GENERAL TERMS AND CONDITIONS OF SALE
Green New Energy Materials Inc.

1. ACCEPTANCE

These General Terms and Conditions of Sale (the “Terms”) govern the sale of products (“Products”) by Green New Energy Materials Inc., a Delaware corporation with a place of business at 1011 Lincoln Commerce Court, Denver, NC 28037 (“Seller”), to the purchaser identified on the accompanying quotation or invoice (“Buyer”). These Terms constitute the entire agreement between Seller and Buyer. Any purchase order or other document provided by Buyer that contains additional or different terms is hereby rejected. Seller’s acceptance of any order is expressly made conditional on Buyer’s assent to these Terms, which are expressly incorporated into the order.

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2. PRICING AND PAYMENT

2.1 Quotations: All prices are quoted in United States Dollars (USD). Quotations are valid for thirty (30) days from the date of issue unless otherwise stated, or until earlier acceptance by Seller.

2.2 Taxes: Prices do not include any federal, state, or local taxes, tariffs, duties, or levies. Buyer agrees to pay all such taxes (excluding taxes based on Seller’s net income) or provide a valid exemption certificate.

2.3 Payment Terms: Payment terms are net 30 days from the date of invoice, subject to credit approval. All payments hereunder shall be in USD. Seller reserves the right to require advance payment, letters of credit, or other security if Buyer’s financial condition does not justify the terms of sale. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum legal rate, whichever is less).  Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

2.4 No Set-Off: Buyer shall pay all amounts due under these Terms and any relevant Orders in full, without any deduction, withholding, set-off, counterclaim, or reduction of any kind, whether arising from any alleged breach, defect, non-conformity, or any other claim Buyer may have against Seller. If Buyer, in breach of this Section, purports to make any deduction or set-off, Seller may, in its sole discretion and without limiting any other rights or remedies: (a) suspend further performance of any or all Orders until payment is made in full; (b) declare all outstanding amounts owed by Buyer immediately due and payable; (c) charge interest on all overdue amounts at the rate set forth in Section 2.3; and (d) recover all costs incurred in collecting such amounts, including reasonable attorneys' fees.

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3. SHIPPING AND DELIVERY

Incoterms: All shipments are made EX WORKS (EXW) Denver, NC 28037 (Incoterms 2020) unless otherwise expressly agreed in writing. Title and risk of loss pass to Buyer when the Products are made available to Buyer’s carrier at Seller’s facility.

Delivery Dates: Any delivery dates provided are estimates only and are not guaranteed. Seller shall not be liable for any delays in delivery or any damages resulting therefrom.

Shipping Instructions: Buyer shall provide specific shipping instructions sufficiently in advance of shipment. If Buyer fails to provide instructions, Seller may, but is not obligated to, select the carrier and ship via its standard method at Buyer’s sole cost, risk, and expense.

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4. STORAGE, HANDLING, AND MOISTURE CONTROL

4.1 Buyer's Responsibility. Buyer acknowledges that the Products are sensitive materials requiring strict adherence to proper storage, handling, and moisture control procedures. Buyer shall be solely responsible for all storage, handling, and moisture control of the Products from the moment title and risk of loss pass to Buyer in accordance with Section 3 (SHIPPING AND DELIVERY).

4.2 Storage Conditions. Buyer shall store the Products in a clean, dry, temperature-controlled environment in accordance with Seller's published storage recommendations, if any, or if none are provided, in accordance with industry standard practices for battery separator materials. At a minimum, Buyer shall ensure that:

4.2.1 The Products are stored in their original, unopened packaging until immediately prior to use;

4.2.2 Storage areas are maintained at a temperature between [15°C and 30°C (59°F to 86°F)] unless otherwise specified by Seller;

4.2.3 Relative humidity in storage areas does not exceed [50%] unless otherwise specified by Seller;

4.2.4 The Products are protected from direct sunlight, ozone, solvents, fuels, and other contaminants;

4.2.5 The Products are stored away from any heat sources or equipment that may generate ozone or other degrading agents; and

4.2.6 The Products are handled in accordance with any electrostatic discharge (ESD) precautions specified by Seller.

4.3 Moisture Control. Buyer acknowledges that moisture absorption can adversely affect the performance and safety of battery separators. Buyer shall:

4.3.1 Maintain strict moisture control in all storage and manufacturing areas where the Products are present;

4.3.2 If the Products are removed from their original packaging but not immediately used, Buyer shall either (i) store them in a controlled, low-humidity environment, or (ii) if recommended by Seller, dry the Products in accordance with Seller's specified drying procedures prior to use;

4.3.3 Not use any Products that show visible signs of moisture damage, including but not limited to warping, discoloration, or dimensional changes.

