User Registration

These Standard Terms and Conditions of Sale (the “Terms”) shall apply to all sales and contracts for the sale of goods and/or services (collectively referred to as “Products”) by and between the legal entity (“Seller”) making the sale as identified on a customer’s purchase order or Seller’s purchase order acknowledgement (the “Acknowledgement”) and the legal entity making the purchase (“Buyer”) as identified on either of the foregoing documents. 

ACCEPTANCE 

Buyer’s acknowledgement, commencement of performance or any other conduct by which Buyer recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Buyer of these Terms. Additional or different terms provided in Buyer’s acceptance of Seller’s offer which vary in any degree from any of the Terms shall be deemed material and are hereby objected to by Seller without further need of objection.  Any such proposed terms shall be void, of no effect and not in any circumstances binding upon Seller.  These Terms together with information contained in Seller's Acknowledgment and/or invoice shall constitute the entire agreement and understanding of Seller and Buyer with respect to the purchase and sale of Products, superseding all prior oral or written understandings relating thereto. Seller may at any time, by written notice to Buyer, make changes, including but not limited to drawings designs, processes, specifications, mode of shipment, packing, time and/or place for delivery, quantity, acceleration, sequencing, or the general scope of work for the Products specified in the Acknowledgement and to direct temporary suspension or resumption of the scheduled shipments.  If any such change causes a material increase or decrease in the cost to Buyer or the time required for performance, then an equitable adjustment shall be made in the price or delivery schedule or both and the Acknowledgement shall be modified accordingly.  

TERMS OF PAYMENT 

Unless otherwise stated on Seller's Acknowledgment and/or invoice, Buyer shall pay all amounts due for Products purchased from Seller in U.S. Dollars within thirty (30) days from the date of Seller's invoice. Notwithstanding the foregoing, in the event Seller deems in its sole discretion Buyer's financial status unsatisfactory or Buyer is in default of any obligation to Seller, Seller (without prejudice to any other rights or remedies it may have) may require payment in full in cash of all amounts payable to Seller prior to shipment of any Products thereunder. Buyer shall pay an additional interest and service charge in the amount indicated on Seller's then current applicable price list or, if none is so indicated, in an amount equal to one and one-half percent (1.5%) of the unpaid balance per month (or portion thereof), or if less, at the highest interest rate permitted by applicable law, accruing from the applicable due date. Buyer shall not withhold or set off from any amounts due to Seller, any amounts claimed to be owed by Seller to Buyer for any reason whatsoever and, if any withholding is required by law, then Buyer shall increase the amount to be paid to Seller so that it receives the same net amount after such withholding.  Each shipment shall be separately invoiced and paid for when due without regard to other shipments and no set offs or claims shall be made relating to any other shipments. 

PRICES  

Unless otherwise expressly indicated in writing by Seller, prices for standard or quick-ship Products are as noted on Seller's price list as in effect on date of shipment. Prices for custom and/or special stock Products will be quoted upon request. All prices are based on quantity indicated and, unless otherwise indicated on Seller's Acknowledgment and/or invoice, are EX-WORKS (EXW) the location of Seller's facility from which Products are shipped. Unless otherwise expressly indicated on Flexcon’s Acknowledgment and/or invoice, Buyer shall pay, and be exclusively liable for, all costs of shipping, delivery, handling, accessorial charges, insurance, and the like after Flexcon has made delivery of the Products available to Buyer’s carrier. If Buyer or Buyer’s carrier does not pick up the order within 72 hours or 3 business days of Flexcon notifying Buyer or Buyer’s carrier, the order shall automatically convert, without further notice or action on the part of Flexcon, to pre-paid & billed whereby Flexcon will organize the shipping/handling of Buyer’s order and charge Buyer all costs of shipping, delivery, handling, accessorial charges, insurance, and the like. Any and all dies, tools or other equipment used to produce Products shall remain Flexcon’s exclusive property, notwithstanding any charges relating to such dies, tools and other equipment reflected in Flexcon’s invoice. Prices are subject to change without notice, unless expressly designated as firm for a specific period in Seller’s Acknowledgement. 

