General Terms of Purchase

GENERAL TERMS OF PURCHASE

 

1. DEFINITIONS.
   1.1. “Buyer” means the Accu-Tech Corporation.
   1.2. “Confidential Information” means (a) the terms of this order; (b) all information and material disclosed or provided by Buyer to Seller, including Buyer’s Property; (c) all information Seller Personnel derive from Buyer’s Property; and (d) all of Buyer’s IP Rights. 
   1.3. “Order” means any purchase order issued by Buyer for the purchase of Products and/or Services.
   1.4. “Products” means those products described/specified in the Order.
   1.5. “Seller” means the person, firm or company named in the Order.
   1.6. “Services” means those services described/specified in the Order.
   1.7. “SOW” means any statement or scope of work between Seller and Buyer which references these Terms.
   1.8. “Terms” means these general terms of purchase and the Special Terms.
2. TERMS.  These Terms govern all Orders and SOWs placed by Buyer to Seller for the purchase of Products and/or Services. Each Order is an offer by Buyer to purchase Products and/or Services from Seller. All previous offers from Seller are hereby rejected. As an offer, each Order expressly limits acceptance to these Terms, and Buyer expressly objects to any different or inconsistent terms, terms contained in or referred to in Seller’s quotation, order acceptance, correspondence or elsewhere, implied by trade custom or practice or course of dealing or any additional terms in any response from Seller. By accepting this Terms, Seller shall be deemed to have assented to these General Terms of Purchase and any related Exhibits and Orders. Regardless of its construction as an offer, acceptance, confirmation or use to place orders for Products and/or Services pursuant to an earlier contract, the Order shall incorporate by reference all terms of the Uniform Commercial Code providing any protection for Buyer, including, without limitation, all Buyer’s remedies under the Uniform Commercial Code. Seller’s rights and remedies against Buyer, (as opposed to Seller’s obligations, risks, responsibilities, liabilities, and limitations) shall be limited solely to the rights and remedies provided in these Terms. These Terms supersede all prior written or oral statements between Buyer and Seller and constitutes the entire and only agreement between them relating to the Products and/or Services. No other condition shall apply to the Terms except as explicitly agreed by Buyer in writing.  Products supplied or Services performed prior to the Order being placed or acknowledged by Seller are subject to these Terms. The Order is deemed accepted as is by Seller upon the first of the following to occur: (i) Seller’s verbal or written acceptance of the Order; (ii) any performance by Seller pursuant to the Order; or (iii) the passage of two business days after Seller’s receipt of the Order without written notice to Buyer that Seller explicitly does not accept the Order.
3. PRICE.
   3.1. The price of the Products and Services shall be stated in the Order or if no price is stated the price shall be the lowest price currently quoted or charged at the date of the Order by Seller for the same or commercially similar products, but not higher than the price last quoted by Seller to Buyer. Unless otherwise agreed in writing, the price shall be exclusive of any applicable taxes, and a fixed price inclusive of all charges for disposable packing, costs associated with returnable packing and/or containers, carriage, delivery, insurance and all other charges, and no price escalation is allowed even if the purpose for which the Products and/or Services were purchased is delayed. Buyer shall be entitled to a bulk purchase or volume of purchase discount customarily granted by Seller. Any discount terms provided to Buyer shall be effective from either the date of delivery at Buyer’s destination or the date of mailing of invoice, whichever is later.
   3.2. Buyer may set off against the price any amounts due from Seller whether in the Order or otherwise (e.g., breach of warranty or of any other provision).
   3.3. Where off-loading is required, the price shall include Seller providing any special equipment to ensure delivery to the place directed by Buyer.
4. PAYMENT. Unless otherwise specified in the Order, Buyer shall pay for Products and/or Services within 90 days of: (i) Buyer’s receipt of the Products and/or completion of the Service; and (ii) the date when Seller’s undisputed complete and correct invoice, for such Products and/or Service is received by Buyer and is consistent with the Order. Buyer reserves the right to reject and return unpaid any invoice line item that is incorrect. Seller agrees that payment delays by Buyer will not impact new or existing Orders, unless payment delays are grossly (180 days or more) past due for any undisputed Seller invoice. The Seller shall ensure that the final invoice is clearly marked as a “FINAL Invoice”. If Buyer does not receive a final invoice within sixty (60) days after the completion of the work, Buyer reserves the right to disallow said invoices.
5. CHANGES.  Buyer shall have the right to modify, change, or cancel all or any part or item of the Order before delivery of the Products and/or Services, without any cost or liability to Buyer.  If such changes cause an increase or decrease in Seller’s cost of performance hereunder or in the time required for performance, an equitable adjustment shall be negotiated promptly and the Order shall be modified in writing accordingly. Any claim by Seller to an adjustment in the purchase price or delivery date(s) due to such change must be asserted by Seller to Buyer in writing within two business days from Buyer’s issuance of such revised Order; otherwise Seller waives its right to such an adjustment.  After receipt of Seller’s claim for an adjustment, Buyer may cancel all or part of the Order, without liability to Seller. The restocking fee and freight coverage constitute Seller’s sole remedy for cancellation of shipped Products.  Buyer assumes no obligation for Products shipped in excess of the amount specified in an Order.  Any over-shipment may be returned at Seller's expense.
6. TERMINATION. 
   6.1. Buyer shall have the right to terminate for convenience these Terms and/or Seller’s performance of all or a part of the Services by providing Seller with written notice of termination effective upon receipt by the Seller.
   6.2. In the event of any material breach of these Terms or an Order by either party, the non-breaching party may cancel the Order by giving thirty (30) days' prior written notice thereof; unless the party in breach has cured the breach prior to the expiration of the thirty (30) day period.
7. INSPECTION. RECALL.
