Terms of service
OVERVIEW
This website is operated by International Filter Products. Throughout the site, the terms “we”, “us” and “our” refer to International Filter Products. International Filter Products offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more details, please review our Refund Policy
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall international-filter-products, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless International Filter Products and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at ian@internationalfilterproducts.com.
Our contact information is posted below:
International Filter Products
sales@internationalfilterproducts.com
7914 Ajay Dr., Sun Valley, CA, United States
1-818-504-8115
INTERNATIONAL FILTER PRODUCTS, INC.
Terms and Conditions for Sales Orders
1. Definitions. For purposes of these Terms and Conditions for Sales Orders (the “Terms”), the following capitalized terms shall have the meanings set forth below. Additional terms may be defined elsewhere in these Terms or in the applicable Sales Order (as defined below).
1.1 “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where control means the ownership of more than fifty percent (50%) of the voting interests of such entity or the right to direct the management of such entity by contract or otherwise.
1.2 “Agreement” means, collectively, these Terms, together with each Sales Order executed by Distributor and Customer that incorporates these Terms by reference, and all schedules, exhibits, and written amendments thereto.
1.3 “Sales Order” means a written purchase commitment, purchase order, standing order, or similar ordering document executed by Customer and accepted in writing by Distributor, which: (a) specifies the Products to be purchased by Customer on a recurring basis, (b) sets forth the Term, the Monthly Commitment (as defined below), and any other volume commitments, (c) incorporates these Terms by reference, and (d) may set forth additional commercial or product-specific terms and conditions not inconsistent with these Terms.
1.4 “Business Day” means any day other than a Saturday, Sunday, or a day on which banks are authorized to be closed in the jurisdiction specified in the governing law provision of the applicable Sales Order.
1.5 “Confidential Information” means any and all non-public or proprietary information of a Party, whether oral, written, graphic, machine-readable, electronic, or in any other form, including without limitation technical, financial, business, marketing, pricing, customer, supplier, and product information, which is disclosed or made available to the other Party in connection with the Agreement and is (a) designated as confidential at the time of disclosure, or (b) reasonably understood to be confidential given the nature of the information or the circumstances of disclosure.
1.6 “Customer” means the entity identified as the customer, buyer, or purchaser in the applicable Sales Order.
1.7 “Distributor” means the entity identified as the distributor or seller of Products in the applicable Sales Order.
1.8 “Force Majeure Event” has the meaning set forth in Section 15.1.
1.9 “Term” means the term of each Sales Order, as specified in such Sales Order.
1.10 “Inventory” means the Products purchased or otherwise acquired by Distributor from its manufacturers or suppliers and stocked, held, or allocated by Distributor for supply to Customer under a Sales Order, including safety stock maintained by Distributor to protect against supply chain disruptions.
1.11 “Monthly Commitment” means, with respect to a Sales Order, the minimum quantity of each Product (or minimum aggregate value of Products) that Customer is obligated to purchase from Distributor in each calendar month (or other periodic interval expressly stated in the Sales Order) during the Term.
1.12 “Products” means the medical devices, medical equipment, supplies, and other products described in the applicable Sales Order that Distributor agrees to sell and Customer agrees to purchase under the Agreement, which may include, without limitation, syringes, test tubes, filters, and other similar medical equipment products.
2. Application. These Terms govern the sale of Products by Distributor to Customer under each Sales Order that expressly references or incorporates these Terms. No purchase, sale, or shipment of Products shall be subject to any other terms or conditions unless expressly agreed in a written amendment signed by both Parties that specifically states that it modifies these Terms.
2.1 Order Hierarchy. In the event of a conflict or inconsistency between the provisions of these Terms and the provisions of a Sales Order, the following order of precedence shall apply: (a) any expressly negotiated and mutually executed amendment to the Agreement referring specifically to the conflicting provision; (b) the Sales Order (solely with respect to expressly negotiated commercial terms such as price, quantity, Monthly Commitment, and Term); and (c) these Terms.
2.2 No Conflicting Customer Terms. Any terms or conditions contained in Customers purchase orders, order acknowledgements, confirmations, correspondence, or other documents, whether issued before or after the date of the applicable Sales Order, shall be of no force or effect, and are hereby objected to and rejected in their entirety, even if Distributor does not expressly object to such terms in each instance, unless and to the extent such terms are expressly accepted in a written instrument signed by a duly authorized representative of Distributor that specifically identifies the amendment to these Terms.
