Terms & Conditions of Sale

Terms & Conditions of Sale

1.  Purchase Orders:

(a) The Buyer agrees that these Terms and Conditions of Sale (“Terms and Conditions”) set forth herein shall be applicable to all quotations and Purchase Orders covering the sale of Seller’s products and services (“Goods”) to the Buyer as part of this sales transaction (“Subject Transaction”). The Buyer and Seller may be individually referred to as “Party” or collectively as the “Parties” within these Terms and Conditions.

(b) Seller expressly objects to and voids any and all terms and conditions appearing in or related to the Buyer’s Purchase Order unless such Buyer terms and conditions are expressly agreed to by Seller, in writing, and are incorporated into the Subject Transaction documents by an employee of the Seller who is authorized to enter into agreements on behalf of the Seller (“Authorized Representative”).

(c) A Buyer’s Purchase Order delivered to or accepted by the Seller’s sales person(s), agent(s), or website is not deemed accepted until approved, in writing, by an Authorized Representative of the Seller (“Seller’s Order Acknowledgment”) and is delivered to the Buyer.

(d) Buyer’s acceptance of these Terms and Conditions shall become effective when Buyer: (i) submits a Purchase Order to Seller, (ii) receives Seller’s Order Acknowledgement with these Terms and Conditions attached (the Seller’s Order Acknowledgement also states that these Terms and Conditions are available on Seller’s website), and (iii) does not expressly object to these Terms and Conditions, in writing, within 24 hours of receiving the Seller’s Order Acknowledgement.

(e) These Terms and Conditions, Seller’s Order Acknowledgment, Seller’s approved Purchase Order, Seller’s invoice, and any o stlther properly executed documents that become part of the Subject Transaction may be collectively referred to herein as the “Subject Transaction Agreements”.

2. Prices:

(a) The selling price of Goods for the Subject Transaction are set in Seller’s Order Acknowledgment in accordance with Paragraph 1.

(b) In addition to the stipulated purchase price of the Goods, any and all taxes (not including any income or excess profits taxes) that may be imposed by any taxing authority, arising from the sale, delivery, or use of the Goods, and for which the Seller may be held responsible for collection or payment, either on its own behalf or behalf of the Buyer, shall be paid by the Buyer to Seller. Seller shall include such taxes in its invoices to Buyer and Buyer shall pay such taxes according to Paragraph 5, if applicable.

3. Shipping, Title, and Risk of Loss:

Unless otherwise agreed to by the Parties, Buyer shall assume (i) the responsibility for shipping ordered Goods, (ii) the cost of shipping ordered Goods, (iii) title to the Goods once seller places the Goods into the possession of a designated carrier, and (iv) the risk of loss or damage to all Goods sold hereunder once a designated carrier takes possession of the Goods.

4. Delivery, Acceptance, Inspection And Payment Timeline:

(a) Buyer shall inspect and explicitly accept or reject ordered Goods delivered to Buyer by the Seller, whether the Goods are conforming or nonconforming, in writing, within fifteen (15) days of Seller’s delivery of such Goods. If Buyer fails to provide written notice to Seller under this Paragraph 4(a), the Buyer shall have waived its rights to reject the Goods and shall be considered to have accepted the Goods and to have found the Goods to be in conformance with the Purchase Order. 

(b) By accepting or rejecting Goods in accordance with Paragraph 4(a), Buyer certifies to the Seller that Buyer has, to its satisfaction, had a reasonable and sufficient opportunity to inspect the Goods and make Buyer’s determination as to the Goods conformance with the Purchase Order. Such notice and certification shall waive any and all claims Buyer may have against Seller related to inspection or acceptance of the Goods.

(c) If Buyer determines that Goods are nonconforming with the Purchase Order, Buyer’s written notice to Seller shall describe the nonconformance in a reasonable amount of detail and state whether Buyer will accept all nonconforming goods, accept some nonconforming Goods while rejecting others, or reject all nonconforming Goods.

(d) If Buyer accepts all nonconforming Goods under Paragraph 4(c), Buyer shall have waived any and all remedies against Seller for failure to perform under the terms of the Subject Transaction Agreements.

