QuadMetalworks - Terms & Conditions

SERVICE TERMS AND CONDITIONS

Scope
1. Quad Metalworks, a division of Quad/Graphics, Inc., (“QMW”) shall perform the Services described in a Statement of Work (the “SOW”) to which these Terms and Conditions are incorporated by reference. Capitalized terms used but not defined in these Terms and Conditions shall have the meanings given to such terms in the SOW. In the event of any conflict between these Terms and Conditions and any express agreement set forth in the SOW, the terms of the SOW shall prevail. The SOW and these Terms and Conditions are referred to herein and therein as the “Agreement.”
2. Client agrees to purchase the Services described in the SOW. QMW shall have no obligation to provide any services other than those specifically and expressly defined in the SOW.
3. Changes to the scope of the Services shall be made only in a writing executed by an authorized representative of each party. QMW shall have no obligation to commence work in connection with any change to the Services until the fee and/or schedule impact of the change is agreed upon by the parties in writing. Notwithstanding the foregoing, if QMW, at the request of or with notice to Client and with Client’s written approval thereof, performs work that is not covered by the SOW or that exceeds the scope of Services defined in the SOW, such work shall be deemed Services provided pursuant to this Agreement for which QMW shall be compensated pursuant to Section III (Payment).
Term This Agreement shall be effective from upon the earlier of QMW providing Services to Client or the execution of the SOW and shall continue in effect until the Services are performed or until the period designated in the SOW.
Payment
1. Client shall pay all fees invoiced to Client for the Services within thirty (30) days upon receipt of invoice in accordance with the directions provided by QMW.
2. Unless otherwise provided in the SOW, QMW shall be reimbursed by Client for all reasonable expenses incurred by QMW in the performance of the Services, including, but not necessarily limited to, travel and lodging expenses, communications charges, parts, and supplies. QMW may invoice Client for reimbursable expenses at any time or require that such expenses be paid in advance.
3. Client shall pay for all taxes, including any interest and penalties from any related deficiency, in connection with this Agreement (except taxes based on or measured by QMW’s net income) including any sales, use, excise, value-added, services, consumption, withholding and other taxes and duties assessed on the provision of services by QMW to Client or on QMW’s charges to Client under this Agreement including the reimbursement of expenses.
4. Should any portion of an invoice be disputed in good faith, Client will provide written notice to QMW clearly setting forth the nature of the dispute and all facts supporting such dispute not later than thirty (30) days of the date of the invoice. Client will timely pay any undisputed portions of disputed invoices. If Client timely provides a notice of dispute, the Parties will negotiate in good faith with reasonable diligence to resolve the disputed portion of such invoice within thirty (30) days of Client’s written notice to QMW. If the Parties are unable to resolve such dispute within said thirty (30) days, QMW may exercise any and all remedies available to QMW under this Agreement, by law or in equity, all of such remedies being cumulative.
5. Any past due invoiced sums will bear interest from and after the due date until the invoice is paid at the lesser of one percent (1.5%) per month, compounded monthly, or the highest rate allowed by applicable law. Client is responsible for and shall pay to QMW all costs and fees incurred by QMW, including reasonable attorneys’ fees, to collect any past due sums.
Client Obligations
1. Client agrees to comply with QMW's procedures for obtaining the Services, as set forth in the SOW.
2. Client agrees that, unless otherwise agreed, QMW shall not be responsible for providing any service directly to any third party, including without limitation, Client's customers, end users of the Products, or any affiliates thereof.
3. In addition to Client’s express obligations under the SOW, Client shall, at Client’s sole cost and expense, (i) cooperate with QMW and QMW personnel in all matters relating to the Services, provide access to Client’s personnel, premises, books and records, and such office accommodations and other facilities as may reasonably be requested by QMW for the purposes of performing the Services; (ii) provide a VPN or suitable internet connection, (iii) respond promptly to any request by QMW to schedule meetings and provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for QMW to perform the Services; (iv) provide such materials or information as QMW may reasonably request to carry out the Services; (v) ensure that any materials or information provided by Client are complete and accurate in all material respects; (vi) obtain all necessary rights and licenses necessary for Client to use any tools, software, or other material or information reasonably requested by QMW or that are necessary for QMW to perform the Services; (vii) obtain and maintain all necessary licenses and consents necessary for QMW to perform the Services (other than those that must be obtained by QMW); (viii) provide a healthy and safe work environment, as determined by QMW in it sole discretion, and (viiix) comply with all applicable laws, rules and regulations (collectively, with the Client’s obligations in the SOW, the “Client Responsibilities”).
