This Purchase Agreement (the “Agreement”) is entered into by GenScript USA Inc. and/or its Affiliates ("Buyer",”Company”, Affiliates is as defined below) for the above referenced supplier ("Supplier", “Service Provider”, “Seller”)
Material Terms & Conditions
A. Supplier is engaged in the business of producing, distributing and marketing Material. Supplier’s current production operation desires to sell certain materials to Buyer;
B. Buyer purchases the Materials from Supplier;
NOW, THEREFORE, in consideration of the foregoing recitals (which are specifically incorporated herein by this reference) and the mutual covenants described below, the parties agree as follows:
3.1 Implement in accordance with national standards;
3.2 Implement according to industry/sector standards;
3.3 Implement in accordance with the technical standards specified by Buyer.
4.1 The product packaging provided by Supplier to Buyer shall meet the standards confirmed by Buyer, and the logo shall comply with the provisions of laws and regulations; If the two parties have other agreements on the packaging method, the agreement between the two parties shall be observed.
4.2 The packaging must be complete and tidy, and the shipping mark on the packaging should contain the manufacturer's name, product name, specification and model, inspection status, production batch number, quantity, order number, production date, etc. The content of the label must be consistent with the COA to ensure that the batch number is consistent.
4.3 Supplier shall ensure that the packaging provided meets the requirements of transportation and product safety. Supplier shall adopt appropriate safety measures, properly package the goods, and meet the requirements of moisture-proof, moisture-proof, shock-proof, dust-proof, rust-proof, anti-static, anti-multiple long-distance transportation and anti-rough loading and unloading;
4.4 Low temperature transportation materials, need to use verified packaging, because the product packaging does not meet the requirements, Buyer has the right to refuse, Supplier shall be responsible for repackaging, and bear the cost, and at the same time do not exempt Supplier from the breach of contract liability for delay in delivery that may be caused by this;
4.5 Supplier shall not bring insects (live or dead insects), eggs, animal (insect) excreta or metabolites into the raw materials (including packaging) and equipment for direct production (testing) of Supplier. If Supplier's raw materials (including packaging) and equipment for direct production (testing) are contaminated by pests, Supplier will be required to remove pollutants and recall Material as appropriate after investigation and evaluation by Buyer's quality department.
If Supplier supplies imported raw materials, there can be no alien species such as pine wood nematodes, which may affect product quality.
5.1 Delivery time and method: Supplier is responsible for delivering the Material under this contract to Buyer before the time, but no more than 2 weeks earlier without written approval
5.2 Place of delivery and designated consignee per PO sent
6.1 Supplier is responsible for delivering the Material under the contract according to the INCOTERM agreed upon in the Purchase Order;
6.2 For low-temperature transportation materials, the transportation conditions need to be consistent with the reality; For GMP production materials, if cold chain transportation is involved, a paper temperature control record of the whole process signed by Supplier shall be provided.
7.1 Before delivery, Supplier shall conduct quality inspection of the Material under the contract in accordance with the quality standards agreed in the contract, and issue a quality inspection report in line with the contract.
7.2 The quality inspection report COA is attached to the Material, the quality inspection report must have the production unit, product name, batch number, specification, the production date and the inspection date must have one, there must be an inspector, and the official seal of Supplier must be affixed.
7.3 After Buyer receives the Material provided by Supplier, it shall organize the preliminary acceptance within 2 working days, if there is a shortage of quantity, product name, specification error or surface defects that can be found by the naked eye, Supplier shall be notified within 5 working days after the problem is found, and has the right to require Supplier to make up, replace or return within 5 working days, before Buyer receives the Material supplemented by Supplier, Buyer has the right to refuse to pay the current batch payment, and has the right to claim for Supplier's delay. Supplier shall ensure that the remaining valid date of the goods received by Buyer is at least 7 months greater. If the total validity period of the goods itself is less than 6 months, at least ensure that the remaining effective use date of the goods received by our company is greater than 75% shelf life remains upon receipt. If it is not satisfied, Buyer has the right to request a return or exchange until Supplier provides a batch that meets the validity period requirements of Buyer, otherwise it will be deemed that it has not been delivered.
