Terms & Conditions

I. Applicability

These Terms and Conditions and Limited Warranty (hereinafter, the “Terms”) shall govern and apply to all contracts, including, but not limited to, contracts for the furnishing or performing of any services (“Services”) and/or goods including, but not limited to, new and used equipment, attachments, components, technology and parts (“Goods”), by Strategic PowerGen Solutions LLC (“Strategic”) to its customers (the “Customer”).

These Terms, together with any written agreement signed by both STRATEGIC and Customer (hereinafter, collectively, the “Parties”), shall constitute the entire and complete agreement between the Parties (hereinafter, the “Contract”). No other terms, including any terms and conditions that Customer may purport to apply from any purchase order or document submitted by Customer or Customer’s written communications (including emails), trade, custom, practice, or course of dealing shall be included in the Parties’ Contract unless such terms and conditions are set forth in a formal written agreement or addendum signed by the Parties. The Services or Goods specified in the Contract shall hereinafter be referred to as the “Job.”

These Terms are subject to change by STRATEGIC without prior written notice at any time, in its sole discretion. The latest version of these Terms will be posted on the STRATEGIC website at: https://www.strategicpowergen.com/terms-and-conditions/ and you should review these Terms before purchasing any Services and/or Goods. Your continued purchase of Services and/or Goods after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

II. General Provisions

STRATEGIC’s performance of the Job pursuant to the Parties’ Contract is expressly conditioned upon the acceptance of these Terms and the other provisions of the Contract by Customer without any modification. Acceptance by Customer of STRATEGIC’s performance or Customer’s performance, whether partial or full, under the Contract, shall be deemed to be Customer’s irrevocable acceptance of these Terms and all other provisions of the Contract.

Specifications. The quantity, quality, and description of the Services and/or Goods furnished by STRATEGIC pursuant to the Contract shall be those specified by STRATEGIC in its proposal (if not otherwise set forth in the Contract). STRATEGIC and all engine manufacturers recommend using Original Equipment Manufacturer parts for replacement and/or repair. If the Customer opts to utilize Original Equipment or aftermarket parts, STRATEGIC will install as requested but shall not assume any liability for any anomalies or failure of such parts and further, the installation of OE parts shall void any warranty with STRATEGIC.

Pricing. Unless otherwise set forth on a written quote issued by STRATEGIC (“Quote”) or other written agreement, the price for Goods shall be STRATEGIC’s list price for such Goods on the date such Goods enter a U.S. port for delivery to Customer. Pricing and availability stated by STRATEGIC in any Quote are subject to change. The final invoice price of Goods charged to Customer may be increased (if necessary) to include all costs of importation, including, but not limited to, any import duties, merchandise processing fees, harbor maintenance fees and any associated importation fees. Such fees shall be calculated as of the time of U.S. port entry of such Goods at the then-applicable rate. Local fees, import duties and/or taxes shall be the sole responsibility of Customer and no deduction, set-off, or offset shall be made to the invoiced amount.

Unless otherwise set forth on a Quote, the labor rates for Services shall be STRATEGIC’s standard labor rates for the applicable type of Service (field rates, shop rates, mine rates or specialty rates, as applicable) in effect at the time the Services are performed. STRATEGIC reserves the right to adjust quoted pricing based upon any previously undisclosed or revised contract/project requirements. Pricing for future orders is subject to change without notice. Price does not include registration, license, permits or insurance of any kind.

Customer will promptly pay to STRATEGIC any taxes that STRATEGIC is required to collect with respect to the purchase of Services and Goods, including, but not limited to, value added, personal property, sales, use and similar taxes (“Taxes”). For any Taxes from which Customer claims exemption, Customer shall provide STRATEGIC with properly completed exemption certificates and any documentation needed to validate the exemption prior to the purchase of the applicable Services and Goods.

If Customer fails to provide an appropriate exemption certificate and supporting documentation, as determined by STRATEGIC in its sole discretion, Customer will remain liable for all such Taxes and will indemnify STRATEGIC for any liability related to the same. Pricing and risk of loss for purchased Goods is EXW STRATEGIC’s site (Incoterms 2020), unless purchased Goods are shipped to Customer directly from the manufacturer, in which case pricing and risk of loss is EXW the manufacturer’s factory (Incoterms 2020). Any claims for shortages, damages, or delays must be made by Customer direct to the carrier.

