The following are our Terms and Conditions of Sale. A document containing these terms is provided here to download.
“Customer” shall mean the customer that purchases Product/Services pursuant to an Order.
“Delivery Point” shall mean the location of delivery of Product stated in the Order.
“Order” shall mean the agreement between COMPANY and the Customer (individually “Party” and collectively “the Parties”) for the sale and purchase of the Product/Services that incorporates by reference these Terms and Conditions of Sale and any contemporaneous writing or Quotation.
“Product” means all components, spare parts, goods, product, or materials of any kind, which are supplied by COMPANY under this Order.
“Third Party Products” shall mean products and software of a third party vendor. If Third Party Products are supplied by the COMPANY under this Order, notwithstanding anything to the contrary, such supply is made on a “pass-through” basis only and is subject to the terms and conditions of the third party vendor, including but not limited to warranties, licenses, indemnities, limitation of liability, prices and changes thereto. For time and materials orders, Third Party Products are quoted subject to price changes imposed by third party vendors between the date of the Order encompassing such Third Party Products and the date of COMPANY’s invoice related to that Third Party Product.
“Software” shall mean computer software programs, in object code form including firmware and custom software, and instructions manuals, specifications and related documentation in written or electronic form, their related instructions manuals and documentation, for which COMPANY grants Customer a license under this Order.
“Quotation” means the written Quotation or tender submitted by the COMPANY to Customer.
“Services” means all services, including maintenance and installation services, provided under this Order.
“Specifications” shall mean the COMPANY’s standard specifications applicable to the Product at the time of execution of the Order hereunder or the specific requirements mutually agreed upon between the Parties in Orders hereunder in relation to the Product.
“SELLER” shall mean any Smiths Interconnect entity or business from which Customer has submitted an Order.
“Warranty” or “Warranties” means the warranties set forth in Article 8.
2. OFFER AND GOVERNING PROVISIONS: Each Quotation and Order acknowledgement issued by COMPANY (i) is an offer by COMPANY to sell the goods and/or services described in it in accordance with these Terms and Conditions of Sale, (ii) is not an acceptance of any offer made by the Customer, and (iii) is expressly conditioned upon the Customer’s assent to these Terms and Conditions of Sale and waiver of any differing terms of conditions. Such assent and waiver is evidenced by Customer’s Order (any contrary terms or conditions of which shall be disregarded) or by accepting delivery of the first shipment hereunder. COMPANY rejects any additional or different terms contained in any purchase order or other communication previously or hereafter provided by Customer to COMPANY including any acknowledgement, shipping documents, terms and conditions or otherwise. No such additional or different terms or conditions will be of any force or effect. The terms of the Order will be the entire agreement between Customer and COMPANY on the subject of the transaction that it describes and there are no conditions to that agreement that are not part of the Order. These Terms and Conditions of Sale may be modified only by a written document signed by duly authorized representatives of COMPANY and Customer.
3. MINIMUM VALUE OF ORDER: No Order shall be made or accepted unless it is in respect of Products with an aggregate purchase price of at least one thousand five hundred pounds sterling (£1,500), except with the written agreement of SELLER.
4. PAYMENT: Payment in full of the purchase price shall be made in the currency as stated in the Quotation and Order within 30 days of the date of invoice, unless otherwise agreed by the parties in a signed writing. Customer acknowledges that COMPANY has the right to reassess Customer’s creditworthiness from time to time. To the extent such is in accordance with law, in the event there is a decline in Customer’s creditworthiness, COMPANY may, upon thirty (30) days written notice, revise the payment terms between the parties. Upon request, Customer shall provide financial data evidencing the Customer’s worth in order for COMPANY to
determine the creditworthiness of Customer. Such information shall include, but not be limited to, annual reports, balance sheets, and bank records.
Payments advices from Customer shall include the following information: invoice number, amount of payment, and purchase order number.
