Purchase Order Terms and Conditions
AmpHP, Inc. d/b/a Momentous

Effective Date September 20 2026   |   Version 1.0

These Purchase Order Terms and Conditions govern each purchase order issued by AmpHP, Inc. d/b/a Momentous ("Momentous") for ingredients, raw materials, components, finished goods, manufacturing, packaging, testing, storage, logistics, or related services. They are incorporated into a purchase order when the purchase order references these Terms or the webpage on which they are published. 

Supplier acceptance is expressly limited to the purchase order and these Terms. Momentous rejects any additional or different terms in a quotation, acknowledgment, invoice, website, portal, bill of lading, or other Supplier document unless an authorized Momentous representative expressly accepts them in a signed writing.

Order framework

1  Definitions. "Supplier" means the person or entity identified as the supplier on the applicable purchase order. "PO" means the applicable Momentous purchase order, including its attachments and referenced specifications. "Products" means all goods, materials, ingredients, components, packaging, labels, work in process, finished goods, and related deliverables covered by a PO. "Nonconforming Product" means any Product that fails to comply with the PO, these Terms, the Specifications, the Quality Agreement, an approved sample, Applicable Law, or any Supplier warranty. "Services" means all manufacturing, testing, packaging, storage, transportation, and other services covered by a PO. "Specifications" means all formulas, bills of materials, drawings, artwork, instructions, test methods, approved samples, quality requirements, facility or country-of-origin requirements, and other specifications stated in or referenced by the PO, as approved in writing by Momentous. "Quality Agreement" means any written quality agreement between the parties applicable to the Products or Services. "Applicable Law" includes all applicable laws, rules, regulations, orders, permits, industry requirements expressly stated in the PO or Specifications, and current good manufacturing practices applicable to the Products or Services.

2  Offer and acceptance. Each PO is Momentous' offer to purchase and is not an acceptance of any Supplier quotation or proposal. Supplier accepts the PO by the earliest of: (a) written acknowledgment; (b) beginning performance; (c) ordering PO-specific materials; (d) shipping any Product; or (e) failing to reject the PO in writing within five business days after receipt. A rejection must identify the PO and explain each reason for rejection. Acceptance is limited to the PO and these Terms. Supplier's additional or different terms are material alterations, are objected to, and do not become part of the parties' agreement. Momentous may cancel or suspend any PO received by Supplier in the event that (i) Supplier fails to timely ship the Products, or any portion thereof, by the date set forth in the applicable PO, (ii) Momentous reasonably determines that Supplier cannot provide the Products set forth in a PO in conformance with (a) Applicable Law, (b) the Specifications and/or (c) the applicable PO and these Terms or (iii) Supplier otherwise fails to comply with the applicable PO and these Terms. In addition, Momentous may also cancel, change or otherwise modify a PO until such time as Supplier has commenced work on the applicable PO.

3  Order of precedence. If documents conflict, the following order controls: (a) a signed master supply, manufacturing, quality, confidentiality, intellectual property, or other agreement between the parties, but only to the extent it expressly governs the subject and conflicts with a lower-ranking document; (b) the face of the PO and its attachments; and (c) these Terms. A PO does not amend a signed agreement unless the PO identifies the provision being amended and is signed by authorized representatives of both parties. Supplier's documents never control unless expressly accepted in a signed writing by Momentous.

4  Changes and cancellation. Momentous may direct reasonable changes to quantities, delivery dates, destination, routing, Specifications, packaging, labeling, testing, or Services. Supplier shall promptly implement the change and, before incurring additional cost or delay, provide written supporting detail. No price or schedule adjustment is effective without Momentous' prior written approval. Momentous may cancel or suspend all or part of a PO immediately if Supplier is late, is reasonably expected to be late, supplies or is reasonably expected to supply Nonconforming Products, violates Applicable Law, breaches the PO, or experiences an event that threatens supply, quality, safety, or Momentous' reputation. Momentous may also cancel for convenience. For a convenience cancellation after acceptance, Momentous' sole obligation is to reimburse reasonable, documented, noncancelable costs for conforming PO-specific work in process and materials that Supplier incurred before receiving notice, but only to the extent those costs were authorized by the PO, cannot reasonably be mitigated or used for other customers, and do not include lost profits, overhead absorption, cancellation charges, or finished goods produced ahead of the authorized schedule. Supplier shall stop work, mitigate costs, and transfer paid-for materials and work in process as directed by Momentous.

