[Insert CAD for Product]

[Insert specifications for Product]

1. PRICES; PAYMENT

    1.1 Prices. The prices of the Products to each Purchaser shall be the prices contained in the applicable Product Schedule pursuant to which Purchase Orders may be issued from time to time.

    1.2 Cost Reductions. In addition to any cost adjustment terms contained in the applicable Product Schedule, Supplier agrees to work on achieving all feasible cost savings on both materials and processes, and such savings shall be reflected in a reduction of the purchase price of the Products. [***].

    1.3 Taxes. Prices stated in the applicable Product Schedule are in U.S. dollars and do not include applicable U.S. federal or state sales or use taxes, which shall be paid by the applicable Purchaser if separately indicated on the invoice for the applicable Product shipment. In addition, the Prices do not include any duties, export or import charges and the like. Supplier agrees to cooperate with Purchaser with respect to import and export procedures.

    1.4 [***].

    1.5 Payment Terms. Supplier will invoice the applicable Purchaser with each shipment and payment terms will be the full invoiced amount payable within [***] after the later of the date on which such Purchaser receives the invoice or the shipment, subject to the granting of credit to Purchaser by Supplier, not to be unreasonably withheld based on publicly available information about Purchaser, it being understood that the mere fact that Purchaser is based in China shall not constitute grounds for withholding credit. Purchaser shall be entitled to a [***] percent ([***]%) discount if payment is made within [***] after Purchaser receives the invoice.

    1.6 Set-off. In addition to any right of setoff or recoupment provided by law, all amounts due to Supplier shall be considered net of indebtedness of Supplier (and its affiliates/subsidiaries) to Purchaser, and Purchaser shall have the right to setoff against or to recoup from any amounts due to Supplier and its affiliates/subsidiaries from Purchaser. Purchaser shall provide [***] notice to Supplier prior to any setoffs. For these purposes, any moneys, including damages, losses, amounts recoverable under warranty terms, costs and expenses, owed by Supplier or to Purchaser shall be deemed a debt due.

2. ORDER AND DELIVERY

    2.1 Purchase Orders. Purchase Orders for Products may be submitted by any Purchaser to Supplier in writing. Each Purchase Order shall include: (i) identification of Products ordered; (ii) quantity to be purchased; (iii) price of Products ordered; (iv) Shipping Dates; (v) Delivery Dates; and (vi) shipping instructions.

    2.2 Forecasts. Purchaser will provide Supplier with a [***] non-binding production order schedule ("Forecast") that sets forth estimates of [***] production volumes for the Product. Purchaser will provide to Supplier, no less than [***], revised Forecasts for the foregoing. [***] forecasts for each month of a given year shall be deemed to be [***] of the most current [***] Forecast unless otherwise indicated by Purchaser, and also shall be non-binding, provided that the production order schedule set forth in each [***] Forecast for the nearest [***] shall be considered the "firm portion" and shall constitute a firm Purchaser Order, which shall be binding on Purchaser, and not subject to revision by subsequent [***] forecasts.

    2.3 Placement of Orders by Purchasers. All purchases under these Purchase Terms and Conditions shall be subject only to the terms of the applicable Product Schedule, the applicable Purchase Order, and hereof. All references in these Purchase Terms and Conditions to purchases of, purchase orders for, or shipments of Products by a Purchaser shall mean, for such Purchase Order, only the Purchaser placing such Purchase Order. In the event the terms of any purchase order, (other than the specific terms identified in Section 2.1), acknowledgment, invoice, confirmation or similar document conflict with or are additional to the terms of these Purchase Terms and Conditions, the terms of these Purchase Terms and Conditions alone shall apply and shall govern. No other terms and conditions shall apply to these Purchase Terms and Conditions or the Purchase Orders. Coda shall be liable to pay only for Products ordered by Coda as a Purchaser, and shall not be liable to pay for any Products ordered by any other Purchaser.

    Supplier will from time to time at Coda's request provide Coda with [***] data (number of Products ordered, pricing, Product returns, purchase order cancellations, warranty chargebacks and other credits, Purchase Order dates and shipment dates) on Products ordered by each Designated Third Party.

