General Terms and Conditions Of Sale and Delivery
These General Terms and Conditions of Sale and Delivery (these “Terms”) apply to all U.S. customers (collectively, “Customers” and each, individually, a “Customer”) of OneSource-Plus, Inc., a Wyoming corporation having an address at 7950 NW 53rd St., Miami, Florida 33166 (“Company”).
2. Prices:
2.1.Unless otherwise specified in the applicable quotation or order acknowledgment, prices are based on EXW Company’s facility or FOB Shipping Point, as applicable, and exclude packaging, freight, insurance, taxes, duties, and other charges.
2.2.Prices of the Products will be governed by Company's current prices in effect from time to time or by special price quotes made to Customer in writing. A price list is available on request.
2.3.Prices quoted in a currency other than United States Dollars are based on the official exchange rate on the date of the quote. Prices will be invoiced on the basis of the currency exchange rate in effect on the date of confirmation of any Order.
2.4.Company may, upon notice to Customer, adjust prices prior to shipment or performance to reflect increases in tariffs, duties, levies, freight, importation costs, supplier prices or surcharges, commodity or raw material costs, energy costs, currency exchange fluctuations, taxes, or other cost drivers affecting the Products, their manufacture, procurement, transportation, delivery, export, import, or use, excluding taxes payable by Company with respect to its net income.
2.5. All quotations are non-binding and subject to change or withdrawal at any time prior to Company’s written acceptance. Unless otherwise stated, quotations shall expire thirty (30) days from issuance.
2.6.Company may impose reasonable minimum order values, packaging charges, handling fees, reel or container deposits, documentation fees, and other administrative charges associated with the supply of the Products.
2.7.Manifest clerical, typographical, pricing, or computational errors in quotations, acknowledgments, invoices, or other documents shall not be binding and may be corrected by Company.
3.Terms of Payment:
3.1.Unless otherwise agreed, payment shall be due thirty (30) days from the date of the invoice, which may be issued upon delivery, tender, transfer to the carrier, loading onto the means of transport, or other availability of the Products in accordance with these Terms.
3.1.Company may without notice change or withdraw extensions of credit at any time. If Company ceases to extend credit terms before shipment, Customer may cancel the affected Order as its sole remedy. If Customer does not receive notice before shipment, Customer may reject the affected Products immediately upon delivery as its sole remedy with respect to such credit change. Company may further require guarantees, letters of credit, deposits, or other security as a condition of continuing performance. Company shall further be entitled to reclaim Products to the extent permitted by law and to exercise all remedies available under the UCC and applicable law.
3.3.If Customer fails to make payment on or before the date required, Company may refuse to continue delivery of any remaining quantities under the applicable Order or any other Order.
3.4. If Customer fails to observe these Terms or the terms of any other agreement between Company and Customer, fails to pay any amount when due, becomes insolvent, files or has filed against it a petition in bankruptcy, makes an assignment for the benefit of creditors, has a receiver appointed, or experiences any similar event, all balances then due and owing to Company shall become immediately due and payable, notwithstanding any agreed payment periods, and any Orders confirmed by Company but not yet filled shall become cancelable at the sole discretion of Company, subject to applicable law.
3.5.Customer shall pay all amounts due without set-off, counterclaim, holdback, deduction, or withholding, except to the extent expressly agreed by Company in writing or prohibited by applicable law.
3.6.Customer shall notify Company in writing of any invoice dispute within ten (10) business days after the invoice date, specifying the basis for the dispute and the amount disputed. Failure to provide timely notice shall constitute waiver of any objection to the invoice, except for manifest errors. Customer shall timely pay all undisputed amounts.
3.7.Past-due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse Company for all reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees.
3.8.Company may set off any amounts owed by Company or its affiliates to Customer against any amounts owed by Customer or its affiliates to Company, subject to applicable law.
4. Delivery Terms:
4.1.Unless otherwise specified in this Agreement or in the applicable Order acknowledgment, the Products shall be sold and delivered EXW Company’s facility or FOB Shipping Point (Incoterms® 2020). Risk of loss for the Products shall pass to Customer upon delivery thereof to the carrier at the shipping point or upon notice that the Products are ready for pickup, as applicable, regardless of freight payment terms. Title shall pass as provided in Section 5 (Security Interest).
