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Terms & Conditions

General Conditions of Purchase

1. Formation and content of the Contract

1.1. The following terms shall have the meaning defined herein:
– Seller: the person so described in the order
– Party: MATRIX RAILWAY CORPORATION or the Seller, together the Parties
– Contract: the contract for the sale and purchase of the goods and/or the supply and acquisition of the services
– Work: good(s) and/or service(s) to be delivered by Seller to MATRIX RAILWAY CORPORATION under the
Contract as detailed under Article 2.
– Delivery Date: date the Work is due to be actually delivered in accordance with Article
19 below.

1.2. The Contract shall consist of and the order of precedence shall be:
– the order including the Special Conditions of Purchase these General Conditions of Purchase
– the technical specifications referred to on the order
– other documents incorporated by reference into this Contract.

1.3. Commencement of design, manufacture, shipment, delivery, invoicing or supply of the goods or services implies acceptance of the order by the Seller under these General Conditions of Purchase.

1.4. No terms or conditions or exceptions or clarifications stated by Seller verbally, or in its
proposal, or in accepting or acknowledging the Contract or the order shall be binding unless expressly incorporated herein in writing by MATRIX RAILWAY CORPORATION.

2. Scope of supply
In strict accordance with the Contract, Seller shall furnish all labor, materials, equipment, tools, supplies, services, permits, certifications, documentation and all other things, free of liens or other adverse lien against title, and necessary to perform its scope of work for the Contract (“Work”).

3. Flowdown
Where the Contract is for the furnishing or performance of a portion of the work under a prime contract between MATRIX RAILWAY CORPORATION and a customer and such prime contract is identified in the order, the prime contract is specifically incorporated herein as part of the Contract, and the Work shall be performed in accordance therewith, to the extent applicable to the Contract. In such case, the term “MATRIX RAILWAY” shall be deemed to represent MATRIX and its customer, and the Seller acknowledges to have full knowledge of the terms and conditions of the prime contract.

4. Representations
4.1. Seller warrants and represents that it has examined the documents forming the Contract and the requirements of the various governmental agencies having jurisdiction, and is fully familiar with same and from its own investigations has satisfied itself as to the nature and location of the Work, the general and local conditions, and all matters which may in any way affect the Work or its performance.
4.2. Seller acknowledges that no representations as to the Work have been made by MATRIX or by any one on its behalf, except as are expressly set forth in the Contract.

5. Contract price
5.1. MATRIX RAILWAY shall pay Seller the price(s) indicated in the order for the satisfactory performance and completion of the Contract.
5.2. Unless otherwise stated in the Contract, the Contract price(s) shall not include any price
Increase or escalation for the duration of the Contract and shall include, without exception, all expenses related to the performance of the Work.
5.3. Unless otherwise stated in the Contract, the payment of sums due to the Seller shall be
Made in US Dollars. Payment of the invoices issued by the Seller in conformity with the Contract shall be made by MATRIX RAILWAY within sixty (60) days of the acceptance of the Work, per Article 19, to MATRIX RAILWAY or the reception of Seller’s invoice, whichever comes last.

6. Retention
MATRIX negotiated retention will be withheld from the value of the Contract price as retention money. The retention shall be released to the Seller upon completion of all of the Seller’s obligations under the Contract, and provided that MATRIX RAILWAY did not withhold or set off any amount of the Contract price.

7. Seller Personnel
Contracted personnel shall be qualified and capable of meeting industry standards of workmanship and performance to fulfill the requirements hereunder. MATRIX RAILWAY may request the replacement of any of Seller’s personnel at no additional cost to MATRIX RAILWAY.

8. Taxes
Seller shall be responsible for non-negotiated taxes, duties, levies and charges of whatsoever nature or kind in respect of the performance of the Work. Seller shall pay and hold MATRIX RAILWAY harmless from any such taxes (including penalties and interest) of any taxing jurisdiction which Seller is required to pay.

9. Bonds
When bonds are negotiated with the procurement, MATRIX shall have the right to require Seller to furnish, a performance bond and/or a labor and material payment bond in order to guarantee the faithful Contract performance, in a form and amount specified by MATRIX RAILWAY CORPORATION. Such bonds shall be issued by a duly incorporated surety company approved by MATRIX RAILWAY CORPORATION and licensed to issue such bonds in the State of New York and shall be maintained in good standing until fulfillment of the Contract, including any warranty obligation. If the Contract price is modified, the amount of the bond shall be adjusted accordingly.

