Terms and Conditions - Product Sales

Rev 2021.07.7
- 13 -
B. Notice of Default with Right to Cure. Upon Default by a Party (the “Defaulting Party”), the other
Party (“Non-Defaulting Party”) shall deliver written notice (“Notice of Default”) to the Defaulting Party
specifying the nature of the Default. The Defaulting Party shall have thirty (30) days from the date of
delivery of the Notice of Default in case of non-monetary defaults and ten (10) days from the date of
delivery of the Notice of Default in case of monetary defaults to cure the Default.
C. Termination. If the Default is capable of being cured within the applicable cure period and is not
cured within such cure period, the Contract may be terminated by the Non-Defaulting Party. In the case of
a non-monetary Default that cannot be cured within the applicable cure period, the Contract shall not be
terminated as long as the Defaulting Party has commenced and is diligently pursuing curing the non-
monetary default; provided that if such non-monetary Default has not been cured by on or before ninety
(90) days from the date of delivery of the Notice of Default.
19. Applicable Law, Venue, Jury Trial Waiver
A. Governing Law. These Terms of Sale and ANY CLAIM, DISPUTE, OR CONTROVERSY
(WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING STATUTORY, CONSUMER
PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN PHI AND
BUYER, including their affiliates, contractors, and agents and each of their respective employees, directors,
and officers (a “
Dispute”) will be governed by the laws of the State of California, without regard to conflicts
of law. The UN Convention for the International Sale of Goods shall not apply.
B. Dispute Resolution. PHI and Buyer will attempt to resolve any Dispute through negotiation or
by utilizing a mediator agreed to by the parties, rather than through litigation. The mediator shall be located
in the State of California. Negotiations and mediations will be treated as confidential. Unless otherwise
agreed to by the parties, if the parties are unable to reach through mediation a resolution of the Dispute
within sixty (60) days of notice of the Dispute to the other party, the parties may pursue all other courses
of action available at law or in equity.
C. Venue. The parties agree that the venue for any Dispute shall be exclusively in the state or
federal courts located in Ventura County, California. The Parties agree to submit to the personal
jurisdiction of such courts.
D. Waiver of Trial by Jury. AS PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS
REPSECTIVE RIGHTS TO A TRIAL BEFORE A JURY IN CONNECTION WITH ANY DISPUTE. A JUDGE
SITTING WITHOUT A JURY SHALL RESOLVE DISPUTES. IF A COURT DETERMINES THAT THIS
PROVISION IS NOT ENFORCEABLE FOR ANY REASON AND AT ANY TIME PRIOR TO TRIAL OF THE
DISPUTE, BUT NOT LATER THAN THIRTY (30) DAYS AFTER ENTRY OF THE ORDER DETERMINING
THIS PROVISION IS UNENFORCEABLE, EITHER PARTY SHALL BE ENTTLE TO MOVE THE COURT
FOR AN ORDER COMPELLING ARBITRATION AND STAYING OR DIMISSING SUCH LITGATION
PENDING ARBITRATION. IF PERMITTED BY APPLICABLE LAW EACH PARTY ALSO WAIVES THE
RIGHT TO LITIGATE IN COURT OR AN ARIBRATION PROCEEDING ANY DISPUTE AS A CLASS
ACTION, EITHER AS A MEMBER OF A CLASS OR AS A RPERESENTATIVE, OR TO ACT AS A PRIVATE
ATTORNEY GENERAL.