I.    Purpose and Acceptance
a.    Acceptance of the applicable purchase order (“Purchase Order”) is expressly bound to the terms and conditions (“Terms”) contained herein and any additional terms and conditions contained in Supplier’s response hereto shall be deemed objected to by Gilbarco Inc. (hereinafter called “Gilbarco” or “Company”), without need for further notice of objection, and such conflicting or additional terms shall be of no effect nor in any circumstances binding upon Gilbarco. Supplier (as indicated on the Purchase Order) will be deemed to have assented to all terms and conditions by the return of the signed acceptance copy of an applicable Purchase Order, or if part of the described items is shipped, services rendered or performance otherwise commenced. If the applicable Purchase Order is in response to a proposal of quotation made by Supplier to Gilbarco, specifications, prices, and delivery listed thereon are applicable only to the extent the Supplier’s quotation or proposal is specifically reference on the face of this order; provided, however, that to the extent that terms and conditions contained herein are in conflict with, inconsistent with, or additional to the terms and conditions of Supplier’s offer to Gilbarco. Gilbarco’s acceptance by this order is expressly conditioned upon Supplier’s assent to Gilbarco’s version of such conflicting, inconsistent or additional terms and conditions.           
b.    Company and Supplier intend for this Agreement to be the exclusive manner in which Products are provided by Supplier to Company.

II.    Deliverables
a.    Supplier shall provide the Products (as defined in the Purchase Order”) according to the specifications and delivery schedule set forth in the applicable Purchase Order, which references and incorporates these Terms.  

III.    Pricing and Payment Terms
a.    Prices. The prices for the Products (including the prices and fees for extended warranties and for out-of-warranty repairs) are as set out in the applicable Purchase Order.  Prices are exclusive of any applicable tax, duty, freight, insurance, shipping or similar additional costs, which shall in all instances be borne by Company.  
b.    Changes. Gilbarco may at any time make changes in drawings, specifications, designs, delivery schedules, quantities, place of delivery, and packing and shipping instructions related to this order. If any such changes causes a variation in the cost of furnishings the goods or services covered hereby, and/or in the time required to perform this order, and equitable adjustment in price and/or delivery schedule shall be made. No claim by Supplier shall be valid unless submitted within 15 days from the date notice of any such change is received by Supplier. Nothing in this clause shall relieve Supplier from proceeding without delay in the performance of this order as changed. However, if Gilbarco decides that the facts justify such actions, it may receive and act upon any such claim at any time prior to final payment under this order. Gilbarco engineering, technical and other personnel may from time to time render assistance or give technical advice to, or exchange information with Supplier’s personnel concerning this order. However, such assistance, advice, statements or exchange of information shall not constitute a waiver with respect to any of the Supplier’s obligation or Gilbarco’s rights hereunder or be authority for any change in the goods or services called for hereunder. Any such waiver or change to be valid and binding upon Gilbarco must be in writing and signed by an authorized representative of Gilbarco’s Purchasing Department

