T&C's

KRANNICH SOLAR EAST, LLC & KRANNICH SOLAR WEST, LLC

General Purchasing Terms and Conditions

 

Our General Terms and Conditions of Performance, which are binding for Krannich Solar East,

LLC and Krannich Solar West, LLC are available for download as a printable pdf document:

General Terms and Conditions (PDF)

 

1. Applicability

These General Purchasing Terms and Conditions (the “Terms”) of Krannich

Solar East, LLC (“Krannich East”) and Krannich Solar West, LLC (“Krannich West”

and together with Krannich East, the “Buyer”) apply to all purchases of goods (the

“Goods”) or services (“Services”) from the party to whom these Terms are addressed

below (the “Seller”) and to each purchase order issued by Buyer to Seller (in each case,

the “Order”), to which Order(s) these Terms are hereby incorporated as if set forth in

full therein. The Order, together with these incorporated Terms, 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. Except as otherwise provided herein, 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. These Terms apply to any repaired or replacement Goods and

repaired or re-performed Services provided by Seller hereunder. Buyer is not obligated

to any minimum purchase or future purchase obligations under the Order.

 

 

2. Acceptance

The Order is not binding on Buyer unless Seller accepts the Order in

writing within 5 business days of receipt. Buyer may withdraw the Order at any time

before it is accepted by Seller.

 

 

3. Delivery Date

(a)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, 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 on the Delivery Date. Buyer has the right to return any Goods delivered prior

to the Delivery Date at Seller’s expense and Seller shall redeliver such Goods on the

Delivery Date.

(b)Seller shall provide the Services to Buyer as described and in accordance with the

Order and in accordance with the terms and conditions set forth in these Terms.

(c)Seller acknowledges that timely delivery and performance of the Goods and the

Services is of the essence hereunder.

 

 

4. Quantity

If Seller delivers more or less than the quantity of Goods ordered, Buyer

may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller

at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the

delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be

adjusted on a pro-rata basis.

 

 

5. 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.

 

6. Shipping Terms

Delivery shall be made DDP (Buyer’s warehouse) Incoterms 2010.

Seller shall give written notice of shipment 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, air waybill/bill of lading and any other documents

necessary to release the Goods to Buyer within 3 business days after Seller delivers

the Goods to the transportation carrier. The Order number must appear on all shipping

documents, shipping labels, bills of lading, air waybills, invoices, correspondence and

any other documents pertaining to the Order. The bill of lading shall further contain

Goods article numbers, types and quantities, container number (if applicable), weight

and volume in cubic meters.

 

 

7. Title and Risk of Loss

Title passes to Buyer upon delivery of the Goods to the Delivery

Location. Seller bears all risk of loss or damage to the Goods until delivery of the

Goods to the Delivery Location.

 

 

8. 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. Any return of such packaging material

shall be made at Seller’s expense.

 

 

9. Stock levels

Seller shall, upon Buyer’s request and at no cost to Buyer, maintain

sufficient stock levels of Goods to provide flexibility, respond rapidly to increases in

Buyer’s demand and to restore Buyer’s inventory holding such stock levels as reasonably

required or, if higher, the stock levels as specified in any written agreement.

 

 

10. Change Orders

Buyer may at any time, by written instructions and/or drawings issued

to Seller (each a “Change Order”), order changes to the Goods and Services. Seller

shall within 7 days of receipt of a Change Order submit to Buyer a firm cost proposal

for the Change Order. If Buyer accepts such cost proposal, Seller shall proceed with the

changes subject to the cost proposal and the terms and conditions of the Order. Seller

acknowledges that a Change Order may or may not entitle Seller to an adjustment in

Seller’s compensation or the performance deadlines under the Order.

