DESTACO TERMS AND CONDITIONS OF SALE
1. Acceptance and Complete Agreement. All orders placed for goods (the “Goods”) and/or services (the “Services”), as applicable, furnished by Dover Pumps & Process Solutions Segment, Inc. d/b/a Destaco (“Seller”) to the purchaser thereof (the “Buyer”) are subject to the terms and conditions set forth herein and any sales order or quotation issued by Seller that incorporates these terms and conditions (collectively, these “Terms”), as well as the written order acknowledgment from Seller accepting the Buyer’s written order for Goods or Services (the “Order Acknowledgment”). These Terms and the Order Acknowledgment are hereafter collectively referred to as the “Contract”. If any provision in the Order Acknowledgment is inconsistent with these Terms, the provision of the Order Acknowledgment shall govern. No additional or different terms or conditions or any modifications, changes or amendments to the Contract shall be binding upon Seller unless specifically agreed to in writing by an authorized representative of Seller. Seller hereby objects to, and rejects, any additional or different terms already or hereafter proposed by Buyer, whether contained in any of Buyer’s documentation including, without limitation, a purchase order, acknowledgement or other form, or in any other communication received by Seller from Buyer. Seller’s failure to further object to any of the provisions contained in any documentation of Buyer’s or any communication of any kind from Buyer shall not be deemed a waiver of the terms of the Contract or as an acceptance by Seller of any deviation from the terms of the Contract. SELLER’S ACCEPTANCE OF ANY OR ALL OF THE BUYER’S ORDERS FOR GOODS OR SERVICES IS CONDITIONAL UPON BUYER’S ASSENT TO THE TERMS OF THE CONTRACT IN LIEU OF THE TERMS CONTAINED IN ANY OF BUYER’S COMMUNICATIONS OR DOCUMENTATION. The Contract constitutes the entire agreement between Seller and Buyer, superseding all prior oral or written communications and negotiations.
2. Delivery and Delay. All quoted delivery dates are estimates only. Seller reserves the right to make delivery in installments; and all such installments, when separately invoiced, shall be paid for when due per Seller’s invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries.
3. Shipment. The Buyer’s purchases are subject to Destaco’s Shipping and Return policies in effect as of the time of purchase. All purchases of physical items from Destaco are made pursuant to a shipment contract. This means that the risk of loss and the title of Goods purchased hereunder pass to the Buyer upon Seller’s delivery of the Goods to the carrier. Unless otherwise provided in the Order Acknowledgement, Buyer shall be responsible for all shipping charges, including but not limited to shipping, transportation, duties and insurance costs. Any loss, injury, or damage to or destruction of the Goods shall not relieve Buyer from its obligations hereunder. In the event of (a) shortage, (b) visible damage, (c) concealed damage or (d) loss, in each case, occurring prior to acceptance by the carrier, a claim must be made in writing by the Buyer against Seller. All claims against the carrier or Seller under this Section 3 must be made within thirty days from date of receipt after the shipment date of the Goods. Buyer’s failure to timely make any such claim shall constitute unqualified acceptance and a waiver of all such claims by Buyer. Claims against Seller are subject to Buyer’s compliance with Seller’s then-current RMA Policy, which will be provided to Buyer upon request. Seller may, at Seller’s option, require Buyer to (i) provide photographs or other documentation of such claim, and (ii) make the Goods subject to the claim available for inspection by Seller or its authorized representative in order to substantiate the grounds for rejection of the Goods. All rejected Goods must be returned to Seller, at Buyer’s risk and expense, prior to replacement by Seller.
4. Storage. Any of the Goods whose manufacture, installation or shipment is delayed by (a) the acts or omissions of Buyer or (b) at Buyer’s request, may be placed in storage by Seller (at Seller’s sole option) at Buyer’s risk and at Buyer’s expense. Storage fees will be assessed from the original shipment date until the actual shipment date. The storage fee rate for finished Goods that are prevented from shipping will be provided to Buyer. The storage fee will be added along with the actual freight and handling and applicable taxes to the final invoice for the Goods. All charges for storage are per item and may vary based on the type of Goods stored.
