Standard Terms and Conditions

STANDARD TERMS AND CONDITIONS

1. BASIS OF SALE. The terms and conditions of sale set forth herein are the exclusive terms and conditions applicable to the sale of any product or service to Buyer by GP&C Operations, LLC, d/b/a Garlock Flexibles (hereinafter “Seller”). Seller expressly limits any sale to the terms and conditions set forth herein in their entirety, and will not accept, and hereby rejects, any other conditions of sale, unless Seller has signed a written agreement that expressly modifies, supersedes, or replaces the terms and conditions set forth herein. Seller’s acceptance of any purchase order is expressly limited to and made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein and shall govern any transaction between Seller and Buyer notwithstanding contrary terms contained in a purchase order, request for quote, acknowledgment of an order or other document submitted by Buyer. These terms and conditions supersede and exclude any prior written or oral agreement, understanding, representation or promise, Buyer's acceptance of these exclusive terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's submission of a purchase order; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. Seller’s silence or failure to respond or object to any different or additional term, condition or proposal shall not be deemed to be Seller’s acceptance or approval thereof.

All purchase orders must be bona fide commitments showing definite prices and quantities. No purchase order, whether submitted in response to a quotation by Seller, shall be binding upon Seller until Seller has accepted such purchase order by issuing an order acknowledgement in writing. Buyer may not cancel or modify any purchase order once accepted by Seller without the express written consent of Seller. The rights of the parties with respect to changes and cancellations are further set forth in Section 7 below.

2. PRICES. Prices are based upon continuous production in uninterrupted runs of the quantity or quantities specified by Seller which, unless expressly authorized by Seller in writing, shall not be less than 8 million square inches (aka - 8 MM sq. in., 8,000 MSI) per individual item. In the event production runs are less than 8,000 MSI or other quantity expressly authorized by Seller in writing, then such prices shall be subject to a reasonable increase to reflect any cost to Seller, including set up times. In the event Buyer requests or causes any deviation from the specifications contained in a purchase order and corresponding order acknowledgment (including, but not limited to, change in quantity, product mix, scheduling, artwork, lead times or delay in responding to requests for approval from Seller), Buyer agrees to an increase in price in an amount necessary for Seller to recover any increase in costs or other losses to Seller resulting from such deviation. Prices for any Products covered by a purchase order that are scheduled for shipment more than 90 days after the acceptance of such order are subject to an increase upon written notice to Buyer to reflect increases in raw material costs. Prices are exclusive of expenses related to special packaging or procedures to cover unique circumstances of shipment or storage unless specifically noted. Until acceptance of a purchase order by Seller, quoted prices are subject to change. All prices set forth in any purchase order, quote, acknowledgement of order, invoice, or other documentation are exclusive of, and Buyer shall be solely responsible for, all shipping, transportation, handling, insurance, delivery charges, duties, tariffs, levies, and other governmental charges, except as otherwise agreed to in writing by the parties. Unless otherwise expressly agreed in writing by the parties, Seller shall arrange for shipment of the goods and shall invoice Buyer separately for all such charges at cost. Any estimates of shipping or other charges provided by Seller are for informational purposes only and shall not be binding.

3. TAXES. Prices, unless expressly indicated, do not include federal, state or local sales, use, exercise, value-added or other taxes, now or hereafter enacted, applicable to the goods sold. Any such taxes will be added by Seller to the sales price where Seller has the legal obligation to collect same and will be paid by the Buyer unless Buyer provides Seller with the proper tax exemption certificates. Buyer agrees to indemnify Seller against all claims and liabilities in connection with the taxes set forth in this section.

4. TERMS AND METHOD OF PAYMENT. All invoices are due and payable on a net basis within thirty (30) days from the date of invoice unless otherwise set forth in such invoice. No deductions or setoffs shall be allowed from invoices unless expressly authorized by Seller in writing. The amount of credit extended to Buyer may be modified or revoked by Seller at any time in its sole and absolute discretion. If shipment is delayed by Buyer, Seller shall invoice Buyer upon shipment; provided, however, that if the Products have not been shipped within ninety (90) days after the date on which Seller is prepared to make such shipment, Seller may invoice Buyer for such Products at any time thereafter, and payment shall be due within thirty (30) days from the date of such invoice. Seller reserves the right to charge interest, or a fee in lieu of interest, at the lesser of (a) one and one-half percent (1.5%) per month, or (b) the highest rate allowed by law on all overdue accounts, plus all costs associated with the collection of such overdue accounts (including, without limitation, court costs and reasonable attorneys’ fees), with any partial month counted as a full month. Whenever Seller in good faith deems itself insecure, Seller may cancel any outstanding purchase order with Buyer, decline to make delivery of products to Buyer, or repossess goods in transit or delivered, but not paid for in full.

