1.
Applicability.
(a)
A purchase order is an offer by SAF-HOLLAND, Inc. ("Buyer") for the purchase of the goods specified on
the face of a purchase order (the "Goods")
from the party to whom the purchase order is addressed (the "Seller") in accordance with and subject to these
terms and conditions (the "Terms";
together with the terms and conditions on the face of the purchase order, the "Order"). The Order, together with any documents
incorporated herein by reference, constitutes the sole and entire agreement of
the parties with respect to the Order, and supersedes all prior or
contemporaneous understandings, agreements, negotiations, representations and
warranties, and communications, both written and oral, with respect to the
subject matter of the Order. The Order expressly limits Seller's acceptance to
the terms of the Order. These Terms prevail over any terms or conditions
contained in any other documentation and expressly exclude any of Seller's
general terms and conditions of sale or any other document issued by Seller in
connection with the Order.
(b)
These Terms apply to any repaired or replacement Goods provided by
Seller hereunder.
(c)
Buyer is not obligated to any minimum purchase or future purchase
obligations under the Order.
2.
Acceptance. The Order is not binding on Buyer until Seller
accepts the Order in writing or starts to perform in accordance with the Order.
If Seller does not accept the Order in writing or provide written notice that
it has commenced performance within five days of Seller's receipt of the Order,
the Order will lapse. Buyer may withdraw the Order at any time before it is
accepted by Seller.
3.
Delivery Date. Seller shall deliver the Goods in the quantities
and on the date(s) specified in the Order or as otherwise agreed in writing by
the parties (the "Delivery Date"). Timely
delivery of the Goods is of the essence. If Seller fails to deliver the Goods
in full on the Delivery Date or up to three days before the Delivery Date (the
"Delivery Window"), the Goods shall be considered "late"
for Supplier On-Time Delivery performance evaluation purposes, and Buyer may
terminate the Order immediately by providing written notice to Seller and
Seller shall indemnify Buyer against any losses, claims, damages, and
reasonable costs and expenses directly attributable to Seller's failure to
deliver the Goods during the Delivery Window. Buyer has the right to return any
Goods delivered outside the Delivery Window at Seller's expense and Seller
shall redeliver Goods received before the Delivery Window during the Delivery Window.
Repeated instances of late deliveries or disruption of shipment will result in
Seller being removed from approved vendor status.
4.
Approved Supplier Status and Certification. Seller is
required to maintain the status of approved supplier. If Seller is placed
on probation, Seller will be advised and will be required to correct the
outstanding issues and regain approved status in a timely manner. Buyer
requires Seller to be certified to ISO 9001 or ISO/TS 16949 quality standard
and to maintain certified status.
5.
Forecasts. Buyer will endeavor to create and provide twelve month
forecasts that are as accurate as possible, based on information available at
any given time. Because Buyer produces parts to customer order, forecasts are
estimates only and are subject to change based on actual customer orders
received and changes in customer order strategies with Buyer. Wherever
possible, Buyer will communicate any major occurrences that would impact
forecasted volumes to Seller in as timely a manner as possible.
6.
Quantity. Except as otherwise agreed in writing by Buyer, Seller must
deliver the quantity of Goods ordered. Shipments should be on-time and
complete. Buyer may debit Seller for administrative and excess freight
expenses incurred resulting from partial shipments. Buyer may
reject all or any excess Goods with any such rejected Goods returned to Seller
at Seller's risk and expense.
7.
Delivery Location. All Goods shall be delivered to the address
specified in the Order (the "Delivery Location")
during Buyer's normal business hours or as otherwise instructed by Buyer.
8.
Shipping/INCO Terms. Delivery shall be made DAP for international
shipments and Ex-Works (in accordance with Incoterms 2010) for shipments within
the United States except as otherwise stated on the face of the Order. Seller
shall provide an Advanced Shipping Notice ("ASN") to Buyer when the
Goods are delivered to a carrier for transportation. Seller shall provide Buyer
all shipping documents, including the commercial invoice, packing list containing
a description of Goods, bill of lading and any other documents necessary to
release the Goods to Buyer within one business day after Seller delivers the
Goods to the transportation carrier. The Order number must appear on all
shipping documents, shipping labels, bills of lading, invoices, correspondence
and any other documents pertaining to the Order. There shall be no charges
for drayage, unless specifically mentioned on the face of the Order.
