Terms and Conditions of Sale

Applicability.

1. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the Products by TrafFix Devices to Customer (capitalized terms defined below in Section 2.0). TrafFix Devices' quotation, order acknowledgement and/or invoice delivered to the Customer and the quantities of products specified in any Customer purchase order (as applicable, the “Order Documentation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between TrafFix Devices and Customer with respect to the subject matter hereof and thereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any general terms and conditions of purchase specified on Customer's purchase order or any other documentation submitted by Customer to TrafFix Devices regardless of whether, when or in what form Customer has submitted its purchase order or any other terms to TrafFix Devices.

Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms used herein have the following meanings:

1. “Customer” means the person or company named in the Order Documentation (and in the case of an individual, their executors, administrators, and assigns and a company, its successors and subsidiaries)

2. “Product” means any item, system, or part produced or sold by TrafFix Devices.

3. “Third-Party” means any entity separate from the Customer and TrafFix Devices.

4. “TrafFix Devices" means TrafFix Devices Inc. and its all its divisions including but not limited to, VizCon, Coast Rubber Products, and TTB.

Acceptance

1. TrafFix Devices shall be deemed to have accepted Customer's order to purchase Products, thus creating a binding obligation of Customer to purchase such Products, upon TrafFix Devices' delivery to Customer of a written order acknowledgement in response to either (a) Customer delivering to TrafFix Devices a countersigned quote or (b) Customer submitting a purchase order or similar document to TrafFix Devices. In no event shall TrafFix Devices' silence be construed as acceptance. TrafFix Devices acceptance of a deposit or other disposition of funds paid by Customer shall not constitute acceptance. For clarity, pricing, delivery schedule and quantities of Products set forth in a TrafFix Devices order acknowledgement (as such terms may be further changed in accordance with these Terms) will supersede any such terms specified in a Customer purchase order.

Pricing

1. Price.

    

   Customer shall purchase the Products from TrafFix Devices at the price[s] (the “Price[s]”) set forth in the Order Documentation; provided that to the extent not so specified in the Order Documentation, the Price(s) shall be as set forth in TrafFix Devices' published price list in force as of the date that TrafFix Devices is deemed to accept Customer's order for such Products under Section 3.0 above.

2. Taxes & Additional Charges.

    

   Unless otherwise expressly indicated, prices specified in the applicable Order Documentation are exclusive of all taxes, delivery charges, insurance, duties, and associated expenses, which will be charged to Customer separately (as applicable). If exemption from taxes is claimed, Customer must provide a valid certification of exemption to TrafFix Devices.

Changes/Cancellations

1. Changes by TrafFix Devices.

   1. TrafFix Devices reserves the right to change Prices at any time and will use reasonable efforts to provide at least 30 day's notice of any such pricing change. Revised Prices may apply to Products shipped after the effective date of the price change, even in the case of blanket orders and future-date orders. If the price[s] should be so increased by TrafFix Devices, then these Terms shall be construed as if the increased Price[s] were originally inserted in the Order Documentation, and Customer shall be billed by TrafFix Devices on the basis of such increased Price[s].

   2. TrafFix Devices reserves the right at any time prior to shipment of the Products to be purchased and sold under this Agreement to change any other terms and specifications and/or to cancel this Agreement or any Order Documentation in whole or in part. In the event of any such change, TrafFix Devices will provide written notice to Customer (a “Change Notice”) and will use reasonable efforts to provide at least 30 days' notice prior to the planned shipment date. Upon delivery of any such Change Notice by TrafFix Devices, Customer may elect to cancel the Agreement by written notice to TrafFix Devices sent via certified mail within ten (10) calendar days after TrafFix Devices' delivery of the Change Notice; if such written notice is not received by TrafFix Devices within such 10 day period (or not received prior to shipping of the applicable Products even if within such 10 day period), then the terms of the Change Notice shall be deemed accepted by Customer. In case of such cancellation by either TrafFix Devices or Customer, TrafFix Devices will refund to Customer any advance payment made by Customer without interest or penalty.

2. Changes by Customer.

    

   Once an order is accepted by TrafFix Devices, Customer may cancel this Agreement only with TrafFix Devices' written consent. In the event of an approved cancellation, and where TrafFix Devices has incurred costs and expenses that cannot reasonably be recovered, Customer will pay TrafFix Devices for all such costs and expenses, which may include costs of related raw materials, labor, packaging, and other items dedicated to Product production and delivery.