 

 

11. Subcontractors

Seller shall obtain Buyer’s written consent, which may be given or

withheld in Buyer’s sole discretion, prior to entering into agreements with or otherwise

engaging any person or entity, including all subcontractors and affiliates of Seller,

other than Seller’s employees, to provide any Goods or Services to Buyer (each such

approved subcontractor or other third party, a “Permitted Subcontractor”). Buyer’s

approval shall not relieve Seller of its obligations under the Order, and Seller shall

remain fully responsible for the performance of each such Permitted Subcontractor

and its employees and for their compliance with all of the terms and conditions of

the Order as if they were Seller’s own employees. Nothing contained in the Order shall

create any contractual relationship between Buyer and any Seller subcontractor or

supplier. Seller shall require each Permitted Subcontractor to be bound in writing by the

confidentiality provisions of the Order, and, upon Buyer’s written request, to enter into a

non-disclosure or intellectual property assignment or license agreement in a form that

is reasonably satisfactory to Buyer.

 

 

12. Seller‘s Obligations Regarding Services

Seller shall:

(a) before the date on which the Services are to start, obtain, and at all times during

the term of the Order, maintain, all necessary licenses and consents and comply with

all relevant laws applicable to the provision of the Services;

(b) comply with all rules, regulations and policies of Buyer, including security procedures

concerning systems and data and remote access thereto, building security procedures,

including the restriction of access by Buyer to certain areas of its premises or

systems for security reasons, and general health and safety practices and procedures;

(c) maintain complete and accurate records relating to the provision of the Services

under the Order, including records of the time spent and materials used by Seller in providing

the Services in such form as Buyer shall approve. During the term of the Order

and for a period of two (2) years thereafter, upon Buyer‘s written request, Seller shall

allow Buyer to inspect and make copies of such records and interview Seller personnel

in connection with the provision of the Services;

(d) ensure that all persons, whether employees, agents, subcontractors, or anyone

acting for or on behalf of the Seller, are properly licensed, certified or accredited as required

by applicable law and are suitably skilled, experienced and qualified to perform

the Services;

(e) ensure that all of its equipment used in the provision of the Services is in good

working order and suitable for the purposes for which it is used, and conforms to all

relevant legal standards and standards specified by the Buyer; and

(f) keep and maintain any Buyer equipment in its possession in good working order

and shall not dispose of or use such equipment other than in accordance with the

Buyer‘s written instructions or authorization.

13. 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.

 

 

14. Inspection by Buyer and Rejection of Nonconforming Goods

The Buyer has the right to inspect the Goods on or after the Delivery Date.

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 25. Any inspection or other action by Buyer under this Section 14

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.

 

 

15. Inspection by Seller, Audit and Records

(a) Seller shall inspect the Goods before shipment and record in durable form time and

date; means of inspection; name and position of the inspector; and inspection results

(“Seller Inspection Records”).

(b) Seller shall archive, at no cost to Buyer, Seller Inspection Records according to

applicable law, regulations and ordinances but in no case for less than ten (10) years

after the date of inspection.

(c) Seller shall archive, at no cost to Buyer, any design and production documentation

pertaining to the Goods (“Seller Goods Records”) for no less than ten (10) years after

the date of production.

(d) Upon request by Buyer, Seller shall make any Seller Inspection Records and Seller

Goods Records available (i) for review, or (ii) for use in any litigation by Buyer or

Buyer’s representatives.

(e) During the term of the Order (i) Buyer or its representatives may on request and

during regular business hours, at its own expense, inspect Seller’s facilities (ii) Seller

shall notify of the revocation, withdrawal or similar action pertaining to any permits or

licenses regarding Seller’s facilities and send to Buyer all third-party inspection reports

pertaining to Seller’s facilities; (iii) Seller shall make any Seller Inspection Records

available for review by Buyer or Buyer’s representatives; and (iv) Seller shall require

its suppliers that supply parts or components for the Goods to follow inspection,

recording, and archive requirements no less stringent than the requirements set forth

in this Section 15.

