Standard Terms and Conditions
These standard terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the
goods (“Goods”) and services (“Services”) by Nevada Laboratories & Analytics, Inc. (“Seller”) to the buyer named
on the reverse side of these Terms (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract
signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and
conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
The accompanying invoice (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”)
comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings,
agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms
prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted
its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms
and conditions and does not serve to modify or amend these Terms.
Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time, change
the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of
the Services, or the fees or any performance dates set forth in the Sales Confirmation.
1. Delivery of Goods and Performance of Services.
a. Delivery of Goods. The Goods will be delivered within a reasonable time after the receipt of
Buyer’s purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss,
or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to its
offices at 4610 Arrowhead Drive, Carson City, NV 89706 (the “Delivery Point”) using Seller’s standard
methods for packaging such Goods. If for any reason Buyer fails to accept delivery of any of the Goods within
thirty (30) days’ of the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery
Point: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered;
and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable
for all related costs and expenses (including, without limitation, storage and insurance).
b. Performance of Services. Seller shall use reasonable efforts to meet any performance dates to
render the Services specified in the Sales Confirmation, and any such dates shall be estimates only. With
respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide
such access to Buyer’s premises, and such office accommodation and other facilities as may reasonably be
requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to
provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller
to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer
materials or information as Seller may request and Buyer considers reasonably necessary to carry out the
Services in a timely manner and ensure that such customer materials or information are complete and accurate
in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all
applicable laws in relation to the Services before the date on which the Services are to start.
2. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery
Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller
a lien on and security interest in and to all of the right, title, and interest of Buyer in, to and under the Goods,
wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all
accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance
proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money
security interest under the Nevada Uniform Commercial Code.
3. Shipping and Handling.
a. Handling and Packaging for Delivery. Buyer shall be responsible for all packaging and
handling costs (“Handling Costs”), such as the costs of loading and palletizing products required for Buyer
(or its designated shipping agent or common carrier) to take delivery of the Goods at the Delivery Point.
b. Shipping. Buyer shall be responsible for any and all shipping costs (“Shipping Costs” and
together with Handling Costs, the “Shipping and Handling Costs”) from the Delivery Point to the Buyer’s
location or another location designated by the Buyer. Unless otherwise agreed to in writing by Seller, all orders
must be shipped within the continental United States. Free shipping promotions and/or discount coupons
for regular retail customers do not apply to wholesale, bulk, or custom orders.
c. Estimated Shipping and Handling Costs. The Sales Confirmation contains estimates of the
Shipping and Handling Costs. Seller shall provide the actual Shipping and Handling Costs that the Buyer shall
be responsible for on the final invoice (“Final Invoice”), provided, however, that Seller shall have the right to
modify its shipping instructions based on the final amount for Shipping Costs indicated in the Final Invoice. In
any event, Buyer shall be responsible for all Shipping Costs, including Shipping Costs owed as a result of its
failure to timely notify Seller of a change in the shipping instructions.
4. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Agreement is prevented or
delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall
not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or
losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such
prevention or delay.
5. Inspection and Rejection of Nonconforming Goods.
a. Buyer shall inspect the Goods upon/within ten (10) days of receipt (“Inspection Period”).
Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming
Goods during the Inspection Period and furnishes such written evidence or other documentation as required by
b. “Nonconforming Goods” means only the following: (i) product shipped is different than
identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
c. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole
discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for
such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer
in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s
facility located at 4610 Arrowhead Drive, Carson City, NV 89706. If Seller exercises its option to replace
Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to
Buyer, at Seller’s expense and risk of loss, the replaced Goods to the Delivery Point.
d. Buyer acknowledges and agrees that the remedies set forth in Section 5(c) are Buyer’s
exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 5(c), all sales
of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this
Agreement to Seller.
6. Price. Any prices quoted in a Sales Confirmation shall only be valid for orders placed within thirty (30) days
from the date of the Sales Confirmation. Prices are stated in U.S. dollars and based on shipping/delivery on an
FBO (Seller’s location) basis, unless otherwise agreed to in writing by Seller and Buyer. Seller reserves the
right to correct any typographical or clerical errors. All Prices are exclusive of all sales, use, and excise taxes,
and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any
amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that,
Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross
receipts, personal or real property, or other assets.
