Terms

 1.   PARTIES AND SCOPE OF WORK

These Standard Terms and Conditions for the sale of goods and/or services (“Agreement”) is between GilCat Solutions, a Houston Texas Company, and the party contracting to purchase GilCat Solutions’ goods and services (“Products” or “Parts”) hereunder (“Buyer”). Buyer represents and warrants to GilCat Solutions that Buyer has the authority and right to enter into this Agreement without breaching or violating any fiduciary, contractual, statutory, or other legal obligations. This Agreement is for the sole benefit of the parties hereto and not for the benefit of any third person, firm, corporation or other entity, and nothing contained herein shall be construed to create any rights benefits, remedies, obligations, or liabilities for any third party under this Agreement.

2.   BUYER ACCEPTANCE AND ORDER ACKNOWLEDGMENT

This Agreement, along with GilCat Solutions’ proposal or quotation, GilCat Solutions’ catalogs, and GilCat Solutions’ acknowledgement, shall be the only terms and conditions applicable to the sale of GilCat Solutions’ Products. GilCat Solutions shall furnish its Products to Buyer, subject to the terms and conditions as set forth herein. Upon acceptance, Buyer shall incorporate or otherwise acknowledge in Buyer’s purchase order or contract, the terms and conditions contained in this Agreement without alteration. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions contained in GilCat Solutions’ confirmation or acknowledgment or any other conflict, the terms and conditions contained in this Agreement, together with any special provisions contained in GilCat Solutions’ proposal, if any, shall control. By accepting the Product, Buyer agrees to be bound by and comply with all terms and conditions contained in this Agreement, including any supplements thereto, and all specifications and other documents referred to herein. GilCat Solutions hereby rejects any purchase order, acknowledgement, counteroffer, other document(s), or any other attempt by Buyer, which contain terms and conditions that are different than, inconsistent with, or in addition to the terms and conditions contained in this Agreement. If GilCat Solutions is unable to furnish any Products on the purchase order in quantity, size, or otherwise, as specified and described on the purchase order, the order acknowledgment will so indicate within fifteen (15) days and provide details as to recommended substitutes including part number, description, price and availability, as applicable.

3.   GENERAL TERMS AGREEMENTS

If a Product Support Agreement or a General Terms Agreement has been definitized by GilCat Solutions with Buyer, the terms of such agreement(s), where applicable, shall have precedence over these terms and conditions.

4.   TITLE, DELIVERY, and PACKAGING

GilCat Solutions warrants to Buyer that it will convey good title to the Product(s) sold hereunder. GilCat Solutions’ liability and Buyer’s remedy under this title warranty is limited to the removal of any title defect or, at the election of GilCat Solutions, to the replacement of the Product(s) thereof, which are defective in title. Product(s) sold hereunder shall become the property of Buyer upon delivery of the Product(s) by GilCat Solutions distribution point to the carrier designated by Buyer or, in the absence of such designation, to the carrier selected by GilCat Solutions for shipment to Buyer.  Title to and risk of loss or damage shall pass to Buyer upon such delivery. GilCat Solutions shall deliver the Product(s) in accordance with its Confirmation Notices or Acknowledgements, or other mutually agreed upon schedules. Shipping dates are given to the best of GilCat Solutions’ knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer. GilCat Solutions will in good faith, endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage if the Product(s) are not shipped by such date.  GilCat Solutions shall not be responsible for failure or delay in shipping, when such failure or delay is due to any cause beyond GilCat Solutions’ reasonable control, including but not limited to, the reasons set forth in Article 16, Excusable Delay herein. In the event of any such delay, GilCat Solutions shall have such additional time as reasonably necessary to deliver the Product(s).  GilCat Solutions reserves the right to deliver Product(s) in advance of GilCat Solutions’ acknowledged order schedule. Product(s) will be packaged, unless otherwise specified, in containers commercially suitable for domestic or international shipment. Each container shall be suitably marked as set forth in the applicable purchase order.