IV.    Delivery / Title / Risk of Loss
a.    Delivery. Supplier shall deliver all Products suitably packed for shipment in accordance with any specifications set forth by Company and marked for shipment to Company’s destination specified in the applicable the Purchase Order. Risk of loss shall pass from Supplier to Company upon acceptance by Company of the Products to the stated delivery point in accordance with applicable Incoterms. All freight, insurance, and other shipping expenses, as well as any special packing expenses not expressly included in the original quotation for the Products shall be paid by the Supplier.  Services, including software and software-as-a-service products, shall be deemed delivered when Company is provided access to all agreed features of such services and/or software.
b.    Timeliness. Time is the essence of this order. If Supplier fails to make delivery or perform the service at the time agreed upon or performs the work hereunder in such a fashion as endangers its ability to make timely delivery or to render timely performance or services, Gilbarco reserves the right to cancel, purchase elsewhere, and hold Supplier accountable for any additional costs or damages incurred by Gilbarco. Acceptance of any items after delivery date or otherwise shall not constitute a waiver of Gilbarco’s rights to demand timely performance as to future deliveries or to recover damages for the late delivery or offset such against the purchase price. If it appears Supplier will not meet agreed delivery schedule, Supplier shall promptly notify Gilbarco in writing and, it requested by Gilbarco, ship via premium routing to avoid or minimize delay to the maximum extent possible, the added cost to be borne by Supplier. This is in addition to Gilbarco’s other remedies. Items received more than 15 days before schedule date may at Gilbarco’s option, be returned at Supplier’s expense, or be accepted and payment therefore withheld until the time when it would have been due had the items arrived at the proper time. 
c.    Inspection. Payment for the goods or services furnished hereunder shall not constitute acceptance thereof. All goods are subject to Gilbarco’s inspection, at the source if deemed necessary by Gilbarco or required by government regulation. If any of the goods are found at any time to be defective in design, material or workmanship, or otherwise not in conformity with the requirements of this order, Buyer in addition to any other rights which it may have under warranties or otherwise shall have the right to reject and return such goods (plus inbound transportation charges if bought F.O.B. shipping point) at Supplier’s expense. Such goods shall not be replaced without written authorization by Gilbarco. Gilbarco may reject the entire shipment, where it consists of a quantity of similar articles and sample inspection discloses that the articles inspected contain defective material or workmanship or do not conform to specifications or samples, unless Supplier agrees to reimburse Gilbarco for the cost of complete inspection of the articles included in such shipment. 
d.    Title. The Title to the Products shall pass from Supplier to Gilbarco at the time that risk of loss is passed.
e.    Freight. Shipments against this order must be routed as specified by Gilbarco, otherwise any extra expense incurred is to be charged to and assumed by Supplier.  In the event routing is not specified, ship least expensive way.  

V.    Warranty.

a.    OEM Warranties:
i.    Products are covered by Supplier's standard warranty for the Products. 
ii.    Additional OEM warranties, as applicable, shall be specified in each Purchase Order. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES REFERENCED TO IN THIS SECTION VI ARE IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING ANY REGARDING FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE PRODUCTS AND THE PARTS THEREFORE.   
iii.    The Supplier shall pass good and marketable title to the Products to the Gilbarco, free and clear of any liens or security interests of third parties. 
b.    Third Party Warranties:  To the extent possible and where applicable, Supplier shall pass on the benefit of third-party warranties covering components or subparts of the goods and/or services delivered under this Agreement. Supplier will cooperate with Gilbarco, in a commercially reasonable manner, in enforcing such third-party warranties.
c.    Warranty Remedies.  In the event any goods or services delivered to the Company fail to conform to the terms of this Agreement Company's sole and exclusive remedy shall be replacement or repair of the non-conforming goods or re-performance of the non-conforming services, as determined by the Supplier and at Supplier's expense. Company shall notify Supplier promptly upon discovery of such non-conformity and hold all claimed non-conforming goods available for inspection by Supplier. Supplier shall have a reasonable period of time to repair or replace any goods that it confirms are non-conforming.
d.    Gratuities. Supplier has not and will not offer or give to any employee, agent or representative of Gilbarco and gratuity with a view towards securing any business from Gilbarco by influencing such person with respect to the terms, conditions, performance, or award of any contract with or order from Gilbarco. Any breach of this warranty shall be a material breach of each and every contract between Gilbarco and Supplier. 
 
VI.    Liabilities
a.    NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THESE TERMS OR TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY LOSS OF PROFIT, LOSS OF PRODUCTION, LOSS OF REVENUE, FINANCIAL LOSS OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGES, IN EACH CASE, HOWEVER CAUSED, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH THE TERMS. 
b.    NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY TO THE SUPPLIER IN RESPECT OF ALL OTHER LOSSES, DAMAGES AND PENALTIES ARISING UNDER OR IN CONNECTION WITH THE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, INCLUDING LOSSES CAUSED BY A DELIBERATE BREACH OF THE TERMS BY THE COMPANY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL NOT EXCEED THE VALUE OF PRODUCTS PURCHASED BY THE COMPANY FROM SUPPLIER IN THE LAST 12  CALENDAR MONTHS PRIOR TO THE DATE OF THE EVENT RESULTING IN LOSS OR DAMAGE.  

