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Integrated Controls, Inc.'s Terms and Conditions


  1. HOME OFFICE APPROVAL Any order issued by Buyer pursuant to this offer by Seller shall not be binding on Seller until received and approved in writing at Seller’s home office, including Seller’s approval of Buyer’s credit.
  2. PRICE The price to be paid by Buyer shall be that contained on the face hereof, providing however, the Seller accepts that orders calling for future delivery shall be subject to the prices in effect at the time of order. Written quotations are valid for the calendar length indicated on the face of the quote from the date issued and are subject to termination by Seller upon notice, with or without cause, during that period. Seller reserves the right to apply a minimum charge per order. Where delivery of goods is extended over a period of time, Seller may request progress payments concurrent with the amount of goods delivered or work performed.
  3. EXPEDITING CHARGES Should expediting charges be included as part of the order’s pricing, whether a portion of the per unit cost or separate, the minimum expediting charge shall be determined on a prorata basis providing the order is shipped within the expediting period. The prorata amount of expediting charges shall be the original expediting charge multiplied by the ratio of the regular business days between the actual shipping date and the normal delivery date divided by the amount of regular business days between the expedited delivery date and the normal delivery date. Expediting charges shall be due in accordance with the agreed upon invoice terms.
  4. MODIFICATIONS A writing signed by an officer of Seller can only modify this Agreement
  5. PAYMENT OF PURCHASE PRICE Except as otherwise provided, the purchase price for the goods must be paid by Buyer to Seller to the account designated on the face of this document, by check within thirty (30) days after the date of the invoice for the goods. If payment is not timely made, a monthly credit charge equal to one and one-half percent (1½%) of the purchase price must be paid to Seller by the Buyer for any month of fraction of a month thereafter. Seller will not be required to accept payment other than as set forth in this order. However, to avoid a late charge assessment in the event of a dispute or claimed defect in the goods (other than freight), the Buyer may withhold up to five percent (5%) of the purchase price until such time that the dispute is settled or the defect repaired, but no longer than sixty (60) days after shipment. If the disputed amount is the freight charge, the Buyer may withhold only the amount of the freight charge until the dispute is settled, but no longer than sixty (60) days after shipment.
  6. DELIVERY OF GOODS The goods will be delivered within reasonable time of the Buyer’s acceptance of this offer. The goods are offered F.O.B., Manufacturer’s factory. Seller, in its sole discretion, will determine and arrange the means and manner for transportation of the goods. Buyer is to pay all costs of shipping and insurance, and shall assume all risk of loss in accordance with Paragraph 12. Shipping charges for domestic shipments will be prepaid and added to the invoice, unless otherwise indicated. The goods will be shipped under a straight bill of lading naming the Buyer as consignee. All special handling charges shall be borne by Buyer.
  7. STORAGE CHARGES Shipments delayed by Buyer beyond scheduled shipment date shall be assessed a one and one-half percent (1½%) per month storage charge for any month, or portion of a month, beyond the scheduled shipment date.
  8. SHIPMENT OF INSTALLMENTS Seller reserves the right to make delivery in installments. Delay in shipment of any installment shall not relieve Buyer of its obligations to accept remaining shipments or shipments under other orders.
  9. DELIVERY NOT IN DISPUTE Any delivery not in dispute shall be paid regardless of other controversies relating to other delivered or undelivered goods. Buyer shall waive failure in shipment or delivery of shortages unless Buyer files a written claim with Seller within ten (10) days after delivery of the goods hereunder.
  10. INCREASED FREIGHT Any increase in freight rates between the date of quotation, which includes transportation costs, and the shipment date shall be borne by Buyer and shall appear as a separate item on the invoice.