3. Sales Orders; Standing Order Framework
3.1 Formation of Sales Orders. A Sales Order shall constitute an offer by Customer to purchase the Products described therein in the quantities and on the other terms specified therein. A Sales Order shall become binding upon Distributor’s written acceptance, which may be made by Distributor’s execution of the Sales Order, issuance of a written order confirmation referencing the Sales Order, or commencement of performance in reliance upon the Sales Order, including the commitment or acquisition of Inventory to satisfy the Sales Order.
3.2 Standing Order Structure. Each Sales Order shall establish a standing, recurring ordering arrangement under which: (a) Customer commits to purchase, and Distributor commits to sell, the Products in at least the Monthly Commitment quantities during each month of the Term; and (b) Customer shall submit monthly release purchase orders, order schedules, or call-offs, as specified in Section 3, consistent with the Sales Order.
3.3 Binding Commitment. Customer acknowledges and agrees that each Sales Order, including the Monthly Commitments and Term specified therein, constitutes a binding obligations contract, and not a mere forecast or estimate of requirements. Distributor is entitled to rely on such commitments for purposes of procuring and maintaining Inventory. The Parties intend that their arrangement under each Sales Order constitute a firm purchase commitment and, to the extent applicable, a valid and enforceable requirements and/or output contract under applicable law.
3.4 No Minimum Purchase Waiver. The Parties agree that the obligations of Customer to purchase at least the Monthly Commitment and any aggregate minimum purchase quantity specified in the applicable Sales Order are material terms of the Agreement. No purported waiver, reduction, or modification of such minimum purchase obligations shall be effective unless set forth in a written amendment executed by authorized representatives of both Parties.
4. Monthly Releases, Forecasts, and Scheduling
4.1 Monthly Release Orders. Unless expressly otherwise provided in the Sales Order, Customer shall issue to Distributor, not later than the 30 Business Day of the month preceding the month in which shipments are to occur, a written release purchase order (each, a Release Order) specifying: (a) the Products to be shipped, (b) the quantities of each Product (which shall at least equal the Monthly Commitment, unless otherwise agreed in writing by Distributor), (c) the requested delivery dates, and (d) the shipping destination(s).
4.2 Rolling Forecasts. If specified in the Sales Order or requested in writing by Distributor, Customer shall provide Distributor with a non-binding rolling written forecast of Customer's anticipated monthly requirements of each Product for the ensuing 3-month period. Such forecast shall be updated by Customer no less frequently than quarterly, or as otherwise stated in the Sales Order.
4.3 Forecast Accuracy; Reliance. Customer shall use commercially reasonable efforts to ensure that its forecasts are accurate, in good faith, and based on reasonable assumptions. Distributor may reasonably rely on such forecasts in planning its manufacturing orders, capacity, Inventory, and financial commitments. In the event that Customers actual orders materially deviate downward from Customers forecasts beyond any variance range, tolerance, or buffer expressly specified in the Sales Order, Distributor shall be entitled to: (a) require Customer to purchase some or all of the resulting excess or obsolete Inventory maintained by Distributor specifically for Customer.
4.4 Rescheduling; Order Changes. Customer may request adjustments to delivery dates and, subject to Distributors written approval, minor quantity changes, provided that: (a) such changes are requested in writing at least 30 Business Days prior to the scheduled ship date for Standard Products and at least 120 Business Days for Custom Products; (b) the adjusted quantities for the applicable month are not less than the Monthly Commitment; and (c) Customer compensates Distributor for any reasonable, documented additional costs incurred by Distributor as a result of such rescheduling, including, without limitation, expedited shipping costs, storage costs, and any restocking or handling charges.
5. Minimum Purchase Obligations; Quantity Commitments
5.1 Monthly Commitment. For Sales Order, Customer shall, during each month of the Term, purchase from Distributor at least the Monthly Commitment of each Product (or minimum aggregate Monthly Commitment, if so specified), as set forth in the Sales Order.
5.2 Aggregate Minimum Quantity (If Applicable). If the Sales Order specifies an aggregate minimum purchase quantity or value for the entire Term, Customer shall be obligated to ensure that its cumulative purchases of Products under such Sales Order meet or exceed such minimum.