Commercial terms and delivery

5  Price. The PO price is firm, fixed, and inclusive of all costs necessary to supply the Products and Services, including labor, overhead, ordinary testing, packaging, labeling, storage, handling, insurance, duties, tariffs, brokerage, and taxes other than separately stated sales or use taxes that Momentous is legally required to pay. If no price is specified in a PO, the applicable price will be (a) the price set out in Supplier’s published price list in effect as of the date of the PO, or (b) the price last quoted or billed by Supplier at the prevailing market price, whichever is lower. Supplier may not impose a surcharge or increase the price of an accepted PO without Momentous' prior written approval. Supplier represents that the price is no less favorable than the price offered to similarly situated customers purchasing substantially similar products and volumes on substantially similar terms. In the event Supplier reduces its prices for such products prior to accepting the PO or during the term of performance of the PO, Supplier agrees to reduce the price charged to Momentous accordingly. Supplier shall promptly pass through to Momentous any reduction in duties, tariffs, raw-material costs, rebates, or other cost elements specifically included in the price when the PO or a signed agreement provides for index-based or pass-through pricing.

6  Invoices and payment. All invoices and payments under the applicable PO shall be denominated in U.S. dollars. Supplier may invoice only after delivery of the applicable Products and completion of the applicable Services, unless the PO states otherwise. Each accurate invoice must include the PO number, Supplier name, item and lot numbers, quantities, unit prices, delivery date and location, and any supporting documents required by the PO. Unless the PO or a signed agreement states otherwise, payment terms are net 60 days from Momentous' receipt of both a correct invoice and the corresponding conforming Products and required documentation. Momentous may dispute or withhold only the disputed portion and may set off amounts Supplier owes Momentous. Payment does not constitute acceptance and does not waive any right or remedy. Supplier shall not invoice early, duplicate an invoice, or assign an invoice without Momentous' written consent. Good faith billing disputes shall not be cause for Supplier’s nonperformance. Supplier shall continue performing its obligations under the PO notwithstanding any such good faith dispute.

7  Delivery. Time is of the essence. Supplier shall notify Momentous immediately of any actual or anticipated delay, state the cause and expected duration, and provide a written recovery plan. Notice does not excuse performance. Supplier shall use commercially reasonable efforts, including premium freight at Supplier's cost when the delay is attributable to Supplier, to meet the required delivery date. Momentous may reject, return, or store unauthorized early, excess, or partial deliveries at Supplier's risk and expense and may obtain substitute supply. Supplier is responsible for reasonable incremental cover, rework, sorting, expedited freight, retailer chargebacks, testing, storage, disposal, and other direct costs caused by Supplier's delay or failure.

8  Packaging, shipping, and documents. Supplier shall package, label, mark, palletize, and ship Products in accordance with the PO, Specifications, routing instructions, Applicable Law, and good commercial practice so the Products arrive undamaged and uncontaminated. Each shipment must include the PO number, item number, lot or batch number, quantity, manufacturing date, expiration date where applicable, country of origin, packing list, and any other required records. For ingredients, raw materials, and finished goods, each lot must be accompanied by a certificate of analysis. For packaging materials, components, and other non-ingestible items, each lot must be accompanied by a certificate of conformance. Supplier shall not combine different lots without Momentous' written approval. Supplier is responsible for loss, damage, contamination, detention, demurrage, or added cost caused by deficient packaging, labeling, documentation, or routing

9  Title and risk of loss. Unless the PO states a specific Incoterm, all deliveries will be made FOB to the address specified in the PO, and title and risk of loss pass to Momentous only upon delivery and receipt at such destination. If Momentous or its designated carrier arranges pickup, title and risk of loss pass when the carrier takes physical possession at the agreed pickup location. For Products stored by Supplier after completion, title passes to Momentous only to the extent Momentous has paid for the identified Products, and Supplier shall segregate, identify, insure, and protect them as Momentous property; risk of loss remains with Supplier until physical handoff under this Section. Passage of title or risk does not constitute acceptance.