9.
Title Transfer. Title passes to Buyer upon delivery of the Goods
to the Delivery Location. If, at some point in time, Buyer and Seller agree
that Seller will provide parts on a consignment basis, title and risk of loss
or damage shall transfer at time of consumption at Buyer, regardless of
transportation mode or INCO term.
10.
Packaging. All goods shall be packed for shipment according to
Buyer's instructions or, if there are no instructions, in a manner sufficient
to ensure that the Goods are delivered in undamaged condition. Seller must
provide Buyer prior written notice if it requires Buyer to return any packaging
material or returnable containers. Any return of such packaging material or
returnable containers shall be made at Seller's expense. Any returnable
containers shall be marked "RETURNABLE" and show the name and
location as to where it is to be returned.
11.
Amendment and Modification. No change to the Order is binding
upon Buyer unless it is in writing, specifically states that it amends the Order
and is signed by an authorized representative of Buyer.
12.
Inspection and Rejection of Nonconforming Goods. Seller shall
comply with Buyer's Supplier Quality Requirements HSQR-01 which is available on
Buyer's supplier portal. Buyer has the right to inspect the Goods on or
after delivery. Buyer, at its sole option, may inspect all or a sample of the
Goods, and may reject all or any portion of the Goods if it determines the
Goods are nonconforming or defective. If Buyer rejects any portion of the
Goods, Buyer has the right, effective upon written notice to Seller, to: (a)
rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced
price; or (c) reject the Goods and require replacement of the rejected Goods.
If Buyer requires replacement of the Goods, Seller shall, at its expense,
promptly replace the nonconforming Goods and pay for all related expenses,
including, but not limited to, transportation charges for the return of the
defective goods and the delivery of replacement Goods. If Seller fails to
timely deliver replacement Goods, Buyer may replace them with goods from a
third party and charge Seller the cost thereof and terminate the Order for
cause pursuant to Section 24. Any inspection or other action by
Buyer under this Section shall not reduce or otherwise affect Seller's
obligations under the Order, and Buyer shall have the right to conduct further
inspections after Seller has carried out its remedial actions.
13.
Price. The price of the Goods is the price stated in the Order
(the "Price"). If no price is included in
the Order, the Price shall be the price set out in Seller's published price
list in force as of the date of the Order. Unless otherwise specified in the
Order or directed by the applicable INCO shipping term, the Price includes all
packaging, transportation costs to the Delivery Location, insurance, customs
duties and fees and applicable taxes, including, but not limited to, all sales,
use, VAT or excise taxes. Seller assumes full liability for the payment of any
payroll taxes, including the payroll withholding income tax, or contributions
for unemployment insurance, pensions or annuities which are measured by the wages,
salaries or other remunerations payable to the employees of Seller. Seller
shall certify on all invoices against the Order that all prices shall be in
accordance with current government price control regulations in effect at time
of invoicing. No increase in the Price is effective, whether due to increased
material, labor or transportation costs or otherwise, without the prior written
consent of Buyer.
14.
Payment Terms. Seller shall issue an invoice to Buyer in
duplicate on or any time after the completion of delivery and only in
accordance with the Terms. Buyer shall schedule for payment all properly
invoiced amounts due to Seller within 60 days after Buyer's receipt of such
invoice, except for any amounts disputed by Buyer in good faith or as otherwise
agreed in writing by the parties. All payments hereunder must be in US dollars.
In the event of a payment dispute, the parties shall seek to resolve all such
disputes expeditiously and in good faith. Seller shall continue performing its
obligations under the Order notwithstanding any such dispute.
15.
Set-off. Without prejudice to any other right or remedy it may
have, Buyer reserves the right to set off at any time any amount owing to it by
Seller against any amount payable by Buyer to Seller.
16.