7. Payment Terms.
a. The Sales Confirmation shall set forth the payment terms applicable to each order for Goods or
Services. Seller may conduct a credit inquiry, which, along with other factors such as the size of the
order and the degree of customization or up-front investment required by Seller, may determine the
payment terms applicable to Buyer’s order. By accepting the Sales Confirmation, Buyer accepts the
payment terms indicated on the Sales Confirmation, which shall be one of the following:
Payment in Advance “PIA”: Buyer shall pay 100% of the invoiced purchase price on the Sales
Confirmation, exclusive of any estimated Shipping and Handling Costs, prior to Seller commencing
work on the order (subject to subsequent modification of the purchase price pursuant to Section 11 and
as reflected on the Final Invoice). Buyer shall pay all Shipping and Handling Costs indicated on the
Final Invoice, if applicable, prior to delivery.
“50/50”: Buyer shall pay: (1) 50% of the invoiced purchase price on the Sales Confirmation, exclusive
of any estimated Shipping and Handling Costs, prior to Seller commencing work on the order; and (2)
the remaining 50% of the invoiced purchase price on the Sales Confirmation (as adjusted for actual
Shipping and Handling Costs by the Final Invoice) upon delivery.
“Net 30”: Buyer shall pay 100% of the invoiced purchase price on the Sales Confirmation (as adjusted
for actual Shipping and Handling Costs by the Final Invoice) within thirty (30) days of delivery.
b. Late Payments. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per
month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without
limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law
(which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to
suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer
fails to pay any amounts when due hereunder.
c. No Set-Off Right. Buyer shall not withhold payment of any amounts due and payable by reason of
any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or
8. Buyer to provide proof of tax exemption with Order. Unless Buyer provides the appropriate exemption
certificates and/or licenses, duties and taxes that are required to be levied by state, federal or other
governments will be collected from Buyer and reflected on the final invoice. Any change in law, regulation, or
government practice that causes a variation of any kind in the applicable charges from the amounts stated in
the purchase offer shall result in an equivalent change in the price quoted.
9. Minimum Order. Seller reserves the right to reject orders for quantities that fall below its minimum order
quantity requirements (“MOQs”). MOQs vary by product. Seller’s MOQs are listed on its standard pricing
sheets. Seller may, in its sole and absolute discretion, accept orders that fall below the MOQ required for a
specific product or products. Acceptance of any order by Seller shall constitute its agreement that such order
satisfies its MOQs, or that Seller is willing to waive the MOQs for this particular order. Waiver by Seller of
MOQs for a particular order shall not constitute a general waiver of its MOQs for other orders by Buyer.
10. Custom Labeling/Bottling. Seller may, upon Buyer’s request, provide custom bottling and labeling of
products to Buyer’s specifications. Seller is not in the business of providing legal or regulatory advice, and is
not responsible for ensuring that the bottling and labeling specifications/claims, including any advertising or
promotional statements on the label or packaging, provided by Buyer comply with applicable law, including
any local, state or federal regulations. For the avoidance of doubt, bottling and labeling specifications/claims
include any “best by” dating. Buyer is responsible for conducting its own shelf-life studies to substantiate the
“best by” dating provided to Seller. Moreover, BUYER AGREES TO PROTECT, DEFEND, INDEMNIFY
AND HOLD SELLER AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS,
AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES AND REPRESENTATIVES HARMLESS
FROM AND AGAINST ALL LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND
EXPENSES OF EVERY KIND AND CHARACTER, AS INCURRED, RESULTING FROM OR
RELATING TO OR ARISING OUT OF THE BOTTLING AND LABELING
SPECIFICATIONS/CLAIMS, INCLUDING ANY ADVERTISING OR PROMOTIONAL
STATEMENTS ON THE LABEL OR PACKAGING, PROVIDED BY BUYER.
11. Overages/Underages. Given the nature of the manufacturing process, it is not always possible for Seller to
manufacture the exact quantities ordered by Buyer. Seller reserves the right to modify order quantities that are
within ten (10) percent of the amount specified in Buyer’s order, and update the Buyer’s purchase price
accordingly. Seller will communicate any modifications to the quantities in Buyer’s original order by issuing a
Final Invoice prior to shipping the products. Such overages or underages as fall within the margins specified in
this section shall not constitute grounds for the Buyer to reject delivery of the Goods.
12. Seller’s Retention of All Intellectual Property Rights. Unless otherwise agreed to in writing by Buyer and
Seller, Seller shall retain ownership of all Intellectual Property Rights in or related to the Goods and Services,
including Seller’s confidential information and any products developed and manufactured solely by Seller,
regardless of whether such development and manufacturing was conducted for Buyer, and any Intellectual
Property Rights contained therein. “Intellectual Property Rights” means all industrial and other intellectual
property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not
trademarks, registered by any authorized private registrar or governmental authority, web addresses, web
pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or
not copyrightable, including copyrights and copyrightable works, software, and firmware, data, data files, and
databases and other specifications and documentation; (e) trade secrets; (f) trade practice, know-how, or
show-how, (g) formulations or reformulations of any kind (e.g. emulsification, encapsulation, lyophilizing,
freeze-drying, crystallizing, powdering or the like); and (h) all industrial and other intellectual property rights,
and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the
exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and
including all registrations and applications for, and renewals or extensions of, these rights or forms of
protection under the laws of any jurisdiction throughout in any part of the world.