Product and quality requirements

10  General performance standard. Supplier shall provide all Products and Services strictly in accordance with the PO, Specifications, Quality Agreement, approved samples, Applicable Law, and Supplier's approved standard operating procedures. Services shall be performed in a professional and workmanlike manner by trained, qualified personnel. Products intended for human consumption shall be wholesome, merchantable, fit for their intended purpose, and free from defects, adulteration, contamination, misbranding, undeclared allergens, prohibited substances (as defined by the World Anti-Doping Agency (“WADA”) Prohibited List and the NSF International (“NSF”) Certified for Sport banned substances list), and liens or encumbrances. Supplier shall disclose to Momentous in writing, before accepting a PO and promptly upon any change, whether any substance listed on the WADA Prohibited List or the NSF Certified for Sport banned substances list is manufactured, processed, stored, or otherwise handled at any facility used to produce, package, or store Products for Momentous, together with the controls in place to prevent cross-contamination. Supplier shall maintain all registrations, licenses, permits, certifications, and approvals required to perform the PO.

11  Dietary supplement and food compliance. To the extent applicable, Supplier shall comply with the Federal Food, Drug, and Cosmetic Act, the Food Safety Modernization Act, 21 C.F.R. Parts 11, 101, 111 and 117, Prop 65, and all other applicable FDA, USDA, import, export, environmental, labor, health, safety, consumer-protection, and product requirements. Supplier shall not use forced labor, child labor, counterfeit materials, or materials sourced in violation of Applicable Law, including the Uyghur Forced Labor Prevention Act (Pub. L. 117-78). Compliance with Applicable Law is a minimum requirement and does not reduce any stricter PO, Specification, certification, or Quality Agreement requirement.

12  Requirements for ingredient and material suppliers. For ingredients, raw materials, components, or packaging, Supplier shall: (a) source and produce only from the manufacturer, facility, process, country of origin, and supply chain approved in writing by Momentous; (b) make no substitution, commingling, relabeling, reprocessing, or change in source without prior written approval; (c) maintain identity and lot traceability from original manufacturer through final delivery; (d) provide complete and accurate original-manufacturer and Supplier certificates of analysis and requested supply-chain records; (e) preserve required transport and storage conditions; and (f) deliver to Momentous or any co-manufacturer, warehouse, laboratory, or other consignee designated in the PO. The acts and omissions of an upstream manufacturer, broker, warehouse, carrier, laboratory, or subcontractor do not relieve Supplier of responsibility.

13  Requirements for co-manufacturers. For finished goods or co-manufacturing Services, Supplier shall: (a) manufacture, test, package, label, store, and release Products only at facilities approved in writing by Momentous; (b) use only the approved formula, bill of materials, master manufacturing record, components, processes, suppliers, test methods, artwork, and labels; (c) reconcile materials and yields and promptly investigate material variances, deviations, out-of-specification results, and discrepancies; (d) provide complete batch, packaging, testing, and release records upon request; (e) hold adequate reserve samples in accordance with 21 CFR 111.83 and Applicable Law and the Quality Agreement and provide representative samples promptly upon request; and (f) not overproduce, sell, transfer, destroy, or otherwise dispose of Momentous-branded or custom Products, labels, packaging, work in process, or excess materials except as Momentous directs in writing.

14  Change control. Supplier shall provide written notice sufficiently in advance, and in no event less than 90 days before implementation, of any proposed change that may affect a Product, Service, Specification, quality, regulatory status, certification, safety, efficacy, identity, purity, strength, composition, performance, appearance, label claim, shelf life, cost, capacity, lead time, country of origin, manufacturing site, equipment, process, test method, raw-material source, subcontractor, or supply chain. Supplier shall not implement the change without Momentous' prior written approval. Emergency changes require immediate notice and written approval before affected Product is shipped. Supplier shall bear validation, testing, disposition, and other costs resulting from an unapproved change. Product made under an unapproved change is automatically Nonconforming Product.

15  Testing certificates and release. Supplier shall perform all testing required by the PO, Specifications, Quality Agreement, Applicable Law, and its ordinary quality system at its cost using an ISO/IEC 17025 accredited laboratory. A complete and accurate certificate of analysis (“CoA”) and all required release documents must accompany each lot. Each CoA must include, at a minimum, completed active ingredient testing with reported results and the analytical method used for each test. All active ingredient testing must be performed by a laboratory accredited under ISO/IEC 17025 (or a successor standard). No Product may ship before Supplier quality release and any required Momentous release (including both NSF and CoA approvals) unless asked in writing by Momentous. Momentous may conduct or require independent testing or inspection at any time. If a Product fails or Supplier's result is inaccurate or incomplete, Supplier shall reimburse reasonable investigation, sampling, testing, quarantine, and disposition costs. No test, inspection, approval, release, payment, or failure to inspect by Momentous limits Supplier's warranties or responsibility.

