Terms and Conditions of Sale of ZeptoMetrix LLC, Spex CertiPrep LLC, NSI Lab Solutions LLC, and High Purity Standards LLC
UNLESS OTHERWISE EXPRESSLY AGREED TO IN A WRITING SIGNED BY AUTHORIZED REPRESENTATIVES OF ZEPTOMETRIX LLC, SPEX CERTIPREP LLC, NSI LAB SOLUTIONS, LLC OR HIGH PURITY STANDARDS, LLC (EACH, A “SELLER”), AS THE CASE MAY BE, AND BUYER, ALL SALES OF SELLER’S PRODUCTS ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1. GENERAL. Seller accepts orders for products from the person or entity placing such order (“Buyer”) for products listed on a Seller quote, invoice or Seller website or otherwise sold by Seller (“Products”) on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein (“Terms”). Buyer represents (i) he or she is at least 18 years of age, and (ii) to the extent Buyer is placing the order as an employee or representative of a company or other entity, that he or she is authorized to place such order and the term “Buyer” shall then also include such company or entity. These Terms include all writings incorporated herein by reference, any quotation or proposal issued to Buyer by Seller, and any terms, conditions and restrictions on use which accompany Products and/or as available on Seller’s website, all of which taken together are the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of Seller’s Products (the “Agreement“). Any of the following constitutes Buyer's acceptance of the Agreement: (a) written acknowledgement of these Terms; (b) acceptance of any shipment or delivery of Products; (c) payment for any Products; or (d) any other act or expression of acceptance by Buyer. Any provisions contained in any writing, document or EDI issued by Buyer that are in addition to or inconsistent with the Agreement are expressly rejected and if any of the terms and conditions in this Agreement differ from or are in addition to the terms and/or conditions of Buyer’s offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer’s document. Course of dealing, course of performance, usage of trade and/or verbal agreements not reduced to writing and signed by an authorized representative of Seller shall not be applied to the interpretation of the Agreement.
2. PRICE. All prices provided in a written quote by Seller are valid for the time period stated on the quote, or for thirty (30) days from the date of the quote in the event no time period is stated; otherwise, prices are as published by Seller at the time of Seller’s acceptance of Buyer’s order. Published prices may be changed by Seller at any time without notice. If no price has been specified or quoted by Seller, then the price will be Seller’s list price in effect at the time of shipment. Prices are subject to adjustment at any time on account of changes in specifications, quantities or shipping arrangements, increases in the cost of raw materials or cost of production, imposition of tariffs, other terms or conditions which are not part of Seller’s original price quotation or due to other causes not within the control of Seller.
3. TAXES AND OTHER CHARGES. Prices exclude all sales, use, excise, value added, and other taxes charged and duties imposed with respect to the sale, delivery, or use of any Products. All such taxes and duties must be paid by Buyer unless otherwise exempt. Prices also exclude costs for freight, insurance, Seller’s standard handling charges and, where appropriate, ancillary charges that are specific to certain Products (such as hazardous packaging charges) or needs of Buyer, said foregoing costs and charges to be added to Buyer’s invoice. If Buyer claims any tax exemption, Buyer must provide a valid certificate or letter of exemption for each claimed exemption.
4. TERMS OF PAYMENT. Seller shall invoice Buyer upon shipment of Products. Invoices shall be paid in full in U.S. dollars within thirty (30) days of the invoice date. If Buyer disputes in good faith any portion of an invoiced amount, it shall notify Seller thereof in writing within ten (10) days of receipt of the applicable invoice; such notice shall identify the specific cause or nature of the dispute and the amount disputed. Buyer shall pay that portion of the invoice not in dispute in accordance with the payment terms in this Paragraph 4 (Terms of Payment). The Parties shall work in good faith to promptly resolve any disputed invoice amounts; however, if such dispute cannot be resolved within thirty (30) days from date of Buyer’s dispute notice, Seller may exercise any of its rights under this Agreement or arising under applicable laws. A monthly service charge of one and one-half percent (1½%) per month (except where local laws prohibit such rate, in which case the rate will be the highest rate allowed under law) will be added to unpaid balances extending beyond thirty (30) days. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. Buyer shall perform its obligations under the Agreement without setoff, deduction, recoupment, or withholding of any kind for amounts owed or payable to Seller whether under the Agreement, any purchase order or invoice, applicable law, or otherwise, or whether relating to Seller’s breach, bankruptcy, or otherwise. If the Buyer fails to pay the purchase price as it becomes due or wrongfully rejects acceptance of the Products hereunder or any part thereof or otherwise breaches the terms of an order or these Terms and Conditions, then the Seller shall have the right to recover, in addition to the purchase price of the said Products, all costs incurred by said Seller to collect that same. Said collection costs shall include but not be limited to all court costs and attorneys’ fees. In addition to the foregoing and all other remedies which the Seller may have hereunder or at law or in equity, all of which shall be cumulative and not exclusive, the Seller without notice (a) may defer shipment hereunder and under any other contract until such default, breach or repudiation is removed and/or (b) may cancel any undelivered portion of this and/or any other contract in whole or in part.