If Customer is delinquent in its payment obligations, without prejudice to any other remedies available to it by law or in equity, COMPANY may demand immediate payment and at COMPANY’s option (i) suspend all further deliveries to be made under the purchase order or any further performance under any other contract with Customer or Customer’s affiliates, in which event Customer shall not be released in any respect from its obligations to COMPANY under the purchase order; (ii) recover all costs of collection including but not limited to reasonable attorneys’ fees; (iii) repossess the Product for which payment has not been made; (vi) charge interest at 8% per annum above the Bank of England base rate from time to time on the past due amount, not to exceed the interest percentage allowed by law; and (vii) reassess the credit worthiness of Customer and change any current payment terms. Any discount from COMPANY’s rates, if any, shall cease to apply to the delinquent invoice, Customer shall be invoiced for such differences in cost, and shall immediately pay the resulting invoice.
Customer shall not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from COMPANY and/or its affiliates.
5. REJECTION OF PRODUCT: Customer shall have ten (10) days from arrival of Product at the Delivery Point to notify COMPANY of rejection of Product for non- conformity with the Order. Any notice of rejection must be in writing, identify this Order and describe all defects of the Product on which Customer intends to rely. No Products shall be returned without COMPANY’s express instructions.
6. CANCELLATION: COMPANY at its option and in addition to its other remedies may without liability cancel this Order or refuse shipment, if (a) Customer is in default in any payments or other performance due COMPANY under this Order or any other agreement (b) Customer becomes insolvent or a petition in bankruptcy is filed with respect to Customer (or similar event) or (c) causes beyond COMPANY’S control make it impossible to assure its timely performance. Customer may cancel the remaining unfilled portion of its Order only upon written consent of COMPANY and payment of the full price for that portion of the Order that COMPANY has substantially completed at time of cancellation plus reasonable cancellation charges which shall include the full profit plus all costs incurred in connection with the canceled portion of the Order such as overhead and administrative costs, commitments made by COMPANY as a consequence of Customer’s Order and the cost of all work-in-progress. Cancellation charges shall not exceed the purchase price of the canceled portion of the Order.
7. LIENS; TITLE; RISK: (A) Risk of loss to Product passes to Customer on delivery of Product to the Delivery Point. (B) Legal and beneficial ownership of the Products shall not pass to Customer until COMPANY has received payment of the full purchase price of the Products in cleared funds and all other sums which are or which become due to COMPANY from the Customer on any account whatsoever. Until ownership has passed to CUSTOMER, CUSTOMER shall: (i) hold the Products on a fiduciary basis as COMPANY’s bailee, (ii) store the products (at no cost to COMPANY) separately from all other products of Customer or any third party in such way as they remain readily identifiable as COMPANY’s property, (iii) not destroy, deface or obscure any identifying mark or packaging relating to the Products, (iv) maintain the Products in satisfactory condition, and (v) keep the Products insured for their full price against all risks to the reasonable satisfaction of COMPANY. Customer may use and resell the Products in the ordinary course of its business before ownership has passed to it buy only if the sale is at full market value as a sale of COMPANY’s property on COMPANY’s own behalf and with COMPANY dealing as principal when making the sale. If Customer includes a retention of the title clause in the form of this Section 6 in its sale contract with its customer, Customer’s right to possession, use and release of the Products shall terminate immediately if Section 5 applies. Notwithstanding the foregoing, all risk of loss or damage shall be borne by Customer from the time of delivery of the Products by COMPANY to a public carrier or other manner of transportation.
8. DELIVERY: All delivery hereunder is per Incoterms 2010 via EXW Seller’s Facility, unless expressly provided to the contrary on the accompanying Quotation and Order.