  11. PACKAGING OF GOODS Seller will package and prepare the goods for shipment in accordance with its normal procedures. If Buyer requests or requires any additional packaging or preparation other than in conformity with Seller’s normal procedure, Buyer will pay the costs of such additional packaging or preparation, which will be added to and paid in accordance with the purchase price for the goods. Packing for return shipments to Seller must, at a minimum, meet Seller’s normal packaging standards. Returned equipment shall remain the property of Buyer and shall be at Buyer’s risk until received in Seller’s possession
  12. RISK OF LOSS Risk of loss of the goods will pass to the Buyer upon identification of the goods. Identification of the goods will occur upon receipt of a purchase order by Seller from the Buyer. At its own expense, Buyer will purchase and maintain in full force and effect adequate insurance covering risk of loss of the goods, payable to Seller as its interest may appear, for the period, which ends on the payment in full of the purchase price for the goods. If Buyer fails to obtain and keep such insurance in full force and effect, Seller may take out such insurance and pay any premium due or to become due thereon that may remain unpaid, and such amount so paid shall be repaid to Seller by Buyer, or Seller may, at its option, terminate this order by written notice. It is also agreed that Buyer, at its own expense, will and independently seek, adequate insurance coverage with respect to Buyer’s interest in the goods, and Buyer shall not look to Seller for deficiency in insurance coverage, notwithstanding the fact that Buyer may have the right of rejection, or that Seller may be in such default as to constitute a breach.
  13. CONFIDENTIALITY Drawings, specifications and other information submitted with the Seller’s goods or quotation marked as proprietary are confidential to Seller and may not be disclosed to any other party. Such drawings, specifications and other information are for evaluation purposes only and shall not be deemed to form part of the purchase contract or quote
  14. EXCUSED FROM NON-PERFORMANCE The Seller shall not be liable for any failure to deliver or delay in the performance of orders, contracts, or Agreements, or in the delivery or shipment of goods, or for any loss or damages suffered by the Buyer by reason of such delay, when such delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference, statutes, ordinances, regulations, embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, delay or default of common carriers, transportation delays, or without limiting the foregoing or any other cause or causes, whether or not similar in nature to any of these herein before specified or within or without the United States which are beyond its control. All orders or contracts are accepted with the understanding that they are subject to the Seller’s ability to obtain the necessary raw materials, and all orders or contracts as well as shipments applicable thereto are subject to the Seller’s current vendor schedules, failure or curtailment in the Seller’s usual sources of supply, governmental priorities, and other government regulations, orders, directions, and restrictions which may be in effect from time to time which the Seller in its judgment and discretion deems advisable to comply as a public or patriotic duty. Buyer further agrees and affirms that this order is subject to the prompt and timely delivery to Seller of all information requested of Buyer by Seller or required of Buyer by contract, and any delay, failure or conflict arising from such delivery or non-delivery of information will be justification for non-performance by Seller under this paragraph. The Seller shall have the additional right, in the event of the occurrence of any of the above contingencies, at its sole option, to cancel this Agreement or any part thereof without any resulting liability or extend the date of delivery for a period equal to the time actually lost by reason of the delay. Seller to the best of its knowledge and belief is complying with all laws, orders and regulations applicable to the manufacturing of the ordered goods. Seller has no duty to insure and has not advised Buyer on compliance with any laws, orders or regulations applicable to the use of the goods.
  15. WARRANTIES Goods furnished by the Seller are to be within the limits and of the sizes published by the Seller and subject to the Manufacturer’s standard tolerances for variations. All items are inspected before shipment, and should any of said items prove defective due to faults in manufacture or performance under Manufacturer approved applications, or fail to meet the written specifications accepted by the Seller, they will be replaced or repaired by Seller at no charge to Buyer provided return or notice of rejection of such material is made within a reasonable period but in no event longer than one (1) year from date of shipment to Buyer, and provided further, that an examination by Seller discloses to Seller’s reasonable satisfaction that the defect is covered by this warranty and that the Buyer has not returned the equipment in a damaged condition due to Buyer’s or Buyer’s employees’, agents’; or representatives’, negligence and Buyer has not tampered, modified, redesigned, misapplied, abused, or misused the goods as to cause the goods to fail. In addition, this warranty shall not cover damage caused by Buyer’s exposure of the goods to corrosive or abrasive environments. Moreover, Seller shall in no event be responsible for (1) the cost or repair of any work done by Buyer on material