1. Applicability

  1. These terms and conditions of purchase (these “Terms”) are the only terms which govern the purchase of (i) certain proprietary goods of Oneka to be manufactured and/or supplied by Supplier, including, but not limited to, Oneka’s proprietary “IceCube”, “Iceberg” and “Glacier” products (the “Oneka Goods”); and/or (ii) certain other goods to be manufactured and/or supplied by Supplier (“Supplier Goods”, and collectively with the Oneka Goods, the “Goods”) and services (“Services”) by the undersigned Oneka entity from the supplier named on the first page of the purchase order (“Supplier”). For the purposes of this Agreement, “Oneka” shall mean any of Oneka Technologies Inc. (“Oneka Canada”), Oneka Technologies US Inc. (“Oneka USA”), Oneka Technologies Chile SPA and 9320-9054 Québec Inc. (doing business as Oneka technologies) and their respective affiliates and subsidiaries.
  2. The accompanying purchase order and any attachments to it (the “Purchase Order”) 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, with respect to the subject matter of the Purchase Order. In case of any conflict between the Terms and a Purchase Order, the terms set out in the Purchase Order shall prevail. This Agreement expressly limits Supplier’s acceptance to the terms of this Agreement. Fulfilment of this Purchase Order constitutes acceptance of these Terms. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Supplier’s general terms and conditions of sale or any other document issued by Supplier in connection with this Agreement. These Terms shall also apply to any replacement or repaired Goods provided by Supplier hereunder.

2. Delivery of Goods and Performance of Services.

  1. Supplier shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Supplier shall deliver the Goods within thirty (30) days of Supplier’s receipt of the Purchase Order.
  2. If Supplier fails to deliver the Goods in full on or before the Delivery Date, Oneka may (a) terminate this Agreement immediately by providing written notice to Supplier and Supplier shall indemnify Oneka against any losses, claims, damages, and reasonable costs and expenses directly attributable to Supplier’s failure to deliver the Goods on the Delivery Date; or (b) make alternate arrangements for the production or transportation of the Goods or Services. Supplier will reimburse Oneka for any additional costs identified by Oneka which it incurs in purchasing replacement Goods or Services or in arranging for alternate transportation.
  3. Subject to Section 2.5, whenever an actual or potential reason (including labor disputes), delays or threatens to delay the timely performance of the Purchase Order, Supplier agrees to immediately notify Oneka in writing of all relevant information and shall make and pay for all necessary changes to fulfill its obligations under the Purchase Order and mitigate the potential impact of any such delay. Oneka has the right without incurring any liability, acting reasonably, to cancel any Goods or Services affected by the delay in performance.
  4. Supplier shall pack all Goods for shipment according to Oneka’s instructions, including any terms specified in the Purchase Order. Packages must bear Oneka’s Purchase Order number, show quantity or gross and net weights, and conform to Oneka’s marking requirements. No charges for packaging will be allowed by Oneka unless otherwise agreed in writing. Supplier shall include an itemized packing slip with all shipments that will adequately identify the Goods shipped, including Oneka’s part number.
  5. Unless otherwise agreed in writing by Supplier and Oneka, exterior containers shall be marked with the following: (1) address of Oneka’s site and Supplier; (2) Purchase Order number; (3) part number; (4) special markings called for on the Purchase Order; (5) quantity; and (6) where applicable, Supplier code or Supplier identification number. Every article of foreign origin (or its container), if any, imported into Canada and comprising part of the Goods shall be marked in accordance with all applicable marking laws, rules and regulations.
  6. Supplier shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Location”) during Oneka’s normal business hours or as otherwise instructed by Oneka. Supplier must provide Oneka prior written notice if it requires Oneka to return any packaging material. Any return of such packaging material shall be made at Supplier’s risk of loss and expense.
  7. Supplier shall provide the Services to Oneka as described and in accordance with the Purchase Order and in accordance with these Terms.
  8. Supplier acknowledges that time is of the essence with respect to Supplier’s obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.

