Preamble

Six Alliance Co. Ltd. (hereafter called “Seller”) is the in the business of selling Goods and/or Services as specified in the Quotation or in the Acknowledge and the Party to which Quotation or Sales Acknowledgement is issued (hereafter called “Customer”) is interested in purchasing the Goods and/or Services offered by the Seller. Customer’s submission of an Order (or other similar document) shall be deemed to be an express acceptance of Seller's Quotation to sell, which Customer acknowledges is the first offer made by either Party, and shall be filled only in accordance with these Standard Terms and Conditions notwithstanding language in Customer’s Order (or other similar document) with inconsistent, including additional, conflicting, contrary, or different terms to these Terms and Conditions. Customer’s acceptance of this offer is expressly limited to and conditioned on Customer’s assent to the terms contained herein and inconsistent terms in Customer’s Order (or other similar document) are rejected and shall not form part of the Agreement.

Customer's standard terms to purchase will not be considered a counteroffer to Seller's Quotation. The failure of Seller to object to any inconsistent provision whether contained on Customer's Order (or other similar document) shall not be construed as a waiver of the provisions hereof nor as an acceptance thereof. If Customer’s Order (or other similar document) is incorporated in this Agreement, the same shall be only to the extent of specifying the nature and description of the Goods or Services and then only to the extent consistent with the Quotation.

In the Standard Terms and Conditions, words or Definitions denoting the singular number only shall include plural and vice versa. Seller and Customer may be referred collectively in this Standard Terms and Conditions as the “Parties and individually as a “Party”

Definitions

1. Agreement – Collective of Quotation, Purchase Order, Sales Acknowledgment, this Standard Terms and Conditions, and any such change order, and any such additional terms as agreed to in writing by an authorized representative of Seller.
2. Documentation – Collectively or individually referred to data, information, drawing, certifications, warranty document, manuals, specification sheet, data books, reports, photographs, shipping documents, manufacturer documents, traceability documents etc. related to Good & Services
3. Goods – supply of raw materials, spares, equipment, products or any other goods that is offered or purchased from Seller.
4. Purchase Order or Order : the document that is issued by the Customer to Seller confirming to purchase Goods and/or Services from the Seller.
5. Quotation : means the proposal issued by the Seller setting out the Services and/or Goods with related details and applicable price offered to the Customer.
6. Sales Acknowledgement – confirmation document issued by the Seller on acceptance of the Customer’s Purchase Order.
7. Services – manpower supply, rope access services diving, ROV, inspections, Non-Destructive Testing (conventional & advanced), Engine services, Equipment rent-outs, repairs, trouble shooting, health checks or another services that is offered or purchased from Seller.

Quotations & Prices

Quoted rates shall be valid for a period of fourteen (14) calendar days from the date of Quotation, unless otherwise specified. Any Quotation may be issued by the Seller based on availability of resources at that time such as, but not limited to, manpower, equipment, tools, machinery required to supply requested Service or Goods. Seller does not guarantee supply of quoted Services or Goods merely because Quotation(s) has been issued to the Customer. Any quoted supply of Goods or Services shall be subject to prior sales and to be reconfirmed with the Seller prior placing the Purchase Order. Quoted prices are indicative and could vary without notice, however Seller shall do its best efforts to maintain the quoted prices during the validity period. If by reason of any act of government or reasons beyond the control of the Seller, the cost to Seller of performing its obligations hereunder is increased, such increase shall be added to the quoted price. Supply of all Goods shall be EXW-Seller premises (Incoterms 2010) unless otherwise mentioned in the Quotation or mutually agreed in writing.

It shall be responsibility of the Customer to specify the required Documentation that needs to provide along with the Supply of Goods or Services prior receiving the Quotation from the Seller or when placing the Purchase Order and agreed by the Seller. Seller may, at its sole discretion, assume certain Documentation to be supplied along with the supply of Goods or Services which may or may not be specified in the Quotation. Seller shall not be liable to supply any Documentation that was not specifically requested by the Customer in their request for Quotation or not specified by the Seller in their Quotation or agreed by the Seller at receipt of the Purchase Order.

