PURCHASE ORDER TERMS AND CONDITIONS

These purchase order terms and conditions constitute a legal agreement and are entered into by and between you (“Seller”) and Give and Go Prepared Foods (U.S.A) Corp. (“Buyer,” “we,” “us,” “our”). The following terms and conditions (these “Terms and Conditions”), govern the purchase of products by us from you.

By accepting a Purchase Order, you accept and agree to be bound by and comply with these terms and conditions.

We reserve the right in our sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all Purchase Orders submitted to you from the date of such modifications. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your acceptance of Purchase Orders shall be your acceptance of these Terms and Conditions.

ARTICLE I 

DEFINITIONS

Capitalized terms have the meanings set forth or referred to in this Article I.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory, investigative or otherwise, whether at law, in equity or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Claim” means any Action brought against a Person entitled to indemnification under Article XI.

“Control” (and with correlative meanings, the terms “Controlled by” and “under common Control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

“Defective” means not conforming to the warranties in Section 10.01.

“Delivery Location” means the street address specified in the applicable Purchase Order.

“Governmental Authority” means any federal, provincial, territorial, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules,regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.

“HST” means harmonized sales tax, or goods and services tax, imposed under Part IX of the Excise Tax Act (Canada) (or any provincial, state or territorial legislation imposing sales tax, harmonized sales tax or goods and services tax).

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (i) Patents; (ii) Trade-marks; (iii) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including specifications and documentation; (iv) Trade Secrets; and (v) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction throughout the world.

“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority.

“Non-conforming Products” means any Products received by Buyer from Seller that: (i) do not fully conform to the Specifications; or (ii) Buyer reasonably determines are otherwise Defective. Where the context requires, Non-conforming Products are deemed to be Products for the purposes of these Terms and Conditions.

“Party” means Seller and/or Buyer, as applicable.

“Patents” means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s certificates and patent utility models).

“Person” means any individual, partnership, corporation, trust, unlimited liability company, unincorporated organization, association, Governmental Authority or any other entity.

“Personnel” means agents, employees or subcontractors engaged or appointed by Seller or Buyer.

“Products” means the products set forth in the Purchase Order.

“Purchase Order” means Buyer’s purchase order issued to Seller subject to these Terms and Conditions.

“Representatives” means a Party’s Affiliates, and each of their respective Personnel, officers, directors, partners, shareholders, agents, lawyers, third-party advisors, successors and permitted assigns.

“Specifications” means the specifications for the Products.

“Taxes” means any commodity tax, including sales, use, excise, value-added, HST, consumption or other similar tax, including penalties or interest, imposed, levied or assessed by any Governmental Authority.

“Trade-marks” means all rights in and to the United States and foreign trade-marks, trade dress, trade names, brand names, logos, corporate names and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Trade Secrets” means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.

ARTICLE II

ORDER PROCEDURE

2.01 Purchase Orders

The Purchase Order constitutes Buyer’s offer to you. The Purchase Order is not binding on Buyer until you accept the Purchase Order in writing or you start to perform in accordance with the Purchase Order and these Terms and Conditions. If you do not accept the Purchase Order in writing or commence performance within ten (10) days of your receipt of the Purchase Order, the Purchase Order will lapse.

Any additional, contrary or different terms contained in any of Seller’s invoices or other communications, and any other attempt to modify, supersede, supplement or otherwise alter these Terms and Conditions, are deemed rejected by Buyer and will not modify these Terms and Conditions or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized Representatives of both Parties.

2.02 Fulfillment of Purchase Orders

Seller shall provide the Buyer the Products listed in each Purchase Order. In the event Seller is unable to fulfill a Purchase Order (including without limitation Seller’s inability to deliver the Products within the timeframe set out therein) (an “Incomplete Job”), Seller shall notify Buyer immediately in writing. Buyer shall be entitled to take any action Buyer deems necessary, in its sole discretion, to address the Incomplete Job. Without limiting the generality of the foregoing, Buyer may (i) withdraw the Purchase Order in whole or in part, including modifying the quantity of Products requested; and (ii) terminate the Purchase Order, in which event Seller shall promptly refund any payments paid to Seller under such Purchase Order. The rights and remedies in this Section 2.02 are in addition to any other right or remedy available under these Terms and Conditions, at law or equity.

