Legal

Terms and Conditions

1. DEFINITIONS

“Arlon” or “Seller” means Arlon Graphics LLC. “Purchaser” or “Buyer” means the Person that has submitted an Order to Arlon. “Person” means individual, trust, entity or other party. “Order” means Purchaser’s expressed request, whether oral or written, to purchase Goods from Arlon. “Goods” means all of the products, materials and related services produced, provided or sold by Arlon. “Terms and Conditions” means this instrument titled Arlon’s Standard Terms & Conditions.

2. ACCEPTANCE OF ORDERS

All Orders are subject to written acknowledgment of acceptance of the Order by authorized Arlon personnel (the “Order Acknowledgment”). Purchaser confirms that these Terms and Conditions are expressly incorporated into the agreement between Purchaser and Arlon (the “Contract”). Purchaser agrees that these Terms and Conditions are a material part of the Contract and shall apply regardless of any contrary or conflicting terms and conditions contained in Purchaser’s Order or anywhere else, including any sales or presentation documents provided by Arlon sales personnel or other Persons to Purchaser, and any such contrary or conflicting terms shall be superseded by these Terms & Conditions. Buyer’s acknowledgement, commencement of performance or any other conduct by which Buyer recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Buyer of these Terms. Additional or different terms provided in Buyer’s acceptance of Seller’s offer which vary in any degree from any of the Terms shall be deemed material and are hereby objected to by Seller without further need of objection. Any such proposed terms shall be void, of no effect and not in any circumstances binding upon Seller. These Terms together with information contained in Seller’s Acknowledgment and/or invoice shall constitute the entire agreement and understanding of Seller and Buyer with respect to the purchase and sale of Products, superseding all prior oral or written understandings relating thereto. Seller may at any time, by written notice to Buyer, make changes, including but not limited to drawings designs, processes, specifications, mode of shipment, packing, time and/or place for delivery, quantity, acceleration, sequencing, or the general scope of work for the Products specified in the Acknowledgement and to direct temporary suspension or resumption of the scheduled shipments. If any such change causes a material increase or decrease in the cost to Buyer or the time required for performance, then an equitable adjustment shall be made in the price or delivery schedule or both and the Acknowledgement shall be modified accordingly.

3. SCHEDULING

Shipping dates are approximate and are based upon prompt receipt of all necessary information. Seller shall make reasonable efforts to effect shipment on or before the scheduled shipping date(s) reflected on Seller’s acknowledgment and/or invoice, but such schedule may vary due to, among other things, Seller’s assessment of priority or conditions beyond Seller’s reasonable control, including, but not limited to Seller’s receipt of all Buyer Materials. If no shipping date is specified, shipment will be made on date(s) selected by Seller in its sole discretion. In no event shall Seller be liable for any damages or penalties for delay in delivery or for failure to give notice of delay. Delivery may be made in advance of any scheduled delivery date upon reasonable prior notice to Buyer. In the event a delay in delivery shall continue for more than two weeks then at Seller’s option the order will be deemed cancelled without liability to Seller. The Purchaser shall furnish to Arlon written shipping instructions in sufficient time to permit Arlon to make shipment at Arlon’s option within the time or times herein specified for shipment. In the event of a delay in delivery due to any reason described in Paragraph 12 or 13 below, the delivery date shall be deferred for a period equal to the time lost by reason of the delay. In the event such delay shall continue for more than two weeks then at Arlon’s option the order will be deemed cancelled without liability to Arlon.

4. DELIVERY AND TRANSPORTATION

Unless otherwise agreed to in writing by authorized Arlon personnel, delivery of the Goods hereunder shall be made FOB at the point of shipment, with delivery to the initial carrier to constitute delivery to the Purchaser. Goods are shipped at the risk of the Purchaser from and after delivery to the initial carrier. Transportation expense will be paid by the Purchaser and risk of loss, shortage, delay or damage to the Goods in transit shall fall upon the Purchaser, whose responsibility it shall be to file claims with the carrier.

