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PROFESSIONAL SERVICES TERMS AND CONDITIONS documents, (2) known deviations from the most recent construction schedule submitted by the contractor, and (3) defects and deficiencies observed in the work. CONSTRUCTION MEANS AND METHODS. Wendel is not responsible for construction means, methods, techniques, sequences or procedures, time of performance, programs or for any safety precautions in connection with the construction work. Wendel is not responsible for the contractor's failure to execute the work in accordance with the construction contract. SHOP DRAWING REVIEW. If shop drawing review is included in the services, Wendel shall review shop drawings, samples, and other submissions of the contractor only for general conformance to design concept. FAST TRACK. In the case of the Client requesting the fast-track and phased project delivery method in which design services overlap construction, and recognizing the inherent risks of fast tracking to the design professional, Wendel will not be responsible for any design changes, design omissions, coordination errors, delays, disruptions, damages, liabilities, additional costs or modifications to work already in place that may result from a decision to accelerate the design and construction process. As an additional service, Wendel will be compensated for all changes in services to modify, correct or adjust the construction documents and coordinate them with other disciplines in order to meet a project's scope, program cost or schedule requirements because of the Client’s decision to design and build the project in a fast track manner. OTHER CLAUSES FORCE MAJEURE. Neither Party shall hold the other responsible for damages or delays in performance caused by acts of God, strikes, lockouts, accidents or other events beyond the control of the other or the other's employees and agents. PURCHASE ORDERS. Client acknowledges and agrees that any purchase order issued by Client in accordance with this Agreement is intended only to establish payment authority for Client’s internal accounting purposes. No purchase order shall be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. WAIVER. No waiver by either Party hereto or any failure or refusal by the other Party hereto to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal by such Party to so comply. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the state in which the work or Project is located, without regard to principles of conflict of laws. THIRD PARTY BENEFICIARIES. This Agreement is made solely for the benefit of the Client and Wendel, their successors and assigns, and no other person shall have any right, benefit or interest under or because of this Agreement. Page 3 of 3 30