5.   PRICES AND CONDITIONS OF PAYMENT

All prices for Product(s) provided here under shall be in U.S. Dollars, unless otherwise agreed. Payment is due net thirty (30) days from date of invoice. Buyer must meet GilCat Solutions’ credit standard with acceptable ratings and/or credit history. GilCat Solutions shall have the right to impose a finance charge of one and one half percent (1.5%) or the highest legal rate of interest permitted by law, whichever is lower, per month, on the unpaid balance from the date when such payment was due until paid. Payments should be made to the “remit to” address shown on the invoice.  GilCat Solutions reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security, or payment in advance for the order involved.

6.   WARRANTY

New Products supplied by GilCat Solutions under any purchase order, not otherwise warranted per a separate agreement, are warranted to be, at the time of delivery, and for a period of twelve (12) months thereafter, free from defects in material and workmanship, if Buyers gives notice to GilCat Solutions of any such defect within thirty (30) days of discovering the defect. If no later than twelve (12) months after delivery of the Product, any delivered Product is found to be defective in material or workmanship, GilCat Solutions shall, at its option, repair, replace or extend credit for such defective Product at its expense and with reasonable promptness provided GilCat Solutions confirms existence of said defect. Said notice will contain reasonable proof that the claimed defect is covered by GilCat Solutions’ warranty and is subject to confirmation and verification by GilCat Solutions. In the event GilCat Solutions replaces or extends credit for a defective part; the Buyer shall dispose of the defective part in accordance with GilCat Solutions’ instructions.  The Warranty applicable to Products repaired or overhauled is twelve (12) months, covering Material and Workmanship on the extent of work performed.  Products purchased as Ground Support Equipment (GSE), which specifically includes, but is not limited to, test equipment, tooling, and Halon recycling equipment, will only be covered by the warranty provided by the original GSE manufacturer, if not manufactured by GilCat Solutions or as provided for herein if manufactured by GilCat Solutions. GSE delivered under this order will, at the time of delivery thereof, be free from defects in material and workmanship. If within twelve (12) months from the time of delivery of the GSE to Buyer, such GSE is found to be defective in material or workmanship, GilCat Solutions at its option shall repair or replace such defective GSE or part thereof, at its expense and with reasonable promptness. Buyer shall provide GilCat Solutions with written notice of a claimed defect within sixty (60) days after the defect becomes apparent to Buyer. Said notice will contain reasonable proof that the claimed defect is covered by GilCat Solutions’ warranty and is subject to confirmation and verification by GilCat Solutions.  GilCat Solutions’ obligation under this Warranty shall not apply to any Product or part thereof or GSE, which: (a) Buyer does not properly store, install, use, or maintain; (b) Buyer modifies, other than pursuant to GilCat Solutions’ written approval or instructions, if any, or subjects to testing not approved in writing by the GilCat Solutions; (c) Buyer has subjected to any kind of misuse, detrimental exposure; (d) Buyer has used the Product in a manner that is inconsistent with or beyond its intended purpose; (e) has been involved in an accident; (f) compliance with Article 7 herein; and (g) and receipt of timely notice as required above.  The only warranties made by GilCat Solutions are those expressly provided for herein. Any other statements expressed in a contract or in proposals, specifications, drawings, or manuals shall not be deemed to constitute a warranty of the Products or GSE.

THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. NO OTHER WARRANTIES OF ANY KIND, WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, SHALL APPLY.  ADDITIONALLY, THE BUYER AGREES THAT THE USE OR INCORPORATION OF ANY ARTICLE OR REPAIRS INTO GILCAT SOLUTIONS’ PRODUCT WHICH ARE NOT GILCAT SOLUTIONS APPROVED WILL RESULT IN A DISCLAIMER BY GILCAT SOLUTIONS OF RELATED WARRANTY OBLIGATIONS AND AN INDEMNIFICATION OF GILCAT SOLUTIONS FOR ALL DAMAGES AND LIABILITY RESULTING FROM THE USE OR INCORPORATION OF SUCH ARTICLES OR REPAIRS.  THE REMEDIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER FOR ANY CLAIMS, EXPENSES OR DAMAGE ARISING OUT OF OR RELATED TO PRODUCTS DELIVERED UNDER THIS CONTRACT. IN NO EVENT SHALL GILCAT SOLUTIONS BE LIABLE IN TORT OR CONTRACT OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY OF LAW, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