16  Records, audits, and regulatory matters. Supplier shall maintain complete, accurate, contemporaneous, and readily retrievable records relating to Products and Services for the longer of: (a) the period required by Applicable Law or the Quality Agreement; (b) the Product shelf life plus two years; or (c) seven years after delivery. On reasonable notice, Momentous and its representatives may audit relevant facilities, quality systems, records, inventory, and supply-chain controls; no advance notice is required for a for-cause audit involving a material quality, safety, data-integrity, regulatory, or compliance concern. Supplier shall promptly correct findings at its cost. Supplier shall notify Momentous within 24 hours of any inspection, warning, import alert, Form 483, enforcement action, suspension, certification loss, data-integrity concern, or other governmental or certifying-body matter that affects or could reasonably affect the Products, Services, facility, or Supplier's performance, and shall provide related correspondence and corrective-action information to the extent legally permitted.

Inspection warranties and remedies

17  Inspection and rejection. Momentous may inspect Products after delivery and may reject any Nonconforming Product. If Momentous rejects any portion of the Products, Momentous has the right, effective upon written notice to Supplier, to: (a) rescind the PO in its entirety; (b) accept the defective or Nonconforming Products at a reasonably reduced price; or (c) reject the Nonconforming Products and exercise the remedies set forth in Section 19. For a defect reasonably discoverable on initial inspection, Momentous will use commercially reasonable efforts to notify Supplier within 30 days after receipt. For a latent defect, stability failure, regulatory defect, data-integrity issue, adulteration, misbranding, contamination, or other defect not reasonably discoverable on initial inspection, Momentous may reject at any time during the applicable shelf life or warranty period and will notify Supplier within 30 days after discovery. Acceptance, use, resale, processing, testing, payment, or passage of title does not waive a latent defect or Supplier's warranties.

18  Supplier warranties. Supplier represents, warrants, and covenants that: (a) it has authority to accept and perform each PO; (b) all Products are new, authentic, merchantable, of good quality, free from defects and contaminants, fit for their intended purpose, and conform to all PO requirements; (c) Products and Services comply with Applicable Law and are not adulterated or misbranded; (d) all statements, certificates, test results, lot identifiers, chain-of-custody records, and other documents are complete, accurate, and not misleading; (e) Supplier has good title and transfers Products free of liens and encumbrances; (f) Products and Supplier-provided materials or processes do not infringe or misappropriate third-party rights; (g) Supplier will not make unauthorized changes or use unauthorized facilities or subcontractors; (h) Products will remain conforming through their stated expiration or retest date when stored and handled as specified; (i) Products will be produced in a manner such that Momentous will legally be permitted to advertise them in accordance with Momentous’ product claims and any quality, certification, and sustainability requirements as directed by Momentous; and (j) Supplier shall maintain and, upon request, promptly provide to Momentous current documentation (including third-party test results, certifications, supplier declarations, and audit reports) substantiating any product claim status that Momentous relies on, such as allergen-free, vegan, non-GMO, organic, kosher, halal, or gluten-free status. These warranties are cumulative, survive inspection, acceptance, payment, resale, and termination, and extend to Momentous, its affiliates, customers, and consumers.

19  Remedies for nonconformance. At Momentous' election and without limiting other remedies, Supplier shall promptly: (a) replace or reperform the affected Products or Services at Supplier's expense and on a schedule acceptable to Momentous; (b) refund or credit all amounts paid; or (c) reimburse Momentous for reasonable costs and losses resulting from the nonconformance. Supplier shall bear all costs of quarantine, inspection, investigation, testing, sorting, rework, replacement, destruction, disposal, storage, freight, customer or retailer charges, and cover attributable to Supplier. Momentous may destroy or return rejected Product as it reasonably determines appropriate after giving Supplier a reasonable opportunity to inspect, unless immediate action is required for safety, regulatory, customer, or storage reasons. Supplier's reimbursement, replacement, or credit is not an exclusive remedy.