5.3 Shortfalls; Make-Up Purchases. If Customers purchases in any month fall below the Monthly Commitment, Customer shall, upon request by Distributor, place additional orders in the subsequent one or more months of the Term to cure such shortfall, so that the cumulative quantities purchased meet or exceed the aggregate minimum purchase obligation specified for the applicable period.
5.4 Distributor Reliance on Commitments. Customer acknowledges that Distributor relies on Customers Monthly Commitments and aggregate minimum purchase obligations in placing orders with manufacturers, securing allocations, and stocking and managing Inventory. As a direct consequence, Customers failure to meet such commitments may cause Distributor to incur significant losses, including but not limited to carrying costs, obsolescence, storage costs, and unrecovered purchase costs. The provisions of this Section 5 are intended to allocate such risks between the Parties.
5.5 No Offset Against Other Purchases. Unless expressly provided in the Sales Order, purchases of products not subject to such Sales Order, or purchases made by Affiliates of Customer under separate agreements, shall not count toward satisfaction of Customers Monthly Commitments or aggregate minimum purchase obligations under such Sales Order.
6. Prices, Taxes, and Adjustments.
6.1 Prices. The prices for the Products under each Sales Order shall be as set forth in the Sales Order or the applicable price schedule or exhibit referenced therein. Unless otherwise expressly stated in a Sales Order, prices are exclusive of all freight, insurance, taxes, duties, and other charges.
6.2 Price Adjustments. Unless otherwise agreed in the Sales Order: (a) Distributor may adjust the prices for Products prospectively upon not less than 30 days prior written notice to Customer to reflect increases in Distributors acquisition costs, manufacturer pricing, regulatory compliance costs, or other material cost increases.
6.3 Taxes. All prices are exclusive of any and all federal, state, provincial, local, or foreign sales, use, value-added, excise, customs, or other taxes, duties, and levies (other than taxes based on Distributors net income). Customer shall be responsible for the payment of all such taxes, duties, and levies, whether imposed on Distributor or Customer, and shall reimburse Distributor for any such amounts paid or payable by Distributor. If Customer is exempt from any taxes, it shall provide Distributor with a valid, executed exemption certificate acceptable to the relevant taxing authority, which Distributor shall rely upon in good faith.
6.4 Surcharges and Additional Costs. Distributor reserves the right, if reasonably justified, to impose reasonable surcharges to cover extraordinary or unexpected freight, fuel, or regulatory costs, upon reasonable prior written notice to Customer. Any such surcharges shall be applied in a nondiscriminatory manner to similarly situated customers.
7. Invoicing, Payment Terms, and Credit
7.1 Invoices. Distributor shall invoice Customer for Products upon shipment (or upon delivery if so specified in the Sales Order), unless alternative billing milestones are expressly agreed in writing. Each invoice shall reference the applicable Sales Order and shall set forth, in reasonable detail, the Products shipped, quantities, unit prices, applicable taxes, freight charges (if prepaid by Distributor), and any other authorized charges.
7.2 Payment Terms. Unless otherwise specified in the Sales Order, payment of undisputed invoice amounts shall be due in full within 30 days from the date of the invoice. All payments shall be made by wire transfer, automated clearing house transfer, or other method agreed by the Parties, to the account designated by Distributor.
7.3 Disputed Amounts. If Customer reasonably and in good faith disputes any portion of an invoice, Customer shall: (a) notify Distributor in writing within 5 days of receipt of the invoice, specifying in reasonable detail the nature and basis of the dispute; and (b) timely pay the undisputed portion of the invoice by the original due date. The Parties shall cooperate in good faith to resolve any such dispute as promptly as practicable. Failure to dispute an invoice in accordance with this Section 7 shall constitute acceptance of the invoice as accurate and due.
7.4 Late Payments. Any undisputed amount not paid when due shall accrue interest at the lesser of (a) 10% per month, or (b) the maximum rate permitted by applicable law, from the due date until paid in full. In addition, Distributor may suspend further shipments of Products or performance of its obligations under any Sales Order if Customer fails to pay any undisputed overdue amount within 10 days after written notice from Distributor.
7.5 Setoff. Unless otherwise expressly agreed in writing, Customer shall not withhold, set off, or deduct any amounts due under an invoice on account of any claim or alleged claim against Distributor, whether arising under the Agreement or otherwise, except to the extent such withholding or setoff has been agreed to in writing by Distributor or ordered by a court of competent jurisdiction.