Should the Seller agree to provide any Documentation that was not specified in the Quotation or agreed during the receipt of Purchase Order, then additional charges may apply & will be notified to the Customer by Seller which needs to agreed and included in the Purchase Order to supply such additional Documentation. Seller bears no responsibility for any consular fees, fees for legalizing invoices, certificates of origin, stamping bills of lading, or other charges required by the laws of any country of destination, or any fines, penalties or interest imposed due to incorrect declarations. Any Quotation issued is based on Documentation or information received from the Customer and any other necessary assumptions or considerations made at the time of issuing Quotation.

Seller shall have the right to revise the Quotation at any time should there be any changes to such Documentation, information, assumptions or considerations. Seller may also increase the Prices in respect of imported Goods if the exchange rate used in the Quotation increases by more than 2.5% between the date of the Quotation and the date of the applicable invoice or if the raw material price increases more than 2.5% from date of Quotation and date of release for manufacturing.

Purchase Order

A Purchase Order must be issued by the Customer in writing to Seller, to commence any supply of Goods or Services, which will be considered as Customer’s acknowledgement and acceptance of Seller’s Quotation in full including this Standard Terms & Conditions whether or not the contents of the Purchase Order iterate the contents of Seller’s Quotation. Seller shall be provided a minimum period of three (3) working days to fully review the Purchase Order which shall exclude the delivery period (also referred as “lead-time”) requested by the Customer. Seller shall deem to accept Customer’s Purchase Order when a Sales Acknowledgement has been issued back to the Customer stating the conditions based on which Seller has accepted the Purchase Order or have agreed to the Purchase Order in writing; either of which will be solely based on this Standard Terms and Conditions.

In any event where Seller identifies that Customer has requested to perform or Seller has performed or either Party identifies that additional scope to be performed compared to the original scope agreed under the Purchase Order & its Sales Acknowledgement, then the Seller shall issue an additional Quotation to Customer defining the additional scope of work with related conditions and Prices. Customer shall, without delay, issue a revised Purchase Order in accordance with the additional Quotation issued by the Seller. Delivery period shall be considered from the day the Seller received the Purchase Order from the Customer.

Goods Delivery

Unless otherwise agreed in writing, all Goods shall be delivered EXW-Seller premises (Incoterms 2010) without packaging. Customer shall be responsible for arranging all required transportation and shipping, at their cost, from Seller’s premises or other collection location that may be specified to location as designated by the Customer. All delivery period mentioned in the Quotation are estimated based on the information and knowledge at the time of Customer’s Quotation request & delivery periods are subject to change without notice. Seller shall do its best efforts to maintain the delivery period or reduce the period of delay, however the Customer explicitly agrees that Goods shall not be: (i) rejected due to the delay (despite the length of delay) in delivery, (ii) cancel the Purchase Order whether in part or full, or (iii) hold Seller liable for any losses or damages (monetary or otherwise) resulting from such delays. Ex-stock items are subject to prior sales and once the Purchase Order has been accepted, Seller shall need three (3) working days to prepare the Goods for delivery. Partial delivery maybe made by the Seller.

The Seller’s delivery records will be prima facie proof of delivery of Goods to the Customer. All Goods prepared for collection & notified to the Customer to be collected within seven (7) calendar days beyond which the Seller shall store such Goods at Customer risk & may apply storage charges till the date of collection. Seller may also return such Goods to the stock for sale to other Customers should the Goods have not been collected within thirty (30) days from notice. In case of return on the Goods to stock, Seller shall not be liable to supply such Goods on Customer requested date nor to supply the Goods on previously agreed Prices.

Responsibility & shipping costs for return of the Goods from the location specified by the Customer to Seller’s premises shall be on Customer. Any hold points, witness points or the need for inspection by Customer's representatives must be identified by Customer at the time of the Quotation and/or acceptance of Purchase Order in order that the effect on the prices or shipping schedules (if any) can be taken into account.

Services

The Seller shall provide the Services to Customer in accordance with this Terms and Conditions and with due care and skill. Unless otherwise specified, a notice period of one (1) working week is required for Seller to make necessary arrangements and mobilize the required personnel, tools, equipment or any other provisions that is agreed under the Agreement or may be required for performing the Services. Working hours per day shall be limited to twelve (12) hours per shift per day. For any reason, if the Seller personnel have to work beyond the twelve (12) hours, then additional overtime charges shall apply and to be paid by the Customer irrelevant to the fact whether or not such overtime charges are mentioned in the Seller’s Quotation or agreed between the Parties under the Agreement. All Quotations are issued under the assumption that the Services to be performed one day shift per day basis. Day rates shall not apply pro-rata depending on actual working hours. Should the Customer require the Services to be performed in two shifts per day, same to be notified to the Seller and to be mutually agreed, subject to revised rates or other arrangements that may apply. Customer should provide the Seller with all required information and Documents well in advance, preferably along with Purchase Order, for familiarizing with the contents therein that will be required by the Seller to perform the Services.