5. Orders and Price. All prices and delivery quotations made by Seller are conditioned upon these Terms. No order shall be binding upon Seller until received in writing and accepted by an authorized representative of Seller through Seller’s issuance of a written Order Acknowledgment or revised delivery notification. The Contract resulting from acceptance of any order(s) placed with Seller may only be modified or rescinded by a written document, signed by the duly authorized representative of both parties. Buyer will be billed at Seller’s prices stated at the time of order acceptance by Seller. If the prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase that quantity which would justify the pricing granted, Buyer will, at Seller’s option, pay Seller the difference between the stated prices and Seller’s standard prices for such goods in the quantity actually purchased by Buyer. All orders placed with Seller must exceed $200 USD. If the minimum order amount is not met, the order will not be accepted by Seller. The Buyer cannot modify any order such that the total price is less than $200 USD at any time.
6. Payment. Buyer must provide a valid credit card for payment at the time of purchase. Buyer’s credit card will be charged at or prior to shipment of the Goods, and payment shall be made in US Dollars. Buyer hereby authorizes Seller to charge this credit card for all amounts payable by Buyer hereunder in connection with Buyer’s order.
7. Taxes and Other Charges. Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of customs, duties or taxes, and Buyer shall be responsible for all such applicable duties and taxes (exclusive of taxes on Seller’s income). If exemption from such taxes is claimed, Buyer must provide a certificate of exemption at the time its order is submitted to Seller, and Buyer will indemnify Seller for any unpaid taxes, as well as any penalties and interest, in the event such exemption is not valid or applicable.
8. Substitutions; Modifications. Seller shall have the right to deliver substitute goods for the Goods ordered by Buyer, provided that such substituted goods do not materially differ from the ordered Goods in terms of overall form, fit and performance, as determined in Seller’s sole and complete discretion. Seller reserves the right at any time to make changes to Goods, without liability or obligation to implement such change to any Goods previously manufactured, and further reserves the right to discontinue any Goods.
9. Cancellation by Buyer; Rescheduling. Buyer’s order, after acceptance by Seller, shall not be subject to cancellation, change, or reduction in amount nor to any suspension by Buyer of deliveries without Seller’s prior written consent. Seller may invoice Buyer for cancellation fees sufficient to cover all costs incurred by Seller, which shall take into account all expenses already incurred, including, but not limited to, (a) expended materials, labor, and work in progress; (b) outstanding commitments that cannot be cancelled; and (c) all incidental costs and expenses, including but not limited to storage and handling fees. Buyer will pay such cancellation fees within 30 days of the date of Seller’s invoice. Any requests by Buyer to delay the delivery of an order beyond the originally scheduled delivery date shall be made in writing and are subject to the prior written consent of Seller, in its sole discretion. Seller reserves the right to assess customer a charge sufficient to cover all costs incurred by Seller due to any approved delay or Buyer’s failure to take delivery on the scheduled delivery date (in addition to any storage charges described above). Any charge assessed to Buyer due to its failure to take delivery of an order shall be in addition to, and without prejudice to, other remedies Seller may have at law or equity.
10. Cancellation by Seller; Rescheduling. Seller reserves the right to cancel any orders placed by Buyer, or to refuse or delay shipment thereof, if Buyer (a) fails to make any payment as provided in the Contract or under the terms of payment set forth in any invoice or otherwise agreed to by Seller and Buyer, (b) fails to meet reasonable credit or financial requirements established by Seller, including any limitations on allowable credit, or (c) otherwise fails to comply with the Contract.
