terms and conditions
101. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect and the invalid or unenforceable provision shall be amended to the minimum degree necessary to render it valid and enforceable.
102. Governing Law. This Agreement is governed by the laws of the state or province of Delaware, without regard to conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods.
103. Notices. All notices, requests, and other communications shall be made in writing, delivered to the address stated in the Agreement.
104. Force Majeure. The parties shall not be liable for any loss, damage, delay, or other consequence of any act of God, declared or undeclared war, strikes, civil disturbance, or other act of civil or military authority; or any act or omission of any carrier, transporter, supplier, subcontractor, or other person, or any other act or omission beyond the reasonable control of either party.
105. Entire Agreement. This Agreement, including any attachment or addendum, supersedes all prior negotiations, representations and agreements, both written and oral, between the Parties regarding the subject matter of this Agreement.
106. Waiver of Breach. No breach of any provision of this Agreement shall be deemed waived unless a written waiver thereof is signed by the parties against whom enforcement of such breach is sought.
107. Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall have the same force and effect as an original.
108. No Third-Party Beneficiaries. This Agreement is solely between the parties and no other person shall have any right to enforce any provision of this Agreement.
109. Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
110. Insurance. The parties shall each obtain and maintain such insurance as is required by law.
111. Taxes. Both parties are responsible for compliance with all applicable laws related to Taxes.
112. Equitable Remedies. Each party recognizes the possibility for irreparable harm if any provision of this Agreement is not performed in accordance with the terms hereof, and therefore, agrees that the other parties shall be entitled to seek equitable remedies in addition to any other remedies to which the other party may be entitled.
113. No Representations or Warranties. Nothing in this Agreement shall be construed as a representation or warranty of any kind.
114. Delivery. All services shall be delivered in a workmanlike manner and in accordance with applicable laws.
115. Modifications. This Agreement may not be modified, amended, or changed in any way, except by a written agreement signed by both parties.
116. Construction of Agreement. The language in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against either party.
117. Authority. Each party represents and warrants that it has full power and authority to enter into and perform this Agreement.
118. Survival of Terms. Any provisions of this Agreement that can reasonably be interpreted to survive the expiration or termination of this Agreement shall remain in effect.
119. Subcontractors. If a party utilizes subcontractors in performing its obligations under this Agreement, such party shall remain primarily liable to the other party for all such obligations.
120. Agency Relationship. Nothing in this Agreement shall be construed as creating an agency, trust, partnership, or joint venture, or any other fiduciary relationship between the parties.
121. Performance. Performance shall be deemed to have been completed upon delivery of the instrument pursuant to this Agreement.
122. International Use. Use of Services offered under this Agreement may be subject to U.S., European, and international export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations, and the European Community regulations and directives.
123. Compliance. The parties shall each take such steps as are necessary in order to ensure compliance with applicable laws.
124. Headings. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.