4. The SOW may contain certain assumptions related to the Services. Client understands and agrees that QMW’s performance of the Services is dependent upon the accuracy of these assumptions and Client’s timely and effective performance of the Client Responsibilities, and that QMW shall not be liable for or with respect to any non-performance or delays caused by the failure of such assumptions to be accurate or correct or Client’s failure to timely perform Client Responsibilities.
5. If any of the Services requires Client to use or access any third-party products or services, including software and financial reporting tools and methodologies, Client shall be responsible for obtaining the same. Client acknowledges and agrees that its rights to and use of any such third party products or services will be governed by a separate agreement between Client and such third party and may require Client to pay a fee to and/or obtain a license from such third party. If expressly authorized in the SOW, QMW may pay for such third party products and services and invoice Client in advance or in arrears for the same, including taxes, shipping charges, and other out of pocket costs or fees, as applicable.
6. QMW may suspend performance of the Services at any time during which Client is in breach of this Agreement, including any failure to pay any fees owed when due or any failure to perform the Client Responsibilities.
Confidentiality
1. Each party agrees that it will not make use of, disseminate, or in any way disclose the other party's Confidential Information to any person, firm or business, except as authorized by this Agreement and to the extent necessary for performance of this Agreement. "Confidential Information" means any information) technical data, or know-how relating to performance of Agreement that, if disclosed in written form, is designated in writing to be confidential or proprietary, or if disclosed orally, may relate to Confidential Information provided in tangible form or if it is identified as confidential or proprietary at the time of disclosure. Without limiting the generality of the foregoing definition, all source code disclosed by either party shall be deemed to be Confidential Information, and all negotiations regarding the business relationship described in this Agreement, together with the terms of this Agreement will be held in strict confidence.
2. Confidential Information does not include information, technical data or know-how that (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records in existence prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any wrongful inaction or action of the receiving party, or (iii) is developed independently by the receiving party without use of or reference to the Confidential Information of the disclosing party, or (iv) is properly acquired from a third party having the right to disclose such information, or (v) is approved in writing for release by the disclosing party. Subject to a protective order, these limitations shall not apply to communications required by law in response to a valid order by a court or other governmental body, or as necessary to establish the rights of either party under this Agreement.
3. Neither party shall disclose the Confidential Information of the other party to third parties or to its own employees except employees who are required to have the information in order to carry out the performance of this Agreement. The parties agree that they will disclose Confidential Information only to those of its employees who need to know such information. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except in the performance of this Agreement. Each party agrees that it shall take all reasonable efforts to avoid disclosure of Confidential Information of the other including efforts at least as great as those used to protect its own confidential information; each party represents that it exercises reasonable care to protect its own confidential information. Each party agrees to notify the other party in writing of any misuse or misappropriation of any Confidential Information of the other which may come to its attention.
4. This Agreement shall not be construed to limit either Party’s right to independently develop or acquire products, services, or technology without use of the other party's Confidential Information. The disclosing party understands and acknowledges that the receiving party may currently or in the future be developing or using information, knowledge or technology internally, or obtaining information, knowledge or technology from other persons, that may be similar to disclosing party or its Confidential Information. In addition, the disclosing party understands and acknowledges that receiving party may have, or in the future may enter into, relationships with other persons having pre-existing relationships with or in competition with the disclosing party. Provided that each party complies with its obligations contained herein, and except as otherwise expressly provided herein, this Agreement shall not in any way limit, restrict or preclude either party from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any person, regardless of whether such business activities or interests are competitive with the business activities or interests of the other party and regardless of whether the subject matter of any such agreement or transaction is in any way similar to the Services and/or any Confidential Information.
5. Receiving party shall be free to use for any purpose any Residuals resulting from consideration of the disclosing party’s Confidential Information, provided that the receiving party shall not disclose the disclosing party’s Confidential Information except as expressly permitted pursuant to the terms of this Agreement. “Residuals” means information in intangible form, which is retained in memory by persons who have had access to Confidential Information
6. This Section (Confidentiality) shall survive any termination of this Agreement and Confidential Information shall be subject to the terms of this section for a period of three (3) years after the date of its initial disclosure.
Warranty; Limitation of Liability.