5. PRICES

Unless otherwise expressly indicated in writing by Seller, prices for standard or quick-ship Products are as noted on Seller’s price list as in effect on date of shipment. Prices for custom and/or special stock Products will be quoted upon request. All prices are based on quantity indicated and, unless otherwise indicated on Seller’s Acknowledgment and/or invoice, are EX-WORKS (EXW) the location of Seller’s facility from which Products are shipped. Unless otherwise expressly indicated on Seller’s Acknowledgment and/or invoice, Buyer shall pay, and be exclusively liable for, all costs of shipping, delivery, insurance and the like after Seller has made delivery of the Products to the carrier. Any and all dies, tools or other equipment used to produce Products shall remain Seller’s exclusive property, notwithstanding any charges relating to such dies, tools and other equipment reflected on Seller’s invoice. Prices are subject to change without notice, unless expressly designated as firm for a specific period in Seller’s Acknowledgement.

6. TAXES

Prices do not include foreign or domestic sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise or other general or specific tax or imposts, duties or penalties or other governmental charges fixed or imposed by any shipment, delivery or use of the Goods sold hereunder shall be added to the price and paid by the Purchaser or, in lieu thereof, the Purchaser shall provide Arlon with a tax exemption certificate acceptable to the taxing authorities and Arlon.

As per 1 January 2020, Arlon has the obligation to comply with EU VAT Quick Fixes regulations (Council Directive (EU) 2018/1910, Council Implementing Regulation (EU) 2018/1912 and Council Regulation (EU) 2018/1909). For the correct application of the 0% VAT for intra-Community supplies to Purchaser, Arlon kindly requests Purchaser to cooperate with support documents in order to justify the intra-Community supply upon request. Deriving from this:

  • Arlon Graphics retains the right to charge 21% Dutch VAT with respect to intra-Community supplies if a valid VAT number of the buyer in the destination country is not available.
  • Arlon Graphics retains the right to charge 21% Dutch VAT (and any fines applicable) with respect to IntraCommunity supplies, if the buyer, under Ex Works terms:
  1. Cannot Provide a written and signed statement of transit declaration and;
  2. Cannot provide i) a fully signed CMR document and ii) a Bill of Lading or an invoice for the transport of the goods.

