employing children, prison labor, indentured labor, bonded labor or who use corporal punishment or other forms of mental and physical coercion as a form of discipline. In the absence of any national or local Law, Buyer and Supplier agree to define "child" as less than 15 years of age. If local minimum age Law is set below 15 years of age, but is in accordance with exceptions under International Labor Organization (ILO) Convention 138, the lower age will apply.

18. Discrimination and Equal Opportunity.

Supplier agrees to comply with all applicable provisions of that government contract as follows: To the extent not exempt, Supplier shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) at 29 CFR Part 471, Appendix 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, sexual orientation, gender identity, 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, sexual orientation, gender identity, national origin, protected veteran status or disability. Further, Supplier will not discharge or in any manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.

19. Human Trafficking.

In compliance with Federal Acquisition Regulation FAR 52.222-50(b), Brighton Technologies, LLC d/b/a Brighton Science prohibits contractors, subcontractors and employees of contractors or subcontractors from: 1. Engaging in trafficking in persons during the period of performance of work or the fulfillment of a contract 2. Procuring commercial sex acts during the period of performance of work or the fulfillment of a contract 3. Using forced labor in the performance of work or the fulfillment of a contract or the fulfillment of a contract 4. Destroying, concealing, confiscating or otherwise denying access to the employee’s identity or immigration documents (e.g., passports, driver’s licenses) 5. Using misleading or fraudulent practices when recruiting employees or offering employment, as well as using recruiters that do not comply with local labor laws 6. Charging employee recruitment fees 7. Failing to provide return transportation or pay for the cost of return transportation upon the end of employment for an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a US Government contract or subcontract (for portions of contracts performed outside the United States) or an employee who is not a United States national and who was brought into the country for the purpose of working on a US Government contract or subcontract 8. Providing or arranging housing that fails to meet the host country housing and safety standards 9. Failing to provide an employment contract, recruitment agreement or other required work document in writing Internal Reporting Contractors, subcontractors and their employees who either observe or suspect human trafficking in connection with work performed by Brighton Science are required to report it. Any credible information received from any source (including host country law enforcement, for work performed outside of the United States) that an employee, subcontractor, subcontractor employee, or their agent has violated FAR 52.222-50 must be reported immediately to either the Chief Operating and Financial Officer, the President, or the Chief Executive Officer, who will investigate, consult legal counsel, and make any other disclosures required under FAR. Such reports must be made in writing, which may be email. External Reporting Outside of Brighton Science, to report suspected trafficking of persons, you may call the National Human Trafficking Hotline at 1-888-373-7888. To report suspected trafficking of persons in connection with the performance of a Department of Defense contract to the Department of Defense Inspector General Hotline at 1-800-424-9089 or at http://www.dodig.mil/hotline. 

20. Federal Contract Flow Down Provisions.

Brighton Science Provides products to the U.S. Government both as a Prime Contractor and as a Sub-Contractor. Accordingly, Brighton Science and its suppliers are required to comply with Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations (DFAR). Accordingly, compliance with the FAR and DFAR regulations detailed in Exhibit 1 is required as part of this Purchase Order.

21. Indemnification.

Supplier agrees to indemnify, defend and hold harmless Buyer and Buyer’s affiliates, successors or assigns,  and its respective directors, officers, shareholders and employees and Buyer’s customers (collectively “Buyer Indemnitees”)  from and against any and all loss, injury, death, damage, liability, claim, deficiency, action judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney fees and costs, and the cost of enforcing indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”)  arising out of or resulting in any way from (i) any defect in the Goods, (ii) the negligence or willful misconduct of Supplier, its agents or employees, or (iii) Supplier's breach of any representation, warranty, covenant or other obligation hereunder. 

Supplier's obligation to indemnify will survive the expiration or termination of the Purchase Order by either party for any reason. Supplier shall not enter into any settlement without Buyer or Buyer’s Indemnitee’s prior written consent.

If the use or sale of any component manufactured by Buyer is enjoined as a result of any action or proceeding, in addition to such other rights or remedies that Buyer may have hereunder or by Law, Supplier, at no expense to Buyer, will obtain for Buyer and its customers the right to use and sell said item, or will substitute an equivalent item, acceptable to Buyer, and extend this indemnity with respect to such item. In the event that Supplier is unable to secure such rights of use or to secure an equivalent item as a substitute for Buyer or its customers, Supplier will indemnify the Buyer Indemnities for any and all Losses sustained by reason of such injunction. 

22. Limitation of Liability.

BUYER SHALL NOT BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM BUYER'S PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, EVEN IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

23. Inspection; Rejection.

All Goods and Services are subject to Buyer's right of inspection and rejection on or after the Delivery Date. 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 defective or otherwise do not conform to the descriptions and specifications delivered in connection with in the Purchase Order or otherwise communicated to Supplier in writing. If Buyer rejects any portion of the Goods and/or Services (as applicable), Buyer has the right, effective upon written notice to Supplier, to: (i) rescind the Purchase Order in its entirety; (ii) accept the defective and/or non-conforming Goods and/or Services (as applicable) at a reasonably reduced Price; or (iii) reject the non-conforming Goods and/or Services (as applicable) and require the replacement or reperformance (as applicable) thereof. 

