Purchase Order Terms and Conditions

1. Definitions and contract formation

Affiliate means an entity controlling, controlled by, or under common control with Bridgehampton International Inc. Company means the Bridgehampton entity identified in the Purchase Order. Contract means the Purchase Order, these terms, and expressly incorporated documents. Deliverables means all goods, services, work product, reports, data, software, drawings, and other items required by the Contract. Supplier means the person accepting the Purchase Order.

The Purchase Order is an offer limited to its terms. Supplier accepts by signing, acknowledging, commencing performance, or shipping goods. Additional or different supplier terms are rejected unless accepted in a writing signed by an authorized Company officer. The order of precedence is: signed amendment; Purchase Order special terms; statement of work or specifications; these terms; other incorporated documents.

2. Scope and performance

Supplier will provide the Deliverables by the dates, quantities, locations, specifications, and performance standards stated in the Contract. Supplier must use personnel who are trained, qualified, legally authorized, and sufficient in number. Time is of the essence. Supplier must promptly notify Company of actual or anticipated delay, cost increase, safety event, conflict, sanctions concern, or inability to comply.

3. Changes

Company may direct reasonable changes to quantity, design, specifications, delivery, sequencing, or method. Supplier must not proceed with a change affecting price or schedule without a written change order signed by an authorized Company representative. A request for equitable adjustment must be submitted with supporting detail within ten business days after the directed change, or it is waived to the extent permitted by law.

4. Price, invoices, and payment

Prices are firm and inclusive of packing, handling, insurance, transport, overhead, and all charges except taxes separately identified and legally payable by Company. Supplier may invoice only after delivery or achievement of an agreed milestone. Unless the Purchase Order states otherwise, undisputed amounts are payable net 30 days after receipt of a correct invoice and required supporting documents. Company may withhold disputed amounts, set off amounts owed by Supplier or its Affiliates, and require correction of deficient invoices.

5. Taxes and customs

Supplier is responsible for taxes imposed on its income, personnel, property, and inputs and for customs obligations assigned to it by the applicable Incoterm. Supplier must provide legally valid tax invoices, withholding documentation, origin certificates, and import or export records. Company may withhold taxes where required by law.

6. Delivery, title, and risk

Delivery terms are as stated in the Purchase Order and interpreted under Incoterms 2020 where referenced. Unless otherwise stated, title transfers on the earlier of payment or delivery, free and clear of liens; risk of loss transfers only after delivery, inspection, and acceptance. Transfer of title does not constitute acceptance. Supplier must protect Company-owned materials and segregate, label, and insure them.

7. Inspection, acceptance, and defects

Company may inspect and test Deliverables at any reasonable time. Payment, inspection, use, or failure to inspect does not waive warranty rights. Company may reject, require prompt repair or replacement, obtain substitute performance, or accept with an equitable price reduction. Supplier bears all costs caused by nonconformance, including removal, reinstallation, retesting, expedited freight, and reasonable investigation costs.

8. Warranties

Supplier warrants that Deliverables are new unless approved otherwise, merchantable, fit for intended and disclosed purposes, free from defects and liens, compliant with specifications and law, and produced with good industry practice. Services will be performed with due skill, care, diligence, and professional competence. Supplier has full rights to grant all licenses and transfer title. Unless a longer period is stated, the warranty lasts 18 months after acceptance or 12 months after first operational use, whichever is later.

9. Health, safety, security, and environment

Supplier must comply with applicable HSE laws, permits, site rules, journey-management requirements, process-safety standards, emergency procedures, and the Company's HSE Policy. Every worker has stop-work authority. Supplier must immediately report fatalities, serious injuries, loss of containment, well-control events, significant environmental releases, security events, and regulator contacts, and preserve evidence for investigation.

10. Legal and ethical compliance

Supplier must comply with applicable anti-bribery, anti-money-laundering, sanctions, export-control, competition, labor, modern-slavery, environmental, data-protection, tax, and procurement laws. Supplier may not offer anything of value to improperly influence any person, make facilitation payments, use undisclosed agents, or transact with blocked persons or prohibited jurisdictions. Supplier must screen relevant counterparties and obtain Company approval before engaging a government-facing intermediary.

11. International operations addendum

For work outside the United States, Supplier must comply with host-country licensing, immigration, customs, labor, local-content, tax, land-access, environmental, cultural-heritage, Indigenous-rights, and petroleum-sector requirements. Supplier must maintain a country legal register and provide it on request. If local law conflicts with the Contract, Supplier must stop the affected work and seek written direction; Supplier may not solve a conflict by violating law.