8. Shipment, Delivery, Title, and Risk of Loss
8.1 Shipment Terms. Unless otherwise specified in the Sales Order, all sales of Products are made FOB Distributors shipping point (Incoterms 2020 equivalent: FCA Distributors facility). Risk of loss and damage to the Products shall pass to Customer upon Distributors delivery of the Products to the carrier at Distributors shipping point.
8.2 Title. Title to the Products shall pass to Customer upon Distributors receipt in full of the invoice price for such Products. Until such time, Distributor retains a purchase money security interest in the Products and all proceeds thereof, and Customer agrees to execute any documents reasonably requested by Distributor to perfect such security interest under applicable law.
8.3 Carrier; Freight Costs. Unless otherwise agreed: (a) Distributor shall, as a convenience to Customer, arrange for shipment of Products using reputable carriers and shall charge Customer for freight, insurance (if arranged), and related charges; and (b) all freight, insurance, and related transportation costs shall be borne by Customer and shall be added to Distributors invoice.
8.4 Delivery Dates; Nonliability for Delays. Any delivery dates or lead times quoted by Distributor or set forth in a Sales Order are estimates only, and time is not of the essence with respect to such dates. Distributor shall exercise commercially reasonable efforts to meet requested delivery dates, subject to availability of Inventory, manufacturer lead times, and transportation conditions. Distributor shall not be liable for any loss, cost, or damage resulting from any delay in delivery, except to the extent such delay is caused solely by Distributors gross negligence or willful misconduct and Customer’s exclusive remedy shall be as expressly set forth in Section 13.
8.5 Inspection and Acceptance. Customer shall inspect all shipments promptly upon receipt. Customer shall be deemed to have accepted the Products unless it provides written notice to Distributor of any claim for nonconforming Products, shortages, or damage within 5 Business Days after receipt, reasonably describing the nature of the alleged nonconformity. Failure to give such notice within the specified period shall constitute an irrevocable acceptance of the Products and waiver of any such claims.
8.6 Overages and Shortages. Minor shipping overages or shortages (within industry-standard tolerances) may occur. Distributors sole obligation in the event of any non-trivial shortage shall be, at its option, to deliver the shortfall quantity at a later date or to issue a credit for the missing quantity. Customer shall not reject an entire shipment due to partial shortages, and shall be obligated to pay for all conforming Products received.
9. Distributors Inventory, Allocation, and Supply Chain Protections
9.1 Advance Procurement and Stocking. Customer acknowledges that, in order to satisfy its obligations under the Sales Orders and to protect Customer against supply chain disruptions, Distributor purchases Products from manufacturers and maintains Inventory, including safety stock, based on Customers Sales Orders and forecasts. Customer expressly authorizes Distributor to procure and hold such Inventory in reliance on the Agreement.
9.2 Priority Allocation. In the event of any actual or anticipated shortage of Products from manufacturers or in Distributors Inventory, Distributor may allocate available Products among its customers (including Customer) and for its own internal use in such manner as Distributor deems fair and commercially reasonable, taking into account (a) the relative magnitude and duration of customer’s commitments, (b) criticality of use (including medical or patient safety considerations), and (c) any applicable legal or regulatory requirements. In such circumstances, Distributors total aggregate obligation to Customer under the Sales Orders shall be accordingly reduced to the extent necessary to reflect unavailability of Product, without liability for damages.
9.3 Obsolescence Risk. Customer acknowledges that certain Products may have limited shelf lives or may become obsolete due to regulatory or manufacturer changes. To the extent Distributor has procured or allocated such Products specifically for Customer in reliance on Customers Sales Order and Customers commitments thereunder, Customer shall bear the risk of and shall compensate Distributor for such obsolescence.
10. Customer Use, Resale, and Compliance
10.1 Intended Use; Regulatory Status. Customer acknowledges that many Products are medical devices or supplies subject to regulation under applicable laws. Customer shall use, store, handle, resell, or otherwise distribute the Products only in compliance with all applicable laws, regulations, and manufacturer instructions.