8.1 Payment terms shall be agreed upon by both Parties in the Purchase Order.
8.2 If any Product is defective, the term of payment for such Product shall commence from the date on which the defective Product is completely repaired or replaced.
8.3 Any payment by Buyer shall not be deemed to be an endorsement by Party You that the supply of the Product complies with the requirements of this Agreement.
9.1 If Supplier fails to deliver the goods that meet the standards agreed in this contract at the time agreed in the contract, it is deemed to be late delivery’ If Supplier overdue the delivery is more than 7 days, Buyer has the right to unilaterally cancel the contract and does not bear any legal responsibility, if the contract is terminated due to the above reasons.
9.2 If Supplier's late delivery causes Buyer to stop production or delay production, Supplier shall bear Buyer's corresponding losses.
9.3 If the variety, model, specification and quality of the Material submitted by Supplier do not meet the provisions of the contract, if Buyer agrees to use them, the price shall be discussed according to quality; If Buyer cannot use it, Supplier shall be responsible for the exchange or return of the goods according to the specific conditions of the product, and bear the actual cost paid for the exchange or return. If the goods still do not meet the provisions of the contract after return and replacement, Buyer has the right to refuse to accept the Material, and Supplier shall refund the price of the part of the Material and freight that Buyer has paid.
9.4 If Supplier's Material cause personal and property damage to Buyer, Buyer and Supplier's staff and other third parties during transportation, loading and unloading, storage (stored in Buyer's safe environment) due to quality problems or other faults of Supplier, Supplier shall bear all compensation.
10.1 Supplier undertakes the quality, safety, stability, ownership guarantee and other related guarantee responsibilities of the product provided to Buyer, to ensure that the product fully meets Buyer's needs, has no defects in design, production and materials, and has the agreed quality, and guarantees that the product has no safety or health hazards; If Supplier provides unqualified Material and needs to deliver additional items, Supplier shall bear all costs incurred, and the separately delivered items shall also bear this guarantee responsibility.
10.2 Supplier guarantees that the Material under this Agreement and all orders will not infringe the patents, copyrights, trademarks, trade secrets and other intellectual property rights of others; If Buyer infringes the rights of others due to the manufacture, sale or use of this product, Supplier shall be responsible for resolving and compensating Buyer for the damage suffered thereby, including but not limited to: compensation fees, royalties, litigation costs, lawyer fees, travel and other expenses. If a third party suffers damage due to the above factors, Supplier shall solve and compensate in accordance with the aforementioned provisions.
10.3 In the event of a lawsuit or infringement of the rights of others arising out of this Agreement and all Material under the Order, Buyer may:
(1) Supplier is required to obtain the authorization of relevant rights so that this product has the right to continue to be used; or
(2) Require Supplier to replace or modify this product with a non-infringing product so that it does not infringe the rights of others; or
(3) If the product is returned to Supplier, Supplier shall return the price of the returned product to Buyer.
10.4 Buyer is a company established in accordance with the laws of the State of Delaware, the United States of America, including but not limited to the laws and regulations of FCDA, FCPA, Export Control Law, etc.
Supplier acknowledges that Buyer has affiliated companies in China, the United States, Europe and other places, so Buyer shall comply with global export control laws and regulations including China, the United States, the European Union, and other relevant jurisdictions.
In addition to strictly complying with such laws and regulations, Supplier further confirms that the Material or services (including service results) purchased by Buyer will not originate, directly or indirectly, from (1) countries or regions subject to comprehensive U.S. economic sanctions, or (2) from any individual or entity on the Restricted Party List maintained by China, the United States, the European Union or other relevant government agencies (including representatives of such individuals or entities and any entities owned by them). Supplier shall ensure that it fully complies with the relevant laws and regulations of the place where the transaction is located during the transaction with Buyer, and fulfills its obligation to carefully verify the services or Material purchased by Buyer to ensure their compliance.
Supplier agrees to accept the audit of GenScript on this guarantee, and if Buyer violates this guarantee, Buyer has the right to terminate this contract, and Buyer has the right to require Supplier to be responsible for full compensation if losses are caused to Buyer.