TAXES 

Prices do not include any tax or other governmental charge or assessment on the sale, shipment, production or use of any Products sold to Buyers. Such taxes and charges, when applicable, may appear as separate additional charges on Seller's invoice. Buyer shall be solely responsible for, and shall pay to Seller upon demand, any such tax, charge or assessment, unless Buyer has furnished to Seller an appropriate valid certificate of exemption issued by or acceptable to the tax authority in question.  If taxes are in the form of withholding, Buyer shall pay an amount to Seller equal to the invoice price increased for any such withholding so that Seller receives the same net amount after such withholding.  If Seller has the obligation to comply with EU VAT Quick Fixes regulations (Council Directive (EU) 2018/1910, Council Implementing Regulation (EU) 2018/1912 and Council Regulation (EU) 2018/1909), for the correct application of the 0% VAT for intra-Community supplies to Buyer, Seller kindly requests Buyer to cooperate with support documents in order to justify the intra-Community supply upon request. 

QUANTITIES 

Unless otherwise indicated on Seller's Acknowledgment and/or invoice, Seller reserves the right to ship and invoice plus or minus ten percent (10%) of the total quantity of each Product ordered by Buyer. 

Ownership 

Buyer acknowledges the exclusive ownership, right, title and interest in and to all of the trademarks, as well as all other patents, copyrights and intellectual property (in each case whether or not registered) owned or held by Seller with respect to the Products.  Nothing herein is intended to transfer any ownership, rights, title or interest in the intellectual properties of Seller to Buyer or to grant to Buyer any license or right to use such intellectual properties. 

BUYER'S MATERIALS 

Buyer represents and warrants that any and all materials, other products or items furnished by or on behalf of Buyer (“Buyer Materials”) to Seller for use in connection with production of Seller's Products will be Buyer's exclusive property, free and clear of all liens, claims and encumbrances whatsoever. Unless otherwise indicated on Seller's Acknowledgment and/or invoice, Buyer shall bear all costs of delivering such Buyer Materials to Seller's production facility. Seller shall only be liable for loss, destruction, or damage to any such Buyer Materials while in Seller's possession to the extent (but only to the extent) caused solely by Seller's gross negligence, and provided that any such liability shall be subject to the terms and conditions contained herein, including, without limitation, all disclaimers and limitations of liability. In addition, Buyer acknowledges that waste in processing Buyer Materials of up to 10% is customary and Seller shall not be liable therefor. 

DELIVERY 

Seller shall make reasonable efforts to effect shipment on or before the scheduled shipping date(s) reflected on Seller's acknowledgment and/or invoice, but such schedule may vary due to, among other things, Seller’s assessment of priority or conditions beyond Seller's reasonable control, including, but not limited to Seller's receipt of all Buyer Materials. If no shipping date is specified, shipment will be made on date(s) selected by Seller in its sole discretion. In no event shall Seller be liable for any damages or penalties for delay in delivery or for failure to give notice of delay. Delivery may be made in advance of any scheduled delivery date upon reasonable prior notice to Buyer. In the event a delay in delivery shall continue for more than two weeks then at Seller's option the order will be deemed cancelled without liability to Seller. 

PACKING AND SHIPMENT 

Unless a preferred packing method is expressly noted on Seller's Acknowledgment and/or invoice, all Products will be packed for shipment in accordance with Seller's standard practices. Unless otherwise specified on Seller's Acknowledgment and/or invoice, Seller will package and ship by the most appropriate method, but by doing so does not assume any liability in connection with the packaging or shipment. Any and all claims by Buyer for damage or loss of Products in transit shall be made by Buyer solely against the carrier. If requested by Buyer, transportation charges and insurance will be prepaid and will be added to the invoice as a separate item. 

