General Purchase Terms and Conditions

These General Purchase Terms and Conditions (“GPTC”) are expressly incorporated into, and are material terms and conditions, of every purchase, whether for the purchase, lease, or rental of the goods or services (“Deliverables”), between Company and Supplier and may be accepted only in accordance with, and subject to, the terms and conditions hereof (“Terms”). Supplier is in privity of contract as to any Deliverable only with the Company entity ordering the Deliverable. The Company entity that orders the Deliverable is solely responsible for the obligations under this GPTC and does not create joint and several liability with respect to other Company entities. Supplier acknowledges it has read and agreed to this GPTC. Each purchase is subject to this GPTC.

1. Applicability. If Company and Supplier have previously entered into any master agreement (“MA”) or other written agreement(s) related in any manner to the Deliverables (“Other Agreement”), this GPTC is subject to the terms of that MA and Other Agreement. Unless otherwise expressly set forth in the MA, Other Agreement, or this GPTC, any conflict or inconsistency between the terms of the MA, the Other Agreement and this GPTC, will be resolved by giving governing precedence in the following order: the MA; the Other Agreement; and this GPTC. This GPTC, together with any applicable MA or Other Agreement constitutes the final and complete agreement of the parties with respect to this GPTC. The Terms prevail over, and expressly exclude, any of Supplier’s terms and conditions of sale and additional terms in Supplier’s acceptance or any other term or condition issued by Supplier in connection with this GPTC. Any additional or different terms proposed by Supplier are hereby rejected. The GPTC applies to any repaired or replacement Deliverables.
2. Delivery. Timely delivery of the Deliverables is of the essence. Supplier shall promptly report any delivery delays to Company. If Supplier fails to timely deliver the Deliverables in full Company has the right to terminate its order promptly by providing written notice to Supplier. If Supplier cannot or does not deliver the quantity of Deliverables ordered, Company has the right to reject all or any excess or partial quantities of Deliverables. Any such rejected Deliverables will be returned to Supplier at Supplier’s sole risk and expense. If Company does not reject the Deliverables and instead accepts the delivery of Deliverables at the increased or reduced quantity, the Price for the Deliverables shall be adjusted on a pro-rata basis. All Deliverables must be delivered to the address specified (the “Delivery Location”) during Company’s normal business hours.
3. Packaging. Unless otherwise specified by Company, all goods shall be suitably packed, marked and shipped by Supplier in accordance with industry standards and practices in a manner to ensure that the goods are delivered in an undamaged condition at lowest practical transportation costs. No packing or cartage charge is allowed.
4. Shipping Terms. If requested by Company, Supplier shall give written notice of shipment to Company when the goods are delivered to a carrier for transportation. Supplier shall promptly provide Company all shipping documents necessary to release the Deliverables to Company after Supplier delivers the Deliverables to the transportation carrier.
5. Title and Risk of Loss. Title and risk of loss to the Deliverables passes to Company upon acceptance of the Deliverables by Company.
6. Inspection and Rejection of Nonconforming Deliverables. Company, at its sole option, has the right to inspect all or a sample of the Deliverables, and has the right to reject all or any portion of the Deliverables if it determines the Deliverables are nonconforming or defective. Company’s failure to inspect shall not constitute a waiver of any of Company’s rights or remedies, or relieve Supplier of any of its obligations under this GPTC. Company’s inspection of Deliverables does not constitute acceptance of such Deliverables. If Company rejects any portion of the Deliverables, Company has the right, effective upon written notice to Supplier, to: a) rescind this GPTC in its entirety; b) accept the Deliverables at a mutually agreed price; or c) reject the Deliverables and require replacement of the rejected Deliverables. If Company requires replacement of the Deliverables, Supplier shall, at its expense, promptly replace the nonconforming Deliverables and pay for all related expenses and damages. If Supplier fails to timely deliver replacement Deliverables, Company may replace those Deliverables from a third party and charge Supplier the cost thereof and terminate the order for cause. Company shall have the right to conduct further inspections after Supplier has carried out its remedial actions.