Supplier and related personnel are strictly prohibited from providing any money, gifts or other means such as hospitality to Buyer's employees or their relatives to give tangible or intangible benefits. If Buyer's employees request any tangible or intangible benefits from Supplier and related personnel, Supplier shall immediately notify Buyer by telephone or email. integrity report email: [email protected].
10.5 Without the written consent of Buyer, Supplier shall not disclose Buyer's product information, relevant contract and attachment information obtained during the performance of the contract to a third party, otherwise Supplier shall compensate Buyer for the losses caused thereby. Such losses include, but are not limited to, actual losses, litigation costs, attorney fees, investigation and evidence collection fees, etc.
10.6 Supplier shall comply with all applicable labor laws, regulations and standards. The supplier shall ensure that it has established legal and effective labor relations with its employees, and that it always strictly performs all the duties of the employer, including but not limited to: paying wages and remuneration to employees, complying with laws and regulations on working hours, rest and leave, paying statutory social insurance and necessary commercial insurance, providing a working environment conducive to good health, and conducting necessary training. Supplier are prohibited from engaging in child labor, forced labor, discriminating against and harassing employees and designating personnel.
10.7 Supplier respect, protect and actively promote internationally recognized human rights, in particular those based on the UN Guiding Principles on Business and Human Rights, and ensure that these human rights are not violated in their supply chain.
10.8 Supplier shall comply with all applicable environmental laws, regulations and standards. Supplier shall establish an effective system to identify and eliminate potential harm to the environment, and take active measures to deal with environmental problems, reduce environmental pollution, and take the initiative to assume responsibility for environmental protection. Supplier shall obtain and hold appropriate environmental permits, approvals and registrations and keep them up-to-date and comply with their operational requirements at all times.
10.9 Supplier or their designees shall strictly abide by the standards of business ethics, including but not limited to: compliance with relevant standards such as business integrity, fair dealing, transparent and accurate information disclosure, compliance with applicable anti-corruption, anti-bribery, anti-money laundering and other legal requirements, avoid conflicts of interest, and shall not damage GenScript's assets and reputation.
10.10 GenScript shall have the right to rescind this contract or require the supplier to implement corrective measures within a certain period of time to continue performing the contract. Supplier shall be fully liable for any damage suffered by GenScript or its employees as a result of Supplier's breach of this Agreement.
If a dispute arises during the performance of this contract, both parties shall resolve it through negotiation; If the negotiation fails, the parties agree to choose the following method 11.1 to resolve.
11.1 File a lawsuit with the federal court of the State of Delaware; or
11.2 Submit to the International Chamber of Commerce for arbitration.
12.1 During the performance of this contract, all facsimile copies and originals of purchase orders and materials confirmed by both parties shall have the same legal effect. The annexes to the contract, supplementary agreements, amendment documents, etc. signed and sealed by both parties A and B are all part of the contract and have the same legal effect as this contract. In the event of any inconsistency between the supplementary agreement and this contract, the supplementary agreement shall prevail.
12.2 This contract shall be made in duplicate and shall enter into force on the date of signature and seal of both parties.
12.3 The attachments under this contract, including but not limited to quality assurance agreements, drawings, technical requirements, confidentiality agreements and other documents, are an integral part of this contract and have the same legal effect as this contract.
Service Terms & Conditions
WHEREAS, the Company desires to retain the Service Provider, and the Service Provider has agreed to provide the services in accordance with the terms hereof:
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
The Company hereby retains the Service Provider as its Service Provider, and the Service Provider hereby accepts such retention, subject to the terms and conditions contained herein.
The term of the Service Provider’s engagement shall commence on the Effective Date and shall continue thereafter for a period of years.
(a) The Service Provider shall provide the Services to the Company as described in Exhibit A attached hereto.
(b) The Service Provider shall serve the Company loyally, faithfully and to the best of the Service Provider’s abilities and shall devote working time and efforts to the performance of duties hereunder, except as otherwise agreed in writing between the parties. The Service Provider shall not during the term hereof engage in any business competitive with the business of the Company.
(c) The Service Provider shall not engage in any business activities that materially interfere with the performance of the Service Provider’s obligations under this Agreement provided however that nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by Service Provider in compliance with Service Provider’s independent professional responsibilities.