9. WARRANTIES: (A) COMPANY warrants the Product manufactured by COMPANY for a period of six (6) months from delivery to the Delivery Point (‘Warranty Period’) will materially conform to COMPANY’s standard specifications available from the COMPANY for such Product at the time of the issuance of the Order or to the Specifications agreed between the Parties, including drawings or
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descriptions, specification sheets, drawings, notes and technical data for such Product. COMPANY further warrants that Product, at the time of their delivery, will be free from defects in material and workmanship for the Warranty Period. If a Product sold to Customer under an Order is test and measurement equipment (e.g., PPIM), such Product shall require an annual calibration to be performed by the COMPANY to maintain its month warranty. THE PPIM ACCESSORY KIT SHALL BE CONSIDERED CONSUMABLES, AND ARE NOT COVERED UNDER THE COMPANY WARRANTY.
(B) The express warranty set forth in the first sentence of this paragraph shall be the only warranty given by COMPANY with respect to the Product/Services provided.
(C) For Third Party Products not manufactured by COMPANY, COMPANY’s only responsibility is to assign to its Customer any manufacturer’s warranty that does not prohibit such assignment.
(D) Product and parts that are consumed in normal operation are not covered by this Warranty.
(E) If the Customer discovers a defect within the applicable Warranty period, it must be reported in writing to COMPANY’s service department immediately upon discovery.
(F) Within a reasonable time after proper notification, COMPANY shall, during its normal business hours, Monday through Friday, correct any defect covered by this warranty with either new or used replacement parts, without charge. The above remedies are the exclusive remedies of Customer, and the sole responsibility of COMPANY, for breach of this warranty as to repaired or replaced Product. COMPANY’S LIABILITY FOR BREACH OF ANY WARRANTY SHALL BE LIMITED TO THE REMEDIES PROVIDED HEREIN.
(G) The Warranties cease to be effective if Customer fails to operate and use the Product sold hereunder in a safe and reasonable manner in accordance with COMPANY’s written instructions.
(H) Customer shall not be entitled to any remedy under the Warranties with respect to: (i) Product/Services that has been subjected to any alteration, disassembly, tampering, modification, or repair without prior authorization by COMPANY; (ii) Product/Services subjected to experimental running or any type of operation or use other than that for which the Product/Services is designed; (iii) Product/Services from which COMPANY and/or vendor’s trademark or serial number has been altered, removed, or obliterated without COMPANY’s written permission, excluding any alteration, removal, or obliteration directly caused by accident or mishap; (iv) Product/Services that has been in storage or immobilized for one (1) year or more after delivery to the Delivery Point.
(I) COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED (EXCEPT WARRANTIES OF TITLE), AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT; AND THE EXPRESS WARRANTY SET FORTH IN THIS ARTICLE IS IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER OBLIGATION OR LIABILITY ON THE PART OF COMPANY.
(J) The Warranties are non-transferable and are applicable only to the original Customer.
(K) Subject as expressly provided in these Terms and Conditions of Sale, and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Products are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the Customer are not affected by these Terms and Conditions of Sale.
10. LIMITATIONS OF LIABILITY AND INDEMNITY:
General Limitations. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS ORDER OR THE USE OF THE PRODUCT/SERVICES PROVIDED HEREUNDER, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE PRODUCT OR SERVICES, RETESTING, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS
OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS WHETHER SUCH CLAIM OR CLAIMS FOR DAMAGES IS BASED ON BREACH OF WARRANTY OR OTHER CONTRACT BREACH, NEGLIGENCE OR OTHER TORT OR ON ANY STRICT LIABILITY THEORY. NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.
Specific Limitations. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS ORDER, OR ANY USE OF ANY PRODUCT PROVIDED HEREUNDER, EXCEED THE TOTAL AMOUNT OF THE APPLICABLE ORDER UNDER WHICH THE PRODUCTS WERE PURCHASED WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED REGARDLESS WHETHER SUCH CLAIM OR CLAIMS IS BASED ON BREACH OF WARRANTY OR OTHER CONTRACT BREACH, NEGLIGENCE OR OTHER TORT OR ON ANY STRICT LIABILITY THEORY. EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, COMPANY SHALL NOT BE RESPONSIBLE FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY. THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR UNITS SOLD TO CUSTOMER UNDER THIS ORDER SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
CUSTOMER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS ORDER AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS ORDER WOULD BE SUBSTANTIALLY DIFFERENT.