1. QMWwarrants it will provide the Services in a professional and workmanlike manner. QMW will use reasonable efforts to meet any performance dates specified in the SOW, but any such dates shall be estimates as to the time of performance only. Client must make any claims for any breach of this warranty in writing within the three (3) days ofcompletion of the Services or such services shall be deemed accepted. Any claim for breach of this warranty must fully setforth the nature of the claim and include all facts and details supporting such claim. In the event of a material breach of thiswarranty, the Parties will work together in good faith to mitigate the effects of such breach. In the event a material breach has occurred, QMW will re-perform the defective Services. If re-performance is not reasonably possible, Client and QMW will negotiate in good faith to reach mutual agreement on a reasonable remedy taking into account the nature of the breach, any actual direct damage Client has incurred, and any other relevant factors. This provision states the sole liability of QMW and the sole remedy of Client in the event of a breach of the warranty.
2. OTHER THAN THE WARRANTIES EXPRESSLY MADE IN SECTION VI.A., QMW DISLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANYWARRANTY FORFITNESS FOR A PARTICULARPURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. QMWGRANTS NO WARRANTIESTOCLIENT'S CUSTOMERS
3. QMW SHALL NOT BE LIABLEFORANYSPECIAL, CONSEQUENTIAL, RELIANCE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENTAND ANY SOW, AND WHETHER OR NOT QMWHAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.THESE LIMITATIONS SHALL APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF QMWUNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENTTO QMWFOR THE SERVICES GIVING RISE TO SUCH LIABILITY.
Termination
1. Either party may terminate this Agreement upon seven (7) days’ written notice to the other party.
2. QMW may terminate this Agreement immediately upon written notice if Client (i) makes an assignment for the benefit of creditors, files a voluntary petition for bankruptcy or reorganization, is adjudicated bankrupt or insolvent or applies for or consents to the appointment of a receiver for it or its property, or (ii) in the event of non-payment of any Fees, Expenses or other sums to QMW.
3. Either Party may terminate this Agreement if the other Party breaches any of its material obligations under this Agreement and fails to cure that breach during the thirty (30) days after the non-breaching Party provides written notice of such breach to the breaching Party.
4. Following expiration or termination of this Agreement for any reason, QMW will render to Client relevant invoices regarding any unpaid sums as of the date of termination and Client will pay such invoices, including any out-of-pocket expenses in accordance with the payment terms. Furthermore, each Party will return or destroy any related Confidential Information remaining in its possession; for clarity, any centralized backup or archived copies of Client Confidential Information will be destroyed by automated methods in accordance with QMW’s data destruction policy.
Independent Contractors
1. The relationship of QMW and Client established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of other for any purpose whatsoever. All financial obligations associated with either party's business are the sole responsibility of that party. All sales and other agreements between Client and its customers are Client's exclusive responsibility and shall have no effect on Client's obligations under this Agreement.
2. QMW reserves the right to determine which of its personnel shall be assigned to perform Services, and to replace or reassign such personnel during the term hereof; provided, however, that it will, subject to scheduling and staffing considerations, attempt to honor Client’s request for specific individuals.
3. Except as the other party expressly authorizes in writing in advance, neither party shall solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of the other party’s Personnel during their participation in the Services or during the twelve (12) months thereafter. For purposes of this Section, “Personnel” includes any individual or company a party employs as a partner, employee or independent contractor and with which a party comes into direct contact in the course of the Services. The non-solicitation obligations will not apply to responses to general solicitations; provided that the employee has no involvement with this Agreement, does not have direct or indirect oversight or control of the relationship with the other Party, and does not disclose or use confidential or proprietary information of the other Party.
4. Neither party shall be deemed a joint employer of the other’s employees, each party being responsible for any and all claims by its employees. Neither party’s employees shall be deemed “leased” employees of the other for any purpose.
5. QMW shall have sole control over its personnel performing the Services, including without limitation the amount of hours to be worked on a daily or weekly basis
Governing Law This Agreement shall not be governed by the 1980 UN Convention on Contracts or similar Convention. Rather, this Agreement shall be governed by and construed under the laws of the State of Wisconsin, without reference to conflict of laws principles. With respect to any disputes arising out of this Agreement, each party consents to the personal and exclusive jurisdiction and venue of the state court located in Waukesha County, WI or federal court for the Eastern District of Wisconsin in Milwaukee, County.
Compliance and Export
1. Client shall comply with all applicable laws in its performance under this Agreement, including those pertaining to ethical business practices such as the Foreign Corrupt Practices Act and analogous laws, and all laws relating to anti-bribery and kickbacks, anti-corruption, insider trading, export compliance, economic sanctions and anti-boycott, money laundering and human trafficking.