    2.4 Acceptance by Supplier. Supplier shall accept and acknowledge in writing (with a copy of such acknowledgement to Coda, if Coda is not the Purchaser) all Purchase Orders submitted by a Purchaser within [***] after receipt thereof, provided such Purchase Order is consistent with the previously delivered Forecast. Each acknowledgment shall include a firm shipping date for the Products ordered in the Purchase Order. "Working day" shall mean a regular week day on which Coda is open for business. Supplier shall give prompt written notice to the applicable Purchaser (with a copy to Coda, if Coda is not the Purchaser) of any anticipated delay, but the foregoing shall not diminish the fact that time is of the essence.

    2.5 Changes and Cancellations. Except as set forth in the Product Schedule (as pertaining to pre-production Product units), Purchaser may, subject to the following sentence, issue Purchase Order reschedules, revisions, or cancellations by notifying Supplier not less than [***] prior to the scheduled Shipping Date(s) for Products (as specified in the applicable Purchase Order). If Supplier has actually incurred costs for commercially reasonable purchases of raw materials and/or components made to support the non-binding Forecasts provided pursuant to Section 2.2, in addition to the nearest [***] period of such Forecast becoming firm and binding as contemplated above, Supplier may invoice the forecasting Purchaser for such actually incurred costs, provided Supplier cannot sell or otherwise use in a commercially reasonable manner such raw materials and/or components. Upon payment of such invoice, the Purchaser shall own such raw materials and/or components and Supplier will cooperate in the shipment of such raw materials and/or component to Purchaser at Purchaser's expense. Subject to the express obligations of Coda under the Guaranteed Minimum Payment provision in the Product Schedule, the foregoing shall constitute Supplier's sole and exclusive remedy for such Purchaser's failure to Purchase Products up to the applicable non-binding Forecast. In no event shall Purchaser be responsible for any charges related to any manufacturing or ordering done in advance of the [***] non-binding Forecast.

    2.6 Rush Orders. Supplier shall use its best efforts to meet Purchaser's requirements for reasonable rush orders for Products requiring immediate shipment. The parties will negotiate in good faith the prices for such rush orders, taking into consideration Supplier's available inventory and additional shipping and personnel expense necessary.

    2.7 Buffer Inventory. Supplier will maintain a buffer inventory exclusively for Purchaser equal to [***] of Purchaser's most recent forecast, which may be maintained at Supplier's location. Supplier agrees to manage its supply chain in commercially diligent manner take reasonable action to ensure that Products will be available, in suitable quantities and quality, for purchase by Purchasers, including, without limitation, the implementation of a disaster recovery plan.

    2.8 Late Deliveries. Time is of the essence for Supplier's obligations hereunder. Delivery must occur not later than the scheduled Delivery Date set forth in the applicable Purchase Order.

    2.9 Shipping. All items shall be shipped [***] if by air freight, or [***] if by ocean freight. In the event a shipment will not meet the scheduled Delivery Date, other than as provided by Section 5.2, routing may be changed to premium transportation at Purchaser's request. In that event, Supplier, on the one hand, and Coda and Purchasers, on the other hand, shall bear the expense of any difference in freight costs for the premium transportation equally.. Title shall pass to Purchaser upon delivery.

    2.10 Early Deliveries. Purchaser reserves the right to refuse delivery of any quantity of Products in excess of that specified in its Purchase Order.

    2.11 Allocation. Supplier shall in any event use its best efforts to maintain the ability to supply all Product that Purchaser orders from Supplier. Supplier agrees that, in the event of an allocation due to an event specified in Section 16.1 (Force Majeure) or for any other reason that will affect the supply of any Product, Purchaser's order(s), subject to normal lead-time requirements, shall be filled according to an allocation plan no less favorable than that provided to any other Supplier customer. Supplier shall provide Purchaser with as much notice as possible if it anticipates or has reason to believe that Supplier's output of the Product will not be sufficient to meet all of Purchaser's Purchase Orders for Product for any period.

3. PRODUCT ACCEPTANCE AND QUALITY

    3.1 Rejection. In case any Product is defective in material or workmanship, Purchaser will have the right, at its sole option, to reject such Product; to require correction of such Product; to accept such Product with an adjustment in price; or to return such Product for credit or refund. Any Product that has been rejected or required to be corrected must be replaced or corrected by and at the expense of Supplier as promptly as practicable. If, after being requested by Purchaser, Supplier fails to replace or correct any defective item within a reasonable time under the circumstances, then Purchaser shall have the right to consider such failure a breach of the applicable Purchase Order.

