Terms and Conditions - Product Sales

Rev 2021.07.7
- 15 -
C. Relationship of Parties. Nothing contained in these Terms of Sale shall be construed as
establishing or implying any partnership or joint venture between the parties; and, nothing in these Terms
of Sale shall be deemed to construe either of the parties as the agent of the other.
D. Assignment. Buyer may not assign its rights to purchase a Product to any third party unless
previously consented to in writing by the PHI. No such assignment shall relieve Buyer from its obligations
under these Terms of Sale.
E. Waiver. The failure by either party to enforce at any time or for any period any provision of these
Terms of Sale shall not be a waiver of such provision or of the right at any time subsequent time to enforce
such provision.
F. Notices. Any notice to PHI relating to a Product or these Terms of Sale must be in writing and
sent by registered or certified mail (postage prepaid first-class mail and return receipt requested) by
overnight delivery service of by electronic mail to the address below, and will be effective upon receipt.
If by registered or certified mail:
SimpliPhi Power, Inc.: Attention: Contracts Manager
3100 Camino Del Sol, Oxnard, CA, 93030.
If by email:
[e-mail]
G. Entire Agreement. These Terms of Sale shall apply to each purchase and sale of a Product. Each
party is relying on its own judgment and due diligence and expressly disclaims reliance upon any
representation or statements not expressly set forth in these Terms of Sale.
H. Severability. If any provision of these Terms of Sale is found to be void or unenforceable, such
provision will be stricken or modified, but only to the extent necessary to comply with the law, and the
remainder of the provisions of these Terms of Sale will remain in full force. No rights may arise by
implication or estoppel, other than those expressly granted herein.
I. Buyers Located Outside the United States or Serving Markets Outside the United States. If
Buyer is located outside of the United States or serving markets located outside of the United States, Buyer
must not seek to gain advantages through unfair, unethical or illegal business practices and must comply
with all applicable anti-corruption laws, directives and regulations, such as the U.S. Foreign Corrupt
Practices Act and the U.K. Bribery Act. Additionally, Buyer must refrain from offering or making any
improper payments of money (or anything of value) to government officials, political parties, candidates for
public office or other persons. This includes a prohibition on facilitating payments intended to expedite or
secure performance of a routine governmental action that the government official is already obligated to
perform, eve in locations where such activity may not violate local law.