furnished hereunder (unless specifically authorized in writing in each instance by Seller), (2) the cost or repair of any modifications added by a Distributor or a third party, (3) any consequential or incidental damages, losses or expenses in connection with or by reason of the use of or inability to use goods purchased for any purpose, and Seller’s liability shall be specifically limited to free replacement, or refund of the purchase price, at Seller’s option, provided return or rejection of the goods is made consistent with this paragraph, and the Seller shall in no event be liable for transportation, installation, adjustment, loss of good will or profits, or other expenses which may arise in connection with such returned goods, or (4) the design of products or their suitability for the purpose for which they are intended or used. Should the Buyer receive defective goods as defined by this paragraph, the Buyer shall notify the Seller immediately, stating full particulars in support of his claim, and should the Seller agree to a return of the goods, the Buyer shall follow Seller’s packaging and transportation directions explicitly. In no case are the goods to be returned without first obtaining a return authorization from the Seller. Any repair or replacement shall be at Manufacturer’s factory, and shall be returned to Seller transportation prepaid by Buyer. If the returned goods shall prove defective under this clause, they will be replaced or repaired by Seller at no charge to Buyer provided the return or rejection of such material is made within a reasonable period, but in no event longer than one (1) year from the date of shipment of the returned goods. If the goods prove to be defective under this paragraph, the Buyer shall remove the goods immediately from the process and prepare the goods for shipment to Seller. Continued use or operation of defective goods is not warranted by Seller and damage occurring due to continued use or operation, shall be for Buyer’s account. Any description of the goods contained in this offer is for the sole purpose of identifying them, and any such description is not part of the basis of the bargain, and does not constitute a warranty that the goods will conform to that description. No affirmation of that fact or promise made by the Seller, whether or not in this offer, will constitute a warranty that the goods will conform to the affirmation or promise. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE GOODS OR THEIR INSTALLATION, USE, OPERATION, REPLACEMENT OR REPAIR, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE; AND THE GOODS ARE BEING PURCHASED BY BUYER “AS IS”. SELLER WILL NOT BE LIABLE BY VIRTUE OF THIS WARRANTY OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM THE USE OR LOSS OF USE OF THE GOODS.
  16. TITLE Title to the goods shall transfer upon shipment from Manufacturer’s factory. Seller gives no warranty that it has any title whatever to the goods or that they are not subject to a security interest, lien or other encumbrance prior to receipt.
  17. AUTHORITY OF SELLER’S AGENTS No agent, employee or representative of Seller has any authority to bind Seller or form a part of the basis of this bargain with any affirmation, representation or warranty concerning the goods sold under this Agreement, unless such affirmation, representation, or warranty made by an agent, employee, or representative of Seller is specifically included within this written Agreement and signed by an officer of the Seller.
  18. NO RESALE OF GOODS In the event of rejection, Buyer shall in no event resell the goods, even in the absence of instruction from Seller. It is agreed that said goods are not perishable and Buyer shall hold the goods without charge to Seller, until such time as Seller may give the Buyer transportation instructions. Should Buyer sell the goods, such sale shall be deemed unequivocal acceptance of the goods. Where the Buyer rejects goods, which the Seller had reasonable grounds to believe would be acceptable, the Seller shall be granted a reasonable time to cure the nonconformity or substitute conforming goods.
  19. RETURNED MATERIAL Standard catalog goods accepted for credit and in excellent condition are subject to a minimum service charge of twenty-five percent (25%) of the invoice amount for restocking plus all transportation charges. Goods built to order are not subject to return for credit under any circumstances. Goods must be received in good condition to receive credit.
  20. INSPECTION Buyer will have the right to inspect the goods on tender by Seller. If Buyer receives the goods or takes possession of them without inspecting, this will constitute a waiver of its right to inspect. Further, Buyer will have the opportunity, at the time and place of inspection, and at its sole expense, to run adequate tests to determine whether the goods are defective. If the Buyer is to use a portion of the goods for the purpose of test and evaluation and said testing damages the goods, the Buyer shall compensate Seller, at the contract prices, for all goods so damaged, although the goods are rejected or unacceptable to buyer. Any expenses incurred by Buyer in the inspection and testing of the goods whether at Seller’s factory or elsewhere will be paid by Buyer, whether or not the goods are rejected as defective. In the event Buyer rejects any shipment of goods, it may elect to retain a part of the shipment and return the balance.
  21. SUB-SUPPLIER TERMS Seller shall not agree to burden its sub-Suppliers with any of Buyer’s Terms and Conditions, unless separately acknowledged in writing by an executive officer of Seller.