3. Quantity

If Supplier delivers more than the quantity of Goods ordered, Oneka may reject any excess Goods. Any such rejected Goods shall be returned to Supplier at Supplier’s sole risk and expense. If Oneka does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

4. Cessation of Production

Supplier shall give Oneka at least one hundred eighty (180) days prior written notice of the permanent discontinuance of production of the Goods or Services covered by the Purchase Order (the “Discontinuance Period”), provided however that compliance with this provision shall in no way relieve Supplier from its obligations under the Purchase Order during the Discontinuance Period.

5. Shipping Terms

Goods will be shipped in accordance with the transportation instructions on the face of this Purchase Order unless otherwise pre-approved in writing by Oneka. If the shipping terms are not specified on the Purchase Order, the Goods shall be shipped F.O.B. (Incoterms 2020) to the Delivery Location. Notwithstanding the foregoing, Oneka reserves the right to change the F.O.B. point to be the Supplier’s facility instead of Oneka’s facility at any time before shipping. The Purchase Order number must appear on all shipping documents, shipping labels, invoices, correspondence, and any other documents pertaining to the Purchase Order.

6. Title and Risk of Loss

Unless otherwise specified in the Purchase Order, title and risk of loss passes to Oneka upon delivery of the Goods at the Delivery Location. Supplier bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.

7. Inspection and Rejection of Non-Conforming Goods

Oneka has the right to inspect the Goods on or after the Delivery Date, at all reasonable times and places, including during production (upon 5 business days’ written notice to Supplier). Oneka, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are non-conforming or defective. If Oneka rejects any portion of the Goods, Oneka has the right, effective upon written notice to Supplier, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Oneka requires replacement of the Goods, Supplier shall, at its expense, as soon as reasonably practicable, but in no case longer than the original lead time for the delivery of the Goods in question, replace the non-conforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. Deliveries of replacements shall be accompanied by a written notice specifying that such Goods are replacements. If Supplier fails to timely deliver replacement Goods, Oneka may replace them with goods from a third party and charge Supplier the cost thereof and terminate this Agreement for cause pursuant to 20. Any inspection or other action by Oneka under this Section shall not reduce or otherwise affect Supplier’s obligations under the Agreement, and Oneka shall have the right to conduct further inspections after Supplier has carried out its remedial actions.

8. Price

The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). If no price is included in the Purchase Order, the Price shall be the price set out in Supplier’s published price list in force as of the date of the date hereof. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and all applicable taxes, including all harmonized sales tax, goods and services tax, provincial tax, value added tax, use, excise or similar taxes (“Applicable Taxes”). All Applicable Taxes, payable by Oneka will appear as separate items on invoices. No increase in the Price is effective, whether due to increased material, labour, or transportation costs or otherwise, without the prior written consent of Oneka.

9. Invoices

Supplier’s invoices must be made separately for each Purchase Order and must include Oneka’ Purchase Order number and part number, the Supplier’s part number, a full description of the Goods and/or Services, the quantity, unit price and total Price, and the Delivery Location. Supplier shall issue an invoice to the undersigned Oneka entity on or any time after the completion of delivery and only in accordance with these Terms. Oneka shall not be obligated to pay for any Goods and Services if the invoice for such Goods and Services is received more than twelve (12) months after the receipt of the Goods or Services. Oneka shall pay all properly invoiced amounts due to Supplier within sixty (60) days following Oneka’s receipt of such invoice, unless otherwise specified in the Purchase Order, except for any amounts disputed by Oneka in good faith (the “Payment Period”).

10. Set-Off

Without prejudice to any other right or remedy it may have, Oneka reserves the right to set-off at any time any amount owing to it by Supplier against any amount payable by Oneka to Supplier any other agreements between the parties.

11. Payment Dispute

In the event of a payment dispute, Oneka shall deliver a written statement to Supplier within the Payment Period, listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 11. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under this Agreement notwithstanding any such dispute.