7. Price. Unless otherwise established in an Other Agreement, the price of the Deliverables is established in one of the following ways, in order of precedence: a) in one or more electronic record(s) submitted by Supplier in accordance with the procedure set forth on Company’s Supplier Portal at www.chk.com/suppliers (“Price Book”); if no Price Book then, 2) the price set out in Supplier’s published price list in force at the time of the order and reflected on Supplier’s invoice, (the “Price”). If Supplier elects to establish rates using a Price Book, Supplier’s submission to Company of a Price Book constitutes an offer by Supplier and Company’s approval of the Price Book constitutes acceptance by Company. Supplier warrants that it has appropriate controls in place to ensure that the individual who submits the Price Book to Company has actual authority to contractually bind Supplier to the prices contained in the Price Book or is acting on the authority of such person. Upon Company’s acceptance, the new or modified rates become effective and any prior rates are void. The Price Book many only be used to establish pricing, and no other terms contained therein are incorporated into or otherwise modify this GPTC or related Other Agreement.
8. Taxes. Unless otherwise specified in an Other Agreement, the Price includes all transportation costs to the Delivery Location. Supplier’s prices must not include any sales, value added, use or other similar taxes. If such taxes are the legal liability of Company, and Supplier is required to collect and remit the tax on Company’s behalf, the taxes must be delineated as a separate line item denoting the type of tax being charged on each invoice. A tax that is the legal liability of Supplier may only be passed through to Company if the charge for the taxes has been expressly agreed to be paid by Company in a written pricing agreement signed by an officer of Company, or their duly authorized designee. If the parties have agreed to pass-through any tax to Company, the amount of the tax charged to Company must be calculated based on the proper taxable amount determined under Applicable Law. If the tax calculated under the Applicable Law is based on the price Supplier paid, then Company is only liable for the tax based on the actual amount Supplier paid. All charges for any such pass-through tax must be denoted as a pass-through tax on the applicable invoice. If Company provides a resale certificate, a direct pay permit, or an exemption certificate, Supplier shall calculate the amount of tax due based on the application of such certificate or permit. Company is not responsible for any additional sales, value added, use, or other similar taxes improperly charged because Supplier did not account for such certificate or permit in the calculation of such tax liability. If tax legislation is enacted or reinterpreted in a particular jurisdiction requiring Supplier to increase or adjust the taxes, duties or levies it collects on the Deliverables, the parties agree to meet in good faith to adjust invoices accordingly. If a party is required to remit or pay taxes that are the other party’s responsibility hereunder, the party responsible for such taxes shall promptly reimburse the other party for such taxes.
9. Invoicing and Payment. Supplier shall submit a complete and correct invoice electronically, as directed by Company, within 60 days following delivery/completion of the Deliverables. Company shall pay by ACH (or by credit card upon the agreement of Supplier) all properly invoiced amounts due to Supplier within 60 days after Company’s receipt of such invoice, except for any amounts disputed by Company in good faith. Company is not obligated to pay an invoice that is submitted more than 120 days following final delivery or completion of Deliverables (“Late Invoice”). Supplier may only amend or revise an invoice within 60 days from Company’s receipt of invoice solely to correct an inaccuracy (collectively “Revised Invoice”). Time calculation shall begin on the date a correct invoice in full compliance with the invoicing requirements herein is received by Company, and any resulting due date falling on a weekend or holiday shall move to next business day. Supplier shall continue performing its obligations under this GPTC notwithstanding any payment dispute. Company is not required to pay any invoice prior to Deliverables being delivered or completed and accepted. Supplier waives its right to payment for, and Company is forever discharged from any obligation related to a Late Invoice or an untimely submitted Revised Invoice. Any full or partial payment of a discharged invoice does not constitute a waiver of the discharged status of the invoice. If Deliverables are completed/delivered in multiple shipments or stages, Supplier shall submit multiple invoices corresponding with Deliverables delivered on such multiple delivery dates. All of Supplier’s invoices must be directed to the address specified on this GPTC and be accompanied by documentation supporting all amounts invoiced. Payment is not final acceptance of Deliverables nor is it a waiver by Company of any of its rights or remedies. Notwithstanding anything to the contrary contained herein, should Supplier submit an invoice containing line item pricing less than the Price, the Price is amended without the requirement of a formal amendment to the lowest price. Invoices that include an attached field ticket signed by an authorized representative of Company does not validate pricing. Company has the right to deduct any amount owed to Company by Supplier from any amount owed to Supplier by Company.