Payment

1. Payment Terms.

    

   Standard payment terms are net 30 days from the TrafFix Devices invoice date, unless a different period is stated on the invoice. All balances past due will be subject to an annual finance charge of the lesser of eighteen (18) percent or the highest rate permitted by law, which finance charge shall be calculated and applied/charged monthly. Customer shall reimburse TrafFix Devices for all costs incurred by TrafFix Devices in collecting any late payments from Customer, including, without limitation, attorneys' fees. TrafFix Devices' remedies set forth in this paragraph are in addition to all other remedies available under any other provision of this Agreement or at law and TrafFix Devices does not waive any remedy by the exercise of any rights hereunder or thereunder. TrafFix Devices may elect to suspend further deliveries under this Agreement and/or any other agreement with Customer, and/or suspend warranty services until any of Customer's past due payments owed to TrafFix Devices from any source are received. Where TrafFix Devices is providing financing to Customer, shipments will not be made until all required security agreements and financing statements have been executed and approved by TrafFix Devices. Customer shall not withhold payment of any amounts due and payable to TrafFix Devices by reason of any set-off of any claim or dispute of Customer against TrafFix Devices, whether relating to TrafFix Devices' breach, bankruptcy, or otherwise.

2. Credit Terms.

    

   Credit may be given to Customer who prior to the date of acceptance of their order by TrafFix Devices have lodged an application for credit in writing and such application has been approved in writing by TrafFix Devices. TrafFix Devices reserves the right to approve or reject any credit application at any time and for any reason, including following acceptance thereof. TrafFix Devices is authorized to make all reasonable inquiries as to the creditworthiness and financial responsibility of a Customer who has applied for and/or has been given credit. For Customers with credit, full settlement of the account balance without any deductions or set-off must be made within the Customer's credit payment terms as set forth in the Order Documentation issued by TrafFix Devices. Customer's failure to keep Customer's account current entitles TrafFix Devices to withhold shipments, payments, or other benefits, assess late fees and interest on past due amounts, and/or exercise other remedies until the account balance is current. Furthermore, not keeping Customer's account current can result in the cancellation in whole or in part of this Agreement and removal of Customer credit.

3. Security Interest.

    

   As security for the full and prompt payment of all amounts and obligations owed by Customer to TrafFix Devices hereunder, Customer grants to TrafFix Devices a security interest in all Product supplied by TrafFix Devices to Customer hereunder and all proceeds thereof (collectively “Collateral”). Such security interest is and shall continue to be a first-priority security interest in the Collateral whether by virtue of the priority accorded purchase-money security interests under the applicable Uniform Commercial Code (the “UCC”) or otherwise. Customer shall take all actions TrafFix Devices deems necessary or desirable to perfect such security interest and maintain its first priority. Customer irrevocably authorizes TrafFix Devices to file financing statements and amendments thereto in such places as TrafFix Devices deems necessary or desirable (without Customer's signature where permitted by applicable law). Upon request of TrafFix Devices, Customer will execute and deliver to TrafFix Devices a separate security agreement under which Customer grants to TrafFix Devices a security interest in the Collateral, and any such separate security agreement shall control over any conflicting terms of this Agreement. If the Product will be inventory in Customer's hands, Customer agrees that TrafFix Devices may notify others claiming security interests in Customer's inventory of TrafFix Devices' purchase-money security interest prior to supplying any Product to Customer. If Customer fails to pay or perform when due any amount or obligation owing to TrafFix Devices hereunder or if Customer becomes insolvent, is the subject of any bankruptcy or insolvency proceeding, then TrafFix Devices may declare all amounts and obligations of Customer owing to TrafFix Devices hereunder immediately due and payable and TrafFix Devices shall have the rights and remedies of a secured party under the UCC.

Delivery

1. Delivery.

   1. TrafFix Devices shall make delivery of Products to Customer at any TrafFix Devices facility loading dock selected by TrafFix Devices, unless a different delivery point is specified in the Order Documentation (as applicable, the point of delivery shall be referred to herein as the “Delivery Point”). All deliveries shall be made FOB Delivery Point as follows:

      1. Where delivery is made to a TrafFix Devices facility loading dock, TrafFix Devices bears the risk and expense of putting the goods in the possession of the carrier. In such case, even if TrafFix arranges for shipping, Customer will pay for all shipping charges to Customer's destination and such charges will be added to the TrafFix Devices invoices or paid directly by Customer.

      2. Where a Delivery Point other than a TrafFix Devices facility is specified in the Order Documentation, TrafFix Devices bears the risk of transporting the Products to such Delivery Point. In such cases TrafFix Devices shall arrange for the shipping of the Products using its standard methods for packaging and shipping such Products, which will typically involve TrafFix Devices engaging a third party carrier. If Customer requires alternative means of shipment, or sending their own third party carrier, Customer will pay any resulting costs and fees as well as bear the risk of transportation. Unless otherwise specified in the Order Documentation, Customer will pay for all shipping charges to Customer's destination and such charges will be added to the TrafFix Devices invoices or paid directly by Customer.

      3. As a service to Customer TrafFix Devices' may, but shall have no obligation to, carry transportation insurance on Products while in transit within the continental United States. TrafFix Devices recommends that Customer also arrange Customer's own transit insurance for maximum protection against loss or damage.

