NEXTGEN LIFELABS LLC

 

EQUIPMENT SALE TERMS AND CONDITIONS

 

1. Applicability.

(a) These terms and conditions of sale (these “Terms”) along with the terms

of any Purchase Order executed by the parties which specifically reference these Terms (each, a

“Purchase Order”), govern the sale of the equipment (“Equipment”) and certain related

installation services (“Services”) by NextGen LifeLabs LLC (“Seller”) to the buyer named on

the Purchase Order (“Buyer”) as described in further detail therein.

 

(b) The accompanying Quotation Acceptance and these Terms (collectively,

this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or

contemporaneous understandings, agreements, negotiations, representations and warranties, and

communications, both written and oral. These Terms prevail over any of Buyer’s general terms

and conditions of purchase regardless whether or when Buyer has submitted its Purchase Order

or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s

terms and conditions and does not serve to modify or amend these Terms. To the extent any

terms of a Purchase Order conflict with these Terms, the terms of the Purchase Order shall

control.

 

(c) Notwithstanding anything to the contrary contained in this Agreement,

Seller may, from time to time change the Services without the consent of Buyer provided that

such changes do not materially affect the nature or scope of the Services, or the fees or any

performance dates set forth in the Purchase Order.

2. Delivery of Equipment and Performance of Services.

(a) All delivery dates specified are estimates provided for Buyer’s

convenience. Seller will use commercially reasonable efforts to meet estimated delivery dates,

subject to availability of the applicable Equipment. In the event Seller is unable to procure the

Equipment within at least sixty (60) days of the estimated deliver date in an applicable Purchase

Order, Seller shall notify Buyer and either party shall have the right to terminate this applicable

Purchase Order without penalty at which point Seller shall refund any prepaid fees or deposits

with respect to such Equipment. Seller shall not be liable for any delays, loss or damage in transit

or any Force Majeure Event.

 

(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the

Equipment to Buyer’s designated facility (the “Delivery Point”) using Seller’s standard methods

for packaging and shipping such Equipment. Buyer shall take delivery of the Equipment upon

Seller’s notice that the Equipment have been delivered to the Delivery Point. At the time that

Buyer takes delivery of the Equipment Buyer shall indemnify, defend and hold harmless Seller

for any damages or changes to the Equipment’s condition. Notwithstanding anything to the

contrary, to the extent Buyer’s ability to take delivery of the Equipment requires any

construction or facility alterations, Buyer shall be solely responsible for all such construction or

alterations and Seller shall not be liable for any delays in providing Equipment or Services which

 

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result from Buyer’s failure to ensure that the Delivery Point is prepared for delivery of the

Equipment in a safe, professional manner.

 

(c) Seller may, in its sole discretion, without liability or penalty, make partial

shipments of Equipment to Buyer. Each shipment will constitute a separate sale, and Buyer shall

pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s

Purchase Order.

 

(d) If for any reason Buyer fails or otherwise refuses to accept delivery of any

of the Equipment upon delivery at the Delivery Point, or if Seller is unable to deliver the

Equipment at the Delivery Point because Buyer has not provided appropriate facilities,

assistance, instructions, documents, licenses or authorizations, (i) such failure shall be deemed a

breach of the Agreement; (ii) risk of loss to the Equipment shall pass to Buyer; (iii) the

Equipment shall be deemed to have been delivered.

 

(e) In addition to the foregoing, Seller, at its option, may (i) remove the

Equipment and store it, at Buyer’s cost (including, without limitation, storage costs and

insurance) until Buyer retrieves the Equipment or schedules redelivery by Seller; (ii) demand

immediate payment of all amounts owing with respect to such Equipment; (iii) terminate the

Agreement or any Purchase Order thereunder and retain any deposits made by Buyer thereunder

to offset any costs of Buyer’s breach; (iv) sell such Equipment to a third party in order to

mitigate its damages resulting from Buyer's breach in which instance any amounts in excess of

the price realized by Seller upon such third party sale will remain the sole property of the Seller.

(f) Seller shall use reasonable efforts to meet any performance dates to render

the Services specified in the Purchase Order, and any such dates shall be estimates only.