   7.1. All Products and Services shall be subject to inspection and test by Buyer to the extent practicable at all times and places. The exercise of this right of inspection and test, or the failure to inspect or review an item, however, shall in no way relieve Seller of its obligations to furnish all Products and Services in strict accordance with this Order. Each Product and Service ordered will be subject to final inspection and acceptance by Buyer notwithstanding that title may have passed to Buyer, that Buyer may have made a prior payment or that Buyer may have performed some type of source inspection. Buyer reserves the right to reject any Product or Service, which is defective in material or workmanship or does not conform to drawings, specifications or samples at Seller's risk and expense. Delivery of defective or nonconforming Products and/or Services shall not be deemed to satisfy the delivery schedule required herein nor shall acceptance of any Products and/or Services be deemed to alter the obligation of Seller or the rights of Buyer under these Terms.  Furthermore, Buyer will be entitled to inspect and test the Products during manufacture or storage and to assess progress towards meeting the delivery date, by inspectors designated by the Buyer, If inspections and tests are made on the premises of the Seller, the Seller shall furnish without additional charge all reasonable facilities and assistance for the safety and convenience for the inspectors in the performance of their duties. All inspections and tests shall be performed in such a manner as to not delay the work unduly. In addition, Seller shall if requested by Buyer give Buyer reasonable notice of all tests and Buyer shall be entitled to be represented at such tests.
   7.2. If any Product purchased from Seller is the subject of a recall, safety notice or other corrective action plan (collectively, “Recall”), whether initiated by Seller, Buyer, or a government entity, Seller shall be responsible for any and all costs, expenses and damages associated with the Recall (“Recall Costs”).  Recall Costs include, but are not limited to, repairs, replacements, reimbursements, transportation costs, costs involved with the removal of any Products subject to a Recall, repairs associated with such Recall, return of such Products, delivery, and installation of Products that replace the Recalled Products, and all other associated costs and expenses, including all expenses, damages and losses incurred by Buyer in connection with such Recall.  Seller shall immediately notify Buyer of any investigation or inquiry initiated by a government agency relating to any Recall and take the appropriate steps to resolve the matter without exposing Buyer to any liability, damages or risk.
   7.3. All Products in an Order are returnable unless the Product has custom or special features and is identified in writing as “non-returnable” prior to acceptance of an Order. Seller shall issue factory authorization Product returns for any reason, without delay.
8. BUYER’S PROPERTY.  All patterns, dyes, molds, tooling, plans, drawings, specifications, samples and other materials or equipment supplied by Buyer to Seller or prepared or obtained by Seller for and at the cost of Buyer shall be the property of Buyer and shall be labeled and identified accordingly. Seller shall maintain all such items in good order and working condition (fair wear and tear expected). Seller shall at its own cost return all such items to Buyer upon demand in good order and working condition.  Should Seller fail to return the items, Buyer may (without prejudice to any other rights it may have) withhold payment of monies due to Seller under the Order to the value of the items until return of the items. Seller shall not use such items, nor shall it permit any other person to use such items for or in connection with any purpose other than pursuant to this Order unless authorized in writing by Buyer.
9. DELIVERY. Seller acknowledges that time is and shall remain of the essence with respect to the timely delivery of the Products and Services, including all quantities, performance dates, timetables, project milestones and other requirements in the Order.  Delivery dates may be specified by Buyer in the Order. Seller's failure to meet any delivery date shall constitute a material breach of these Terms. Seller shall deliver the Products and/or Services ordered by Buyer on or before the close of business on the delivery date specified on the applicable Order or according to the schedule thereon stated. If no delivery date is specified, Seller shall deliver the Products within a reasonable timeframe from Seller’s receipt of the Order. If Seller cannot comply with the delivery date specified in the Order, Seller shall immediately notify Buyer, but in no event, later than two business days from receipt of such Order. Buyer may then, at its sole discretion either: (i) request a new delivery date; (ii) request partial shipment of the available Products; or (iii) cancel all or any part of the Order without any penalty or liability.  Seller will, at no additional cost to Buyer, then employ accelerated measures such as expedite fees, premium transportation costs, or overtime required to meet the specified delivery schedule or minimize the lateness of deliveries. If Seller fails to deliver the Products or complete the Services in accordance with the Order, in each case by the applicable delivery or completion date, (a) Seller shall be responsible for any losses, claims, damages (including, but not limited to, liquidated damages), and reasonable costs and expenses incurred by Buyer and attributable to Seller’s failure to deliver the Products or provide the Services by the delivery date, and (b) Buyer may seek any other remedies it may have under this Order, at equity or law. In the event that Buyer terminates Agreement due to Seller’s failure to timely deliver, Seller agrees that Buyer may return all or part of any shipment so made, and may charge Seller with any loss or expense sustained as a result of such failure, which includes, but is not limited to, reimbursement of a reasonable amount of costs and/or expenses incurred by Buyer.
10. PACKING.  All Products shall be properly packed, marked, loaded, and shipped as required by this Agreement and the transporting carrier, and shipped in a manner in which will permit the lowest transportation rates to apply while meting required delivery dates, unless otherwise indicated on the Order. Unless otherwise agreed by Buyer in writing, Seller will provide all cases and packing material free of charge. Without prejudice to Buyer’s right of rejection and/or cancellation, damage to Products not properly or securely packed will be charged to Seller. The parties agree that no charge for packing, boxing, or cartage will be allowed unless expressly approved in writing by Buyer. Seller shall reimburse Buyer for all expenses incurred due to improper packing, marking, loading or routing. 
11. WARRANTY.

