MIDSOUTH TAG & LABEL, INC.
GENERAL TERMS AND CONDITIONS OF SALE
a. The sale of any and all MidSouth Tag & Label, Inc. (“MidSouth”) goods (“Goods”) to you, the Customer (“Customer”), and the provision of services in connection therewith, are governed by, based upon, and subject to the following General Terms and Conditions (the “Terms”).
b. The order acknowledgment (the “Order Acknowledgment”) 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 Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. Customer’s performance under this Agreement constitutes acceptance of MidSouth’s Order Acknowledgment and these Terms. For the avoidance of doubt, any and all references by MidSouth to Customer’s specifications and similar requirements are only to describe the products and work covered hereby, and no warranties or other terms therein shall have any force or effect. No representation, promise or term not set forth in this Agreement has been or may be relied upon by Customer. In the event of any conflict between these Terms and the Order Acknowledgment, the Order Acknowledgment shall govern.
- Delivery of Goods
a. MidSouth will use commercially reasonable efforts to deliver the Goods within the time specified in the Order Acknowledgment, subject to availability of component parts and raw materials. MidSouth assumes no responsibility for loss or damage arising from late delivery by reason of fire, floods, labor disturbances, acts of God, accidents, delays, loss or damage in transit, compliance with applicable export and import regulations or other causes unavoidable or beyond its control.
b. Unless otherwise agreed in writing by the parties, Goods shall be delivered to MidSouth’s dock (“Manufacturer’s Dock”). All risk of loss passes to Customer upon tender of the Goods to Customer or a carrier, regardless of whether MidSouth prepays shipping charges. MidSouth’s breach shall not affect the passing of risk of loss to Customer notwithstanding any provision of law to the contrary. Any claim by Customer for shortages in any delivery must be in writing with satisfactory evidence of same and received by MidSouth within five (5) days of delivery. Customer’s failure to provide such notice shall constitute Customer’s irrevocable acknowledgement of delivery in full. Upon MidSouth’s verification of any shortage, MidSouth may, in its discretion, deliver sufficient Goods to complete the order or modify the order and deem it fulfilled. Customer shall be responsible for, and shall indemnify MidSouth for, all customs, duties fees and other costs related to the export of Goods from the United States, or import of the Goods into another jurisdiction.
c. MidSouth may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s order.
d. Notwithstanding Section 7, if MidSouth is unable to deliver the Goods at the Manufacturer’s Dock on the date fixed pursuant to MidSouth’s notice that the goods have been delivered to the Manufacturer’s Dock because of an act or omission of Customer, including, without limitation because Customer has not provided appropriate instructions, documents, licenses or authorizations, or Customer’s refusal to permit delivery: (i) risk of loss to the Goods shall pass to Customer; (ii) the Goods shall be deemed to have been delivered; and (iii) MidSouth, at its option, may store the Goods until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, handling, cartage, storage and insurance).
e. If, after manufacturing has begun or any portion of the Goods is ready for shipment, MidSouth is advised by Customer that Customer is unable to accept delivery, Customer will accept and agrees to pay storage charges in the form of handling, cartage and/or warehouse charges as determined and invoiced by MidSouth in its sole discretion.
f. Acceptance by Customer of any Goods delivered pursuant to this Agreement shall constitute a waiver by Customer of any claim for damages on account of any delay in delivery of such Goods. If any delay is a result, in whole or in part, of Customer’s delay in approving or accepting designs, drawings, prints, technical data or the Goods, then MidSouth shall be entitled to an adjustment in price commensurate with any increase in MidSouth’s cost of production and any other losses and expenses incurred by MidSouth attributable to such delays, which shall be determined in MidSouth’s sole discretion.
- Quantity. If MidSouth delivers to Customer a quantity of Goods other than the quantity set forth in the Order Acknowledgment, Customer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall. In the event of a surplus, Customer shall pay for the amount of Goods set forth in the Order Acknowledgment and shall have the option to purchase the surplus Goods at the price per unit quoted for such Goods in the Order Acknowledgment. In the event of a shortfall, Customer shall pay the price set forth in the Order Acknowledgment for such Goods, adjusted pro rata.
