FORCE MAJEURE/ ALLOCATION OF GOODS. Neither party is responsible for delays or failure to fulfill its non-monetary obligations due to: (i) acts or circumstances beyond the reasonable control of Seller; (ii) acts of God, nature, unusually severe weather (including, floods, hurricanes, tornadoes or earthquakes), fires, accidents, or explosions; (iii) epidemics, quarantine restrictions, wars or hostilities; threats or acts of terrorism; infrastructure or communication failures; or data or security breaches; (iv) strikes or other labor difficulties (whether or not related to Seller’s workforce); (v) embargoes or governmental actions (including any Changes in Law or Seller’s failure to obtain any necessary permits, licenses or authorizations); or (vi) unexpected increases in demand for Seller’s Goods; machine or equipment breakdown; inability or delay in obtaining raw materials, intermediates, power or other needed supplies or services on terms Seller deems commercially acceptable or otherwise; or delay or nonperformance by transporting carriers. In the event of any contingency referenced above or other shortages that Seller may experience, Seller reserves the right to allocate its production capacity, and supplies of raw materials and/or Goods among their various respective uses in any manner that Seller, in its sole discretion, determines to be fair and reasonable. Further, Seller is not obligated to (a) obtain raw materials, intermediates, or Goods from other sources or to allocate them from Seller’s internal use; or (b) resolve a strike, lockout or other labor problem in a manner which it does not, in Seller’s sole discretion, deem advisable. The provisions of this Section shall be effective even though the shortage or contingency invoked by Seller shall have been in effect on the date a particular Purchase Order was accepted
