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Terms and Conditions

The terms and conditions below apply to SOMOS IWT sales orders and purchase orders, as applicable. The relevant terms are determined by the type of transaction and the documents issued by SOMOS IWT.

Sales Order Terms and Conditions

Effective Date: 21 May 2026 | Version: Rev 1

  1. Product / Services Order.
    1. Buyer may request a quote from SOMOS IWT for products or services. Any such quote (“Quote”) shall be deemed an offer by SOMOS IWT. Buyer’s acceptance of the Quote is expressly limited to these T&C and any terms stated in the Quote. Any additional terms proposed by Buyer are hereby rejected. An accepted Quote is an Order. A Quote for field services, including performance date of services, is valid for ten (10) business days. If the Quote expires or Buyer fails to make any payment when due, the performance date is subject to change and may become available to other customers.
    2. Buyer may place an order for, or otherwise propose to purchase, products or services from SOMOS IWT, Inc. (“SOMOS IWT”). Such order must be in writing and accurately describe the products or services, price, delivery or service address, shipping terms, service performance date, and payment terms. An order must be confirmed by SOMOS IWT in order to be accepted. If an order is not confirmed by SOMOS IWT, it is not accepted. An accepted order is an Order.
    3. Every Order is governed by these Terms & Conditions – Sales Orders (“T&C”), and these T&C shall be deemed incorporated into the Order. Any additional or different terms proposed by Buyer are rejected, unless expressly stated in the Order. To the extent Buyer provides any product or service specifications to SOMOS IWT, Buyer grants SOMOS IWT the right to use any such specifications to fill any orders placed by Buyer in connection therewith.
  2. Price and Payment.
    Prices and payments shall be in United States Dollars. Payment terms shall be as stated in the Order. SOMOS IWT may cancel or reschedule deliveries of products or performance of services if Buyer fails to make any payment when due. Unless otherwise stated in the Order or agreed to by both parties in writing, the following payment terms apply:
    1. Parts and Materials: All payments are due within 30 days of invoice date.
    2. Machines: 50% deposit, due immediately upon acceptance of Order; 45% due at shipment readiness (SOMOS IWT will not ship until this payment is received); and 5% due after final acceptance at Buyer’s facility or 60 days after delivery, whichever comes first.
    3. Field Services: 80% deposit, due immediately upon acceptance of Order, and 20% due immediately after completion of field service trip.
  3. Tariffs and Tariff-Related Charges.
    1. All quoted prices are based on tariff rates, duties, and trade-related assessments in effect as of the date the Quote is issued. In the event that applicable tariffs, duties, import fees, or other government-imposed trade charges are in effect at the time Buyer submits a purchase order or Order confirmation, SOMOS IWT shall adjust the quoted price to reflect such charges, and the adjusted price shall be stated in the Order confirmation. Buyer’s acceptance of the Order confirmation constitutes acceptance of the adjusted price, including any tariff-related adjustments.
    2. SOMOS IWT does not assume responsibility for tariff fluctuations occurring after Order confirmation. In the event of tariff changes enacted after Order confirmation but prior to shipment or delivery, SOMOS IWT reserves the right to notify Buyer of any resulting cost impact, and the parties shall negotiate in good faith regarding any price adjustment. If the parties are unable to reach agreement within ten (10) business days of such notice, SOMOS IWT may, at its option, fulfill the Order at the adjusted price or cancel the Order without liability, with any deposits or payments refunded less costs incurred to date in accordance with the Damages for Canceled Order provision.
    3. Buyer acknowledges that tariffs, duties, and trade-related charges are external costs outside of SOMOS IWT’s control, and that SOMOS IWT makes no representation or warranty regarding the stability or future applicability of any such charges.
  4. Damages for Canceled Order.
    1. Machine Orders. If Buyer cancels or terminates all or part of an Order for a machine, SOMOS IWT shall retain 20% of the Order total as liquidated damages and refund Buyer the balance of any deposit or other payments made, provided that such cancellation occurs before SOMOS IWT has commenced production or procurement activities in furtherance of the Order.
    2. All Orders. Once SOMOS IWT has commenced production or procurement activities, any cancellation or termination of the Order in whole or in part by Buyer shall be subject to the recovery provisions set forth below, regardless of when such cancellation occurs relative to the scheduled delivery date.