4.4 Handling Procedures. Buyer shall ensure that all personnel handling the Products are trained in proper handling techniques, including:

4.4.1 Using clean, lint-free gloves to prevent contamination from skin oils and moisture;

4.4.2 Avoiding sharp objects, creasing, folding, or any mechanical damage to the separator material;

4.4.3 Following any cleanroom or particulate control requirements specified by Seller;

4.4.4 Complying with all safety data sheet (SDS) requirements for the Products.

4.5 Disclaimer of Liability. BUYER'S FAILURE TO COMPLY WITH THE STORAGE, HANDLING, AND MOISTURE CONTROL REQUIREMENTS SET FORTH IN THIS SECTION 4, OR ANY FAILURE TO FOLLOW SELLER'S PUBLISHED RECOMMENDATIONS OR INDUSTRY STANDARD PRACTICES, SHALL VOID ANY APPLICABLE WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS AND SHALL RELIEVE SELLER OF ANY AND ALL LIABILITY FOR CLAIMS ARISING FROM OR RELATED TO SUCH PRODUCTS, INCLUDING CLAIMS FOR DEFECTS, PERFORMANCE ISSUES, OR BATTERY FAILURES. IN ADDITION, SELLER MAY EXERCISE ITS RIGHTS UNDER SECTION 4.6.1(d), INCLUDING SUSPENSION OF FURTHER SHIPMENTS AND VOIDING OF WARRANTIES FOR ANY PRODUCTS STORED AT NON-COMPLIANT FACILITIES. BUYER ASSUMES ALL RISK ASSOCIATED WITH IMPROPER STORAGE, HANDLING, OR MOISTURE CONTROL.

4.6 Right of Audit and Inspection:

4.6.1 To ensure compliance with the storage and handling requirements set forth in this Section 4, Buyer hereby grants Seller (and its authorized representatives) the right to:

(a) Facility Access: Upon at least forty-eight (48) hours’ prior written notice, enter and inspect any facility where the Products are stored or processed during normal business hours.

(b) Data Review: Review Buyer’s environmental monitoring logs, including but not limited to temperature and humidity records for the storage areas identified in Section 4.2.

(c) Training Records: Verify that personnel handling the Products have received the training required under Section 4.4.

(d) Effect of Non-Compliance: If an inspection reveals a material failure by Buyer to comply with these requirements, Seller may, in its sole discretion: (a) immediately void all warranties for any Products stored at such facility; and (b) suspend further shipments until Buyer demonstrates, to Seller’s satisfaction, that the non-compliance has been cured. Buyer shall reimburse Seller for all reasonable costs and expenses incurred in connection with any inspection that reveals a material non-compliance with this Section 4.

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5. CANCELLATION AND RESCHEDULING

No Cancellation: Orders accepted by Seller are firm and not subject to cancellation or rescheduling except with Seller’s prior written consent.

Cancellation Fees and WIP: Due to the custom-engineered nature of battery separator manufacturing, if Seller consents to a cancellation, Buyer shall pay a Cancellation Fee. This fee shall include: (i) the full price of all finished Products; (ii) the full cost of all raw materials unique to Buyer's order; and (iii) the full value of all Work-in-Progress (WIP) committed at the time of cancellation, plus a reasonable profit margin (collectively, the “Cancellation Fee”).

Ownership of Cancelled Goods: Upon Buyer’s full payment of the Cancellation Fee, title and risk of loss to any finished Products or WIP specifically identified to the Order shall pass to Buyer, and such items shall be made available for Buyer’s pickup EX WORKS (EXW) Seller’s facility for a period of thirty (30) days. If Buyer fails to remove such items within thirty (30) days, Seller may dispose of them at Buyer’s expense.

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6. LIMITED WARRANTY; SPECIFICATIONS; DISCLAIMER

6.1 Warranty: Seller warrants that for a period of one (1) year from the date of delivery, the Products shall materially conform to the specific technical requirements expressly agreed upon in writing and signed by an authorized representative of both parties (the "Agreed Specifications"). The Agreed Specifications constitute the entire and exclusive technical requirement for the Products and supersede any prior or contemporaneous representations, datasheets, or marketing materials.

6.2 Specification Changes:

6.2.1 By Buyer: Any request by Buyer to modify the Agreed Specifications after an Order has been accepted is subject to Seller's prior written approval. Seller reserves the right to adjust pricing and delivery schedules to account for such changes. If Seller agrees to a change, Buyer shall be responsible for all costs related to obsolete materials, specialized tooling, or work-in-progress resulting from the modification.