- Shipping Terms. Delivery shall be made FOB the Manufacturer’s Dock.
- Title and Risk of Loss. Title and risk of loss pass to Customer upon delivery of the Goods at the Manufacturer’s Dock. As collateral security for the payment of the purchase price of the Goods, Customer hereby grants to MidSouth a lien on and security interest in and to all of the right, title and interest of Customer in, to and under the Goods, 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. Upon failure to make payment in accordance with this Agreement, MidSouth shall be entitled to take immediate possession of any such Goods and retain any or all partial payments which have been made as liquidated damages. The security interest granted under this provision constitutes a purchase money security interest under the Alabama Uniform Commercial Code. Customer agrees to undertake any actions, and/or execute any documents required for MidSouth to record, perfect or execute upon is security interest in the Goods.
- Customer’s Acts or Omissions. If MidSouth’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees or any third party under MidSouth’s control, MidSouth 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 Customer, in each case, to the extent arising directly or indirectly from such prevention or delay. If delivery is delayed by twelve (12) months or more, except through the exclusive fault of MidSouth, the Price set forth in the Order Acknowledgment may be increased by MidSouth to a level equal to the prevailing price in effect at the time of the revised delivery date.
- Inspection and Rejection of Nonconforming Goods.
a. Customer shall inspect the Goods within three business days of receipt of each shipment of Goods, to the extent made in partial shipments (“Inspection Period”). Customer will be deemed to have accepted the Goods unless it notifies MidSouth in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by MidSouth. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Customer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents. For the avoidance of doubt, Nonconforming Goods excludes Goods that are in compliance with the drawings and specifications provided to MidSouth by Customer.
b. If Customer timely notifies MidSouth of any Nonconforming Goods, MidSouth shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship subject to reimbursement as set forth in clause (i) of this Section 7(b), the Nonconforming Goods to MidSouth’s facility located at the address specified on the Order Acknowledgment. If MidSouth exercises its option to replace Nonconforming Goods, MidSouth shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer, at MidSouth’s expense and risk of loss, the replaced Goods to the Manufacturer’s Dock.
c. Customer acknowledges and agrees that the remedies set forth in Section 7(b) are Customer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Customer are made on a one-way basis, and Customer has no right to return Goods purchased under this Agreement to MidSouth.
a. Customer shall purchase the Goods from MidSouth at the price(s) (the “Price”) set forth in the Order Acknowledgment.
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 Customer. Customer shall be responsible for all such charges, costs and taxes; provided, that Customer shall not be responsible for any taxes imposed on, or with respect to, MidSouth’s income, revenues, gross receipts, personnel, personal or real property or other assets.
- Payment Terms.
a. Customer shall pay all invoiced amounts due to MidSouth within thirty (30) days from the date of MidSouth’s invoice. Customer shall make all payments hereunder by cash, check, ACH transfer or wire transfer of immediately available funds and in U.S. dollars with payment in the United States.
b. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse MidSouth 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 MidSouth does not waive by the exercise of any rights hereunder), MidSouth shall be entitled to suspend the delivery of any Goods if Customer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.
c. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with MidSouth, whether relating to MidSouth’s breach, bankruptcy or otherwise.
- Order Cancellation. Cancellation of an order can be made only with the prior written consent of MidSouth. In the event of cancellation or suspension of construction at Customer’s request, Customer agrees to reimburse MidSouth promptly for all expenditures for materials used or appropriated, labor and design services, any proportionate share of indirect manufacturing, selling, and administrative expenses incurred in connection with the Goods or services so far as such work has been completed, plus a proportionate share of contemplated profit in accordance with invoices to be rendered by MidSouth.
- Change Orders.
a. If either party wishes to change the Goods, it shall submit details of the requested change to the other party in writing. MidSouth shall, within a reasonable time after such request, provide a written estimate to Customer of:
i. the likely time required to implement the change;
ii. any necessary variations to the fees and other charges arising from the change;
iii. the likely effect of the change on the Goods; and
iv. any other impact the change might have on the performance of this Agreement.
b. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 30.
c. Notwithstanding Section 11(a) and Section 11(b), MidSouth reserves the right, with Customer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, to substitute for materials specified, providing the substitution is, in MidSouth’s opinion, of equally good construction.