      1. Upon any such cancellation or termination, Buyer shall reimburse SOMOS IWT, not later than thirty (30) days after the date of cancellation, for all costs incurred or irrevocably committed by SOMOS IWT in furtherance of the canceled Order or canceled portion thereof as of the date of cancellation, including without limitation (A) costs of standard and non-standard materials, components, and parts procured or on order; (B) engineering, design, and programming labor costs; (C) manufacturing, assembly, and integration labor costs; (D) work-in-progress value, including partially completed assemblies or subassemblies; (E) testing, commissioning, and quality assurance preparation costs; (F) supplier and subcontractor commitments, cancellation fees, and restocking charges; and (G) reasonable overhead and project management costs allocable to the canceled Order or portion thereof.
      2. Any milestone payments, down payments, or deposits previously paid by Buyer shall be credited against the total reimbursable amount owed to SOMOS IWT under this section. If such payments exceed the total recoverable costs, SOMOS IWT shall refund the difference to Buyer within thirty (30) days. If recoverable costs exceed payments already made, Buyer shall pay the shortfall within thirty (30) days of receiving SOMOS IWT’s written itemization of such costs.
      3. SOMOS IWT shall, within thirty (30) days of the cancellation date, provide Buyer with reasonable supporting documentation in connection a claim for reimbursement under this section. Such documentation need not itemize every discrete component of costs and may show overall cost per category (all materials, all parts, all labor, overhead, etc.). Nothing herein shall require SOMOS IWT to disclose information it considers proprietary or a trade secret.
  5. Delivery Terms and Title Transfer.
    1. All delivery dates, performance dates, and shipping schedules are subject to (i) lead times for parts and materials from outside suppliers and (ii) change based upon supplier terms. SOMOS IWT is not liable for delays caused by outside suppliers.
    2. Unless otherwise agreed in writing, the following terms shall apply. All shipments shall be governed by Incoterms 2020.
      1. Full machine shipments shall be EXW (Ex Words) SOMOS IWT, Inc., 3525 N. Stone Avenue, Colorado Springs, Colorado, 80907, USA.
      2. Spare parts, consumables, tooling, and other materials are shipped DAP. SOMOS IWT may arrange transportation on behalf of Buyer using either SOMOS IWT shipping accounts or Buyer-provided carrier accounts. If Buyer provides a carrier account number, SOMOS IWT may coordinate shipment scheduling and logistics using the provided account. Unless otherwise requested in writing by Buyer, shipments arranged by SOMOS IWT will include freight insurance.
    3. If the parties mutually agree in writing to alternative delivery terms for a specific Order, such terms shall be set forth in the applicable Order confirmation and shall govern that Order only.
  6. Documentation.
    SOMOS IWT will provide documentation, as required, for product shipment. If Buyer requires additional documentation, this requirement shall be communicated to SOMOS IWT in the Order or otherwise. SOMOS IWT will provide such additional documentations as is reasonably requested and required by the Buyer.
    1. Domestic. SOMOS IW will provide the following documentation: packing list, MSDS as required, certificate of analysis (CofA) as required, and payment invoice.
    2. International. SOMOS IWT will provide the following documentation: packing list, commercial invoice, MSDS as required, certificate of analysis (CofA) as required, and payment invoice. All documentation provided by SOMOS IWT for international shipments is furnished solely to assist Buyer in completing export formalities. Buyer bears sole responsibility for export clearance, export licensing, and compliance with applicable export laws and regulations.
  7. Inspection and Acceptance.
    1. Outwardly visible damage to a product shipment must be communicated to the driver at the time of delivery, and if the damage is substantial, Buyer should refuse the shipment. Buyer must inspect delivered Products and report claims of damage or shortages in writing within three (3) days of delivery of the Products to Buyer’s facility. Claims must include photos and a brief description of the issue and be submitted to ar@somos-iwt.com. Failure to report damage or shortages within this timeframe will result in denial of the claim.
    2. Products damaged during shipment as a result of improper packaging or incorrect quantities will be replaced, and any Product shortages will be corrected, by SOMOS IWT at no cost to Buyer. Buyer shall return damaged Products to SOMOS IWT (SOMOS IWT will pay for freight). This shall be Buyer’s only remedy.