All Service time is computed from the day Service equipment or personnel is mobilized from their base hub and return back to the base hub. Transport time, Travel time, waiting period, standby due to reasons not under control of Seller shall be charged at the individual Service Day rate, unless quoted otherwise. Seller shall have the right to charge the Customer for stand-by charges for personnel and/or equipment, if the Customer postpones the mobilization date less than one (1) week from the initially agreed Service mobilization date. All visas, travel, accommodation, food, air tickets, transportations, permits, quarantine, PCR tests for Covid-19 or any other medical tests for any contagious diseases etc to be arranged and paid by Customer. Should Seller to arrange any of these, all costs shall be reimbursed from Customer at cost plus an administration fee of 15%. Adequate notice period to be provided by the Customer, if aforesaid to be arranged by Seller.

Any delay or failure by Seller to arrange such shall not be deemed as Seller’s fault and will not constitute for a reason for suspension or cancellation of Purchase Order to Seller. Time sheets to be signed by authorized Customer representative on a daily basis. Any manpower supplied by Seller to assist Customer or its assigned third-party must be guided and supervised on the Services performed at all times. Seller shall not be liable for any loss or damages due to such assistance.

Subcontracting

In providing the Goods and/or Services hereunder, Seller reserves the right to subcontract the same to third parties.

Confidental Informations

Customer recognizes and acknowledges that it shall maintain all data, information, disclosures, documents, drawings, specifications, patterns, calculations, technical information and other documents (collectively, "Confidential Information") obtained from the Seller in strict confidence. However, nothing hereinabove contained shall deprive Customer the right to use or disclose any information: (a) which is, at the time of disclosure, known to the trade or public; (b) which becomes at a later date known to the trade or the public through no fault of Customer and then only after said later date; (c) which is disclosed to the Customer in good faith by a third party who has an independent right to such information; (d) which is developed by the Customer as evidenced by documentation, independently of the Confidential Information; or, (f) which is required to be disclosed by the Customer pursuant to an order of a court of competent jurisdiction or other governmental agency having the power to order such disclosure, provided that the Customer uses its best efforts to provide timely notice to Seller of such order to permit Seller an opportunity to contest such order. In the event that Seller owns copyrights to, patents to or has filed patent applications on, any technology related to the Equipment, Parts, Services or Rental furnished by Seller hereunder, and if Seller makes any improvements on such technology, then Seller shall own all such improvements, including drawings, specifications, patterns, calculations, technical information and other documents.

Customer agrees that all drawings, prints and other technical material which Seller provides to Customer, whether prepared by Seller or by third parties under contract to Seller, contain data which embody trade secrets and confidential know-how of commercial value to Seller or third parties under contract to Seller. Customer agrees (a) to keep such information confidential; (b) that it will not disclose such information to any other person, corporate division or entity; (c) will not use such information except in connection with the products supplied hereunder; and (d) will not sell, lease, loan or permit any other person, corporate division or entity to use such information for any purpose, without Seller’s prior written consent. Nothing herein shall restrict the use of information available to the general public.

Payment

Terms of payment related to all compensation payable to Seller as part of the Goods or Services agreed to supply or so supplied shall be thirty (30) calendar days from the date mentioned in the invoice, unless otherwise specified in the Quotation or agreed and accepted by Seller in writing. Seller shall have the right to issue progress pay invoices for Quotation values above USD 30,000 (or in equivalent currency) or for Services that could have longer period or multiple stages of completion. For any manpower supply, periodic invoices (monthly or weekly) shall be issued to Customer for receipt of payment. When partial shipments are made, the Goods will be invoiced as shipped and each invoice will be treated as a separate account and be payable accordingly. Obligations of the Seller to perform or continue the supply of Goods or Services shall be contingent on the proper & timely payment by the Customer against invoices raised by Seller. Should the Customer defaults on the payments then Seller shall have the right, without incurring any liabilities at any point of time, to suspend its obligations under the Agreement till such overdue payments have been fully paid by the Customer to Seller or to cancel such Agreement.