(e) If Buyer rejects all or a portion of the delivered nonconforming Goods under Paragraph 4(c), Buyer’s remedy for nonconforming Goods shall be subject to the remedy limits in Paragraphs 7, 9, and 10.

5. Payment Terms:

Unless otherwise provided, payment for Goods purchased and delivered under the Subject Transaction shall be made in U.S. dollars at the price stipulated in the Seller’s Order Acknowledgement no later than thirty (30) days after Buyer’s receipt of Seller’s invoice. The preceding payment terms are controlling and may only be modified or amended if alternative payment terms are agreed to by the Parties, in writing, and such amendments appear in the Seller’s invoice. Payment terms appearing in Buyer’s Purchase Order or any other documents are invalid. Any outstanding balances unpaid by the Buyer upon the payment due date, pursuant to these Terms and Conditions or the Seller’s invoice, shall be subject to payment of simple interest levied on the Subject Transaction’s payment due date and every additional thirty (30) days from the payment due date thereafter that the payment is late. Interest will be imposed at the maximum interest rate available in the state or province with jurisdiction over the Subject Transaction. Buyer shall not be excused from timely payment pending the inspection of Goods pursuant to Paragraph 4.

6. Packaging:

The Goods to be delivered hereunder shall be packed according to sound commercial practices for domestic shipment. Unless otherwise provided, export or other special packaging will be at additional charge to the Buyer.

7. Warranty:

(a) Seller warrants to Buyer that, at the time a carrier takes possession of the ordered Goods, the Goods will be free from defects in material and workmanship and will conform to the specifications as stipulated in the Purchase Order. Seller’s liability and Buyer’s remedy under this warranty are limited to repair or replacement, at Seller’s election, of Goods or parts thereof returned to Seller and which are shown, to Seller’s reasonable satisfaction, to be defective or nonconforming.

(b) Seller warrants to Buyer that it will convey good title to the Goods sold under
the subject Purchase Order. Seller’s liability and Buyer’s remedy under this warranty are limited to the removal of any title defect or, at the Seller’s election, the replacement of Goods with defective title.

(c) If applicable:

  1. Shipping charges for the return of defective or nonconforming Goods to the Seller, and the shipment of replacement Goods to the Buyer, shall be borne by the Seller.
  2. Seller shall reclaim from Buyer the title and risk of loss to defective or nonconforming Goods when a carrier takes possession of such Goods to transport those defective or nonconforming Goods from the Buyer to the Seller.
  3. The Seller shall hold title and the risk of loss to any replacement Goods while such replacement Goods are either in the Seller’s possession or are being shipped from the Seller to Buyer. In such circumstances, the Buyer shall take title and the risk of loss of the replacement Goods upon delivery of the replacement Goods, not upon inspection and acceptance of the Goods.
  4. This Paragraph 7(c) shall only apply if such defective or nonconforming Goods are returned in accordance with written shipping instructions obtained from Seller.

(d) All warranties and provisions found in Paragraph 7(a-c) shall only be effective if Buyer provides Seller with written notice of the Good’s defects or nonconformance pursuant to Paragraph 4.

(e) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE.

(f) THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR LOST PROFIT DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES REMEDIES OR THIS LIMITATION WILL BE BINDING UPON THE SELLER UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE SELLER.

8. Buyer’s Financial Status:

If, before completion of performance of this contract by Seller, the Buyer becomes
bankrupt, insolvent, or makes an assignment for the benefit of creditors, the Seller may, at its option, terminate this contract by giving to Buyer a written notice of termination and Seller shall, thereupon, be relived of any further obligations to Buyer. Buyer shall reimburse Seller for payment for Goods delivered, termination costs, and a reasonable profit allowance for the terminated Goods, services, labor, or work.

9. Excusable Delays:

Buyer acknowledges that the Goods called for by the subject Purchase Order are to be manufactured by or for Seller to fulfill the subject Purchase Order and that the delivery dates are based on the assumption that there will be no delay due to causes beyond the reasonable control of Seller. Seller shall not be charged with any liability for delay or non-delivery when due to delays of suppliers, acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, riots, public health emergencies, labor disputes, unusually severe weather or any other cause beyond the reasonable control of Seller. To the extent that such causes actually delay or prevent deliveries on the part of the Seller, the time for the Seller’s performance shall be extended for as many days beyond the date thereof as is required to obtain removal of such causes. This provision shall not, however, relieve Buyer from making payment(s) pursuant to either these Terms and Conditions or Seller’s Order Acknowledgement and invoice, nor relieve Seller from using its best efforts to avoid or remove such causes and continue performance with reasonable dispatch whenever such causes are removed.