   2. The Products will be delivered within a reasonable time after TrafFix Devices' acceptance of Customer's order, subject to availability of finished Products. TrafFix Devices shall not be liable for any delays in respect of late deliveries, failure to deliver the Products ordered, partial shipments, non-performance or any consequences arising therefrom. To the extent that the Order Documentation contains any specific delivery date, window or lead time, such statement(s) are estimates only and actual shipment dates and lead times can vary.

   3. TrafFix Devices may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer's order.

   4. If for any reason Customer fails to accept delivery of any of the Products on the date fixed pursuant to TrafFix Devices' notice that the Products have been delivered at the Delivery Point, or if TrafFix Devices is unable to deliver the Products at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Customer; (ii) the Products shall be deemed to have been delivered; and (iii) TrafFix Devices, at its option, may store the Products until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).

2. Non-Delivery.

   1. The quantity of any installment of Products as recorded by TrafFix Devices on dispatch from TrafFix Devices' place of business is conclusive evidence of the quantity received by Customer on delivery unless Customer can provide conclusive evidence proving the contrary.

   2. TrafFix Devices' liability for any non-delivery or partial delivery of Products (regardless of the cause, and even if the fault of TrafFix Devices) shall be limited to delivering the non-delivered Products within a reasonable time or adjusting the invoice respecting such non-delivered Products to reflect the actual quantity delivered.

3. Quantity of Custom-Manufactured Products. If TrafFix Devices delivers to Customer a quantity of custom-manufactured Products of up to ten percent (10%) more or less than the quantity set forth in the Order Confirmation, Customer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products the price set forth in the Order Documentation adjusted pro rata.

4. Inspection and Non-Conforming Products.

   1. Customer shall inspect the Products within thirty (30) days of receipt (”Inspection Period”). Customer will be deemed to have accepted the Products unless it notifies TrafFix Devices in writing of any Nonconforming Products during the Inspection Period and furnishes written evidence or other documentation as reasonably required by TrafFix Devices. “Nonconforming Products” means only the following: (i) Product shipped is different than identified in the Order; or (ii) Product's label or packaging incorrectly identifies its contents.

   2. If Customer timely notifies TrafFix Devices of any Nonconforming Products, TrafFix Devices shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. If requested by TrafFix Devices, Customer shall ship, at TrafFix Devices' expense and risk of loss, the Nonconforming Products to TrafFix Devices' facility as directed by TrafFix Devices. If TrafFix Devices exercises its option to replace Nonconforming Products, TrafFix Devices shall, after receiving Customer's shipment of Nonconforming Products, ship to Customer, at TrafFix Devices' expense and risk of loss, the replaced Products to Customer's designated facility.

   3. Customer acknowledges and agrees that the remedies set forth in Section 7.4.2 are Customer's exclusive remedies for the delivery of Nonconforming Products.

Limited Warranty

1. TrafFix Devices warrants that each Product will materially conform at the time of shipment with TrafFix Devices' applicable Product specifications in effect at the of shipment, free of material defects.

2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8.1, TRAFFIX DEVICES MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

3. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Products. Third-Party Products are not covered by the warranty in Section 8.1. For the avoidance of doubt, TrafFix Devices MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.p>

4. TrafFix Devices shall not be liable for a breach of the warranty set forth in Section 8.1 unless: (i) Customer gives written notice reasonably describing the defect to TrafFix Devices within forty five (45) days of the time when Customer discovers or ought to have discovered the defect; (ii) TrafFix Devices is given a reasonable opportunity after receiving the notice to examine such Products and Customer (if requested to do so by TrafFix Devices) returns such Products to TrafFix Devices' place of business at TrafFix Devices' cost for the examination to take place there; and (iii) TrafFix Devices reasonably verifies Customer's claim that the Products are defective.

5. TrafFix Devices shall not be liable for a breach of the warranty set forth in Section 8.1 if: (i) the defect arises because Customer failed to follow TrafFix Devices' oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or (ii) Customer alters or repairs such Product without the prior written consent of TrafFix Devices.

6. Subject to Section 8.4 and Section 8.5 above, with respect to any breach of warranty for any Product, TrafFix Devices shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Product at the pro rata contract rate.

7. THE REMEDIES SET FORTH IN SECTION 8.6 SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND TRAFFIX DEVICES ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 8.1.

Limitation of Liability

1. IN NO EVENT SHALL TRAFFIX DEVICES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

2. IN NO EVENT SHALL TRAFFIX DEVICES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO TRAFFIX DEVICES FOR THE PRODUCTS SOLD HEREUNDER THAT ARE AT ISSUE.

Compliance with Law

1. Each of TrafFix Devices and Customer warrants to the other party shall it comply with any and all applicable US federal and state laws, and shall operate in good faith to comply with other laws and regulations and industry best practices, in each case applicable to such party's performance hereunder, and shall promptly act to correct any noncompliance once identified.