COMPANY shall not be liable for failure to deliver, for delay in delivery, or for any losses or damage to Customer, or to the Product/Services occasioned by delays, in the performance of COMPANY’s obligations, due to: (i) any cause beyond COMPANY’s reasonable control or the control of COMPANY’s suppliers or subcontractors; (ii) an act of God, act or omission of Customer, act of civil or military authority, fire, terrorism, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation; or (iii) any other commercial impracticability including any changes in laws and regulations.
Customer will protect and indemnify COMPANY against all claims arising out of patents, designs, trade secrets, copyrights, or trade names with respect to Products manufactured wholly or partially to Customer’s designs or specifications, including any costs, expenses, loss, attorneys’ fees, settlement payments, or damages.
11. PRICES, TAXES AND CURRENCY:
Prices for Product shall be in accordance with the COMPANY’s proposal.
COMPANY’s proposals and the Order Price exclude all sales taxes, value-added taxes, import and export duties and any other taxes, surcharges, duties or tariffs of any kind now existing or hereafter imposed upon COMPANY, its personnel or subcontractors or their properties in any country or territory either directly or indirectly in respect of the production, sale, supply, delivery, license export and import, or use of the Product. Customer shall be responsible for all such taxes, duties and charges. If such charges are not collected at the time of payment Customer will hold COMPANY harmless.
If COMPANY is required to impose, levy, collect, withhold or assess any such taxes, duties and charges, COMPANY shall invoice Customer for such taxes, duties and charges unless Customer furnishes COMPANY with an exemption certificate or other equivalent documentation demonstrating its exemption from such taxes, duties and/or charges.
If Customer is required by law to make any tax withholding from amounts paid or payable to COMPANY, (i) the amount paid or payable shall be increased to the extent necessary to ensure that COMPANY receives a net amount equal to the amount that it would have received had no taxes been withheld; (ii) Customer shall forward proof of such legally required withholding to COMPANY.
Customer shall remit the amount due on the invoice in the currency indicated on the invoice.
12. INVOICING: Invoices shall be sent to the address specified in the Order. Should Customer dispute any invoice, Customer shall notify COMPANY of the nature of the dispute in writing within fifteen (15) days of the invoice date. If Customer does not notify COMPANY of any dispute within fifteen (15) calendar days of the invoice date, then the invoice is deemed to have been accepted and invoice payment is required to be made on the payment due date per contract
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terms. Notwithstanding any dispute regarding the invoice, Customer shall pay the undisputed portion of the disputed invoice.
13. MERGER AND SEVERABILITY: This Order contains the total agreement of the Parties, and all agreements entered into prior to or contemporaneously with the execution of this Order are excluded whether oral or in writing, except that a contemporaneous writing, signed by both Parties, and firmly attached to this Order, shall be considered part hereof. If any provision of this Order shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not effect the remaining provisions of this Order, all of which shall remain in full force and effect.
14. GOVERNING LAW AND FORUM: This Order shall be governed by, and construed in accordance with, the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts situated in such jurisdiction. THIS ORDER SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. No action in law or equity arising out of this Order may be brought by Customer more than one (1) year after the cause of action has first arisen. COMPANY shall have the right to collect from Customer its reasonable expenses, including attorneys’ fees, incurred in enforcing this Order. The rights and obligations herein shall survive completion of the final payment under this Order.
15. EXPORT CONTROLS:
(A) Customer hereby acknowledges and agrees that the Products and/or Confidential Information, may be subject to applicable export control and trade sanction laws, regulations, rules and licences, including without limit Council Regulation (EC) No. 1334/2000, the U.K. Export Control Act 2002, the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, any legislation replacing the foregoing and any orders issued under the foregoing (“Export Control and Trade Sanctions Rules”).
