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DFS Proprietary and Confidential
<br />Rev. February 13, 2020
<br />Page | 7
<br />limited to failure or delay in Buyer’s providing Payment Security, making any payment when due, or
<br />fulfilling any payment conditions.
<br />11.4 Except as pursuant to the Contract, if the Contract (or any portion thereof) is terminated for any reason
<br />other than Seller’s default under Section 11.1, Buyer shall pay Seller for all Products completed, lease
<br />fees incurred and Services performed before the effective date of termination, plus expenses
<br />reasonably incurred by Seller in connection with the termination. The amount due for Services will be
<br />at Seller’s then-current standard time and material rates. In addition, Buyer shall pay Seller a
<br />cancellation charge equal to 80% of the Contract Price applicable to uncompleted made-to- order
<br />Products and 15% of the Contract Price applicable to all other uncompleted Products.
<br />11.5 Either Buyer or Seller may terminate the Contract (or the portion affected) upon 20 days’ advance
<br />notice if there is an excusable event (as described in Article 10) lasting longer than 120 days. In such
<br />case, Buyer shall pay to Seller amounts payable under Section 11.4, excluding the cancellation charge
<br />for uncompleted Products.
<br />11.6 Buyer shall pay all reasonable expenses incurred by Seller in connection with a suspension, including,
<br />but not limited to, expenses for repossession, fee collection, demobilization/remobilization, and costs
<br />of storage during suspension. The schedule for Seller’s obligations will be extended for a period of
<br />time reasonably necessary to overcome the effects of any suspension.
<br />12.Compliance with Laws, Codes, and Standards
<br />12.1 Seller shall comply with laws applicable to the manufacture of Products and its performance of
<br />Services. Buyer shall comply with laws applicable to the application, operation, use and disposal of
<br />the Products and Services.
<br />12.2 Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade
<br />control and export laws and regulations, including the U.S. Foreign Corrupt Practices Act and all other
<br />applicable laws and regulations prohibiting corrupt practices or relating to trade and export control
<br />(including “deemed export” and “deemed re-export” regulations). Buyer shall not trans-ship, re-export,
<br />divert or direct Products other than in and to the ultimate country of destination declared by Buyer and
<br />specified as the country of ultimate destination on Seller’s invoice. Buyer shall not use any data,
<br />information, program and/or materials resulting from or provided with the Services or pursuant to any
<br />Contract for any purpose prohibited by such laws, including in connection with the proliferation of
<br />nuclear, chemical, or biological weapons, or development of missile technology.
<br />12.3 Notwithstanding any other provision, Buyer shall timely obtain, effectuate and maintain in force any
<br />required permit, license, exemption, filing, registration and other authorization, including, but not limited
<br />to, building and environmental permits, import licenses, environmental impact assessments, and
<br />foreign exchange authorizations, required for the lawful performance of Services at the Site or
<br />fulfillment of Buyer’s obligations, except that Seller shall obtain any license or registration necessary
<br />for Seller to generally conduct business and visas or work permits, if any, necessary for Seller’s
<br />personnel. Buyer shall provide reasonable assistance to Seller in obtaining such visas and work
<br />permits.
<br />13.Environmental, Health, and Safety Matters
<br />13.1 Buyer shall maintain safe working conditions at the Site, including, without limitation, implementing
<br />appropriate procedures regarding Hazardous Materials, confined space entry, and energization and
<br />de-energization of power systems (electrical, mechanical and hydraulic) using safe and effective lock-
<br />out/tag-out (“LOTO”) procedures including physical LOTO or a mutually agreed upon alternative
<br />method.
<br />13.2 Buyer shall timely advise Seller in writing of all applicable Site-specific health, safety, security and
<br />environmental requirements and procedures. Without limiting Buyer’s responsibilities under Article 13,
<br />Seller has the right but not the obligation to, from time to time, review and inspect applicable health,
<br />safety, security and environmental documentation, procedures and conditions at the Site.
<br />13.3 If, in Seller’s reasonable opinion, the health, safety, or security of personnel or the Site is, or is apt to
<br />be, imperiled by security risks, terrorist acts or threats, the presence of or threat of exposure to
<br />Hazardous Materials, or unsafe working conditions, Seller may, in addition to other rights or
<br />Terms and Conditions of Sale – Products & Services
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