    3.2 Root Cause Analysis. At Purchaser's or Coda's request, Supplier will provide a failure analysis report specifying the reason for failure of any rejected Product. Supplier will in good faith work to resolve problems that impact the Products, regardless of the actual or suspected root-cause of the problems. Supplier will also provide Coda and Purchaser with reasonable evidence that any error or failure within Supplier's control will not recur.

    3.3 Packing. Unless otherwise specified by Purchaser, Supplier will package and pack all goods in a manner which is (i) in accordance with good commercial practice, (ii) acceptable to common carriers for shipment at the lowest rate for the particular goods, (iii) in accordance with applicable regulations, and (iv) adequate to insure safe arrival of the goods at the named destination. Supplier will mark all containers with necessary lifting, handling and shipping information and with purchase order numbers, date of shipment, and the names of the consignee and consignor. An itemized packing list must accompany each shipment which shall include (i) prominently the purchase order number and (ii) the description, part number, revision level, and quantity of the Products so shipped.

    3.4 Return Procedure. In the event Purchaser rejects Product, Purchaser may, return the Product to Supplier F.O.B. (Incoterms 2000) Purchaser's location via non premium freight

4. PRODUCT SPECIFICATIONS; CHANGES

    4.1 Specifications. Supplier agrees to supply Products which conform to applicable specifications.

    4.2 Engineering Change Approval. Supplier shall not make any changes to (i) the form, fit, function, design, performance or appearance of any Product purchased hereunder, (ii) any Specifications for any Product irrespective of impact on form, fit, or function, (iii) Supplier's manufacturing source, production process, or the controlled process parameters or sources, types or grade classifications of materials used with respect to any Product, or (iv) Product or process characteristics which could potentially result in non-conformance to applicable physical, mechanical and/or electrical requirements without first obtaining from Coda or Purchaser an engineering change approval. In the event of any approve change, Qualification samples and supporting data should be readily available and, when requested, shall be forwarded for evaluation. The data should include the following information at a minimum: (i) reason for change;(ii) description of change; (iii) applicable test/qualification reports; (iv) affected part numbers; (v) specification update, as needed; (vi) proposed 1^st date of shipment of changed parts; and (vii) traceability information for changed parts. In addition, within [***] after learning of any defect or other problem in a Product which may or already has resulted in an impact to the customer base of such Product, and in any event no later than at the time an engineering request is made, Supplier will notify Coda of such problem, Supplier shall submit a request to make a change containing engineering data in support of the request. Within [***] of receiving such request, Coda shall respond to Supplier's request and shall either (i) approve the change, (ii) disapprove the change, or (iii) extend the deadline for the approval or disapproval period for an additional [***].

    4.3 Costs of Engineering Changes. All engineering changes resulting from defects or nonconformity's in Products shall be implemented at the sole expense of Supplier.

5. SUPPORT

    5.1 Customer Support. Supplier will provide support at no charge to Purchaser and Coda by telephone and e-mail seven days a week, twenty-four hours per day with a maximum twelve hour telephone or e-mail response time. Supplier agrees to regularly supply Purchaser and Coda with all defect notes or other documentation defining the relevant information, symptoms, solutions or workarounds for material Product problems. Supplier will keep accurate records of Product deficiencies and make such reports available to Purchaser and Coda in a timely manner. Supplier will establish electronic means (e.g., an FTP server) through which Purchaser and Coda can obtain up-to-date information on Product deficiencies and fixes or workarounds.

    5.2 Emergency Part Shipment Procedure. In cases of emergency, as reasonably determined by Coda and agreed to by Supplier, Supplier will ship Product(s) on an expedited basis, at Purchasers cost (except if such emergency is the fault of Supplier).

6. INTELLECTUAL PROPERTY

    6.1 Each party will retain rights in intellectual property that it acquired, generated or created prior to the initial Purchase Order issued under the applicable Product Schedule and no transfer of ownership of such rights is effected hereby. Supplier shall [***.]

    6.2  If Supplier makes or creates an invention, patentable discovery, improvement or process based on the technical data, information, proposals or opinions provided by any Purchaser or Coda, Supplier shall grant and hereby grants Coda a perpetual, paid-up, royalty-free, non-exclusive, world-wide, transferable, sublicensable, irrevocable license to the intellectual property in such invention, patentable discovery, improvement or process.