TITLE 

The Seller reserves title over all goods until payment is received in full of the purchase price including any ancillary claims. The Buyer must treat the goods with care and at no cost, and in particular to store and keep them safe in accordance with the Seller’s specifications. The Buyer is obliged to notify the Seller immediately of any seizure or other access by third parties to the goods and of any damage to or destruction of the goods. The Seller must also be notified if the goods change hands or if the Buyer changes his business location. In cases of infringement against the above provisions, the Seller may withdraw from the contract and to demand the return of the goods covered. The Buyer may resell the goods in the ordinary course of business. The Buyer hereby assigns to the Seller all claims arising to him from the reselling or other dispositions. The Seller expressly accepts the assignment. Following assignment, the Buyer is revocably entitled to collect the assigned claims. The assignment may be revoked solely where the Buyer does not properly meet his payment obligations or falls into arrears. In the event of a revocation, the Seller reserves the right to collect the claim himself. Any reworking or processing of the goods by the Buyer shall always be in the name and on behalf of the Seller. If the goods are processed together with objects that are not the property of the Seller, the Seller shall obtain co-ownership in the resultant goods to those processed goods in proportion to the value of the goods supplied by him. The same shall apply if the goods are mixed with other goods that are not the Seller’s property. 

RISK OF LOSS 

All risk of loss of or damage to such Products shall pass to Buyer upon Seller's delivery of such Products at the Seller facility. Any and all claims by Buyer for damage, loss or delays in transit shall be made by Buyer solely against the carrier (with notice thereof to Seller), and Seller shall have no responsibility or obligations with respect to any such damage, loss or delay. 

INSPECTION BY BUYER 

Buyer shall carefully inspect all deliveries of Products as they are received by Buyer and report to Seller promptly (but in any event within five (5) calendar days after receipt of shipment) any alleged error, shortage, defect or nonconformity of such Products. Any failure by Buyer to so inspect and report shall constitute a waiver by Buyer of any claim or right of Buyer against Seller arising with respect to any such error, shortage, defect, or nonconformity, and Buyer shall be deemed to have accepted the Products. 

CANCELLATION 

Cancellation by Buyer of any purchase order accepted by Seller cannot be effected except on terms which are acceptable to Seller in its sole discretion and where Buyer agrees to indemnify Seller from any and all loss, damage, cost, or expense caused by said cancellation, including, without limitation, payment of (a) the full price of any custom or special stock Products or (b) a restocking fee equal to twenty-five percent (25%) of the full price of any standard or quick-ship Products, such “full price” being the price set forth on the applicable Acknowledgement.  Seller reserves the right to discontinue any Products at any time for any reason and reserves the right to cancel any accepted but unexecuted purchase order for any such discontinued Products. 

RETURNS 

Authorization to return Products purchased from Seller must be obtained from Seller prior to any such return. In Seller's sole discretion, credit may be granted with respect to returned Products, less an appropriate restocking charge, depending on the reason for the return and the condition of the Product. Any returned Products must be shipped to Seller, freight prepaid, at Buyer's sole expense and risk. 

PRODUCT RECALLS 

Disclaimer of Liability 

Seller shall not be liable for any costs, expenses, or damages arising from or related to any recall of the Products, including but not limited to recalls of Buyer products into which the Product has been incorporated (collectively a “Recall”). Buyer acknowledges and agrees that Seller makes no warranties or representations regarding the safety or compliance of the Products with any applicable laws or regulations, and the Buyer assumes all responsibility for ensuring such compliance. 

Indemnity 

Buyer shall indemnify, defend, and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with a Recall initiated by Buyer, Buyer’s customer, or any governmental entity. This indemnity shall apply regardless of whether the Recall is voluntary or mandated by any governmental authority and shall include, without limitation, any claims related to the design, manufacture, sale, or distribution of the Products. 