 

 

16. Price. The price of the Goods and Services 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, 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 or excise taxes. 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. Seller represents and warrants that the price for the Goods is the lowest

price charged by Seller to any of its external buyers for similar volumes of similar

Goods. If Seller charges any other buyer a lower price, Seller must apply that price to all

Goods under the Order. If Seller fails to meet the lower price, Buyer, at its option, may

terminate the Order without liability pursuant to Section 25 hereof.

 

 

17. Payment Terms

Seller shall issue an invoice, separately from the Goods, to Buyer

on or any time after the completion of delivery and only in accordance with the Terms,

containing at a minimum the following information: (i) names and addresses of the

parties to the Order, (ii) Seller’s tax identification number, (iii) number and date of

order, (iv) supplier number, (v) additional customer data, (vi) delivery location(s), (vii)

number and date of delivery docket, (viii) quantity of Goods invoiced, (ix) Goods country

of origin, (x) and payment instructions of Seller (a conforming invoice so issued,

an “Invoice”). Buyer shall pay properly invoiced amounts due to Seller within 14 days

(minus 3% Rebate) after receipt of the invoice or within 45 days without reduction. For

purposes of clarification, if Buyer makes payment within 14 days from Buyer’s receipt

of such Invoice, Buyer shall be entitled to deduct 3 percent from the amount of the

Invoice (“Early Payment Discount”), and Seller acknowledges that any such payment

after deducting the Early Payment Discount constitutes payment in full of the invoiced

amount. Buyer shall make all payments hereunder in US dollars by check, electronic

transfer or wire transfer. In the event of a payment dispute, Buyer shall deliver a

written statement to Seller no later than 5 days prior to the date payment is due on the

disputed Invoice listing all disputed items and providing a reasonably detailed description

of each disputed item. Amounts not so disputed are deemed accepted and must be

paid, notwithstanding disputes on other items, within the period set forth in this Section

17, subject to Section 18 hereof. The parties shall seek to resolve all such disputes

expeditiously and in good faith. Seller shall continue performing its obligations under

the Order or any other Buyer order notwithstanding any such dispute.

18. Setoff. 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.

 

 

19. Warranties

(a) Seller warrants to Buyer that for a period of twenty-four (24) months from the

Delivery Date, all Goods will: (i) be free from any defects in workmanship, material and

design; (ii) conform to applicable specifications, drawings, designs, samples and other

requirements specified by Buyer; (iii) be fit for their intended purpose and operate as

intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or

other encumbrances; and (vi) not infringe or misappropriate any third party’s patent

or other intellectual property rights. Seller warrants to Buyer that the Goods comply

with all applicable laws, regulations and ordinances of the Delivery Location and the

intended location of use of the Goods, if such location of use is known to Seller or if

Buyer notified Seller of such location in the Order or otherwise before delivery. These

warranties survive any delivery, inspection, acceptance or payment of or for the Goods

by Buyer.

(b) Seller warrants to Buyer that it shall perform the Services using personnel of required

skill, experience and qualifications and in a professional and workmanlike manner

in accordance with generally recognized industry standards for similar services and

shall devote adequate resources to meet its obligations under these Terms and the

Order.

(c) The warranties set forth in this Section 19 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 or Services with

the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this

Section 19, Seller shall, at its own cost and expense, and at Buyer’s option, promptly

(i) replace or repair the defective or nonconforming Goods and pay for all related

expenses, including, but not limited to, transportation charges for the return of the

defective or nonconforming Goods to Seller and the delivery of repaired or replacement

Goods to Buyer, and, if applicable, (ii) repair or re-perform the applicable Services.

 

 

20. Spare Parts

Seller agrees that it will, for a period of ten (10) years after the last

delivery of Goods under the Order, make available and sell to Buyer all necessary

replacement parts and spare parts (together, “Spare Parts”)for the Goods, at prevailing

price, delivery and payment terms, required for maintenance and repair of the Goods.