4.2.Any agreed Delivery Period commences on the day on which any Order and accompanying documents have been clarified by Company, but in any event no earlier than the written acceptance of any Order by Company. Sales which extend over a certain period of time, and where quantities have not been fixed in advance, shall be subject to separate agreements concerning the quantity and delivery period regarding each separate sales transaction and/or request for delivery made by Customer. Delivery Periods determine the date of dispatch ex works. All delivery dates are approximate; time shall not be of the essence. No delay in delivery shall relieve Customer of its obligation to pay for Products delivered, tendered, stored, or otherwise made available in accordance with these Terms.
4.3.Partial deliveries and advance deliveries are permitted. Customer shall pay for all Products delivered, tendered, stored, or shipped, including partial and advance deliveries. In the case of call‑off or blanket purchase agreements, and unless otherwise agreed in writing, delivery shall be effected in twelve (12) approximately equal monthly quantities. If Customer fails to issue call‑offs in a timely manner, Company may schedule deliveries or invoice remaining quantities as available for shipment. If Customer fails to take delivery when due, Company may place the Products into storage at Customer’s risk and expense, invoice such Products as delivered, and charge reasonable storage, handling, demurrage, and related costs. Storage shall constitute valid tender of delivery to the extent permitted by law. Upon any such delay or failure to take delivery, any obligation of Company to make advance or early deliveries shall cease, and Company may condition further deliveries on advance payment. For purposes of placing Customer in default, an offer by Company to deliver, whether made verbally or in writing, shall be sufficient if the relevant quantity was ready for delivery at the time of the offer.
4.4.Customer will be billed for and shall pay all freight, transportation, shipping, insurance and handling charges, duties, and taxes, including any applicable VAT, sales, personal property, ad valorem, and other taxes, duties, levies or charges imposed by any governmental authority, irrespective of whether applicable law makes such items the responsibility of the buyer or seller, but excluding any taxes payable by Company with respect to its net income. Customer shall provide any applicable tax exemption, resale, or similar certificate before the relevant invoice is issued. If Customer fails to provide valid and timely documentation, Customer shall remain responsible for the applicable taxes, duties, levies, charges, interest, and penalties.
4.5.Unless Customer provides timely routing instructions accepted by Company, Company may select carriers, routes, and modes of transportation in its discretion. Company will make deliveries of the Products in the quantities ordered as near as reasonably possible to Customer’s requested delivery dates. Cargo or transit insurance shall be provided only if expressly agreed in writing, and any associated costs shall be borne by Customer in accordance with Section 4.4.
4.6.Company shall use commercially reasonable efforts to meet agreed delivery dates. However, except in cases of Company’s willful misconduct or gross negligence, Company shall not be liable to Customer for delays in delivery or damage to Products while in transit, irrespective of whether Company or Customer determined the mode of transportation.
4.7.All stated delivery dates and delivery periods are subject to the condition that Company itself receives correct and timely deliveries from its own suppliers. Delivery obligations are further subject to the continued availability of all required governmental or regulatory approvals, and to the undisturbed operation of Company’s production facilities and transportation channels. In the event of delays caused by any such circumstances, Company shall not be liable to Customer for any resulting delay in delivery, provided that Company has not acted with willful misconduct or gross negligence. In the event Company does not receive timely or conforming deliveries from its suppliers for reasons beyond Company’s reasonable control, Company may delay delivery, allocate available supply, or cancel the affected Order or portion thereof without liability, provided that Customer remains obligated to pay for Products already delivered, tendered, stored, procured, or committed.
4.8.Minor deviations in delivered quantities of up to five percent (5%) shall not constitute a breach of contract. For wire, cable, or similar Products sold by length, normal manufacturer or industry allowances, including allowances of plus ten percent (10%) and minus five percent (5%), shall be permitted unless otherwise agreed in writing.
4.9.In cases of deliveries of Products manufactured to Customer’s specifications or otherwise custom, specially procured, specially stocked, staged, allocated, reserved for a specific project or customer, or not readily saleable to other customers (“Special Orders” and “Project Products”), Company may rely on the technical specifications, forecasts, project information, and other instructions provided by Customer. Such Products shall be non-cancelable and non-returnable once Company has placed a purchase commitment, begun procurement, reserved inventory, staged goods, allocated capacity, or otherwise committed resources for their fulfillment.