10.2 Resale to Pharmacies and End Users. Where Customer is reselling Products to pharmacies, clinics, hospitals, or other end users: (a) Customer shall ensure that all such downstream parties are duly licensed and authorized under applicable law to purchase and/or use the Products; (b) Customer shall not make any representations, warranties, or guarantees with respect to the Products that are inconsistent with or in addition to those made expressly by Distributor or the manufacturer; and (c) Customer shall inform its customers of any applicable Product labeling, instructions, warnings, and recall information provided by Distributor or the manufacturer.
10.3 Licenses and Permits. Customer represents and warrants that it holds, and shall maintain throughout the Term, all licenses, permits, registrations, and approvals necessary to purchase, handle, store, sell, and/or distribute the Products in the jurisdictions where Customer operates.
10.4 Anti-Diversion. Unless expressly permitted in the Sales Order, Customer shall not (a) export, re-export, or otherwise transfer the Products outside of the Territory, if any, or (b) resell the Products to any person or entity that is on any applicable denied or restricted parties list, or that Customer knows or has reason to know intends to divert the Products contrary to applicable law.
11. Early Termination, Cancellation, and Inventory Buy-Back Protection
11.1 Termination for Convenience. If a Sales Order expressly provides the conditions, if any, under which Customer may terminate the Sales Order for convenience, including any required notice periods and termination fees, the Sales Order will govern such termination notice period. In the absence of an express contractual right of termination for convenience in the Sales Order, Customer shall have no such right.
11.2 Cancellation Charges; Liquidated Damages. In the event Customer cancels, repudiates, or otherwise fails to honor (a) any Sales Order or (b) in the event Distributor terminates a Sales Order for Customers uncured material breach, Customer shall pay to Distributor, as liquidated damages and not as a penalty, an amount equal to the sum of: (a) the contract price for all Products already delivered but not yet paid for; (b) Distributors documented, unreimbursed costs for Inventory acquired or committed specifically for Customer’s Sales Order (including reasonable carrying costs and restocking fees charged by manufacturers), to the extent such Inventory cannot be cancelled, returned for credit without penalty, or reasonably resold within 3 months using commercially reasonable efforts. The Parties acknowledge and agree that the foregoing liquidated damages formula represents a reasonable estimate, at the time of contracting, of the anticipated harm to Distributor, that such harm would be difficult or impossible to ascertain with certainty, and that this provision is intended to compensate Distributor and not to impose a penalty.
11.3 Inventory Purchase Obligation Upon Early Termination. Without limiting Section 11.2, upon any early termination or cancellation of a Sales Order by Customer in breach of the Agreement, or termination by Distributor for Customer’s breach: (a) Customer shall promptly (and in any event within 30 business days of Distributor’s written notice for Standard Products) purchase all or such portion of Distributors then-existing Inventory of Products procured or allocated in reliance on Customers Sales Order; and (b) all such Inventory shall be delivered to Customer FOB Distributors facility, with risk of loss passing to Customer upon transfer to the carrier, and with freight at Customer’s expense.
11.4 Survival. The provisions of this Section 11, and Customers obligations hereunder, shall survive any termination or expiration of the applicable Sales Order and the Agreement.
12. Warranties and Disclaimers
12.1 Distributors Limited Warranty; Pass-Through of Manufacturer Warranties. Distributor does not manufacture the Products. To the extent permitted by the applicable manufacturer, Distributor shall pass through to Customer any manufacturer’s warranty applicable to the Products, and, upon Customers reasonable request, shall exercise commercially reasonable efforts to assist Customer in making warranty claims directly with the manufacturer.
12.2 Conformity to Specifications. Distributor warrants solely to Customer that, at the time of shipment, the Products sold under the Agreement shall substantially conform to the manufacturers then-current specifications for such Products, as provided or made available by Distributor or the manufacturer to Customer.
12.3 Exclusions. The limited warranty in Section 12.2 does not apply to: (a) Products that have been mishandled, misused, neglected, improperly stored, improperly installed, altered, modified, or repaired by any person other than Distributor or the manufacturer; (b) Products used for purposes or in a manner not in accordance with the manufacturer’s instructions, labeling, or applicable regulatory approvals; (c) defects or nonconformities resulting from normal wear and tear, accident, or external causes; or (d) any sample or promotional Products provided free of charge or designated “as is.”