Payment Terms. All orders for Goods and/or Services are subject to credit approval and final acceptance by STRATEGIC in its sole discretion. For Customers who have not received credit approval and final acceptance by STRATEGIC, fifty percent of the Quote amount is due within seven (7) calendar days prior to the agreed commencement date of work and prior to delivery of any Goods and/or Services. The balance of the final invoice is due within 30 calendar days of Issue Date of Final Invoice. For Customers who have received credit approval and final acceptance by STRATEGIC, Customer shall make all payments in full within 30 calendar days of receipt of the invoice (or within 30 calendar days of any other monetary obligation being due). Past due amounts shall accrue interest at a rate of 10% per month or the maximum amount permitted by law, whichever is less. Time is of the essence.

A non-refundable down payment of fifty percent (50%) of the total project cost is required prior to commencement of any work. All travel shall be billed at a flat rate of fifteen thousand dollars (USD $15,000) per attendance, which shall be invoiced in addition to service fees unless otherwise agreed in writing.

In addition to any other remedy available to STRATEGIC under the Contract, STRATEGIC’s obligations and continued performance under the Contract shall be contingent upon receipt of full payment by Customer (including any interest). Customer shall have no right to cancel purchase orders for Goods once a purchase order is issued to STRATEGIC.

STRATEGIC may, in its sole discretion, at any time: (a) revoke credit; (b) modify terms and conditions of credit; (c) require payment in advance; and/or (d) withhold Goods and/or Service until receipt of payment; (e) cancel the unshipped balance of any order, and Customer shall not have any cause of action or be entitled to any offset, counterclaim, or recoupment against STRATEGIC by reason of such an action. Customer unconditionally and irrevocably waives any rights of set-off, recoupment, or counterclaim with respect to amounts owing to STRATEGIC unless specifically agreed to in advance by STRATEGIC in writing.

In addition to any other right of set-off or recoupment STRATEGIC has under applicable law, Customer agrees that, with respect to any amounts due from Customer or Customer’s affiliates to STRATEGIC or STRATEGIC’s affiliates, STRATEGIC and its affiliates may set-off such amounts against any amounts owing to Customer or Customer’s affiliates.

If Customer requests customization of the Goods, Customer agrees to pay all parts and labor costs that STRATEGIC incurs in customizing the Goods, regardless of whether Customer completes the purchase of the customized Goods. Customer must pick up the Goods from STRATEGIC’s facility within 48 hours after notification from STRATEGIC of completion of the Goods and, if it fails to do so, Customer will be liable for reasonable storage fees at a per day rate from the date of completion of the Goods until Customer takes possession of the Goods.

Subject to applicable state law, STRATEGIC may (but shall have no obligation to) sell Customer’s Goods if such Goods remain in STRATEGIC’s possession after 30 calendar days after notification from STRATEGIC of completion of the Goods. STRATEGIC may apply the proceeds of such sale to the unpaid balance owing by Customer, plus STRATEGIC’s reasonable attorneys’ fees, costs, and other expenses. When products arrive prior to Customer’s ability to take delivery, a bill and hold agreement will be produced and signed by the Customer to hold product at STRATEGIC premises, transfer title to the Customer, and allow for invoicing and payment of the product.

Ownership of Work Product. To the extent that the Job includes software, data, components, designs, utilities, objects, processes, tools, models, and specifications owned or developed by STRATEGIC prior to or independent from the Parties’ Contract (hereinafter, “Proprietary Components”), STRATEGIC shall retain ownership of such Proprietary Components. Provided that Customer has paid all amounts due to STRATEGIC, whether invoiced or not by STRATEGIC, STRATEGIC hereby grants Customer a limited, non-exclusive license to use such Proprietary Components solely by Customer for their intended purpose and not for resale or transfer. Nothing sold or provided to Customer shall be deemed to be works made for hire except to the extent expressly agreed to in writing by STRATEGIC. For purposes of this section, there shall be a presumption that any software, data, components, designs, utilities, objects, processes, tools, models, and specifications furnished by STRATEGIC are Proprietary Components. STRATEGIC acknowledges that all materials, drawings, models, specifications, and other documents supplied by Customer (“Customer’s Materials”) and all rights in Customer’s Materials are and shall remain in the possession of STRATEGIC until Customer has paid all amounts due to STRATEGIC whether invoiced or not by STRATEGIC.