  22. DEMAND FOR ASSURANCE OF PERFORMANCE If at any time the financial responsibility of the Buyer becomes impaired or unsatisfactory to the Seller, or in the Seller’s opinion, inadequate to meet the obligations hereunder or the Buyer fails to make any payments in accordance with the terms and provisions hereof, the terms of credit may, at Seller’s option, be changed or withdrawn, and if withdrawn the Seller at its option may require cash or satisfactory security before making shipments or deliveries under this order or subsequent orders.


    If any of the following events occur, but not exclusively, Buyer’s financial responsibility shall be deemed as impaired or unsatisfactory and Seller will have the immediate right to demand assurance from Buyer that payment in full for the goods will be made:
    • Buyer fails to meet its obligations with its other suppliers as they occur.
    • A judgment is entered against Buyer in any court of competent jurisdiction, whether or not such judgment is stayed pending appeal.
    • Buyer suffers a business or financial loss due to a labor dispute, fire, flood, riot, war, embargo, act of God, default of a common carrier, or default of a customer
    • Buyer fails to purchase and maintain adequate insurance coverage for the goods as required by this Agreement
    • Buyer appears to breach an Agreement with Seller.
    • Any other reasonable grounds for insecurity of Buyer’s non-performance
  23. In the event Buyer becomes insolvent before delivery of the goods, he will notify Seller. A failure to notify Seller shall be construed as reaffirmation of Buyer’s solvency at the time of delivery. It is also agreed that upon failure of the Buyer to pay any amount when due or upon any breach of contract by Buyer, or if the Seller is insecure for any reason, the Seller may at its option, without prejudice to any other lawful remedies available to it, suspend further shipments and deliveries under this order and recall goods in transit, retake same, and repossess all goods, which may be stored with Seller for the Buyer’s account, without the necessity of taking any other proceedings, and the Buyer consents that all the goods so recalled, retaken or repossessed shall become the absolute property of the Seller, and no forbearance, course of dealings, or prior payment shall affect this right of the Seller. On proper demand for assurance by Seller, Buyer will within five (5) days after receipt thereof furnish, in an amount sufficient to secure the full payment of the balance of any monies due hereunder on account of the purchase price, either a penalty bond issued by a competent surety company, or post securities or other liquid collateral to be held on account by Seller, to secure the payment of the purchase price for the goods. Buyer’s failure to do so will terminate Seller’s obligations under this Agreement.


    If Buyer becomes bankrupt or insolvent during the period covered by this Agreement and Seller terminates this Agreement in accordance with this clause, Seller shall be entitled to such amounts as are then due under this Agreement. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to Seller because of any default of the Buyer under the Uniform Commercial Code as enacted and in force in the State of Oklahoma on the date of this Agreement.
  24. SOLVENCY OF BUYER By acceptance of this offer, Buyer represents that it is able to pay its debts as they become due, is in fact now paying its debts in the ordinary course of business, is not insolvent within the meaning of the Federal Bankruptcy Act and has not made an assignment for the benefit of creditors. Buyer makes these representations with full knowledge that Seller is relying thereon in extending credit under this offer or subsequent order.
  25. TERMINATION Buyer will strictly observe and comply with all Federal, state, and local laws, ordinances, and regulations, which may govern the manufacture, sale, handling, use and disposal of the goods. If Buyer violates any such laws, ordinances, or regulations or is officially charged with such violation to the detriment or damage of Seller, Seller in its sole discretion may immediately terminate this Agreement and any other existing agreements with Buyer and may refuse to deliver the goods, without prejudice to such other remedies as the Seller may be entitled thereto.
  26. INDEMNIFICATION Seller (including its parent, affiliates, or subsidiaries) will not have any liability for liquidated damages, or for collateral, indirect, consequential, or special damages, including loss of profits or loss of use, for breach of this Agreement or otherwise and the aggregate total liability of any damages under this Order shall in no event exceed the contract price of the individual Article giving rise to the claim (or claims) of liability, whether resulting from delays in delivery or performance, breach of warranty, claims of negligent manufacturing, patent or copyright infringement, or otherwise. Buyer agrees to indemnify and hold harmless Seller from all claims by third parties, which extend beyond the foregoing limitations of Seller’s liability.
  27. DEFECTIVE GOODS In the event any of the goods sold under this Agreement shall allegedly be defective in any respect whatsoever, Buyer shall indemnify and save harmless Seller from all loss or the payment of all sums of money by reason of accidents, injuries or damages to persons or property that may happen or occur in connection with the use or sale of such goods whether or not such goods are found to be defective or otherwise, and the Buyer’s sole remedy shall be as appears herein.
