1. Acceptance and Complete Agreement This order is Merlin Solar’s offer to Supplier and is expressly conditioned upon Supplier’s acceptance of these terms and conditions as well as the specifications of the goods, without any amendment. Acceptance of this offer by Supplier should be made by (a) executing and returning the acknowledgment copy, or (b) delivering any of the goods ordered herein. Any additional or different terms proposed by Supplier are only deemed accepted by Merlin Solar if expressly assented to. 2. Cancellation Time is of the essence in this order. Merlin Solar reserves the right to cancel this order, or any portion of this order, without liability if:
      1. delivery is not made when and as specified unless expressly communicated by supplier upon order acceptance or acknowledgment;
      2. Supplier fails to meet contract commitments as to exact time, price, quality or quantity; or
      3. Supplier ceases to conduct its operations in the normal course of business.
3. Invoice and Payment Prices for the goods will be set out in the applicable purchase order. Price changes shall not be effective unless agreed to in advance in writing by Merlin Solar. All invoices shall reference the applicable purchase order. Merlin Solar will pay the undisputed portion of properly rendered invoices within thirty (30) days from the invoice date. Merlin Solar shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding shall be not be deemed a breach of its obligations nor shall any interest be charged on such amount. Notwithstanding the foregoing, Merlin Solar agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time period specified. 4. Taxes Unless otherwise stated in the purchase order, all prices or other payments quoted are exclusive of any taxes. Supplier shall separately itemize all applicable taxes on each invoice. Supplier will remit all applicable taxes as required by relevant laws. 5. Warranties Seller warrants that:
          • Quality. All goods delivered under the purchase order will conform to the requirements of this order (including all applicable descriptions, specifications, and drawings), will be free from defects in material and workmanship, and will, to the extent not manufactured pursuant to detailed designs furnished by Buyer, be free from defect in design and fit for the intended purposes.
          • Compliance with Laws. In the provision of goods under the purchase order, Supplier will comply with all applicable Federal, State, and local laws and ordinances, and all lawful orders, rules and regulations thereunder.
          • No Child Labor. In the provision of goods under the purchase order or otherwise in its general operations, Supplier and any of its affiliates or subcontractors shall not use or permit the use of any child labor under any circumstances in any relevant country.
          • Conflict Minerals. The Supplier is in full compliance with all applicable conflict minerals laws and none of the goods furnished under the purchased order shall contain any conflict mineral (including but not limited to tin, tantalum, gold and tungsten) originating in the Democratic Republic of the Congo or an adjoining country. The Supplier further agrees, at any time upon Merlin Solar’s reasonable request to promptly certify in writing as to the Supplier’s compliance with this obligation.
6. General Indemnity Supplier, at its expense, shall indemnify Merlin Solar and hold Merlin Solar harmless from any and all liability, demands, causes of action or claims, arising out of:
          • death, bodily injury, or loss or damage to real or personal property resulting from the use of or any defect in the goods, or from breach of the warranties hereunder;
          • any claim that the goods infringe or violate the intellectual property rights of a person;
          • any intentional, wrongful or negligent act or omission of Supplier or any of its affiliates or subcontractors;
          • Supplier’s breach of any of its obligations; or
          • any liens or encumbrances relating to any goods.
7. Inspection and Rejection All goods are subject to final inspection and acceptance by Merlin Solar at destination within a reasonable time after receipt of goods. Merlin Solar shall have the right to reject any goods that are delivered in excess of the quantity ordered, are damaged or defective, or are non-conforming. Merlin Solar shall notify Supplier if any goods delivered are rejected, and at Merlin Solar’s sole discretion and Supplier’s risk and expense, return such goods for full credit or refund of all amounts paid by Merlin Solar to the Supplier for the rejected goods, or in exchange for replacement goods to be received within the time period specified by Merlin Solar. No replacement shall be made by Supplier unless agreed to in writing by Merlin Solar. 8. Changes and Discrepancies Any discrepancies, omissions or lack of clarity in specifications or purchase orders, must be referred to Merlin Solar for written confirmation before the order is processed. Merlin Solar shall have the right at any time before completion of the order, to make changes in quantities, specifications, delivery schedules, and methods of shipment. If such changes cause an increase or decrease in price or in the time required for performance, Supplier shall promptly notify Merlin Solar thereof in writing and equitable adjustments shall be made. Changes shall not be binding upon Merlin Solar unless evidenced by a “change notice” issued and signed by Merlin Solar. 9. Confidentiality Supplier shall keep confidential any and all information relating to Merlin Solar obtained by it or provided to it by Merlin Solar in connection with the order, and shall use such information only for the purposes of carrying out its obligations. 10. Assignment No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Merlin Solar until its written consent has been obtained. 11. Applicable Law These terms and conditions shall be governed by and construed under the laws of the State of Delaware, USA, applicable to contracts performed entirely in that state. 12. Dispute Resolution Any dispute arising out of or in relation to the order and these terms and conditions shall be referred to and finally resolved by arbitration before the courts of the State of California, USA. The language of the arbitration shall be English.