(d) Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Service Provider in compliance with the Service Provider’s independent professional responsibilities.
The Company shall pay to the Service Provider a total sum in consideration for its engagement
Either party may terminate the Agreement at any time by providing the other
Party a 30 days advanced notice.
"Confidential Information" means all GenScript scientific, technical, trade or business information (including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, biological material, antibodies, proteins, nucleic acids, nucleotide, amino acid sequences, peptides, chemical material, and analysis, reagents, cell lines, biological materials, and chemical formulas and other technical, business, financial, customer and product development plans, forecasts, strategies and information) Service Provider has access or been disclosed to during the Term of the Agreement. Service Provider will be held to a standard of care in protecting such information no less than the Service Provider normally employs to preserve and to safeguard its own Confidential Information of similar kind, but in no event shall the standard of care be less than a reasonable standard of care. In consideration for GenScript to provide such Confidential Information to the Service Provider, the Service Provider agrees that neither the Service Provider nor the Service Provider’s Representative or advisers will, except as required by law or for the Authorized Purpose, communicate, disclose, divulge or make use of, directly or indirectly, any Confidential Information without the Disclosing Party’s prior written agreement. The Service Provider may disclose the Confidential Information to certain of its Representatives who have a need to know the Confidential Information for the Authorized Purpose and who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use at least as restrictive as those contained herein. The Service Provider shall be responsible to the other for any violation of this Agreement by its Representatives. The Service Provider shall promptly notify the GenScript of any actual or suspected misuse or unauthorized disclosure of the Confidential Information.
Service Provider acknowledges that each the deliverables of Services may be considered a specially prepared or commissioned work (such as, but not limited to, instructional texts, audiovisual aids and translations), and shall be a “work made for hire” by Service Provider as defined under the United States Copyright laws (17 U.S.C. Sections 101 et seq.). Notwithstanding the above sentence, in the event that any specially prepared and commissioned work prepared by or on behalf of Company in performance of the Services hereunder and the applicable Statement of Work is determined by a court of competent jurisdiction not to be a “work made for hire” by an independent contractor as defined under the United States Copyright laws (17 U.S.C. Sections 101 et seq.), this Agreement shall operate as an irrevocable assignment by Service Provider of all copyrights in the work, including the right to prepare derivative works, and Service Provider hereby assigns, transfers and conveys to GenScript the entire right, title and interest in and to the work and derivative works thereto, including, but not limited to, all copyrights therein and the right to prepare, reproduce, create or use derivative works.
During the Term of this Agreement and at all times that Service Provider provides Services to GenScript, Service Provider shall maintain in full force and effect, at Supplier’s own expense, insurance coverage by insurers reasonably acceptable to GenScript, including:
Commercial general liability insurance coverage with limits of at least $1,000,000 per occurrence and $2,000,000 annual aggregate.
Worker’s compensation insurance Limits in accordance with statutory requirements, and Employers Liability insurance with limits not less $1,000,000.
Cyber Liability (includes Third Party Liability for Network Security & Privacy Liability) with limits not less than $1,000,000 in the aggregate.
Excess/Umbrella Liability covering and in excess of Employer's Liability and General Liability identified above (and no more restrictive than the underlying insurance) consistent with the limits identified in the Parties’ License and Purchase Agreement.
Upon Company’s request, Service Provider shall provide Company the Insurance Certificates stated above.
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes any other agreement between the parties, whether written or oral. No change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.
This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto, except that Service Provider may not assign his duties hereunder.
All matters concerning the validity and interpretation of and performance under this Agreement shall be governed by the laws of the State of Delaware.
Each party shall execute such other documents and instruments as shall be requested by the other party to fully accomplish the purpose of this agreement.
Equipment Terms & Conditions
This contract is made by and between the Buyer and the Seller; whereby the Buyer agree to buy and the Seller agree to sell the under-mentioned equipment (the “Equipment”) according to the terms and conditions stipulated below:
To be packed in strong wooden case(s) or in carton(s), suitable for long distance parcel post/ air/ocean freight transportation and change of climate, and necessary measures shall be taken so that the Contract commodity will be well protected against moisture, shocks, rust, corrosion and other damages.