Warranties. Seller warrants to Buyer that for a period of twelve
months from Buyer's acceptance of the Goods, all Goods will: (a) be free from
any defects in workmanship, material and design (except there shall be no
design warranty if Goods are solely designed by Buyer); (b) conform to
applicable specifications, drawings, designs, samples and other requirements
specified by Buyer; (c) be fit for their intended purpose and operate as
intended; (d) be merchantable; (e) be free and clear of all liens, security
interests or other encumbrances; and (f) not infringe or misappropriate any
third party's patent or other intellectual property rights. These warranties
survive any delivery, inspection, acceptance or payment of or for the Goods by
Buyer. These warranties are cumulative and in addition to any other warranty
provided by law or equity. Any applicable statute of limitations runs from the
date of Buyer's discovery of the noncompliance of the Goods with the foregoing
warranties. If Buyer experiences any breaches of
the foregoing warranties, Buyer shall have the right, in addition to any other
rights Buyer may have under the Vendor Recovery Policy, available on Buyer's
supplier portal, the Uniform Commercial Code and other applicable statutes or
laws, or hereunder to take the following actions, at Buyer's option: (1) retain
the defective Goods in whole or in part with an appropriate adjustment in the
Price; (2) require Seller to repair or replace the defective Goods in whole or
in part at Seller's sole expense, including, without limitation, all shipping,
transportation and installation costs; (3) correct or replace the defective
Goods with similar goods and recover the total cost relating thereto from
Seller, including the cost of any recalls; or (4) reject the defective Goods.
17.
Indemnification. Seller shall defend, indemnify and hold harmless
Buyer and its officers, directors, employees, shareholders, subsidiaries and
affiliates from and against any and all claims, losses, damages and expenses
(including but not limited to warranty, product liability and recall expense as
well as court costs and attorney's fees, settlements and judgments, punitive
and exemplary damages, economic loss and loss of profits, administrative costs,
and fines and penalties) in any way resulting from or arising out of (i) the
breach or failure of any representation or warranty set forth in the Order;
(ii) the failure of any Goods to conform to their specifications; (iii) any
other breach or other default under the Order on the part of Seller; (iv) any
personal injury, death, sickness, disease or property damage relating to
possession or use of the Goods by Buyer, its customers or employees or any
third parties; (v) any negligence or willful misconduct on the part of Seller
or any of its employees, agents, subcontractors or suppliers; and (vi) any
actual or alleged infringement or violation of any patent, trademark,
copyright, trade secret or any other intellectual property rights resulting
from the purchase, use or possession of the Goods (except as otherwise
expressly described herein). The obligations contained in this Section shall
survive and continue in full force and effect irrespective of the delivery of
the products or the expiration or termination of the Order.
18.
Insurance. Seller shall obtain and maintain at its expense during
the term of the Order and for a period of at least ten years after the
expiration or termination of the Order, all insurance coverage required by law
as well as appropriate insurance coverage to protect against any and all claims
or liabilities that may arise directly or indirectly as a result of its performance
under the Order. Coverage shall not contain any exclusions material to the
Goods. The coverage shall apply on a worldwide basis with no limitation of
where a claim is brought or occurs. Insurance shall be placed with a
carrier with an A.M. Best rating of at least A- for financial strength and a
size rating of at least VIII. Coverage shall be occurrence based... If Seller
uses a subcontractor to perform work under the Order, then Seller is
responsible to assure that the subcontractor meets the same insurance
requirements as stated for Seller. This insurance shall include the following
coverage written for not less than the following limits or as required by law,
whichever is greater:
Commercial
General Liability Insurance (if excluding Products):
á
$5,000,000 U.S. Dollars per occurrence for bodily injury
(including death); and
á
$5,000,000 U.S. Dollars per occurrence for property damage
Products/Completed
Operations Liability - $10,000,000 U.S. Dollars per occurrence.
NOTE: Both General
and Products Liability can be a combination of primary and excess to equal at
least $10,000,000 U.S. Dollars. Products/Completed Operations may be included
within the Commercial General Liability Policy.
Seller shall name Buyer as an
additional insured-vendor as regards the product liability insurance.
Insurance specified herein shall
be minimum requirements. Seller is responsible for providing any additional
insurance deemed necessary to protect against claims in excess of the minimum
coverage. None of the requirements contained herein as to coverage types or
limits of insurance to be maintained by Seller are intended to and shall not in
any manner limit the liability of Seller to Buyer hereunder.