7. LIMITED WARRANTY AND LIABILITY

  • (a) THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. EXCEPT FOR THE WARRANTIES SET FORTH IN THESE TERMS AND CONDITIONS, ARLON MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY: (A) EXPRESS WARRANTY; OR (B) IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WARRANTIES IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  • (b) All Goods are sold with the understanding that the Purchaser has independently determined the suitability of such Goods. Certain Goods sold by Arlon have either a Standard Limited Warranty (as defined below) or its own Product-Specific Limited warranty (as defined below.)
  • (c) Standard Limited Warranty. Unless otherwise waived or disclaimed, all Goods sold by Arlon are covered by Arlon’s Standard Limited Warranty (“Standard Limited Warranty”), which may be found at https://www.arlon.com/assets/docs/Standard_Limited_Warranty_August_2020.pdf
    • (i) Notice to Arlon of Standard Limited Warranty Claim. In the event Purchaser believes the Goods covered under the Standard Limited Warranty, have a manufacturing and workmanship defect, Purchaser shall immediately, in no event later than fourteen (14) days of discovery of such condition (so long as the alleged condition was discovered within the warranty period set forth in the Standard Limited Warranty), give Arlon written notice of purchaser’s claim.
    • (ii) Exclusive Standard Limited Warranty Claim Remedy. For Standard Limited Warranty Claims that Arlon determines in its sole discretion are covered, Arlon shall, in its sole discretion, either: (i) repair or replace such Warranted Goods (or the defective part); or (ii) credit or refund the purchase price of such Goods.
    • (iii) Standard Limited Warranty Period. A claim under the Standard Limited Warranty must be submitted within one (1) year after application of the Goods (“Warranty Period”). The Warranty Period for any replacement or repaired goods shall not extend beyond the end date of the original Warranty Period applicable to the Warranted Goods that were sold to purchaser and which are replaced or repaired. The full terms of the Standard Limited Warranty, including the Warranty Period, can be found at Arlon’s website located at arlon.com under Support - Warranties.
  • (d) Product-Specific Limited Warranty. Certain Goods sold by Arlon have their own specific limited warranty (“Product-Specific Limited Warranty”). The Product-Specific Limited Warranty for each of the Goods sets forth the totality of the limited warranty terms applicable to such Goods, including the limited warranty period, and the different application methods that apply. The Product-Specific Limited Warranty for each of the Goods is set forth in a Product-Specific Limited Warranty Statement and the Product-Specific Limited Warranty Statement(s) for the specific Goods sold to Purchaser are available on Arlon’s website located at arlon.com under Support - Warranties. Upon request of Purchaser, Arlon will provide Purchaser with a hard copy of the Product-Specific Limited Warranty Statement(s). The Product-Specific Limited Warranty Statement(s) as of the date of the Order Acknowledgement for each of the Goods purchased by Purchaser are expressly incorporated herein by this reference. Purchaser confirms that Purchaser has reviewed the Product-Specific Limited Warranty Statement(s) for each of the Goods purchased by Purchaser and agrees that the Product-Specific Limited Warranty set forth in each applicable Product-Specific Limited Warranty Statement(s) are incorporated into the terms of the Contract.
    • (i) Notice to Arlon of PS Limited Warranty Claim. In the event Purchaser believes the Goods purchased are defective, Purchaser shall immediately, in no event later than fourteen (14) days of discovery of such condition (so long as the alleged condition was discovered during the limited warranty period set forth in the applicable Product-Specific Limited Warranty), give Arlon written notice of Purchaser’s claim (“PS Limited Warranty Claim”), specifying the alleged deficiency and providing such information and documentation as Arlon may reasonably request. Purchaser shall give Arlon a reasonable opportunity after receiving notice of the PS Limited Warranty Claim to examine such Goods. Purchaser shall (if requested by Arlon) return such Goods to Arlon’s place of business, or to such other location as Arlon may request, at Arlon’s cost for examination by Arlon or such other Persons as may be designated by Arlon.
    • (ii) Purchaser Misuse. Arlon shall not be liable for a PS Limited Warranty Claim under any Product-Specific Limited Warranty if: (i) Purchaser makes any further use of such Goods after submitting the PS Limited Warranty Claim; (ii) the defect arises because Purchaser failed to follow Arlon’s oral or written instructions as to the storage, installation, application, use or maintenance of the Goods; or (iii) Purchaser alters or repairs such Goods without the prior written consent of Arlon.
    • (iii) Exclusive PS Limited Warranty Claim Remedy. The exclusive remedy for PS Limited Warranty Claims that Arlon determines in its sole discretion are covered under the applicable Product-Specific Limited Warranty, are set forth in the applicable Product-Specific Limited Warranty which are available on Arlon’s website located at arlon.com under Support – Warranties. The limited warranty period for any replacement or repaired Goods shall not extend beyond the end date of the original limited warranty period applicable to the Goods that were sold to Purchaser and which are replaced or repaired.

The remedies set forth herein shall be the Purchaser’s sole and exclusive remedies.

(e) Limitation of Liability: Arlon shall not be responsible, obligated or liable for any injury or damage resulting from an application or use of its Goods, either singly or in combination with other products. Arlon’s SOLE LIABILITY FOR BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO THAT SET FORTH THESE TERMS AND CONDITIONS, and the terms of the applicable warranties which can be found on Arlon’s website located at arlon.com under Support - Warranties. ARLON SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR PERFORMANCE OF THE GOODS; (2) ANY ORDER; OR (3) ANY CONTRACT; PROVIDED THAT, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ARLON’S TOTAL CUMULATIVE LIABILITY TO PURCHASER SHALL NOT EXCEED THE LESSER OF a) 50% OF THE TOTAL AMOUNT PAID BY PURCHASER TO ARLON DURING THE PREVIOUS TWELVE (12) MONTHS OR b) 50% OF THE TOTAL AMOUNT PAID BY PURCHASER TO ARLON FOR THE ORDER GIVING RISE TO THE PURCHASER’S CLAIM.