10. Warranty. In addition to any goods, products, or equipment specific warranty provided by Supplier, Supplier provides the additional warranties contained in this GPTC and all such warranties apply notwithstanding any other available remedy. Unless otherwise specified herein, Supplier warrants to Company for a period of 24 months from the Delivery Date that all Deliverables will: a) conform to any agreed specifications; b) be new, or like new, except for leased or rented equipment; c) be merchantable; be in strict conformity with accepted industry standards and practices; d) be suitable for the purpose for which they are ordinarily employed or purposed intended by Company disclosed to Supplier in advance; e) be free from defects in design, materials, performance, operation, and workmanship; be free and clear of all liens, security interests, or other encumbrances (except for those Deliverables leased or rented to Company); f) for leased or rented equipment, except misuse by Company, be in good working condition; g) and, not infringe or misappropriate any third party’s patent or intellectual property rights. Unless expressly set forth in this GPTC, the MA, or Other Agreement, Supplier shall, at its own expense, remediate, remove, replace, repair, re-perform or correct (“Correction”), at Company’s election, the nonconforming Deliverables and pay for all related expenses and any damages resulting therefrom. Should Supplier fail to commence preparation for or the Correction of any such nonconforming Deliverable within 24 hours of notice by Company, Company shall have the right to perform the Correction itself or to have the Correction conducted by a third party on an expedited basis. Supplier shall be responsible for all costs of such Correction. Any Correction pursuant to this section shall be subject to the same warranties and remedies contained herein. In lieu of the remedies provided in this section, Company may elect to have Supplier reimburse it for the reasonable costs of the Correction. If Supplier is not the manufacturer of goods or equipment sold or otherwise furnished to Company (excluding those that are leased or rented to Company), Supplier will obtain when possible assignable warranties for such goods or equipment, from its subcontractors and suppliers, which it will assign to Company. If such warranties are non-assignable, Company shall be deemed subrogated to Supplier’s rights thereunder.
11. General Indemnification. Unless otherwise provided for in an MA and without altering any of the obligations thereunder, Supplier shall, at its expense, defend, indemnify, protect, and hold harmless (collectively “Indemnify”) Company, Company’s parent company, its and their subsidiaries, affiliates, successors and assigns, and its and their respective directors, officers, shareholders, members, employees, customers, invitees, contractors (of any tier other than Supplier or Supplier’s subcontractors), landowners, partners, subrogees, subrogors, agents, successors-in-interest, insurers, working interest owner(s), or non-operator(s) for whom Company is obligated to perform services (collectively, “Indemnitees”) from and against any and all loss, injury, death, damage, liability, claim, suit, deficiency, action, judgment, interest, award, penalty, fine, and expense, including reasonable attorney and professional fees and costs, and all other damages whatsoever (collectively, “Losses”) arising out of or occurring in connection with: a) Supplier or its personnel, agents, invitees, or subcontractors (of any tier), or its and their respective personnel, agents, invitees, or subcontractors (of any tier) (collectively “Supplier Group”) obligations, performance, or breach of this GPTC; or b) Supplier Group’s negligence or willful misconduct. Supplier will not enter any resolution or settlement of Losses with another party without Company’s prior written consent.