2. Client agrees that: (i) the Services will not be used in connection with any nuclear, chemical, or biological weapons programs or other related activities, (ii) the Services will not be exported, re-exported, rented, sold, shipped, or otherwise transferred to locations, persons or entities subject to applicable trade embargos or sanctions or appearing on any denied party or entity lists or other sanctions lists, and (iii) it will not issue any request to QMW to comply with the Arab league boycott of Israel or any other foreign boycott that is not sanctioned by the U.S. Government.
Force Majeure Except for payment obligations, nonperformance of either party shall be excused to the extent that performance is rendered commercially impracticable by either party, including without limitation by strike, fire, flood, acts of terrorism, whether actual or threatened, acts of a public enemy, epidemics, pandemics, quarantines, or other causes similar to those enumerated, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party.
Assignment This Agreement may not be transferred or assigned directly or indirectly by Client without the prior written consent of QMW. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Any assignments in violation of this Section shall be null and void.
No Implied Licenses No rights or licenses are granted to either party, by implication, estoppel, or otherwise, other than the rights and licenses expressly granted herein.
Severability If any provision of this Agreement is found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, such invalid term shall be severed from the remaining portion of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
Entire Agreement This Agreement, including any exhibits and appendices, sets forth the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior discussions and agreements between them, including any prior non-disclosure or purchase agreements and any purchase orders or other agreements Client provides for the Services. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless made in writing and signed by duly authorized representatives of the parties.

PARTS TERMS AND CONDITIONS

Scope
1. QuadMetalworks, a division of Quad/Graphics, Inc., (“QMW”) shall provide the Parts described in quotes provided to Buyer from time to time or purchase orders provided by Buyer (a “Quote”) to which these Terms and Conditions are incorporated by reference. Capitalized terms used but not defined in these Terms and Conditions shall have the meanings given to such terms in the Quote. In the event of any conflict between these Terms and Conditions and any express agreement set forth in the Quote, the terms of the Quote shall prevail. Buyer agrees that any terms and conditions it may separately provide to QMW, whether included with a purchase order, stand-alone agreement or otherwise shall be null and void and these Terms and Conditions shall prevail. The Quote and these Terms and Conditions are referred to herein and therein as the “Agreement.”
2. Buyer agrees to purchase the Parts described in the Quote. QMW shall have no obligation to provide any parts other than those specifically and expressly defined in the Quote.
Payment
1. Unless otherwise provided in the Quote, Buyer shall pay all fees invoiced to Buyer for the Parts within thirty (30) days upon receipt of invoice in accordance with the directions provided by QMW. QMW may suspend performance at any time during which Buyer is in breach of this Agreement, including any failure to pay any fees owed when due.
2. Buyer shall pay for all taxes, including any interest and penalties from any related deficiency, in connection with this Agreement (except taxes based on or measured by QMW’s net income) including any sales, use, excise, value-added, services, consumption, withholding and other taxes and duties assessed on the provision of parts by QMW to Buyer.
3. Should any portion of an invoice be disputed in good faith, Buyer will provide written notice to QMW clearly setting forth the nature of the dispute and all facts supporting such dispute not later than thirty (30) days of the date of the invoice. Buyer will timely pay any undisputed portions of disputed invoices. If Buyer timely provides a notice of dispute, the Parties will negotiate in good faith with reasonable diligence to resolve the disputed portion of such invoice within thirty (30) days of Buyer’s written notice to QMW. If the Parties are unable to resolve such dispute within said thirty (30) days, QMW may exercise any and all remedies available to QMW under this Agreement, by law or in equity, all of such remedies being cumulative.
4. Any past due invoiced sums will bear interest from and after the due date until the invoice is paid at the lesser of one percent (1.5%) per month, compounded monthly, or the highest rate allowed by applicable law. Buyer is responsible for and shall pay to QMW all costs and fees incurred by QMW, including reasonable attorneys’ fees, to collect any past due sums.
Title; Risk of Loss; Delivery
1. Title and risk of loss to the Parts will pass to Buyer upon the delivery to the carrier
2. Unless otherwise specified in the Quote, for all U.S. domestic bound shipping, delivery will be made F.O.B. at QMW’s place of shipment. For all non-U.S. bound shipping, delivery will be made F.C.A. (Incoterms 2020) at QMW’s place of shipment.
Confidentiality; Restrictions.