The parties acknowledge that in the event that Spare Parts consisting of or including

components manufactured by a third party supplier and not manufactured by Seller

cease to be available from such third party supplier, Seller shall be entitled to identify a

suitable replacement or work-around solution for such Spare Parts. After such ten (10)-

year period has expired, Buyer may request that Seller continue to supply Spare Parts

and, if Seller does not choose to continue to supply such Spare Parts, Seller agrees to

provide Buyer, upon Buyer’s request therefore, with an opportunity for Buyer to make

final purchases of any Spare Parts then in the possession of Seller and supply Buyer

with copies of all manufacturing drawings of Spare Parts that are manufactured by

Seller so that Buyer can maintain the Goods, provided that Buyer shall only be able to

use such drawings to make or have made Spare Parts for Goods supplied by Seller and

for no other purpose.

 

 

21. General Indemnification

Seller shall defend, indemnify and hold harmless Buyer

and Buyer’s parent company, their subsidiaries, affiliates, successors or assigns and

their respective directors, officers, shareholders and employees and Buyer’s customers

(collectively, “Indemnitees”) against any and all loss, injury, death, damage,

liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or

expense, including reasonable attorney and professional fees and costs, and the cost

of enforcing any right to indemnification hereunder and the cost of pursuing any insurance

providers (collectively, “Losses”) arising out of or occurring in connection with

the Goods and Services purchased from Seller or Seller’s negligence, willful misconduct

or breach of the Terms. Seller shall not enter into any settlement without Buyer’s or

Indemnitee’s prior written consent.

 

 

22. Intellectual Property Indemnification

Seller shall, at its expense, defend, indemnify

and hold harmless Buyer and any Indemnitee against any and all Losses arising

out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession

of the Goods or use of the Services infringes or misappropriates the patent, copyright,

trade secret or other intellectual property right of any third party. In no event shall

Seller enter into any settlement without Buyer’s or Indemnitee’s prior written consent.

 

 

23. Insurance

During the term of the Order and for a period of five (5) years thereafter,

Seller shall, at its own expense, maintain and carry insurance in full force and effect

which includes, but is not limited to, commercial general liability (including bodily

injury and property damage and product liability) in a sum no less than $10,000,000

per occurrence and $20,000,000 in the aggregate with financially sound and reputable

insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of

insurance from Seller’s insurer evidencing the insurance coverage specified herein. The

certificate of insurance shall name Buyer as an additional insured. Seller shall provide

Buyer with 30 days’ advance written notice in the event of a cancellation or material

change in Seller’s insurance policy. Except where prohibited by law, Seller shall require

its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the

Indemnitees.

 

 

24. 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. 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.

 

 

25. Termination

In addition to any remedies that may be provided under these Terms,

Buyer may terminate the Order, in whole or in part, at any time with or without cause

for undelivered Goods or unperformed Services with immediate effect upon 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 the Seller,

either before or after the acceptance of the Goods or Seller’s delivery of the Services,

if Seller has not performed or complied with any of these Terms, in whole or in part.

If the 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 the 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 and Services

accepted by Buyer prior to the termination.

 

 

26. Limitation of Liability

Nothing in the Order shall exclude or limit (a) Seller’s liability

under Sections 19, 21, 22 and 28 hereof, or (b) Seller’s liability for fraud, personal

injury or death caused by its negligence or willful misconduct.

 

 

27. 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.

 

 

28. Confidential Information

(a) All non-public, confidential or proprietary information of the Buyer, including, but

not limited to, specifications, samples, patterns, designs, plans, drawings, moulds, models,

templates, tools, samples, 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 28(a). This Section 28(a)

shall not apply to information that is: (a) in the public domain; (b) known to the Seller

at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential

basis from a third party. To the extent there is an inconsistency between this Section

28(a) and any separate confidentiality or non-disclosure agreement between the

parties, such confidentiality or non-disclosure agreement controls.