Industrial/Occupational Products

1. TrafFix Devices intends, labels, and packages its industrial and occupational Products for sale to trained industrial and occupational purchasers for workplace use. Unless specifically stated otherwise on the applicable Product packaging or literature, Products are not intended, labeled, or packaged for sale to or use by consumers (e.g., for home, personal, primary or secondary school, recreational/sporting, or other uses not described in the applicable Product packaging or literature), and must be selected and used in compliance with applicable health and safety regulations and standards (e.g., U.S. OSHA, ANSI), as well as all Product information, user instructions, warnings, and other limitations, and the Customer must take any action required under any recall, field action, or other Product use notice. [To the extent Customer promotes or sells Products outside of industrial and occupational channels or to consumers; or relabels the Product in any manner; or subdivides, repacks, or sells Products in units smaller than as packaged by TrafFix Devices; Customer bears sole responsibility for meeting all applicable requirements (including packaging and labeling requirements) and for any resulting claims, losses, and damages.

2. Without limiting the foregoing, Customer hereby agrees to defend, indemnify and hold harmless TrafFix Devices from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including attorneys' fees) arising therefrom (“Claims”), brought by any third party against any TrafFix Devices to the extent that such Claim is based on, or arises out of: (a) a breach or purported breach by Customer of any covenant, representation or warranty set forth in this Agreement; (b) any physical injury to persons or damage to property resulting from any act or omission of Customer; or (c) Customer's use of the Products; provided that Customer shall have no obligation under this paragraph to the extent any Claim arises from the failure of a Product to conform to the warranty set forth in Section 8.1.

Governing Law, Venue; Dispute Resolution

1. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.

2. Except as set forth in Section 12.3 below, any and all disputes hereunder between the parties, including, without limitation claims arising out of this Agreement against any individual owner, officer, director or other representative or affiliate of any Party hereto, shall be resolved solely and exclusively via final and binding arbitration before a single arbitrator in Orange County, CA under the JAMS Expedited Rules of Arbitration. Each party shall bear its own attorney's fees and half the costs and fees of JAMS and the arbitrator; provided that the arbitrator shall be instructed to require the losing party to reimburse the prevailing party's attorney fees and costs of arbitration.

3. Notwithstanding Section 12.2, (a) either TrafFix Devices or Customer may seek any emergency equitable relief in any state of federal court located in Orange County, California; and (b) at its sole option, TrafFix Devices may pursue any claim for nonpayment by Customer in any state of federal court having jurisdiction over such matter. Customer hereby agrees that the state and federal courts located in Orange County, California shall be an appropriate venue for any action brought against Customer by TrafFix Devices under clause (b) of the preceding sentence.

Proprietary Rights

Subject to Customer's obligations to pay for Products, TrafFix Devices hereby grants to Customer a non-exclusive right and license under TrafFix Devices' intellectual property rights to use Products purchased hereunder for the intended use of such Products. Such license does not include a right to reverse engineer or create any derivative works of any patents or other intellectual property rights embodied or incorporated into such Products.

Confidentiality.

All non-public, confidential or proprietary information of TrafFix Devices, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by TrafFix Devices to TrafFix Devices, 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 the Order or these Terms is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by TrafFix Devices in writing. Upon TrafFix Devices' request, Customer shall promptly return all documents and other materials received from TrafFix Devices. TrafFix Devices shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.

Assignment.

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of TrafFix Devices. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Acknowledgement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall 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 shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Force Majeure

1. TrafFix Devices shall not be liable to Customer for any claim for loss or damages of any kind for failure by TrafFix Devices to perform its obligations under this Agreement if such failure is due to causes beyond TrafFix Devices' control or actions taken by TrafFix Devices to address stewardship or regulatory concerns (each an “Event of Force Majeure”), and TrafFix Devices shall, in such circumstances, have the right to either suspend performance without notice or to cancel the Agreement without liability.

2. An Event of Force Majeure also includes but is not limited to:

   1. acts of God,

   2. strikes, lock outs, other labor and industrial disputes and disturbances,

   3. civil disturbances, government requirements and regulations, directives, consent orders, court orders, accidents, acts of war or conditions arising out of or attributable to war or conflicts (whether declared or undeclared) inability to gain necessary regulatory or manufacturing approvals, permits, licenses for the manufacture, disposal, sale, use, or other necessary operational requirement,

   4. terrorism, rebellion, revolution, insurrection, riot, invasion, fire, storm, flood, explosion, earthquake, elements of nature, pandemics, epidemics, national or regional emergency, or

   5. shortage of, or inability or difficulty in procuring, necessary equipment, raw materials, power, or labor, or restrictions thereon or limitations upon the use thereof, and delays in transportation.