VENDOR STANDARD TERMS AND CONDITIONS

Applicable to Vendors Supplying Products and Services to Arsenal

1. APPLICABILITY
   All sales of products (“Products”) and services (“Services”) by a vendor (“Vendor”) to Arsenal and each of its affiliates and subsidiaries (“Arsenal”) are subject to these standard terms and conditions, together with the applicable purchase order or similar order issued by Arsenal (each, an “Order”).  Terms and conditions of Vendor (whether contained in a purchase order confirmation or otherwise) which are in any way in conflict or inconsistent with or different or in addition to these standard terms and conditions (whether communicated orally or contained in a purchase order verification, quotation, delivery ticket, invoice, website, portal, “click-through” or “shrink-wrap” terms or other written correspondence) shall not be binding on Arsenal and are rejected and shall not be considered applicable to any purchase of products or services by Arsenal unless expressly agreed to in writing by an authorized officer of Arsenal, and this applies even if such terms are accepted electronically by Arsenal personnel.  The supply of products or services to Arsenal pursuant to any Order shall be conclusive evidence of Vendor’s approval of and consent to the terms and conditions herein contained.  An Order is accepted by Vendor upon the earliest of Vendor’s written acknowledgment, Vendor’s commencement of performance, or Vendor’s failure to reject the Order in writing within five (5) business days of receipt.  The Order shall prevail over these terms only as to description, quantity, price and delivery date and location; in all other respects these terms prevail.

2. WARRANTY
   a.   In addition to any other warranties available under applicable law, Vendor warrants to Arsenal, and to any of Arsenal’s successors in interest or title to the Products and to Arsenal’s customers, that the Products delivered hereunder shall be new, merchantable, free from defects in design, materials and workmanship, free of all liens and encumbrances, shall conform to the specifications, drawings, samples and descriptions represented by Vendor and/or provided or requested by Arsenal and shall be fit for their intended purpose.
   b.    In addition to any other remedies available under applicable law, in the event of a breach of any warranty hereunder, (i) Vendor, at Arsenal’s request and option and at Vendor’s sole cost and expense, shall promptly correct or replace such products and deliver such corrected or replaced Products to such location as Arsenal shall request, (ii) promptly provide to Arsenal a complete refund of the purchase price and other amounts paid relating to such products, or (iii) reimburse Arsenal for the cost of correcting such Products itself or procuring replacement products from a third party.  Arsenal shall not be responsible for costs of removal and reinstallation, which shall be borne by Vendor.
   c.    Arsenal shall have the sole right to determine whether returned articles or parts shall be repaired or replaced.
   d.    The warranties in this Section 2 shall remain in effect for three (3) years after acceptance of the Products by Arsenal, and any warranty claim notified to Vendor within that period shall survive until fully resolved.  In the case of any part or component repaired or replaced by Vendor the warranty shall remain in effect for the three (3) year period following acceptance of the corrected or replacement product.
   e.    Vendor agrees to assume round-trip transportation costs for defective or non-conforming articles to and from Arsenal’s facility, together with Arsenal’s reasonable costs of inspecting, sorting, handling and storing such articles.
   f.    Vendor warrants that all Services shall be performed in a professional and workmanlike manner by appropriately qualified, skilled and experienced personnel, in accordance with best industry practice and the Order, and that any defective or non-conforming Services shall, at Arsenal’s option, be promptly re-performed at Vendor’s cost or refunded in full.
   g.    Vendor warrants that the Products and Services, and Arsenal’s use of them, do not and will not infringe or misappropriate any intellectual property right of any third party, and that the Products and Services comply with all applicable laws, regulations and industry standards.
   h.    The warranties herein survive inspection, acceptance, use of and payment for the Products and Services, and are not waived by Arsenal’s approval of any design, drawing or specification.

3. DELIVERY; TIME OF THE ESSENCE
   Time is of the essence in Vendor’s performance.  Vendor shall deliver Products and perform Services in the quantities and on the dates specified in the Order (or, if no date is specified, within thirty (30) days after the date of the Order) and shall notify Arsenal immediately in writing of any anticipated delay.  If Vendor fails to deliver or perform on time, Arsenal may, without liability and in addition to its other rights and remedies: (i) cancel all or part of the Order; (ii) require expedited shipment at Vendor’s cost; (iii) procure substitute products or services elsewhere and recover from Vendor any excess cost; and/or (iv) refuse any later delivery or performance.  Arsenal is not obliged to accept early, partial or excess deliveries and may return them at Vendor’s risk and expense.