  8. Retention of Intellectual Property Rights.
    SOMOS IWT retains all right, title, and interest, including any and all copyright, trademark, patent, trade secret, and other intellectual property  rights, in and to (a) the products and services, (b) all processes, methods, formulas, ingredients, designs, procedures, and other practices used in or in any way relating to the manufacture and sale of products and performance of services, (c) any equipment and tooling used in the manufacture and sale of products and performance of services, and (d) any programs and source code installed in, used by, or otherwise related to the products and services (collectively ”SOMOS IWT Technology”). SOMOS IWT is under no obligation to disclose any of the SOMOS IWT Technology to Buyer for any reason. Buyer shall not, and shall not attempt to, modify, disassemble, decipher, reverse-engineer, decompile, or create derivative works of the SOMOS IWT Technology.
  9. Warranties.
    SOMOS IWT warrants only that products manufactured and supplied to Buyer hereunder shall conform to SOMOS product specifications. SOMOS IWT makes no other express or implied warranty, statutory or otherwise, concerning any product, including, without limitation, any warranty of fitness for a particular purpose, any warranty of merchantability, or correspondence with any description or sample. For products not manufactured by SOMOS IWT, if the manufacturer permits warranties to be transferred, SOMOS IWT will pass through such warranties to Buyer, subject in every case to the manufacturer’s warranty documentation; provided, however, that if Buyer requests that SOMOS IWT modify a manufacturer’s product in any way, such modification will void the manufacturer’s warranty.
  10. Remedies; Limitation of Liability.
    1. Exclusive Remedies. Upon Buyer’s written notice of a claim arising out of or related to an Order, and following SOMOS IWT’s written confirmation of a valid nonconformance, warranty deficiency, or service performance failure, SOMOS IWT shall, at its sole discretion, provide one or more of the following remedies with respect to the affected product or service:
      1. repair or rework of the nonconforming product;
      2. replacement of the nonconforming product with a conforming product;
      3. reperformance of the nonconforming service; or
      4. issuance of a non-refundable sales credit, not to exceed the amount paid by Buyer for the specific affected product or service, applicable solely toward future purchases of SOMOS IWT products or services.

        No remedy shall be provided prior to SOMOS IWT’s written confirmation of a valid claim. The remedies set forth in this section are Buyer’s sole and exclusive remedies for any claim arising out of or related to an Order, regardless of the legal theory asserted.
    2. Nature of Credits. Any sales credit issued under this section is non-refundable, non-transferable, and has no cash redemption value. Credits may not be exchanged for cash, applied as an offset against amounts owed to SOMOS IWT, or transferred to any third party. Credits shall expire twelve (12) months from the date of issuance unless otherwise agreed in writing.
    3. Limitation of Liability. SOMOS IWT’s total cumulative liability to Buyer for any and all claims arising out of or related to an Order shall not exceed the amount actually paid by Buyer to SOMOS IWT for the specific product or service giving rise to the claim. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOMOS IWT IS NOT RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY) RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY.
  11. Approved Maintenance and Repairs.
    SOMOS IWT shall not be liable for products not maintained in accordance with the Recommended Storage and Handling Instructions and/or recommended maintenance schedule, as applicable. Maintenance, repairs, and upgrades must be performed only by SOMOS IWT or authorized contractors. For replacement of proprietary or custom parts, Buyer must purchase these parts solely from SOMOS IWT or an authorized purchasing agent. Buyer may verify SOMOS IWT-authorized contractors and purchasing agents by emailing ar@somos-iwt.com.
  12. Indemnification.
    Buyer shall indemnify and hold harmless SOMOS IWT from and against all losses, claims, damages, expenses, and liabilities of any kind (including reasonable attorney fees and court costs) resulting from or arising out of any (i) use, storage, or handling by Buyer of products not in accordance with SOMOS IWT’s instructions, or (ii) any installation or repair of products not performed by SOMOS IWT or its authorized representatives.
  13. Force Majeure.
    SOMOS IWT shall not be liable where performance is delayed or rendered impossible, illegal, or commercially impracticable due in whole or in part to Acts of God, war, terrorism, outbreaks of disease, epidemics/pandemics, governmental order or directive, disaster, acts of national significance including an embargo, fire, civil disorder, weather catastrophes, strike or labor dispute, unavailability of water, electricity or other necessary utilities, shortage of raw materials, supplies or components, retooling and upgrading of technology, delays or unavailability of carriers and means of transportation, or any other extraordinary occurrence beyond the reasonable control of SOMOS IWT.
  14. Export Regulations – Diversion.
    All products are exported from the United States in accordance with the Export Administration Regulations (EAR). Diversion contrary to United States law is prohibited.
  15. Applicable Law; Venue.
    Quotes and Orders for products and services, whether shipped or performed within or outside the United States, shall be governed by and construed under the laws of the State of Colorado, USA.