12. Representations and Warranties of Supplier :

­Supplier represents and warrants to Oneka that it:

  1. is a corporation, duly incorporated, organized and in good standing under the laws of its jurisdiction;
  2. has the full right, power and authority to enter into the Agreement;
  3. will comply with all rules, regulations, and policies of Oneka, including but not limited to quality assurance procedures, security procedures concerning systems and data and remote access thereto, building security procedures, and general health and safety practices;
  4. Regarding the Services provided to Oneka, Seller represents and warrants that it:
    • will obtain, before the date on which the Services are to start, and maintain at all times during the term of this Agreement, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
    • will maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Supplier in providing the Services in such form as Oneka shall approve in writing. During the term of this Agreement and for a period of [eighteen] ([18]) months thereafter, upon Oneka’s written request, Supplier shall allow Oneka to inspect and make copies of such records and interview Supplier personnel in connection with the provision of the Services;
    • will obtain Oneka’s written consent, which shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Supplier, other than Supplier’s employees, to provide any Services to Oneka (each such approved subcontractor or other third party, a “Permitted Subcontractor”). Oneka’s approval shall not relieve Supplier of its obligations under the Agreement, and Supplier shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Supplier’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Oneka and any Supplier subcontractor or supplier;
    • will require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and, upon Oneka’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Oneka;
    • will ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Supplier, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced, and qualified to perform the Services. The Services contemplated under this Agreement will be performed in a competent and professional manner in accordance with generally recognized industry standards;
    • will ensure that all of its tools and equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by the Oneka (“Proper Working Conditions”). In furtherance of the foregoing, if Supplier’s tools or equipment are not in Proper Working Conditions and result in a delay in the provision of the Services, Oneka will not compensate Supplier for any actions taken to return such tools and equipment into Proper Working Conditions; and
    • if Oneka provides tools or parts of tools for use by Supplier to perform work under this Purchase Order, will keep and maintain any Oneka equipment in its possession in good working order, repair and renew all tools at its expense unless otherwise agreed in writing by the parties, and shall not dispose of or use such equipment other than in accordance with the Oneka’s written instructions or authorization.
  5. Regarding Goods, Supplier represents and warrants to Oneka (A) that for a period of eighteen (18) months from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material, and design; (ii) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Oneka in Schedule A; (iii) be fit for their intended purpose and operate as intended; and (iv) be merchantable; and (B) as of delivery, shall (i) be free and clear of all liens, security interests, or other encumbrances; and (ii) not infringe or misappropriate any third party’s patent or other intellectual property rights.
  6. The warranties provided under this Section 12 shall survive any delivery, inspection, acceptance, or payment of or for the Goods by Oneka.
  7. The representations and warranties set forth in this Section 12 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Oneka’s discovery of the noncompliance of the Goods or Services with the foregoing conditions and warranties. If Oneka gives Supplier notice of noncompliance pursuant to this Section, Supplier shall, at its own cost and expense, promptly (i) replace or repair the defective or non-conforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or non-conforming goods to Supplier and the delivery of repaired or replacement Goods to Oneka, and, if applicable, (ii) repair or re-perform the applicable Services. If Oneka gives such notice within thirty (30) days of the Delivery date, Oneka shall have the additional option of returning the Goods to Supplier at Supplier’s cost and receiving a credit of the Price; and
  8. The representations and warranties set forth in this Section 12 shall extend to Oneka, its successors, assigns, customers, and the users of the Goods or Services.

13. Change Orders

Oneka may at any time, by written instructions and/or drawings issued to Supplier (each a “Change Order”), order changes to a Purchase Order. Supplier shall within five (5) business days of receipt of a Change Order submit to Oneka a firm cost proposal for the Change Order. If Oneka accepts such cost proposal, Supplier shall proceed with the changed Purchase Order subject to the cost proposal and the terms and conditions of this Agreement. Supplier acknowledges that a Change Order may or may not entitle Supplier to an adjustment in the Supplier’s compensation or the performance deadlines under this Agreement.