Services and Acceptance. Customer shall inspect the Services provided by STRATEGIC promptly (and in no event later than 10 calendar days) after the furnishing of Services by STRATEGIC. Customer shall notify STRATEGIC of any claimed default in STRATEGIC’s performance within 10 calendar days of STRATEGIC completing the Job. Customer’s failure to promptly (i.e., no later than 10 calendar days) notify STRATEGIC in writing of any claimed default in STRATEGIC’s performance shall be deemed to be Customer’s acceptance of STRATEGIC’s performance under the Contract, shall be conclusive proof of STRATEGIC’s complete and satisfactory performance, and shall waive any right that Customer may have had to reject STRATEGIC’s performance of the Job.

Shipping. STRATEGIC may charge a “Fast Lane” charge of $200.00 to process urgent orders within 24 hours of Goods pulled from stock if made during regular business hours. Outbound shipments will include a handling fee of 1%, up to $200.00, on orders where the Customer provides their shipping account information; provided, however, that this will not apply to orders with standard shipping upcharges. Small package shipping will include a handling fee of 1%, up to $200.00, on orders where the Customer provides their shipping account information; provided, however, that this does not apply to government or Volvo orders, and is not applicable on orders with standard shipping charges.

Delivery. To the extent that the Contract includes Parts, STRATEGIC DOES NOT OFFER OR PROVIDE ANY INSURANCE ON THE SHIPMENT OF PARTS. Shipping, delivery, and performance dates are estimates only, calculated from the date of receipt of the Buyer’s order. STRATEGIC shall not incur any liability, direct or indirect, because of or as a result of any delays in meeting such dates or schedules. STRATEGIC may charge the Buyer a storage fee in the amount of $25.00 per week for standard pallets of 48x40x48. Oversized pallets/crates will be charged accordingly. STRATEGIC will provide a grace period of 10 days before the commencement of the service and 10 days after the completion of the service.

Claims and Acceptance. Customer shall inspect and accept the Goods at the place of delivery promptly upon arrival (and in any event, within 3 calendar days). Claims respecting the condition of Goods, compliance with specifications, or any other matter affecting Goods shipped must be made promptly (and in no event later than 20 calendar days) after receipt of the Goods by Customer. Failure of Customer to make a claim within the applicable period shall be deemed an unqualified acceptance of the Goods or Services by Customer and waiver of any claims, including but not limited to breach of warranty.

Cure Period. In the event that Buyer promptly notifies STRATEGIC of any claimed nonconformity or default in STRATEGIC’s performance of the Job and STRATEGIC is proved to have caused such non-conformity or default, STRATEGIC shall have an opportunity to cure such nonconformity or default within thirty (30) calendar days of its receipt of the written notice by Buyer, unless such non-conformity or default is of such a nature that it would be impossible to cure within thirty (30) calendar days, in which case STRATEGIC shall have a reasonable time to cure, provided it diligently proceeds with correcting and curing such non-conformity or default.

Return of Goods. Any returns of Goods in accordance with the provisions herein shall be subject to a 30% restocking fee; provided, however, that Volvo Goods will have a 15% restocking fee. Specially ordered Goods are not returnable, and STRATEGIC shall have no obligation to accept any attempted return of Goods unless it agrees in writing to accept the return and provides a returned-goods authorization number, which number must accompany the returned Goods.

Change Orders. All change orders must be sent to STRATEGIC in writing before work is performed. However, if STRATEGIC performs work at the request of Customer prior to receiving a written change order, whether such request is verbal, informal, or made on-site, STRATEGIC shall be entitled to compensation for such work. If STRATEGIC agrees to Customer’s change order request, STRATEGIC will either (i) revise the existing purchase order, or (ii) issue a new order.

III. LIMITED WARRANTY

STRATEGIC MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR GOODS, OTHER THAN THE FOLLOWING LIMITED WARRANTIES.

Services. Subject to the conditions, exclusions, and limitations below, STRATEGIC warrants (i) that it shall perform all services in accordance with industry standards; and (ii) its workmanship and services will substantially perform to the specifications of the Contract for a period of one (1) year beginning upon the completion of the services or redelivery of the vessel to Customer, as applicable. This limited warranty for services is in lieu of all other warranties, and STRATEGIC disclaims, and Customer waives, all other warranties, whether express or implied.

