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Vendor T&C


Terms and Conditions

1. Acceptance

This purchase order is an offer by the company identified on the face of this purchase order (the "Buyer") for the purchase of the goods (the "Goods") or services (the “Services”) specified, 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") as well as all relevant materials, policies, guidelines, and instructions on The provisions of these terms and conditions or the applicable Vendor Purchasing Guide may be modified by the Buyer at any time. Such modifications will be posted on the Buyer’s  website or otherwise provided to Seller and shall be binding upon the parties from the date of such posting or provision to Seller, whichever date comes first.

This Order will be deemed accepted by the Seller upon the first of the following to occur: (a) Seller making, signing, or delivering to Buyer any letter, form, or other writing or instrument acknowledging acceptance; (b) any performance by Seller under the Order; or (c) the passage of ten (10) days after Seller’s receipt of the Order without written notice to Buyer that Seller does not accept. This 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, unless a separate overriding written contract has been entered into and signed by the parties. The Order expressly limits Seller's acceptance to the terms of the Order. These Terms expressly exclude any of Seller's terms and conditions of sale or any other document issued by Seller in connection with this Order.

2. Shipping Delivery

Unless otherwise specified by Buyer, Seller will package and pack all goods in a manner that is (i) in accordance with good commercial practice, (ii) acceptable to common carriers for shipment at the lowest rate for the particular goods, (iii) in accordance with applicable shipping and packaging laws and regulations, and (iv) adequate to insure safe arrival of the goods at the named destination.

Seller shall deliver the Goods and/or perform the Services at the delivery point (the “Delivery Location”), and on the date(s) specified in this Order (the "Delivery Date"). If no delivery date is specified, Seller shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence.

If Seller fails to deliver the Goods or Services in full, on the Delivery Date, Buyer may terminate the Order(s)  immediately and Seller shall indemnify Buyer against any losses, damages, and reasonable costs and expenses attributable to Seller's failure to deliver.

If a shipment will not meet the Delivery Date, and Buyer still elects to accept the merchandise, 

Seller shall comply with the following procedures and shall bear the expense of any difference in freight costs for the premium transportation, provided that in each case Seller must receive written approval from Buyer in order to ship the Goods.*

For FOB Sellers :

Any delivery after the original X-factory date shipping window must be communicated to the Buyer and warehouse team. Seller must receive written approval from the Buyer in order to ship the Goods. 

Failure to ship on the agreed upon X-Factory date will result in chargebacks;

  • $1,000 minimum chargeback
  • 3-5 days late- 5% of total cost of order will be charged back
  • 6-9 days late- 10% of total cost of order will be charged back
  • 10- 29 days late - The Seller is required to pay the difference between the costs of a sea shipment and an air shipment to Buyer’s final destination. The Seller must ensure best and most efficient delivery.
  • 1 Month late (30 days late) - Buyer has the right to cancel all or any orders of choice without incurring any liability. The Seller must agree to compensate the Buyer for expenses incurred and loss of profit. Ivory Ella retains the sole right to terminate the Order completely or accept partial or complete delivery on terms to be agreed upon between the Vendor and Ivory Ella. 

For DDP Sellers :

Any delivery after the original NDC (in-warehouse date) must be communicated to the Buyer and warehouse team in advance. 

Failure to ship on the agreed upon NDC date will result in chargebacks;

  • $1,000 minimum chargeback
  • 3-5 days late- 5% of total cost of order will be charged back
  • 6-9 days late- 10% of total cost of order will be charged back. 
  • 10-29 days late - 15%  of total cost of order will be charged back. 
  • 30+ days late - 30% of total cost of order will be charged back. Buyer also has the right to cancel all or any orders of choice without incurring any liability. The Seller must agree to compensate the Buyer for expenses incurred and loss of profit. Ivory Ella retains the sole right to terminate the Order completely or accept partial or complete delivery on terms to be agreed upon between the Vendor and Ivory Ella. 


A vendor chargeback form will be issued each time a vendor violates the Ivory Ella chargeback

guidelines. All questions must be submitted in email to the Ivory Ella buyer(s) within 30 days.