4.10. Unless otherwise agreed to in writing, all tools, models, plans, blueprints or other devices and/or documents used and/or developed by Company (the “Tools”) in order to fulfill any Order or Special Order are the property of Company, even if the cost of development and/or manufacturing of such tools, models, plans, blueprints or other devices and/or documents was wholly or partially borne by the Customer.
4.11.Company may require a non-refundable deposit or progress payments for Special Orders, Project Products, or other project-specific Products as a condition of acceptance or performance.
4.12.If Company permits cancellation, suspension, or modification of any Order, Customer shall reimburse Company for all costs incurred or committed, including supplier charges, together with reasonable overhead and profit, and all expenses associated with such cancellation or modification.
4.13.Customer shall be responsible for all accessorial and ancillary transportation, delivery, storage, and handling charges, including liftgate charges, inside delivery, limited access fees, re-delivery charges, detention, demurrage, storage, appointment fees, chassis charges, re-consignment charges, and similar carrier, warehouse, or logistics charges, unless otherwise agreed in writing.
5. Security Interest:
5.1.To secure payment and performance of all obligations of Customer to Company, Customer hereby grants to Company, and Company retains, a purchase money security interest (“PMSI”) and continuing security interest in all Products sold or delivered by Company to Customer from time to time, together with all proceeds thereof, including accounts receivable arising from resale or disposition of the Products (collectively, the “Collateral”). The parties intend that Company’s interest constitutes a purchase money security interest under the UCC to the maximum extent permitted by law. Any retention of title is intended as a reservation of a security interest under the UCC.
5.2. Customer shall, at its own expense and upon Company’s request, promptly execute and deliver all financing statements (including UCC-1 filings) and other documents, and take such other actions, as Company may reasonably request to create, perfect, maintain, preserve and enforce the PMSI in the Collateral, including filings in all jurisdictions deemed necessary or desirable by Company. Customer authorizes Company to file such financing statements without Customer’s signature to the extent permitted by applicable law.
5.3.Customer agrees to cooperate with Company in connection with any notices required to establish or maintain the priority of the PMSI, including, without limitation, providing information regarding existing secured creditors and authorizing Company to deliver any required notifications to such creditors prior to delivery of the Products.
5.4.Until payment in full, Customer shall keep unpaid Products identifiable, shall use commercially reasonable care to protect them from loss or damage, and shall not grant or permit any lien, security interest, or other encumbrance in the Collateral that would have priority over Company’s security interest.
5.5.Upon default, Company may reclaim, repossess, or otherwise enforce its rights in the Collateral to the extent permitted by applicable law, including the UCC, provided that any self-help remedy shall be exercised only without breach of the peace.
6.Warranty and Limitations:
6.1.Unless expressly agreed otherwise in writing, Company acts as a reseller or distributor and provides no independent manufacturer warranty for Products not manufactured or branded by Company. To the extent transferable, Company will pass through to Customer any manufacturer warranties made available to Company. For Products manufactured or branded by Company, Company warrants solely to the original purchaser that, for a period of one (1) year from the date of delivery or, if acceptance after inspection is agreed, acceptance of the Product by Customer, such Products will be free from defects in materials and workmanship under normal use and will conform in all material respects to Company’s published specifications, subject to the exclusions and limitations set forth in these Terms.
6.2.The foregoing warranty is subject to proper storage, transportation, installation, handling, and use of the Products and does not cover defects, damage, or nonconformities resulting from normal wear and tear or deterioration, misuse, improper installation, failure to follow instructions, unauthorized modification or repair, improper storage or handling, environmental conditions, third-party products or services, or Customer-provided specifications, designs, materials, or instructions.
6.3.Any application advice or recommendations provided by Company or its suppliers, whether verbal or written, are non-binding and are provided solely as general guidance. Such advice does not relieve Customer of its obligation to conduct its own examination and testing of the Products to determine their suitability for Customer’s intended processes and purposes.