6.2.2 By Seller (Product Improvement): Seller is committed to continuous product improvement. Seller may, from time to time, make changes to its manufacturing processes or specifications that do not materially and adversely affect the form, fit, or function of the Products as defined by the Agreed Specifications. Seller may implement such changes without prior notice to Buyer, provided that the Products delivered continue to conform to the Agreed Specifications. If Seller intends to make a change that does materially affect the form, fit, or function, Seller shall provide Buyer with written notice and a reasonable opportunity to purchase the final inventory of the previous specification before the change is implemented.

6.3 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, SELLER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.4 Battery Application Warning; Buyer Representation: Buyer acknowledges that battery separators are safety-critical components with performance characteristics that vary significantly based on the final battery chemistry and assembly. Buyer represents and warrants that it is a sophisticated purchaser with the necessary technical expertise to evaluate, test, and integrate the Products. Buyer is solely responsible for: (i) determining the suitability of the Product for its specific application, including compatibility with electrolytes, electrodes, and cycling conditions; and (ii) conducting all necessary safety and performance testing of the final battery system. Seller does not warrant and shall have no liability for the performance, safety, or failure of any battery system into which the Product is incorporated.

6.5 Recall Responsibility

6.5.1 No Recall Liability. Buyer acknowledges and agrees that Seller is a manufacturer of component products only and has no control over the design, assembly, labeling, marketing, or end use of the Finished Goods into which the Products may be incorporated. Accordingly, Seller shall have no responsibility or liability for any recall, field alert, market withdrawal, stock recovery, safety alert, corrective action, or similar action (collectively, a "Recall") involving the Products or any Finished Goods, regardless of whether such Recall is initiated by Buyer, any of Buyer's customers, or any governmental authority.

6.5.2 Buyer's Sole Responsibility. Buyer shall be solely responsible for all costs and expenses associated with any Recall, including but not limited to:

(a) The cost of the Products themselves;

(b) All logistics, shipping, handling, and transportation costs;

(c) Labor and administrative costs for notification, testing, inspection, removal, and replacement;

(d) Any fines, penalties, or sanctions imposed by any governmental authority;

(e) Any damages, settlements, or judgments paid to third parties (including Buyer's customers); and

(f) All legal fees, expert fees, and costs of litigation.

6.5.3 No Offset. Buyer shall not deduct, set off, or withhold any amounts related to a Recall from any payments due to Seller under these Terms or any other agreement.

6.5.4 Cooperation. If Buyer becomes aware of any Recall involving the Products, Buyer shall provide Seller with prompt written notice and all relevant information regarding such Recall. Seller may, at its option and expense, participate in any investigation or defense related to such Recall, but such participation shall not be deemed an admission of liability or responsibility, nor shall it waive or prejudice any rights or defenses available to Seller.

6.5.5 Time Limit. Any claim by Buyer against Seller relating to a Recall must be brought within one (1) year from the date Seller receives Buyer’s written notice of such Recall, regardless of when the underlying cause of the Recall is discovered.

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7. CLAIMS AND RETURNS

Inspection: Buyer shall inspect the Products immediately upon receipt. Claims for shortages, damage in transit, or non-conformity must be reported in writing to Seller within [10] days of receipt.

Returns: No Products may be returned without Seller’s prior written authorization (a "Return Material Authorization" or "RMA"). Authorized returns are subject to a restocking fee of 25% of the purchase price.

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8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, DOWNSTREAM CLAIMS, OR CLAIMS OF BUYER'S CUSTOMERS) ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE SALE, DELIVERY, NON-DELIVERY, REPAIR, OR USE OF THE PRODUCTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. SELLER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

8.3 Exceptions. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 8, THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO:

8.3.1 EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (INTELLECTUAL PROPERTY);

8.3.2 BUYER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 (REGULATORY COMPLIANCE);

8.3.3 SELLER'S LIABILITY FOR BODILY INJURY OR DEATH OF ANY PERSON CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER; OR

8.3.4 SELLER'S LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

8.4 Essential Purpose. The parties agree that the limitations of liability set forth in this Section 8 shall apply even if any remedy provided hereunder fails of its essential purpose. Buyer acknowledges that the prices charged by Seller reflect the allocation of risk set forth in the Terms and that Seller would not enter into the Terms without such limitations.