12. Company Locations and Indemnification. In the event Supplier is required or requested to enter any location that is owned, leased, operated, or under the control of Company (“Company Location”) by Company or any other Indemnitee, Supplier shall, at its expense, Indemnify any and all Indemnitees against any and all Losses incurred by any and all Indemnitees arising out of or in connection with any member of Supplier Group’s presence on the Company Location. Supplier agrees and warrants that no member of Supplier Group will enter a Company Location other than Company’s corporate or field office buildings and grounds or commercial (non-oilfield) properties unless Supplier has a valid and existing MA containing knock-for-knock (mutual) indemnity provisions allocating risk. Supplier will not enter any resolution or settlement of Losses with another party without Company’s prior written consent.
13. Liens. Supplier shall pay when due all its obligations to third parties incurred in connection with the Deliverables and shall keep Company’s property free and clear of all liens and other encumbrances arising out of this GPTC. If Supplier breaches this obligation, then, in addition to any other rights which Company may have against Supplier, Company may withhold payment from Supplier until sufficient funds have been withheld to satisfy such obligations or to cause the release of such liens or other encumbrances.
14. Company’s Materials and Equipment. Any materials or equipment furnished by Company in connection with this GPTC shall be deemed as held by Supplier in trust for application to this GPTC and without transfer of any interest for such materials and equipment to Supplier. Company supplied materials or equipment, while in Supplier’s custody or control shall be: a) held at Supplier’s risk; b) kept insured by Supplier at Supplier’s expense in an amount equal to the replacement cost with loss payable to Company; and c) immediately returned to Company upon Company’s request, in which event Supplier shall redeliver to Company in the same condition as originally received by Supplier, normal wear and tear excepted.
15. Subcontractors. Supplier is liable to Company for all acts, omissions, and defaults of Supplier’s subcontractors, of any tier, and such subcontractor’s personnel, agents, and invitees (collectively, “Supplier’s Subcontractors”) arising out of or related to this GPTC to the same extents as if they were the acts, omissions, and defaults of Supplier. Supplier agrees to provide a list of all subcontractors providing the Deliverables under this GPTC, at Company’s request. Supplier shall require applicable Supplier’s Subcontractors to comply with this GPTC.
16. Compliance with Laws. Supplier shall comply, and shall require all applicable members of Supplier Group to comply, with all federal, state, or local laws, rules, codes, regulations, ordinances, decrees, standards, sanctions, and interpretation (“Applicable Law”) that are applicable to its and their performance of this GPTC. Supplier warrants no member of Supplier Group providing Deliverables under this GPTC: (a) is an individual or entity (“Person”) that is, or is owned or controlled by, a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. State Department, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, has a place of business, operated, organized, or resident in a country or territory that is, or whose government is, the subject of Sanctions; and (b) is engaged in any transactions, or other business dealings, directly or indirectly, that are otherwise in violation of any Sanctions or other Applicable Laws. Neither Supplier, nor to its knowledge, any of its directors, officers, agents, employees, independent contractors or other representatives, and any other person associated with or acting for or on behalf of the Supplier, has, directly or indirectly, in connection with the conduct of any activity of Supplier violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq. (“FCPA”), the United Kingdom Bribery Act of 2010 (the “Bribery Act”) or any other anti-corruption or anti-bribery laws that are applicable. To the extent not exempt, Supplier represents and warrants it shall comply with and shall require all applicable members of Supplier Group to comply with the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. In addition, Supplier will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. Any provision of any Applicable Law that is required to be a part of this GPTC by virtue of any such Applicable Law is incorporated herein by reference. Supplier shall notify Company if it becomes aware of any non-compliance with Applicable Law by any member of Supplier Group. If Supplier violates any Applicable Law, Supplier agrees to defend, indemnify, protect, and hold harmless Indemnitees for any fines, penalties, costs, expenses, and attorney fees that the Company incurs or pays because of the violation.
17. Permits. Supplier shall obtain and maintain at its sole expense, all permits, licenses, and certifications required by Applicable Law in Supplier’s, or the applicable Supplier Subcontractor’s, name unless otherwise instructed by Company or required by Applicable Law. If a permit, license, or certification is required for Work, but the applicable authority denies its issuance, Supplier must promptly notify Company and shall not commence work until resolved.