Seller shall deliver to Buyer
upon execution of this Agreement coverage copy of the policy, as issued, in
English. Said policy shall provide that no less than 30 days advance written
notice be given to Buyer prior to cancellation, termination or material change
of the policies. Seller is responsible for assuring that Buyer has current copies
of insurance policies throughout the term of the Order and for the 10 year
period thereafter.
19.
Compliance with Law. Seller is in compliance with and shall
comply with all applicable laws, regulations and ordinances. Seller has and
shall maintain in effect all the licenses, permissions, authorizations,
consents and permits that it needs to carry out its obligations under the Order.
(a) Fair
Labor. Seller agrees, in connection with the production of the Goods,
to comply with all applicable requirements of Sections 6 (minimum wage), 7
(maximum hours), and 12 (child labor provisions), of the Fair Labor Standards
Act, as amended and of regulations and orders of the United States Department
of Labor issued under Section 14 thereof.
(b) Human
Trafficking. Seller agrees to follow (i) the United Nations Protocol
to Prevent, Suppress and Punish Trafficking in Persons, especially Women and
Children, (ii) Federal Acquisition Regulation 52.222-50, and (iii) Executive
Order 13627 dated September 25, 2012 together with the proposed and final Federal
Acquisition Regulations relating thereto.
(c) Import/Export.
Seller shall comply with all export and import laws of all countries involved
in the sale of Goods under the Order. Seller assumes all responsibility for
shipments of Goods requiring any government import clearance. Buyer may
terminate the Order if any government authority imposes antidumping duties,
countervailing duties or any retaliatory duties on the Goods.
(d) Use
of Goods. Seller acknowledges that the Goods ordered hereunder are for
consumption or use in industrial processing or agricultural producing.
(e) Equal Employment Opportunity and Non-Discrimination. Seller shall abide by the requirements of 41 CFR
60-741.5(a). This regulation prohibits discrimination against qualified
individuals on the basis of disability, and requires affirmative action by
covered prime contractors and subcontractors to employ and advance in
employment qualified individuals with disabilities. Seller
agrees to maintain non-segregated facilities and policy of employment which
does not discriminate against any employee or applicant for
employment because of race, creed, color, national origin,
sex or handicap, Veteran of Vietnam Era, or disabled Veterans, and to further
comply with all provisions of Executive Order 11246 of September 24, 1965,
Section 503 of the Rehabilitation Act of 1973, Section 402 of the Vietnam Era
Veterans Readjustment Assistance Act of 1974 (41 Code of Federal Regulations,
Chapter 60), and all of which are herein incorporated by reference.
(f) Conflict
Minerals. Without limitation of the foregoing, on Buyer's request, Seller
shall provide to Buyer all information (in sufficient detail), with written
certifications thereof, to enable Buyer to timely comply with all of Buyer's
and Buyer's customers' due diligence, disclosure and audit requirements under
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
(the "Dodd-Frank Act") and Rule 13p-1 and
Form SD under the Securities Exchange Act of 1934, and all similar, applicable
statutes and regulations, including due inquiry of Seller's supply chain (and
certifications by such suppliers) identifying conflict minerals (as defined in
Section 1502(e)(4) of the Dodd-Frank Act) contained in each Product and the
country of origin of such conflict minerals (or, following due inquiry, why
such country of origin cannot be determined).
20.
NAFTA; Country of Origin;
Compliance. Seller agrees to fulfill any customs- or NAFTA-related obligations, origin marking or labeling requirements, and local content
origin requirements. Export licenses or authorizations necessary for the export of Goods are Seller's responsibility unless otherwise stated in the Order,
in which case Seller will provide
the information necessary information to enable Buyer to obtain the licenses or authorizations. Seller will
promptly notify Buyer in writing of any material or components used by Seller in fulfilling its obligations under the Order that Seller purchases in a country
other than the country in which the
Goods are delivered. Seller will furnish any
documentation and information necessary
to establish the country of origin or to comply with the applicable country's rules of
origin requirements. Seller will promptly advise Buyer of any material or components imported into the country
of origin and any
duty included in the purchase price. If Goods are manufactured in a country other than the country in which Goods are delivered, Seller will mark Goods "Made in [country of origin]." Seller will provide to Buyer and the appropriate governmental agency the documentation necessary to determine the admissibility and the effect of entry
of Goods
into the country
in which Goods are delivered. Seller warrants that any
information that is supplied to Buyer about the import or export of
Goods is true. Seller has not and
will not accept or give any illegal or unlawful gratuities or otherwise violate
the United States Foreign Corrupt Practices Act in connection with the Order or
the transactions or relationships contemplated by the Order. To the extent any Goods covered by
the Order are to be imported into the United
States of America, Seller shall comply will all
applicable recommendations or requirements of
the Bureau of Customs and Border Protection's
Customs-Trade Partnership Against Terrorism ("C-TPAT") initiative. Upon request, Seller shall certify in
writing its compliance with
the
C-TPAT initiative.