5. DELIVERY. Products shall be packaged and shipped in a manner to preserve and protect from damage and/or degradation, in accordance with acceptable commercial practices and in compliance with all applicable laws. The Products will be shipped to the destination specified by Buyer, EXW (INCOTERMS 2020) Seller's facility. Title to and risk of loss of Products shall pass to Buyer at the place and time Seller delivers Products to the carrier. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to withhold shipments in whole or in part if Buyer fails to make any payment to Seller on undisputed invoices when due or otherwise fails to perform its obligations hereunder. All delivery dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any unforeseen condition, force majeure events or any cause beyond Seller's reasonable control, including without limitation, labor disputes, lockouts or labor shortages, embargo, acts of war, insurrections, riots, terrorism, civil commotion, damage to factory, governmental law and regulation, inability to obtain labor and/or materials, acts of God or the public enemy, fires, floods, severe weather, earthquakes, delays caused by any civil, governmental or military authority (including government priority, preference or allocation), delays of suppliers in furnishing parts, components, materials, services or finished products, epidemics or pandemics. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Seller endeavors to comply with all regulations regarding shipments of hazardous Products. Some of the Products sold by Seller are considered hazardous by the Department of Transportation (DOT), the International Air Transportation Association (IATA), the U.S. Postal Service, Federal Express or United Parcel Service and, as such, must be shipped under the restrictions imposed by these agencies and carriers. Whenever possible, Seller ships in accordance with the method specified or implied on Buyer’s order. Seller reserves the right to alter that procedure to comply with the above indicated regulations. Also because of such compliance Seller charges for the required special packaging and appropriate shipping documents. The amount will vary with the quantity and mix of Products as well as method of shipment. Upon Buyer’s request, Seller’s sales staff will quote the fee for a proposed purchase. Buyer must inspect Products within five (5) calendar days of receipt. If any damage is discovered, Buyer is responsible for filing any and all claim(s) with the carrier unless Seller in writing otherwise agrees to do so. Buyer shall not file warranty claims for damages incurred in shipping and handling. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. Products as to which delivery is delayed due to any cause within Buyer’s control may be placed in storage by Seller at Buyer’s risk and expense and for Buyer’s account.
6. CHANGES; CANCELLATION. Any order accepted by Seller may be modified or cancelled by Buyer only if expressly agreed to in writing by an authorized representative of Seller. Orders placed by Buyer may not be canceled after shipment except upon Seller’s written consent, and subject to Buyer’s payment of Seller’s cancellation and/or restocking charges. Seller reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the subject Product(s) is or becomes technically or economically impractical or if the manufacturer ceases to manufacture the Product(s) for any other reason. Orders for custom, special order or private labeled Products cannot be canceled.
7. INCORRECT, SHORT OR DAMAGED ORDER. (a) Buyer may request a refund or replacement of those Products that are damaged as a result of inadequate packaging by Seller as required under Paragraph 5 (Delivery), or may have corrected any shortages or orders that are incorrectly fulfilled by Seller (“Rejected Order”); provided, however, that Buyer contacts Seller’s customer service within ten (10) days from Buyer’s receipt of Products and furnishes written evidence or documentation as may be reasonably requested by Seller. If Seller is not contacted within the ten (10) day period, the Products and order will be deemed accepted, such acceptance not to affect Buyer’s Product Warranty rights in Paragraph 9 (Product Warranty). (b) If Buyer timely notifies Seller of any Rejected Order, Seller shall, in its sole discretion, (i) replace damaged Products, or correct any shortages or incorrectly filled orders, as the case may be; or (ii) credit or refund the price for the Rejected Order, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. (c) BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS PARAGRAPH 7 ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S LIMIT OF LIABILITY FOR A REJECTED ORDER.