18. Compliance with Supplier Code of Conduct and other Company Requirements. Supplier shall comply, in all respects, with Company’s Supplier Code of Conduct and all other applicable Company policies, procedures, and other requirements, which Company posts at its work sites, provides to Supplier in writing, or makes available for download on its Supplier Relations web page at http://www.chk.com/suppliers. Supplier is responsible for all costs associated with complying with applicable Company policies, procedures, and other requirements, and Supplier is not entitled to reimbursement for such costs.
19. Health, Safety, and the Environment. Supplier shall perform any services included in the Deliverables in a safe and conscientious manner, taking all reasonable and necessary actions in accordance with industry practices, to protect people, property, and the environment. Supplier shall provide Company with prior written notice of any hazardous materials proposed to be used in services, and usage of such hazardous materials is subject to Company’s consent. Supplier shall not discharge or release hazardous material to the environment in the course of performing services. Supplier shall be solely responsible for any such discharge or release and any damages related thereto. Company has the right to suspend services for so long as necessary to prevent or stop violations of any health, safety, and environmental policies/procedures or Applicable Law by Supplier, Supplier Subcontractors, and its and their employees or representatives.
20. Insurance. Except as otherwise agreed by the parties in a related MA or Other Agreement, to the extent that this GPTC provides for the Supplier to perform services on, or be present on, any location owned, leased, operated, or under the control of Company, Supplier shall obtain and maintain throughout the term of its presence, at Supplier’s sole expense and with an insurance company reasonably satisfactory to Company and authorized to do business in the jurisdiction in which the services are to be performed, insurance coverage of the types and in the minimum amounts as follows: Worker’s Compensation in compliance with the Applicable Law of each jurisdiction affected by this GPTC; Commercial General Liability (including product liability)-$1,000,000 for each occurrence; and, if the Supplier will use or provide for use of motor vehicles in providing or performing this GPTC, automobile (motor vehicle) insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles-$500,000. Additionally, Supplier shall: cause Company, which shall include its parent and all its subsidiaries and affiliates, to be named as an additional insured under all of Supplier’s insurance policies with the exception of Workers’ Compensation; provide a waiver of subrogation in favor of Company, which shall include its parent and all its subsidiaries and affiliates, under all policies; and, upon request, provide Company with certificates of insurance evidencing the requirements contained herein. If Supplier hires a subcontractor to provide any or a portion of such services, then Supplier warrants that, as a part of the subcontract, the subcontractor shall obtain and maintain the same insurance coverage of the types and limits as required of Supplier, and meet all other requirements of this section applicable thereto. The limits set forth are minimum limits and will not be construed to limit Supplier’s liability.
21. Termination. Company may terminate this GPTC, in whole or part, at any time with or without cause on 10 days’ prior notice to Supplier. Company may terminate this GPTC immediately upon notice to the Supplier, either before or after the acceptance of the Deliverables, if Supplier has not performed or complied with any of these Terms, in whole or in part. If Company terminates this GPTC for any reason, Supplier’s sole and exclusive remedy is payment for conforming Deliverables received and accepted by Company prior to the termination; and, if terminated for convenience, additionally, the reasonable costs actually incurred by Supplier as a direct result of termination by Company for non-cancellable or non-terminable charges directly related to the Deliverables. In no event, will Company’s liability for termination exceed the amount that would otherwise be payable to Supplier under this GPTC in the absence of termination, and Company will not be liable for lost profits.
22. Audit. Company has the right to inspect and audit at all reasonable times Supplier’s accounts and records relating to the Deliverables or Supplier’s performance under and compliance with this GPTC, and Supplier’s data security practices, policies, and related procedures. Such right shall continue for a period of 24 months following the delivery and acceptance of the Deliverables by Company. Supplier shall obtain a similar right to permit Company to inspect and audit the accounts and records of any subcontractor.