7.   USE OF PURCHASED PARTS

Repairs, maintenance, and modification of equipment using Parts purchased from GilCat Solutions must be performed as specified in the applicable component maintenance or overhaul manual and/or service bulletin by technically competent personnel. The repairs, maintenance, and/or modification are to be accomplished utilizing tooling and test equipment, as specified in the manual or service bulletin, in a repair facility approved by the appropriate governing airworthiness authority.

IN THE EVENT BUYER DOES NOT COMPLY WITH THE PROVISIONS OF THIS ARTICLE 7, BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS GILCAT SOLUTIONS FROM ANY AND ALL CLAIMS, LOSS OR EXPENSE RESULTING DIRECTLY OR INDIRECTLY FROM SUCH NONCOMPLIANCE.

8.   LIMITATION OF LIABILITY & REMEDIES

Notwithstanding any other provision of this Agreement, in the event, the Buyer claims that GilCat Solutions has breached any of its obligations under this Agreement, the total cumulative liability of GilCat Solutions, for all claims, including but not limited to claims based on GilCat Solutions’ negligence of any degree, strict liability, breach of contract, warranty, intellectual property, or otherwise, shall not exceed the purchase price of the sale, delivery, or use of the Product which gives rise to the claim, and any such liability shall terminate upon the expiration of the warranty period. GilCat Solutions may request the return of the Product purchased here under and tender to Buyer the purchase price paid by Buyer, and in such event, GilCat Solutions shall have no further obligation under this Agreement except to refund such purchase price upon return of the Product. If GilCat Solutions so requests, the Product shall be returned to GilCat Solutions in accordance with GilCat Solutions’ instructions to Buyer, at GilCat Solutions’ expense.

NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, GILCAT SOLUTIONS SHALL NOT BE LIABLE TO BUYER WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHATSOEVER, OR FOR DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT FURNISHED UNDER THIS AGREEMENT, LOSS OF USE OF EQUIPMENT, LOSS OF PROFITS OR REVENUES OR THE LOSS OF USE THEREOF, OR CLAIMS OF ANY CUSTOMERS OF BUYER OR OTHER THIRD PARTIES.

9.   QUALITY ASSURANCE AND SPECIFICATIONS

The Products or Parts to be furnished will be produced under the requirements of GilCat Solutions Quality Management System which is in conformance with ISO Standard 9001:2015 and to the standards promulgated by the U. S. Department of Labor under the Occupational Safety and Health Act. With respect to the edition of specifications/standards applicable to an order, GilCat Solutions reserves the right to elect not to adopt a revision/issue in whole or in part or in the absence of an available governmental or military specification to select best commercial practices if it affects the form, fit, or function of the Product or significantly increases costs without corresponding benefit. Non‐conforming material control is defined in the GilCat Solutions Quality Management System and follows the AS 9001 document and industry best commercial practices. GilCat Solutions shall be authorized to make Material Review Board disposition of non‐conforming parts which do not affect required part functional performance, maintainability, reliability, interchangeability, weight, or appearance (where a factor) or safety of the Parts to be delivered. Buyer is responsible for requesting all appropriate certificates, as necessary, from GilCat Solutions. Request for additional supporting data, or administrative support is subject to negotiation.