  16. Miscellaneous.
    These T&C shall supersede any terms and conditions of Buyer and any other documentation between SOMOS IWT and Buyer. The failure of SOMOS IWT to insist upon or enforce at any time any of the provisions of these T&C shall not be construed to be a waiver thereof. If any provision of these T&C is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.
  17. Confidentiality.
    All non-public information furnished to Buyer by SOMOS IWT, including any variations in pricing from SOMOS IWT’s standard prices for products and services, is confidential information. Buyer shall not use confidential information for purposes other than an Order, and shall not disclose confidential information to any person, without SOMOS IWT’s prior written consent. Buyer shall ensure its employees and agents also comply with these obligations of confidentiality.
  18. Payments. ACH/Wire Instructions:

    WELLS FARGO BANK N.A.
    • Business Banking
    • Colorado Springs, CO 80907, USA
    • Routing & transit: 121042882
    • Swift Code: WFBIUS6S
    • Credit account: 1578420133
    • For credit of: SOMOS IWT, Inc.

Purchase Order Terms and Conditions

Effective Date: 21 May 2026 | Version: Rev 1

  1. Agreement.
    Any purchase order (“Order”) placed by SOMOS IWT, Inc. (“SOMOS IWT”) is an offer that is deemed to incorporate these Terms and Conditions – Purchase Orders (“T&C”). Supplier’s acceptance is limited to the terms and conditions of the Order and these T&C. Supplier accepts the Order by (a) shipping the goods or providing the services specified in this Order or (b) returning a signed copy of these T&C. Any additional or different terms proposed by Supplier are rejected by SOMOS IWT unless expressly agreed to in writing.
  2. Assignment.
    The Order shall not be assigned by Supplier in whole or in part without prior written consent of SOMOS IWT, any such attempted assignment being null and void.
  3. Changes.
    1. Generally. SOMOS IWT may request changes to the Order by submitting a written request. In the event that the change in terms will result in a change in the cost to Supplier, then Supplier’s sole remedy shall be either (a) to request a change to the price of the goods or services required to fulfill the remainder of the Order or (b) to cancel the remainder of the Order. Supplier is required to provide notice to SOMOS IWT of any resulting change in price or intention to terminate the Order. SOMOS IWT has the right to terminate the Order if Supplier’s request for a change in pricing is not acceptable.
    2. Tariffs. Supplier’s quoted prices are fixed as of the Order date and shall not be adjusted to reflect tariff increases, duties, or trade-related charges enacted after Order confirmation, unless agreed in writing by SOMOS IWT. Any tariff-related price adjustment requires SOMOS IWT’s prior written approval.
  4. Change Notices.
    Supplier shall not modify the quality, quantity, nature, or delivery or performance schedule, nor shall Supplier increase the price, of goods or services to be delivered or performed hereunder except by written change order expressly agreed to in writing by SOMOS IWT.
  5. Delays; Penalties.
    Time is of the essence for this Order. The delivery date on the Order is arrival at SOMOS IWT. SOMOS IWT reserves the right to withhold payment on early shipments until after the specified delivery dates. In the event of delay, SOMOS IWT may, without waiving any other legal rights, withhold payment, deduct 5 percent per day beyond the delivery date, terminate for cause in accordance with Article 7a below, or postpone delivery of goods or services that are not shipped or provided in time to reasonably meet specified delivery dates. In the event Supplier suffers a Force Majeure Event (hereafter defined), the delivery date shall be extended for the period such event remains in effect.
  6. Cancellation.
    SOMOS IWT may cancel any portion of the Order that has not been fulfilled by Supplier by providing written notice to the Supplier.
  7. Termination.
    1. For Cause. SOMOS IWT may terminate the Order in whole or in part and reject delivery of goods or services if such delivery or performance is not undertaken and completed within the time specified in the Order and within the specifications, and SOMOS IWT may charge Supplier for losses sustained due to such delay or failure. If SOMOS IWT provided a deposit with the Order, Supplier shall return to SOMOS IWT an amount equal to the unfulfilled portion of the Order and losses sustained by SOMOS IWT due to delay or failure. Return of the deposit is not SOMOS IWT’s exclusive remedy.
    2. For Convenience. SOMOS IWT may terminate the Order for convenience, in which case Supplier may submit in writing within fifteen (15) days of termination a list of non-standard parts, products, or services purchased by Supplier specifically to fulfill the requirements of this Order and request reimbursement at cost. If requested by SOMOS IWT, Supplier shall provide supporting documentation for any reimbursement requested. SOMOS IWT shall pay Supplier the reimbursement payment not later than forty-five (45) days after receipt of Supplier’s list or supporting documentation, whichever comes later.