ARTICLE III

SHIPMENT AND DELIVERY

3.01 Shipment and Delivery Requirements

Unless otherwise set forth in the Purchase Order, Seller shall, at its own risk, pack and ship the Products in accordance with Buyer’s instructions, good commercial practice and all applicable Laws. Delivery shall be made DDP Delivery Location, as defined in INCOTERMS 2010 published by the International Chamber of Commerce, with a delivery slip showing the applicable Purchase Order number.

3.02 Packaging and Labelling

Seller shall, at its own expense, properly pack, mark and ship Products as instructed by Buyer and otherwise in accordance with the Specifications and applicable Law, and shall provide Buyer with shipment documentation showing the Purchase Order number, Seller’s identification number for the subject Products, the quantity of pieces in shipment, the number of cartons or containers in shipment, Seller’s name, the bill of lading number and the country of origin.

3.03 Acceptance of Products

If Buyer determines, in its sole discretion, that Products delivered under these Terms and Conditions are Non-conforming Products, Buyer may, at its option:

(a) either:

(i) reject Non-conforming Products (including entire lots of Products) for a refund plus any inspection, test, shipping, handling and transportation charges paid by Buyer; or

(ii) require prompt correction or replacement of such Products on Buyer’s written instruction.

The exercise by Buyer of any other rights available to Buyer under these Terms and Conditions or under applicable Law shall not be limited. If Buyer exercises its option to replace Non-conforming Products, Buyer will return to Seller, at Seller’s risk and expense, all Non-conforming Products to be replaced. Seller shall, after receiving Buyer’s shipment of Non-conforming Products, promptly ship to Buyer, at Seller’s expense and risk of loss, the replaced Products to the Delivery Location. If Seller agrees that it is cost effective for Buyer to dispose of the Non-conforming Product, Buyer may, acting reasonably, dispose of the Non-conforming Product at the sole cost of the Seller.

3.04 Right of Return

Without limiting its rights under Section 3.03, Buyer may return Products purchased under these Terms and Conditions to Seller for any or no reason; provided that:

(a) Buyer returns the Products unused, undamaged and in their original packaging within ten (10) days of receipt;

(b) Returns are made at Buyer’s expense and risk of loss; and

(c) the Products are not obsolete or discontinued.

For each returned Product under this Section 3.04, Seller shall refund the Price in cash or by return credit at Buyer’s discretion.

ARTICLE IV

TITLE AND RISK OF LOSS

4.01 Title

Title to Products passes to Buyer upon delivery of the Products to Buyer at the Delivery Location after inspection, receipt and acknowledgement by Buyer.

For greater certainty, transfer of title does not constitute acceptance by Buyer of the Products, it being acknowledged by Seller that Products are subject to inspection and potential rejection by Buyer in accordance with Section 3.03.

4.02 Risk of Loss

Risk of loss to Products passes to Buyer upon receipt and acceptance by Buyer at the Delivery Location, and Seller will bear all risk of loss or damage regarding Products until Buyer’s receipt and acceptance of such Products in accordance with the terms hereof.

ARTICLE V

PRICE AND PAYMENT

5.01 Price

Seller shall provide Products to Buyer for the prices set forth in the Purchase Order (the “Price”). All Prices include, and Seller is solely responsible for, all costs and expenses relating to packing, crating, boxing, transporting, loading and unloading, customs, tariffs and duties, insurance and any other similar financial contributions or obligations relating to the production, manufacture, sale and delivery of the Products. Any change in the Prices must be approved in advance by Buyer in writing.

5.02 Payment Terms

Seller shall issue an invoice to Buyer after completion of delivery of Products, which invoices shall include the applicable Purchase Order number and any other information as may be requested by Buyer. Buyer shall pay all properly invoiced amounts due to Seller within forty-five (45) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. Payment of invoices will not be deemed acceptance of the Products or waive Buyer’s right to inspect. All payments hereunder will be in United States dollars. In the event of a payment dispute, Buyer shall deliver a written statement to Seller prior to the date payment is due on the disputed invoice listing all disputed items. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 13.10. Seller shall continue performing its obligations under these Terms and Conditions notwithstanding any such dispute.

5.03 Taxes

(a) Each Party will be responsible for the payment of and will pay any applicable taxes, duties and levies levied on that Party from time to time in relation to these Terms and Conditions.