21.
Seller Code of Conduct. Seller shall comply with the terms
of Buyer's Supplier Code of Conduct Policy which is available on Buyer's
supplier portal.
22.
Hazardous Materials. All materials used in part manufacture shall
satisfy current governmental and safety constraints on restricted, toxic,
and hazardous materials; as well as environmental, electrical, and
electromagnetic considerations applicable to the country of manufacture and
sale.
23.
Right to Audit. Buyer reserves the right to do on site Seller
audits and inspections, with our customer present if required.
24.
Termination. Buyer may terminate the Order, in whole or in part,
at any time with or without cause for undelivered Goods on 90 days prior
written notice to Seller. In addition to any remedies that may be provided
under these Terms, Buyer may terminate the Order with immediate effect upon
written notice to Seller, either before or after the acceptance of the Goods,
if Seller has not performed or complied with any of these Terms, in whole or in
part. If Seller becomes insolvent, files a petition for bankruptcy or commences
or has commenced against it proceedings relating to bankruptcy, receivership,
reorganization or assignment for the benefit of creditors, then Buyer may
terminate the Order upon written notice to Seller. If Buyer terminates the
Order for any reason, Seller's sole and exclusive remedy is payment for the
Goods received and accepted by Buyer prior to the termination.
25.
Limitation of Liability. Nothing in the Order shall exclude or
limit (a) Seller's liability under Sections 16, 17, and 28
hereof, or (b) Seller's liability for fraud, personal injury or death caused by
its negligence or willful misconduct.
26.
Waiver. No waiver by any party of any of the provisions of the
Order shall be effective unless explicitly set forth in writing and signed by
the party so waiving. Except as otherwise set forth in the Order, no failure to
exercise, or delay in exercising, any rights, remedy, power or privilege
arising from the Order shall operate or be construed as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.
27.
Use of Buyer's Intellectual Property. If Goods are to be marked with the name and/or trademark of
Buyer, Seller's use of the name and/or trademark of Buyer shall be limited
exclusively to the manufacture of Goods intended for Buyer and their delivery
to Buyer or to third parties specified by Buyer. The name and/or trademark of
Buyer shall not be used by Seller for any other purpose, in particular not to
mark products for sale by Seller to third parties not specified by Buyer. To
the extent that Seller is permitted the use of other intellectual property
rights of Buyer for the manufacture of the Goods, in particular the use of
patents, Seller shall be granted the simple, revocable, non-sublicensable and non-transferable
right to exercise these rights exclusively for the purpose of fulfilling the
Goods with Buyer. Any further exercise of such rights, in particular for the
manufacture of products for sale by Seller to third parties not specified by
Buyer, shall not be permitted.
28.
Confidential Information. All non-public, confidential or
proprietary information of Buyer, including, but not limited to,
specifications, samples, patterns, designs, plans, drawings, documents, data,
business operations, customer lists, pricing, discounts or rebates, disclosed
by Buyer to Seller, whether disclosed orally or disclosed or accessed in
written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as "confidential," in connection
with the Order is confidential, solely for the use of performing the Order and
may not be disclosed or copied unless authorized by Buyer in writing. Upon
Buyer's request, Seller shall promptly return all documents and other materials
received from Buyer. Buyer shall be entitled to injunctive relief for any
violation of this Section. This Section shall not apply to information that is:
(a) in the public domain; (b) known to Seller at the time of disclosure; or (c)
rightfully obtained by Seller on a non-confidential basis from a third party. If Seller is obliged to disclose information supplied by Buyer by
law, as a result of the enforceable ruling of a court or as a result of an
administrative action by a governmental body, this shall not constitute an infringement
of Seller's confidentiality obligation. In such cases, however, Buyer shall be
informed in writing prior to such disclosure. All information supplied by Buyer
to Seller in conjunction with the Order and all processes or practical
applications based on such information is and shall remain the intellectual
property of Buyer. No provision of the Order may be interpreted in such a way
that Seller gains the rights of use to the intellectual property of Buyer.