- Limited Warranty.
a. Seller warrants to Buyer that the product is free from defect for a period of 180 days following the manufacturing date of such product. Seller’s only obligation is to replace the quantity of the product proved by Buyer to be defective within 180 days from its manufacturing date.
b. EXCEPT FOR THIS LIMITED WARRANTY, (A) NEITHER SELLER NOR ANY PERSON ON SELLER’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF.
c. Before using or sending to a third party, Buyer shall determine suitability of the product for intended use, and Buyer assumes all risks and liability whatsoever in the connection therewith.
d. This warranty does not include:
• Any condition resulting from a use for which the product was not intended
• Any condition resulting from incorrect or inadequate storage
• Damage resulting from misuse, abuse, negligence, accidents or shipping damage
• Dissatisfaction due to Buyer’s remorse
• Damages incurred during transportation
THIS SECTION 12 IS SELLER’S SOLE AND EXCLUSIVE WARRANTY, AND THERE SHALL BE NO THIRD-PARTY BENEFICIARIES TO THIS WARRANTY.
THE REMEDIES SET FORTH IN THIS SECTION 12 SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND MIDSOUTH’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 12.
- Limitation of Liability.
a. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, IN NO EVENT, WHETHER AS A RESULT OF OR ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, SHALL MIDSOUTH BE LIABLE TO ANY CUSTOMER OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, LOSS OF USE OF THE GOODS OR OTHER PROPERTY OR EQUIPMENT, DAMAGE TO OTHER PROPERTY, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, DOWNTIME, OR THE CLAIMS OF CUSTOMER’S CUSTOMERS FOR ANY OF THE AFORESAID DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MIDSOUTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL MIDSOUTH BE LIABLE FOR, AND CUSTOMER AGREES TO INDEMNIFY MIDSOUTH FOR, ALL PERSONAL INJURY, PROPERTY DAMAGE OR OTHER LIABILITY RESULTING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF CUSTOMER.
c. IN NO EVENT SHALL MIDSOUTH’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 TOTAL OF THE AMOUNTS PAID TO MIDSOUTH FOR THE GOODS AND SERVICES SOLD HEREUNDER.
- Intellectual Property.
a. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to patents, trademarks, copyrights, inventions, discoveries, works of authorship and designs, whether or not copyrightable, internet domain names, software, firmware, data, trade secrets, and all other industrial and other intellectual property rights that arise from or relate in any way to the Goods or services provided pursuant to these Terms, whether pre-existing, or as the result of the provision of the Goods or services pursuant to these Terms, including, but not limited to, any design, manufacture, or programming activities performed pursuant to these Terms.
b. Customer acknowledges and agrees that all Intellectual Property Rights are the sole and exclusive property of MidSouth; Customer shall not acquire any ownership interest in any Intellectual Property Rights under this Agreement, these Terms, or any proposal; if Customer acquires any Intellectual Property Rights, by operation of law or otherwise, such rights are deemed and are hereby irrevocably assigned to MidSouth, as the case may be, without further action by either of the parties; and Customer shall use any Intellectual Property Rights solely for purposes of using the Goods or services delivered under these Terms and only in accordance with these Terms and the instructions of MidSouth. Customer shall not take any action that interferes with any of MidSouth’s rights in or to Intellectual Property Rights; challenge any right, title, or interest of MidSouth in or to Intellectual Property Rights; or make any claim or take any action adverse to MidSouth’s ownership of Intellectual Property Rights.
- Insurance. During the term of this Agreement, Customer 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 $1,000,000 per occurrence and $2,000,000 in the aggregate with financially sound and reputable insurers. Upon MidSouth’s request, Customer shall provide MidSouth with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name MidSouth as an additional insured. Customer shall provide MidSouth with thirty (30) days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against MidSouth’s insurers and MidSouth.