3. Inspection

Buyer reserves the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may reject all or any portion of the Goods if it determines the Goods are defective or nonconforming. 

Buyer may refuse delivery or return the merchandise F.C.A. Buyer’s dock for:

(a)   Shipments arriving before or after the Delivery Date specified in the purchase order, time being of the essence of each purchase order;

(b)  Shipments of less than or in excess of quantities ordered;

(c)   Merchandise which is not according to sample or which is not specified in the purchase order;

(d)  Merchandise which is not as represented or as warranted, including as set forth in Section 9;

(e)   Shipments which are not in compliance with the provisions of the applicable Vendor Purchasing Guide[DE2] , including without limitation all quality standards, labeling requirements, transportation terms and conditions, packing instructions, invoicing instructions, US or Canada customs requirements, and child or forced labor requirements;

(f)   Merchandise which for any reason, except payment of applicable duties and tariffs, will not be cleared for entry, or has been detained or seized, by the applicable customs authority for any reason, including reasons related to child or forced labor; and

(g)  Merchandise which has quality or safety defects and/or is recalled for any reason.

All merchandise furnished under any purchase order shall be subject to inspection and testing by representatives of Buyer, its customers or agents, and may be rejected and returned to Seller at Seller’s cost when found to be defective, or otherwise subject to return as set forth above, at any time prior to resale, or at any time after resale if Buyer’s customer is allowed a refund or credit. If a shipment, or any portion of a shipment, is determined by sampling procedures to include merchandise that is defective or otherwise subject to return as set forth above, the entire shipment or portion may be rejected and returned to the Seller at Seller’s cost. At the option of the Buyer in its sole discretion, any rejected or returned merchandise or shipment shall be subject to refund, repair by Buyer or Seller, or replacement by Seller, at Seller’s cost. Payments for merchandise prior to inspection shall not constitute acceptance and Buyer reserves the right to hold for Seller or return to Seller, at Seller’s expense, any rejected merchandise. If Buyer requires replacement of the Goods, pursuant to Section 4, Seller shall promptly replace the nonconforming 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 this Order for cause pursuant to Section 8. Any inspection or other action by Buyer under this Section shall not affect Seller's obligations under the Order, and Buyer shall have the right to further inspection after Seller takes remedial action.  

4. Price and Payment

The price of the Goods or Services is the price stated on the face of this Order (the “Price”). Payment terms are FOB. Any deposit requests must be agreed to in writing. Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order.

Unless otherwise specified by Buyer or required by law, payment terms shall be net sixty (60) days. Payment terms will be calculated from the receipt of goods or receipt of invoice, whichever is later. For purchase orders with “End of Month” payment terms, any shipments received after the 20th of the month will be considered next month’s business. Payments will be issued in the currency listed on the purchase order on the next possible payment run following the due date after the shipment has been received and the invoice has been reconciled. Buyer reserves the right to offset any amounts claimed by Buyer against any amounts otherwise due Seller. 

5. Warranties

Seller warrants to Buyer that for a period of eighteen (18) months from the Delivery Date, all Goods, Services or Goods furnished in connection with Services will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party's intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment. 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. If Buyer gives Seller notice of noncompliance, Seller shall, at its own cost and expense, promptly replace or repair the nonconforming Goods or Services.

6. Compliance

Seller represents and warrants that it is in compliance with and all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Seller shall comply with any provisions, representations, or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any Order. Seller shall be required to obtain and pay for any license, permit, inspection or listing by any public body or certification organization required in connection with the manufacture, performance, completion or delivery of any good and/or service.

Seller warrants and certifies that the merchandise shipped under any purchase order is fit and safe for the use for which it was manufactured and that said merchandise or the resale thereof by Buyer does not and will not violate any federal, state/provincial or local laws, regulations, orders or ordinances of the country of origin and the country of destination. Seller will take affirmative actions to proactively ensure that its supply chain is in compliance with all applicable laws and regulations.