8. RETURN. Authorization for Product returns for situations not covered by Paragraph 7 must be preapproved by Seller customer service and a return authorization number issued in order to transact any return. Not all requests for return will be granted: for example, Products which cannot be resold will not be authorized for return absent non-conformance to specifications. Products authorized for return must arrive at Seller’s facilities in a state satisfactory for resale to be eligible for credit. A restocking charge of 20% of the applicable Product invoice amount for a returned order may be charged on returns that are not the result of any Seller error, fault, or Product non-conformity with specifications.
9. PRODUCT WARRANTY. Seller warrants to Buyer that all Products purchased by Buyer shall materially conform to Seller’s published specifications and be free from defects in materials and workmanship for the Product’s Warranty Period (“Product Warranty”). Services shall be performed in a professional, workmanlike manner (“Service Warranty”).
The term “Warranty Period” for ZeptoMetrix Products means until a Product’s stated expiration date, or if no expiration date is stated, then one (1) year from the date of manufacture.
The term “Warranty Period” for SPEX CertiPrep LLC Products means:
(a) Chemical products: one (1) year from the date of shipment or as stated on Product label.
(b) Repairs, replacements, or parts: the greater of thirty (30) days and the remaining original warranty period for the Product that was repaired or replaced.
(d) Installation services: ninety (90) days.
The term “Warranty Period” for NSI Lab Solutions, LLC Products and High Purity Standards, LLC Products, as used herein, means (a) for Products having an expiration date, until a Product’s stated expiration date, or, if no expiration date is stated, then one (1) year from date of manufacture or (b) for Products not having an expiration date, for the period of time set forth in the Product documentation, Seller’s published specifications, Product label or package inserts or if a period of time is not specified in Seller’s Product documentation, Seller’s published specifications, Product label or package inserts, then for one (1) year from the date of shipment to Buyer.
The Product Warranty shall not be effective if Seller determines, in its sole discretion, that non-conformance with applicable Product specifications or the Product defect is a result, in whole or in part, of: (i) a failure to handle, use, store, or transfer the Product in accordance with its intended use and any certificate of analysis or package insert accompanying the Product; (ii) any alteration, maintenance, repair or modification of the Product that is not performed by Seller or its authorized representative; (iii) accident, abuse, neglect, misuse of the Product, or negligence, in each of the foregoing cases, by a party other than Seller; (iv) normal wear and tear, (v) accident, disaster or event of force majeure, (vi) causes external to the Product, such as, but not limited to, power failure or electrical power surges, (vii) use of the Product in combination with equipment or software not supplied by Seller, or (viii) failure to maintain the Product in accordance with Seller’s written instructions.
Notwithstanding the foregoing, (a) Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier and (b) Consumables are expressly excluded from the Product Warranty. If Seller determines that Products for which Buyer has requested a warranty remedy are not covered by the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller’s then prevailing time and materials rates. If Seller provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Seller therefor at Seller’s then prevailing time and materials rates. All defective Products or parts replaced pursuant to the above warranty become the property of the Seller.
10. DISCLAIMER. THE FOREGOING PRODUCT WARRANTY STATEMENT IN PARAGRAPH 9 (PRODUCT WARRANTY) EXTENDS ONLY TO BUYER AS THE ORIGINAL PURCHASER OF SELLER’S PRODUCT, AND MAY NOT BE TRANSFERRED EXCEPT AS EXPRESSLY STATED IN THESE TERMS. SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE WITH RESPECT TO PRODUCTS, INCLUDING WITHOUT LIMITATION, (A) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE; (B) ANY WARRANTY OF NON-INFRINGEMENT; (C) ANY WARRANTY THAT THE PRODUCTS WILL NOT POSE A SAFETY OR HEALTH RISK; AND (D) ANY WARRANTY THAT THE PRODUCTS WILL ACCOMPLISH ANY PARTICULAR RESULT.
11. EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. Claims for breach of the Product Warranty or Service Warranty, as the case may be, must be submitted in writing by Buyer to Seller customer service within the applicable Warranty Period and include details of such claim, or Buyer shall be deemed to have waived such claim. If a material non-conformity with a Product’s specifications is validated to Seller’s reasonable satisfaction, Seller will, at Seller’s exclusive option, either refund Buyer the applicable Product purchase price, including any related shipping charges, repair the Product or provide replacement conforming Products at no additional charge or cost to Buyer. Where requested, Buyer will return non-conforming Products at Seller’s expense in accordance with Seller’s instructions. In the event of any breach of the Service Warranty, Seller shall reperform the subject service at no additional cost to Buyer. No repair or replacement will extend the original Warranty Period except as set forth in Section 9. THIS REMEDY FOR BREACH OF THE PRODUCT WARRANTY SHALL BE THE SOLE AND EXCLUSIVE REMEDY AT LAW OR EQUITY AVAILABLE TO BUYER AND THE LIMIT OF LIABILITY OF SELLER.
12. BUYER’S USE OF PRODUCTS. The purchase of Products conveys to Buyer the right for Buyer to use the purchased Products (and components thereof) in compliance with the any certificate of analysis, package insert or other Product documentation that may accompany a Product and, where relevant, a Seller Material Transfer Agreement (“MTA”), which MTA is required for purchase of Products that are live biological materials (“Live Products”). In the event the terms and conditions of an MTA conflict with any terms and conditions of the Agreement, the terms and conditions of the MTA shall govern. IN NO EVENT SHALL LIVE PRODUCTS BE PROPAGATED OR FURTHER TRANSFERRED BY BUYER WITHOUT SELLER’S PRIOR WRITTEN CONSENT. Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from Seller. Buyer also has the duty to warn third parties that Buyer permits to use and/or handle Products of any risks involved in such use or handling. Buyer agrees to properly test, store, use, transfer and dispose of any Products (or components thereof) purchased from Seller in (a) conformity with good laboratory practices; (b) accordance with the practices of a reasonable person who is an expert in the field; (c) strict compliance with all applicable laws, rules, regulations, industry standards and guidelines, including but not limited to applicable regulations promulgated under the Federal Food, Drug and Cosmetic Act ( Title 21 C.F.R. §§1-1499), and (d) conformity with any patent, copyright, trademark, or other intellectual or proprietary rights of third parties.
13. TECHNICAL ASSISTANCE. At Buyer's request, SELLER may, at its discretion, furnish technical assistance and information with respect to SELLER's Products, provided that Buyer shall be solely responsible for determining whether Buyer’s use of and application for the Products is appropriate for Buyer’s purposes and safe. TO THE EXTENT SELLER OR SELLER PERSONNEL OFFERS SUCH TECHNICAL ASSISTANCE OR INFORMATION, THE DISCLAIMERS IN PARAGRAPH 10 (DISCLAIMER) AND LIMITATIONS OF LIABILITY IN PARAGRAPH 15 (LIMITATION OF LIABILITY) SHALL APPLY. ANY SUGGESTIONS BY SELLER OR SELLER PERSONNEL REGARDING USE, SELECTION, APPLICATION, OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
14. INDEMNIFICATION. To the extent permitted by applicable law, Buyer agrees to defend and indemnify Seller from and against any third party claims, suits, losses, demands, liabilities, costs and expenses (including reasonable attorney fees and costs and expenses of litigation) (“Losses”) arising out of, directly or indirectly, (a) Buyer’s use (and any result or data generated from such use), storage, sale or transfer of Seller’s Product (or component thereof); (b) any breach by Buyer of its obligations, representations and warranties made herein; or (c) the negligence or willful misconduct of Buyer, or Buyer’s employees, representatives or agents, in the performance of its obligations and permitted activities under this Agreement, provided, however, Buyer shall not be required to indemnify Seller to the extent such Losses result from (i) the reckless or willful misconduct of Seller or that of its authorized distributors; or (ii) breach of Seller’s obligations, representations and warranties made herein. The Buyer’s indemnity obligations shall not apply to Losses arising from a claim that the Buyer's use of a Product or component thereof infringes the intellectual property rights of a third party, if and only to the extent that such claim: (x) has not arisen as a result of a modification, improvement, enhancement or alteration of a Product by Buyer or its customer, or the Product being combined with any other product, compound, process, or technology not provided by Seller; (y) has not arisen as a result of Buyer using the Product outside the scope of use as described in Paragraph 12 (Buyer’s Use of Products) or contrary to the terms of the Product documentation, Seller’s published specifications or package inserts or (z) has not arisen as a result of or related to Product designs or specifications provided by Buyer. Buyer shall not, without the written consent of Seller: (i) settle or compromise any action, suit or proceeding or consent to the entry of judgment which does not include as an unconditional term thereof plaintiff’s written release of Seller from all liability in respect of such action, suit or proceeding; or (ii) settle or compromise any action, suit or proceeding in any manner which may materially and adversely affect Seller other than as a result of money damages or other money payments.