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Goods. Subject to the conditions, exclusions, and limitations below, STRATEGIC warrants that it has good title to the goods, free from all liens and encumbrances and that it has the right to sell the goods.

STRATEGIC has no involvement in the design or manufacture of the goods. Therefore, with respect to goods, STRATEGIC disclaims, and Customer waives solely against STRATEGIC, all warranties with respect to the goods, whether express or implied, including, but not limited to, implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Customer shall look solely to the manufacturer’s warranty for any claim of defect with any good. STRATEGIC hereby assigns all warranties of the manufacturers of goods to Customer, to the extent that such warranties are assignable.

Conditions, Exclusions, and Limitations

No employee, representative, dealer, or agent of STRATEGIC other than its CEO or Service Delivery Director is authorized to modify, extend, or in any way change this limited warranty. Any purported change to this limited warranty must be in writing and signed by either the CEO or another STRATEGIC director or officer.

This limited warranty shall not be assignable and shall not inure to any third parties, except as otherwise specifically required by applicable law. This limited warranty is expressly conditioned upon the full and timely payment by Customer of all monies due under the Contract. Customer’s failure to timely make the full, agreed-to payment shall result in a waiver of Customer’s right to seek any relief pursuant to this limited warranty.

Upon notifying STRATEGIC of any defect, Customer shall provide STRATEGIC with the bill of sale, invoice, or documentation that constitutes the Contract between the Customer and STRATEGIC. Customer’s failure to provide the required documentation shall entitle STRATEGIC to deem the limited warranty void.

STRATEGIC’s liability under this limited warranty shall be limited to, at STRATEGIC’s option, the repair, replacement, or refund of the purchase price of the defective good or service. Any repair done during the applicable warranty period will not extend the applicable warranty period.

Notwithstanding any of the above provisions, this limited warranty does not apply to or cover any defect, breakage, failure, or deficiency attributable to, resulting from, or caused by any of the following: (a) improper use, handling, storage, or maintenance by any party other than STRATEGIC; (b) conditions outside of (or beyond) the design limitations of the services or goods; (c) accidents outside of the control of STRATEGIC; (d) intentional or negligent acts, vandalism, riots, or civil disorder; or (e) acts of God, governmental orders, fire, or other casualty.

In the event that, after STRATEGIC’s inspection of a prospective warranty claim, STRATEGIC determines that (i) there is no defect, or (ii) the defect was not caused by STRATEGIC, then Customer will be invoiced for all costs and expenses incurred by STRATEGIC during the inspection of the prospective warranty claim.

IV. Indemnification

Customer assumes all liability (including, without limitation, liability for injury to person or property, economic loss, or business interruption) for all claims arising from the sale or use of the Services and/or Goods sold by STRATEGIC.

Customer will indemnify, defend, protect, and hold harmless STRATEGIC, at all times from and after the date hereof, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs, and expenses (specifically including reasonable attorneys’ fees and expenses of investigation) incurred by STRATEGIC as a result of or arising from:

(a) any Services and/or Goods sold by STRATEGIC to Customer,
(b) any use of the Services and/or Goods by Customer or any third party,
(c) any nonfulfillment of any covenant or agreement on the part of Customer under these Terms and any other agreement between Customer and STRATEGIC, including, without limitation, any breach of the representations and warranties made by Customer in favor of STRATEGIC, and
(d) any claim made by a third party, or the commencement of any action or proceeding by a third party, that would give rise to STRATEGIC’s right of indemnification under these Terms, except, in each, solely caused by STRATEGIC’s gross negligence or willful and intentional misconduct.

V. Limitation of Liability

IN NO EVENT SHALL STRATEGIC BE LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LAW OR EQUITY, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE OF PROPERTY OR EQUIPMENT, DOWNTIME, LOSS OF THIRD PARTY CONTRACTS OR LOST PRODUCTION, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE OR (B) WHETHER OR NOT CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In addition, STRATEGIC’s maximum aggregate liability (whether in contract, warranty, indemnity, tort, strict liability or any other theory of law or equity) for damages or loss, howsoever arising or caused, shall in no event exceed the amount Customer paid to STRATEGIC for the Goods or Services to which the liability relates. Customer agrees that the pricing for the Goods and Services reflects this allocation of risk and is the basis of the bargain between the Parties.