11.3. Seller represents and warrants that any Services provided shall be performed in a timely and professional manner by qualified and suitable personnel with adequate resources to meet the obligations in the Order pursuant to Buyer's specifications, published documentation, industry standards and applicable laws and regulations, whether local, state or federal. Services shall be deemed non-conforming if Seller, in Buyer's sole discretion, fails to comply in any material respect with Buyer's specifications, published documentation, or industry standards. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly re-perform the nonconforming Service. Should Seller fail to re-perform any Service in accordance with this warranty, or if immediate rework is necessary to maintain operations or avoid a loss of life, Buyer shall have the right to cause such rework to be made, utilizing its own forces and/or those of third parties as Buyer shall reasonably deem appropriate, at Seller’s expense. Furthermore, Seller shall procure and maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services.

11.4. The warranties in Sections 11.1, 11.2 and 11.3 shall continue in full force and effect for the longer of: (i) two (2) years from delivery of the Products to Buyer (or from completion of the warranty repair for nonconforming Products); (ii) the standard warranty period provided by Seller for the Products.  Seller shall not be relieved of such warranties by delivery, Buyer’s inspection and acceptance of, or payment for the Products and/or Services.  Seller shall obtain and assign to Buyer the warranties provided by the manufacturers or suppliers of material or equipment incorporated into the Products and shall perform its responsibilities so that such warranties remain in full force and effect.

11.5. The warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Products and/or Services with the foregoing warranties.