(b) Seller will timely remit all applicable sales, use, value-added, services and consumption charged to the appropriate Governmental Authorities which it is required to collect from Buyer in respect of any Tax referred to in Section 5.03(a).

(c) Seller represents, warrants and covenants to the Buyer that Seller will charge, collect and timely remit all Taxes that it is required to collect and remit under applicable Law.

ARTICLE VI

TERM; TERMINATION

6.01 Buyer’s Right to Terminate Purchase Order

Buyer may terminate a Purchase Order, in whole or in part, at any time:

(a) for any or no reason, upon written notice of termination to Seller;

(b) if Seller repudiates, or threatens to repudiate, any of its obligations under these Terms and Conditions;

(c) if Seller is in breach of, or threatens to breach, any representation, condition, warranty or covenant of Seller under these Terms and Conditions and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller within a commercially reasonable period of time under the circumstances, in no case exceeding 10 days following Seller’s receipt of notice of such breach;

(d) notwithstanding the generality of Section 6.01(c), if Seller fails to, or threatens to fail to, timely deliver Products in accordance with these Terms and Conditions;

(e) if Seller becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files an assignment into bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, arrangement or assignment for the benefit of creditors; or

(f) in the event of a Force Majeure Event affecting the Seller’s performance for more than 10 days.

6.02 Effect of Expiration or Termination.

Neither Party shall be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of these Terms and Conditions. Termination of these Terms and Conditions will not constitute a waiver of any of either Party’s rights, remedies or defences under these Terms and Conditions, at law, in equity or otherwise.

ARTICLE VII 

CONFIDENTIALITY AND NON-SOLICITATION

7.01 Confidentiality

All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, in connection with these Terms and Conditions is confidential (the “Confidential Information”). Seller agrees to: (a) hold the Confidential Information in confidence by using the same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) limit disclosure of the Confidential Information to its employees, agents or subcontractors having a need to know the Confidential Information for the purposes of performing its obligations under these Terms and Conditions; (c) use the Confidential Information solely and exclusively in accordance with these Terms and Conditions; (d) not remove or obscure proprietary rights notices that appear on Confidential Information and copies thereof; and (e) advise Buyer promptly in writing of any unauthorized disclosure or use of Confidential Information. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section 7.01. “Confidential Information” shall not include information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party. It is understood and agreed by the Parties hereto that Buyer will be irreparably harmed by any breach or threatened breach by Seller or any of its representatives of the obligations under this Section 7.01, that money damages would not be a sufficient remedy for any such breach or threatened breach, and that in the event of any breach or threatened breach of this Section 7.01, Buyer shall be entitled to specific performance, injunctive and/or other equitable relief as a remedy for any such breach, without the necessity of proving actual damages or posting any bond or other security. The rights and remedies in this Section 7.01 are cumulative and in addition to any other right or remedy available under these Terms and Conditions, at law or equity.

7.02 Non-Solicitation

For a period of twelve (12) months, Seller shall not, without the prior written consent of Buyer, which consent may be unreasonably withheld, directly or indirectly solicit for employment any employee of Buyer or its Affiliates who is involved in the performance of these Terms and Conditions. Notwithstanding the foregoing, Seller shall not have violated the terms set forth in the preceding sentence if an employee of Buyer responds to a general, non-targeted solicitation for employment issued by Seller.

ARTICLE VIII

CERTAIN OBLIGATIONS OF SELLER

8.01 General Compliance With Laws Covenant

Seller shall at all times comply with all Laws applicable to these Terms and Conditions and its obligations under these Terms and Conditions, including Seller’s sale of the Products. Without limiting the generality of the foregoing, Seller shall:

(a) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the sale of the Products; and

(b) not engage in any activity or transaction involving the Products, by way of shipment, use or otherwise, that violates any Law.

8.02 Certifications

Seller shall at all times ensure that the Products strictly conform to the Specifications, including all kosher, allergy-free and/or other certifications as required. With respect to kosher certifications, Seller will secure and maintain, at its total expense, kosher certification for the Products, adequate kosher surveillance of Seller’s operations and assure compliance with the laws of Kashrut in all aspects of Seller’s operations including, but not limited to, the storage of ingredients and the processing of the Product. With respect to allergy-free certifications, Seller will secure and maintain, at its total expense, certification for the Products, adequate surveillance of Seller’s operations and assure compliance with all applicable laws and regulations in all aspects of Seller’s operations including, but not limited to, the storage of ingredients and the processing of the Product.