The foregoing limitations shall be valid and enforceable, notwithstanding any alleged failure of essential purpose of the limited remedies set forth herein. Any and all claims alleged by Customer arising out of or relating to the Goods and/or Services will be barred unless a legal proceeding is commenced within 1 year from completion of the Services or delivery of the Goods to Customer.

Without limiting the foregoing, STRATEGIC shall not be liable, directly or indirectly, in contract, tort, or otherwise, to the Customer, charterers, underwriters, lienholders, or any other party in interest, for any damage to the vessel, its appurtenances, cargo, equipment, or movable stores, or any other personal property, or for any consequence thereof, unless such damage is caused solely by STRATEGIC’s gross negligence or willful and intentional tort.

In no event shall STRATEGIC be responsible for any damages resulting from delays caused by Customer’s failure to perform Customer’s obligations under the Contract, including, but not limited to, providing STRATEGIC with access to the vessel.

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VI. Technical Assistance.

Unless otherwise expressly agreed to in writing in the case of technical and engineering Services: (a) any technical advice provided by STRATEGIC to Customer with respect to the use and selection of Services or Goods shall be without charge; (b) STRATEGIC assumes no obligation or liability for any such advice or for any resulting claims for damages or any other relief; and (c) Customer assumes sole responsibility for selection and specifications of the Services and/or Goods appropriate for Customer’s needs.

VII. Customer Warranties

Customer warrants that a valid and current U.S. Coast Guard Certificate of Financial Responsibility (Water Pollution) (Form CG-5358-10) shall be kept in force at all times while STRATEGIC is furnishing repairs, Goods, or Services pursuant to the Contract, along with any other warranties that are required or customary for the work described in the Contract. Customer further warrants that the invoiced Services and Goods will be used for commercial or agricultural purposes only and are not intended for personal, family, or household use.

VIII. Default

Customer shall be deemed in default upon the occurrence of any one or more of the following events (“Event(s) of Default”): (i) if any payment of any sum due to STRATEGIC is not paid promptly when due, with or without notice; (ii) if a petition is filed by or against Customer (or vessel’s owner) seeking or acquiescing in any reorganization, arrangement, liquidation, dissolution, or similar relief under any laws relating to bankruptcy or insolvency; (iii) if any information, warranty, or representation by Customer shall prove to be incorrect or false; or (iv) if Customer fails to perform any non-monetary obligation under the Contract, including, but not limited to, giving STRATEGIC access to the vessel. Upon an Event of Default, STRATEGIC, at its option, may declare all unpaid monies immediately due and payable, discontinue performing the Job, and/or demand adequate assurances of performance by Customer.

Furthermore, should Customer’s failure to perform his/her/its obligations under the Contract require STRATEGIC to expend additional money not initially contemplated by the Contract in order to complete the Contract (i.e., storage fees, travel expenses, re-hiring of technicians), Customer shall be liable for such expenses and STRATEGIC shall be authorized to suspend its performance of the Contract until Customer pays in full said expenses. Nothing herein shall be deemed to constitute a waiver of STRATEGIC’s rights to and under maritime lien law, or any other remedy that may be available in equity or at law to STRATEGIC. In any dispute between the Parties for collection of monies owed by Customer under the Contract or to otherwise enforce these Terms and any Contract against Customer, STRATEGIC shall be entitled to recover from Customer all of STRATEGIC’s costs of collection, including, but not limited to, reasonable attorneys’ fees and expenses and collection agency fees, commissions, and expenses. In all other disputes, each Party shall bear its own attorney’s fees and expenses.

IX. Miscellaneous

General Provisions. Customer may not assign Customer’s rights or obligations hereunder without STRATEGIC’s prior written consent. Any such attempted assignment will be void.

No employment, agency, joint venture, or similar arrangement is created or intended between Customer and STRATEGIC.

STRATEGIC retains ownership of all records relating to Services and Goods provided to Customer (“Records”) and may disclose the Records pursuant to a court order or in the event disclosure of the Records becomes part of STRATEGIC’s defense in a legal matter.

Force Majeure. STRATEGIC shall not be liable or otherwise responsible in any event for any loss, damage, or delay in performance or delivery caused by any unforeseen event or circumstances or caused by circumstances beyond its control, including, but not limited to, strikes, labor difficulties, supply chain disruptions, accidents, delays in delivery or unavailability or shortage of materials, supplies, fuel or power, unavailability or shortage of equipment or transportation, acts of God, war, restraint of trade, government action (including the imposition of import duties or tariffs), government interference, pandemic, pathogenic outbreak, fires, floods, tropical storms, hurricanes, or other extreme weather event (“Force Majeure”).