If any of the commodity is damaged or lost due to improper packing and/ or inadequate or improper protective measures taken by the Seller in regard to the packing, the Seller shall be liable for repair, replacement and/ or compensation.
The Seller shall mark on each package with fadeless paint the Contract number, the airport of destination, consignee, the package number, gross weight, net weight, measurement and the wordings: “KEEP AWAY FROM MOISTURE” “HANDLE WITH CARE”, “THIS SIDE UP” etc. and the shipping mark.
Time is of the essence of this Agreement. Seller shall delivery the Equipment as specified in the Purchase Order and subject to the liquidated damages of the delay on delivery agreed upon in Section 12 of this Agreement.
DDP to Buyer
To be covered by the Seller for 110% of contract value. Seller shall purchase sufficient insurance to cover the general liability, personal injury and death liability and other insurances required for the operation of its business and compensate Buyer for damages arising from Seller’s breach of the Agreement.
Certain % of T/T in advance within specific number of weeks after signed contract; Then certain % balance T/T upon installation.
(2) Packing list in 3 originals issued by the Manufacturer or the Seller.
(3) Certificate of quality and quantity issued by the Manufacturer/Seller in 1 original and 1 copy.
(4) The above documents will be shipped with the goods and electronic copy will be sent to the Buyer.
The Seller shall, immediately upon the completion of the loading of the goods, advise by e-mail the Buyer of the Contract No., commodity, quantity, shipment value, gross weight, name of flight and date of departure etc.
The Seller guarantees that the commodity hereof is made of the best materials with first class workmanship, brand new and unused, and complies in all respects with the quality and specification stipulated.
The warranty period of the products is counting from the date of acceptance of the products.
In case of any quality problem or other problems affecting the use of the products by the Buyer during the warranty period, the Seller shall make a response within 24 hours and complete the maintenance and replacement within 3 working days. All expenses incurred thereby shall be borne by the Seller itself.
Within the warranty period, if the Seller fails to respond within 24 hours after receiving the Buyer's notice of damage or fails to replace or repair the parts as required, the Buyer shall have the right to repair or replace the parts by itself or by a third party entrusted by the Seller, and all expenses incurred therefrom shall be borne by the Seller.
The Buyer shall also have the right to demand compensation from the Seller for the loss suffered thereby.
If the Seller fails to deliver the goods at the delivery date stipulated under clause 5, the Buyer shall be entitled to deduct liquidated damages from the Contract Price at the rate of 2.5% of the Contract Price for each week of the delay. If delivery is delayed by more than 8 weeks, The Buyer has the right to cancel the contract and charge the Seller a penalty of 5% of the contract price.
After arrival of the goods at the port of destination, if any discrepancies are found regarding the specifications or the quantity/weight or both, Buyer shall have the right either to reject the goods or to claim against the Seller on the strength of the inspection certificate within 60 days after discharge of the goods at the port of destination. All the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage, loading and unloading charges etc.) shall be borne by the Seller.After arrival of the goods at the port of destination, if any discrepancies are found regarding the specifications or the quantity/weight or both, Buyer shall have the right either to reject the goods or to claim against the Seller on the strength of the inspection certificate within 60 days after discharge of the goods at the port of destination. All the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage, loading and unloading charges etc.) shall be borne by the Seller.
The Seller is responsible for shipping the goods to the port of destination stipulated under clause 6 of the contract, and is responsible for the installation and debugging of the Buyer for free. After the conditions of the Buyer's installation site are ready and the Seller is informed of the on-site installation, the Seller shall undertake to conduct on-site installation and debugging within one week. Meanwhile, the Seller shall provide advanced personnel on-site training after the Buyer's personnel can independently operate the equipment. The Seller shall provide free training for the Buyer's personnel on the operation, simple maintenance and maintenance of the product until the Buyer's personnel can master the operation of the instrument. Any delay in installation shall be deemed as failure to deliver the products in time and the Seller shall pay liquidated damages to the Buyer in accordance with this contract(article 13).
Any and all claim against shall be regarded as accepted if the Seller fails to reply within 30 days after receipt of the Buyer’s claim.