7. REPRESENTATIONS AND WARRANTIES

    7.1 Warranty of Title. Supplier warrants and represents that (i) Purchaser shall acquire good and clear title to the Products, free and clear of all liens, claims, and encumbrances, (ii) all materials and services provided hereunder including, without limitation, the Products, are either owned or properly licensed by Supplier or are in the public domain and the use thereof by Purchaser, its representatives, distributors, dealers, end users, and other direct and indirect customers will not infringe any proprietary rights of any third party, (iii) Supplier has the full power to enter into these Purchase Terms and Conditions and the applicable Purchase Order, to carry out its obligations hereunder and thereunder and to grant the rights and licenses granted to Purchaser set forth herein, and (iv) Supplier's compliance with the terms and conditions of these Purchase Terms and Conditions will not violate any federal, state or local laws, regulations or ordinances or any third party agreements.

    7.2 Product Warranty. Supplier warrants that the Products will be new and unused, and that for a period of [***] from the date of sale of the vehicle into which the Product is incorporated to a retail customer or [***] miles (which ever comes first) ("Warranty Period"), the Products will perform in accordance with the applicable Specifications (including related documentation provided by Supplier and will achieve any function described therein), will be of merchantable quality, and will be free from defects in materials, workmanship, design and assembly. Supplier further warrants that as of the time of the applicable sale of Products hereunder, Supplier has no knowledge of information (including information known to Supplier about motors or vehicles) that might reasonably lead to a conclusion that the Product would not be appropriate for use in an electric vehicle. The manufacturing and quality assurance processes used by Supplier in production shall be at least as robust as the processes used for DV and PV testing and validation and shall not be diminished without the consent of Coda.

    7.3 Return and Replace Procedure. Following any failure during the Warranty Period, Supplier will, at its own expense and risk, replace any defective Products and deliver new Products to the location designated by Purchaser pursuant to the shipping terms hereof. [***]. Supplier shall bear and pay for all reasonable costs associated with repairing or replacing Products that do not meet the foregoing warranties. All replacement Products shall be warranted for the longer of [***] or the remaining Warranty Period for the Products being replaced. Purchaser will promptly return (or have returned) defective Products to Supplier [***], as the case may be, or dispose of the defective Products in accordance with Supplier's instructions. All replaced parts become the property of Supplier.

    7.4 Epidemic Failure. For the purposes of these Purchase Terms and Conditions, epidemic failure will be deemed to have occurred if more than [***] percent ([***]%) of the applicable Product should fail in substantially the same manner within any time period of [***], whether occurring inside or outside of the Warranty Period. The parties acknowledge the expectation that the failure rate should reduce over the next [***] to a level below [***] percent ([***]%), and that progress toward that goal will be addressed in [***] reviews.

    7.5 Epidemic Failure Procedure. In the case of epidemic failure Supplier, Purchaser and Coda will cooperate to implement the following procedure: (i) Purchaser or Coda will promptly notify Supplier upon discovery of the failure; (ii) within [***] Supplier will give an initial response indicating its preliminary plan for diagnosing the problem; (iii) Supplier, Purchaser and Coda will jointly exert all commercially reasonable efforts to diagnose the problem and plan a work-around or more permanent solution; (iv) Supplier will apply its engineering change order procedure in appropriate circumstances for hardware problems originating in the manufacturing process; (v) Supplier will prepare and consult with Purchaser and Coda regarding an appropriate recovery plan as well as an appropriate work-around, as an interim solution, if one is needed; (vi) Supplier, Purchaser and Coda will mutually agree on a recovery plan.

    7.6 Epidemic Failure Costs. In rectifying any epidemic failure, Supplier will be responsible for all costs of repair or replacement of the Product.

    7.7 Recalls. In the event of (x) government mandated recalls, (y) voluntary recalls in response to a known problem (i.e., before governmental action), or (z) service fixes in response to a significant customer satisfaction issue, (i) Supplier agrees that Coda will have the right to determine the need for any remedial action; (ii) Supplier agrees to fully cooperate at its own expense with Coda and Purchaser with respect to any investigation commenced by Coda in connection with a potential recall, including promptly determining what information is required to make a determination, obtaining information from Supplier's suppliers, etc.; and (iii) Supplier will bear all costs related to such action to the extent that such action result from Supplier's negligence, willful misconduct, or breach of Supplier's warranties.