8. INDEMNIFICATION

Purchaser agrees to indemnify, hold harmless and defend Arlon (and its employees, subsidiaries, affiliates, successors and agents) from and against any and all judgments, liabilities, damages, losses, expenses and costs (including, but not limited to, court costs and attorneys’ fees) incurred or suffered by Arlon, which relate to or arise out of (a) Purchaser’s use, handling, installation, removal, sale or distribution of the Products; (b) Purchaser’s breach of any representation, warranty or obligation set forth in these Terms; (c) the infringement or violation of any third party’s intellectual property or other rights arising out of or in connection with Arlon’s’ use of Purchaser Materials or specifications provided to Arlon by Purchaser; and/or (d) any negligence or intentional misconduct by Purchaser (or its employees, agents or representatives).

9. ACCEPTANCE OF GOODS

Goods will be deemed accepted without any claim by Purchaser unless written notice of non-acceptance is received by Arlon within five (5) days of delivery. Such written notice shall not be considered received by Arlon unless it is accompanied by all freight bills for such shipment, with Agent’s notations as to damages, shortages and conditions of equipment, containers and seals. Non-accepted Goods are subject to the return policy stated below.

10. RETURN OF GOODS

No Goods may be returned to Arlon without Arlon’s prior written permission, which permission may be withheld by Arlon in its sole discretion. If Goods are returned to Arlon (with its written permission) within forty-five (45) days from the date of delivery for reasons other than a Limited Warranty Claim or an error by Arlon in filling the Purchaser’s Order, Purchaser shall only be entitled to receive a credit in an amount equal to the payment received by Arlon for the Goods minus handling charges determined solely by Arlon which shall not exceed twenty percent (20%) of the invoiced amount. If Goods are returned to Arlon (with its written permission) after forty-five (45) days from the date of delivery for reasons other than a Limited Warranty Claim or an error by Arlon in filling the Purchaser’s Order, Purchaser shall only be entitled to receive a credit in an amount equal to the payment received by Arlon for the Goods minus a handling fee in excess of twenty percent (20%) which shall be subject to negotiations between Arlon and Purchaser.

11. PATENTS

The use of the Goods by the Purchaser is beyond the control of Arlon, and Arlon shall have no obligation or liability whatsoever in connection with any suit claiming infringement by reason of the use of the Goods. Purchaser shall defend and hold Arlon harmless against any expense or loss resulting from any claim of infringement of patents or trademarks arising from Purchaser’s sale or use of the Goods or its designs, specifications or instructions. The sale of Goods, or parts thereof, by Arlon does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said Goods or parts with other devices or elements.

12. PAYMENTS

Unless otherwise stated on Seller’s Acknowledgment and/or invoice, Buyer shall pay all amounts due for Products purchased from Seller in U.S. Dollars within thirty (30) days from the date of Seller’s invoice. Notwithstanding the foregoing, in the event Seller deems in its sole discretion Buyer’s financial status unsatisfactory or Buyer is in default of any obligation to Seller, Seller (without prejudice to any other rights or remedies it may have) may require payment in full in cash of all amounts payable to Seller prior to shipment of any Products thereunder. Buyer shall pay an additional interest and service charge in the amount indicated on Seller’s then current applicable price list or, if none is so indicated, in an amount equal to one and one-half percent (1.5%) of the unpaid balance per month (or portion thereof), or if less, at the highest interest rate permitted by applicable law, accruing from the applicable due date. Buyer shall not withhold or set off from any amounts due to Seller, any amounts claimed to be owed by Seller to Buyer for any reason whatsoever and, if any withholding is required by law, then Buyer shall increase the amount to be paid to Seller so that it receives the same net amount after such withholding. Each shipment shall be separately invoiced and paid for when due without regard to other shipments and no set offs or claims shall be made relating to any other shipments.