8.03 Covenant to Provide Import- and Export-related Information

On Buyer’s request, Seller shall promptly provide all information necessary to export and import Products under these Terms and Conditions and shall notify Buyer of any changes to the information provided by Seller to export and import Products under these Terms and Conditions.

8.04 Ingredients and Materials Disclosure

On Buyer’s request, Seller shall promptly provide to Buyer, in such form and detail as Buyer requests, a list of all ingredients and materials incorporated in the Products, the amount of such ingredients and materials, and information concerning any changes in or additions to such ingredients and materials.

8.05 Duty to Advise

Seller shall promptly provide notice to Buyer of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences:

(a) any delay in delivery of Products;

(b) any defects or quality problems relating to Products;

(c) any deficiency in Specifications; or

(d) any failure by Seller, or its subcontractors or common carriers, to comply with Law.

In addition, Seller shall promptly notify Buyer of any change in Seller’s authorized Representatives, insurance coverage or professional certifications.

ARTICLE IX 

REPRESENTATIONS AND WARRANTIES

9.01 Seller’s Representations and Warranties

Seller represents and warrants to Buyer that:

(a) it is a corporation duly organized and validly existing in the jurisdiction of its incorporation;

(b) it is duly registered or licensed to carry on business in every jurisdiction in which such registration or license is required;

(c) it has all necessary power and capacity to perform its obligations under these Terms and Conditions;

(d) these Terms and Conditions constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms; and

(e) it is in compliance with all Laws applicable to these Terms and Conditions, the Products and the operation of its business.

9.02 Buyer’s Representations and Warranties

Buyer represents and warrants to Seller that:

(a) it is a corporation duly organized and validly existing in the jurisdiction of its incorporation;

(b) it is duly registered or licensed to carry on business in every jurisdiction in which such registration or license is required;

(c) it has all necessary power and capacity to enter into these Terms and Conditions and to perform its obligations under these Terms and Conditions; and

(d) these Terms and Conditions constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

ARTICLE X

PRODUCT WARRANTY

10.01 Product Warranty

Seller warrants to Buyer that all Products will:

(a) at the time of delivery to Buyer, be conveyed to Buyer with good title thereto, free and clear of all encumbrances, claims and liens of any kind whatsoever;

(b) conform to applicable Specifications;

(c) be fit for their intended use and purpose and be merchantable for the full shelf life normally expected from similar products, or if the Product is perishable, until the best before date attaching to the applicable Product;

(d) be free from Defects;

(e) not infringe the Intellectual Property Rights of any other party; and

(f) be in compliance in all respects with all applicable Law, including with respect to their origin, the materials used for their manufacture, and their design, manufacture, packaging, use instructions, distribution, assembly, installation, testing, delivery and sale.

Such warranty shall survive any delivery, inspection, acceptance or payment of or for the Products by Buyer, and is in addition to any other condition or warranty provided by law or equity. If Buyer gives Seller notice of non-compliance with this Section 10.01, Seller shall, at its own cost and expense, promptly replace or repair the Defective or Non-conforming Products and pay for all related expenses, including, but not limited to, transportation charges for the return of the Defective or Non-conforming Products to Seller and the delivery of replacement Products to Buyer.

10.02 Recalls

If Buyer, Seller or any Governmental Authority determines that any Products sold to Buyer are Defective and a recall campaign is necessary, either Party may implement such recall campaign. Buyer must return Defective Products to Seller or destroy such Products, at Seller’s sole cost. Without prejudice to Buyer’s rights under Section 10.01, if a recall campaign is implemented, at Buyer’s option and Seller’s sole cost, Seller shall promptly either repair or replace, or credit or refund Prices for, all such returned Products under the terms of Section 10.01.

Where applicable, Seller shall pay all reasonable costs and expenses associated with determining whether a recall campaign is necessary.

ARTICLE

XI INDEMNIFICATION

11.01 Indemnification

Subject to the terms and conditions of these Terms and Conditions, Seller (as “Indemnifying Party”) shall indemnify, defend and hold harmless Buyer and its Representatives, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, fees and the costs of enforcing any right to indemnification under these Terms and Conditions and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), relating to any Claim in connection with:

(a) the Products purchased from Seller, including the Intellectual Property Rights thereto;

(b) the negligence, wilful misconduct or breach of these Terms and Conditions by Indemnifying Party or its Personnel;

(c) any bodily injury, death of any Person or damage to real or tangible personal property caused by the Indemnifying Party or its Personnel; or

(d) any failure by Indemnifying Party or its Personnel to comply with any applicable Laws.