  28. REMEDIES OF SELLER In case of breach by Buyer, Buyer shall be liable for all lost profits of Seller, together with all other rights and remedies of Seller specifically reserved herein or as generally available
  29. EFFECT OF AGREEMENT This order is intended as a final expression of Seller’s and Buyer’s Agreement and is intended also as a complete and exclusive statement of the terms of their Agreement. No course of prior dealings between Seller and Buyer and no usage of the trade and no Terms & Conditions on any confirmation order, acceptance or acknowledgment by Buyer will be relevant or admissible to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in, a course of performance rendered under this, or any prior Agreement, will not be relevant or admissible to determine the meaning of this Agreement even though the Buyer has knowledge of the nature of the performance and opportunity for objection. If the Buyer’s order form and/or specifications are used for the purpose of accepting an offer tendered by Seller, the terms and conditions set forth in Seller’s offer will control and govern insofar as such terms and conditions may in any way conflict with the terms and conditions set forth in such order form or specifications, unless Seller otherwise consents in writing, and the issuance of such order by Buyer will operate as acceptance by Buyer of Seller’s terms. No representations, warranties understandings, or agreements have been made by Buyer or relied upon by Buyer in the making and acceptance of this Agreement other than those specifically set forth in this Agreement.
  30. WAIVER No claim or right of Seller arising out of a breach or default of this Agreement by the Buyer can be discharged in whole or in part by a waiver or renunciation of the claim or right unless Seller’s waiver or renunciation is supported by consideration and is in writing signed by an officer of Seller. Any waiver by the Seller will not be deemed a waiver by Seller or any breach of default of this Agreement by the Buyer, which occurs thereafter.
  31. ASSIGNMENT AND DELEGATIONNo assignment of any right or interest or delegation of any obligation or performance of the Buyer under this order may be made without the prior written consent of Seller. Any attempt assignment or delegation will be wholly void and totally ineffective for all purposes.
  32. INSTALLATION CHARGES The Buyer will pay all costs and expenses incurred, whether by Seller or Buyer, for the installation, and maintenance of the goods, including but not limited to, costs and expenses of the services of Seller’s employees or representatives, special tooling, dies and fixtures, and additional engineering.
  33. ADVICE OF SELLER The advice of the technical staff of Seller is available to the trade at a reasonable cost, but the Seller, not controlling or supervising the subsequent manufacture, fabrication, or installation of goods or their use after sale, does not warrant or guarantee such advice
  34. TAXES The purchase price for the goods is exclusive of any and all federal, state, and local taxes, including but not limited to, sales, use, excise, income, occupation, or other taxes. Whenever applicable or practicable, such taxes will be added to the invoice as a separate charge to be paid by the Buyer, or in lieu thereof the Buyer will provide Seller with a tax exemption certificate acceptable to the relevant taxing authorities.
  35. PATENT INFRINGEMENT In the event Buyer provides material, specifications, drawings, instructions or the like, or Buyer uses the goods with another article or material or in a particular manner not specified by Seller, Buyer agrees to defend, protect and hold harmless Seller from and against any and all suits at law or in equity, and from all damages, claims, and demands for actual or alleged infringement of any United States or foreign patent, and to defend any suit or actions and reimburse all attorney’s fees incurred by Seller in defense of such suits or actions which may be brought against Seller for an alleged patent infringement because of the manufacture and/or sale of the goods in accordance with Buyer’s instructions, specifications, drawings, or the like, or use of material provided by Buyer.


    Further, the Buyer will hold Seller free and harmless from, and release and not make claim or suit against Seller because of any suits, claims, losses, or other liability made against, or suffered by, the Buyer arising from any claim or infringement of patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or of unfair competition, resulting from, or occasioned by, the Buyer’s use, possession, sale, manufacture, or delivery of goods made by Seller to Buyer’s instructions, specifications, drawings or the like. The Buyer will notify Seller in writing of the commencement of any suit against the Buyer covered by this paragraph.


