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indemnify,defend,and hold harmless Seller from any claim, cause of action,or liability incurred by Seller as a result of third-party claims
<br /> for personal injury,death,or damage to tangible property,to the extent caused by Buyer's negligence. Buyer shall have the sole authority
<br /> to direct the defense of and settle any such indemnified claim. Buyer's indemnification is conditioned on Seller(!)promptly notifying Buyer
<br /> of any claim, and(ii)providing reasonable cooperation in the defense of any claim.
<br /> 9. Assignment. Neither party may assign this Agreement, in whole or in part, nor any rights or obligations hereunder without the
<br /> prior written consent of the other party; provided, however, the Seller may assign its rights and obligations under these terms to its
<br /> affiliates or in connection with the sale or transfer of the Seller's business, and Seller may grant a security interest in the Agreement
<br /> and/or assign proceeds of the agreement without Buyer's consent.
<br /> 10, Termination. Either party may, in addition to any other available remedy, terminate this agreement for a material breach upon
<br /> issuance of a written notice of the breach and expiration of a thirty(30) day cure period. In the event of(i) a voluntary or involuntary
<br /> petition in bankruptcy,(ii)an assignment for the benefit of a creditor,or(III)a receivership,liquidation,or dissolution,Seller may terminate
<br /> the agreement immediately, in addition to seeking any other available remedy. If Buyer suspends an order without a change order for
<br /> ninety(90)or more days, Seller may thereafter terminate this Agreement without liability, upon fifteen (15)days written notice to Buyer,
<br /> and shall be entitled to payment for work performed,whether delivered or undelivered, prior to the date of termination.
<br /> 11. NOT USED
<br /> 12. Export Compliance. Al items, and technologies, software, and work products are controlled by the U.S. Government and
<br /> authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s)heroin identified. They
<br /> may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate
<br /> consignee or end-user(s), either in their original form or after being incorporated into other items,without first obtaining approval from the
<br /> U.S. government or as otherwise authorized by U.S. law and regulations, Any diversion contrary to U.S, law is prohibited. Buyer
<br /> acknowledges that Seller is required to comply with applicable export laws and regulations relating to the safe, exportation, transfer,
<br /> assignment, disposal, and usage of the Work provided under this Agreement, including any export license requirements. Buyer agrees
<br /> that such Work shall not at any Limo directly or indirectly be used, exported, sold, transferred, assigned, or otherwise disposed of in a
<br /> manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing
<br /> performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all times.
<br /> BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES,
<br /> SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE, EXPORT LAWS AND REGULATIONS.
<br /> 13. Anti-Kickback Statute Discounts. It is the intent of both Buyer and Seller to comply with the Anti-Kickback Statute(42 U.S.C.
<br /> §1320a-7b(b)) and the Discount Safe Harbor and Warranties Safe Harbor regulations set forth in 42 C.F.R. 1001.952(h) and (g),
<br /> respectively. Buyer's price may constitute a 'discount or other reduction in price' under the Anti-Kickback Statute. Seller shall provide
<br /> Buyer with invoices that fully and accurately disclose the discounted price of all Products purchased under this Agreement to allow Buyer
<br /> to comply with this Section and the Discount Safe Harbor regulations, including sufficient information to enable it to accurately report its
<br /> actual cost for all purchases of Products. Buyer acknowledges that, if applicable, it will fully and accurately report all discounts or other
<br /> price reductions, including warranty items, in the costs claimed or charges made under any Federal or State healthcare program and
<br /> provide information upon request to third party reimbursement programs, including Medicare and Medicaid. Buyer will be solely
<br /> responsible for determining whether any savings or discount or warranty item it receives must be reported or passed on to payors.
<br /> 14. Federal Program Participation. Seller represents and warrants that neither it nor any of its current directors, officers, or key
<br /> personnel: (j)are currently excluded, debarred or otherwise ineligible to participate in federal health care programs as defined in 42
<br /> U.S.C. §1320a-7b(f) (the "Federal Healthcare Programs"); (ii)have been convicted of a criminal offense related to the provision of
<br /> healthcare items or services during the last five (5) years; or (iii) have been excluded, debarred or otherwise declared ineligible to
<br /> participate during the last five (5) years in Federal Healthcare Programs. Seller will notify Buyer of any change in the status of the
<br /> representations and warranties set forth above.
<br /> 15. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY,SELLER SHALL NOT BE LIABLE
<br /> FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND SELLER'S TOTAL
<br /> LIABILITY ARISING AT ANY TIME FROM THE SALE OR USE OF THE WORK, INCLUDING WITHOUT LIMITATION ANY LIABILITY
<br /> FOR ALL WARRANTY CLAIMS OR FOR ANY BREACH OR FAILURE TO PERFORM ANY OBLIGATION UNDER THE AGREEMENT,
<br /> SHALL NOT EXCEED THREE TIMES THE PURCHASE PRICE PAID FOR THE WORK. THESE LIMITATIONS APPLY WHETHER
<br /> THE LIABILITY IS BASED ON CONTRACT,TORT, STRICT LIABILITY OR ANY OTHER THEORY.
<br /> 16. Miscellaneous. These terms, together with any related Contract Documents issued or signed by the Seller, comprise the
<br /> complete and exclusive statement of the agreement between the parties (the"Agreement") No part of the Agreement may be changed
<br /> or cancelled except by a written document signed by Seller and Buyer. No course of dealing or performance,usage of trade orfailure to
<br /> enforce any term shall be used to modify the Agreement. To the extent the Agreement is considered a subcontract under Buyer's prime
<br /> contract with an agency of the United States government, in case of Federal Acquisition Regulations(FARs)flow down terms, Seller will
<br /> be in compliance with Section 44.403 of the FAR relating to commercial items and those additional clauses as specifically listed in 52.244-
<br /> 6, Subcontracts for Commercial Items(OCT 2014). If any of these terms is unenforceable,such term shall be limited only to the extent
<br /> necessary to make it enforceable,and all other terms shall remain in full force and effect. The Agreement shall be governed by the laws
<br /> of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. Both Buyer and Seller reject the applicability of the
<br /> United Nations Convention on Contracts for the international sales of goods to the relationship between the parties and to all transactions
<br /> arising from said relationship.
<br /> Only in the event that the Work contemplated in this Order is related to the provision of medical devices,the following additional
<br /> terms apply:
<br /> 17. Medical Devices Act and Reciulatory Disclaimer. Buyer acknowledges that it is familiarwith the U.S.Safe Medical Devices Act
<br /> of 1990 (the "Devices Act") and the reporting obligations imposed on device users thereunder. In this regard, Buyer agrees to notify
<br /> Evoqua Water Technologies-Standard Terns of Safe,rev. 7.2022 edited 4.21.2025 for Santa Ana
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