11. Returns. Seller may, in its sole discretion, accept the return of Goods on a case-by-case basis within 90 days from the date of delivery. Returned Goods must be unused, in their original packaging, and in good resaleable condition to be eligible for return. Prior to returning any Goods, Buyer shall issue a written request to Seller for a Return Merchandise Authorization (RMA) number setting forth the reason for such request in reasonable detail. Any return of Goods to Seller will be made only upon Seller’s assignment of an RMA number to Buyer, and such return will be subject to Seller’s RMA Policy in effect at the time of the return. Seller reserves the right to apply a 20% re-stocking fee on any accepted returns. Returns not meeting the conditions herein and in Seller’s RMA Policy will be refused at time of attempted delivery or will be sent back to Buyer at Buyer’s sole risk and expense.
12. Limited Warranty.
a. General. Seller warrants and guarantees to Buyer, as the original purchaser of the Goods, that the Goods will (a) conform with Seller’s published specifications in effect as of the date of the order and (b) be free from defects in materials or workmanship arising under proper and normal use. Buyer’s acceptance of delivery of the Goods or performance of the Services constitutes an acceptance of the warranties and remedies described herein, and all conditions and limitations thereof. The period for each of the foregoing warranties will be that provided by applicable law.
b. Warranty Limitations. The foregoing warranty is non-transferable by Buyer. This warranty does not apply to Goods that are deemed consumable by Seller or to claims resulting from normal wear and tear, improper installation, misuse, neglect, accident, abuse, negligence, third-party damages, or acts of God. The warranty shall be void if the Goods are altered or modified. Seller makes no warranty, express or implied, with respect to the design or operation of any system in which the Goods are used as mere components.
c. Return/Repair of Goods under Warranty. If Buyer claims Goods are under warranty and are non-conforming, Buyer must notify Seller to request a Return Merchandise Authorization (RMA). Goods subject to warranty shall be returned to the location specified by Seller, with cost of shipment prepaid by Buyer, and in conformance with Seller’s RMA Policy in effect at the time of the return. Seller reserves the right to reject any shipment of returned Goods without a prior written RMA, that is not in compliance with the RMA Policy, or that has been damaged in shipment to the point of preventing inspection. Upon an inspection and confirmation that the returned Goods are subject to the applicable warranty, Seller may elect to replace or repair any non-conforming Goods or pre-mature failure of Goods under warranty at its sole discretion. If new Goods are not available to replace any returned Goods, Seller reserves the right to replace the returned Goods with like new or refurbished Goods at its sole discretion. Repair or replacement of the returned Goods, or merchandise credit for the cost thereof, shall constitute full settlement of any claim by Buyer for damages, and shall constitute a full release of Seller with regard to the sale, and Seller shall not be responsible for any indirect, incidental or consequential damages. A prior decision by Seller to accept returned Goods does not constitute a binding obligation to accept return of future Goods.
d. Additional Terms Pertaining to Warranties. Deviations from published specifications which do not materially affect performance of the Goods or Services covered hereby shall not be deemed to constitute a breach of the warranty.
e. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR ANY OTHER MATTER WITH RESPECT TO THE GOODS OR SERVICES.
13. Intellectual Property Rights. All intellectual property rights in, or relating to, the Goods or Services, including but not limited to all technical data, processes, designs, drawings, engineering data, U.S. and foreign patents, patent applications, patent rights, trademarks and service marks (including common law rights, applications and registrations therefor), copyrightable and un-copyrightable works (including those in computer programs, drawings, designs, documentation and specifications), copyright registrations, trade secrets, proprietary rights in information (including in data, inventions, discoveries, know-how, formulas, processes, technical information and business information), license rights under the intellectual property rights of third parties and all other intellectual property rights whether or not subject to statutory registration or protection (collectively, “Intellectual Property Rights”), are owned by or licensed to Seller. The sale of any Goods or Services to Buyer in no way conveys to Buyer, either expressly or by implication, any intellectual property ownership or license whatsoever, except as may be expressly granted by the Seller in the materials which accompany the Goods or Services upon delivery. Seller expressly reserves its ownership rights in and to its Goods and Services and asserts that additional restrictions may apply to the use of the Goods or Services, as set forth in the applicable Goods or Services documentation and other materials which accompany the Goods or Services. Any unauthorized use of Seller’s Intellectual Property Rights, including, but not limited to its trademarks, is expressly prohibited.