23. Limitation of Action. Any action by Supplier against Company arising out of or related to this GPTC must be commenced within one year after the cause of action has accrued, or to the shortest duration allowed by law.
24. Waiver. No failure of a party to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this GPTC will operate or be construed as a waiver of any other right, remedy, power, or privilege.
25. Amendment and Modification. Amendments or modifications to this GPTC must be expressly authorized in writing by Company.
26. Confidential Information. All specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, rebates, or other information, data, or material, regardless of form, disclosed by Company to Supplier, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this GPTC (collectively, “Confidential Information”) is confidential, solely for the use of performing this GPTC and may not otherwise be disclosed or copied unless authorized by Company in writing. Upon Company’s request, Supplier shall promptly return all Confidential Information. Company shall be entitled to injunctive relief for any violation of this section. This section and related obligations do not apply to information, data, or material that is: in the public domain; known to Supplier at the time of disclosure; or rightfully obtained by Supplier on a non-confidential basis from a third party. If Supplier suspects, discovers, or receives notification of a data security incident, potential breach of security or privacy, or unauthorized use relating in any manner to Company’s Confidential Information or Supplier’s data storage systems where Company’s Confidential Information may be stored (collectively, “Incident”), Supplier shall notify Company of such Incident within 24 hours of the suspicion, discovery, or notification. Supplier shall promptly investigate the Incident, inform Company of the results of the investigation, and assist Company in maintaining the confidentiality of Company’s Confidential Information. Supplier must reasonably assist Company in remedying any Incident, and provide Company with any assistance necessary to comply with any federal, state, or local laws applicable because of the Incident. Supplier shall reimburse Company for all expenses, costs, attorneys’ fees, fines, penalties, and damages incurred relating to the Incident. Notice of an Incident must be given in accordance with the Notice provision of this GPTC with a copy to Legal@chk.com.
27. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under this GPTC to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event”). Supplier’s economic hardship or changes in market conditions are not considered Force Majeure Events. The parties shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this GPTC. If a Force Majeure Event prevents Supplier from carrying out its obligations under this GPTC for a continuous period of more than 10 business days, Company may terminate this GPTC immediately by giving written notice to Supplier. Supplier’s performance will not be excused where alternate sources of supply are available.
28. Assignment. Supplier shall not assign or transfer any of its rights or obligations under this GPTC without the prior written consent of Company. Company may assign, delegate, or transfer any or all rights, duties, or obligations under this GPTC. This GPTC is binding upon and inures to the benefit of the respective successors and permitted assigns of the parties hereto.
29. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this GPTC can 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 has authority to contract for or bind the other party in any manner. No relationship of exclusivity will be construed from this GPTC.
30. No Third-Party Beneficiaries. Except to the extent a non-party is expressly given rights herein, any obligation or assumption, expressed or implied, contained in this GPTC, is only for the benefit of the parties and their respective legal representatives, successors, and assigns, and such obligations and assumptions will not inure to the benefit of any non-party.
31. Governing Law. All matters arising out of or relating to this GPTC are governed by and construed in accordance with the laws of the State of Oklahoma, without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction.
32. Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this GPTC must be instituted in the federal courts or state courts of the State of Oklahoma in each case located in the City of Oklahoma City and County of Oklahoma, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
33. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing, and addressed to the receiving party at the address set forth on the face of this GPTC or to such other address that may be designated by the receiving party in writing. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this GPTC, a Notice is effective only upon receipt by the receiving party and only if the party giving the Notice has complied with the requirements of this section.
34. Severability. If any term of this GPTC is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term of this GPTC, or invalidate or render unenforceable such provision in any other jurisdiction.
35. Survival. Any provision of this GPTC will survive the termination or expiration of this GPTC if: it imposes an obligation after termination of expiration of this GPTC; it must survive to fulfill its essential purpose; or it would by its nature or context be intended to survive the termination or expiration.

11/30/2022