12. Subcontractors and assignment

Supplier may not subcontract material obligations or assign the Contract without prior written consent. Consent does not relieve Supplier of responsibility. Supplier must bind approved subcontractors to obligations at least as protective as this Contract. Company may assign the Contract to an Affiliate, project company, financing party, purchaser of assets, or successor.

13. Intellectual property

Each party retains its pre-existing intellectual property. Upon creation and payment, specifically commissioned work product and project data become Company property to the extent permitted by law. Supplier assigns such rights and will execute further documents. For embedded Supplier materials, Supplier grants Company and its Affiliates a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free license to use, modify, maintain, reproduce, and exploit them for Company operations.

14. Confidentiality, records, and data security

Supplier must protect nonpublic Company information, use it only for the Contract, restrict access to need-to-know personnel, and return or destroy it on request subject to legal retention. Supplier must apply reasonable administrative, technical, and physical safeguards and notify Company immediately, and no later than 24 hours, of an actual or suspected security incident involving Company data. Supplier must preserve accurate records for seven years or the longer period required by law or the Purchase Order.

15. Insurance

Supplier must maintain insurance appropriate to the work and jurisdiction, including workers' compensation or employer liability, commercial general liability, automobile liability, professional liability where services are provided, pollution liability where environmental risk exists, cyber liability where data is handled, and aviation or marine cover where relevant. Limits stated in the Purchase Order are minimums and do not limit liability.

16. Indemnification

To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless Company, its Affiliates, joint venture participants, and their directors, officers, employees, and agents from third-party claims, losses, fines, penalties, liens, damages, and reasonable legal costs arising from Supplier's breach, negligence, willful misconduct, legal noncompliance, bodily injury, property damage, environmental harm, data incident, tax obligation, or infringement. Indemnity is reduced only to the extent finally determined to result from an indemnified party's negligence or willful misconduct.

17. Limitation of liability

Neither party is liable to the other for remote, speculative, or punitive damages except where such damages are payable to a third party under an indemnified claim. Any contractual cap stated in the Purchase Order does not apply to fraud, gross negligence, willful misconduct, death or personal injury, environmental liability, confidentiality, data security, intellectual property infringement, bribery or sanctions violations, unpaid taxes, liens, or indemnity obligations.

18. Suspension and termination

Company may suspend work for safety, operational, compliance, convenience, or default reasons. Company may terminate for convenience on written notice and pay for conforming Deliverables accepted through termination plus reasonable, documented, noncancelable closeout costs, excluding lost profit on unperformed work. Company may terminate immediately for material breach, insolvency, unsafe conduct, bribery or sanctions concern, unauthorized change of control, repeated delay, or failure to cure within the stated notice period.

19. Force majeure

A force majeure event is an unforeseeable event beyond reasonable control that prevents performance and cannot be avoided through reasonable mitigation. It excludes lack of funds, commodity-price changes, labor shortage limited to Supplier, equipment failure caused by poor maintenance, predictable seasonal weather, or subcontractor default unless independently qualifying. The affected party must notify promptly, mitigate, provide updates, and resume performance. Company may terminate if material prevention continues more than 30 days.

20. Audit, investigations, and cooperation

Company may audit records reasonably related to pricing, compliance, HSE, local content, data, and performance. Supplier must cooperate with investigations and regulators, preserve relevant evidence, and implement corrective actions. Company may require an independent compliance audit where credible evidence indicates material breach.

21. Governing law and disputes

Delaware law governs without regard to conflict-of-law principles, including Article 2 of the Delaware Uniform Commercial Code where applicable. The United Nations Convention on Contracts for the International Sale of Goods is excluded. The parties consent to exclusive jurisdiction in Delaware state courts or, if federal jurisdiction exists, the U.S. District Court for the District of Delaware. Either party may seek urgent injunctive relief in another competent court to protect safety, confidential information, intellectual property, or assets.

22. General

The parties are independent contractors. No waiver is effective unless written. Invalid terms are severed or reformed to the minimum extent necessary. Notices must be in writing to the addresses in the Purchase Order. Counterparts and electronic signatures are valid. The Contract is the entire agreement regarding its subject and survives as to warranties, confidentiality, IP, records, audit, indemnity, liability, and disputes.