(B) Customer shall comply with the Export Control and Trade Sanctions Rules and agrees that it alone is responsible for ensuring its compliance with Export Control and Trade Sanctions Rules. In particular, but without limit, Customer will not, and will procure that none of its affiliates will, use, sell, resell, export, re-export, transfer, divert, distribute, dispose of, disclose or otherwise deal with the Products and/or Confidential Information, directly or indirectly, to any country, destination or person without first obtaining any required export licence or other governmental approval and completing such formalities as may be required by Export Control and Trade Sanctions Rules. Where, under the Export Control and Trade Sanctions Rules, COMPANY is required by any governmental authority to impose obligations on Customer, Customer shall comply with such obligations.
(C) Notwithstanding the generality of the paragraph immediately above, unless agreed expressly in writing in advance by the COMPANY, it is a condition of supply of Product and/or Confidential Information by the COMPANY that the Product and/or Confidential Information is not:
(i) directly or indirectly used in production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or other nuclear explosive devices, or the development, production maintenance or storage of missiles capable of delivering such weapons; and
(ii) supplied to any person who intends to use them for a military purpose, including but not limited to development, production or use of any materials for the conduct of war, military or paramilitary operations.
(D) COMPANY shall use reasonable efforts to obtain all necessary authorisations and licences as may be required by it under Export Control and Trade Sanctions Rules for the export of the Products and/or Confidential Information to Customer. Notwithstanding the foregoing, Customer expressly acknowledges that COMPANY’s obligation to furnish Products and/or Confidential Information hereunder is subject to the ability of COMPANY to supply such items consistent with Export Control and Trade Sanctions Rules. COMPANY reserves the right to refuse to enter into or to perform any order, and to cancel any order placed under this Agreement if COMPANY in its sole discretion determines that the entry into such order or the performance of the transaction to which such order relates would violate any Export Control and Trade Sanctions Rules to which it is subject. COMPANY shall be excused from performance, and not be liable for damages or costs of any kind, including but not limited to penalties, for late delivery, for failure to deliver or delay in delivering the Products and/or Confidential Information resulting from an authority’s denial, withdrawal or delay in granting such authorisations or licences.
(E) Customer shall use reasonable efforts to obtain and provide to COMPANY in a timely manner end-user, end-use and other documentation, certifications and information as may be requested by COMPANY in support of COMPANY’s applications to the appropriate authorities in connection with the export and/or sale of the Products and/or Confidential Information to Customer. If COMPANY has reason to believe that Customer has misrepresented or failed properly to disclose any material fact, including without limitation the intended end-use/end-user or destination of the Products, COMPANY may terminate the Order immediately in writing and discontinue all performance hereunder with no further obligation to the Customer.
(F) If requested by Customer, COMPANY will provide reasonable assistance to Customer in relation to applications for any relevant export approval, but COMPANY assumes no responsibility or liability for Customer’s failure or inability to obtain any required relevant export approval.
(G) Customer shall not do anything which would cause COMPANY to be in breach of the Export Control and Trade Sanctions Rules and shall protect, indemnify and hold harmless COMPANY from any fines, damages, costs, losses, liabilities, fees and penalties incurred by COMPANY as a result of the errors, mistakes, failures or omissions of Customer to comply with this Clause 14.
(H) In its contracts with any third party pertaining to the Products, Confidential Information and/or any products derived therefrom, Customer agrees to impose on such third party the same obligations and requirements imposed on it by COMPANY in this Clause 14.
(I) Failure by Customer to comply with any part of this Clause 14 shall constitute a material breach of these Terms and Conditions of Sale. Customer’s obligations under this Clause 14 shall survive termination of the Order for any reason whatsoever.
16. NOTIFICATION: Customer agrees to notify COMPANY immediately if Customer is listed in any Denied Persons List, Entity List, or Specially Designated Nationals List, or if Customer’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency.