VII.    Intellectual Property
a.    Gilbarco Material. All material including tools, furnished or specifically paid for by Gilbarco shall be the property of Gilbarco, shall be subject to removal at any time without additional cost upon demand by Gilbarco, shall be used only in filling orders from Gilbarco, shall be kept separate from other materials or tools, and shall be clearly identifies as the property of Gilbarco. Supplier assumes all liability for loss or damage, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory, upon request of Gilbarco. In the event that Supplier fails or refuses to return Buyer’s tooling or dies, including attorney’s fees. 
b.    Drawings and Specifications. Gilbarco shall at all times have title to all drawings and specifications furnished by Gilbarco to Supplier and intended for use in connection with this order. Supplier shall use such drawings and specifications only in connection with this order and shall not disclose such drawings and specifications to any person, firm, or corporation other than Gilbarco’s or Supplier’s employees, subcontractors, or Government inspectors. The Supplier shall, at Gilbarco’s request or upon completion of the order, promptly return all drawings and specifications to Gilbarco. Supplier shall impose and enforce these use restrictions on its employees, subcontractors and suppliers. 
c.    Ownership. Each Party shall own and retain all rights, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in its Products. Except for any license granted pursuant to this Agreement, neither Party shall acquire any interest and/or rights in the other Party’s Products or any other services or materials, or any copy or portion thereof, provided by such Party, pursuant to this Agreement.

VIII.    Indemnification and Insurance.
a.    General Indemnity. 
1.    The Supplier shall fully and completely indemnify Company in respect of all claims (including reasonable attorneys’ fees) by any person whatsoever for injury to person or property caused by or in connection with the use the Products and, additionally, for all costs and charges in connection therewith except to the extent such claim is a result of the negligence or intentional wrongdoing of Company. The Supplier will defend, indemnify, and hold harmless the Company, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) Supplier or any Suppliers’ end users’ use of the Products, (b) violation of applicable law by the Supplier or any Suppliers’ end user; or (c) Supplier’s content or the combination of Supplier’s content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Supplier’s content or by the use, development, design, production, advertising or marketing of Supplier’s content.    
2.    If Company is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, Supplier will also reimburse Company for reasonable attorneys’ fees, as well as Company’s employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at its then current hourly rates. 
b.    Specific Indemnity:  In addition to the indemnities set forth elsewhere in these Terms, Supplier agrees to indemnify, defend, and hold harmless Company for any losses, claims, damages or the like arising from the installation or use of the goods and services provided under these Terms that is against the guidance, directions, and/or recommendations of the Company and/or not in accordance with industry standards.  
c.    Insurance. Supplier shall maintain at all times during the performance of labor or services for Buyer under the contract which results from the acceptance of this order, workers’ compensation insurance with applicable statutory limits, employer’s liability of $1,000,000 limit, and comprehensive public liability insurance including products completed operations, automobile and contractual liability coverage’s with limits of $500,000/$1,000,000 bodily injury, and $500,000 property damage ($50,000 property damage-automobile) or a combines single unit of $1,000,000 per occurrence. Supplier shall furnish an insurance certificate and/or state issued certificate evidencing the above coverages. Insurance certificates must be endorsed to provide that Gilbarco shall be notified in writing 10 days prior to any substantial modification or termination of the subject policy. 
        