13. FINANCIAL RESPONSIBILITY

If, in the sole judgment of Arlon, the financial resources of Purchaser become impaired or unsatisfactory at any time during the term of the Contract, then Arlon may require of Purchaser a deposit of suitable security or margin for performance by Purchaser in such amount or amounts from time to time as Arlon shall specify not exceeding the difference between the market price and the Contract price. Upon requirement of deposit, Purchaser shall make such deposit not later than the close of Arlon’s next business day. If Purchaser fails to make such deposit then Arlon may at its option: (1) cancel the Contract or the undelivered portion thereof, in which case Purchaser agrees to pay Arlon the difference between the market price on date of cancellation and the Contract price; (2) resell at any time for Purchaser’s account all or any undelivered portion of the Contract, in which case Purchaser agrees to pay Arlon the difference between the resale price and the Contract price; or (3) otherwise change the terms of payment therein specified. In the event Purchaser shall be or becomes insolvent or admits in writing Purchaser’s inability to pay Purchaser’s debts as they mature or if Purchaser shall make an assignment for the benefit of creditors or any general arrangement with creditors or if there is instituted by or against Purchaser proceedings in bankruptcy or under insolvency law or for reorganization, receivership or dissolution, Arlon may terminate the Contract at any time and without notice.

14. FORCE MAJEURE

In the event of war, fire, epidemics, quarantine restrictions, flood, strike, labor trouble, breakage of equipment, accident, riot, the imposition of any government price control, regulation or any other act of governmental authority, acts of God or other contingencies (whether similar or dissimilar to the foregoing) beyond the reasonable control of Arlon that interfere with the production, supply, transportation or consumption practice of Arlon at the time respecting the Goods covered by the Contract or in the event of Arlon’s inability to obtain such on terms deemed by Arlon to be reasonable during period of such causes, Arlon may terminate or modify its supply commitment defined in the Contract without liability, but the Contract shall otherwise remain unaffected. Arlon may, during any period of shortage due to any of said causes, allocate its supply of such raw materials among its various uses thereof (e.g., manufacturing and sales) in such manner as Arlon deems practicable and allocate its supply of such products among such various users thereof in any manner which Arlon deems fair and reasonable.

15. SECURITY TITLE

The Seller reserves title over all goods until payment is received in full of the purchase price including any ancillary claims. The Buyer must treat the goods with care and at no cost, and in particular to store and keep them safe in accordance with the Seller’s specifications. The Buyer is obliged to notify the Seller immediately of any seizure or other access by third parties to the goods and of any damage to or destruction of the goods. The Seller must also be notified if the goods change hands or if the Buyer changes his business location. In cases of infringement against the above provisions, the Seller may withdraw from the contract and to demand the return of the goods covered. The Buyer may resell the goods in the ordinary course of business. The Buyer hereby assigns to the Seller all claims arising to him from the reselling or other dispositions. The Seller expressly accepts the assignment. Following assignment, the Buyer is revocably entitled to collect the assigned claims. The assignment may be revoked solely where the Buyer does not properly meet his payment obligations or falls into arrears. In the event of a revocation, the Seller reserves the right to collect the claim himself. Any reworking or processing of the goods by the Buyer shall always be in the name and on behalf of the Seller. If the goods are processed together with objects that are not the property of the Seller, the Seller shall obtain co-ownership in the resultant goods to those processed goods in proportion to the value of the goods supplied by him. The same shall apply if the goods are mixed with other goods that are not the Seller’s property.

16. CANCELLATIONS

The Purchaser may cancel an Order only upon written consent and upon payment to Arlon of cancellation charges, if any, which shall take into account, among other things, expenses incurred and commitments already made by Arlon.

17. ASSIGNMENT

No assignment of the Contract or any rights or obligations thereunder, by the Purchaser shall be of any force or effect unless in writing and signed by an officer of Arlon.

18. NO THIRD-PARTY BENEFICIARIES

The Contract is for the sole benefit of Purchaser and Arlon and their respective successors and permitted assigns (in accordance with Paragraph 16 above) 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 and conditions. There are no intended or incidental beneficiaries.

19. GENERAL

The Contract and matter connected with the performance thereof shall be construed to be between merchants as that term is defined by the Uniform Commercial Code or similar law of any State or Province. Arlon will comply with all applicable Federal, State and local laws and specifically represents that any products to be delivered hereunder will be produced in compliance with the requirements of the Labor Standards Act of 1939, as amended. Purchaser shall comply with all applicable laws, regulations and ordinances. Purchaser shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Contract. Purchaser shall comply with all export and import laws of all Countries involved in the sale of the Goods under the Contract or any resale of the Goods by Purchaser. Purchaser assumes all responsibility for shipments of Goods requiring any government import or export clearance. The Contract contains all of the representations, stipulations, warranties, agreements and understandings with respect to the subject matter of the Contract and its execution has not been induced by any representation, stipulation, warranty, agreement or understanding (including any course of prior dealings between the Parties hereto) of any kind other than those herein expressed.