Seller warrants and certifies that it does not and will not in violation of applicable law, custom or practice (a) discriminate in hiring on the basis of race, color, national origin, gender, age, religion or sexual orientation or any other basis protected by law, (b) utilize, through its own operation or its manufacturers, use in the operation of its business any involuntary labor of any kind including child labor, prison labor, indentured or bonded labor, or labor obtained through human trafficking, coercion or slavery, (c) fail to comply with applicable wage and hour laws, including those related to minimum wage, overtime, legally mandated benefits or the accurate recording of hours worked, or (d) participate in any payment or authorization practices in violation of any applicable anti-corruption, anti-bribery or anti-money laundering laws or regulations, including but not limited to the Federal Foreign Corrupt Practices Act (United States) or the Foreign Public Officials Act (Canada).

Seller warrants and certifies that neither Seller nor any party working on Seller’s behalf is a Sanctioned Person or engages in any dealings, directly or indirectly, with a Sanctioned Person or Sanctioned Territory in connection with this purchase order, and no Sanctioned Person has any interest of any nature whatsoever in Seller or any party working Seller’s behalf. "Sanctioned Territory" means a territory subject to comprehensive sanctions of the US government (i.e., the Crimea region, Cuba, Iran, North Korea, and Syria as of September 2020, subject to change). “Sanctioned Person” means a person, entity or government (i) identified on the Specially Designated Nationals and Blocked Persons List maintained by the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) or who is 50% or more owned by such persons, and/or any similar list maintained pursuant to any statute, Executive Order or regulation and/or (ii) subject to trade restrictions under United States law, including, without limitation, the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., the Countering America's Adversaries with Sanctions Act, 22 U.S.C. 9401 et seq., The Tariff Act of 1930, 19 U.S.C. § 1202 et seq., and any Executive Orders or regulations promulgated under any relevant laws.

 Seller warrants and certifies that the merchandise shipped under any purchase order, including packaging and labeling:

(a)   Was produced and processed in strict compliance with all applicable federal, state/provincial or local laws, regulations, orders, testing requirements, and ordinances of the country of origin and the country of destination, including but not limited to environmental or hazardous substance, labor, trade sanctions, export, import/customs, and wage and hour (including minimum wage and overtime) laws and regulations;

(b)  Does not and will not, and will be produced in a manner that does not and will not, infringe or violate any intellectual property or other proprietary rights, including without limitation: any patent, trademark, service mark, trade dress, trade name, copyright, trade secret, right of privacy, license, publicity or moral right, or utilize any manufacturing or administrative process that would infringe or violate any such right, and Seller has not received any notification of and has no knowledge of any basis upon which a third party could claim or contest the intellectual property in Seller’s merchandise;

(c)   Is accurately labeled and clearly identifies the country of origin;

(d)  Is labeled in accordance with and complies in all respects with any and all applicable laws, regulations, orders and ordinances, including without limitation:


                                            (i) For merchandise shipped to the United States: any applicable rules of the Federal Trade Commission, the Consumer Products Safety Commission and the Department of Health, Education and Welfare, including care labeling requirements, and the requirements of each of the following Acts to which it may be subject: The Federal Food, Drug and Cosmetic Act, the Wool Products Labeling Act of 1939, the Fair Packaging and Labeling Act, the Fur Products Labeling Act, the Textile Fiber Products Identification Act, the Federal Hazardous Substances Act and the Flammable Fabrics Act, the California Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65).

                                           (ii) For merchandise shipped to Canada: any applicable rules of the Competition Bureau, Health Canada and the Canadian Food Inspection Agency, including but not limited to care labeling requirements, and the requirements of each of the following Acts to which it may be subject: the Food and Drugs Act, the Consumer Packaging and Labelling Act, the Canada Consumer Product Safety Act, and the Safe Food for Canadians Act.


(e)   Is processed, packed and shipped in accordance with:


                                            (i) All applicable supply-chain security requirements that the merchandise’s country of destination may adopt such as the U.S. Customs-Trade Partnership Against Terrorism (C-TPAT) or the Canadian Partners in Protection (PIP) Program; and

                                           (ii) All applicable federal, state/provincial and local hazardous material transportation laws and regulations of the country of destination.