13. Third-Party Testing. Buyer waives the right to conduct its own third-party analytics. Where applicable, total
CBD concentration calculations include both CBD and CBDA. For purposes of this calculation, any CBDA
present in the final product is converted to CBD at a rate of 87.72% for purposes of purchase price
calculations. Pixis Labs, or another reputable third-party, laboratory designated by Seller, will be the analytics
laboratory of record (the “Laboratory of Record”), used for all contractual measurements and analytics.
Buyer also agrees that any testing shall be subject to the standard sampling procedures used by Seller and/or
the Laboratory of Record.
14. Hand Sanitizer Sales.
a. Buyer Representations and Warranties. Buyer represents and warrants that it: (i) is aware that
certain state laws, regulations and executive orders prohibit price-gouging practices with respect to
certain necessary goods, and that during the pendency of the COVID-19 pandemic and associated
states of emergency, the resale of hand sanitizer and other personal protective equipment may be
subject to such laws, regulations and orders; and (ii) does not intend and will not violate any such
laws, regulations orders or other applicable law in the event it intends to resale hand sanitizer products
purchased from Seller.
b. Indemnification. BUYER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD
SELLER AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS,
AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES AND REPRESENTATIVES
HARMLESS FROM AND AGAINST ALL LOSSES, COSTS, LIABILITIES, CLAIMS,
DAMAGES AND EXPENSES OF EVERY KIND AND CHARACTER, AS INCURRED,
RESULTING FROM OR RELATING TO OR ARISING OUT OF THE BUYER’S RESALE
OF THE HAND SANITIZER PRODUCTS PURCHASED FROM SELLER IN ALLEGED
VIOLATION OF ANY STATE, FEDERAL, FOREIGN, OR INTERNATIONAL LAWS,
REGULATIONS, EXECUTIVE ORDERS, OR OTHER APPLICABLE LAW GOVERNING
ANTI-PRICE GOUGING OR SIMILAR PRICING PRACTICES.
15. Extraction, Remediation and Processing Services.
a. Required Compliance Documentation. If Buyer engages Seller to provide extraction, remediation,
or other processing services for Buyer-supplied hemp biomass or crude oil (“Customer-Supplied
Material”), Buyer hereby agrees to provide Seller with the following compliance documentation and
information with each shipment: (a) the hemp grower’s licenses for each grower from which the
Customer-Supplied Material originated; (b) the hemp processor’s license, if applicable, for any
Buyer-supplied crude oil; (c) Certificates of Analysis (COAs) for each lot of Customer-Supplied
Material; and (d) if applicable, all documents and information required by the National Organic
Program (NOP) and Centuria’s third-party organic certifying body, Oregon Tilth, including, but not
limited to, hemp grower’s and/or processor’s licenses for each party in the chain of custody, city
business licenses for the foregoing if grower’s or processor’s licenses are not required by the state of
origin, FDA registration number, and current organic facility certifications, current product listing
OSPS. Centuria reserves the right to refuse to accept a shipment of Customer-Supplied Material for
which no or insufficient documentation is available to demonstrate compliance with applicable law.
b. Required Intake Testing of Customer-Supplied Material. As part of Seller’s compliance and
quality programs, Seller will take representative samples of any Customer-Supplied Material and send
the material for testing by a third-party laboratory of its choosing to confirm the results of Buyer’s
COAs, including Delta 9 tetrahydrocannabinol (“THC”), pesticide, and heavy-metal levels. If
third-party testing reveals levels of pesticides, heavy metals or other contaminants in excess of those
allowed under California Proposition 65, “The Safe Drinking Water and Toxic Enforcement Act of
1986” or non-compliant levels of THC in the hemp biomass (above .3%), Seller may refuse to
commence Services on the Customer-Supplied Material and ship the Customer-Supplied Material back
to Buyer at Buyer’s expense.
c. Acceptable Remediation Losses. Buyer acknowledges and agrees that the remediation process may
result in an up to 14% loss in mass of total CBD in the resulting remediated oil (the “Remediated
Oil”). Buyer further agrees that such losses are an acceptable consequence of the remediation process
and do not affect its payment or other obligations to Seller.
d. Water-Soluble Processing Services. If Buyer has engaged Seller to provide water-soluble processing
services, Buyer acknowledges and agrees that the actual CBD content of the finished water-soluble
product (each, a “Water-Soluble Product”) will vary depending on the cannabinoid content of the
Customer-Supplied Material. Buyer acknowledges and agrees that any loss in mass of total CBD of
5% during processing of Remediated Oil into a water-soluble liquid product or 8% during the
processing of Remediated Oil into a water-soluble powder product is an acceptable consequence of
processing and shall not affect Buyer’s payment or other obligations to Seller.