Seller shall have the option to extend the delivery date by a time at least equal to the period of such suspension. All payments shall be made without any set off, counterclaim, deduction or withholding and should match with Seller’s invoice value. For avoidance of doubt, any payment to be deemed made when such payment has been received by the Seller in cleared funds. Credit terms may be changed or withdrawn by the Seller at its sole discretion without notice. In case of any disputes on the invoice submitted by the Seller, Customer shall pay the Seller undisputed part of the invoices as per the payment terms agreed. For the disputed part of any invoices, Seller shall submit revised invoice to Customers as early as possible based on any reasonable & fair amendments requested by the Customer. Without prejudice to aforesaid, Customer shall notify Seller of any disputes or discrepancies on the Invoice within seven (7) calendar days from the date mentioned in invoice.

Customer’s failure to do so will constitute a waiver to Seller of any legal or equitable rights on such invoices and it shall be considered that Customer have accepted the invoice unconditionally which will be due for payment as per the payment terms previously agreed. Interest shall be due from Client to Six Alliance on overdue invoices beyond the agreed payment period at a compounded rate of one percentage (1%) of total overdue value per thirty (30) consecutive delayed days and pro-rated for part thereof. Six Alliance shall be entitled to recover all reasonable attorneys' fees, court costs and other costs incurred in the collection of overdue invoices and its interests. In addition to other remedies provided by law, where conditions warrant, Six Alliance reserves the right to withhold data, reports, drawings, samples of specimen, refrain the warranty without breach of any Agreement until payment of all amount due is received.

Cancellation

Cancellation charges shall apply once the Purchase Order from Customer has been received and accepted by the Seller as mentioned below unless other terms have been mentioned in the Quotation or mutually agreed between the Parties.

GOODS SUPPLY : Cancellation of any Goods ordered shall be subject to cancellation fee as per the applicable Manufacturer’s terms including “Caterpillar (CAT)” or twenty percentage (20%) of the Purchase Order value if such Manufacturer’s terms does not apply. One hundred percent (100%) of the Order value shall be levied as Cancellation charges if the Goods are made to Order/nonreturnable.

EQUIPMENT RENTALS & SERVICES : Customer shall be liable to pay the Seller for all charges incurred till date of cancellation including any mobilization, demobilization, out of pocket expenses (at cost +15% unless otherwise specified) quoted or reasonably incurred by the Seller.

SITE SERVICES : Cancellation of Services up to two (2) working days prior to the agreed the job commencement or mobilization date shall not attract any cancellation fee provided no specialists, sub-contractors or third-party personnel are already mobilized or financially compensated upfront and/or expensed by Seller for such personnel or any job specific materials, tools, consumables, equipment etc in regards to said Order. For the latter, all such expenses incurred shall be compensated by the Customer with an addition of fifteen percent (15%) administration fee to the Seller. Cancellation of Services upto one (1) working day and beyond shall incur Cancellation charges, wherein the Customer shall pay to Seller the standby charges for Equipment and manpower from the date of cancellation to the date of job commencement or agreed mobilization plus any additional reasonable expenses the Seller that may have incurred or will incur with addition of fifteen percent (15%) administration fee that will be notified at the time of cancellation.

Taxes

All prices quoted are exclusive of any taxes; in the event that any impose or taxes shall become due and payable by virtue of supply of Services or Goods specified hereunder, then the amount of such taxes shall be added to Seller’s invoice and shall be paid by the Customer in accordance with the terms specified hereunder. In addition and by default, the Customer shall be responsible for, and shall protect, indemnify, defend and save harmless Seller from and against the reporting, filing and payment of any taxes, charges, licenses, certificates, duties or fees (and any related fines, penalties or interest and the like) imposed directly on Customer as a result of this Agreement and all liabilities, costs, and associated expenses (including lawyers', consultants’ and experts' fees) which may be incurred in connection therewith. Such taxes, charges, licenses, certificates, duties or fees include but are not limited to any local, state, federal, foreign, or international sales, use, value added tax ("VAT"), goods and services tax ("GST"), withholding tax (WHT), rental, import, export, personal property, stamp, excise and like taxes and duties. If Seller pays any such tax, Customer shall, within fourteen (14) calendar days of Seller's demand, reimburse Seller at cost plus 15% mark-up for the tax including interest, fines, and penalties, paid by the Seller. It shall be Customers sole obligation after payment to Seller to challenge the applicability of any tax.