8. AUDIT

    8.1 Coda will have right to audit all Supplier's quality records and enter Supplier's facilities at reasonable times to inspect the facility, goods, materials and other items reasonably bearing on Supplier's obligations hereunder, the Products, and/or the terms hereof. Supplier shall comply with the quality standards mutually agreed by Coda and Supplier from to time and shall ensure that Supplier's suppliers do the same. Supplier shall use its best efforts to obtain for Coda the right to similarly audit and inspect the quality records and facilities of any suppliers of components of the Product. Audits (whether conducted by Coda or by Supplier) will (A) be used to evaluate Supplier's performance hereunder; and (B) result in agreed upon corrective actions and/or remedies..

9. INDEMNIFICATION

    9.1 Infringement. Supplier agrees to indemnify, defend and hold harmless Purchaser, Coda and their respective officers, directors, employees, shareholders, direct and indirect customers, agents, successors and assigns from and against any and all loss, damage, settlement or expense (including legal expenses), as incurred, resulting from or arising out of any claims which allege that any Products or the use or sale thereof infringe upon, misappropriate or violate any patents, copyrights, or trade secret rights or other proprietary rights of persons, firms or entities who are not parties to this Agreement; provided that Purchaser or Coda (i) promptly notifies Supplier, in writing, of any notice or claim of such alleged infringement or misappropriation involving the Products of which it becomes aware, and (ii) permits Supplier to control, the defense, settlement, adjustment or compromise of any such claim. Coda may employ counsel, at its own expense (provided that if such counsel is necessary because of a conflict of interest of either Supplier or its counsel or because Supplier does not assume control, Supplier will bear such expense), to assist it with respect to any such claim. Supplier shall not enter into any settlement that restricts Coda's freedom of action or obligates Coda to take action not required hereby without Coda's prior written approval. Unless Supplier fails to perform its obligations pursuant to this section, Coda shall have no authority to settle any claim on behalf of Supplier. Notwithstanding the foregoing, no delay or failure by Coda or Purchaser to notify Supplier hereunder shall diminish Supplier's obligations hereunder except to the extent Supplier is materially prejudiced by such delay.

    9.2 Cure. If by reason of such infringement claim, Purchaser, Coda or either of their direct or indirect customers shall be prevented or are likely to be prevented by legal means from selling or using any Products, or if, in Supplier's opinion, such claim is likely to occur, Supplier will use its best efforts, at its expense, to: (i) obtain all rights required to permit the sale or use of the Products by Purchaser, Coda and its customers; or (ii) modify or replace such Products to make them non-infringing (and extend this indemnity thereto), provided that any such replacement or modified Products are satisfactory to Coda. If Supplier is unable to achieve either of the options set forth above within a reasonable period of time after the issuance of an injunction, but in no event longer than [***] after receipt of notice thereof, Supplier shall promptly refund to Purchaser [***], , of any Products returned [***] to Supplier which Purchaser, Coda or Coda's customers are legally prohibited from selling or using.

    9.3 Additional Indemnification. Supplier expressly and unequivocally agrees to and hereby does indemnify, release, defend and hold Coda and its officers, directors, employees, shareholders, agents, successors and assigns harmless from and against all claims, damages, losses, costs and expenses, including attorneys' fees, arising in favor of any person, firm or corporation on account of any breach by Supplier of these Purchase Terms and Conditions, or for any act, omission, negligence and/or willful misconduct of Supplier or its agents in any way relating hereto or to the Product, provided that Coda (i) promptly notifies Supplier, in writing, of any notice or claim hereunder of which it becomes aware, and (ii) permits Supplier to control the defense, settlement, adjustment or compromise of any such claim using counsel reasonably acceptable to Coda. Coda may employ counsel, at its own expense (provided that if such counsel is necessary because of a conflict of interest of either Supplier or its counsel or because Supplier does not assume control, Supplier will bear such expense), to assist it with respect to any such claim. Supplier shall not enter into any settlement that restricts Coda's freedom of action or obligates Coda to take action not required hereby without Coda's prior written approval.

10. TOOLING

    10.1 All tooling that is purchased in full by Purchaser will be the property of Purchaser, will be marked according to Purchaser requirements, will not be co-mingled by Supplier with other tooling, and will not be used for other customers without the prior written consent of Purchaser. Supplier shall bear all risk of loss thereof. Supplier shall ship (at Purchaser's expense) any such tooling to Purchaser upon Purchaser's request.