4. INSPECTION, ACCEPTANCE AND REJECTION
   All Products and Services are subject to inspection and testing by Arsenal at all reasonable times and places, including during manufacture and before and after delivery.  Neither delivery, payment, use, nor any inspection or failure to inspect shall constitute acceptance.  Arsenal may, within a reasonable time after delivery (which shall be not less than sixty (60) days), reject any Products or Services that are defective or non-conforming, in whole or in part.  Rejected Products shall be held at Vendor’s risk and may be returned at Vendor’s expense, and Vendor shall, at Arsenal’s option, promptly replace or correct them or refund all amounts paid for them.  Arsenal may revoke any acceptance where a defect or non-conformity was not reasonably discoverable at the time of acceptance.

5. NO THIRD PARTY BENEFICIARIES
   Except as expressly provided herein to the contrary, the provisions of this order are for the benefit of the parties to the order and not for the benefit of any other party, person or entity, save that Arsenal’s affiliates and the Arsenal Indemnitees (as defined in Section 9) may enforce the provisions expressed to be for their benefit.

6. CANCELLATION AND TERMINATION
   a.    Cancellation for convenience. Arsenal shall be permitted to cancel at any time any Order, in whole or in part, for any reason or no reason, by written notice (including by email) to Vendor.  Arsenal’s sole liability in respect of any such cancellation shall be to pay the Order price for conforming Products delivered and accepted, and conforming Services performed, before Vendor’s receipt of the notice of cancellation, and Arsenal shall have no other liability of any kind for such cancellation, including for work in progress, raw materials, finished goods not yet delivered, unabsorbed overhead, anticipated profits, or any costs of Vendor’s suppliers or subcontractors.
   b.    Automatic cancellation. Any Order (or unfulfilled portion of an Order) which has been outstanding for more than ninety (90) days after its issue date is automatically cancelled without liability to Arsenal, unless the Order specifies in writing a delivery date exceeding the 90 days or Arsenal confirms in writing that the Order remains open.
   c.    Termination for cause. Arsenal may terminate any Order, or all Orders, immediately by written notice and without liability if Vendor (i) breaches any term of an Order or these terms, (ii) fails to make progress so as to endanger timely performance, (iii) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or becomes subject to any bankruptcy or insolvency proceeding, or (iv) undergoes a change of control.  In such case Vendor shall be liable for all costs, losses and damages incurred by Arsenal, including the excess cost of procuring substitute products or services.
   d.    Effect of cancellation or termination. Upon receipt of notice of cancellation or termination, Vendor shall immediately stop work and place no further subcontracts or orders, take all reasonable steps to mitigate costs, and, if Arsenal so requests, deliver to Arsenal any completed Products, work in progress and materials paid for by Arsenal.  Vendor shall refund within fifteen (15) days any prepayments or deposits for Products not delivered or Services not performed.
   e.    No cancellation by Vendor. Vendor may not cancel, terminate or suspend performance of any Order for any reason, except for Arsenal’s failure to pay undisputed amounts that remain unpaid sixty (60) days after Arsenal’s receipt of Vendor’s written notice of non-payment.

7. PRICE, INVOICING, PAYMENT AND SET-OFF
   Prices are those stated in the Order, are fixed, and include all packaging, packing, freight, insurance, duties and other charges; applicable sales or use taxes shall be separately stated on the invoice.  No price increase, surcharge or additional charge of any kind shall bind Arsenal unless agreed in advance in writing by Arsenal.  Vendor shall invoice only after delivery of Products or completion of Services, quoting the Order number.  Arsenal shall pay correctly submitted, undisputed invoices within sixty (60) days of receipt.  Arsenal may withhold payment of any amount it disputes in good faith, and no interest or late payment charge shall accrue on any amount.  Vendor shall not be entitled to payment of any invoice submitted more than one hundred eighty (180) days after delivery or completion.  Arsenal may set off or recoup against any amount owed to Vendor any amount owed by Vendor or its affiliates to Arsenal under any Order or other agreement.  Payment shall not constitute acceptance of any Products or Services or a waiver of any of Arsenal’s rights.