Customer shall also liable for providing the Seller with all exporting documents and any other documents reasonably requested by the Seller that may be required by the Seller to declare, notify, substantiate or prove to required tax and governmental authorities. Withholding Taxes. If Customer is required by any applicable laws or governmental authorities including any tax agencies to withhold any amount payment due to Seller in relation to the supply Goods or Services under this Agreement, Customer shall give at least 30 days' written notice to Seller that Customer will withhold such amount. Customer agrees to pay on a timely basis the amounts so withheld over to the appropriate governmental department or agency, on behalf of Seller, and to provide Seller with any tax receipts (originals, if possible) or other reliable evidence of payment issued by such government department or agency within fourteen (14) days of the date required for withholding.

Should the Seller produce any proof that it is exempted from any such withholding taxes, then the Customer shall not withhold any such amount from the Sellers’ invoice or payment due. Customer agrees that it shall not unreasonably withhold such acceptance. Customer shall reimburse Seller for any taxes withheld where the Seller is eligible for exemption from such withholding taxes or where the Customer is not able to facilitate any proof to the Seller that such withheld amount was paid to appropriate governmental department or agency.

In the circumstances where the governmental department or agency does not provide any receipts or proof of remittance of such taxes, it shall be Customer’s responsibility to prove to the Seller, to its reasonable satisfaction, that tax receipts or any proof of remittance of such taxes shall not be provided by the governmental department or agency; in which case the Customer shall not be liable to provide Seller with any tax receipts or other reliable evidence of payment Notwithstanding the above, if Customer is required to pay any such taxes or amounts that Customer believes is directly attributable to Seller, Customer shall first provide notice to Seller and give Seller an opportunity to intervene to protect its interest before Customer makes any payment.

Force Majure

Seller shall not have any liability or be in breach of its obligations to the extent that performance of such obligations is delayed or prevented, directly or indirectly, by: (a) causes beyond its reasonable control; or (b) acts of God, acts (or failures to act) of governmental authorities, fires, severe weather conditions, earthquakes, strikes or other labour disturbances, floods, war (declared or undeclared), epidemics, civil unrest, riot, delays in transportation, or car shortages; or (c) acts (or omissions) of Customer, (d) Seller’s inability (due to causes beyond its reasonable control) to obtain necessary materials, components or services or (e) epidemics or pandemics including Covid-19. Seller shall notify Customer in the event of any such excusable delay, and the date of delivery or of performance shall be extended for a period equal to the time lost by reason of such delay, plus such additional time as may be reasonably necessary to overcome the effect of such delay.

If Seller is delayed by acts or omissions of Customer, or by the prerequisite work of Customer’s other contractors or suppliers, Seller shall also be entitled to an equitable adjustment of the Order price and scheduled delivery date. If a delay excused by this section extends for more than ninety (90) days and the parties have not agreed upon a revised basis for continuing the work, including an adjustment of the Order price, then either Party (except where delay is caused by Customer, in which event only Seller), upon thirty (30) days written notice, may terminate the Contract with respect to the unexecuted portion of the work, whereupon Customer shall promptly pay Seller for the products that can be delivered plus any documented costs incurred as a consequence of such termination.

Insurance

Seller shall at all times, at its own expense obtain and maintain (i) Workmen compensation insurance: coverage as required by the laws and statutory requirements of Saudi Arabia; (ii) Comprehensive general liability: up to USD 2,000,000 in any one occurrence and in the aggregate. The Seller shall, upon request by Customer, furnish with copies of the applicable insurance policies showing insurance limits & period of insurance cover. Customer shall provide insurance coverages of the same kind at their own cost and in the same amounts or higher as required of Seller herein, but such coverages shall be limited solely to the scope and extent of the specific liabilities and indemnities assumed by Customer.

Indemnification and Limitation of Liability

For purpose of this article the following definitions shall apply :

"Seller Group" shall mean (i) Seller, its parent, subsidiary or related companies, (ii) its and their working interest owners, co-lessees, co-owners, partners, joint venturers, if any, and their respective parents, subsidiary or related companies and (iii) the officers, directors, employees, consultants, agents and invitees of all of the foregoing.