1. Each party agrees that the negotiations regarding the business relationship described in this Agreement and the Quote, together with their terms, will be held in strict confidence by Buyer.
2. Buyer shall not reverse engineer the Parts provided by QMW.
Warranty; Limitation of Liability.
1. QMW provides a ninety (90) day limited warranty on any new Parts that are defective. The limited warranty shall commence upon delivery of the Parts. Buyer claims for a breach of this warranty must be made in writing within the warranty period, fully setting forth the nature of the claim and including all facts and details supporting such claim. In the event of a breach of the warranty, QMW will repair or replace the defective Parts at its cost. Buyer will be responsible for all shipping charges. This provision states the sole liability of QMW and the sole remedy of Buyer in the event of a breach of the warranty.
2. OTHER THAN THE WARRANTIES EXPRESSLY MADE IN SECTION V.A., QMW DISLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. QMW MAKES NO WARRANTY ON ANY USED OR REFURBISHED PARTS, WHICH ARE SOLD “AS IS.”
3. QMW SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, RELIANCE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT AND ANY QUOTE, AND WHETHER OR NOT QMW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF QMW UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO QMW FOR THE PARTS GIVING RISE TO SUCH LIABILITY.
Termination
1. QMW may terminate this Agreement immediately upon written notice if Buyer (i) makes an assignment for the benefit of creditors, files a voluntary petition for bankruptcy or reorganization, is adjudicated bankrupt or insolvent or applies for or consents to the appointment of a receiver for it or its property, or (ii) in the event of non-payment of any Fees or other sums to QMW.
2. Either Party may terminate this Agreement if the other Party breaches any of its material obligations under this Agreement and fails to cure that breach during the thirty (30) days after the non-breaching Party provides written notice of such breach to the breaching Party.
3. Following expiration or termination of this Agreement for any reason, QMW will render to Buyer relevant invoices regarding any unpaid sums as of the date of termination and Buyer will pay such invoices in accordance with the payment terms.
Independent Contractors The relationship of QMW and Buyer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of other for any purpose whatsoever. All financial obligations associated with either party's business are the sole responsibility of that party.
Governing Law. This Agreement shall not be governed by the 1980 UN Convention on Contracts or similar Convention and the parties agree that the Uniform Commercial Code, as may be adopted, shall not apply to this Agreement. Rather, this Agreement shall be governed by and construed under the laws of the State of Wisconsin, without reference to conflict of laws principles. With respect to any disputes arising out of this Agreement, each party consents to the personal and exclusive jurisdiction and venue of the state court located in Waukesha County, WI or federal court for the Eastern District of Wisconsin in Milwaukee, County.
Compliance and Export.
1. Buyer shall comply with all applicable laws in its performance under this Agreement, including those pertaining to ethical business practices such as the Foreign Corrupt Practices Act and analogous laws, and all laws relating to anti-bribery and kickbacks, anti-corruption, insider trading, export compliance, economic sanctions and anti-boycott, money laundering and human trafficking.
2. Buyer agrees that: (i) the Parts will not be used in connection with any nuclear, chemical, or biological weapons programs or other related activities, (ii) the Parts will not be exported, reexported, rented, sold, shipped, or otherwise transferred to locations, persons or entities subject to applicable trade embargos or sanctions or appearing on any denied party or entity lists or other sanctions lists, and (iii) it will not issue any request to QMW to comply with the Arab league boycott of Israel or any other foreign boycott that is not sanctioned by the U.S. Government.
Force Majeure. Except for payment obligations, nonperformance of either party shall be excused to the extent that performance is rendered commercially impracticable by either party, including without limitation by strike, fire, flood, acts of terrorism, whether actual or threatened, acts of a public enemy, epidemics, pandemics, quarantines, or other causes similar to those enumerated, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party.
Assignment This Agreement may not be transferred or assigned directly or indirectly by Buyer without the prior written consent of QMW. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Any assignments in violation of this Section shall be null and void.
No Implied Licenses. No rights or licenses are granted to either party, by implication, estoppel, or otherwise, other than the rights and licenses expressly granted herein.
Severability. If any provision of this Agreement is found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, such invalid term shall be severed from the remaining portion of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
Entire Agreement. . This Agreement, including any exhibits and appendices, sets forth the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior discussions and agreements between them, including any prior nondisclosure or purchase agreements and any purchase orders or other agreements Buyer provides for the Parts. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless made in writing and signed by duly authorized representatives of the parties.