8. SHIPMENT, TITLE, RISK OF LOSS
   Except as may otherwise be agreed by the parties in writing, the Products being sold hereunder shall be delivered to Arsenal FOB destination (Arsenal’s designated facility), freight prepaid by Vendor, properly packed, marked and accompanied by a packing slip referencing the Order number.  Title shall pass to Arsenal upon delivery.  Risk of loss shall remain with Vendor until acceptance by Arsenal in accordance with Section 4, and any Products rejected by Arsenal shall remain at Vendor’s risk.

9. INDEMNIFICATION
   VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS ARSENAL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND CUSTOMERS (THE “ARSENAL INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OF ANY RECALL) ARISING OUT OF OR RELATING TO: (I) ANY DEFECTIVE OR NON-CONFORMING PRODUCTS OR SERVICES; (II) ANY BREACH BY VENDOR OF AN ORDER OR THESE TERMS; (III) ANY ACT OR OMISSION OF VENDOR OR ITS PERSONNEL, SUPPLIERS OR SUBCONTRACTORS, INCLUDING ANY BODILY INJURY, DEATH OR PROPERTY DAMAGE; (IV) ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT BY THE PRODUCTS OR SERVICES; AND (V) ANY VIOLATION OF LAW BY VENDOR.  THIS INDEMNITY APPLIES EVEN IF THE CLAIM IS CAUSED IN PART BY THE CONCURRENT NEGLIGENCE OF AN ARSENAL INDEMNITEE, BUT NOT TO THE EXTENT A FINAL JUDGMENT FINDS THE CLAIM WAS CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT ARSENAL INDEMNITEE.  Vendor shall not settle any claim without Arsenal’s prior written consent, and Arsenal may participate in the defense with counsel of its choice.  If any Product or Service is, or in Arsenal’s opinion is likely to be, held to be infringing, Vendor shall at its own expense and at Arsenal’s option either procure for Arsenal the right to continue using it, modify or replace it so that it is non-infringing without loss of functionality, or refund all amounts paid for it.

10. LIMITATION OF ARSENAL’S LIABILITY
    IN NO EVENT SHALL ARSENAL BE LIABLE TO VENDOR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE OR LOSS OF BUSINESS, ARISING OUT OF OR RELATING TO ANY ORDER OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.  ARSENAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER SHALL NOT EXCEED THE UNPAID PRICE OF CONFORMING PRODUCTS DELIVERED AND ACCEPTED, AND CONFORMING SERVICES PERFORMED, UNDER THAT ORDER.  NOTHING IN THESE TERMS LIMITS OR EXCLUDES VENDOR’S LIABILITY TO ARSENAL.

11. INSURANCE
    Vendor shall, at its own expense, maintain with insurers rated A- VII or better by A.M. Best, during performance and for three (3) years thereafter: (i) commercial general liability insurance, including products/completed operations and contractual liability, of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate; (ii) workers’ compensation insurance as required by law and employer’s liability insurance of not less than $1,000,000; (iii) automobile liability insurance of not less than

$1,000,000 combined single limit where vehicles are used in performance; and (iv) where Vendor provides professional or technology services, professional liability/errors and omissions insurance (including cyber liability) of not less than $2,000,000 per claim.  Such policies (other than workers’ compensation and professional liability) shall name the Arsenal Indemnitees as additional insureds, be primary and non-contributory, include a waiver of subrogation in favor of Arsenal, and not be cancelled without thirty (30) days’ prior written notice to Arsenal.  Vendor shall provide certificates of insurance on request.  These requirements do not limit Vendor’s liability.

12. CHANGES
    Arsenal may at any time by written notice make changes to the drawings, specifications, quantities, delivery schedule, place of delivery or method of shipment or packing under an Order.  If a change materially increases or decreases the cost or time of performance, an equitable adjustment shall be agreed in writing, provided that Vendor submits any claim for adjustment, with supporting documentation, within ten (10) days of the change notice, failing which the claim is waived.  Vendor shall proceed with the Order as changed pending agreement.  Vendor shall not make any change to the Products, Services, materials, processes, place of manufacture or sub-suppliers without Arsenal’s prior written consent.

13. COMPLIANCE WITH LAWS
    Vendor shall comply with all applicable laws, regulations, ordinances and codes, including those relating to anti-bribery and corruption, export controls and sanctions, forced labor and human trafficking, employment, health and safety, the environment, product safety and labeling, and data protection and privacy, and with any Arsenal site rules and supplier code of conduct notified to Vendor.  Vendor shall obtain and maintain at its cost all permits and licenses required for its performance.  Any breach of this Section is a material breach entitling Arsenal to terminate under Section 6.