a. Infringement Claims – Indemnification by Seller. Seller will defend, indemnify and hold harmless Buyer and its officers, directors, employees, agents and equity holders from any liabilities, losses, costs and expenses (including without limitation reasonable out of pocket expenses for attorneys’ fees and costs of litigation) (collectively “Losses”) arising out of a claim made against Buyer by a third party (but excluding claims described in Section 13(b)) for alleged infringement of any U.S. patent, trademark or copyright existing as of the effective date of the Contract and relating to Buyer’s lawful use of the Goods purchased under the Contract in Buyer’s business. Seller’s obligations hereunder are contingent upon Buyer having made all payments to Seller then due at the time the claim arises and not otherwise being in breach of any provision of the Contract as well as Buyer complying with the Indemnification Procedures outlined below. Seller may also, at any time, at its option: (i) procure for Buyer the right to continue to use the Goods in question, free of any liability for such infringement; or (ii) direct Buyer to cease use of and not market or sell such Goods and (1) modify the Goods in question so that they become non-infringing; (2) substitute the Goods in question with functionally equivalent non-infringing Goods; or (3) accept the return of the Goods against payment of the Goods’ then-depreciated value, computed on a three (3) year straight-line depreciation schedule commencing as of the date of delivery. The obligations set forth in this Section 13(a) shall be Buyer’s sole and exclusive remedy and Seller’s entire liability for any infringement of third-party intellectual property rights as described in this Section 13(a).
b. Infringement Claims – Indemnification by Buyer. Buyer shall defend, indemnify, and hold harmless Seller and its officers, directors, employees, agents and equity holders from and against any Losses arising out of a claim made against Seller or its suppliers by a third party to the effect that any Goods manufactured for or sold to Buyer infringe upon any patent, trademark, copyright or other intellectual property right, if such Goods were manufactured pursuant to Buyer’s designs, specifications, processes and/or formulas.
14. Other Indemnification Claims.
a. By Buyer. Buyer shall defend, indemnify and hold harmless Seller and its officers, directors, employees, agents and equity holders from and against any and all Losses arising out of the use, operation or possession of the Goods by Buyer or its affiliates, directors, employees, agents or representatives; the negligent or willful act or negligent or willful omission of Buyer or its affiliates, officers, directors, employees, agents or representatives; or the alteration or modification of the Goods or the use or combination of the Goods with other products, devices or services by Buyer or its affiliates, directors, employees, agents or representatives.
b. By Seller. Seller agrees to defend, indemnify, and hold harmless Buyer and its officers, directors, employees, agents and equity holders from and against any and all Losses arising out of the negligent or willful act or negligent or willful omission of Seller or its affiliates, officers, directors, employees, agents or representatives; and any and all lien notices, lien claims, liens, encumbrances, security interests, or other lien rights of any kind filed by any party including without limitation, any subcontractor, which in whole or in part are based in Goods or Services provided to Buyer.
15. Indemnification Procedures. Promptly after receipt of any written claim or notice of any action giving rise to a claim for indemnification, (a) the indemnified party shall notify the other party and provide copies of the claim and any documents relating to the same in its possession; and (b) the indemnifying party shall have control of the defense of any such claim and all negotiations for settlement or compromise, provided, however, that the indemnified party shall have the right to approve defense counsel selected by the indemnifying party, such consent not to be unreasonably withheld, conditioned or delayed. In the event both the indemnified party and the indemnifying party are named in the claim and circumstances exist or may arise which would make the indemnifying party and the indemnified party adverse to each other or create a conflict of interest for the indemnifying party defending the indemnified party, the indemnified party shall be permitted to participate in the defense of the claim with counsel of its own choosing at the reasonable cost and expense of the indemnifying party; and (c) at the indemnifying party’s reasonable request and expense, the indemnified party shall provide it with reasonable assistance for the defense of the claim. The indemnified party shall be entitled to employ counsel at its own expense to monitor the handling of the claim and neither party shall settle a claim that imposes on, or restricts the operations of, the other party or requires the other party to pay monies or make admissions without the written consent of such other party, which consent shall not be unreasonably withheld or delayed. If the indemnifying party fails to assume the defense of any claim within the prescribed period of time, then the indemnified party may assume the defense of such claim at the reasonable cost and expense of the indemnifying party.
16. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with the Contract (collectively, “Confidential Information”) is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all Confidential Information, documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure by Seller; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
17. Data Security. Buyer shall comply with the data protection and privacy legislation in all relevant countries and shall ensure that its employees, agents and contractors observe the provisions of that legislation. Buyer represents that it has developed and implemented and covenants that it will maintain effective information security policies and procedures that include administrative, technical and physical safeguards designed to (a) ensure the confidentiality, security, integrity and availability of Seller’s Confidential Information provided hereunder; (b) protect against anticipated threats or hazards to the confidentiality, security, integrity and availability of such information; (c) protect against unauthorized access or use of such information; and (d) ensure the proper disposal of such information. Buyer shall promptly notify Seller of any breach of confidentiality by Buyer or any of its agents, disclosure of Seller’s Confidential Information by Buyer or one of its agents or a breach of Buyer’s information security policies or procedures. Notice shall be provided to Seller no later than 24 hours upon discovery of breach.
18. Limitation of Liability.
a. Limited Liability; Incidental and Consequential Damages. SELLER’S LIABILITY WITH RESPECT TO THE GOODS AND SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT RECEIVED BY SELLER FOR THE GOODS OR SERVICES GIVING RISE TO ANY CLAIM HEREUNDER. SELLER SHALL NOT BE SUBJECT TO AND EXPRESSLY DISCLAIMS ALL INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER RESULTING FROM SELLER’S PERFORMANCE OR FAILURE TO PERFORM UNDER THE CONTRACT OR THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS SOLD OR SERVICES RENDERED PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF SELLER OR OTHERWISE, AND WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Specifically Excluded Damages. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SPECIFICALLY DISCLAIMS ANY LIABILITY FOR PROPERTY OR PERSONAL INJURY DAMAGES, PENALTIES, DAMAGES FOR LOST PROFITS OR REVENUES, LOSS OF USE OF GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWN TIME, SHUT DOWN OR SLOW DOWN COSTS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, AND FOR CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES.
c. Remedies. THE DAMAGE LIMITATIONS PROVIDED IN THESE TERMS AND CONDITIONS AND THE REMEDIES STATED HEREIN SHALL BE EXCLUSIVE AND SHALL BE BUYER’S SOLE REMEDY (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN). THIS LIMITATION ON LIABILITY SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE.
19. Time Limitations on Claims. Any action that Buyer may have against Seller alleging Seller’s breach of any provision of the Contract must be commenced within one (1) year following Buyer’s discovery of the alleged breach or such claim shall be forever barred.
20. Modification; Waiver. No modifications to these terms and conditions shall be enforceable except when in writing and signed by both parties, unless otherwise expressly stated herein. Seller shall not be deemed to have waived any of its rights, powers, or remedies under these terms and conditions, or at law or in equity unless such waiver is in writing and is executed. No delay or omission by Seller in exercising any right, power, or remedy shall operate as a waiver thereof or of any other right, power, or remedy. No waiver by Seller of any default shall operate as a waiver of any other default, or of the same default or another occasion. No course of dealing or course of performance may be used to evidence a waiver or limitation of Buyer’s obligations under this Contract.
21. Severability. If any provisions of the Contract shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof, and any such illegal or unenforceable provisions will be limited to the minimum extent necessary to render the same valid or will be excised from the Contract, as the circumstances require, and the Contract will be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law.
22. Assignability. Buyer may not assign the Contract, or any of Buyer’s rights or obligations hereunder, without Seller’s prior written consent. Seller may assign the Contract or Seller’s rights or obligations hereunder to an affiliate of Seller or to an acquirer of control of Seller’s equity or all or substantially all its assets.