10. Limitation on Liability:

The allocated price in the Subject Transaction of any Good alleged to be the cause of any loss or damage to the Buyer shall be the limit on Seller’s liability, whether founded in contract or tort (including negligence), arising out of, or resulting from (a) these Terms and Conditions or Seller’s performance of the Subject Transaction thereof, (b) the design manufacture, delivery, sale, repair, replacement, or (c) the use of any such Good or the furnishing of any such service. In no event shall Seller have any liability for loss of profits and/or any incidental, consequential, direct, or indirect damages.

11. Patent Indemnity:

Buyer shall conduct, at its own expense, the defense of any claim, suit, or action alleging that the use or resale by Buyer, or any subsequent purchaser or user of the Goods delivered hereunder, that directly infringes on any United States patent. Buyer shall indemnify, defend, and hold harmless Seller from any patent claim related to the Subject Transaction.

12. Seller’s Technical Data:

Any technical information or data which the Seller may disclose to the Buyer with respect to the design or manufacturing of the items covered by the Subject Transaction, which Seller identifies as proprietary, shall remain the Seller’s property and shall not be reproduced or disclosed to others by the Buyer unless such information or data is specifically required to be delivered under the Subject Transaction Agreements together with any rights to reproduction and disclosure. If Buyer discloses proprietary technical information or data the Buyer shall seek to correct the disclosure and notify the Seller immediately.

13. Special Parts Made To Order:

Buyer will accept over-runs or under-runs on each individual items not exceeding 30% of the quantities ordered, and the Seller will adjust the billing accordingly.


14. Dies, Tools, Etc.:

Seller hereby certifies that Goods sold hereunder which are produced or manufactured in the United States are produced in compliance with the Fair Labor Standards Act of 1983, as amended. All requirements as to the certificate contemplated in the October 26, 1949 amendment shall be considered as satisfied by this certification.

15. Assignment:

The Subject Transaction shall not be assigned in whole or in part by either Party without the prior consent of the other Party, which shall not be unreasonably withheld, except that Seller may assign its rights, liabilities, and obligations arising out of the Subject Transaction to one or more of its subsidiaries without prior consent.


16. Compliance with Fair Labor Standards Act:

Seller hereby certifies that Goods sold hereunder which are produced or manufactured in the United States are produced in compliance with the Fair Labor Standards Act of 1983, as amended. All requirements as to the certificate contemplated in the October 26, 1949 amendment shall be considered as satisfied by this certification.


17. Applicable Laws:

The Subject Transaction shall be interpreted in accordance with and governed by the laws of the State of Arizona without regard to conflicts of law provisions.

 

18. Waiver:

Waiver by either Party of a breach of any of these Terms and Conditions shall not constitute a waiver of any other breach of the same or other term within the Subject Transaction.


19. Errors:

Typographical and/or clerical errors in quotations, orders, and/or acknowledgements are subject to correction and may be amended by the Parties. Error corrections shall be subject to the modification provisions in Paragraph 20.


20. Severability:

In the event that one or more of the provisions of these Terms and Conditions, or any application thereof, shall be found invalid or unenforceable, the validity and enforceability of the remaining provisions and any application thereof shall not in any way be impaired thereby.


21. Entire Agreement:

The Subject Transaction Agreements, in accordance with this Paragraph 20, constitute the entire agreement between the Parties. In the event of a conflict between documents within the Subject Transaction Agreements, these Terms and Conditions shall supersede and govern unless a term within these Terms and Conditions provides otherwise. No amendment or modification of the Subject Transaction Agreements shall be binding on the Parties unless amended in writing and signed by both Parties hereto.


22. Days:

All references to the word “day(s)” in the Subject Transaction Agreements refer to calendar days.