11. SERVICE PARTS

    11.1 Supplier will make the non-warranty service Products available for purchase by Purchaser for the duration of the period for which Supplier has a supply obligation, as specified in the Product Schedule, and for [***] after the last Purchase Order during such period is terminated or fulfilled (the "PMSP Period"). The price of the Product for service Products will be (i) [***], and (ii) negotiated on an order by order basis, post Coda and Supplier production. All such Products will have the same warranty as the production Products. Purchaser may purchase a [***] quantity of service Products.

    11.2 Where mutually agreed to by the parties, fulfillment of the non-warranty service Products obligation may be accomplished through the use of remanufactured parts. If mutually agreed, Product replaced by any Coda's dealer shall be returned to Supplier for remanufacturing. Supplier will test any returned and to-be remanufactured Products and hold them for [***] prior to any remanufacturing.

    11.3 [***].

12. TERM AND TERMINATION

    12.1 Termination for Cause. Without limiting the other rights provided to Purchaser or Supplier herein, any Purchase Order may be terminated by the either party for cause immediately by written notice upon the occurrence of any of the following events: (i) either party ceases to do business, or otherwise terminates its business operations; (ii) either party breaches any provision of the applicable Purchase Order or these Purchase Terms and Conditions and fails to cure such breach within [***] ([***]) of written notice describing the breach; (iii) either party makes an assignment for the benefit of its creditors, or (iv) proceedings (whether voluntary or involuntary) are commenced against either party under any bankruptcy, insolvency or debtor's relief law and such proceedings are not vacated or set aside within [***] from the date of commencement thereof.

    12.2 Survival; Support After Termination. Purchaser's right to distribute Products in inventory or subject to any pending Purchase Order shall survive termination or expiration of these Purchase Terms and Conditions. In the event of any termination or expiration of these Purchase Terms and Conditions, Supplier shall continue to provide maintenance support and hardware repair at Supplier's prevailing rates. The support shall be provided a minimum of [***] after termination or expiration. The terms hereof shall survive any termination or expiration of these Purchase Terms and Conditions, for the duration of the PMSP Period. Following the termination or expiration of the PMSP Period, Sections 3.2, 6, 7, 8, 9, 10, 11, 12.2, and 13-15 shall survive. Except as expressly set forth in this Agreement, termination shall be in addition to all other rights and remedies available to Purchaser or Coda, in law or in equity.

13. INSURANCE

    13.1 Until the [***] anniversary of the expiration date of the PMSP Period, Supplier must maintain a Commercial General Liability Insurance Policy, an Errors and Omissions liability policy, A Workers' Compensation Policy, auto, public liability, and property damage. Supplier agrees to name Coda an additional insured on those policies, provided that if there is an out of pocket fee charged by the insurer to cause Coda to be so named and Supplier notifies Coda of such fee in advance and obtains Coda approval, Coda shall reimburse Supplier for such charge upon invoice. Supplier must furnish a certificate evidencing the insurance upon request. Each certificate must contain a provision that Supplier's policy may not be canceled or altered without at least [***] prior written notice to Coda.

14. COMPLIANCE WITH LAWS; IMPORT/EXPORT

    14.1 Compliance with Laws. Supplier warrants that in performance of work under these Purchase Terms and Conditions it has complied with or will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted including, but not limited to OSHA, the Fair Labor s Act of 1938 (29 USC 201-219), the 8-Hour Law (40 USC 327-332), the Equal Opportunity and Affirmative Action Regulations, and laws restraining the use of convict labor. Supplier warrants that in performance of work under this Agreement it has complied with all laws, regulations, statutes and ordinances of all governmental entities including local, state, federal or international, now or hereafter enacted, which regulate any material because it is radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including but not limited to the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Resource Conservation Recovery Act, the Federal Water Pollution Control Act, the Clean Air Act, the Montreal Protocol, the Toxic Substances Control Act and similar laws, rules, statutes, treaties or orders and international understandings. Upon request, Supplier agrees to issue certificates certifying compliance with any of the aforementioned laws or regulations as may be applicable to the Product and/or services being furnished hereunder.

    14.2 Import and Export. Supplier shall provide all information under its control which is necessary or useful for Purchaser or Coda to obtain any export or import licenses required to ship or receive Products, including, but not limited to, certificates of origin, (NAFTA, etc.), manufacturer's affidavits, Buy America qualification, and U.S. Federal Communications Commissions identifier, if applicable. This information is to be provided within [***] of Coda's request.