ARTICLE XII

INSURANCE OBLIGATIONS

12.01 Insurance

Seller shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $5,000,000 (or such other amount as may be acceptable to Buyer, in its discretion) for each occurrence with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in these Terms and Conditions. Seller shall provide Buyer with 30 days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnified Parties.

This Section 12.01 shall not be construed in any manner as waiving, restricting or limiting the liability of either Party for any obligations imposed under these Terms and Conditions (including but not limited to, any provisions requiring a party hereto to indemnify, defend and hold the other harmless under these Terms and Conditions).

ARTICLE XIII

MISCELLANEOUS

13.01 Interpretation

For purposes of these Terms and Conditions, (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms and Conditions as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders.

13.02 Headings

The headings in these Terms and Conditions are for reference only and do not affect the interpretation of these Terms and Conditions.

13.03 Severability

If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.04 Amendment and Modification

No amendment to or modification of these Terms and Conditions or any Purchase Order is effective unless it is in writing and signed by an authorized Representative of each Party.

13.05 Waiver

No waiver by any Party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

13.06 Cumulative Remedies

All rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

13.07 Assignment

Seller may not assign any of its rights or delegate any of its obligations under these Terms and Conditions without Buyer’s prior written consent. Any purported assignment or delegation in

violation of this Section 13.07 is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under these Terms and Conditions. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under these Terms and Conditions without Seller’s prior written consent.

13.08 Successors and Assigns

These Terms and Conditions are binding on and enure to the benefit of the Parties to these Terms and Conditions and their respective permitted successors and permitted assigns.

13.09 No Third-Party Beneficiaries.

These Terms and Conditions benefits solely the Parties to these Terms and Conditions and their respective permitted successors and assigns and nothing in these Terms and Conditions, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

13.10 Dispute Resolution

Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, or the breach, termination or invalidity hereof (each, a “Dispute”), shall be submitted for negotiation and resolution to the applicable Representative of Seller and the applicable Representative of Buyer, by delivery of written notice (each, a “Dispute Notice”) from either of the Parties to the other Party. All unresolved Disputes shall be determined fully, finally and exclusively by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The language of arbitration shall be English.

13.11 Choice of Law

These Terms and Conditions, and all matters arising out of or relating to these Terms and Conditions, are governed by and construed in accordance with the laws of the State of New York, and the laws of the United States applicable therein without giving effect to any choice or conflict of law provision or rule to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of New York.

13.12 Forum Selection

If the arbitration provisions in Sections 13.10 of these Terms and Conditions are determined for any reason to be unenforceable or inapplicable to a particular Dispute, then such Dispute shall be instituted exclusively in the courts of the State of New York. Each party hereto irrevocably submits to the exclusive personal jurisdiction of such courts in connection with such Dispute or any claim related thereto, and waives any objection or defense of inconvenient forum or improper venue in connection therewith.

13.13 Force Majeure

Any delay or failure of either Party to perform its obligations under these Terms and Conditions will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism) (each, a “Force Majeure Event”). Seller’s financial inability to perform, changes in cost or availability of materials, components or services, market conditions or supplier actions or contract disputes will not excuse performance by Seller under this Section 13.13. Seller shall give Buyer prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Seller shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under these Terms and Conditions.

13.14 Relationship of Parties

Nothing in these Terms and Conditions creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party. No relationship of exclusivity shall be construed from these Terms and Conditions.

13.15 No Public Announcements

Neither Party nor any of its Representatives shall (orally or in writing) publicly disclose, issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of these Terms and Conditions or the subject matter hereof, without the prior written approval of the other Party, except if and to the extent that such Party (based upon the reasonable advice of counsel) is required to make any public disclosure or filing regarding the subject matter of these Terms and Conditions:

(a) by applicable Law;

(b) pursuant to any rules or regulations of any stock exchange of which the securities of such Party or any of its Affiliates are listed or traded; or

(c) in connection with enforcing its rights under these Terms and Conditions.

13.16 Currency

All references herein or in any Purchase Order to currency are to United States currency and all payments shall be made in United States currency unless otherwise set out in a Purchase Order.