12. COMPLIANCE WITH LAWS.

12.1. Seller represents and warrants that its performance under these Terms and all Orders, shall at all times in compliance with all applicable laws, rules, and regulations, including but not limited to, all applicable export and import, anti-bribery and corruption, environmental protection, anti-human trafficking, and health and safety laws. Seller shall execute and deliver to Buyer any documents as may be required to effect or to evidence such compliance. Seller shall also comply with all applicable Federal Acquisition Regulations (FARs) and Executive Orders, including, without limitation, those contained at www.accu-tech.com/FAR, as amended from time to time. In addition, Seller acknowledges that it has read and agrees to comply with Buyer’s Supplier Code of Conduct available on Buyer’s website www.accu-tech.com/SupplierCode, as amended from time to time. To the extent permitted under applicable law, each party will indemnify and hold the other party harmless for any damages arising from its violation of any such laws, statutes, rules, and regulations.

12.2. Seller acknowledges that the U.S. Government, other governments, and international organizations publish Restricted Parties Lists (“Lists”) that identify parties restricted from certain transactions. Seller agrees to review relevant Lists prior to initiating transactions with any supplier for the production of the Products (or performance of any services) to ensure each supplier or sub-supplier is not included on any applicable Lists. Seller shall indemnify, defend, and hold harmless each of the Indemnified Persons from and against any and all Claims that result from Seller’s failure to comply with applicable Lists in performance of its obligations under this Purchase Order. 

13. INDEMNITY.

13.1. Notwithstanding anything contrary in these Terms, Seller shall protect, defend, hold harmless and indemnify Buyer and its directors, affiliates, employees, and agents (each, an “Indemnitee”) from and against any and all claims, actions, liabilities, losses, deficiencies, costs, damages, judgments, interest, awards, penalties, fines and expenses (including reasonable attorneys’ and professional fees and costs, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers) brought against or suffered by such Indemnitee in connection with the Order or the Indemnitee’s use, sale, offer for sale, distribution or possession of the Products and/or Services and arising out of:

13.1.1. any actual or alleged defect in the Products or Services;

13.1.2. Seller’s acts or omissions in the performance of the Order;

13.1.3. any actual or alleged violation by Seller, its agents, or by any Products or Services of any laws, statutes, ordinances, or any governmental administrative order, rule or regulations of any kind;

13.1.4. any actual or alleged infringement or misappropriation of a patent, copyright, trade secret or any other intellectual property right of any third party by Seller, its agents, or by any Products and/or Services (for purposes of clarity, an allegation of infringement or misappropriation of the Products and/or Services in claim or action will trigger this provision); and/or

13.1.5. any employer-employee related claim brought by any Seller employee, agent or contractor regarding their employment or relationship with Seller.

13.2. If Seller fails to assume its defense and indemnity obligations hereunder within 10 days from written notice by Buyer, Buyer has the right, but not the obligation, to proceed with its own defense (which shall include the right to settle such underlying claim or action), and Seller will reimburse and indemnify Buyer for any and all losses, settlement amounts, costs, and expenses (including reasonable attorneys’ fees and expenses) incurred by Buyer in connection with such matter. To the extent an action or a claim is made against Buyer alleging infringement by multiple parties and their respective products and/or services including Seller and its Products and/or Services, Seller will pay its proportionate share of any losses, settlement amounts, costs and expenses (including reasonable attorneys’ fees and expenses) as reasonably determined by Buyer.  Buyer may set off Seller’s proportionate share of all such losses, settlement amounts, costs, and expenses (including reasonable attorneys’ fees and expenses) against any amounts due to Seller.

13.3. Upon written notice to Buyer, Seller shall have the right to enter into a settlement with the party who brought a claim or action against Buyer as contemplated above; provided, (i) as part of such settlement, Seller must obtain Buyer’s prior written consent, (ii) a full release in favor of Buyer in such form satisfactory to Buyer, and (ii) Seller shall remain liable for its proportionate share of any costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Buyer up to the date of such settlement. With respect to the foregoing indemnity obligations, Seller waives any statutory limitation of liability to which it may otherwise be entitled under workers’ compensation acts, disability benefit acts, or other employee benefit acts or similar statutes.