In no event shall any Force Majeure excuse Customer’s monetary obligations under the Contract to the extent STRATEGIC has incurred costs of performance. STRATEGIC may, without liability to Customer or any third party, suspend its performance when STRATEGIC’s performance is delayed or prevented by any Force Majeure event.

Amendment and Anti-Waiver. Any changes, additions to, or modifications of these Terms or the Contract shall be binding only when in writing and signed by an authorized representative of STRATEGIC. Furthermore, no provision of these Terms or the Contract shall be deemed to have been waived by STRATEGIC unless such waiver is in writing and signed by an authorized representative of STRATEGIC, nor shall any custom, practice, or course of performance in the enforcement of any provision be construed to waive or lessen the right of STRATEGIC to insist upon performance by Customer in strict accordance with said provision.

Entire Agreement. These Terms and any sales agreement, credit application, invoice, price quotation, and/or other STRATEGIC document that incorporates these Terms constitute the sole and entire agreement between Customer and STRATEGIC with respect to any order or sale of Services or Goods to Customer, superseding completely any prior or contemporaneous oral or written communications.

Use of Images. Images of equipment used in STRATEGIC’s print, online, or other material may show the Customer’s name, logo, or other company information due to their installation on the product. This does not constitute STRATEGIC’s promotion of Customer’s company or services, nor does it constitute Customer’s promotion of STRATEGIC’s product.

Jurisdiction, Venue, Choice of Law. The Contract shall be deemed to have been fully executed and performed within the State of Florida. Furthermore, the Parties expressly consent to the jurisdiction of the Florida courts for any dispute arising from or related to the Contract. The courts of Broward County, Florida shall be the exclusive and mandatory jurisdiction for the adjudication of any dispute arising from or related to the Contract.

The Contract shall be controlled by and construed under the laws of the State of Florida (excluding any conflict of law rules) and, should there be no conflict or should no law in the State of Florida exist with respect to a particular issue, then United States federal maritime law (excluding any conflict of law rules) shall control, particularly with respect to remedies available to STRATEGIC. The UNCITRAL Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Contract and shall not control, nor be used to construe the Contract.

Waiver of Jury Trial.

BOTH CUSTOMER AND STRATEGIC HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE BETWEEN THE PARTIES AND IN ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO THE CONTRACT, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR STRATEGIC ENTERING INTO THE CONTRACT.

Severability. In the event that any provision of these Terms or the Contract is determined to be invalid, illegal, or otherwise unenforceable for any reason, such determination shall not affect the validity of any remaining provisions, which shall be deemed enforced to the fullest extent possible without the unenforceable provision.

Export Compliance. Customer understands that Services and Goods may be subject to export control and sanctions laws and regulations of the United States, including but not limited to:
(a) U.S. export laws and regulations governing the export, transfer, or re-export of U.S. manufactured products, and products containing U.S. components, software, or technology as set forth in the U.S. Export Administration Regulations (EAR), 15 C.F.R. §§ 734, 736;
(b) U.S. export laws and regulations restricting U.S. companies and their foreign affiliates and subsidiaries from doing business with certain embargoed countries and entities as set forth in the U.S. Foreign Asset Control Regulations (FACR), 31 C.F.R. §§ 500 et seq.; and
(c) the International Traffic in Arms Regulations, 22 C.F.R. §§ 120 et seq.

Customer agrees that it will comply with, and will not export or re-export any Services and Goods in violation of, any applicable export control and sanctions laws and regulations of the United States or those of any other applicable jurisdiction. Specifically, Customer covenants that it shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Goods or Services received under this Contract to any destination, entity, or person prohibited by relevant laws or regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. STRATEGIC may cancel the Contract if Customer fails to provide any import and export documents requested by STRATEGIC, or if STRATEGIC has reason to believe that Customer will not otherwise comply with the requirements herein.

Notice. All notices and other communications under, or in connection with, the Contract will be effective when given in writing by hand delivery, registered or certified mail, overnight courier service, or email. The address and email details for notices to each party will be as set forth in the Contract.

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