IX.    Compliance
a.    Generally. The Parties shall fully comply with all applicable laws, rules and regulations, including without limitation those of the United States and all other jurisdictions globally (“Laws”) that apply to the respective Parties’ business activities in connection with the purchase of and use of Products from the Supplier. Specifically, the Parties shall comply with all Laws relating to anti-corruption, bribery, extortion, kickbacks, or similar matters, including without limitation the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.  No party will take any action that will cause either party or any of their affiliates to violate any such Laws.  Without limiting the generality of the foregoing, Supplier specifically agrees to comply with all applicable standards, provision and stipulations of the FAIR LABOR STANDARS ACT OF 1938, as amended (52 STAT. 1060, 29U.S.C. § 201), including specifically sections 6, 7, and 12 of the Act, and Supplier shall so warrant and represent on each invoice for goods delivered pursuant hereto. Supplier further warrants that the products, including the packing and packaging of such products, and/or services covered by this purchase order will comply with the regulations and standards of Pub. L.91-596 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (29U.S.C.651-85STAT. 1950, 29U.S.C. § 651), and with Pub. L.92-573 CONSUMER PRODUCTS SAFETY ACT (86 STAT. 1207, 15 U.S.C. § 2051), the TOXIC SUBSTANCES CONTROL ACT, as amended, and Supplier hereby indemnifies and saves harmless GILBARCO from or against any and all losses, penalties, and expense (including court costs and reasonable attorney’s fees) resulting from Supplier’s noncompliance therewith.  Supplier warrants it has reviewed the Supplier Code of Conduct at https://www.vontier.com/suppliers  as of the time of the GILBARCO order and further warrants its compliance with all provisions of such code of conduct. 
b.    Government Contract. In the event that the order bears a governmental contract number on the face hereof, Supplier agrees to comply with all pertinent provisions, agreements, and clauses of said contract, pertinent Presidential directives and executive orders, and all applicable regulations to the extent that they apply to the subject matter of this order and all such pertinent provisions, agreements, clauses, directives, executive orders, and regulations are hereby incorporated by reference. A copy of said contract of part thereof that Gilbarco deems applicable to this order will be given to the Supplier upon request. 
c.    Hazardous Materials. Any materials required by this order that are deemed hazardous will be packed, marked, and shipped by the Supplier to comply with all present and future Federal, State, and Local regulations and will further comply with any special company requirements. 
d.    Notice of Labor Dispute. Whenever Supplier has knowledge that any actual or potential labor dispute may delay this order. Supplier shall immediately notify and submit all relevant information Gilbarco.  Supplier shall insert the substance of this entire clause in any subcontract hereunder as to which a labor dispute may delay this order.
e.    Chemical Substances. By acceptance of this purchase order, Supplier certifies that the chemical substance(s) furnished pursuant to this order has been properly labeled, and that proper information of the substance(s), e.g. material safety data sheets, have been provided to Gilbarco pursuant to any Federal, State, or Local legislation.

X.    Payment Terms and Invoicing
a.    Supplier shall invoice Company directly for services or products rendered under this Agreement at Company’s address set forth below.  Company shall not be obligated to pay invoices that are not invoiced within ninety (90) days. If Supplier fails to provide an invoice within such 90-day period, Supplier waives any claim it has to the amounts otherwise due under such invoice. Company reserves the right to withhold payment on any disputed invoice upon notice to Supplier.  Company shall pay undisputed invoices according to its current payment processing schedule and methods, which shall be made available to Supplier upon demand.
b.    Company will pay undisputed invoices within ninety (90) days via credit card, or any other method as preferred by Company, from the date Buyer receives Supplier’s valid invoice.  Supplier shall accept such payment and shall not assess, add, or otherwise impose any surcharge, convenience fee, processing fee, or similar charge in connection with Company’s payment by credit card. Supplier shall be solely responsible for any merchant or card-processing fees charged to Supplier by its payment processor.
c.    Purchase Order numbers must appear on every invoice, tag, box, package, shipping papers, or any other communication. A packing slip must accompany each shipment. Suppliers must render separate invoices in duplicate for each shipment applying against this order. Invoices with bills of lading or prepaid expense bills attached should be directed to the Accounts Payable Department, Greensboro, N.C., unless otherwise specified. Invoices are not to cover more than one Purchase Order. Invoices for transportation charges must be supported by carrier’s receipt bill. Invoices must show cash discount terms. Gilbarco reserves the right to calculate discount period from date of shipment or from date correct invoice is received at the proper office of Gilbarco, whichever is later. 
d.    Supplier is responsible for paying or self-assessing all applicable direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes (collectively, “Taxes”) associated with its purchases hereunder, above and beyond the Fees, excluding taxes based on Ping Identity’s net income or property, unless Customer provides Ping Identity with a valid tax exemption certificate authorized by the appropriate taxing authority.  To the extent that any amounts payable by you are subject to withholding taxes, the amount payable shall be grossed up such that the amount paid to Ping Identity net of withholding taxes equals the amount invoiced by Ping Identity.  Unless otherwise stated, all prices set forth on an Order Form are exclusive of Taxes.