Safety complaints and recalls

20  Immediate notifications. Supplier shall notify Momentous in writing within 24 hours after learning of: (a) any actual or suspected adverse event, illness, injury, product complaint, contamination, tampering, counterfeiting, theft or diversion, specification failure, out-of-specification or atypical result, data-integrity issue, or labeling or packaging error involving a Product; (b) any circumstance that may require a market withdrawal, stock recovery, safety communication, or recall; or (c) any actual or threatened governmental seizure, detention, import refusal, investigation, or enforcement action affecting a Product. Supplier shall preserve evidence, segregate affected inventory, stop shipment when appropriate, investigate promptly, and provide ongoing written updates and requested records. Supplier shall not contact consumers, customers, retailers, regulators, or the public about a Momentous Product without Momentous' approval unless Applicable Law requires it, in which case Supplier shall give advance notice where legally permitted.

21  Recall authority and costs. Momentous has sole authority to decide whether and how to conduct any recall, market withdrawal, stock recovery, field action, safety communication, or other corrective action involving a Momentous Product, subject to Applicable Law. Supplier shall fully cooperate, provide traceability and distribution information immediately, support the investigation, and execute Momentous's instructions. Momentous may conduct routine mock recalls at any time to test recall readiness, and Supplier shall participate in each mock recall with the same urgency, responsiveness, and completeness as a live recall, including providing traceability data, distribution records, and lot-specific information within the timeframes specified by Momentous. Supplier shall bear and reimburse all reasonable costs, expenses, damages, fines, penalties, customer deductions, refunds, credits, replacement costs, freight, storage, testing, notification, destruction, legal fees, and third-party claims to the extent the action results from Supplier's breach, negligence, willful misconduct, Nonconforming Product, inaccurate records, or failure to comply with Applicable Law. Cost allocation does not delay action needed to protect consumers or comply with law.

22  Complaint investigation and corrective action. When Momentous refers a complaint, adverse event, or quality concern involving a Product, Supplier shall: (a) acknowledge receipt within 24 hours for any complaint involving an actual or suspected serious adverse event, illness, injury, or safety concern, and within five business days for all other complaints; (b) immediately preserve all relevant evidence, including batch records, reserve samples, and production data, and segregate suspect inventory; (c) provide an initial assessment, including batch record review and any immediate containment actions, within three business days for safety-related complaints and ten business days for all others; (d) complete a documented investigation, including root-cause analysis, impact assessment on other lots, and testing of reserve samples where appropriate, and deliver a written report with corrective and preventive actions within 30 days, or, if more time is reasonably required, provide written interim updates at least every 15 days until the investigation is complete; (e) implement approved corrective and preventive actions on the agreed schedule and verify their effectiveness; and (f) provide complaint and corrective-action trend data upon request. Momentous may participate in or direct any investigation involving a safety concern, regulatory issue, or potential recall. Supplier shall bear all investigation and testing costs to the extent the complaint relates to a Product supplied by Supplier, regardless of whether the complaint is ultimately confirmed as attributable to Supplier.

Momentous property and information

23  Momentous materials and property. All ingredients, components, tooling, equipment, artwork, labels, packaging, documents, data, and other property furnished or paid for by Momentous ("Momentous Property") remain Momentous's exclusive property. Supplier shall clearly identify and segregate Momentous Property, use it only to perform POs, maintain accurate inventory records, protect it from loss, damage, liens, or unauthorized use, and return or transfer it promptly on request. Supplier bears risk of loss while Momentous Property is in Supplier's possession or control, except for ordinary consumption expressly authorized by the PO. Supplier shall not withhold Momentous Property because of a payment dispute.

24  Intellectual property. Momentous owns all formulas, product and material specifications, bills of materials, designs, trade secrets, trademarks, trade names, trade dress, copyrights, logos, branding, labels, artwork, data, and other intellectual property supplied by or developed specifically for Momentous ("Momentous IP"). To the extent any deliverable, development, improvement, modification, work product, or custom formula created in performing a PO incorporates, derives from, or is specifically created for Momentous IP or a Momentous Product, Supplier hereby assigns to Momentous all right, title, and interest in it and shall execute documents reasonably requested to confirm ownership. Supplier retains its pre-existing general manufacturing processes and know-how that do not incorporate or disclose Momentous IP. Supplier receives only a limited, nonexclusive, nontransferable, revocable right to use Momentous IP solely to perform accepted POs and may not use it for another customer or purpose. Supplier shall, without cost to Momentous, grant Momentous and its affiliates an irrevocable license to use any of Supplier’s intellectual property necessary to use, possess, or sell the Products and/or receive the Services. Supplier may not use the name, logos, service marks, or trademarks of Momentous without Momentous’ prior written consent, which may be withheld in Momentous’ sole discretion or, if given, may be revoked by Momentous at any time with or without cause.