Except with the prior written consent of Buyer, Seller shall not be permitted
to disclose the existence of the Order or the business relationship between
Buyer and Seller to any third party other than Seller's advisors, accountants,
attorneys, and Seller's suppliers related to the Goods.
29.
Force Majeure. Neither party shall be liable to the other for any
delay or failure in performing its obligations under the Order to the extent
that such delay or failure is caused by an event or circumstance that is beyond
the reasonable control of that party, without such party's fault or negligence,
and which by its nature could not have been foreseen by such party or, if it
could have been foreseen, was unavoidable ("Force Majeure Event").
Force Majeure Events include, but are not limited to, acts of God or the
public enemy, government restrictions, floods, fire, earthquakes, explosion,
epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes
or industrial disturbances. Seller's economic hardship or changes in market
conditions are not considered Force Majeure Events. Seller shall use all
diligent efforts to end the failure or delay of its performance, ensure that
the effects of any Force Majeure Event are minimized and resume
performance under the Order. If a Force Majeure Event prevents Seller
from carrying out its obligations under the Order for a continuous period of
more than 30 business days, Buyer may terminate the Order immediately by giving
written notice to Seller.
30.
Assignment. Seller shall not assign, transfer, delegate or
subcontract any of its rights or obligations under the Order without the prior
written consent of Buyer. Any purported assignment or delegation in violation
of this Section shall be null and void. No assignment or delegation shall
relieve Seller of any of its obligations hereunder.
31.
Relationship of the Parties. The relationship between the parties
is that of independent contractors. Nothing contained in the Order shall be
construed as creating any agency, partnership, joint venture or other form of
joint enterprise, employment or fiduciary relationship between the parties, and
neither party shall have authority to contract for or bind the other party in
any manner whatsoever. No relationship of exclusivity shall be construed from the
Order.
32.
No Third-Party Beneficiaries. The Order is for the sole benefit
of the parties hereto and their respective successors and permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of these Terms.
33.
Governing Law. All matters arising out of or relating to the Order
shall be governed by and construed in accordance with the internal laws of the
State of Michigan without giving effect to any choice or conflict of law
provision or rule (whether of the State of Michigan or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than
those of the State of Michigan. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to the
Order.
34.
Submission to Jurisdiction. Any legal suit, action or proceeding
arising out of or relating to the Order shall be instituted in the federal
courts of the United States of America located in the Western District of
Michigan or the courts of the State of Michigan and County of Ottawa, and each
party irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action or proceeding.
35.
Cumulative Remedies. The rights and remedies under the Order are
cumulative and are in addition to and not in substitution for any other rights
and remedies available at law or in equity or otherwise.
36.
Notices. All notices, requests, consents, claims, demands,
waivers and other communications hereunder (each, a "Notice")
shall be in writing and addressed to the parties at the addresses set forth on
the face of the Order or to such other address that may be designated by the
receiving party in writing. All Notices shall be delivered by personal
delivery, nationally recognized overnight courier (with all fees pre-paid),
facsimile (with confirmation of transmission) or certified or registered mail
(in each case, return receipt requested, postage prepaid). Except as otherwise
provided in the Order, a Notice is effective only (a) upon receipt of the
receiving party, and (b) if the party giving the Notice has complied with the
requirements of this Section.
37.
Severability. If any term or provision of the Order is invalid,
illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other
jurisdiction.
38.
Survival. Provisions of the Order which by their nature should
apply beyond their terms will remain in force after any termination or
expiration of the Order including, but not limited to, the following provisions:
Set-off, Warranties, Indemnification, Insurance, Compliance with Law,
Confidential Information, Governing Law, Submission to Jurisdiction and
Survival.
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