10. Insurance
Seller shall procure in its name and maintain at its expense from insurance companies satisfactory to MATRIX RAILWAY CORPORATION, Commercial General Liability, including products and completed operations coverage for a minimum of two (2) years following completion of the work or services performed under the Contract and Professional Liability insurance, each with a minimum amount of one million ($1,000,000.00) dollars per event, as well as Worker’s Compensation insurance as per statute, including Employer’s Liability insurance with a minimum limit of one million ($1,000,000.00) dollars per accident. Seller shall not permit any policy furnished hereunder to expire or be cancelled before all obligations under the Contract have been fulfilled and final completion and acceptance by MATRIX RAILWAY’s customer has occurred. Seller shall add and maintain MATRIX RAILWAY CORPORATION as an additional insured on each such policy, except for Worker’s Compensation and Professional Liability. All such policies shall provide for a waiver of subrogation in favor of MATRIX RAILWAY CORPORATION.

11. Escrow Agreement
In the event Seller’s scope of work includes any proprietary software or designs, Seller agrees to execute an escrow agreement with an agreed upon escrow agent , which in the event Seller cannot complete the Work or is unable to fulfill the terms of the Contract, due to the default of Seller, MATRIX RAILWAY CORPORATION and/or its customer shall be able to obtain a license to use the proprietary software or designs to either produce or have produced or to maintain Seller’s goods and/or services.

12. Proprietary and confidential data

12.1. The Seller agrees to keep confidential all documents, patterns, plans, drawings, specifications, information, data and the like communicated to the Seller by MATRIX RAILWAY, and such other information as to the businesses of MATRIX RAILWAY as may be supplied by MATRIX to the Seller that is not generally ascertainable from public or published information or trade sources, which the Seller might become aware of in the course of the performance of the Contract or is created by Seller in the performance of the Work.
12.2. The provisions of this article shall remain effective during the performance of the Contract and until the expiry of five (5) years after completion (including the warranty obligation period), cancellation or termination of the Contract.

13. Intellectual property rights
13.1. Seller agrees MATRIX shall be the owner of all designs, technologies, creative ideas, discoveries, inventions, and improvements, whether or not patentable, conceived, developed and/or reduced to practice as a result or in connection with the performance of the Contract by or on behalf of the Seller, all of which shall be the property of MATRIX RAILWAY as mutually agreed upon. The Seller warrants and represents to MATRIX RAILWAY that the sale or use of the Work does not infringe any Intellectual Property Right of any third party.
13.2. Seller hereby grants to MATRIX RAILWAY and MATRIX RAILWAY’s customers a non-exclusive paid-up license throughout the world to integrate in MATRIX RAILWAY’s or MATRIX RAILWAY’s customers’ products any software or any Seller copyrighted material developed by Seller independently from the Contract.
13.3. Seller agrees to indemnify and to save MATRIX RAILWAY, its officers, agents, employees, and vendees harmless from any and all loss, expense, damage, liability, claim or demand either at law or in equity for actual or alleged infringement of any patent invention, design, trademark, or copyright arising from the purchase, use or sale of materials or articles required by the Contract, except where such infringement or alleged infringement arises by reason of designs for such materials or articles originally furnished to Seller by MATRIX RAILWAY.

14. Publicity
Seller shall not publish photographs or articles, give press releases or make speeches about or otherwise publicize the existence or scope of or any information or details about the Contract, Prime Contract or Project without first obtaining the written consent of MATRIX RAILWAY.

15. MATRIX RAILWAY’s Property
All tools, equipment or material of every description furnished to Seller by MATRIX RAILWAY or paid for by MATRIX RAILWAY, and any replacement thereof, or any materials affixed thereto (“MATRIX RAILWAY’s Property”), shall be and remain the personal property of MATRIX RAILWAY. Seller shall not substitute any property for MATRIX RAILWAY’s Property and shall not use such property for any other purpose than the performance of the Work or as otherwise instructed by MATRIX RAILWAY. Such MATRIX RAILWAY’s Property, while in Seller’s custody or control, shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with Joss payable to MATRIX RAILWAY. Data, drawings, tooling, patterns, materials, specifications, and any other goods or information supplied to Seller under the Contract are the property of the MATRIX RAILWAY and must be returned upon completion, termination or cancellation of the Contract or upon request of the MATRIX RAILWAY.