If Buyer requires replacement or reperformance of non-conforming Goods and/or Services (as applicable), Supplier will, at its expense, promptly replace or reperform the non-conforming Goods and/or Services (as applicable) and pay for all related expenses, including, but not limited to, transportation charges for the return of the non-conforming Goods and the delivery of replacement Goods. If Supplier fails to timely deliver replacement Goods or reperform Services (as applicable), Buyer may replace the non-conforming Goods and/or Services (as applicable) with goods and/or services (as applicable) from a third party and charge Supplier the cost thereof and terminate the Purchase Order for cause. 

24. Audit Rights.

Buyer (and its representatives) has the right, during normal working hours and upon reasonable advance notice, to audit Supplier’s facilities and examine Supplier’s books and records to verify compliance with its obligations hereunder, including, without limitation, its compliance with Laws and Buyer’s Values.

25. Termination Rights.

Buyer reserves the right to cancel all or any part of the undelivered portion of the Purchase Order if Supplier does not provide conforming Goods and/or Services as specified, time being of the essence, or if Supplier breaches any of the terms hereof including, without limitation, the Warranties. 

Buyer further reserves the right to terminate the Purchase Order in whole or in part for convenience following ninety (90) days written notice to Supplier, in which event Supplier will be entitled only to reasonable termination charges consisting of actual direct costs resulting from termination, including parts that were purchased exclusively for Buyer. 

26. Force Majeure.

Neither party will be liable for any delay or failure in performing its obligations under the Purchase Order (including failure to take delivery of the Goods) to the extent that such delay or failure is caused, without such party's fault or negligence, by a Force Majeure Event. For purposes of these Terms, a "Force Majeure Event" refers to the occurrence of unforeseeable and/or unavoidable circumstances beyond a party's control that, by their nature, make such party's performance commercially impractical, including, but not limited to, acts of God or the public enemy, fire, flood, acts of war, government action, accident, earthquakes, explosion, epidemic, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. A party's economic hardship or changes in market conditions are not considered Force Majeure Events excusing such party's performance. Supplier will use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Purchase Order. If a Force Majeure Event prevents Supplier from carrying out its obligations under the Purchase Order for a continuous period of more than thirty (30) days, Buyer may terminate the Purchase Order immediately by giving written notice to Supplier.

27. Cumulative Remedies.

Every right and remedy reserved by Buyer will be cumulative and additional to any other or further remedies provided in Law or equity or in these Terms.

28. Confidentiality.

If the parties have executed a separate confidentiality agreement (a "CDA"), the terms of such CDA will govern the disclosure and receipt of Confidential Information (as defined in the CDA) by and between the parties. If a CDA is not in effect between the parties, the remainder of this Section will apply. 

Supplier agrees to keep all Confidential Information (as defined below) in confidence during and following termination or expiration of the Purchase Order. 

Confidential Information includes but is not limited to any and all information or material that is proprietary or commercially valuable to Buyer, including, without limitation, know-how, technical information, data, trade secrets, inventions (whether patented or unpatented), technologies, samples and materials, research or business plans, products, services, customer and supplier lists, operations, manufacturing processes, software, hardware, equipment, databases, discoveries, formulas, diagrams, drawings, graphs, blueprints, specifications, laboratory books, records, designs, analyses, test materials, compounds, computer programs in human or machine-readable code (including notes, spread-sheets and flow-charts), marketing, financial, manufacturing and other business data and projections (including, without limitation, operation costs, profit margins, raw materials, sales information, production and technology costs), unpublished documents, and the contents and existence of the Purchase Order.

Confidential Information will include the confidential information of any third party who has given Buyer the right to use such confidential information subject to a non-disclosure agreement between Buyer and such third party. Confidential Information need not be labeled as such to enjoy the protections afforded the same but need only be of the kind generally understood to be confidential, proprietary or commercially valuable.

Confidential Information does not include any information that (i) Supplier lawfully knew without restriction on disclosure before Buyer disclosed it to Supplier, (ii) is now or becomes publicly known through no wrongful act or failure to act of Supplier, (iii) Supplier developed independently without use of Confidential Information, as evidenced by appropriate documentation, or (iv) is hereafter lawfully furnished to Supplier by a third party as a matter of right and without restriction on disclosure. In addition, Supplier may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or Law so long as Supplier provides prompt notice to Buyer of such requirement prior to disclosure. 

Additionally, Supplier agrees to limit its intentional distribution of Confidential Information to its employees who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Supplier of nondisclosure agreements with provisions substantially similar to those set forth herein. 

In no event will Supplier use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Confidential Information. 

Supplier further agrees not to use Confidential Information except in the course of performing hereunder and will not use Confidential Information for its own benefit or for the benefit of any third party. The mingling of Confidential Information with information of Supplier will not affect the confidential nature or ownership of the same as stated hereunder. Supplier agrees not to design or manufacture any products which incorporate Confidential Information. 