23. Dispute Resolution:

In the event that good faith negotiations fail to resolve a dispute between the Buyer and Seller within a reasonable amount of time based on the nature of the particular dispute, the Buyer or Seller may seek resolution in a court of competent jurisdiction, pursuant the limitations of liability found in Paragraphs 7, 9, and 10.

Terms & Conditions of Purchase

Terms & Conditions of Purchase

1. Purchase Orders:

a) The Profile Extrusion Company (“Buyer”) and the Seller agree that these Terms and Conditions of Purchase (“Terms and Conditions”) set forth herein shall be applicable to all quotations and Purchase Orders covering the sale of Seller’s products and services (“Goods”) to the Buyer as part of this sales transaction (“Subject Transaction”).

b) The Buyer and Seller may be individually referred to as “Party” or collectively as the “Parties” within these Terms and Conditions.

c) Notwithstanding any other writings associated with this Subject Transaction, these Terms and Conditions shall control the Subject Transaction and all other Buyer or Seller terms and conditions are expressly voided unless Buyer and Seller agree to such other terms and conditions in writing and incorporate such terms and conditions into the Subject Transaction documents. Written incorporation of additional terms and conditions into the Subject Transaction shall only become effective if executed by an employee of the Buyer and Seller who are authorized to enter into agreements on behalf of each Party (“Authorized Representative”).

d) Buyer’s acceptance of these Terms and Conditions shall become effective when Seller formally acknowledges and accepts Buyer’s Purchase Order (“Seller’s Order Acknowledgment”) without objecting to these Terms and Conditions, in writing, prior to or concurrent with Seller executing its Seller’s Order Acknowledgement.

e) These Terms and Conditions, Seller’s Order Acknowledgment, Buyer’s approved Purchase Order, Seller’s invoice, and any other properly executed documents that become part of the Subject Transaction may be collectively referred to herein as the “Subject Transaction Agreements.”

2. Prices:

a) The price of Goods for the Subject Transaction is set forth in Seller’s invoice in accordance with Paragraph 1.

b) In addition to the stipulated purchase price of the Goods, any and all taxes (not including any income or excess profits taxes) that may be imposed by any taxing authority, arising from the sale, delivery, or use of the Goods, and for which the Seller may be held responsible for collection or payment, either on its own behalf or behalf of the Buyer, shall be paid by the Buyer to Seller. Seller shall include such taxes in its invoices to Buyer and Buyer shall pay such taxes according to Paragraph 5, if applicable.

3. Shipping, Title, and Risk of Loss:

a) Unless otherwise agreed to by the Parties, Seller shall assume both (i) the
responsibility for shipping ordered Goods and (ii) the cost of shipping ordered Goods.

b) Unless otherwise agreed to by the Parties, Seller shall maintain (i) the title to the Goods until a designated carrier delivers the Goods into the Buyer’s possession and (ii) the risk of loss or damage to all Goods sold hereunder until a designated carrier delivers the Goods into the Buyer’s possession.

4. Delivery, Acceptance, and Inspection:

a) The Buyer shall inspect and explicitly accept or reject ordered Goods delivered to Buyer by the Seller, whether the Goods are conforming or nonconforming, in writing, within thirty (30) days of Seller’s delivery of such Goods. If Buyer fails to provide written notice to Seller under this Paragraph 4(a), the Buyer shall have waived its rights to reject the Goods and shall be considered to have accepted the Goods and to have found the Goods to be in conformance with the Purchase Order.

b) By accepting or rejecting Goods in accordance with Paragraph 4(a), Buyer certifies to the Seller that Buyer has, to its satisfaction, had a reasonable and sufficient opportunity to inspect the Goods and make Buyer’s determination as to the Goods conformance with the Purchase Order. Such notice and certification shall waive any and all claims Buyer may have against Seller related to inspection or acceptance of the Goods.

c) If Buyer determines that Goods are defective or nonconforming with the Purchase Order, Buyer’s written notice to Seller shall describe the defect or nonconformance in a reasonable amount of detail and state whether Buyer will accept all defective or nonconforming goods, accept some defective or nonconforming Goods while rejecting others, or reject all defective or nonconforming Goods.