16. Liability for damages and personal injury

16.1. Seller hereby assumes responsibility and liability for any and all bodily injury (including death) to all persons, whether employees of Seller or otherwise, and damage to all property, to the extent such damage or injury is caused by, results from, arises out of, or occurs in connection with Seller’s execution of the Work.

16.2. Seller shall defend, indemnify and save harmless MATRIX RAILWAY from and against any and all claims, damages, losses, liabilities, injuries, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of or resulting from Seller’s execution of or failure to execute the Work hereunder to the extent any such claim, damage, loss, liability, injury, cost and expense is caused by any act or omission, including negligence, of Seller or anyone directly or indirectly employed by Seller or anyone for whose acts Seller may be liable for.

16.3. Notwithstanding any other provision in the Contract to the contrary, MATRIX shall under
no circumstances, be liable to the Seller for any indirect, incidental, special or consequential damages (including, without limitation, any damages arising from loss of use or lost business, revenue, profits, data or goodwill) arising in connection with the Contract, whether in an action in contract, tort, strict liability or negligence, even if advised of the possibility of such damages.

17. Compliance with Law
Seller shall, at its sole cost and expense, comply with all Federal, State, municipal and local laws, ordinances, rules, regulations, orders, notices and requirements, and be responsible for and shall correct at its sole expense any violation of any law, ordinance, rule, regulation, order, notice or requirement resulting from or in connection with the performance of the Work. If the Seller performs Work at MATRIX’s or the customer’s premises, it shall comply with all environmental, health and safety regulations as MATRIX or the customer may require.

18. Flexible Scheduling and Delivery

18.1 Purpose Flexible scheduling allows trading partners to agree on and set up supply rules and communication methods for their requirements. The intention of the flexible schedule is to create a flow of supply, rather than managing through an intermittent series of discrete purchase orders. Material supply schedules can be used to either “Push” or “Pull” the production and dispatch process. Flexible supply schedules are integrated with the planning and manufacturing stages of the supply chain and are designed to simplify material processing throughout the supply operations, creating flow wherever possible.

18.2 Definitions
Material Delivery Schedule: The Material Delivery Schedule is the schedule for delivery of the Work. The Material Delivery Schedule is segmented into multiple, rolling horizons.
Firm: The Firm period is the horizon during which MATRIX must accept all material of the types and quantities set forth in the Purchase Order Release, provided that the material otherwise complies with contractual requirements.
Anticipated: The Anticipated period is the horizon during which MATRIX provides the Seller with a forecast of quantities and types of materials that it anticipates will be needed in a subsequent Firm horizon.
Forecast: A Forecast is an informational schedule comprised of all or part of MATRIX’s production program.
– Purchase Order Release: A Purchase Order Release establishes the type and quantity of materials required during the current Firm horizon and the type and quantity of materials anticipated to be needed during the current anticipated horizon.
Blanket Purchase Order: A Blanket Purchase Order establishes the total commitment of Seller to MATRIX. In instances where MATRIX issues a subcontract, the Purchase Order shall serve as an MATRIX internal administrative document for receipts and invoicing purposes. In such case, the rights and obligations of the parties shall be set forth in the subcontract.
Month: For the purpose of this Article 18 only, a month may be a calendar month or a 30-day period, as appropriate given the context.

18.3 Purchase Order Releases

18.3.1 Lead Time: Seller shall provide lead-times for every part or component quoted. MATRIX shall attempt to accommodate Seller’s lead-time requirements when developing the Material Delivery Schedule, establishing horizons for the Firm and Anticipated deliveries and issuing Purchase Order Releases.

18.3.2 Updates to Purchase Order Releases: MATRIX shall issue a first Purchase Order Release that incorporates the first Firm and Anticipated periods. Each month, MATRIX shall provide the Seller with a new Purchase Order Release that extends the previous Firm and Anticipated horizons by one month. For example, if the Firm and Anticipated horizons were for
60 days, MATRIX would provide the Seller with the first Purchase Order Release at least 60 days in advance of the Firm delivery deadline (so-called month 0). The Purchase Order Release would define materials that Seller must deliver, and that in turn must be accepted by MATRIX if otherwise conforming to contractual requirements, during the 60-day Firm horizon. It would also define MATRIX’s anticipated requirements for days 61 through 120. On day 30 (so-called month

1), MATRIX would issue a new Purchase Order Release. The second Purchase Order Release would define materials that Seller must deliver, and that in tum must be accepted by MATRIX, during days 31 through 90. Similarly, it would define MATRIX’s anticipated requirements for days 91 through 150.