12.4 Customers Exclusive Warranty Remedy. Customers exclusive remedy for breach of the warranty in Section 12.2 shall be, at Distributors option and subject to the manufacturers policies: (a) replacement of the nonconforming Products, or (b) credit of the purchase price paid for such nonconforming Products. Any claim for breach of warranty must be made within the warranty period specified by the manufacturer or, if no such period is specified, within 30 Days from the date of shipment.
12.5 Disclaimer of Other Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12, DISTRIBUTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR ANY SERVICES PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13. Limitation of Liability
13.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS, WHETHER BASED ON WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISTRIBUTORS AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR SALES ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO DISTRIBUTOR UNDER SUCH SALES ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exceptions. The limitations in this Section 13 shall not apply to: (a) Customers payment obligations hereunder; (b) Customers obligations under Section 11; (c) either Party’s indemnification obligations, if any, expressly set forth in an applicable Sales Order; or (d) damages arising from a Party’s gross negligence or willful misconduct, to the extent such exclusions or limitations are not enforceable under applicable law.
13.4 Claims Period. No action or claim arising out of or relating to the Agreement or the Products may be brought by either Party more than 1 year after the cause of action accrues, except for actions to recover undisputed amounts due under invoices.
14. Term and Termination
14.1 Term of Sales Orders. The Term of each Sales Order shall be as specified therein. These Terms shall remain in effect for so long as any Sales Order incorporating these Terms is in effect.
14.2 Termination for Force Majeure. If a Party is unable to perform a material obligation (other than payment obligations) under a Sales Order for a continuous period of more than 30 days due to a Force Majeure Event, either Party may, upon written notice to the other Party, terminate the affected Sales Order with respect to the affected Products, without liability (except for payment of amounts accrued and due prior to the effective date of termination and subject to Inventory and cancellation compensation rights.
14.3 Termination for Breach. Either Party may terminate a Sales Order (in whole or in part) upon written notice to the other Party if such other Party: (a) materially breaches any provision of the Agreement, including without limitation Customers failure to meet its Monthly Commitments or aggregate minimum purchase obligations or Customers failure to timely pay undisputed amounts due, and fails to cure such breach within 90 days (or such longer period as may be reasonably necessary if the breach is not reasonably curable within 180 days and the breaching Party commences and diligently pursues such cure) after receiving written notice of the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, is the subject of any bankruptcy or insolvency proceeding that is not dismissed within 60 days, or ceases to conduct business in the ordinary course.
14.4 Termination for Regulatory or Safety Reasons. Distributor may terminate any Sales Order, in whole or in part, upon written notice to Customer, if: (a) a regulatory authority issues a recall, withdrawal, or prohibition order for the relevant Products; (b) Distributors or the manufacturers license to distribute or sell the Products is suspended or revoked; or (c) Distributor reasonably determines, in consultation with the manufacturer, that continued sale of the Products presents an unreasonable risk to patient safety or is otherwise noncompliant with applicable law.
14.5 Effect of Termination. Upon any expiration or termination of a Sales Order, for any reason and by either Party: (a) Customer shall remain obligated to pay for all Products delivered prior to the effective date of termination; (b) Customer shall remain obligated to compensate Distributor relating to any Inventory, cancellation, or Force Majeure-related allocations; and (c) all rights and licenses granted (if any) shall terminate, except as expressly stated to survive.
15. Force Majeure
15.1 Definition. A Force Majeure Event means any event or circumstance beyond the reasonable control of the affected Party, whether or not foreseeable, which prevents or materially delays such Partys performance of its obligations under the Agreement (other than payment obligations), including but not limited to acts of God; natural disasters; pandemics and epidemics; war, terrorism, civil unrest, or sabotage; strikes, labor disputes, or work stoppages (other than those solely involving such Partys own workforce); government orders or regulations; embargoes or export/import restrictions; interruption or failure of utility services; fire, explosion, or flood; and failure of suppliers or manufacturers to supply Products to Distributor despite commercially reasonable efforts.
15.2 Notice and Mitigation. The affected Party shall promptly notify the other Party in writing of the event or circumstance constituting the Force Majeure Event, describing the nature of the event, its anticipated duration, and the obligations affected. The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as reasonably practicable.
15.3 Suspension of Performance. During the continuance of a Force Majeure Event, the affected Partys obligations under the Agreement (other than the obligation to make payments when due) shall be suspended to the extent and for the duration that such obligations are actually prevented or materially delayed by the Force Majeure Event.