10.                RECEIVING INSPECTION AND ACCEPTANCE

All Products or Parts sold here under shall be subject to final inspection and acceptance by Buyer. Such inspection and acceptance should be made within a reasonable time after receipt of the products, and in no event later than sixty (60) days from the date of shipment by GilCat Solutions. If GilCat Solutions does not notify Buyer within sixty (60) calendar days after delivery of any damage, discrepancy, or nonconformity, other than quantity, Buyer’s failure to inspect or failure to timely notify GilCat Solutions shall be deemed a waiver of all such claims and shall relieve GilCat Solutions from its obligations and any liability. Buyer should notify GilCat Solutions by written notice immediately upon receipt of a discrepant shipment. A discrepant shipment would be considered an over shipment or under shipment (quantity discrepancy); receipt of an incorrect Part number; or Part non‐conforming to specifications (obvious defects that should be detected during receiving inspection). Buyer shall hold rejected Product for GilCat Solutions’ instructions. GilCat Solutions shall have the right, in its sole discretion to issue a credit, repair or replace rejected products and, when repaired or replaced, the Products shall be accepted by Buyer. Regardless, if the Products or Parts do not conform to the requirements of this Agreement or a purchase order after final acceptance, GilCat Solutions’ sole obligation and liability, and Buyer’s sole remedy, shall be limited to the provisions set forth in Article 6, Warranty and Article 8, Limitation of Liability herein.

11.                SALES AND USE TAXES

GilCat Solutions shall only be responsible for the payment of income taxes and gross receipt taxes, if any, derived from the sale of its Products. Buyer shall be responsible for the payment of all other taxes, including but not limited to sales taxes, use taxes, duties, licenses, fees, or other charges of any nature levied in connection with the sale, use and/or delivery of Products under this Agreement. Upon GilCat Solutions’ request, Buyer shall provide to GilCat Solutions evidence of exportation or other evidence of tax or duty exemption. If GilCat Solutions, for any reason, pays for any taxes, duties, licenses, fees, or other charges for which Buyer is responsible, Buyer shall promptly reimburse GilCat Solutions for such payment, along with any other expenses related thereto, upon receipt of GilCat Solutions’ invoice.

12.                EXPORT LAWS AND LICENSING

Buyer shall be responsible for timely obtaining and maintaining any required government authorizations, including but not limited to, export or import licenses, and shall provide such documentation to GilCat Solutions upon request.  The parties shall assist each other when such help is reasonably possible to arrange for export shipment. GilCat Solutions shall not be liable if any authorization of any government is delayed, denied, revoked, restricted or not renewed, and Buyer shall not be relieved thereby of its obligations to pay GilCat Solutions for the Products ordered or any other charges that are Buyer’s obligation hereunder. All shipments under this Agreement shall at all times be subject to the export control laws, rules, regulations, and any amendments thereto, of the United States of America or any applicable foreign government. Buyer shall comply with all U.S. and applicable foreign import and export laws, rules, regulations, and any amendments thereto, including, but not limited to the Export Administration Regulations (“EAR”) and shall not make any disposition of U.S.A. origin Products purchased from GilCat Solutions, by way of trans‐shipment, re‐export, diversion or otherwise, other than in and to the ultimate country of destination specified on Buyer’s order or declared as the country of ultimate destination on GilCat Solutions’ invoices, except as said laws and regulations may expressly permit. Buyer shall indemnify, defend and hold GilCat Solutions harmless from all claims, losses, penalties or other damages that may result, directly or indirectly, from Buyer’s failure to comply with any U.S. or foreign laws, including but not limited to U.S. export control laws.

13.                INSOLVENCY

If (a) Buyer files a voluntary petition in bankruptcy or, (b) proceedings in a bankruptcy are instituted against him and he is thereafter adjudicated bankrupt pursuant to such proceedings or, (c) a court takes and retains for a period of at least thirty (30) days jurisdiction of him and his assets pursuant to proceedings under the provisions of any Government act or, (d) a receiver of the assets of either party is appointed because insolvency and is not discharged within a period of thirty (30) days thereafter or, (e) Buyer makes a general assignment for the benefit of its creditors or, (f) Buyer suspends business or becomes insolvent, it shall constitute an anticipatory breach of contract by such Buyer for any determination of GilCat Solutions’ rights and remedies at law and under this Agreement.