d) If Buyer accepts all defective or nonconforming Goods under Paragraph 4(c), Buyer shall have waived any and all remedies against Seller for failure to perform under the terms of the Subject Transaction Agreements.

e) If Buyer rejects all or a portion of the delivered defective or nonconforming Goods under Paragraph 4(c), Buyer’s remedy for defective or nonconforming Goods shall be subject to the remedy limits in Paragraphs 7, 8, and 9.

f) Notwithstanding the foregoing Paragraphs 4(a-e), Buyer reserves the right to revoke its acceptance of Goods, in whole or in part, if the Buyer, after explicitly or implicitly accepting Goods, becomes aware of a defect or nonconformance that was not readily apparent during the inspection period without Seller putting the Goods to their intended use.

5. Payment Terms:

Unless otherwise provided, payment for Goods purchased and delivered under the Subject Transaction shall be made in U.S. dollars at the price stipulated in the Seller’s invoice no later than forty-five (45) days after Buyer’s receipt of Seller’s invoice. The preceding payment terms are controlling and may only be modified or amended if alternative payment terms are agreed to by the Parties, in writing, and such an amendment appears in the Seller’s invoice. Buyer shall be excused from timely payment under this Paragraph 5 pending the inspection of Goods pursuant to Paragraph 4. If Buyer, in its sole discretion, suspends payment to further inspect Goods or to determine the remedy Buyer seeks for nonconforming or defective Goods, Buyer shall promptly pay Seller’s invoice once the Parties jointly agree on the remedy for nonconforming or defective Goods. Buyer shall promptly notify Seller, in writing, if Buyer determines Buyer will suspend payment pursuant to this Paragraph 5.

6. Packaging:

The Goods to be delivered hereunder shall be packed according to sound commercial practices for domestic shipment. Unless otherwise provided, export or other special packaging will be at an additional charge to the Buyer.

7. Warranty:

a) Seller warrants to Buyer that, at the time a designated carrier delivers possession of the ordered Goods to Buyer, the Goods will be free from defects in material and workmanship and will conform to the specifications stipulated in the Purchase Order.

b) Buyer’s remedy under Paragraph 7(a) for Seller’s delivery of either defective or nonconforming Goods shall include (i) the repair or replacement of the Goods or (ii) a refund of the purchase price. The choice of remedy may be negotiated between Buyer and Seller but the remedy implemented shall be at Buyer’s discretion. Such defect or nonconformance of Goods shall be reasonably demonstrated by the Buyer to Seller, but the determination that the Goods are defective or nonconforming remains exclusively within the reasonable determination of the Buyer.

c) If applicable:

  1. Seller shall be responsible for, and shall bear the costs of, (i) shipping defective or nonconforming Goods back to Seller and (ii) for shipping replacement Goods to the Buyer.
  2. Seller shall reclaim from Buyer the title and risk of loss to defective or nonconforming Goods when a carrier takes possession of such Goods to transport those defective or nonconforming Goods from the Buyer back to the Seller.
  3. Seller shall hold title and the risk of loss to any replacement Goods while such replacement Goods are in the Seller’s possession and are being shipped from the Seller to Buyer by a designated carrier. Buyer shall take title and the risk of loss of the replacement Goods upon delivery of the replacement Goods into Buyer’s possession. Upon a designated carrier’s delivery of any replacement Goods to the Buyer, Buyer shall inspect and accept or reject the replacement Goods according to Paragraph 4.

d) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE.

8. Excusable Delays:

a) Seller shall not be responsible for delays or non-delivery when delays are caused by delays of suppliers, acts of God or the public enemy, compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it proves to be invalid, fires, riots, public health emergencies, labor disputes, unusually severe weather or any other cause beyond the reasonable control of Seller.

b) To the extent that such causes in Paragraph 8(a) actually delay or prevent deliveries on the part of the Seller, the time for the Seller’s performance shall be equitably extended for as many days beyond the date thereof as is required to obtain removal of such causes. This provision shall not, however, relieve Seller from using its best efforts to avoid or remove such causes of delay and to continue performance with reasonable dispatch whenever such causes are removed.