The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, such as war, serious fire, flood, typhoon and earthquake, or other events agreed upon between both parties, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within fourteen days thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof.
Under such circumstances, the Seller, however, is still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyer shall have the right to cancel the Contract.
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of New Jersey, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980. Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, or related matters will be brought exclusively in the courts of New Jersey. All parties consent to the exclusive jurisdiction of those courts and waive any objection to the propriety or convenience of such venues.
The goods provided by the Seller to the Buyer under this contract (except those designed by the Buyer or completed according to the instructions of the Buyer) shall not infringe the intellectual property rights legally enjoyed by any third party. The Seller shall obtain all necessary licenses and pay all intellectual property license royalties according to laws, and shall ensure that the Buyer will not suffer any loss for any claim brought by others against the Seller for infringement upon intellectual property rights, misappropriation of trade secrets, unfair business activities or other reasons. If the Buyer suffers any loss for the above reasons, the Seller shall fully compensate for such loss. Other than the above liability for indemnification, the Seller shall further take the following one or multiple measures at its own costs according to the instructions of the Buyer: (i) To procure the Buyer to continue to use the goods in compliance with this Contract; (ii) To modify the goods to ensure no infringement and consistent with this Contract; (iii) To use goods without infringement and consistent with this Contract to replace the goods under dispute.
Tools, molds, drawings, and any other materials provided by the Buyer shall always be the property of the Buyer. The Seller shall properly keep the above items and return them to the Buyer in good condition at the Buyer's request or after the performance of the Contract. The Seller shall not detain any of the tools, molds, drawings, or materials of the Buyer at any time based on lien or any other reason.
Without the prior written consent of one party (the "disclosing party"), the other party (the "receiving party") shall not directly or indirectly disclose to any third party all specifications, data or other information, including price information, disclosed to it by the disclosing party and shall not make further use of (or use any information derived therefrom). The technical information provided by the Buyer to the Seller, including but not limited to work flow arrangement, design requirements and technical requirements, shall be deemed as the confidential information of the Buyer; The existence, content and performance of this contract shall also be deemed as the confidential information of the Buyer, and the Seller shall not disclose the existence, content or performance of this contract to any third party by any means. Upon request by the disclosing party, the receiving party shall immediately return all such information to the disclosing party.
If either party shall materially default in the performance of its obligations under this Agreement, the non-defaulting party may give written notice to the other party, specifying the nature of the default and, if the cure of such default has not commenced and continues to be diligently pursued within seven (7) business days of receipt of such notice, then the non-defaulting party shall have the right, in its sole discretion, either to immediately terminate this Agreement or suspend their performance of the same until such default has been cured. Termination under this Section shall relieve and release the terminating party from any further liabilities and obligations arising under this Agreement except any liabilities or obligations that accrued prior to the effective date of such termination.
Buyer may terminate this Agreement for convenience, without penalty, at any time, for any reason or for no reason, upon thirty (30) calendar days’ written notice. Termination under this Section shall relieve and release Buyer from any further liabilities and obligations arising under this Agreement, except any liabilities or obligations that accrued prior to the effective date of such termination, including reasonable wind-down costs and overhead related to the work being terminated.
If Seller fails to deliver and the delay has past two (2) months from the Delivery Date, in addition to the right of liquidated damages specified in Section 12, Buyer may send material default notice to Seller and give Seller additional thirty (30) days to cure. If Seller has not cured the material default within the additional thirty (30) days, Buyer has right to terminate the Agreement immediately and be released and relieved from further obligations and liabilities under the Agreement. Furthermore, Buyer may, without prejudice to any other remedy Buyer has available at law or in equity may, take due care to mitigate additional costs and expenses, and at its discretion, purchase the same equipment from another party, and Seller shall compensate Buyer on the cost difference between Seller’s price and the price of the second party, should the second party’s price be higher than Seller’s price.
The Attachments to the Contract are integral parts of the Contract and shall have the same legal force as the text of the Contract itself. The contract shall enter into force after it being executed by the authorized persons of both parties.
IN WITNESS THEREOF, this Contract is signed by both parties in two originals; each party holds one original.