15.4 Allocation of Supply. In the case of a Force Majeure Event affecting Distributors supply of Products, Distributor may allocate its available supply among its customers and for its own internal use in any manner it deems equitable and commercially reasonable.
15.5 Force Majeure and Inventory; Compensation. To the extent that Distributor has already procured or committed to procure Inventory for Customer prior to the occurrence of a Force Majeure Event, the Parties shall cooperate in good faith to determine an equitable allocation of the costs and risks associated with such Inventory, taking into account: (a) Distributors ability to return or repurpose such Inventory; (b) Customers ability to accept delayed delivery upon resumption of supply; and (c) any applicable cancellation or inventory buy-back provisions in Section 11. If the Force Majeure Event continues for a prolonged period and results in termination under Section 14, the Parties shall make an equitable adjustment consistent with Section 11 to ensure that Distributor is reasonably compensated for unrecoverable Inventory committed specifically for Customer.
16. Governing Law; Dispute Resolution
16.1 Governing Law. The Agreement, and any dispute, controversy, or claim arising out of or relating to the Agreement or the Products, shall be governed by and construed in accordance with the laws of California, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement or any transactions contemplated hereby.
16.2 Venue and Jurisdiction. Subject to any mandatory arbitration clause expressly agreed to in a Sales Order, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the venue specified in the applicable Sales Order, for any action or proceeding arising out of or relating to the Agreement. Each Party waives any objection based on improper venue or forum non conveniens.
16.3 Judicial Reference. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, SHALL BE DETERMINED BY A GENERAL JUDICIAL REFERENCE PURSUANT TO THE PROVISIONS OF CAL CODE CIV PROC § 638 ET SEQ. THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE WHO SHALL BE A RETIRED JUDGE OR JUSTICE OF THE CALIFORNIA STATE OR FEDERAL COURTS, WITH EXPERIENCE IN REAL ESTATE MATTERS. IF THE PARTIES CANNOT AGREE UPON A REFEREE WITHIN FIFTEEN (15) DAYS OF A WRITTEN REQUEST TO DO SO BY ANY PARTY, THEN ANY PARTY MAY REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CAL CODE CIV PROC § 640. THE REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES OF FACT AND LAW AND REPORT A STATEMENT OF DECISION THEREON, AND TO ISSUE ALL LEGAL AND EQUITABLE RELIEF APPROPRIATE UNDER THE CIRCUMSTANCES BEFORE THE REFEREE. THE REFERENCE PROCEEDINGS SHALL BE CONDUCTED IN LOS ANGELES COUNTY, CALIFORNIA, OR AT SUCH OTHER LOCATION AS MUTUALLY AGREED BY THE PARTIES. THE PROCEEDINGS BEFORE THE REFEREE SHALL BE CONDUCTED IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS IN CALIFORNIA COURTS, AND THE REFEREE SHALL APPLY CALIFORNIA SUBSTANTIVE LAW IN DETERMINING THE MATTER. THE COST OF THE REFERENCE PROCEEDINGS, INCLUDING THE REFEREE'S FEES, SHALL BE BORNE EQUALLY BY THE PARTIES INITIALLY, WITH THE PREVAILING PARTY ULTIMATELY ENTITLED TO RECOVER ITS SHARE OF THESE COSTS, IN ADDITION TO REASONABLE ATTORNEYS' FEES AND COSTS, FROM THE NON-PREVAILING PARTY AS DETERMINED BY THE REFEREE. THE REFEREE SHALL DETERMINE WHICH PARTY, IF ANY, IS THE PREVAILING PARTY AND SHALL INCLUDE SUCH DETERMINATION IN THE STATEMENT OF DECISION. THE REFEREE'S STATEMENT OF DECISION SHALL BE SUBMITTED TO THE COURT FOR ENTRY AS THE COURT'S JUDGMENT OR DECREE. THE JUDGMENT OR DECREE ENTERED BY THE COURT SHALL BE FULLY APPEALABLE AS PROVIDED BY LAW. BY AGREEING TO THIS JUDICIAL REFERENCE PROVISION, THE PARTIES ACKNOWLEDGE THAT THEY ARE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVING ANY RIGHT TO TRIAL BY JURY THAT THEY MAY HAVE HAD. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) BY INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOOSING AND THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. IF ANY PROVISION OF THIS GENERAL JUDICIAL REFERENCE SECTION IS DETERMINED TO BE INVALID OR UNENFORCEABLE, THE REMAINDER SHALL BE GIVEN FULL FORCE AND EFFECT TO THE FULLEST EXTENT PERMITTED BY LAW.