17. LICENSE AND OWNERSHIP: To the extent that the Product/Services contain or are software, COMPANY hereby grants to Customer a non-exclusive, non-transferable, personal license to use the software and related documentation. Customer’s use of the Order Product/Services conclusively evidences its acceptance of this license and this Order. Title to the software shall at all times remain with COMPANY. Customer agrees that the software, all enhancements, related documentation, and derivative works are, and will remain the sole property of COMPANY and includes valuable trade secrets. Customer agrees to treat the software and related documentation as confidential and to not copy, reproduce, sub-license, or otherwise disclose the software and related documentation to third parties. Customer agrees to not disassemble, decompile, reverse engineer, create derivative works from or otherwise translate, customize, localize, modify, add to, or in any way alter, rent, or loan the software or related documentation.
18. COMPANY SOFTWARE LICENSE: The Software License in Article 18 shall apply to generally to COMPANY’s Software. Third Party Product software Licenses are separate end user license agreements (“EULA”) and not issued pursuant to the license in Article 18.
19. SOFTWARE LICENSE: (A) In consideration of the receipt of full payment of the Product/Services, and subject to Customer’s compliance with its obligations under this Order, COMPANY shall provide to Customer a personal, non- transferable, non-exclusive limited license, without the right to grant sublicense, to use the Software incorporated into the Product, if any, for purpose of Customer’s ordinary business. Customer may not without COMPANY’s prior written express consent (i) copy, modify, sublicense, loan or transfer in any manner the inherent software or firmware, create derivative works, or translate, decompile, disassemble, reverse assemble, reverse engineer, emulate or perform any other operation, unless the operation is specifically authorized by law. Customer agrees to defend, indemnify and hold harmless COMPANY from all damages and third party claims arising from unauthorized use or transfer of the software or firmware.
(B) If the Software is licensed for use in the performance of a U.S. Government prime contract or subcontract, Customer agrees that, consistent with FAR 12.211 and 12.212, commercial computer Software, computer Software documentation and technical data for commercial items are licensed under COMPANY’s standard commercial license.
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20. INTELLECTUAL PROPERTY: Notwithstanding delivery of and the passing of title in any product, nothing in these terms and conditions shall have the effect of granting or transferring to, or vesting in, Customer any intellectual property rights in or to any Products.
21. ASSIGNMENT: Customer shall not assign this Order without the prior written consent of COMPANY, and any purported assignment shall be void. COMPANY may assign this Order at any time without notice to Customer. The parties do not intend that any term of the Order shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than the parties.
22. RELATIONSHIP: Nothing in this Order shall be construed to place the Parties in the relationship of partners or joint ventures, and the Parties shall have no power to obligate or bind the other in any manner whatsoever.
23. HEADINGS: Any headings or paragraph titles are for the convenience of reference only and shall not define, limit, or extend the scope or intent of this Order or any provision thereof.
24. PROPRIETARY INFORMATION STATEMENT: The Quotation for this Order contains information proprietary to COMPANY. No part of this information may be reproduced or transmitted in any form without the prior written permission of COMPANY.
25. WAIVER: No waiver by COMPANY of any breach of this Order by the Customer shall be considered as a waiver of the subsequent breach of the same or any other provision.
26. SEVERABILITY: If any provision or portion of this Order shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of this Order shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.
27. AMENDMENTS: Any amendment to the terms of this Order shall only be effective if made in writing and signed by COMPANY and Customer.
28. SURVIVORSHIP: The provisions of this Order that by their nature survive final acceptance under a Customer Order, expiration, cancellation or termination of any Customer Order shall remain in full force and effect after such acceptance and payment for the period specified herein, or if not specified then for the maximum time allowed by law. These provisions are: (i) Definitions, Article 1; (ii) Prices, Taxes and Currency, Article 10; (iii) Payment Terms, Article 3; (iv) Warranties, Article 8; (v) Intellectual Property, Article 19; (vi) Liens, Title, Risk Article 6; (vii) Limitation of Liability and Indemnity, Article 9; (ix); Governing Law and Forum, Article 13; (x) Headings, Proprietary Information, Waiver, Severability, Amendments and Survivorship, Articles 22 – 27.