c) Buyer’s payment obligations pursuant to these Terms and Conditions, Seller’s Order Acknowledgement, or Seller’s invoice shall be equitably adjusted in the event that (i) Buyer encounters a form of delay enumerated in Paragraph 8(a) or (ii) Seller’s delay causes financial hardship on the Buyer and such hardship can be remedied by such an equitable adjustment of the payment schedule.

d) In the event that both or either Party seeks relief from its obligations under the Terms and Conditions according to this Paragraph 8, the Party seeking relief shall notify the other Party of the delay-causing event as soon as is practicable.

e) Neither Party shall be deemed to have an excused delay without the written consent of the other Party (“Excused Delay Consent”); which consent shall not be unreasonably withheld. The Party being asked to issue an Excused Delay Consent based on this Paragraph 8 should err on the side of granting an Excused Delay Consent where (i) an excused delay determination is reasonably questioned by the non-requesting Party and (ii) such an Excused Delay Consent will not harm the non-requesting Party.

9. Limitation on Liability:

The allocated price in the Subject Transaction of any Good alleged to be the cause of any loss or damage to the Buyer shall be the limit on Buyer’s remedy, whether founded in contract or tort (including negligence), arising out of, or resulting from (a) these Terms and Conditions or Buyer and Seller’s performance of the Subject Transaction thereof, (b) the design manufacture, delivery, sale, repair, replacement, or (c) the use of any such Goods or the furnishing of any such service. The preceding limit on Buyer’s remedy shall have no impact or affect in the event that a defect or nonconformance in Seller’s Goods gives rise to a claim, of any nature, for harms to either Buyer or Buyer’s customers that cannot be remedied by limiting Buyer’s remedy to the Subject Transaction price.

10. Patent Indemnity:

Seller shall conduct, at its own expense, the defense of any claim, suit, or action alleging that the use or resale by Buyer, or any subsequent purchaser or user of the Goods delivered hereunder, directly infringes on any patent. Seller shall indemnify, defend, and hold harmless Buyer from any patent claim related to the Subject Transaction.

11. Buyer’s Technical Data:

Any technical information or data which the Buyer may disclose to the Seller with respect to the intended use of the Goods covered by the Subject Transaction, which Buyer identifies as proprietary or confidential, shall remain the Buyer’s property and shall not be reproduced or disclosed to others by the Seller unless such information or data is specifically required to be delivered under the Subject Transaction Agreements together with any rights to reproduction and disclosure. If Seller discloses proprietary technical information or data the Seller shall seek to correct the disclosure and notify the Buyer immediately.

12. Dies, Tools, Etc.:

Except for any special tooling furnished by the Seller, all items, supplies, and special tools required for the Subject Transaction shall remain the property of the Buyer.

13. Assignment:

The Subject Transaction shall not be assigned in whole or in part by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld, except that Buyer may assign its rights, liabilities, and obligations arising out of the Subject Transaction to one or more of its subsidiaries without prior consent.

14. Applicable Law:

The Subject Transaction shall be interpreted in accordance with and governed by the laws of the State of Arizona without regard to conflicts of law provisions.

15. Waiver:

Waiver by either Party of a breach of these Terms and Conditions shall not constitute a waiver of any other breach of the same or other term within the Subject Transaction Agreements.

16. Entire Agreement:

The Subject Transaction Agreements, in accordance with this Paragraph 16, constitute the entire agreement between the Parties. In the event of a conflict between documents within the Subject Transaction Agreements, these Terms and Conditions shall supersede and govern unless a term within these Terms and Conditions provides otherwise. No amendment or modification of the Subject Transaction Agreements shall be binding on the Parties unless amended in writing and signed by both Parties hereto.

17. Severability:

In the event that one or more of the provisions of these Terms and Conditions, or any application thereof, shall be found invalid or unenforceable, the validity and enforceability of the remaining provisions, and any application thereof, shall not in any way be impaired thereby.

18. Days:

All references to “day(s)” in the Subject Transaction Agreements refer to calendar days.

19. Dispute Resolution:

In the event that good faith negotiations fail to resolve a dispute between the Buyer and Seller within a reasonable amount of time based on the nature of the particular dispute, the Buyer or Seller may seek resolution in a court of competent jurisdiction, pursuant to the limitations of liability found in Paragraphs 7, 8, and 9.