"Customer Group" shall mean (i) Customer, its parent, subsidiary or related companies, (ii) its and their working interest owners, co-lessees, co-owners, partners, joint venturers, if any, and their respective parents, subsidiary or related companies and (iii) the officers, directors, employees, consultants, agents and invitees of all of the foregoing.

"Claims" shall mean all claims, demands, causes of action, liabilities, damages, judgments, fines, penalties, awards, losses, costs, expenses (including, without limitation, attorneys' fees and costs of litigation) of any kind or character arising out of, or related to, directly or indirectly, or incident to or connected with the performance of or subject matter of this agreement (including, without limitation, property loss or damage, personal or bodily injury, sickness, disease or death, loss of services and/or wages, or loss of consortium or society).

"Consequential Loss" shall mean:

• (a) loss or delay/deferral or diminution of or the benefit of: revenue, profit, anticipated profit, production, product, productivity, contracts, business opportunities, business interruptions, delay, interference with, or non-performance of any other contract, contractual commitments, or deadlines, liquidated damages or penalties under any other contract, economic loss, additional project management or fabrication and completion costs, downtime, demurrage, or extended overhead costs (in each case, whether actual or anticipated and whether deemed to be direct or indirect);
• (b) any damage, loss or injury of whatsoever nature which does not flow directly from the act or omission in question but from a consequence or result of such act or omission including, without limitation: (i) loss of goodwill; (ii) special, exemplary or punitive damages; and
• (c) to the extent not included in the foregoing, any special, consequential, incidental, or indirect losses (including costs, damages, liabilities and expenses in respect of such losses).

Seller shall release, indemnify, defend and hold Customer Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Seller Group or Seller Group's subcontractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Seller Group or Seller Group's subcontractors or their employees, agents or invitees except to the extend that such damage or loss or destruction was caused due to the Willful misconduct or Gross negligence of the Customer Group.

Customer shall release, indemnify, defend and hold Seller Group harmless from and against any and all Claims in respect of personal or bodily injury to, sickness, disease or death of any member of Customer Group or Customer Group's other contractors or their employees, agents or invitees, and all Claims in respect of damage to or loss or destruction of property owned, leased, rented or hired by any member of Customer Group or Customer Group's other contractors or their employees, agents or invitees.

Notwithstanding anything contained in this agreement to the contrary, the Seller Group shall not be liable to the Customer Group and Customer shall indemnify the Seller Group from and against any consequential losses of the Customer Group (whether or not disclosed or foreseeable at the date of this agreement). Notwithstanding anything contained in this agreement to the contrary, the Customer Group shall not be liable to the Seller Group and Seller shall indemnify the Customer Group from and against any consequential losses of the Seller Group (whether or not disclosed or foreseeable at

Severability

If any provision of this Agreement, or the application thereof to any person or circumstances shall be invalid or unenforceable, for any reason and to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforceable to the fullest extent permitted by law.

Governing Laws and Disputes

This Agreement and any contractual disputes shall be governed by the laws prevailing in Kingdom of Saudi Arabia, exclusive of any conflicts of laws rule which may refer to the laws of another jurisdiction. Any claim, controversy, or dispute arising directly or indirectly under or out of, incident to, or connected with this Agreement, including all issues of arbitrability and the performance or breach hereof and any extra-contractual matters, which is not settled by the parties within 60 days of notice thereof first being given by either Party to the other shall be referred to settlement by arbitration under the laws of Kingdom of Saudi Arabia wherein if the arbitral award does not resolve the dispute, shall be referred to the Court of Justice in Saudi Arabia.

Entire Agreement

This Standard Terms and Conditions including all of the terms and provisions set forth hereof, constitutes the entire agreement between Customer, as identified on the Quotation hereof, and the Six Alliance (herein after “the Seller"). No change, modification, amendment or other agreement with regard to this Quotation shall be binding upon Seller unless made in writing and signed by an authorized officer of Seller. The terms and provisions of this Quotation shall govern and control the terms of any Purchase Order or confirmation from Customer. Any additional or different terms in Customer’s Purchase Order or confirmation will not be binding on Seller unless otherwise agreed to in writing by Seller.