14. General Indemnification

Supplier shall defend, indemnify, and hold harmless Oneka, its subsidiaries, affiliates, successors, or assigns and its respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable legal fees and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) relating to, arising out of or occurring in connection with (a) the Goods and Services purchased from Supplier, (b) Supplier’s negligence, willful misconduct, or breach of the Terms (including any breach of representation or warranty) or (c) any claim that Oneka’s or Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trademark, trade secret or other intellectual property right of any third party, except to the extent such claim arises directly from Oneka Intellectual Property . Supplier shall not enter into any settlement without Oneka’s prior written consent. Each party will notify the other party of any proceeding or claim involving the Goods or Services of which it becomes aware. Oneka may participate in any such proceedings at its expense.

15. Limitation of Liability

Nothing in this Agreement shall exclude or limit (a) Supplier’s liability under Sections [12, 14, 21 and 22] hereof, or (b) Supplier’s liability for fraud, personal injury, or death caused by its negligence or wilful misconduct.

16. Insurance

During the term of this Agreement and for a period of 3 years thereafter, Supplier shall, at its own expense, maintain, and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum that is generally deemed adequate for Supplier’s business with financially sound and reputable insurers, but in no case lower than one million dollars (1,000,000$). Upon Oneka’s request, Supplier shall provide Oneka with a certificate of insurance from Supplier’s insurer evidencing the insurance coverage specified in these Terms. Supplier shall provide Oneka with thirty (30) days’ advance written notice in the event of a cancellation or material change in Supplier’s insurance policy.

17. Product Support Obligation

Supplier shall maintain, at its expense, the ability to, and shall, provide product support for the Goods and Services for five (5) years after the last Purchase Order is placed by Oneka under this Agreement.

18. Test Reports

Any Supplier test reports or other test results related to the Goods or Services shall be provided to Oneka as set forth in the terms of the Purchase Order, or if not specified in the Purchase Order terms, upon Oneka’s request.

19. Compliance with Law

Supplier is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Supplier shall obtain and maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Oneka reserves the right to review and approve all applications, permits, and licenses prior to the commencement of any work hereunder. Supplier shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Supplier. Supplier assumes all responsibility for shipments of Goods requiring any government import clearance. Oneka may terminate this Agreement if any governmental authority imposes antidumping or countervailing or any retaliatory duties or any other penalties on Goods.

20. Termination

Oneka may terminate this Agreement (or any Purchase Order thereunder), in whole or in part, at any time with or without cause for undelivered Goods on five (5) days’ prior written notice to Supplier. In addition to any remedies that may be provided under these Terms, Oneka may terminate this Agreement (or any Purchase Order thereunder) with immediate effect upon written notice to the Supplier, either before or after the acceptance of the Goods, if Supplier has not performed or complied with any of these Terms, in whole or in part. If Supplier becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, arrangement or assignment for the benefit of creditors, then Oneka may terminate this Agreement (or any Purchase Order thereunder) upon written notice to Supplier. If Oneka terminates this Agreement (or any Purchase Order thereunder) for any reason, Supplier’s sole and exclusive remedy is payment for the Goods received and accepted by Oneka prior to the termination.

21. Intellectual Property

Oneka retains any and all rights, title and interest (including all intellectual property rights) in and to: (i) the Oneka Goods, including any enhancements, upgrades or other modifications to the Oneka Goods; (ii) the Oneka Intellectual Property (as defined below); (iii) the documentation relating to any of the foregoing; (iv) all registered or unregistered trademarks of Oneka; and (v) all intellectual property rights related to any of the foregoing. Supplier will acquire no rights or licenses to any Oneka property unless otherwise expressly provided in this Agreement. Oneka shall own all rights, title and interest in and to any suggestions, requests or recommendations for improvements or enhancements to the Oneka Goods that Supplier may, alone or jointly with Oneka, propose or make in connection with this Agreement (collectively, “Feedback”). Supplier hereby irrevocably (i) assigns all rights, title and interest in and to the Feedback to Oneka; and (ii) waives in favor of Oneka, its successors and assigns any and all moral rights that Supplier has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction. For the purposes of this Agreement, “Oneka Intellectual Property” means all intellectual property developed by or first conceived or reduced to practice by Oneka, its affiliates, its licensors or by any third party on Oneka’s behalf (i) prior to, or independent of the performance of the Services contemplated under this Agreement (including without limitation the Oneka Goods and any specifications provided to Supplier under this Agreement in connection therewith) ; (ii) with respect to the design, manufacture of, or for incorporation into, the Oneka Goods, that are either developed by Oneka alone, by Oneka and Supplier jointly or by Supplier alone as requested by Oneka in connection with this Agreement.