(g) With respect to the Services, Buyer shall (i) reasonably cooperate with

Seller in all matters relating to the Services (ii) at its expense, prepare a suitable site at the

Delivery Point for the installation of such Equipment (iii) grant access to Seller and its agents to

the Delivery Point and to Buyer’s premises and applicable facilities as needed for the purpose of

performing the Services; (iv) accommodate and respond promptly to any Seller request to

provide direction, information, approvals, authorizations, or decisions that are reasonably

necessary for Seller to perform Services in accordance with the requirements of this Agreement;

and (v) obtain, maintain and, upon Seller’s request, provide Seller with copies of, all necessary

licenses and consents and comply with all applicable laws in relation to the Services before the

date on which the Services are to start.

 

(h) In the event Buyer has not met the installation conditions set forth above,

Buyer causes a delay in the delivery of the Equipment or performance of the Services, or a Force

Majeure Event occurs, Buyer shall reimburse Seller for all of Seller’s costs associated with any

resulting delays or cancellations, including, but not limited to, additional or unforeseen charges,

travel costs, additional transportation costs, storage costs for the Equipment or any portion

thereof, and costs of Seller’s applicable installation personnel, which shall be invoiced at Seller’s

standard hourly rates.

 

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(i) Buyer shall designate at least one (1) qualified representative to certify

completion of installation Services according to any specifications in the Purchase Order. In the

event Buyer fails to provide such representative on the applicable date(s) of installation, or Buyer

fails to provide Seller with notice of any non-conforming installation within two (2) days of the

completion of such installation Buyer shall be deemed to have waived any claims with respect to

Seller’s installation of the Equipment.

 

(j) To the extent the Services include de-installation and/or removal of

Buyer’s pre-existing equipment, Buyer agrees to designate at least one (1) qualified

representative to assist Seller in the performance of all such Services and shall otherwise provide

all cooperation and assistance as may be reasonably requested by Seller in connection with such

Services. Unless otherwise set forth in a Purchase Order, Buyer acknowledges that Buyer shall

be solely responsible for all rigging costs associated with the de-installation and/or removal and

all such rigging, removal and moving of such pre-existing equipment shall be performed by

Seller or its third-party designee. Seller shall have no liability with respect to any rigging,

removal, de-installation or moving performed outside the scope of this section.

3. Shipping Terms. Seller shall make delivery PrePay and Add. Buyer shall be

responsible for all shipping costs.

4. Title and Risk of Loss.

(a) Title to the Equipment listed in the Purchase Order / Quote Acceptance

will pass to Buyer upon Seller receiving payment in full from the Buyer of the Purchase Price.

(b) As collateral security for the payment of the purchase price of the

Equipment, Buyer hereby grants to Seller a lien on and security interest in and to all of the right,

title and interest of Buyer in, to and under the Equipment, wherever located, and whether now

existing or hereafter arising or acquired from time to time, and in all accessions thereto and

replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of

the foregoing. The security interest granted under this provision constitutes a purchase money

security interest under the Pennsylvania Uniform Commercial Code and shall remain in place

until the payment of the total purchase price, any applicable late fees and any amounts due Seller

arising out of the Agreement have been received by Seller and Buyer completely performs all of

Buyer’s obligations under the Agreement. Buyer authorizes Seller to file a financing statement

describing the collateral in any relevant jurisdiction.

 

(c) Upon the occurrence of any Default under this section, (i) Seller shall have

all the rights of a secured party under the Uniform Commercial Code as in effect in the

Commonwealth of Pennsylvania, including, but not limited to the right to collect reasonable

attorneys’ fees and any other costs incurred in exercising such rights; (ii) Buyer hereby grants

Seller the right to enter the Delivery Point, installation site, or any other location where the

Equipment is held, without the order of any court, to uninstall, disable and/or remove the

Equipment without any obligation to repair or restore such location; and (iii) Buyer shall have all

right, title and interest in and to any Equipment, including the right to use or resell any

Equipment or repossessed Equipment.