15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO BUYER OR ANYONE CLAIMING THROUGH BUYER, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, ECONOMIC LOSS, LOSS OF GOODWILL, OR DAMAGES DUE TO LOSS OF USE OR BUSINESS STOPPAGE, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EXERCISE OF RIGHTS HEREUNDER, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER TO SELLER FOR THE PRODUCTS SOLD TO BUYER HEREUNDER. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS SET ITS PRICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
16. EXPORT COMPLIANCE. Buyer acknowledges that Products supplied by Seller may be subject to export controls. Export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (15 CFR §§ 730-774) (“EAR”), which may restrict or require licenses for the export of Products from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Product purchased from Seller. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency, export, re-export, distribute, or supply any Product or component thereof, (i) to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government, or (ii) which is classified on the Commerce Control List (“CCL”) of the EAR (15 CFR 774, Supp. 1) and requires an export license based on country of destination. As a courtesy and aid to Buyer, Seller may indicate that a Product is on the CCL or otherwise requires an export license; provided, however, that such statement or indication shall not be construed as a representation or warranty by Seller regarding the proper export control classification for such Product. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of this Paragraph 16 by Buyer or its employees, consultants, agents, or customers.
17. MISCELLANEOUS. (a) Buyer may not delegate any duties or assign or transfer any rights under these Terms or the Agreement, voluntarily or involuntarily, whether by sale, merger, consolidation or operation of law, without Seller's prior written consent. Any assignment or transfer in violation of the foregoing shall be voidable by Seller. (b) The Agreement, and all disputes and claims arising out of or related thereto, shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflicts of law provisions. Buyer agrees all disputes and claims related to or arising out of this Agreement shall be venued exclusively in the State of New York. (c) The application to this Agreement of the U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (d) In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain. (e) No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. Seller’s failure to enforce, or Seller’s waiver of, a breach of any provision herein, will not constitute a waiver of any other breach of such provision on any future occasion. (f) Nothing contained in the Agreement shall be construed so as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Buyer and Seller. Neither party has or grants any express or implied right under the Agreement to assume or create any obligations on behalf of or in the name of the other, or to bind the other party to any undertaking with any third party. (g) Neither party shall be required to perform or omit to perform any act required or permitted under the Agreement if such performance or omission would violate the provisions of any applicable law, regulations, or court or administrative agency orders; neither party shall be liable to the other party for breach of the Agreement as a result of acting or omitting to act as a result of complying with the foregoing. (h) No waiver, modification, or amendment of the Agreement shall be binding unless in writing and signed by an authorized representative of Seller. (i) The Parties represent that they have the requisite power, authority, and legal right to accept the Agreement and to perform the obligations hereunder. (j) Purchase of Products does not grant to Buyer any right or license, express or implied, to Seller’s intellectual or proprietary property or technology other than the right to use purchased Product as expressly permitted in this Agreement. (k) Buyer shall not use the name, logo, or trademark of Seller or any variation thereof for any purpose without the express prior written consent of Seller; provided, however, that Buyer may reference Seller as source of purchased Products. (l) The obligations set forth in the following Sections of these Terms and Conditions shall survive the expiration or earlier termination of any contract or agreement between Seller and Buyer (including without limitation, the Agreement) and the consummation of any transaction between Seller and Buyer: Sections 4, 9, and 10 through 17.