14.                ANTI‐BOYCOTT COMPLIANCE

GilCat Solutions complies with all U.S. laws directed against foreign restrictive trade practices or boycotts as embodied in the Export Administration Act of 1979 (as amended), the Tax Reform Act of 1976 and all regulations and guidelines issued hereunder. Accordingly, to the extent that any Buyer orders or other documents contain prohibited provisions, GilCat Solutions, takes specific exception and objects to these provisions which are not in compliance with the referenced laws and regulations.  To avoid delays in processing Buyer orders, all prohibited provisions in this regard must be deleted from customer orders or other documents.

15.                CHANGES AND ASSIGNMENT

GilCat Solutions may, in GilCat Solutions’ sole discretion and without Buyer’s consent, make changes in the Products or in processes that do not affect form, fit or function. All other changes or assignments require the prior written consent of both parties. However, GilCat Solutions shall have no obligation to make changes to any Products or Parts previously delivered to Buyer. GilCat Solutions may assign this Agreement, in whole or in part to any of its wholly owned subsidiaries or affiliates, and may assign its account receivables, without Buyer’s written consent.

16.                MODIFICATIONS AND APPLICABLE LAWS

No modifications of this Agreement or any issued purchase orders shall be binding unless in writing signed by both parties hereto.  This Agreement shall be interpreted in accordance with and construed by the laws of the state or territory from where the sale is made, without regard to its conflict‐of‐laws provisions. The provisions of the Convention for the International Sale of Goods are expressly excluded from this Agreement.

17.                EXCUSABLE DELAYS

GilCat Solutions shall not be liable for any delay or failure to perform if such delay or failure is due to causes beyond the control, and without fault or negligence, of GilCat Solutions including, but not limited to, acts of God or the public enemy, acts of terrorism, acts of Government, insurrections, fires, floods, explosions, epidemics, quarantine restrictions, strikes and freight embargoes. To the extent that such causes actually delay deliveries on the part of GilCat Solutions, the time for the performance shall be extended for as many days beyond the date thereof as is required to obtain removal of such causes.  GilCat Solutions shall promptly notify Buyer when an excusable delay has occurred or when GilCat Solutions reasonably believes that such the occurrence of an excusable delay is inevitable.

18.                INTELLECTUAL PROPERTY RIGHTS

GilCat Solutions shall retain sole and exclusive ownership of all intellectual property rights in all trade secrets, patents, proprietary information, copyrights, and other knowledge or information it has used, created, generated, or acquired from third parties in the performance of this Agreement.  Any information that GilCat Solutions discloses to Buyer about a quotation, proposal, or otherwise for the sale of Products covered by this Agreement, shall be deemed the confidential and proprietary information of the GilCat Solutions and Buyer shall acquire no right or license to GilCat Solutions’ confidential or proprietary information.  Buyer shall maintain as strictly confidential, all technical information, drawings, specifications, prototypes, financial and economic data, and other confidential and proprietary information that GilCat Solutions may disclose to Buyer about the Products supplied under this Agreement, if identified as confidential or proprietary information. Buyer shall not use, utilize, copy, disclose, misappropriate or disseminate any such information without GilCat Solutions’ written prior consent, except as may legally be required. Should Buyer be legally required to disclose such information, Buyer shall immediately notify GilCat Solutions and shall use all available efforts to resist such disclosure, or, if such resistance is unsuccessful, to obtain a protective order. Upon completion, expiration, or termination of this Agreement, Buyer shall promptly return to GilCat Solutions all confidential and proprietary information, classified information, material, and copies thereof.