 

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(d) “Default” shall mean the occurrence of any of the following: (i) failure to

make any payment when due; (ii) movement of the equipment from the Delivery Point or

installation site except where agreed to by the parties in writing; (iii) any disposition of the

Equipment; (iv) any damage to or other change in the condition of the Equipment; or (v) Buyer’s

insolvency, filing for reorganization or bankruptcy, the making of an assignment for benefit of

Buyer’s creditors, appointment of a receiver or trustee for any of Buyer’s assets, or any other

type of insolvency proceeding or formal or informal proceeding for the dissolution, liquidation,

or winding up of affairs of Buyer.

 

(e) Upon completion of Buyer’s obligations under this Agreement, the

 

security interest shall be released.

5. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this

Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors,

consultants, or employees, Seller shall not be deemed in breach of its obligations under this

Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in

each case, to the extent arising directly or indirectly from such prevention or delay.

6. Inspection and Rejection of Nonconforming Equipment.

(a) Buyer shall inspect the Equipment within ten (10) days of receipt

(“Inspection Period”). Buyer will be deemed to have accepted the Equipment unless it notifies

Seller in writing of any Nonconforming Equipment during the Inspection Period and furnishes

such written evidence or other documentation as required by Seller. “Nonconforming

Equipment” means only the following: (i) product shipped is different than identified in the

Purchase Order; or (ii) product’s label or packaging incorrectly identifies its contents.

 

(b) If Buyer timely notifies Seller of any Nonconforming Equipment, Seller

shall, in its sole discretion, (i) replace such Nonconforming Equipment with conforming

Equipment, or (ii) credit or refund the Price for such Nonconforming Equipment, together with

any reasonable shipping and handling expenses incurred by Buyer in connection therewith. In the

event Buyer fails to provide any notice of non-conformity to seller during the Inspection Period

Buyer shall be deemed to have accepted the Equipment as conforming and waives all rights of

inspection.

 

(c) Buyer acknowledges and agrees that the remedies set forth in Section 6(b)

are Buyer’s exclusive remedies for the delivery of Nonconforming Equipment. Except as

provided under Section 6(b) , all sales of Equipment to Buyer are made on a one-way basis and

Buyer has no right to return Equipment purchased under this Agreement to Seller.

7. Price.

(a) Buyer shall purchase the Equipment and Services from Seller at the prices

 

(the “Price(s)”) set forth in the Purchase Order.

 

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other

similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any

amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes,

 

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which Seller may invoice separately; provided, that, Buyer shall not be responsible for any taxes

imposed on, or with respect to, Seller’s income, revenues, gross receipts, personal or real

property, or other assets.

8. Payment Terms.

(a) Unless otherwise set forth in a Purchase Order, Buyer shall pay any

invoiced amounts due to Seller prior to delivery of equipment. Buyer shall make all payments

hereunder by wire transfer, check, or ACH in US dollars.

 

(b) Payment due dates may only be modified by written change order or

amendment executed by both parties. Buyer shall pay interest on all late payments at the lesser of

the rate of 2% per month or the highest rate permissible under applicable law, calculated daily

and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any

late payments, including, without limitation, attorneys’ fees. In addition to all other remedies

available under these Terms or at law (which Seller does not waive by the exercise of any rights

hereunder), Seller shall be entitled to suspend the delivery of any Equipment or performance of

any Services if Buyer fails to pay any amounts when due hereunder and such failure continues

for ten (10) days following written notice thereof.

 

(c) If Seller, in its sole discretion, reasonably deems Buyer to be insecure

under the Agreement, Seller may require adequate assurances from Buyer, in a form and manner

acceptable to Seller, and Seller may suspend all performance under this Agreement, until such

assurances have been provided. Failure to furnish such adequate assurances within ten (10) days

of demand shall constitute a breach of this Agreement.

 

(d) Buyer shall not withhold payment of any amounts due and payable by

reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach,

bankruptcy or otherwise.

9. Warranties and Disclaimers.

(a) The Equipment may be covered by the Equipment’s applicable

manufacturer’s warranty, if any, that apply to such Equipment and are able to be passed through

from the manufacturer to Buyer (the “Manufacturer Warranty”).