18.4 Delivery of Goods

18.4.1 Goods shall be delivered by the Seller in accordance with requirements set forth in MATRIX’s Purchase Order Release. Seller shall provide MATRIX with written acknowledgement of acceptance of each Purchase Order Release.

18.4.2 Seller shall maintain accurate control of all Purchase Order Releases and maintain regular contact with the appropriate MATRIX Buyer/Expeditor to verify overall production requirements and their impact on the ability of the Seller to meet delivery requirements. Seller shall immediately notify MATRIX of any changes or conditions, which may affect required delivery dates. If Seller deliveries fall behind schedule, resulting in use of premium cost transportation, the Seller shall pay all the added costs for that premium transportation.

18.4.3 MATRIX shall return unauthorized over-shipments to Seller at the Seller’s expense. MATRIX shall return, at Seller’s expense, quality rejected material with a unit price greater than two hundred dollars ($200) not precluding MATRIX’s right to enforce any other Article of these conditions of purchase.

18.4.4 Delays, adjustments or interruptions to MATRIX’s work program may cause MATRIX to make changes in Anticipated or Forecast horizons. If Seller makes any material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet the requirements set forth in the Purchase Order Release for the Firm horizon, Seller shall do so at its own risk. MATRIX shall have no liability for the Seller’s costs associated with changes to the Anticipated or Forecast horizons, or for MATRIX’s decision not to incorporate materials described in the anticipated horizon into the Firm horizon.

18.4.5 Notwithstanding the foregoing, the total quantity and types of materials set forth in the Blanket Purchase Order or subcontract, as may be adjusted through change orders, shall be delivered by Seller, and accepted by MATRIX if otherwise conforming to contractual requirements, by the date specified in the prime contract for delivery of all railcars to the customer, as such date may be adjusted pursuant to the provisions of the prime contract.

18.4.6 All deliveries shall be subject to MATRIX’s incoming inspection and acceptance.

18.4.7 Materials furnished but not installed by Seller shall be delivered F.C.A to MATRIX specified site in accordance with the terms, unless otherwise provided in the order. The method of shipment shall be designated by or approved by MATRIX. If Seller would like to use a method of shipment different than the MATRIX’s freight routing instructions, Seller shall contact the MATRIX’s Traffic Manager to obtain instructions or approval prior to the first shipment.

18.5 Packing Slip and Invoice MATRIX purchase order number, proper line item number, part number, revision level, and bar code must be provided on all packing slips and invoices. Prior to the first delivery, a sample invoice and packing slip shall be submitted for MATRIX approval. Lack of such detail will lead to payment delays and MATRIX reserves the right to enforce Article
24 Backcharge for cost incurred related to Seller’s lack of compliance.

18.6 Service Contracts Where the scope of supply is comprised solely of services, the parties shall apply the general principles of flexible scheduling to develop a schedule for performance of work under the contract.

18. 7 Other Provisions Applicable This Article 18 is subject to the provisions of Article 24 regarding delays and remedies.

19. Inspection and quality

19.1. MATRIX and its customer shall have the right to visit and inspect any part of the Work either at Seller’s facility or Seller’s supplier’s facilities. Seller shall perform in-process and final inspection and testing to ensure that the Work conforms to the specifications and quality standards required. MATRIX reserves the right to witness any testing and Seller agrees to keep and make available to MATRIX upon request, adequate quality records which clearly demonstrate the Seller’s inspection of the Work prior to source inspection. Performance of source inspection at Seller’s facility does not waive the rights of MATRIX under this article or any other article herein. The Work will be deemed accepted by MATRIX thirty (30) days after date of delivery, unless MATRIX issues a rejection notice of the Work anytime between the date of delivery and the end of the warranty period. In such case, Seller shall grant to MATRIX a credit for the full value of any Work rejected in accordance with Article 24 Backcharge. The Seller agrees to compensate MATRIX for all costs incurred, including a minimum five hundred dollar ($500) administrative fee, for extended source inspection related to Seller’s quality issues. Extended source inspection includes, but is not limited to, any extended source inspection greater than or equal to four (4) consecutive calendar days during any single source inspection visit or permanent relocation of MATRIX personnel to the Seller’s facility.

19.2. The Seller shall maintain a quality control system compliant with the requirements of IS09000:2015 or similar and will provide MATRIX with factual evidence of its effectiveness upon request.