LIMITED WARRANTY OR DISCLAIMER OF WARRANTY FOR EXPERIMENTAL PRODUCTS 

It is the sole and exclusive responsibility of Buyer to determine the suitability of any and all Products of Seller for Buyer's intended purposes and uses, with Buyer agreeing that any information or other communication from Seller as to suitability is merely advisory and not to be relied upon in making said determination.  If the Products are “experimental” as hereinafter defined, then Buyer acknowledges that such Products are sold on as “as is, where is” basis and Seller disclaims any and all representations and warranties with respect to any such experimental Products.  Buyer agrees that the Products are experimental (a) if the Acknowledgement, invoice, or the Product identifies them as “experimental,” (b) the Product nomenclature contains a material component using an “EX”, “DE”, or “FE” or (c) the Products are or should be understood to be experimental based on other communications with Seller.  If the Products are non-experimental, Seller warrants that upon shipment the Products sold: (i) conform to any specification that is expressly identified in writing as a limited warranty for such Product and signed by a duly authorized representative of Seller (subject to standard tolerances for variations); and (ii) are free from defects in materials and workmanship, provided that, Seller shall not have any liability whatsoever for any damage to or defect in Products or other failure to meet the above limited warranty resulting directly or indirectly from (A) events occurring after the delivery of such Products to carrier by Seller, (B) Buyer’s Materials, (C) Buyer’s failure to properly handle and store the Products in accordance with Seller’s storage requirements, (D) use of the Products in combination with other products or processes not furnished or specified by Seller, (E) additions, enhancements or modifications to the Products by someone other than Seller or not in accordance with Seller’s instructions, (F) Buyer’s misuse of the Products, or (G) the negligence or willful misconduct of Buyer. Liability of Seller under or in connection with the sale of its Products shall be limited to, at the sole option of Seller, either refund of the purchase price of, or replacement of, any Product (I) with respect to which Buyer notifies Seller of Buyer's claim of any alleged defect or nonconformity in the Products promptly after delivery (and in any event within thirty (30) calendar days after receipt by Buyer) of the Products, (II) which is returned to Seller promptly upon request and (III) which is determined by Seller in its sole discretion to be defective or nonconforming.  The foregoing is Buyer’s sole and exclusive remedy for breach of the limited warranty set forth above by Seller.   

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO PRODUCTS SOLD OR PROVIDED BY SELLER. SELLER GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THAT EXPRESSLY SET FORTH HEREIN. NO REPRESENTATIVE OF SELLER IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THESE TERMS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF SELLER WHICH MAKES SPECIFIC REFERENCE TO THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTY OF MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, NO IMPLIED WARRANTY OF TITLE OR NONINFRINGEMENT AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY SELLER OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION OF PRODUCTS BY SELLER, OR BUYER'S USE OF ANY PRODUCTS, OR SELLER'S AND/OR BUYER'S CONDUCT IN RELATION THERETO OR TO EACH OTHER, AND IN NO EVENT SHALL SELLER HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER UNDER OR IN CONNECTION WITH ANY SUCH WARRANTY WITH RESPECT TO ANY PRODUCTS. SELLER ALSO SPECIFICALLY DISCLAIMS ANY COMPLIANCE WITH ANY RECORD RETENTION OR NOTIFICATION STANDARDS OR MANDATES. 

Unless specifically agreed to in writing by a duly authorized representative of Seller, Seller’s Products have not been tested or otherwise certified by Seller as fit for use, and are not meant to be foolproof or fault-tolerant, in applications  (e.g., nuclear, aerospace, mobile vehicles, medical devices or equipment, weapons systems) in which the failure of the Products could lead directly or indirectly to death, personal injury, or severe physical or environmental damage (“High Risk Applications”). Accordingly, Seller specifically disclaims any express or implied warranty, including, without limitation, any warranty of merchantability or fitness for particular purpose for High Risk Applications. Buyer agrees that Seller will not be liable for any claims or damages arising from the use of the Products in any High Risk Applications and Buyer shall indemnify Seller from any third party claims arising out of or related to Seller’s Products being incorporated into any High Risk Applications. 

OTHER DISCLAIMERS 

Unless specifically agreed to in writing by a duly authorized representative of Seller, Seller disclaims compliance with any Federal Acquisition Regulations or Federal Drug Administration regulations with respect to the sale of the Products. Seller also specifically disclaims any compliance with any record retention or notification standards or mandates.  