As between Buyer and Seller, Seller is solely responsible for ensuring merchandise is properly labeled as required by law. If Seller’s merchandise requires a specific label or warning, Seller must deliver such merchandise to Buyer with the necessary label or warning affixed to the product or consumer packaging. Buyer is not responsible for labeling merchandise. Buyer may provide an option to display certain label or warning information in connection with the sale of Seller’s product (such as displaying a Proposition 65 warning on, provided:

(a)   Seller must provide Buyer with the information requested and in the manner specified by Buyer in the Vendor Purchasing Guide,

(b)  Seller acknowledges that Buyer will only display such information or warnings in the way Buyer is set up to display the information/warning (which may vary from the preferred method or language of Seller), and;

(c)   Seller will not rely on Buyer to satisfy Seller’s compliance obligations, and nothing in the foregoing will be deemed to shift liability for compliance obligations from Seller to Buyer. Seller acknowledges that merchandise delivered to Buyer may be sold in California and may be subject to California’s Proposition 65 requirements.

7. Defective Goods

In case any Goods or Services are defective in material or workmanship, Buyer will have the right, at its sole option, to i) reject such Goods or Services, ii) require correction of such Goods or Services, iii) accept such Goods or Services with an adjustment in price, or iv) return such Goods or Services for credit or refund.

Any Goods or Services that have been rejected or are required to be corrected must be replaced or corrected by and at the expense of Seller within 15 working days of request by Buyer.

If, after being requested by Buyer, Seller fails to promptly replace or correct any defective item, then Buyer will have the right, without limitation, at its sole option, to (1) replace or correct such Goods or Services and charge to Seller the cost occasioned thereby, or (2) without further notice, cancel the applicable purchase order relative to the rejected material without penalty or terminate this Order for default and require refund of any payments made relative to the rejected purchase order material. In the event Buyer rejects any Goods, Buyer may, at its option, return such Goods to Seller F.O.B. Buyer’s location at Seller’s expense or retain such Goods and withhold payment pending Seller’s instructions.

8. Indemnification

Seller agrees to defend (with counsel acceptable to Buyer), indemnify and hold harmless the Buyer from any and all claims, suits, fines, penalties, liabilities, damages, losses or expenses, including attorneys’ fees and costs, asserted against or incurred by Buyer by reason of, or arising out of or occurring in connection with:

(a)   Any breach or alleged breach of any of these terms and conditions, the provisions of any purchase order, or the applicable Vendor Purchasing Guide, or any representations or warranties of Seller made herein or in any purchase order or otherwise;

(b)  Any claim that the Supplier Content infringes, misappropriates, or violates a third party’s trademark, copyright, or other intellectual property rights;

(c)   Any act or omission of Seller in the furnishing of goods or in the performance of work under any purchase order, including, but not limited to worker’s compensation or worker wages, discrimination or other employee related matters;

(d)  The possession or use of Seller’s merchandise by customers of Buyer or others;

(e)   The transportation or shipping of any merchandise covered under the purchase order authorized by or in Seller’s control; and

(f)   Any warranties related to, quality standards, manufacture of or defects in the products covered by the purchase order. For purposes of this provision, “Seller” shall be deemed to include Seller, its representatives, agents, Buyer-authorized subcontractors, and employees. Seller shall not, without the prior written consent of Buyer, settle or compromise any action, suit, proceeding or claim in which Buyer is named as a party, or consent to the entry of any judgment in any such matter. All indemnification obligations of Seller hereunder shall survive termination or cancellation of any purchase order. Seller agrees that Buyer may, at any time, request and/or maintain records of Seller’s compliance with the representations and warranties of Seller made in any purchase order or otherwise, including test results, and that Buyer may at any time, upon notice to Seller, undertake inspection of Seller’s facilities or request test results in order to determine such compliance. Seller agrees to maintain insurance in full force and effect and will furnish Buyer with a certificate of insurance evidencing coverage for Commercial General Liability Insurance including Products Liability, with at least one-million dollars ($1,000,000) combined single limit per occurrence. Seller will also provide Buyer an Additional Insured (AI) endorsement naming Ivory Ella, LLC., its subsidiaries and affiliates as additional insureds. Buyer will accept a blanket AI endorsement to fulfill this requirement. By requiring insurance herein, Buyer does not represent that coverage and limits will be adequate to protect Seller and such coverage and limits shall not be deemed as a limitation on Seller’s liability hereunder. 