15. GENERAL

    15.1 Force Majeure. Neither party shall be considered in default of performance of its obligations under these Purchase Terms and Conditions to the extent that performance of such obligations is delayed by fire, flood, earthquake or other acts of God beyond the reasonable control of such party or its suppliers. In the event Supplier fails to deliver Product due to such causes, Purchaser may either: (i) terminate the Purchase Order or any part hereof as to Product(s) not shipped; or (ii) suspend any Purchase Order in whole or in part for the duration of the delaying cause, and at Purchaser's option, buy the Product(s) elsewhere and deduct from any commitment to Supplier the quantity so purchased. Supplier shall resume performance under these Purchase Terms and Conditions and the applicable Purchase Order immediately after the delaying cause ceases and, at Purchaser's option, extend the then current term period for a period equivalent to the length of time the excused delay endured.

    15.2 Assignment. These Purchase Terms and Conditions shall be binding on the parties hereto and their successors and assigns; provided, however, that Supplier shall not assign or transfer, in whole or part, these Purchase Terms and Conditions or any of its rights or obligations arising hereunder without the prior written consent of Purchaser. Any purported assignment without such consent shall be null and void. Purchaser may freely transfer, in whole or part, these Purchase Terms and Conditions and its rights and obligations hereunder. Supplier specifically acknowledges that Purchaser may be an import/export company designated by Coda and that such Purchaser may assign these Purchase Terms and Conditions and its rights and obligations hereunder to Coda's designated assembler (or other third party as determined by Coda).

    15.3 Governing Law and Venue. The rights and obligations of the parties under these Purchase Terms and Conditions shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations shall be governed by and construed under the laws of the State of California, including its Uniform Commercial Code, without reference to conflict of laws principles. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts in Los Angeles, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Notwithstanding the foregoing, if Purchaser is a Chinese entity, the parties agree that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by binding arbitration in Paris, France, under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision

    15.4 Independent Contractors. Supplier shall perform its obligations hereunder as an independent contractor and shall be solely responsible for its own financial obligations. Nothing contained herein shall be construed to imply a joint venture or principal and agent relationship between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

    15.5 Modification. No alteration, amendment, waiver, cancellation or any other change in any term or condition of these Purchase Terms and Conditions shall be valid or binding on either party unless the same shall have been mutually assented to in writing by both parties.

    15.6 Waiver. The failure of either party to enforce at any time any of the provisions of these Purchase Terms and Conditions, or the failure to require at any time performance by the other party of any of the provisions of these Purchase Terms and Conditions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of these Purchase Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

    15.7 Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by commercial courier service (e.g., Fed Ex), or by first class mail (certified or registered), or by telecopy confirmed by first class mail (registered or certified), to the other party at its address first set forth above, or such new address as may from time to time be supplied hereunder by the parties hereto. If mailed, notices will be deemed effective three (3) working days after deposit, postage prepaid, in the mail.

    15.8 No Third Party Beneficiaries. Unless otherwise expressly provided herein and except for Coda and Supplier, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Supplier and Purchaser any rights, remedies or other benefits under or by reason of this Agreement.

    15.9 Interpretation. These Purchase Terms and Conditions represent the negotiated agreement of the parties, with the advice and assistance of counsel, and shall not be construed against either party as the drafter thereof.

    15.10 Entire Agreement. These Purchase Terms and Conditions, and the exhibits hereto, represent and constitute the entire agreement between the parties, may only be amended in writing signed by both parties, and supersede all prior agreements and understandings.

FORM OF PURCHASE ORDER

[To address quantity, ship date, delivery date]

Except as expressly set forth below, this Guaranty is an irrevocable, unconditional, absolute, present and continuing guaranty of payment, and is in no way conditioned or contingent upon any attempt to collect from Coda or upon any other condition or contingency. If Coda fails to pay all or any part of the Minimum Payment when due ("Unpaid Balance"), Supplier may make a written demand on one or both Guarantors to pay the Unpaid Balance to Supplier.  One or more of the Guarantors shall thereafter remit payment of the Unpaid Balance to Supplier within [***] of receipt of the written demand. Payment of the Unpaid Balance by one or more of the Guarantors shall fully satisfy Coda's obligations with respect thereto.

This Guaranty may be amended or terminated only by mutual written agreement of Supplier and the Guarantors.