 

(b) EXCEPT FOR THE MANUFACTURER WARRANTY SET FORTH

IN SECTION 9(a), IF ANY, THE EQUIPMENT IS PROVIDED “AS IS”. SELLER

MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE EQUIPMENT

OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b)

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTIES

REGARDING THE ACCURACY OF THE EQUIPMENT, OPERABILITY OR

SPECIFICATIONS; (d) WARRANTY OF TITLE; OR (e) WARRANTY AGAINST

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;

WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

 

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(c) The Equipment, or portions thereof, including but not limited to software,

may contain, be contained in, incorporated into, attached to or packaged together with, other

equipment, products or technology manufactured by a third party (“Third Party Products”).

Third Party Products are not covered by the warranty in Section 9(a). For the avoidance of doubt,

SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO

ANY THIRD PARTY PRODUCTS, INCLUDING ANY (a) WARRANTY OF

MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR

PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;

WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

 

(d) The Seller shall not be liable for a breach of any Manufacturer Warranty.

If Buyer has a claim for any potential Manufacturer Warranty, Buyer shall notify the applicable

manufacturer directly in accordance with the applicable manufacturer warranty terms. Seller may

contact Buyer for information regarding such warranty terms provided by the manufacturer.

THE REMEDIES SET FORTH IN ANY APPLICABLE MANUFACTURER

WARRANTY (IF ANY) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY

FOR ANY BREACH OF WARRANTY SET FORTH IN SECTION 9(a).

 

(e) Buyer warrants and covenants that the Equipment shall not be (i) utilized

for any purpose other than its intended clinical use and in accordance with all OEM

documentation and other Seller-provided instructions or guidelines; (ii) be utilized by anyone

other than Buyer’s properly trained and authorized personnel; (iii) for the manufacture,

development or dissemination of any type of weapon; (iv) transported in violation of any

applicable United States or other import or export laws.

 

(f) Buyer warrants and covenants that Buyer shall comply with all laws,

regulations and filing requirements relating to the use of the Equipment, including, but not

limited to, with respect to the handling, use and storage of patient health information in

accordance with the Health Insurance Patient Portability Act.

10. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY

THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA

OR DIMINUTION IN VALUE, COSTS OF SUBSTITUTE PRODUCTS, STAFF,

FACILITIES, REPLACEMENT POWER OR DOWNTIME, OR FOR ANY

CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR

PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF

WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT

SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND

NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF

ITS ESSENTIAL PURPOSE.

 

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(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY

ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING

OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, EXCEED THE LESSER OF: (1) THE TOTAL OF

THE AMOUNTS PAID TO SELLER FOR THE EQUIPMENT OR SERVICES GIVING

RISE TO THE APPLICABLE CLAIM; OR (2) THE AMOUNTS PAID BY BUYER

HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING SUCH

CLAIM.

11. Indemnification. Buyer agrees to indemnify, defend and hold harmless Seller and

its affiliates, subsidiaries, employees, agents, shareholders, officers, directors and attorneys from

and against any and all claims, costs, damages, losses, liabilities, fines, penalties, settlements and

expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) any

breach of Buyer’s representations, covenants or warranties or Buyer’s failure to fulfill any of its

obligations under the Agreement; (2) Buyer’s use of the Equipment; (3) any bodily injury or

death of any individual or damage to real or tangible personal property resulting from Buyer’s

acts or omissions; or (4) Buyer’s failure to comply with applicable state, local or federal laws,

rules or regulations applicable to the use of the Equipment or Buyer’s performance of its

obligations under this Agreement.

12. Insurance. During the term of this Agreement if any money is due and payable to

Seller, Buyer 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 product liability) in

a sum no less than $5,000,000; automobile liability of $1,000,000 and workers’ compensation

insurance at a level that meets legal requirements in Buyer’s applicable jurisdiction, all with

financially sound and reputable insurers. Upon Seller’s request, Buyer shall provide Seller with a

certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in

these Terms. The certificate of insurance shall name Seller as an additional insured. Buyer shall

provide Seller with thirty (30) days’ advance written notice in the event of a cancellation or

material change in Buyer’s insurance policy. Except where prohibited by law, Buyer shall

require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.