16.4 Injunctive Relief. Notwithstanding any agreement to arbitrate that may be set forth in a Sales Order, either Party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction with respect to any actual or threatened breach of its intellectual property rights, confidentiality obligations, or non-cancellation and minimum purchase obligations hereunder, without the necessity of posting bond (or with posting of a nominal bond if required by law).
16.5 Attorneys Fees. In any action or proceeding arising out of or relating to the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs (including expert witness fees and costs of appeal) from the non-prevailing Party, in addition to any other relief to which it may be entitled.
17. Miscellaneous
17.1 Independent Contractors. The Parties are independent contractors. Nothing in the Agreement shall be construed as creating any partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has any authority to bind the other Party or incur obligations on its behalf without the other Partys prior written consent.
17.2 Assignment. Customer shall not assign, delegate, or otherwise transfer the Agreement or any Sales Order, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without Distributors prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment in violation of this Section shall be null and void. Distributor may assign its rights and obligations under the Agreement, in whole or in part, to any Affiliate or to any successor or purchaser of all or substantially all of its assets or business relating to the Products, upon written notice to Customer. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
17.3 Notices. All notices, requests, consents, approvals, waivers, and other communications required or permitted under the Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed electronic mail to the email address designated for notices in the applicable Sales Order (provided that a copy is sent by another method described in this Section); (c) one Business Day after being sent by a nationally recognized overnight courier; or (d) three Business Days after being mailed by certified or registered mail, return receipt requested, postage prepaid; in each case addressed to the Party at the address specified in the applicable Sales Order or to such other address as such Party may designate by written notice in accordance with this Section.
17.4 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or remedy. Any waiver of any provision of the Agreement shall be effective only if in writing and signed by the Party against whom the waiver is asserted, and only in the specific instance and for the specific purpose for which given.
17.5 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving, to the maximum extent possible, the intent of the Parties, and the remaining provisions of the Agreement shall remain in full force and effect.
17.6 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, relating to such subject matter. No terms or conditions contained in any purchase order, order acknowledgement, confirmation, invoice, or other document of either Party, other than a Sales Order or a written amendment expressly referencing these Terms, shall modify or supplement the terms of the Agreement.
17.7 Amendments. The Agreement may not be amended, modified, or supplemented except by a written instrument signed by duly authorized representatives of both Parties that expressly states that it is amending the Agreement or the applicable Sales Order.
17.8 Headings; Construction. The headings in these Terms and in each Sales Order are for convenience of reference only and shall not affect the interpretation of the Agreement. The words include, includes, and including shall be deemed to be followed by the phrase without limitation. The Parties have participated jointly in the negotiation and drafting of the Agreement, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of the Agreement.
17.9 Counterparts; Electronic Signatures. Each Sales Order and any amendments to the Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including by facsimile or in portable document format) shall be deemed original signatures for all purposes.
17.10 Order of Precedence and Business-Specific Schedules. Without limiting Section 2.2, certain business-specific or product-specific terms, including detailed pricing, packaging, logistics requirements, quality and regulatory requirements, or service level commitments, may be set forth in schedules or exhibits to a Sales Order. Such schedules or exhibits shall be incorporated into and form part of the Sales Order. In the event of any inconsistency between such schedules or exhibits and the body of the Sales Order, the terms of the body of the Sales Order shall prevail, except where such schedules or exhibits expressly state that they are intended to supersede particular provisions.
17.11 Further Assurances. Each Party shall, upon the reasonable request of the other Party and at such other Partys expense, execute and deliver such additional documents and take such further actions as may be necessary to give full effect to the Agreement and to consummate the transactions contemplated thereby, including, without limitation, documents necessary to perfect Distributors security interest in Products under applicable law. Incorporation into Sales Orders. By executing a Sales Order that expressly references these Terms and Conditions for Sales Orders, Customer agrees that these Terms are incorporated by reference into such Sales Order and shall govern all purchases and sales of Products thereunder, subject to any express variations or supplements set forth in such Sales Order and agreed in writing by both Parties.