LIMITATION ON SELLER'S LIABILITY 

Buyer acknowledges that no guarantees or assurances have been made as to the results that may be obtained from the use of the Products sold whether used singly or in combination with other materials, items or products. Buyer acknowledges that no guarantees or assurances have been made as to the method by which Products are manufactured, or any follow-on obligations such as record retention or notice requirements. Buyer acknowledges that it does not rely on, and waives any claim relating to, any recommendation or instruction given to Buyer by Seller or any of its representatives regarding the specifications, storage, handling or use of Products purchased and sold by Seller, which recommendation or instruction shall be followed or acted upon by Buyer entirely at Buyer's own risk. 

SELLER'S LIABILITY, AND BUYER'S EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF PRODUCTS SOLD HEREUNDER (WHETHER BASED ON CONTRACT, TORT, STRICT LIABILTIY, NEGLIGENCE, BREACH OF WARRANTY OR OTHERWISE), SHALL BE STRICTLY LIMITED TO SELLER'S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THE LIMITED WARRANTY SET FORTH IN THESE TERMS. EXCEPT AS SPECIFICALLY PROVIDED IN SUCH LIMITED WARRANTY, SELLER SHALL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND, IN ANY WAY OR TO ANY EXTENT FOR ANY LOSSES, EXPENSES, COSTS, DAMAGES OR LIABILITIES FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS (OR THE PERFORMANCE THEREOF), OR ARISING IN ANY WAY OR IN CONNECTION WITH THE PURCHASE BY OR USE OR SALE OF THE PRODUCTS BY BUYER, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WHATSOEVER SHALL SELLER HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS OR THEIR SALE OR USE, INCLUDING BUT NOT LIMITED TO DAMAGE TO PROPERTY, INJURY TO PERSONS, LOSS OF USE OF THE PRODUCTS OR ANY ITEM WITH WHICH SUCH PRODUCTS ARE USED, LOST PROFITS, OR DELAYS OR INCONVENIENCE. NOTWITHSTANDING ALL OF THE FOREGOING, IF SELLER SHALL BE FOUND LIABLE TO BUYER IN CONNECTION WITH THE SALE OR USE OF PRODUCTS SOLD HEREUNDER, HOWSOEVER BASED, IN NO EVENT WHATSOEVER SHALL SELLER HAVE ANY LIABILITY TO BUYER, ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS SOLD HEREUNDER, THE TRANSACTIONS CONTEMPLATED HEREBY, OR SELLER'S OR BUYER'S CONDUCT OR ACTIONS IN RELATION TO ANY OF THE SAME OR TO EACH OTHER, IN AN AMOUNT IN EXCESS OF, AND SELLER'S LIABILITY SHALL BE STRICTLY LIMITED TO, FIFTY PERCENT (50%) OF THE AMOUNT(S) ACTUALLY RECEIVED BY SELLER FROM BUYER AS PURCHASE PRICE FOR THE PRODUCTS WHICH GIVE RISE TO SELLER'S LIABILITY. 

INDEMNIFICATION 

Buyer agrees to indemnify, hold harmless and defend Seller (and its employees, subsidiaries, affiliates, successors and agents) from and against any and all judgments, liabilities, damages, losses, expenses and costs (including, but not limited to, court costs and attorneys' fees) incurred or suffered by Seller, which relate to or arise out of (a) Buyer's use, handling, installation, removal, sale or distribution of the Products; (b) Buyer's breach of any representation, warranty or obligation set forth in these Terms; (c) the infringement or violation of any third party's intellectual property or other rights arising out of or in connection with Seller's use of Buyer Materials or specifications provided to Seller by Buyer; and/or (d) any negligence or intentional misconduct by Buyer (or its employees, agents or representatives). 

WAIVER 

Seller shall not be deemed to have waived any provision hereof, or any breach by Buyer of any provision hereof, unless such waiver is specifically set forth in writing and executed by an authorized representative of Seller. No waiver by Seller of any provision hereof or any breach by Buyer of these Terms shall constitute a waiver of such provision on any other occasion or a waiver of any other breach by Buyer. Buyer acknowledges and agrees that an alleged waiver of any provision hereof purported to arise from Seller’s receipt of payment or acceptance of Buyer’s purchase order is not valid or enforceable.  