The terms of this Section are in addition to, and will complement and supplement any other agreement between the parties regarding confidentiality or security of information, including, without limitation, any applicable CDA.

29. Intellectual Property; License.

As between the parties, all designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Supplier alone or with others which result from or relate to any Services performed under the Purchase Order (collectively, "Work Product"), and all rights with respect thereto, will at all times be and remain the sole and exclusive property of Buyer. 

Standard goods manufactured by Supplier and sold to Buyer without having been designed, customized or modified for Buyer do not constitute Work Product and, as between the parties, all rights with respect thereto will remain the sole and exclusive property of Supplier. 

The foregoing notwithstanding, Supplier hereby grants to Buyer a non-exclusive, royalty-free worldwide license to use such of Supplier's intellectual property, if any, as is required to give Buyer full benefit of any Goods that incorporate such Supplier intellectual property. 

Except as otherwise set forth herein, as between them, each of Buyer and Supplier will retain the sole and exclusive rights in all of its intellectual property.

30. Governing Laws; Jurisdiction.

The Purchase Order will be governed and construed according to the Laws of the State of Ohio without regard to principles of conflicts of law. 

Any action brought by either party hereto concerning, or relating to, the Purchase Order shall be brought in the federal or state courts (as applicable) located in Hamilton County in the State of Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

31. Assignment.

Neither the Purchase Order nor any of the rights and obligations of Supplier thereunder may be assigned or transferred by Supplier without the prior written consent of Buyer. The Purchase Order will be binding upon and inure to the benefit of parties and their respective successors and permitted assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section will be void.

32. Relationship of Parties.

Supplier is an independent contractor for all purposes, without express or implied authority to bind Buyer by contract or otherwise. Neither Supplier nor its employees, agents or subcontractors are agents or employees of Buyer, and are therefore are not entitled to any employee benefits of Buyer, including but not limited to, any type of insurance. Supplier will be responsible for all costs and expenses incident to performing its obligations under the Purchase Order and will provide Supplier's own supplies and equipment. Except as otherwise set forth in these Terms, the manner and means of providing the Goods and/or Services (as applicable) to Buyer are subject to Supplier's sole control.

33. Notices.

All notices, requests, demands and other communications that are required or may be given pursuant to the Purchase Order will be in writing and sent by mail, overnight courier or facsimile, to (a) Supplier at the address indicated in the Purchase Order, or (b) Buyer, at the address indicated in the Purchase Order with a copy, which will not constitute notice, to Brighton Science, 4914 Gray Rd., Cincinnati, OH 45232 Attn: Thomas E. Perazzo, or to such other address as one party may later specified to the other party in writing. 

Delivery of any such notices will be deemed sufficient in all respects and to have been duly given as follows: (a) on the actual date of service if delivered personally; (b) at the time of receipt of confirmation by the transmitting party if by facsimile transmission; (c) at the time of receipt if given by electronic mail to the e-mail addresses set forth in the Purchase Order or otherwise communicated to the other party; provided, however, that a party sending notice by electronic delivery will bear the burden of authentication and of proving transmittal, receipt and time of receipt; (d) on the third day after mailing if mailed by first class mail return receipt requested, postage prepaid and properly addressed as set forth in this Section; or (e) on the day after delivery to a nationally recognized overnight courier service during its business hours or the Express Mail service maintained by the United States Postal Service during its business hours for overnight delivery against receipt, and properly addressed as set forth in this Section.

34. Amendment and Modification.

No change to these Terms is binding upon Buyer unless it is in writing, specifically states that it amends these Terms and is signed by an authorized representative of Buyer.

35. Waiver.

Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Purchase Order will operate or be construed as a waiver thereof. Waiver by either party of any default of the other will not operate to excuse the defaulting party from further compliance with this contract, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

36. Severability.

If any term or provision of this Purchase Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

37. Survival.

Provisions of this Purchase Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Setoff, Warranties, Indemnification, Intellectual Property; License, Insurance, Compliance with Laws Confidentiality, Governing Law; Jurisdiction and Survival.

Brighton Science
Exhibit 1 to Terms & Conditions

FEDERAL ACQUISITION REGULATION (FAR) AND DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS) FLOWDOWN PROVISIONS FOR SUBCONTRACTS/PURCHASE ORDERS FOR COMMERCIAL ITEMS UNDER A UNITED STATES DEPARTMENT OF DEFENSE CONTRACT

These terms and conditions are effective as of January 1, 2023.

Questions about the Terms of Service should be sent to us at info@brighton-science.com.

Additional Terms & Conditions are available at the following locations:

https://www.brighton-science.com/terms-conditions

https://www.brighton-science.com/service-subscription-definitions

https://www.brighton-science.com/brighton-science-equipment-purchase-terms-conditions-row

https://www.brighton-science.com/brighton-science-equipment-purchase-terms-conditions-na-eu