19.3. Additional inspection may be required due to supplier technical modifications and or modification to the location of the production site, production process, tools, materials and/or subcontracts. The supplier shall submit proposed changes or modification to MATRIX for approval a minimum of 45 days prior to implementation. Failure to timely submit such changes or modifications may delay acceptance of the Work and shall be deemed to be a late delivery, subject to Article 20.

20. Liquidated damages
20.1. When liquidated damages are flowed down, and the Seller does not achieve negotiated delivery schedule. installation of the goods and/or completion of the services within the dates specified in the Contract, save for reasons exclusively attributable to MATRIX or force majeure events as defined under Article 23.1 below, MATRIX may apply liquidated damages for compensation for delay, without any prior notice. Seller agrees that the liquidated damages are not penalties, but are a reasonable attempt to establish an agreed measure of damages for delay that would be difficult or impossible to ascertain.

21. Warranty
21.1. Seller warrants that the goods shall be new, and of the specified quality, free from faults, defects, and latent defects in the material, workmanship and design, and in conformity with the Contract requirements.

21.2. The Seller shall, at MATRIX’s sole discretion, replace or repair any good or component part thereof found not to be in conformity with the preceding paragraph, provided that MATRIX notifies the Seller of such non-conformity within thirty-six (36) months after delivery. Should Seller not respond within twenty four (24) hours of notice, unless otherwise indicated in MATRIX’s notification, MATRIX shall repair, scrap or replace the good(s) and debit Seller’s account in accordance with Article 24, Backcharge.

21.3. In addition and at any time, the if goods used under normal operating conditions suffer
from an excessive level of similar defects as decided by MATRIX, Seller shall promptly and at its expense (a) diagnose the source of the failures, (b) correct all defects or non-conformities which are the source of such failures, (c) provide MATRIX with a summary of such diagnostic and correction activities, and (d) in accordance with MATRIX’s correction plan, repair or replace all affected goods with fully conforming goods.

21.4. For Work that has been replaced or repaired in accordance with Sub-Clause 22.2 or 22.3, either by MATRIX or by Seller, the period stated under Sub-Clause 21.2 shall restart when MATRIX receives the replaced or repaired Work.

21.5. Seller shall defend, indemnify and hold MATRIX harmless from the consequences of any breach of the warranty provided by this Article, which shall not be to the exclusion of any other remedy provided to MATRIX by the Contract or at law.

22. Change orders, additions and deletions
22.1. MATRIX may, at any time during the performance of the Work, require any change to the
Work, without obligation to give notice to any surety. Seller shall execute the change to the Work as directed in writing by MATRIX. With the exception of schedule changes in accordance with Article 18, Seller shall be entitled to an equitable adjustment in the Contract price and/or schedule for the costs and/or time caused by the directed change, provided a request for an equitable adjustment by Seller was made within fifteen (15) days after the issuance of the directed change by MATRIX.

22.2. The value of any change to the Work that will result in an addition to or deletion from the
Contract price shall be determined and applied in accordance with the Contract, where applicable.

23. Delays and remedies
23.1. If the performance of an obligation hereof is prevented, restricted or delayed by a case of
force majeure, such as any act of God, or the public enemy, any delay in acting, or failure to act of any governmental agency, or authority, or fire, flood, epidemic, quarantine, freight embargo, war, insurrection or riot, such performance shall be amended accordingly, providing the Party affected by an event of force majeure shall promptly inform the other Party in writing and shall take all reasonable steps to mitigate the consequences of such situation, in particular to avoid or limit any delay in the delivery of the goods and the performance of the services.

23.2. Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of the Contract, Seller shall immediately give notice to MATRIX.

24. Backcharge
Without waiving any of its rights under Articles 27 & 28 hereof, MATRIX shall be entitled to
recover from the Seller any and all costs incurred by MATRIX, which shall include a minimum administrative fee not less than five hundred dollars ($500) per occurrence to (i) perform corrective action on the Work, and/or (ii) provide such services as are necessary to complete the Work in the event the Seller is unable or unwilling to complete or fails to complete the Work in an acceptable and timely manner. In such case, the provisions of Article 27.2 (ii) shall apply.