FORCE MAJEURE 

In no event shall Seller have any liability to Buyer for any delayed performance or nonperformance by Seller which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of Seller. Such causes shall include (but shall not be limited to) acts of God, wars, riots, civil disturbances, pandemics, disease, strikes, labor disputes, fires, storms, floods, earthquakes, natural disasters, inability to obtain or use raw or component material or parts, labor, equipment, facilities, or transportation, inability for technical reasons to produce any Products or to produce any Products with any consistency and acts of any government or agency thereof. Buyer's order will be deemed suspended for so long as any such cause prevents or delays Seller's performance. In the event of any such suspension, Seller shall have the right, at its option, upon notice to Buyer, (a) to terminate its obligation to sell any or all of the Products ordered from Seller or (b) to resume performance as soon as practicable after the suspension, and reschedule delivery of the Products ordered to one or more deferred dates to be mutually agreed upon by Buyer and Seller, subject to Buyer's payment of any additional charge for any increase in Seller's direct or indirect costs occasioned by the suspension of its performance. Seller may, during any period of shortage or restrained capacity due to any of said causes, allocate its capacity and supply of such raw materials among its various uses thereof (e.g., manufacturing and sales) in such manner as Seller deems practicable and allocate its supply of such products among such various users thereof in any manner which Seller deems fair and reasonable. 

GOVERNING LAW 

These Terms and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the state in which the Seller is incorporated or formed (the “State of Incorporation”) without regard to its conflicts of law rules that might direct the application of the laws of any other jurisdiction. Any and all disputes arising under or in connection with purchase and sale of the Products, including, without limitation, Buyer’s purchase order, the Acknowledgement, invoice or Terms shall be resolved exclusively in the state or federal courts of the State of Incorporation and Buyer expressly agrees not to challenge the jurisdiction or venue of such courts on any grounds and agrees to accept service of process by mail at the address indicated for Buyer in the Acknowledgement. Buyer and Seller agree that The United Nations Convention on Contracts for the International Sale of Goods (1980) is expressly and entirely excluded from the choice of applicable law and will not apply to the purchase and sale of the Products, including, without limitation, Buyer’s purchase order, the Acknowledgement, invoice or Terms. 

In the event that any party institutes any legal suit, action or proceeding against the other party in connection with purchase and sale of the Products, including, without limitation, Buyer’s purchase order, the Acknowledgement, invoice or Terms, the substantially prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.  For purposes of this Agreement, “substantially prevailing party” means the party that prevails (whether affirmatively or by means of a successful defense) with respect to claims having the greatest value or importance as reasonably determined by the court. 

SEVERABILITY 

The invalidity or unenforceability, in whole or in part, of any provision, term or condition hereof shall not affect the validity and enforceability of the remainder of such provision, term or condition or of any other provision, term, or condition, and, to the extent possible, such invalid or unenforceable provision shall be replaced by a provision most nearly reflecting the fundamental objectives of the original provision. 

AMENDMENTS 

These Terms may not be amended except by written agreement signed by a duly authorized representative of Seller and Buyer expressly referring hereto. 

ASSIGNMENT 

Buyer's rights and obligations set forth in these Terms may not be assigned or otherwise transferred without Seller's express prior written consent. 

Notices 

All communications under these Terms shall be in writing or by confirmed email, and shall be deemed to have been duly given (a) upon personal delivery, (b) upon deposit in the mail if mailed by certified mail, return receipt requested, postage prepaid, (c) upon deposit with a recognized courier with next-day delivery instructions, or (d) upon confirmation of transmission, if sent by confirmed email, to the address set forth in the Acknowledgement or such other address as either party may specify by notice sent in accordance with this Section. 

Relationship of the Parties 

Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party or create a joint venture or partnership for any purpose.  There are no third-party beneficiaries to any contract formed between the parties to which these Terms apply.