13. Compliance with Law. Buyer shall comply with all applicable laws, regulations

and ordinances applicable to Buyer’s use of the Equipment and the performance of Buyer’s

obligations hereunder. Buyer shall maintain in effect all the licenses, permissions, authorizations,

consents, and permits that it needs to own and operate the Equipment or as otherwise may be

necessary for Buyer to carry out its obligations under this Agreement.

14. Termination; Default.

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

Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if

Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for

ten (10) days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise

performed or complied with any of these Terms, in whole or in part; or (c) 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.

 

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(b) Notwithstanding anything to the contrary and in addition to any other

remedies Seller may have at law or under this Agreement, in the event Buyer fails to perform any

obligation due under this Agreement, including but not limited to payment obligations, delays

caused by Buyer, or requirements to provide assistance or appropriate certifications or

documentation, Seller may (i) invoice Buyer for all reasonable costs incurred by Seller as a result

of Buyer’s breach or non-performance, including, but not limited to, costs of materials, services,

normal markup, overhead, storage costs, and non-cancellable subcontracted materials and

services; (ii) suspend performance under the Agreement; or (iii) terminate the agreement.

15. Waiver. No waiver by Seller of any of the provisions of this Agreement is

effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or

delay in exercising, any right, remedy, power or privilege arising from this Agreement operates,

or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy,

power or privilege hereunder precludes any other or further exercise thereof or the exercise of

any other right, remedy, power or privilege.

16. Confidential Information. All non-public, confidential or proprietary information

of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings,

documents, data, business operations, customer lists, information relating to suppliers, vendors

and the Equipment Source, pricing, discounts, or rebates, disclosed by Seller to Buyer, 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

this Agreement is confidential, solely for the use of performing this Agreement and may not be

disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request,

Buyer shall promptly return, or, at Seller’s direction, destroy, all documents and other materials

received from Seller. Seller shall be entitled to injunctive relief for any violation of this section.

This section does not apply to information that is: (a) in the public domain; (b) known to Buyer

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

third party.

17. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be

deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or

performing any term of this Agreement when and to the extent such failure or delay is caused by

or results from acts or circumstances beyond the reasonable control of Seller including, without

limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion,

or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest,

national emergency, revolution, insurrection, epidemic, pandemic, global health emergency,

lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or

restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or

suitable materials, materials or telecommunication breakdown or power outage (collectively, a

“Force Majeure Event”).

18. Assignment. Buyer shall not assign any of its rights or delegate any of its

obligations under this Agreement without the prior written consent of Seller. Any purported

assignment or delegation without approval is in violation. No assignment or delegation without

prior approval relieves Buyer of any of its obligations under this Agreement.

 

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19. Relationship of the Parties. The relationship between the parties is that of

independent contractors. Nothing contained in this Agreement 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.

20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties

hereto and their respective successors and permitted assigns and nothing herein, express or

implied, is intended to or shall confer upon any other person or entity any legal or equitable

right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

21. Governing Law; Venue. All matters arising out of or relating to this Agreement

are governed by and construed in accordance with the internal laws of the Commonwealth of

Pennsylvania without giving effect to any choice or conflict of law provision. Any legal suit,

action, or proceeding arising out of or relating to this Agreement shall be instituted in the state or

federal courts in Bucks County, Pennsylvania.

22. Notices. All notices, requests, consents, claims, demands, waivers, and other

communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at

the addresses set forth on the face of the Purchase 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 this Agreement, 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.

23. Severability. If any term or provision of this Agreement 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.

24. Survival. Provisions of these Terms which by their nature should apply beyond

their terms will remain in force after any termination or expiration of this Agreement including,

but not limited to, the following sections: 4, 5, 8, 9, 10, 11, 12, 13, 16, 17, 20, 21, 22, 23 and 24.

25. Amendment and Modification. These Terms may only be amended or modified in

a writing stating specifically that it amends these Terms and is signed by an authorized

representative of each party.

 

[End of Terms]

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