XI.    General Provisions
a.    Confidentiality.  All documents and information, including business data and Product pricing supplied to a party (the “Receiving Party”) hereunder that is marked confidential, restricted, or otherwise subject to limited access, or would be reasonably understood to be confidential based on the nature of the information or the circumstances surrounding the disclosure (“Confidential Information”), are proprietary in nature and confidential to the party disclosing such information (the “Disclosing Party”). The Receiving Party agrees to maintain such documents and information in confidence, and not to disclose such information to a third party or use such documents or information for any purpose other than the fulfillment of the mutual business purposes of the parties under this Agreement. The Receiving Party will disclose Confidential Information only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. This section shall survive any termination of this Agreement. 
b.    Termination and Termination Remedies. 
1.    Termination for Convenience. Company may terminate this Agreement without cause upon sixty (60) days’ prior written notice to Supplier.  
2.    Termination for Cause. A Party may terminate this Agreement for Cause (as defined below) upon 90 days’ prior written notice of its intent to terminate for Cause, unless the other Party is able to cure such Cause during the 90-day notice period.   Notwithstanding the foregoing, Gilbarco may terminate this Agreement for Cause immediately upon written notice if such Cause is based upon the material breaches set forth below.  The time period from the commencement of the Initial Term until termination or expiration of this Agreement shall be the “Term.”     
        Any one of the following shall be deemed “Cause” for termination hereunder:  
a)    any breach of a material provision of this Agreement;   
b)    any material false representation, report, or claim in connection with the business relationship of the parties hereto or any fraud or criminal misconduct;  
c)    the transfer of an interest equivalent to or greater than thirty-five percent (35%) of the beneficial ownership of Company to an individual or entity without the prior written consent of Supplier, which consent shall not be unreasonably withheld;  
d)    any merger, or consolidation, involving Company or sale of all or substantially all of Company’s assets related to performance under this Agreement, without the prior written consent of Supplier, which consent shall not be unreasonably withheld;  
e)    any assignment of this Agreement by Company, in whole or in part, direct or indirectly, in breach of these Terms, below;   
f)    any unauthorized use of a Supplier trademark or logo by Company;  
g)    the adjudication of either Party to be bankrupt or insolvent; the filing by either Party of a voluntary petition in bankruptcy or insolvency, or for the appointment of a Receiver with respect to all or a substantial part of the property of the Party; the filing by either Party of a petition, answer, or other pleading seeking or being caused to reorganize or readjust under any law relating to insolvency of bankruptcy unless discharged within thirty (30) days; or the institution by either Party of any proceedings for liquidation or winding up of its business other than for purposes of reorganization, consolidation, or merger.  
3.    Open Orders. Termination of this Agreement by Supplier shall also terminate any open orders, SOWs, etc., as of the date of termination. In addition to other remedies available, Company shall pay Supplier, in the event of termination by Supplier, a pro rate portion of the total amount that would be due for cancelled orders equal to the portion of work already completed by Supplier, with such amount to include, at minimum, reimbursement for the costs of all goods purchased or otherwise irrevocably acquired in furtherance of such cancelled orders, along with any other applicable termination fees set forth herein or in the applicable order documentation.   
4.    Post-Termination Rights and Obligations of the Parties.  If this Agreement expires or is terminated:  
a)    At Supplier’s option, Company agrees to return to Supplier all special tools, training manuals, manuals, and any other proprietary or trademark materials.    
b)    Company agrees to immediately cease the use or display of all materials previously approved for use or provided by Supplier.  