  8. Inspection.
    Goods or services purchased hereunder shall be subject to SOMOS IWT’s count, inspection, and testing at any reasonable time and from time to time before, during, or after manufacture or delivery. Notwithstanding any payment that may be made, no goods or services are to be deemed accepted until SOMOS IWT has had a reasonable opportunity to inspect and test them. If any inspection or test is to be made on the Supplier’s premises, Supplier without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Supplier’s inspection shall never constitute a waiver of the right to subsequent rejection by reason of any undiscovered patent or latent defect. 
  9. Payment Terms.
    Unless otherwise specified in the Order, SOMOS IWT will pay invoiced amounts within forty-five (45) days of receipt of Supplier’s invoice. SOMOS IWT has the right to offset from any payment any amount owed by Supplier to SOMOS IWT, whether pursuant to this Order or another agreement or Order with Supplier.
  10. Supplier’s Intellectual Property Warranty.
    Supplier warrants that it is the owner or permissible licensor of all right, title, and interest in and to any intellectual property rights contained or reflected in the goods and services to be delivered or performed under the Order, including without limitation copyright, patent, trade secrets, designs, and source code. Supplier further warrants that no part of the goods or services infringes upon the intellectual property rights of any third party. Supplier shall pay all royalties and license fees associated with the goods or services. Supplier shall indemnify, defend, and hold harmless SOMOS IWT from and against any claims, proceedings, losses, and liabilities (including reasonable attorney fees and court costs) arising out of Supplier’s breach of this paragraph. If any part of the goods or services is claimed to constitute infringement, Supplier shall within a reasonable time at its cost and expense either: (a) secure for the Company the perpetual right to continue to use such part of the goods of services through a license or other permission; or (b) replace such part of the goods of services with comparable non-infringing goods of services or modify the goods or services so that they are deemed non-infringing.
  11. Supplier’s Warranty.
    1. If the Order is wholly or partially for goods, Supplier warrants that all goods (a) conform to all specifications, standards, and descriptions herein, (b) are of merchantable quality and free from defects, (c) are fit for the use intended by SOMOS IWT, (d) are free and clear of all liens and encumbrances, and (e) comply and have been manufactured, packaged, shipped, and delivered in conformity with all applicable federal, state, and other laws. Supplier shall provide all warranty documentation to SOMOS IWT upon shipment. Supplier’s warranty shall survive inspection, delivery, and payment, and shall run in favor of SOMOS IWT and its successors, assigns, and customers. With respect to any defective or nonconforming goods, Supplier shall, at SOMOS IWT’s option, promptly repair or replace such goods or reimburse SOMOS IWT for its costs of repairing, replacing, or otherwise remedying the same.
    2. If the Order is wholly or partially for services, Supplier warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards.
  12. Indemnification.
    Supplier shall indemnify, defend, and hold harmless SOMOS IWT (including its directors, officers, agents, employees, affiliates, and parent corporation) from and against any and all losses, costs, damages, injuries, liability, claims, liens, demands, taxes, penalties, interest, or causes of action of every nature whatsoever in any manner, arising out of or related to (a) the breach of a representation, warranty, or covenant of Supplier set forth in the Order or these T&C or (b) Supplier’s negligence or misconduct in the performance of any obligations hereunder, including the delivery of the goods and/or services to be provided to SOMOS IWT hereunder.
  13. Shipping Terms.
    1. General. Unless otherwise agreed in writing by both parties, all shipments, whether originating within or outside the United States, shall be made EXW (Ex Works) Incoterms 2020, at Supplier’s facility. Title to goods shall transfer from Supplier to SOMOS IWT at Supplier’s facility upon making the goods available to SOMOS IWT or SOMOS IWT’s designated carrier. If the parties mutually agree in writing to alternative delivery terms for a specific Order, such terms shall be set forth in the applicable Order confirmation, shall specify the point of title transfer, and shall govern that Order only.