20. MODIFICATION/CONFLICT OF TERMS

No amendment, addition to, alteration, modification or waiver of all or part of the Contract shall be of any force or effect unless in writing and signed by an officer of Arlon. If the Terms and Conditions conflict with those of any purchase order of Purchaser written in connection with sale of the Goods or any portion thereof, or with any Product-Specific Limited Warranty, then the Terms and Conditions shall govern.

21. SEVERABILITY

If any term or provision herein is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision herein or invalidate or render unenforceable such term or provision in any other jurisdiction.

22. CHOICE OF LAW/DISPUTES

These Terms and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the state in which the Seller is incorporated or formed (the “State of Incorporation”) without regard to its conflicts of law rules that might direct the application of the laws of any other jurisdiction. Any and all disputes arising under or in connection with purchase and sale of the Products, including, without limitation, Buyer’s purchase order, the Acknowledgement, invoice or Terms shall be resolved exclusively in the state or federal courts of the State of Incorporation and Buyer expressly agrees not to challenge the jurisdiction or venue of such courts on any grounds and agrees to accept service of process by mail at the address indicated for Buyer in the Acknowledgement. Buyer and Seller agree that The United Nations Convention on Contracts for the International Sale of Goods (1980) is expressly and entirely excluded from the choice of applicable law and will not apply to the purchase and sale of the Products, including, without limitation, Buyer’s purchase order, an acknowledgement, invoice or Terms.

23. SHORTENED LIMITATIONS PERIOD FOR DISPUTE RESOLUTION

Purchaser must: (i) within one year of discovery of a Limited Warranty Claim; or (ii) discovery of a controversy or claim arising out of or relating to the Contract or the breach thereof (“Dispute”), whichever period occurs first, initiate Arbitration pursuant to Paragraph 21 above or be barred from prosecuting or litigating any such Limited Warranty Claim or such Dispute. This one year limitations period applies notwithstanding any longer statutory period of limitations, including Uniform Commercial Code § 2725 or similar statutory period of limitations of any State or Province which provides otherwise. No course of conduct or negotiation or investigation of any Limited Warranty Claim or Dispute shall act to extend the one year limitations period identified herein.

24. REASONABLE ATTORNEY’S FEES AND COSTS

In the event that any party institutes any legal suit, action or proceeding against the other party in connection with purchase and sale of the Products, including, without limitation, Buyer’s purchase order, an acknowledgement, invoice or Terms, the substantially prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs. For purposes of this Agreement, “substantially prevailing party” means the party that prevails (whether affirmatively or by means of a successful defense) with respect to claims having the greatest value or importance as reasonably determined by the court.

25. PRODUCT RECALLS

Disclaimer of Liability

Seller shall not be liable for any costs, expenses, or damages arising from or related to any recall of the Products, including but not limited to recalls of Buyer products into which the Product has been incorporated (collectively a “Recall”). Buyer acknowledges and agrees that Seller makes no warranties or representations regarding the safety or compliance of the Products with any applicable laws or regulations, and the Buyer assumes all responsibility for ensuring such compliance.

Indemnity

Buyer shall indemnify, defend, and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with a Recall initiated by Buyer, Buyer’s customer, or any governmental entity. This indemnity shall apply regardless of whether the Recall is voluntary or mandated by any governmental authority and shall include, without limitation, any claims related to the design, manufacture, sale, or distribution of the Products.

26. NOTICES

All communications under these Terms shall be in writing or by confirmed email, and shall be deemed to have been duly given (a) upon personal delivery, (b) upon deposit in the mail if mailed by certified mail, return receipt requested, postage prepaid, (c) upon deposit with a recognized courier with next-day delivery instructions, or (d) upon confirmation of transmission, if sent by confirmed email, to the address set forth in the Acknowledgement or such other address as either party may specify by notice sent in accordance with this Section.

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