19.                INTELLECTUAL PROPERTY INDEMNITY

GilCat Solutions agrees that it shall, at its own expense and at its sole option, defend or settle any claim, suit, or proceeding brought against Buyer or any customer expressly indemnified by Buyer based on an allegation that any Product furnished under this sales contract directly infringes any claim of any United States patent. This obligation shall be effective only if: (a) Buyer has made all payments then due; (b) the product is the design of GilCat Solutions and not made in accordance with drawings, samples, or manufacturing specifications designated by Buyer; (c) GilCat Solutions is notified of said allegation promptly in writing; and (d) GilCat Solutions is given full opportunity and authority, information, and assistance to conduct the sole defense of said claim, suit, or proceeding, including settlement and appeals. Provided all the foregoing conditions have been met, GilCat Solutions shall either settle such claim, or pay all court awarded damages, excluding indirect, incidental, special, consequential and punitive damages. In the event of a final adjudication by a court of competent jurisdiction enjoining the use or sale of the product, or if the provisions of any negotiated settlement agreement prohibit the use or sale of the Product, GilCat Solutions shall at its sole option and its own expense, either: (a) procure for Buyer the right to continue using the Product; (b) replace it with a substantially equivalent non‐infringing Product; (c) modify it so it becomes non infringing but substantially equivalent; or (d) if none of the above is reasonably available, terminate the Buyer’s right to use the Product and return to the Buyer a pro rata portion of the price originally paid by Buyer to GilCat Solutions represented by the remaining useful life of the Product as a percentage of the total useful life.  The foregoing obligation does not apply to the following: (a) any claim of infringement resulting from changes or modifications made to or from the Product by the Buyer; (b) any settlement of a claim, suit, or proceeding made without GilCat Solutions’ written consent; and (c) any claim of infringement for products on a U.S. Government application. The foregoing states the entire liability of GilCat Solutions with respect to infringement or violation of third party intellectual property rights about products furnished under this Agreement.  In the event any Product to be furnished under this Agreement is to be made in accordance with drawings, samples, or manufacturing specifications designated by Buyer or is not the design of GilCat Solutions, Buyer agrees to defend, indemnify, and hold GilCat Solutions harmless.

20.                COPYRIGHT

Seller’s electronic firmware assemblies contain computer programs that may be protected by copyright. Regardless of the copyright status, no computer programs may be reproduced, in whole or in part, in any form, without prior written authorization from Seller.  Seller warranties shall not apply to any unauthorized copies and any unauthorized copying shall free Seller from all liabilities from use of the unauthorized copies.

21.                SOFTWARE LICENSE

All computer software provided to Buyer under this Agreement, if applicable, is licensed to Buyer. GilCat Solutions grants to Buyer a nonexclusive, non‐transferable license to use the software provided hereunder: (I) during the normal operation in or with GilCat Solutions’ Products which are installed, or are intended to be installed, on aircraft or vehicles; (ii) in the analysis or the formatting of reports using data from such GilCat Solutions’ Products; or, (iii) on Products that are used to test, maintain, download, or process information compiled by GilCat Solutions’ products.  Making copies of software is prohibited. The software may not be sub‐licensed, transferred or loaned to any other party, except that Buyer may transfer the software in conjunction with the resale of any of Buyer’s equipment in which the software is installed or with which it is used. Buyer may not, either itself or with the assistance of others, make modifications to the software or perform any operation on software to recover any portion of the program listing, object code or source code or any information contained therein. This software license is effective as of the date of first delivery hereunder and shall continue until terminated by Buyer upon thirty (30) days prior written notice to GilCat Solutions, provided Buyer ceases using and either returns or destroys GilCat Solutions’ software; or, by GilCat Solutions if Buyer does not comply with any of the terms and conditions of this software license and Buyer fails to remedy such failure within thirty (30) days after having received notice from GilCat Solutions of such failure.

22.                EXTENSION OF WARRANTY, INTELLECTUAL PROPERTY INDEMNITY AND SOFTWARE LICENSE

GilCat Solutions agrees that with respect to Parts ordered, the provisions of Warranty, Intellectual Property Indemnity and Software License, if applicable, shall extend to any affiliate and customer of Buyer and to any user of the Parts. Any affiliate, customer or user making a claim under this provision is subject to the same rights, remedies, obligations and limitations applying to Buyer.

