Shipment

All shipments are made Ex Works (Incoterms 2020) unless otherwise specified. Title to Products and risk of loss pass to Buyer upon shipment from Seller's warehouse. Buyer agrees to purchase any insurance necessary to indemnify it against any loss in shipping. Buyer will determine any export license requirements, obtain any export license or other official authorization, and carry out any customs formalities for the export of products. Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential or otherwise, due to delays once the Products have been delivered to the carrier. Seller will use commercially reasonable efforts to fulfill Buyer's request for expedited shipping, provided that any increases for expedited delivery will be paid by Buyer.

Buyer will comply with all applicable laws, regulations and ordinances of any governmental authority having proper jurisdiction, including, without limitation, those laws of the United States or other countries that regulate the import or export of products and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all products, technology and software purchases licensed and received from Seller. Unless otherwise mutually agreed in writing, Buyer agrees that it will not use products in connection with any activity involving nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical or biological weapons.

Delivery

Seller shall not be responsible for loss, damage, delay or failure with respect to the products if due to or arising from shortage of raw materials or subcomponents, fires, labor troubles of any kind, accidents, breakdown of machinery, government acts of any kind (including in a contractual capacity), failure of manufacturers, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed or contemplated by past dealings, transportation difficulties of any kind, acts of God, acts of Buyer, epidemics or pandemics, or anything reasonably beyond Seller's control, whether or not presently occurring or contemplated by either party. Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay until it shall have such additional time within which to deliver the products as may be reasonably necessary under the circumstances. Seller shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable and may deliver the products in installments. Seller may terminate or suspend an order if there is a material breach by Buyer and Buyer fails cure such breach within 10 calendar days after receipt of written notice.