5.    Termination or expiration of this Agreement for any reason shall be without prejudice to all accrued rights and remedies and shall not affect the continuing rights and obligations of the parties under any relevant section of this Agreement, including those obligations which contemplate performance by a Party after the expiration or termination of this Agreement.  

c.    Independent Counsel and Drafting. Each Party acknowledges that they have had the opportunity to seek independent legal counsel in connection with the negotiation and execution of this Agreement. This Agreement shall be deemed to have been drafted jointly by the parties and, in the event of a dispute, shall not be construed against any Party by reason of its drafting or preparation.
d.    Liens. If this order covers job site work, Supplier shall be solely responsible for all claims of whatever nature arising out of nonpayment for services, labor, and materials furnished or contracted for by Supplier in performance of work hereunder, including all liens which may be levied against Buyer or its customers. Before final payment, or at any time upon Buyer’s request, Supplier shall furnish Buyer with an affidavits conforming to the laws of the state in which the work is performed on in absence of any such law than an affidavit satisfactory to Buyer setting forth the names and amounts due to remaining unpaid to all persons furnishing services, labor, or materials hereunder. Buyer shall have the right to pay directly to all Supplier’s creditors all such amounts as may be due them and deduct same from payments to Supplier. 
e.    Notice. Any notice provided for or permitted under this Agreement will be treated as having been given (i) when delivered personally, on the next business day after the day on which it is personally delivered, (ii) when sent by commercial overnight courier or email with written verification of delivery, on the next business day after its delivery to the courier during normal business hours, or (iii) when mailed postage prepaid by certified or registered mail, return receipt requested, on the fifth business day after its date of posting.  Any notices required or permitted to be given will be in writing and sent the to addresses and contact information contained within the Purchase Order. 
f.    Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of North Carolina, USA, without regard to the conflicts of law’s provisions. Supplier and Company consent to the sole and exclusive venue and jurisdiction of the courts situated in Guilford County, North Carolina, USA.  
g.    Dispute Resolution.  The Parties will attempt to settle any claim or controversy arising out of this Agreement through good faith negotiations and in the spirit of cooperation. Any issues that cannot be so resolved will be referred to a senior management representative from each of the Parties who has the authority to resolve the dispute. In the event such senior management representatives cannot resolve the dispute within a period of 30 days of the referral, either Party may submit the dispute to binding arbitration for resolution. 
h.    Entire Agreement. Unless otherwise agreed to in a written instrument signed by Supplier and Company, these terms constitute the entire agreement between the parties, there being no other promises, terms, understandings, conditions, or obligations referring to the subject matter contained herein. Any modifications hereto shall be in writing and signed by both parties. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  This Agreement shall be interpreted and construed only by its contents and there shall be no presumption or standard of construction in favor of or against either Party. 
i.    Severability. If for any reason any provision of this Agreement, including but not limited to any provision relating to termination of this Agreement, shall be deemed, by a court of competent jurisdiction to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable and enforced so long as the essential benefits of this Agreement remain enforceable and obtainable.
j.    Construction. The parties acknowledge that each has had the opportunity to seek legal counsel to review the contents of this Agreement and that neither Party shall be deemed the drafter of the Agreement.
k.    Independent Contractors. Nothing in this Agreement is intended to, or shall be deemed to, establish any employer-employee relationship, partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party except as expressly provided in this Agreement or in subsequent documents executed by duly authorized representatives of both Parties.
l.    Assignment. Supplier shall not assign or transfer this Agreement or any of its rights, or delegate any of its duties or obligations hereunder, whether voluntarily, by merger, operation of law, or otherwise, without the prior written consent of Compnay, which shall not be unreasonably withheld.
m.    Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
n.    Change of Control. Company may assign these Terms to (i) any of its Affiliates or (ii) any entity with which or into which Company may consolidate or merge. Company may also subcontract or delegate any of its obligations to any of its Affiliates or as otherwise permitted by these Terms. Any assignment, subcontracting, or delegation by Company shall not relieve Company of any of its obligations under these Terms.  
o.    Force Majeure. Neither Party shall be liable to the other as a result of any delay or failure to perform its obligations under the Agreement if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that Party and which by its nature could not have been foreseen by such a Party or if it could have been foreseen was unavoidable. If such event or circumstances prevents the affected Party from performing its obligations under the Agreement for more than 28 days, the other Party shall have the right, without limiting its other rights or remedies, to terminate the Agreement with immediate effect by giving written notice of the same and either Party shall be entitled to recover from the other prepayments for products and services not provided or supplied in the event of the Force Majeure event.