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9. INTELLECTUAL PROPERTY INDEMNITY

9.1 Seller Indemnity: Seller shall defend or settle any claim brought against Buyer alleging that the Products infringe a valid United States patent or copyright, provided Buyer notifies Seller promptly in writing and gives Seller sole control of the defense and settlement. This indemnity does not apply to: (i) modifications made by Buyer; (ii) use of the Products in combination with other materials not supplied by Seller; or (iii) compliance with Buyer’s specifications or designs.

9.2 Buyer Indemnity (Custom Products): If Products are manufactured to Buyer’s specific designs, instructions, or specifications, Buyer shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, or expenses (including reasonable attorneys' fees) arising from any allegation that such Products infringe the Intellectual Property Rights of any third party.

9.3 Ownership of IP: Unless otherwise agreed in writing, all technical information, inventions, improvements, or processes developed by Seller in the performance of any Order—including those related to the manufacture of battery separators—shall remain the sole and exclusive property of Seller.

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10. CONFIDENTIALITY

Buyer acknowledges that all non-public, confidential, or proprietary information of Seller, including but not limited to technical information, pricing, designs, data, customer list, supplier list, business operations, and product roadmaps provided by Seller constitute confidential information (“Confidential Information”). Buyer agrees not to disclose such information to any third party (including affiliated companies of Buyer) without Seller’s prior written consent, and shall only use such information to evaluate the Products.  Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller.

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11. FORCE MAJEURE

11.1 Suspension of Performance: Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, embargoes, government actions or regulations, pandemics, labor disputes, supply chain interruptions, or failure of suppliers to deliver (a "Force Majeure Event"). During the pendency of a Force Majeure Event, Seller’s obligations hereunder shall be suspended.

11.2 Right of Termination: If a Force Majeure Event persists for a continuous period of more than ninety (90) days, Seller may, at its sole discretion and upon written notice to Buyer, terminate any affected Order(s) or these Terms in their entirety without liability, penalty, or obligation of any kind arising from such termination. In the event of such termination, Buyer shall remain obligated to pay Seller for all Products delivered and all Work-in-Progress (WIP) completed up to the date of the Force Majeure Event.

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12. COMPLIANCE WITH LAWS

Buyer shall at all times comply with all laws applicable to the operations of its business, the Terms, Buyer’s performance of its obligations hereunder, and Buyer’s use of the Products.  Without limiting the generality of the foregoing:

1. Export Control: Buyer agrees to comply with all applicable United States export control laws and regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Buyer warrants that it will not re-export or divert any Products contrary to U.S. law.

2. Trade Sanctions: Buyer certifies that it is not located in a country that is subject to a U.S. government embargo, and that it is not a prohibited party on the SDN List.

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13. BUYER'S REGULATORY COMPLIANCE AND INDEMNIFICATION

13.1 Buyer's Sole Responsibility. Buyer acknowledges that Seller is a supplier of battery separator components and is not responsible for the design, assembly, or final certification of Buyer's end products. Buyer shall be solely responsible for ensuring that its use of the Products, and the final products into which the Products are incorporated (the "Finished Goods"), comply with all Applicable Law.

13.2 Acknowledgment of Specific and Evolving Regulatory Risks. Without limiting the generality of Section 13.1, Buyer specifically acknowledges that the regulatory landscape for battery components and materials is rapidly evolving. Buyer understands that the Products may be subject to heightened scrutiny under existing and emerging laws. By way of illustration and not limitation, Buyer acknowledges the potential applicability of regulations concerning: (a) Per- and Polyfluoroalkyl Substances (PFAS) under the Toxic Substances Control Act (TSCA), including but not limited to reporting requirements, significant new use rules, and potential restrictions or bans; (b) Consumer product safety requirements for products containing button cell or coin batteries under Reese's Law (15 U.S.C. §2056e) and implementing regulations, including performance standards such as ANSI/UL 4200A and associated warning label and packaging requirements; and (c) Environmental, health, and safety regulations governing the manufacture, processing, distribution, use, or disposal of chemical substances. The specific regulations referenced in this Section 13.2 are illustrative and not exhaustive, and shall not be construed to limit Buyer's broader obligations under Section 13.1. Buyer assumes sole responsibility for monitoring changes to all Applicable Laws and ensuring that its Finished Goods remain compliant throughout the product lifecycle. Buyer's failure to comply with any Applicable Laws shall trigger the indemnification obligations set forth in Section 13.3.