25  Confidentiality and publicity. Each party shall protect the other party's nonpublic business, technical, commercial, and financial information, including the terms of any PO and these Terms, that is disclosed in connection with a PO or these Terms, whether or not marked as confidential (“Confidential Information”), using at least reasonable care, use it only to perform or administer POs, and disclose it only to personnel and approved subcontractors who need to know and are bound by written confidentiality obligations. Confidential Information excludes information the recipient can document was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without duty, or is independently developed without use of the information. Legally compelled disclosure is permitted only to the minimum required extent and, where legally permitted, after prompt notice and reasonable assistance in seeking protection. Supplier shall not use Momentous's name, marks, Product images, relationship, or PO in publicity, customer lists, case studies, social media, trade shows, or other marketing without Momentous's prior written consent. Upon termination or expiration of a PO, or upon the disclosing party’s request, the receiving party shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such return or destruction in writing. Confidentiality obligations survive five years, and trade-secret obligations survive as long as the information remains a trade secret.

Risk allocation

26  Indemnification. Supplier shall defend, indemnify, and hold harmless Momentous, its affiliates, and their respective directors, officers, employees, agents, customers, distributors, successors, and assigns from all claims, demands, investigations, actions, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and settlement costs, arising out of or relating to: (a) Supplier's breach of a PO, these Terms, a warranty, or Applicable Law; (b) any actual or alleged defect, contamination, adulteration, misbranding, bodily injury, death, or property damage caused by a Product or Service; (c) Supplier's negligence, recklessness, willful misconduct, fraud, or data-integrity failure; (d) a recall or corrective action for which Supplier is responsible; (e) any lien or employment claim by Supplier personnel or subcontractors; (f) actual or alleged infringement or misappropriation by a Product, Service, or Supplier-provided material, process, or design; (g) any return or rejection of any Products, including by a customer following purchase of such Products from Momentous; or (h) any failure by Supplier to obtain any legally required approval, consent, or license and the consequences of that failure. Supplier has no obligation to the extent a final determination establishes the claim was caused solely by Momentous's gross negligence or willful misconduct. Momentous may participate with counsel of its choice. Supplier may not settle a claim without Momentous's prior written consent if the settlement admits fault by, imposes an obligation on, or fails to fully release any indemnified party.

27  Insurance. Supplier shall maintain, at its expense and with reputable insurers, coverage appropriate to its operations and sufficient to support its obligations, including at least: (a) commercial general liability, including products and completed operations and contractual liability, of $5,000,000 per occurrence and $10,000,000 aggregate; (b) product recall or contamination coverage of $5,000,000 per event; (c) workers' compensation as required by law and employers' liability of $1,000,000; (d) automobile liability of $1,000,000 if vehicles are used in performance; and (e) professional, errors and omissions, cyber, cargo, or other coverage reasonably appropriate to the Services. Required limits may be satisfied through primary and umbrella policies. Momentous and its designated affiliates shall be additional insureds on the commercial general liability and umbrella policies on a primary and noncontributory basis. Supplier shall provide certificates and endorsements upon request and at least 30 days' advance notice of cancellation or material reduction where commercially available. Insurance does not limit Supplier's liability.

28  Limitation of Momentous liability. To the maximum extent permitted by law, Momentous will not be liable for lost profits, lost revenue, loss of use, loss of opportunity, or indirect, incidental, special, exemplary, consequential, or punitive damages arising from a PO, even if advised of the possibility. Momentous's aggregate liability arising from a PO will not exceed the unpaid amount properly due for conforming Products and Services under that PO. These limitations do not limit Momentous's obligation to pay undisputed amounts for conforming Products and Services accepted under an uncanceled PO or any liability that cannot lawfully be limited.