9. Confidential Information and Privacy

(a)   “Confidential Information” means information, in any format, that Buyer designates as confidential or that reasonably should be understood to be confidential, proprietary or a trade secret given its nature and circumstances of disclosure. Confidential Information includes, but is not limited to, business and marketing plans, technology and technical information, product plans and designs, research and development activities, business processes, costs, pricing, recipes, formulas, profits, compensation, financial information, and Personal Information as it is defined in this Section.

(b)  “Personal Information” is a subset of Confidential Information and means any data that identifies or can be used to identify, contact or locate a natural person such as name, address, telephone number or email address.

(c)   Confidential Information (other than Personal Information) shall not include any information that (i) is or becomes publicly available without Seller’s breach of this Agreement, (ii) was known to Seller prior to its disclosure by Buyer pursuant to the terms of this Agreement, (iii) Buyer has approved for release, in writing, or, (iv) which has been independently developed by Seller prior to disclosure by Buyer to Seller, by personnel having no access to the Confidential Information at the time. In any dispute between the parties with respect to these exclusions the burden of proof shall be on Seller with a standard of clear and convincing evidence.

(d)  Seller shall (i) only use Confidential Information as necessary to perform its obligations specified in these terms and conditions and to provide the merchandise to Buyer or individuals as instructed by Buyer (ii) not disclose Confidential Information to any third party without Buyer’s prior written consent; and (iii) take security precautions, in the same manner it takes to protect its own confidential information, but in no event less than reasonable care or the measures required by applicable privacy and security laws or industry standards, to safeguard the Confidential Information.

(e)   Seller shall immediately notify Buyer via email upon discovery of any suspected or actual unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by Seller, its representatives or affiliates. In no event shall Seller take more than twenty-four (24) hours to notify Buyer. Seller will cooperate at its own expense in every reasonable way to help Buyer regain possession of the Confidential Information and use best efforts to prevent its further unauthorized use or disclosure. Seller shall not contact individuals or suppliers of Buyer regarding such breach without the prior written consent of Buyer.

(f)   Seller represents and warrants that its processing, storage, and transmission of Personal Information does and will comply with all applicable federal and state privacy and data protection laws, all other applicable regulations and directives, and these terms and conditions. Seller certifies that it understands its obligations under the California Consumer Privacy Act as a service provider to Buyer, and agrees that it will not: sell Personal Information; retain, disclose, or use Personal Information for any purpose other than to provide the merchandise to Buyer or individuals as instructed by Buyer; or retain or use Personal Information outside of this direct business relationship between Seller and Buyer. At Buyer’s request, Seller will delete from its records any Personal Information that was provided or collected by Ivory Ella or on its behalf (unless Seller is permitted to retain it as necessary to comply with applicable law).

10. Title and Risk Loss

Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer at the Delivery Location.

11.  Buyer reserves the right to cancel all or any part of any purchase order which has not actually been shipped by Seller in the event Buyer’s business is interrupted because of strikes, labor disturbances, lockout, riot, fire, pandemic or other public health emergency, act of God, or the public enemy, or any other cause, whether like or unlike the foregoing, if beyond the reasonable efforts of the Buyer to control. Seller’s timely performance under any purchase order shall not be excused or deemed to have been made impracticable by reason of any delay or failure to perform by Seller or any agent, subcontractor or supplier of Seller, caused by or related to any computer system incompatibility or inability to accurately process date and time data.

 In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, or in the event of the appointment with or without Seller’s consent of a receiver or an assignee for the benefit of creditors, Buyer may, at its option, cancel any purchase order as to any undelivered portion of the merchandise. 