6.4.Customer shall inspect the affected Products immediately upon delivery and, in all cases, before any processing, installation, shipment, resale, or use. Customer shall notify Company in writing of any non-conformity or visible defect promptly, but in no event later than seven (7) days after delivery, describing the alleged defect in reasonable detail, including any identifiable causes and reasonably available supporting evidence. If Customer fails to provide timely notice, Customer shall be deemed to have accepted the affected Products, and any warranty claims with respect to such non-conformity or visible defect shall be deemed waived. For hidden defects that could not reasonably have been discovered during the initial inspection, Customer shall notify Company in writing promptly, but in no event later than seven (7) days after Customer discovers or should have discovered the defect. Claims for shortages, visible shipping damage, or freight damage must be submitted in writing within ten (10) days after delivery, together with reasonable supporting documentation, including carrier notations on delivery documents where applicable. Failure to provide timely notice shall constitute waiver of such claims to the extent permitted by law.
6.5.Customer shall give Company, and its supplier if applicable, a reasonable opportunity to examine the Products and verify any alleged defect; failure to do so shall result in the waiver of the related warranty claim to the extent Company is prejudiced thereby. Partial use, beneficial use, installation, processing, resale, or placement into operation shall constitute acceptance of the affected Products, except with respect to hidden defects that could not reasonably have been discovered before such use. A defect affecting part of a delivery shall not entitle Customer to reject the entire delivery. Customer’s sole and exclusive remedy for any justified defect or breach of warranty shall be, at Company’s option, repair, replacement, credit, or refund of the purchase price paid for the affected Products, or, where applicable, the remedies made available by the manufacturer.
6.6.Company also makes no warranty that Products manufactured under an order made to custom do not infringe the intellectual property or other proprietary rights of any third party and Customer is solely responsible for assuring that such Products do not so infringe.
6.7.Company does not authorize any person or party to assume or create for it any other obligation or liability in connection with Products except as set forth herein.
6.8.No Products may be returned without Company’s prior written return material authorization (“RMA”). Returns are subject to Company’s then-current return policy, if any, and may be conditioned on payment of restocking fees, repackaging fees, testing fees, return freight, and insurance charges. Returned Products must be unused, in original packaging, and in resalable condition. Special Orders, Project Products, discontinued Products, clearance items, and Products designated non-returnable are not eligible for return, except to the extent Company expressly approves a return in writing or a return is required as part of Company’s chosen warranty remedy under this Section 6.
6.9.EXCEPT FOR ANY EXPRESS LIMITED WARRANTY PROVIDED BY COMPANY UNDER SECTION 6.1, AND WITHOUT LIMITING ANY TRANSFERABLE MANUFACTURER WARRANTY PASSED THROUGH TO CUSTOMER TO THE EXTENT AVAILABLE, COMPANY DISCLAIMS ALL OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED), RIGHTS OR CONDITIONS, AND CUSTOMER ACKNOWLEDGES THAT EXCEPT FOR SUCH LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE.
7.Limitation of Liability:
7.1.UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF EARNINGS, PROFITS, REVENUE, GOODWILL OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION BASED UPON EQUITY, CONTRACT, TORT, STRICT LIABILITY, OR IMPOSED BY CASE LAW OR STATUTE, OR OTHERWISE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2.NOTWITHSTANDING SECTION 7.1, COMPANY’S TOTAL LIABILITY, WHETHER BASED ON CONTRACT, TORT, EQUITY, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM. IT IS AGREED AND ACKNOWLEDGED THAT THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN COMPANY AND CUSTOMER IN AN EQUITABLE MANNER, THAT COMPANY’S PRICING REFLECTS THIS ALLOCATION OF RISK, AND THAT, BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
7.3.IN JURISDICTIONS THAT LIMIT THE SCOPE OF OR PRECLUDE LIMITATIONS OR EXCLUSION OF REMEDIES OR DAMAGES, OR OF LIABILITY, SUCH AS LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED, THE LIMITATION OR EXCLUSION OF WARRANTIES, REMEDIES, DAMAGES OR LIABILITY SET FORTH ABOVE ARE INTENDED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE, COUNTRY OR OTHER JURISDICTION
8.Force Majeure:
8.1.Neither party shall be liable to the other, or to any third party, for any failure or delay in the performance of its obligations under this Agreement to the extent caused by events beyond its reasonable control, including, without limitation, fire, storm, flood, earthquake, explosion, accident, acts of public enemy, war, riot or civil unrest, sabotage, strikes, lockouts, labor disputes or shortages, work slowdowns, stoppages or delays, pandemics, shortages or failures or delays in energy, materials, supplies or equipment, transportation embargoes or delays, acts of God, breakdowns in machinery or equipment, or, except as otherwise provided in this Agreement, acts, regulations, or priorities of any federal, state, or local government.