(b) Any moulds, models, tools, machinery, drawings, plans, lithographs and data

created by Seller (“Seller Confidential Order Fulfillment Information”) or provided by

Buyer (“Buyer Confidential Order Fulfillment Information”) to perform the Order are

confidential, solely for the use of performing the Order, and may not be disclosed

unless authorized by Buyer in writing. Seller Confidential Order Fulfillment Information

becomes property of Buyer upon payment of the Order Invoice, as the case may be,

and Seller shall store any Seller Confidential Order Fulfillment Information at no cost

to Buyer until Buyer takes possession of such Seller Confidential Order Fulfillment Information.

Buyer Confidential Order Fulfillment Information remains property of Buyer

and Seller shall return such Buyer Confidential Order Fulfillment Information to Buyer

without delay upon termination of the Order, non-acceptance of the Order pursuant to

Section 2, and at any time upon Buyer’s request.

 

 

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, changes in market conditions or a Permitted

Contractor’s inability to perform under the Order 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 14 business days,

Buyer may terminate the Order immediately by giving written notice to Seller.

 

 

30. Reference Supplier

Buyer may designate Seller as a reference supplier by giving

notice of such designation to Seller (“Reference Designation”). Seller hereby grants to

Buyer a fully paid, non-exclusive, royalty-free, irrevocable right and license, exercisable

only upon the occurrence of the Reference Designation, to use Seller’s name, trade names,

logos and similar intellectual property of Seller in connection with the promotion,

advertising, distribution, and sale of Buyer’s products worldwide. Buyer may exercise

any or all of its rights under this license through one or more of its affiliates.

 

 

31. 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 31 shall be null and void. No

assignment or delegation shall relieve the Seller of any of its obligations hereunder.

 

 

32. Relationship of the Parties

The relationship between the parties is that of independent

contractors. Nothing contained in the Order or hereunder 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.

 

 

33. No Third-Party Beneficiaries

The Order is for the sole benefit of the parties hereto

and their respective successors and permitted assigns and nothing therein, 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, or under or by reason of

these Terms.

 

 

34. Governing Law

All matters arising out of or relating to the Order shall be governed

by and construed in accordance with (i) in case of Orders by Krannich East, the

internal laws of the State of New Jersey, without giving effect to any choice or conflict

of law provision or rule (whether of the State of New Jersey or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than those of the

State of New Jersey; and (ii) in case of Orders by Krannich West, the internal laws of

the State of California, without giving effect to any choice or conflict of law provision or

rule (whether of the State of California or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than those of the State of California.

The United Nations Convention on Contracts for the International Sale of Goods (CISG)

and the United Nations Convention on the Limitation Period in the International Sale of

Goods shall not apply to this Agreement.

 

 

35. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or

relating to the Order shall (i) in case of Orders by Krannich East, be instituted in the

United States District Court for the District of New Jersey or the courts of the State of

New Jersey located in the City of Camden and County of Camden; and (ii) in case of Orders

by Krannich West, be instituted in the United States District Court for the Southern

District of California or the courts of the State of California located in the City of Vista

and County of San Diego. Each party irrevocably submits to the exclusive jurisdiction of

such courts, as the case may be, in any such suit, action or proceeding.

 

 

36. Cumulative Remedies

The rights and remedies under the Order, including for the

avoidance of doubt these Terms, 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.

 

 

37. Notices

All notices, request, consents, claims, demands, waivers and other communications

related to the Order (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.

 

 

38. Severability

If any term or provision of the Order, including for the avoidance of

doubt these Terms, 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.

 

 

39. Survival

Provisions of the Order, including for the avoidance of doubt these

Terms, 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: Inspection by Seller, Audits and Records; Setoff; Warranties; General Indemnification;

Intellectual Property Indemnification; Insurance; Compliance with Laws;

Confidential Information; Assignment; Governing Law; Submission to Jurisdiction and

Survival.

SELLER:

[SELLER NAME]

[SELLER ADDRESS]

__________________________

By:

Title:

Date:

 

Stand 10/2018