In addition to any other remedies available to Buyer, failure to comply with these terms and conditions, the provisions of any purchase order, or the applicable Vendor Purchasing Guide, will result in offset charges and handling fees being charged to Seller. In any dispute under any purchase order or these terms and conditions, whether or not litigation is commenced, the prevailing party shall be entitled to its costs and expenses incurred, including reasonable attorneys’ fees. The rights and remedies herein expressly provided shall be in addition to any other rights and remedies given by law or in equity, including without limitation, injunctive relief and the right of Buyer to recover all incidental special and consequential and punitive damages. All warranties, representations and guaranties and indemnities made by Seller herein are in addition to any and all express or implied warranties provided by law and shall survive termination or cancellation of any purchase order. 

12. Intellectual Property

Buyer and its licensors own certain technical information and know-how that relates to the design, techniques, processes, work instructions and materials for the manufacture of the Goods (“Buyer Information”). Seller will supply Goods that conform to the Buyer Information and the applicable specifications. Seller will not make any changes in the form, fit, function, design, performance or appearance of any Goods purchased under this Agreement, or to any specifications for any Goods irrespective of impact on form, fit, or function, without Buyer’s prior written approval.

Buyer and its affiliates will retain ownership of all intellectual property and other proprietary rights in and to the Buyer Information and the design and manufacture of the Goods. Nothing in this Order, other than as specifically set forth in the paragraph below and subject to the terms set forth in the paragraph below, grants any right or license under any Buyer Information to Seller or any third party.

Buyer hereby grants to Seller a limited, revocable, nonexclusive, nontransferable, non-assignable right and license to use the Buyer Information to make the Goods and sell the same only to Buyer, and only while this Order is in effect. This license does not include any sublicensing or have-made rights, and is limited to manufacturing at Seller’s principal facility. No other license is granted by Buyer, by implication or otherwise.

Seller agrees that it will not use any trademark, service mark or trade name, patent or trade dress owned or controlled by or licensed to Buyer or any of its affiliates, or used by Buyer or its affiliates in connection with any products, lines, departments or other goods or services of Buyer or its affiliates, including but not limited to “Ivory Ella,” except in connection with merchandise shipped to Buyer in accordance with a valid purchase order. Seller agrees that all trademarks and trade names of Buyer belong to or are licensed to Buyer and Seller will make no claim of right to use or of ownership nor will Seller attempt to register any such trademark or trade name. Seller agrees that merchandise rejected or returned for any reason pursuant to the terms of any purchase order, whether or not such rejection is disputed by Seller, including but not limited to merchandise rejected or returned due to shipment after the delivery date or cancel date specified in the purchase order, will not be resold or otherwise distributed by Seller unless all labels, tags, logos, monograms and other items or characteristics identifying Ivory Ella or any other trademark, service mark, trade dress or trade name owned or controlled by or licensed to Buyer or its affiliates, or used by Buyer or its affiliates in connection with any products, lines, departments or other goods or services of Buyer or its affiliates, have first been removed. Upon request, Seller shall provide Buyer with evidence of such removal in a form and substance acceptable to Buyer in its sole discretion. 

13. Relationship of the Parties

The Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.

14. Severability

If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the laws of the State of New York. Each party irrevocably and unconditionally submits to this exclusive jurisdiction.

15. Miscellaneous

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the Seller of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Buyer. 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. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.

This Order will be governed by the laws of the State of New York, without reference to conflict of laws principles or to the United Nations Convention on Contracts for the International Sale of Goods. Any action arising out of or in connection with this Order will be heard in courts of competent jurisdiction located in New York, and each party hereby irrevocably consents to the jurisdiction and venue of these courts.

In conformity with the United States Foreign Corrupt Practices Act and with Buyer’s corporate policies regarding foreign business practices, Seller and its employees and agents shall not directly or indirectly make or offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government, including the United States Government (including a decision not to act).

This Order represents the negotiated agreement of the parties, with the advice and assistance of counsel, and will not be construed against either party as the drafter thereof.

Unless otherwise expressly provided, no provisions of this Order are intended or will be construed to confer upon or give to any person or entity other than Buyer and Seller any rights, remedies or other benefits under or by reason of this Order.