8.2.When the event operating to excuse performance ceases, this Agreement shall continue in full force until all deliveries have been completed. If such event continues for more than three (3) months, Company may cancel affected Orders or portions thereof without liability, provided that Customer shall remain obligated to pay for Products delivered, tendered, stored, procured, committed, or otherwise made available before cancellation.
8.3.If Company’s supply is constrained for reasons beyond Company’s reasonable control, Company may allocate available Products, materials, production capacity, or delivery capacity among its customers in any commercially reasonable manner.
9.Patents and Copyrights.
9.1.All rights, title, and interest in and to any know-how, technical information, specifications, documentation, ideas, concepts, methods, techniques, processes, patents, copyrights, trade secrets, design rights, technology, inventions, work product, software, firmware, cloud service, subscription access, license key, access credential, or related materials developed, created, used, or provided by Company, or by any third parties commissioned by Company, shall remain the exclusive property of Company or its licensors, as applicable. Customer shall keep all such information confidential and shall not disclose it to any third party unless and until such information is no longer confidential as provided in Section 11. Customer shall not use such information except in connection with its authorized use of the Products. Subject to payment in full, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use any work product, documentation, software, firmware, cloud service, subscription access, license key, access credential, or related materials provided by Company (collectively, “Company Materials”) solely for Customer’s internal business purposes and solely in connection with the Products for which they were provided. Customer shall not reverse engineer, decompile, disassemble, copy, modify, distribute, sublicense, or attempt to derive the source code or underlying structure of any Company Materials, except to the extent such restriction is prohibited by applicable law.
10.Indemnification:
10.1.Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its affiliates and their respective officers, directors, employees, and agents from and against third-party claims, losses, liabilities, damages, expenses, and costs, including reasonable attorneys’ fees and court costs, to the extent arising out of the Indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement. In addition, Customer shall indemnify, defend, and hold harmless Company and its affiliates and their respective officers, directors, employees, and agents from and against third-party claims, losses, liabilities, damages, expenses, and costs, including reasonable attorneys’ fees and court costs, to the extent arising out of or relating to (i) Customer’s or its customers’ installation, use, resale, distribution, storage, handling, processing, or operation of the Products, except to the extent caused by Company’s gross negligence or willful misconduct; (ii) Customer-provided designs, drawings, specifications, instructions, forecasts, or information; (iii) Customer’s failure to comply with applicable laws; (iv) unsafe site conditions or Customer’s operations; or (v) warranties, representations, commitments, or instructions made by Customer beyond those expressly provided by Company. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent any act or omission of the party seeking indemnification, or its employees or agents, contributed to such liability.
10.2.Customer shall further indemnify, defend, and hold Company harmless from and against any and all claims, losses, liabilities, damages, and expenses arising out of or relating to any allegation that Products manufactured, modified, labeled, used, processed, circulated, or distributed in accordance with Customer’s specifications, instructions, or conduct infringe or violate the intellectual property rights of any third party. To the extent Company receives an intellectual property indemnity from a manufacturer, supplier, licensor, or other third party with respect to Products or Company Materials, Company will pass through such indemnity to Customer to the extent permitted and subject to the same limitations, conditions, and procedures applicable to Company.
10.3. THIS SECTION 10 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
11.Confidentiality:
11.1.The parties acknowledge that, under the Agreement, one party may disclose to the other confidential and/or sensitive information ("Confidential Information"). The party disclosing information is referred to as the "Disclosing Party" and the party receiving information as the "Receiving Party." Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party's business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure; or (b) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure; or (c) due to the nature of the information or the circumstances of disclosure, would be understood by a reasonable person to be confidential. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its officers, employees, subcontractors, and legal and financial advisors who have a need to know such information to perform the Agreement. The Receiving Party shall only use Confidential Information in furtherance of its performance of the Agreement, and not for any other purpose or for the benefit of any third party. Receiving Party's obligations to protect the Confidential Information will survive for five (5) years after the termination of this Agreement, provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations shall survive such expiration or termination until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Receiving Party or its related parties. These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation. In no event shall Company's use or disclosure of information relating to the development, improvement or use of any of the Company's products be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party's request or within ten (10) days of the expiration or termination of this Agreement.