    2. Carrier Requirements. Supplier shall arrange shipment as Collect to SOMOS IWT, Inc. using the preferred carriers identified by SOMOS IWT in the Preferred Carriers section of these T&C. For any shipment using a non-preferred carrier not approved by SOMOS IWT in writing in advance, SOMOS IWT may reduce the final payment to Supplier by the freight amount charged by the non-preferred carrier. If SOMOS IWT requests Supplier to arrange the shipment, no insurance may be added to the cost, and shipment must be Ground priority or otherwise approved by SOMOS IWT in advance. If Supplier arranges a higher priority than Ground without prior written consent of SOMOS IWT, SOMOS IWT may reduce the final payment to Supplier by the difference between the higher-priority shipping cost and the cost of Ground.
    3. Export and Import Compliance. Under EXW terms, SOMOS IWT bears responsibility for export clearance from Supplier’s country and import clearance into the United States. Supplier shall cooperate in good faith and provide all reasonably necessary documentation to assist SOMOS IWT in fulfilling its export and import obligations, including but not limited to commercial invoices, packing lists, certificates of origin, and applicable export classification information.
  14. Preferred Carriers.
    1. Shipments Weighing Less Than 150 lbs. Unless otherwise specified in the Order, all shipments weighing less than 150lbs shall be arranged by Supplier using FEDEX, Collect charges, Ground priority, using SOMOS IWT’s account number 727816240.
    2. Shipments Weighing Over 150 lbs. Supplier shall contact SOMOS IWT to receive preferred carrier information or SOMOS’s approval of Supplier’s carrier. For any shipment using a non-preferred carrier that is not approved by SOMOS IWT in writing in advance, SOMOS IWT may reduce the final payment to Supplier by the freight amount charged by the non-preferred carrier.
  15. Packaging.
    Supplier shall prepare all items for shipment in a manner which (a) follows good commercial practice; (b) is acceptable by common carriers for shipment at the lowest rate; (c) is adequate to ensure safe arrival; and (d) conforms to SOMOS IWT’s specifications, if any. Supplier shall mark containers with all necessary lifting, handling, unpacking and shipping information, Order numbers, date of shipment, and names of Supplier and SOMOS IWT, Inc.
  16. Confidential Information.
    All technical, process, financial, and other information provided by SOMOS IWT to Supplier is confidential information. Supplier shall keep such information confidential and shall not use confidential information for any purpose except to fulfill Supplier’s obligations under the Order. Supplier shall return all of SOMOS IWT’s confidential information upon request.
  17. Compliance.
    Supplier represents and warrants that it is in compliance with all applicable laws, rules, and regulations which affect the Order and the requirements hereunder and that, if applicable, Supplier has mailed or emailed a copy of the latest Material and Safety Data Sheet (MSDS) for each good or category of goods provided in an Order. Supplier shall also submit a Certificate of Conformance or Analysis as required by the Order.
  18. Export Controls.
    For all goods delivered and services provided, Supplier shall comply with all applicable export control, customs and foreign trade regulations (“Foreign Trade Regulations”) and shall obtain all necessary export licenses, unless SOMOS IWT or any party other than Supplier is required to apply for the export licenses pursuant to the applicable Foreign Trade Regulations.  Supplier shall advise SOMOS IWT in writing as early as possible of any information and data required by SOMOS IWT to comply with all Foreign Trade Regulations for the goods and services applicable in the countries of export and import.  
  19. Force Majeure.
    No party shall be liable or responsible to the other party, or be deemed to have breached these T&C, where performance is delayed or rendered impossible, illegal, or commercially impracticable due in whole or in part to Acts of God, war, terrorism, outbreaks of disease, epidemics/pandemics, governmental order or directive, disaster, acts of national significance including an embargo, fire, civil disorder, weather catastrophes, strike or labor dispute, unavailability of water, electricity or other necessary utilities, shortage of raw materials, supplies or components, retooling and upgrading of technology, delays or unavailability of carriers and means of transportation, or any other extraordinary occurrence beyond the reasonable control of the parties (each a “Force Majeure Event”). The impacted party shall give written notice to the other party within 10 days of the onset of a Force Majeure Event, stating the period of time such event is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted party shall resume performance as soon as reasonably practicable after the removal of the cause, or the resolution, of the Force Majeure Event.
  20. Governing Law.
    The Order shall be governed by the laws of the State of Colorado, United States of America.
  21. Entire Agreement; Interpretation.
    The entire agreement between Supplier and SOMOS IWT consists of any “master” or “framework” agreement between them, if any; the Order; and these T&C. Such documents supersede and replace any prior understandings or representations of the parties. In the event of a conflict between these T&C and the Order, the Order shall control, and in the event of a conflict between these T&C or the Order and any master agreement, the master agreement shall control.