13.3 Indemnification. Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or in connection with: (a) Buyer's failure to comply with any Applicable Laws; (b) Any claim that the Finished Goods (including any alleged failure to warn, defective design, or inadequate testing) violate Applicable Laws; (c) Any third-party claim for personal injury, property damage, or environmental contamination arising from Buyer's use of the Products or the Finished Goods, including but not limited to claims related to PFAS exposure or battery ingestion incidents; and (d) Any enforcement action, investigation, or penalty imposed by any governmental authority related to Buyer's Finished Goods.

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14. GOVERNING LAW; DISPUTE RESOLUTION

14.1 Governing Law: These Terms and any dispute arising hereunder shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.2 Dispute Resolution Hierarchy:

14.2.1 Executive Negotiation: In the event of any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first attempt to resolve the matter through good-faith negotiations between executives with settlement authority. The parties shall use commercially reasonable efforts to conclude such negotiations within thirty (30) days.

14.2.2 Mandatory Mediation: If the Dispute is not resolved within thirty (30) days of the initial meeting, the parties agree to submit the Dispute to non-binding mediation in Charlotte, North Carolina, administered by the American Arbitration Association (AAA) or another mutually agreed-upon service. Each party shall bear its own costs and an equal share of the mediator's fees.

14.2.3 Exclusive Jurisdiction: If mediation fails to resolve the Dispute within sixty (60) days after the commencement of mediation, either party may initiate legal action. Any such action shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts. Nothing in this Section shall prevent Seller from seeking temporary, preliminary, or permanent injunctive relief, or any other equitable remedy, in any court of competent jurisdiction to protect its rights.

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15. ASSIGNMENT

Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Seller.  Any purported assignment or delegation in violation of this Section is null and void.  No assignment or delegation relieves Buyer of any of its obligations under these Terms.

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16. RELATIONSHIP OF THE PARTIES

The relationship between the parties is that of independent contractors.  Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

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17. SEVERABILITY

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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18. MODIFICATION

No modification or waiver of these Terms shall be binding unless executed in writing by an authorized representative of Seller.

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19. NOTICES

All notices required under these Terms shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate in writing). Notices shall be deemed effective upon (a) personal delivery, (b) confirmed receipt if sent by email to an authorized representative, or (c) three (3) days after deposit in the U.S. mail, certified or registered, postage prepaid.

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20. DEFINITIONS

Capitalized terms used in these Terms shall have the meanings ascribed to them below. Terms defined elsewhere in these Terms shall have the meanings ascribed to them in the applicable Section.

20.1 "Acceptance" has the meaning set forth in Section 1.

20.2 "Agreed Specifications" has the meaning set forth in Section 6.1.

20.3 "Applicable Law" means all applicable federal, state, local, and foreign laws, statutes, regulations, rules, ordinances, codes, orders, decrees, and judgments of any Governmental Authority and industry standards.

20.4 "Buyer" has the meaning set forth in Section 1.

20.5 "Cancellation Fee" has the meaning set forth in Section 5.

20.6 "Confidential Information" has the meaning set forth in Section 10.

20.7 "Dispute" has the meaning set forth in Section 14.2.

20.8 "EXW" means Ex Works (Incoterms 2020).

20.9 "Finished Goods" has the meaning set forth in Section 13.1.

20.10 "Force Majeure Event" has the meaning set forth in Section 11.

20.11 "Governmental Authority" means any federal, state, local, or foreign government, any political subdivision thereof, or any governmental, quasi-governmental, regulatory, judicial, or administrative agency, authority, commission, board, or similar entity having jurisdiction over the performance under these Terms or otherwise over any party.

20.12 "Incoterms 2020" means the International Commercial Terms published by the International Chamber of Commerce as most recently updated.

20.13 "Intellectual Property Rights" means any and all current and future rights in copyrights, trade secrets, trademarks, service marks, trade dress, patents, design rights, mask works, and any other intellectual property rights that may exist anywhere in the world, in each case whether registered or unregistered, including all applications and registrations thereof.

20.14 "Order" means a purchase order or other request for Products submitted by Buyer to Seller.

20.15 "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority, or any other entity.

20.16 "Products" has the meaning set forth in Section 1.

20.17 "Recall" has the meaning set forth in Section 6.5.1.

20.18 "RMA" means Return Material Authorization, as described in Section 7.

20.19 "SDN List" means the Specially Designated Nationals and Blocked Persons List  maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC).

20.20 "Seller" has the meaning set forth in Section 1.

20.21 "Terms" means these General Terms and Conditions of Sale, as may be amended from time to time in accordance with Section 18.

20.22 "WIP" or "Work-in-Progress" means Products that are in the process of being manufactured but are not yet completed and ready for delivery.

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