13.4. Seller shall indemnify, defend, and hold Buyer harmless from and against any claim for, or notice of, lien, encumbrance, or other claim for payment or notice of non-payment collectively “Lien”), any suit to enforce or recover or foreclose upon a Lien, and from any costs, expenses, attorney’s fees, consultants’ fees, and litigation costs incurred by the Seller in connection with any Lien, which arises in connection with Seller’s Work or is asserted by any of the Seller’s subcontractors, supplies, vendors, employees, creditors, labor unions, or laborers (“Seller’s Lien Costs”). 

13.5. Seller’s indemnification obligations shall survive termination of this Agreement, shall extend to claims occurring after termination of this Agreement, and are independent from, and not limited in any manner, by the Seller’s insurance coverage required by this Agreement.

14. INSURANCE. Seller shall procure and maintain, at its sole expense, insurance with coverage at least equal to what a prudent company would carry under similar circumstances or as required by law, and will provide details of its insurance coverage upon request. Seller’s insurance policies shall state that they are primary and not additional to, or contributing with, any other insurance carried by the Buyer or its affiliates.  Each liability policy of Seller shall contain a “separation of insureds” provision stating that, except for limits of liability, the policies shall operate as though separate policies have been issued to each insured.  Seller shall ensure that any cancellation or non-renewal of the policies required by the Agreement shall not occur unless the Seller has first given thirty (30) days’ written notice to the Buyer of such cancellation, non-renewal or change in policy and obtains Buyer’s approval in writing. Failure to provide the necessary notice will constitute as a material breach of this Agreement.  Certificates of Insurance, or certified copies of policies acceptable to the Buyer shall be filed with the Buyer prior to the commencement of the Seller’s Work, and again with any renewal, extension, or alteration of all or any part of the insurance, by the way of a Certificate of Insurance or Certified Copy of the Policy. 

15. ASSIGNMENT. Neither this Agreement not any interest or proceeds therein or claim thereunder shall be assigned or transferred by the Seller except as expressly authorized in writing by the Buyer.  The Buyer reserves the right to assign this Agreement to any affiliated company or a successor in interest.

16. SUSPENSION. Buyer may at any time, suspend or extend the time for, Seller’s performance, upon ten (10) days prior written notice of the suspension or extension.  Thereafter, Seller shall resume performance as directed by Buyer.  In the event of a suspension or extension, Seller shall be entitled to reimbursement for additional costs reasonably necessary and actual incurred by Seller in suspending or extending the period, if claimed in writing within thirty (30) days after resumption of performance.  Seller shall have the duty to make reasonable efforts to mitigate additional costs. 

17. SEVERABILITY. The invalidity or unenforceability of any portion or provision of this Purchase Order shall not affect the validity or enforceability of any other portion or provision. Any invalid or unenforceable portion or provision shall be deemed severed from this Purchas Order.  The Parties shall modify such portion or provisions of this Purchase Order to effect the Parties’ original intent and amend this Purchase Order by incorporating the modifications herein. 

18. FORCE MAJEURE. Seller or Buyer may delay delivery or acceptance occasioned by causes beyond Seller’s or Buyer’s reasonable control. If such delay exists beyond a period of five (5) days, the Buyer, at its option, shall have the right to, without liability to the seller: (a) terminate the Agreement, in whole or in part; (b) suspend the Agreement for the duration of the delaying cause; (c) resume performance under the Agreement once the delaying cause ceases; or (d) extend the effective dates up to the length of time the contingency endured, all without liability to the Seller. 

19. TITLE. Products furnished by Seller hereunder shall become the property of Buyer or Owner, as applicable, upon payment therefore or upon delivery, whichever occurs first.  Passing of title upon such delivery shall not constitute acceptance of the goods by Buyer or relieve Seller of any of its obligations hereunder. 

20. RELATIONSHIP OF THE PARTIES.  Each party shall furnish to the other such cooperation and assistance as may be reasonably required in relation to the activities performed in connection with these Terms and all Orders; provided, however, that the parties, as between themselves, shall be deemed to be independent contractors, have no right to assume or create any obligation or responsibility on behalf of the other party, and the employees of one shall not be deemed to be the employees of the other. Neither party shall hold itself out as an agent of the other party. These Terms will not be construed to create or imply any partnership, agency, joint venture, or business entity of any kind. Furthermore, Seller shall conduct all of its business relating to the processing of its materials and/or services in Seller’s name and at Seller’s cost and expense, and nothing herein shall authorize or empower either party to assume or create any obligation or responsibility whatsoever, express or implied, on behalf or in the name of the other party, or to bind the other party in any manner, or to make any representation, warranty, or commitment on behalf of the other party. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts   of either or both parties.