23. Force Majeure. Seller shall not be liable for any loss, delay or failure to produce, sell or deliver any Goods or perform the Services or any of its obligations hereunder resulting from any circumstance, direct or indirect, reasonably beyond its control including, without limitation, pandemic, fire, flood, accident, explosion, riots, wars, sabotage, natural disasters, wind, severe weather, mechanical breakdown, power failures, strike or other labor troubles or slowdowns, plant shutdown, unavailability of or interference with the usual means of transporting the Goods, any law, regulation, order, recommendation or request of any governmental authority having or claiming to have jurisdiction over Seller, its subcontractors and/or its suppliers, or any supplier delays or supplier failures to deliver necessary materials or components. In addition, Seller shall be so excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any labor or material necessary for manufacturing the Goods or performing the Services. In the event that there should be a shortage of any Goods, Seller may apportion its available Goods among itself, its affiliates and all its customers in such equitable manner as it deems fair and reasonable. Upon giving prompt written notice to Buyer of any such causes of a delay or failure in its performance of any obligation under the Contract, the time of performance by Seller shall be extended, at Seller’s option, to the extent of any delay resulting from any force majeure event.
24. Governing Law; Exclusive Jurisdiction and Venue. The Contract shall be governed and construed according to the laws of the State of Delaware, without reference to principles or conflicts of laws. Any action brought by either party arising out of or relating to the Contract must be brought in a U.S. District Court or state court in Delaware. Buyer waives any objection to jurisdiction or venue in respect of said courts and to any service of process issued under their authority.
25. Anti-Bribery. Buyer hereby certifies that Buyer and its directors, officers, employees, agents, sub-contractors and/or consultants: (i) are familiar with, and shall comply in all respects with, all applicable laws in force from time to time regarding bribery, fraudulent acts, corrupt practices and/or money laundering, including the U.S. Foreign Corrupt Practices Act, as amended, and the U.K. Bribery Act 2010, as amended; (ii) have not and shall not authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with the transactions governed by this Contract to any “foreign official,” including (a) any official, agent, or employee of any government or governmental agency; (b) any political party or officer, employee or agent thereof; or (c) any holder of public office or candidate for political office; and (iii) are not officials or employees of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or affiliate of a government instrumentality. Buyer understands that for purposes of this Section, a “foreign official” may include an employee or official of a commercial entity in which a government body has an ownership interest or exerts control over the activities of such entity, as well as officials and employees of public international organizations.
26. Export Controls. Buyer acknowledges that all shipments by Seller are or may be subject to restrictions and limitations imposed by United States export controls, trade regulations and trade sanctions. Buyer at all times will comply with such sanctions, controls and regulations and will cause compliance with such sanctions, controls and regulations in its use and disposition of the Goods. With respect to each shipment of Goods pursuant to these terms and conditions, Buyer will obtain and supply to Seller in writing all information required to obtain any U.S. export license, permit, approval or documentation applicable to such shipment. Notwithstanding any contrary provision in the Contract, Seller will have no obligation to make any shipment to Buyer until it has received all such information and has obtained the applicable licenses, permits, approvals or documentation for shipment, if any. If Seller learns, or has reasonable cause to believe, or if any branch or agency of the United States claims, that a violation of any applicable trade sanctions, export controls or trade regulations has occurred or is likely to occur because of any shipment, Seller may, in addition to any other remedy it may have, terminate the Contract immediately upon written notice to Buyer. Buyer shall indemnify, defend and hold Seller harmless from any loss or liability arising out of any breach of the foregoing covenants contained in this Section.
27. Relationship of Parties. Seller and Buyer are independent contracting parties. Nothing in this Contract shall make either party the agent or legal representative of the other for any purpose whatsoever, nor grant either party any authority to assume or create any obligation on behalf of or in the name of the other party.
28. Survival. Sections 7, 11, 12-22, 24, 27, and this Section 28 will survive the termination of the Contract, as well as any other provision that, in order to give proper effect to its intent, should survive such termination.