Continuity and legal terms

29  Force majeure and allocation. A party is excused from delay only to the extent caused by an event beyond its reasonable control that could not have been prevented or mitigated through commercially reasonable diligence. The affected party shall notify the other within two business days, describe the impact and expected duration, implement its business-continuity plan, mitigate the effects, and provide regular updates. Force majeure does not include increased costs, changes in market price, labor or material shortages that could reasonably have been planned for, equipment failure caused by inadequate maintenance, subcontractor default unless independently qualifying, financial distress, or lack of funds. Supplier shall allocate available capacity and inventory to Momentous at least proportionately to similarly situated customers and shall use alternative approved sources and methods where practicable. Momentous may source elsewhere, suspend performance, or cancel affected quantities without liability. Momentous may terminate the affected PO if delay continues or is reasonably expected to continue for 15 days or threatens product safety, regulatory compliance, a customer launch, or continuity of supply.

30  Business continuity and supply assurance. Supplier shall maintain and periodically test written business-continuity, disaster-recovery, food-safety, cybersecurity, traceability, and recall plans appropriate to the Products and Services. Supplier shall promptly disclose any circumstance reasonably likely to disrupt supply or compromise quality or data, including shortages, facility outages, labor disruptions, insolvency risk, cyber incidents, loss of certification, or a change in ownership or control. At Momentous's request, Supplier shall provide recovery plans, capacity information, safety stock status, and reasonable transition assistance. Nothing in a PO creates exclusivity in Supplier's favor unless a signed agreement expressly states otherwise.

31  Subcontracting and assignment. Supplier shall not subcontract, delegate, assign, transfer, or relocate any material obligation, facility, process, or PO without Momentous' prior written consent. Approval does not relieve Supplier of responsibility, and Supplier remains fully liable for all acts and omissions of its suppliers, manufacturers, laboratories, warehouses, carriers, and other subcontractors. Supplier shall bind approved subcontractors to written obligations consistent with these Terms. Momentous may assign, delegate, or transfer any PO or any of its rights or obligations under a PO or these Terms, in whole or in part, at any time, without Supplier’s consent.

32  Suspension and termination. Momentous may suspend performance, shipments, or payment of disputed amounts while investigating a suspected breach, quality concern, safety issue, fraud, data-integrity issue, or regulatory matter. Momentous may terminate an accepted PO immediately by written notice if Supplier: (a) materially breaches and, if curable, fails to cure within 10 days after notice; (b) fails to meet a required delivery date or provides Nonconforming Product; (c) violates Applicable Law or an approved quality or safety requirement; (d) becomes insolvent, enters bankruptcy or receivership, ceases substantial operations, or provides reasonable grounds for insecurity and fails to provide adequate assurance within five business days; or (e) experiences a change of control that reasonably creates competitive, compliance, confidentiality, or supply risk. Termination does not affect accrued rights. Sections intended by their nature to survive, including warranties, records, recall, indemnity, confidentiality, intellectual property, remedies, and dispute provisions, survive.

33  Governing law and forum. The PO and these Terms are governed by Delaware law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any action arising from or relating to a PO, and each party irrevocably consents to personal jurisdiction and venue there. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY. Either party may seek temporary or injunctive relief in any court of competent jurisdiction to protect confidential information, intellectual property, Momentous Property, or health and safety.

34  Notices. Operational notices may be sent to the contacts identified in the PO. Notices of breach, indemnity, recall, suspension, termination, or legal dispute must be in writing and delivered by nationally recognized overnight courier or email with confirmation of receipt to the addresses and contacts stated in the PO or a signed agreement. A party may update its notice information by written notice. Supplier shall maintain current emergency, quality, and recall contacts available 24 hours a day.

35  General. The parties are independent contractors. A PO does not create a partnership, joint venture, fiduciary relationship, agency, franchise, or employment relationship. Supplier has no authority to bind Momentous. These Terms and each PO will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Rights and remedies are cumulative. Failure or delay in enforcing a right is not a waiver. Any waiver must be in a signed writing and applies only to the specific instance. If a provision is unenforceable, it will be enforced to the maximum lawful extent, and the remainder will remain effective. Headings are for convenience only. "Including" means "including without limitation." Electronic records and signatures are effective. No modification is binding unless contained in a written instrument signed by authorized representatives of both parties. The PO, these Terms, and the higher-priority documents identified in Section 3 constitute the entire agreement for the transaction and supersede prior or contemporaneous discussions on that transaction.