21. SELLER PERSONNEL. All personnel used by the Seller shall be, and shall at all times remain, employees or agents of the Seller. The Seller shall supervise and direct any work performed hereunder and shall be solely responsible for means, methods, techniques, sequences and procedures for such work. All work shall be performed in accordance with specifications set forth in this Agreement, and such authorized Change Orders. The Seller assumes full and complete responsibility for the acts of its personnel and its agents. The Seller assumes full responsibility for compliance with any and all federal, state and local laws, ordinances and regulations pertaining to the employment, hours of work, workers' compensation, unemployment compensation, working conditions, payment of wages and benefits, deductions for taxes and similar matters. The Seller shall employ only competent personnel, with the appropriate background and experience to perform the job description as described in this Agreement. At the request of Buyer, the Seller shall immediately remove from any work site any employee or agent of the Seller which Buyer deems unfit. The Seller shall require all of its officers, directors, employees or agents to comply with all rules and regulations governing the performance of its work on the premises and in the building in which the work is to be performed. The Seller shall enforce strict discipline among its employees and agents

22. SUBCONTRACTORS. For any services performed under these Terms or any Order, Seller shall notify Buyer if subcontractors will be providing the Services on Buyer’s property.  Seller shall, if requested to do so by Buyer, remove from the job any of its employees or subcontractor employees whom Buyer determined to be incompetent, careless, negligent, unsafe, insubordinate, dishonest, uncooperative, or otherwise objectionable.  Supplier shall remain fully and unconditionally liable for all services performed by its subcontractors under these Terms.   

23. CONFIDENTIALITY. These Terms and the Order contain confidential information, and each party shall strictly protect the confidentiality hereof, shall not disclose the confidential information to any third party without prior written approval of the disclosing party, and shall protect the confidential information with the same degree of care as receiving party normally uses in the protection of its own confidential information, but in no case with any less degree than reasonable care. The receiving party shall restrict internal disclosure of confidential information to its employees with a need-to-know such information and advise such employees of the obligations assumed hereunder. Information on the Order is furnished to Seller by Buyer on the understanding that Seller has the right to only use that information for the purposes of fulfilling such Order.

24. LAW. VENUE. These Terms are governed, interpreted, and construed according to the substantive laws of the State of Georgia without regard to conflicts of laws principles and is not governed by the Convention on the International Sale of Goods.  Any dispute or controversy arising under these Terms or an Order, such dispute or controversy shall be brought for resolution in state or federal courts located in Atlanta, Georgia.  Buyer and Seller hereby consent to the exclusive jurisdiction and venue of such courts and shall not contest or challenge the jurisdiction or venue of such courts.  Notwithstanding the foregoing, if a dispute arises between Seller and Buyer, Seller shall continue to provide Products and Services to Buyer pursuant to Buyer’s pending and subsequent Orders and shall not suspend shipments of Products or providing Services during the pendency of such dispute.

25. GENERAL. No amendments, modifications, waivers, rescission, or termination of these Terms can be made through the parties’ course of dealings and no such change can be made except in a single writing signed by the parties hereto.  Failure by Buyer to exercise any right or remedy under these Terms will not be deemed a waiver of such right or remedy unless in writing signed by Buyer, nor shall any waiver be implied from the acceptance of any payment.  No waiver by Buyer of any right shall extend to or affect any other right, nor shall a waiver by Buyer of any breach extend to any subsequent similar or dissimilar breach.  Buyer reserves the right to suspend shipments of Products in an Order in the event of strike, differences with workmen, accidents at Buyer's locations, or any other contingencies beyond Buyer's reasonable control.  These Terms shall be for the benefit of the parties and not for the benefit of any other person.  Seller may not assign the Order without the express written approval of Buyer.  Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of these Terms will remain in full force and effect.  Neither party will make any public announcements regarding these Terms without the other party’s prior written consent as to nature, content, and timing. Any notice given under these Terms shall be in writing and sent to the party’s address set out in the Order.  Any section of these Terms which by their nature should survive after the fulfilment of the Order or termination of these Terms shall survive such fulfilment or termination.

 

Effective as of January 1^st, 2020

 

 

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