22. Confidential Information

All non-public, confidential, or proprietary information of Oneka, including but not limited to the Oneka Intellectual Property, specifications, manufacturing methods, trade secrets, know-how, inventions, research and development activities, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Oneka to Supplier, 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 purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Oneka in writing. Upon Oneka’s request, Supplier shall promptly return all documents and other materials received from Oneka. Supplier acknowledges that any breach of this Section may cause irreparable harm to Oneka and as such, Oneka shall be entitled to injunctive relief for any violation of this Section. Supplier may disclose confidential information of the other party only on a need-to-know basis to (i) its employees and agents who are subject to confidentiality obligations as least as restrictive as those set forth herein, and (ii) in the case of Oneka, its customers; provided that, in all such cases, recipient has a written agreement with such party sufficient to require that party to treat the information in accordance with this Agreement.

23. Publicity

Supplier will not, without first obtaining Oneka’s consent in writing, advertise, or otherwise disclose that Supplier has furnished or agreed to furnish Goods or Services to Oneka under this Agreement or any Purchase Order.

24. Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing its obligations under this Agreement to the extent that such failure or delay is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, flood, tsunami, fire, earthquake, explosion, epidemics, pandemics, war, invasion, hostilities, terrorist threats or acts, riots, strike, embargoes, or industrial disturbances. Supplier’s economic hardship or changes in market conditions are not considered Force Majeure Events. Supplier shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized and resume performance of this Agreement. If a Force Majeure Event prevents Supplier from carrying out its obligations under this Agreement for a continuous period of more than 30 days, Oneka may terminate this Agreement (or any Purchase Order thereunder) immediately by giving written notice to Supplier.

25. Waiver

No waiver by Oneka of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Oneka. 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.

26. Assignment

Supplier shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Oneka. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Supplier of any of its obligations hereunder. Oneka may at any time assign or transfer any or all of its rights or obligations under this Agreement without Supplier’s prior written consent to any affiliate or to any person acquiring all or substantially all of Oneka’s assets.

27. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.

28. 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 this Agreement.

29. Governing Law and Jurisdiction

  1. In the event the undersigned Oneka entity is Oneka Canada, this Agreement will be governed by, interpreted, and construed in accordance with the laws of the Province of Québec, Canada, and the laws of Canada applicable therein, other than rules governing conflicts of laws. Each of the parties agrees that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the courts of the Province of Québec, Canada (district of Montréal).
  2. In the event the undersigned Oneka entity is Oneka USA, this Agreement will be governed by, interpreted, and construed in accordance with the laws of the State of Florida, other than rules governing conflicts of laws. Each of the parties agrees that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the courts of Miami.
  3. The foregoing choices of jurisdiction and venue shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
  4. The parties expressly disclaim applicability of the terms of the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such convention will not apply to this Agreement nor to any dispute arising therefrom.

30. Notices

Any notice required or permitted to be given hereunder shall be in writing and shall be delivered personally by hand, by express service courier or by email, and shall be addressed to the party to whom it is to be given at the address or e-mail set forth in the Purchase Order, or at any other such address or e-mail address as either party may designate by written notice so given to the other party in accordance herewith. Any such notice or other document shall be deemed to have been given and received on the date of delivery, if received prior to 5:00pm, local time on a business day; if the notice is received after 5:00pm, local time on a business day, or is received on day which is not a business day, then such notice shall be deemed to have been given and received on the first business day thereafter.

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: Section 12 (Representations and Warranties of Supplier), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 16 (Insurance), Section 17 (Product Support Obligation), Section 19 (Compliance with Law), Section 21 (Intellectual Property), Section 22 (Confidential Information), Section 23 (Publicity), Section 29 (Governing Law and Jurisdiction), and this Section 33 (Survival).

33. Amendments and Modifications

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.