25. Withholding and set-off of payment
25.1. MATRIX shall have the right at any time to set-off, and/or withhold against Seller from any payment then due or thereafter to become due an amount which it reasonably deems
sufficient to compensate MATRIX for and indemnify it against any and all losses, liability, damages, costs and expenses, including legal fees and disbursements, which may be sustained or incurred by it based on Seller’s failure to meet the Contract requirements.
25.2. If the amount retained together with the balance due under the Contract is insufficient to discharge Seller’s obligation above, Seller shall be liable for the difference and pay the same to MATRIX upon demand.

26. Suspension of Work
MATRIX may at any time and for whatever cause order the temporary suspension of the Work to be performed hereunder or deliveries for up to ninety (90) days. During a temporary suspension, only finished Work that conforms to the types and quantities specified in the Firm Schedule as set forth in Article 19 hereto, and that otherwise is compliant with the Contract, shall be delivered to and accepted by MATRIX. The Work shall be resumed by the Seller within ten (10) days after Seller’s receipt of MATRIX’s written notice to recommence the Work.

27. Termination for default
27.1. MATRIX may terminate the Contract in whole or in part at any time if (i) Seller is in default of its obligation under the Contract, and does not cure the default or submit a plan reasonably acceptable to MATRIX to cure such default within ten (10) days from the receipt of

the notice given to it by MATRIX or (ii) Seller becomes insolvent or is adjudicated as bankrupt or goes into liquidation or dissolution, either voluntarily or involuntarily or under a court order, or makes a general assignment for the benefit of creditors, or otherwise acknowledges insolvency.

27.2. In the event of termination under Article 27.1, MATRIX may (i) terminate the Contract for all or any portion of the Work, or (ii) perform the Work or subcontract the Work to a third party or third parties and deduct the cost thereof from any moneys due or to become due to Seller hereunder.

27.3. In the event MATRIX wrongfully terminates the Seller for default, such termination shall be deemed a termination for convenience and Seller shall be compensated in accordance with
Article 28 herein.

28. Termination for Convenience
28.1. MATRIX may terminate the Contract in whole or in part at any time for its convenience by giving written notice thereof to Seller. Upon receipt of such notice of termination, Seller shall immediately stop all Work on the affected portions of the Contract and order any affected suppliers to stop work, it being specifically understood that the Seller has an express duty to mitigate its costs associated with such termination. MATRIX shall not be responsible for any work or costs after the notice of termination.

28.2. In the event of termination for convenience, provided Seller is in compliance with its obligations under the Contract and provided that the total sum payable upon termination shall not exceed the Contract price reduced by payments previously made, MATRIX shall:
(a) Reimburse Seller for all actual expenditures and costs incurred in the performance of the
Contract and approved by MATRIX;
(b) Reimburse Seller for reasonable termination costs, approved by MATRIX. Termination costs shall not include profit on work not performed.
The Seller shall hold partially completed work or raw material included in the Seller’s costs for disposition in accordance with MATRIX’s instructions.

29. Disputes Claims and Controversies
29.1. In the event that the dispute is not resolved amicably by the Parties, it shall then be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The proceedings shall be take place in New York, New York. The language of such arbitration shall be English. The award shall be final and binding upon the
Parties hereto, and judgment on the award rendered by the arbitrator or arbitrators may be entered in any Court having jurisdiction thereof. Each Party shall bear its own costs in connection with the preparation and presentation of such arbitration. Costs of the proceedings shall be assessed against the non-prevailing Party as determined by the arbiter.

29.2. Seller shall proceed diligently with the performance of the Work during the pendency of any dispute and in accordance with any determinations by MATRIX.

30. Governing law
The Contract shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to choice of law or conflicts of law.

31. Assignment
Neither the Contract nor any rights or obligations hereunder shall be assignable or otherwise transferable by the Seller in whole or in part without receiving prior written consent of MATRIX.

32. Amendment
Any amendment to the Contract shall only be valid and binding upon the Parties if concluded in
writing and signed by an authorized representative of each of the Parties and formally expressed as constituting an amendment hereto.

33. Waiver
No failure of delay on the part of any Party to exercise, and no delay in exercising, any of its rights hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any Party of any right preclude any future exercise thereof or the exercise of any other right.

34. Notices
All notices under this agreement will be in writing and will be deemed given when:
(a) Delivered personally;
(b) Sent by confirmed facsimile;
(c) sent by electronic mail that can be confirmed as having been received;
(d) five (5) days after having been sent by registered or certified mail, return receipt requested;
(e) one (1) day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt. All communications to us should be sent to the address indicated on the order. All communications to Seller will be sent to the address specified on order, or to such other address as may be designated by either Party by written notice to the other Party.