14. CONFIDENTIALITY AND PUBLICITY
    Vendor shall keep confidential, and use only for performing the Order, all non-public information disclosed by or on behalf of Arsenal, including the terms of each Order, and shall return or destroy it on request.  Vendor shall not, without Arsenal’s prior written consent, use Arsenal’s name, trademarks, logos or other brand assets, or disclose its relationship with Arsenal, in any advertising, publicity, client list, social media or other public communication.

15. INTELLECTUAL PROPERTY
    All deliverables, designs, reports and other work product created by or for Vendor specifically for Arsenal under any Order (“Work Product”), and all intellectual property rights in them, shall vest in and belong to Arsenal upon creation, and Vendor hereby assigns all such rights to Arsenal.  Vendor grants Arsenal a perpetual, irrevocable, worldwide, royalty-free license to use any of Vendor’s pre-existing intellectual property incorporated in the Products, Services or Work Product to the extent necessary for Arsenal to receive their full benefit.  All tooling, materials, specifications and information furnished by Arsenal remain Arsenal’s property, shall be used solely for Arsenal’s Orders, and shall be returned on request.

16. ASSIGNMENT AND SUBCONTRACTING
    Vendor shall not assign, delegate or subcontract any of its rights or obligations under any Order without Arsenal’s prior written consent, and any purported assignment without such consent is void.  Vendor remains fully responsible for the acts and omissions of its subcontractors.  Arsenal may assign any Order or these terms to any affiliate or successor without Vendor’s consent.

17. INDEPENDENT CONTRACTOR
    Vendor is an independent contractor.  Nothing in these terms creates any partnership, joint venture, agency or employment relationship.  Vendor is solely responsible for its personnel, including all wages, benefits, taxes and withholdings, and Vendor’s personnel shall not be deemed employees of Arsenal for any purpose.

19. SEVERABILITY
    Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.  To the extent permitted by applicable law each party hereby waives any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

20. GOVERNING LAW, FORUM AND JURY WAIVER
    This Agreement shall be interpreted in accordance with the laws of the State of Texas, regardless of the conflict of law provisions thereof.  The parties hereto agree that any litigation arising out of this Agreement shall be brought exclusively in the state or federal courts located in the State of Texas, and Vendor irrevocably submits to the personal jurisdiction of, and waives any objection to venue in, such courts; provided that Arsenal may seek injunctive or other equitable relief in any court of competent jurisdiction.  Any legal action by Vendor for breach must be commenced within one (1) year from the date of the breach or, if applicable law does not permit so short a period, within the shortest period permitted by applicable law.  Vendor agrees to pay all costs and expenses, including reasonable attorney’s fees incurred by Arsenal in any action to enforce its rights hereunder.  The United Nations Convention on the Contracts for International Sale of Goods, 1980, and any amendment or successor thereto is expressly excluded from this Agreement.  EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO ANY ORDER OR THESE TERMS.

21. WAIVER; REMEDIES CUMULATIVE
    Failure by Arsenal to assert all or any part of its rights upon any breach of this agreement shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach nor shall any waiver be implied from the acceptance of any payment or service.  No written waiver of any right shall extend to or affect any other right Arsenal may possess nor shall such written waiver extend to any subsequent similar or dissimilar breach.  Arsenal’s rights and remedies under these terms are cumulative and in addition to all rights and remedies available at law or in equity.

22. NOTICES, AMENDMENTS AND SURVIVAL
    Notices to Arsenal must be in writing and sent to the Arsenal contact stated in the Order, with a copy to Arsenal’s legal department.  Arsenal may give notices to Vendor in writing, including by email to Vendor’s usual business contact.  No amendment or variation of an Order or these terms shall bind Arsenal unless in writing and signed by an authorized representative of Arsenal.  Provisions which by their nature are intended to survive (including Sections 2, 6, 7, 9, 10, 11, 14, 15, 19, 21 and 22) shall survive completion, cancellation or termination of any Order.

23. ENTIRE AGREEMENT
    Upon acceptance of an Order by Vendor, these terms and the Order shall constitute the entire Agreement between the parties with respect to that Order and supersede all prior quotations, prices, offers, proposals, negotiations and agreements relating to the subject matter hereof.  Arsenal may update these terms from time to time, and the version in effect on the date of an Order applies to that Order.