16. Cancellations. In the absence of a separate, written agreement between Seller and Buyer, no purchase order
that has been accepted by Seller may be cancelled by Buyer for any reason.
17. Changes. Seller may, at any time prior, but not with respect to orders that have already been accepted by
Seller, in its sole and absolute discretion, make changes to the products it offers (whether in specifications,
materials, the addition of improvements, or otherwise), and may discontinue the manufacture of any product,
all in its sole and absolute discretion, without incurring any obligations of any kind as a result thereof, whether
for failure to fill an order accepted by Seller, or otherwise.
18. No Warranties. Seller makes no warranties, express or implied, with respect to articles or products
manufactured or provided by any party other than Seller, except to transfer to the customer, where permissible,
any warranty provided to Seller by the original manufacturer of a component of a product (for example,
packaging components). Except as provided herein and to the fullest extent allowable by law, Seller expressly
disclaims all representations, promises, or warranties, express or implied with respect to any products, articles,
work, or services, including any warranties of merchantability and of fitness for a particular purpose.
19. Limitation of Liability.
a. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER 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 SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT SHALL SELLER’S 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 FIVE TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE
GOODS AND SERVICES SOLD HEREUNDER.
c. The limitation of liability set forth in Section 16(b) shall not apply to (i) liability resulting from Seller’s
gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or
20. Relationship of the Parties. The relationship between Seller and Buyer is that of an independent contractor
and Buyer agrees that it has not and shall not hold itself out as, nor shall Buyer be deemed to be, an agent of
21. Choice of Law; Dispute Resolution. Prior to initiating any action or request for arbitration, the Parties shall
make good faith efforts to attempt to amicably settle all disputes, controversies, or differences which may arise
between Parties hereto, out of or in relation to or in connection with any order or breach thereof. In the event
that an amicable settlement is not reached within 30 calendar days after the disputes first arise, except for any
action to protect intellectual-property rights or to enforce an arbitrator’s decision hereunder, all disputes or
claims arising out of or relating to the order shall be submitted to and finally resolved by arbitration as selected
by the non-moving party, which shall be under either the rules JAMS or of the American Arbitration
Association (“AAA”), then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by
mutual agreement of the Parties in accordance with arbitrating entity’s rules. Both Parties waive any objections
or defense based on lack of personal jurisdiction or venue. The arbitrator shall apply the laws of Nevada to all
issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be
consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator
shall be final and binding on the Parties, and may be entered in any court of competent jurisdiction for
enforcement. Each of the Parties shall bear its own costs of arbitration. Arbitration fees shall be split equally
between the parties. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT
APPLICABLE OR IF THE PARTIES ARE SEEKING INJUNCTIVE OR EQUITABLE RELIEF,
THEN EACH PARTY, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE
RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES
HERETO, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE
FEDERAL OR STATE COURTS OF NEVADA. The prevailing Party in any legal proceeding brought by
one Party against the other Party and arising out of or in connection with this Agreement shall be entitled to
recover its legal expenses, including costs and reasonable attorneys’ fees.
22. Amendment and Modification. These Terms may only be amended or modified in a writing stating
specifically that it amends these Terms and is signed by an authorized representative of each party.
23. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this
Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due
under this Agreement and such failure continues for 7 days after Buyer’s receipt of written notice of
nonpayment; or (b) has not otherwise performed or complied with any of these Terms, in whole or in part.
24. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth
in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or
privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial
exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or
the exercise of any other right, remedy, power, or privilege.
25. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not
limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations,
customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, 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 this Agreement is confidential, solely for the use of
performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in
writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from
Seller. Seller 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 Buyer at the time of disclosure; or (c) rightfully
obtained by Buyer on a non-confidential basis from a third party. Without limiting any of the foregoing, this
provision shall continue in full force and effect with respect to any trade secret (information that (i) derives
independent economic value, actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy) for such
additional period as such information remains a trade secret.
26. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or
breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when
and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable
control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental
actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil
unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes
(whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or
delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or
27. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement
without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section
is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
28. 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.
29. 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.
30. 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 Sales
Confirmation 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), 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.
31. 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.
32. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in
force after any termination or expiration of this Agreement including, but not limited to, the following
provisions: Confidential Information, Choice of Law and Dispute Resolution, Severability, and Survival.