- Compliance with Law. Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Customer shall be responsible for compliance with any applicable laws, regulations, statutes or ordinances that affect it, or its use of the Goods (including any related documentation, technical data, or information “Data”). Goods and Data may be subject to export controls under the laws of the United States, and/or import regulations of the country of use. Export to any other country, or disclosure to a non-U.S. person is prohibited without prior authorization. Customer agrees and warrants that it will not export, re-export, re-transfer, re-direct or divert Goods or Data, either directly or indirectly, without first obtaining any necessary governmental or other authorizations where required, and shall fully comply in all aspects of such laws. Customer shall hold harmless and indemnify MidSouth for any costs or damages resulting to MidSouth from a breach of this section. Customer assumes all responsibility for shipments of Goods requiring any government import clearance. MidSouth may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
- Termination; Events of Default.
a. In addition to any remedies that may be provided under these Terms, MidSouth may, in its sole discretion, terminate this Agreement, defer shipments, cancel the balance of the order, suspend performance of any obligation (including, without limitation, all obligations set forth in Section 12 (Limited Warranty)), and/or take immediate possession of the Goods that have been delivered, with immediate effect without prior notice or demand, if: (a) Customer fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after Customer’s receipt of written notice of nonpayment; (b) MidSouth believes, in good faith, that Customer has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) Customer 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.
b. If, at any time and for any reason, MidSouth questions Customer’s ability to perform under this Agreement, MidSouth may demand such assurances of Customer’s performance as MidSouth shall deem necessary in its discretion, including, without limitation, payment in advance for all shipments. If Customer fails within ten (10) days of MidSouth’s demand to provide MidSouth with such assurance, MidSouth shall be entitled to cancel any order then outstanding, receive reimbursement for MidSouth’s reasonable cancellation charges and may collect, without limitation, any sums due and owing, its reasonable cancellation charges and all damage resulting from Customer’s default.
c. In the event of any termination under this Section 17, Customer shall reimburse MidSouth for all costs incurred in connection with such termination, including, without limitation, reasonable attorney’s fees.
- Waiver. No waiver by MidSouth of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by MidSouth. 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.
- Confidential Information. All non-public, confidential or proprietary information of MidSouth, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by MidSouth to Customer, 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 MidSouth in writing. Upon MidSouth’s request, Customer shall promptly return all documents and other materials received from MidSouth. MidSouth 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 Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party. In addition to available state Law, confidential information of MidSouth will be construed to be a trade secret in accordance with the United States Defend Trade Secrets Act (DTSA) and/or European Directive 2016/943 (EU 943), and protectable in accordance with the rights and remedies afforded thereunder. Notwithstanding anything herein to the contrary, pursuant to DTSA/EU 943, no manager, officer or employee of a party, shall be criminally or civilly liable for the disclosure of confidential information (1) made in confidence to a Federal, State or Local government official or to an attorney for the purpose of reporting or investigating a possible violation of law, (2) is made under seal in a complaint or other document filed in a lawsuit or legal proceeding, or (3) where the individual files a lawsuit for retaliation for reporting a suspected legal violation and discloses confidential information to the individual’s attorney, or under seal in a court proceeding, or otherwise pursuant to court order.
- Artwork, Plates and Tooling. Buyer shall be charged for artwork, printing plates, dies and tooling. All such charges shall be invoiced with the first shipment unless otherwise agreed. Artwork, printing plates, dies and tooling shall remain Seller’s property. Seller will hold and maintain these items up to two years from last production run.
- Force Majeure. MidSouth shall not be liable or responsible to Customer, 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 MidSouth 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, 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, telecommunication breakdown or power outage.
- Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of MidSouth. Any purported assignment or delegation in violation of this Section 22 is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
- 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.
- 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.
- Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Alabama.
- Submission to Jurisdiction. This Agreement and all rights and obligations hereunder shall be governed by the laws of the State of Alabama. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be tried in the courts of Shelby County, Alabama or in the Federal District Court for the Northern District of Alabama, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Customer waives any objection to the venue of those courts.
- 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 Order Acknowledgment 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) 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 by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 27.
- 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.
- 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 provisions: Intellectual Property, Compliance with Laws, Confidential Information, Governing Law, Limitation of Liability, Waiver, No Third-Party Beneficiaries, Submission to Jurisdiction and Survival.
- 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.
- Statute of Limitations. Any action for a breach of this Agreement must be bought within one (1) year after the cause of action has accrued.
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