11.2. If Company introduces Customer to a specific manufacturer, supplier, sourcing channel, or logistics arrangement not previously known to Customer, Customer shall not circumvent Company by purchasing directly from such source, for the Products, project, transaction, or opportunity introduced by Company, for a period of twelve (12) months after such introduction without Company’s prior written consent. This restriction shall not apply to sources, relationships, negotiations, or purchasing channels demonstrably known to Customer before Company’s introduction or independently developed without use of Company’s Confidential Information.
11.3.If the Receiving Party discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will promptly notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication, and take all necessary steps to prevent any further breach of this Agreement.
11.4.The Receiving Party agrees and acknowledges that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such event, the Disclosing Party shall be entitled to seek injunctive relief, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or equity.
1. Terms and Conditions of Sale:
1.1. Company shall sell and deliver to Customer and Customer shall purchase and accept from Company the products (the “Products”) described on or in any confirmed order, agreement or quotation, or any combination thereof (the “Order”), pursuant to the terms and conditions of the Order and those specified below (the “Terms”), which taken together shall constitute the entire agreement between Company and Customer regarding the Products (the “Agreement”).
1.2. No other terms or conditions shall be of any effect unless specifically agreed to by Company in a separate written agreement duly signed by an officer of Company. Customer will be deemed to have assented to these Terms if any part of the Products is accepted, used, or otherwise commercially exploited by Customer. If Customer finds any Term not acceptable, Customer must so notify Company at once and reject the Products delivered under this Agreement. Any additional, different, or conflicting terms contained in Customer’s purchase order, portal, confirmation, acceptance, invoice, or other communication are hereby rejected and shall be of no effect unless expressly agreed to by Company in such signed writing. No course of dealing, course of performance, or usage of trade shall modify these Terms unless expressly agreed to by Company in such signed writing.
1.1.Any changes requested by Customer, including changes to quantities, specifications, delivery dates, destinations, carriers, packaging, labeling, documentation, or other Order requirements, shall require Company’s written approval and may result in corresponding adjustments to price, delivery periods, and other terms.
1.2.No other terms or conditions shall be of any effect unless specifically agreed to by Company in a separate written agreement duly signed by an officer of Company. Customer will be deemed to have assented to these Terms if any part of the Products is accepted, used, or otherwise commercially exploited by Customer. If Customer finds any Term not acceptable, Customer must so notify Company at once and reject the Products delivered under this Agreement. Any additional, different, or conflicting terms contained in Customer’s purchase order, portal, confirmation, acceptance, invoice, or other communication are hereby rejected and shall be of no effect unless expressly agreed to by Company in such signed writing. No course of dealing, course of performance, or usage of trade shall modify these Terms unless expressly agreed to by Company in such signed writing.
1.3.Any changes requested by Customer, including changes to quantities, specifications, delivery dates, destinations, carriers, packaging, labeling, documentation, or other Order requirements, shall require Company’s written approval and may result in corresponding adjustments to price, delivery periods, and other terms.
1.4.No Order is binding upon Company until acceptance of the Order in writing or delivery of the Products to Customer. Notwithstanding any prior acceptance of an Order by Company, Company shall have no obligation if Customer is in breach of any of its obligations hereunder, or any other agreement between Customer and Company, at the time Company’s performance is due.
1.5.Company may, in its discretion, reject any Order, in whole or in part, prior to acceptance. In addition, Company may cancel any accepted Order, in whole or in part, prior to shipment or commencement of performance if Customer is in breach of this Agreement, becomes a credit risk, requested Products are unavailable, or performance is otherwise excused under these Terms.
1.6.All verbal agreements concerning the terms of any Order, including agreements made by telephone, shall have no force and effect unless and until acknowledged by Company in writing.
1.7.Customer shall bear all costs associated with the cancellation or modification of the Order.
1.8.In the event of any conflict, the documents shall control in the following order of precedence: (i) any separate written agreement expressly overriding these Terms, but only for its defined scope; (ii) Company’s written order acknowledgment; (iii) these Terms; and (iv) Customer’s Order.