23.                TERMINATION FOR DEFAULT

Upon thirty (30) days written notice to the other party, either party may terminate this Agreement for default, in whole or in part, if the other party fails to comply with any material provisions of this Agreement and if said noncompliance is not cured within said thirty (30) day notice period. In the event of default by GilCat Solutions, Buyer shall nonetheless compensate GilCat Solutions for work actually completed and for work in progress. If Buyer defaults, GilCat Solutions may, in its sole discretion and at any time: (a) withhold deliveries and suspend performance; (b) continue performance if GilCat Solutions deems it reasonable to do so; or (c) place the Products into storage. GilCat Solutions shall submit invoices to Buyer for all costs that GilCat Solutions incurs because of Buyer’s default. Buyer shall promptly pay to GilCat Solutions the amount set forth in any such invoice. GilCat Solutions shall be entitled to an extension of time for performance of its obligations equaling the period for Buyer’s default, if GilCat Solutions elects to suspend performance.

24.                DISPUTE RESOLUTION

All disputes, controversies or claims arising under or relating to any purchase order or breach, termination, or invalidation under this Agreement shall upon written notice, be referred to the respective representatives for each party. The parties, through their representatives and/or senior management shall confer in good faith to attempt to resolve the matter. If the parties are unable to resolve the matter within a reasonable amount of time, either party may refer the matter to administered mediation. If the parties are unable to fully resolve the dispute or claim through mediation, then either party may file a lawsuit in a court of competent jurisdiction, in accordance with Article 16 herein.

25.                NOTICES

Buyer shall provide GilCat Solutions with a contact person and address for all notifications that GilCat Solutions may send to Buyer under this Agreement. Buyer shall send its notices to GilCat Solutions to the following address:

Support Department

GilCat Solutions

6215 Spring Cypress Rd

Spring, TX 77379

Support@gilcats.com

26.                GOVERNING LANGUAGE

This Agreement, and all oral communications, writings, documents and technical information shall be in and governed by the English language.

27.                NON‐WAIVER

GilCat Solutions’ failure to either enforce or exercise any right, privilege, or legal remedy at any time, any provision contained in this Agreement or in a Confirmation or Acknowledgement, shall not be deemed a waiver of such provisions or right, remedy, or privilege.

28.                SURVIVABILITY

If this Agreement expires, is completed, or is terminated, Buyer shall not be relieved of those obligations contained in the following provisions:

Article 6 – Warranty

Article 7 – Use of Purchased Parts

Article 8 – Limitation of Liability

Article 11 – Sales and Use Tax

Article 12 – Export Laws and Licensing

Article 16 – Modifications and Applicable Laws

Article 18 – Intellectual Property Rights

Article 21 – Software License

29.                SECTION HEADINGS

Section headings are for the convenience of the parties only and shall not be used to construe or interpret the terms and conditions contained herein.

30.                SEVERABILITY

If any provision of this Agreement or in GilCat Solutions Confirmation or Acknowledgement may be invalid, unlawful or incapable of being enforced by a rule of law or public policy, all other provisions shall, nonetheless, remain in full force and effect.

31.                COMPLIANCE WITH FAIR LABOR STANDARDS ACT

GilCat Solutions hereby certifies that all goods sold hereunder which are produced or manufactured in the United States of America are produced in compliance with the Fair Labor Standards Act of 1938, as amended (29 U.S. Code 201‐219). All requirements as to the certificate contemplated in the October 26, 1949 amendment to the Fair Labor Standards Act of 1938 shall be as satisfied by this certification.

32.                PUBLICITY

The parties are not permitted to issue news release, public announcement, advertisement, or any other form of publication concerning this Agreement. News releases, public announcements, advertisements, or any other form of publication concerning this Agreement is only permitted with the advance written approval of the other party which shall not be unreasonably withheld.

33.                ENTIRE AGREEMENT

This Agreement, together with any purchase orders issued pursuant to this Agreement, including attachments and documents incorporated herein by reference, constitutes the entire agreement between GilCat Solutions and Buyer, and supersedes all prior representations, agreements, understandings, and communications between GilCat Solutions and Buyer.