    In case the goods, or any part thereof, are held to constitute an infringement and the use of such goods enjoined, the Buyer shall hold the Seller harmless and shall not make claim against Seller for non-infringing goods or procure for Buyer the legal right to continue using said goods. Seller will have the right to participate in any suits or actions described in this paragraph, and no settlement, discontinuance or judgment may be entered without advising and consulting with Seller.
  36. CANCELLATION OF ORDERThe Buyer will be obligated to accept any goods shipped or delivered by Seller prior to cancellation, suspension or extension of the order. Any reduction in quantities ordered shall constitute a partial cancellation subject to this paragraph. Any attempt by Buyer to unilaterally revoke acceptance for any reason whatsoever after it has accepted any shipment, shall constitute a breach of this Agreement. For purposes of this paragraph, acceptance shall be any waiver of inspection, use or possession of goods, payment of the invoice, or any indication of exclusive control exercised by Buyer.
  37. GOVERNING LAW This Agreement will be construed and governed by the Uniform Commercial Code as adopted in the State of Oklahoma as effective and in force on the date of this Agreement, and by the laws of the State of Oklahoma. All rights and remedies afforded Seller under this Agreement or the Uniform Commercial Code shall be cumulative.
  38. LOCATION OF LEGAL PROCEEDINGSIf legal or arbitration proceedings are necessary to enforce this Agreement, the proceedings shall occur in the county of residence of Integrated Controls, Inc., Tulsa County, State of Oklahoma.
  39. DRAWINGS AND SPECIFICATIONSSeller may retain for its records and for its use, a copy of all drawings, specifications, operation manuals, and other documentation produced by it on behalf of the Buyer with respect to the manufacture, installation and use of the goods. All templates, gauges and other equipment used by Seller in the manufacture of the goods will remain the sole and exclusive property of Seller. Furthermore, all drawings, specifications, materials and equipment furnished by the Buyer to Seller for use in the manufacture of the goods will be retained by and become the property of Seller
  40. GENERALLY REFERENCED SPECIFICATIONS All generally referenced documents, drawings, catchall requirements, specifications, and the like are acceptable only to the extent applicable portions of the generally referenced documents, are specifically cited within the body of the order or cognizant specification
  41. USE OF BUYER’S NAME If Buyer accepts this offer, Seller will have the right to use and identify the Buyer’s name, and Buyer’s application of Seller’s product, in any of Seller’s advertising materials or literature.
  42. ARBITRATION Unless otherwise provided in this Agreement, any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will first be submitted to mediation, and if that should fail, to arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction of the controversy or claim.
  43. LITIGATION COSTS If any litigation or arbitration is commenced between Seller and the Buyer, or their personal representatives, concerning any provision of this Agreement, the party prevailing in the litigation or arbitration is entitled, in addition to such other relief that is granted, to a reasonable sum as and for their costs and attorney’s fees incurred in such litigation or arbitration.
  44. EXPORTS Purchaser hereby agrees to comply fully with all applicable U.S. [and non-U.S.] sanctions and export control laws and regulations, including without limitation those regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), Department of State’s International Traffic in Arms Regulations (“ITAR”), and the U.S. Commerce Department’s, Bureau of Industry and Security (“BIS”). Specifically, Purchaser covenants that it shall not—directly or indirectly—sell, provide, export, reexport, transfer, divert, loan, lease, consign, or otherwise dispose of any product, services, software, source code, or technology (collectively, “Products”) received from Seller under this Agreement to any person, entity, or destination, or for any activity or use prohibited by the laws or regulations of the United States [or any other country], without obtaining prior authorization from the competent government authorities as required by those laws and regulations.


    To the extent required under U.S. law, Purchaser further covenants to screen all customers and business partners against all relevant U.S. Government lists of persons denied export privileges or otherwise subject to trade, export, or financial sanctions, before providing or agreeing to provide any Products to any person.


    Purchaser’s breach of this sanction and export compliance provision(s) shall constitute cause for immediate termination of this Agreement. Purchaser agrees to indemnify and hold harmless Seller for Purchaser’s non-compliance with these controls in connection with the Products. This provision shall survive termination or cancellation of this Agreement.
  45. SEVERABILITY If any of the provisions, or portions thereof, of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, will not be affected, impaired or invalidated.
  46. CAPTIONS The subject headings of the paragraphs of this offer are included for purposes of convenience only, and will not affect the construction or interpretation of any of its provisions.

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