5. DELIVERY, TITLE AND RISK OF LOSS. Prices and delivery are F.O.B. Seller's plant and all risk of loss, including loss or damage during shipping, passes to Buyer upon Seller’s delivery of product to a common carrier for shipping at Seller’s plant. Seller recommends (but does not require) that Buyer obtain insurance to protect against risk of loss or damage during shipping. Buyer is responsible for all costs of freight and delivery; except, as a courtesy to Buyer, Seller will pay freight charges for any shipment that meets the following criteria: (i) shipments in excess of 3,500 lbs. for mixed load or roll stock items, (ii) shipments in excess of 2,000 lbs. for Inno-lok items only and (iii) shipments in excess of 1,500 lbs. for bags or pouches only. Any freight quoted by Seller is for transportation costs only, and all delivery accessorial charges will be invoiced separately upon final billing by the carrier. Even in those circumstances where Seller pays the cost of freight, risk of loss passes to Buyer at the time Seller delivers the goods to a common carrier for shipping. In the event Buyer fails to pay any freight or delivery charge Seller may, at its option, pay all or a portion of the outstanding freight charges and invoice Buyer for same. Notwithstanding transfer of risk of loss to Buyer upon delivery of Product to a common carrier FOB Seller’s plant, title to all Product (whether finished or in process) remains with Seller until Seller has received payment in full for such product. In the event it is determined by a court that title transferred to Buyer at any point prior to payment in full, then and in that event, Buyer grants to Seller a security interest in all Product that is subject to these terms and conditions and all proceeds therefrom. Buyer shall cooperate with Seller in complying with all applicable laws and regulations and perform all acts deemed necessary or advisable by Seller to grant and perfect Seller’s security interest in said Products. If requested by Seller, either prior to shipment or at any time when any part of the purchase price remains unpaid, Buyer shall execute and deliver a financing statement under the Uniform Commercial Code or such other document as may be required to perfect such security interest.

6. LEAD TIMES. Any quoted lead times for products are approximate only and shall, in no case, be less than the following standard lead times: (i) 6-8 weeks for roll stock items, (ii) 8-10 weeks for further converted items (Inno-lok items, bags and pouches, etc.), and (iii) 4-6 weeks for labels, in each case from the date that final approved artwork and all requested technical specifications have been provided to Seller. In the event any lead times are quoted by Seller prior to Seller’s receipt in full of the artwork and technical specifications, such quoted lead times shall be deemed to be revised in accordance with this section without any further action on the part of Seller. In any case, Seller shall not be liable for any loss suffered by Buyer caused by delivery of Products in advance of or after the date quoted for delivery, however caused, and time for delivery is not of the essence. Lead times are further subject to change based on the availability of raw materials; in the event required raw materials are not available, a new order acknowledgement will be issued within five (5) business days from receipt of order.

7. ORDER CHANGES AND CANCELLATIONS. All requests for changes to, or cancellations of, an existing order must be submitted in writing or by email to a Seller Customer Service Representative. Any changes requested will affect lead times. The following charges apply:

(a) If Buyer has ordered but has not yet received an acknowledgement from Seller – No Charge.

(b) If Buyer has ordered and has received an acknowledgement, and Seller is able to cancel or change all material orders with no penalty – Seller reserves the right to charge $500 for cancellation and handling. If changing the order, no charge.

(c) If Buyer has ordered and has received an acknowledgement, and Seller is unable to cancel or change material orders – Buyer is responsible for the cost of material plus penalties from suppliers, and Seller reserves the right to charge $500 for cancellation and handling plus 15% margin. Buyer must provide direction, a delivery schedule of material, or approval to dispose of material in 30 days or less. On an order change, Buyer is responsible for penalties and any additional charges from the supplier, and Seller reserves the right to charge $500 for handling.

(d) If Buyer has ordered and has received an acknowledgement, and Seller has begun any part of the printing/converting process – Buyer is responsible for the full purchase price. Buyer must provide direction, a delivery schedule of material, or approval to dispose of material in 30 days or less.

8. INSPECTION, ACCEPTANCE AND RETURN. Upon receipt of any shipment of Products, Buyer shall promptly note receipt of Products that are not in accordance with bill of lading or express receipt, and Buyer shall be responsible for making a claim against such carrier for any shortage, external damage or discrepancy in the shipment. Within ten (10) days of Buyer’s receipt of any shipment, Buyer must report to Seller any shortage, damage, or quality deficiency. After such period, all unreported claims will be deemed waived, and Buyer shall be conclusively deemed to have inspected and accepted such Products, subject to Seller’s warranty as set forth in Section 12 below. Before returning Product for any reason, Buyer must notify Seller of the reason for such return, obtain Seller’s prior approval therefor, and then observe such reasonable instructions as Seller may give in authorizing any return.

9. OVER OR UNDER RUNS. Seller reserves the right to ship and invoice over and under run amounts up to the following percentages (based on individual item order quantity expressed in MSI of roll stock) which shall constitute proper and complete fulfillment of any order and shall be paid for at the unit price specified in the order: (i) under 8 MM Sq In, 35%, (ii) 8 to under 10 MM Sq In, 30%, (iii) 10 to under 20 MM Sq In, 20%, (iv) 20 to under 50 MM Sq In, 15% and (v) 50 or more MM Sq In, 10%.

10. INVENTORY PROTECTION. Finished Products may be held by Seller for up to 90 days from the manufacture date at no cost to Buyer, following which such finished Products may be shipped and invoiced to Buyer at any time at Seller’s sole discretion. If such finished Products are not shipped after 90 days, Buyer may be charged a warehousing fee equal to one and one-half percent (1.5%) of the invoiced price of the stored finished Products per month with each partial month counting as a full month to be billed at the time of shipment. Seller is under no obligation to continue any storage after 90 days from the manufacture date. Seller may ship to and invoice Buyer for all raw materials remaining in inventory that were ordered in response to purchase orders from Buyer and that are not committed to firm production orders by Buyer within thirty (30) days after such raw materials are received by Seller.

11. TOOLING. All preparatory work, plates, or cylinders, referred to herein as tooling, shall remain Seller’s property unless the cost of such tooling was invoiced to and paid for in full by Buyer when such tooling was procured or, if the cost of such tooling was agreed in writing by the parties to be amortized into the price of future orders, until such time as the cost of such tooling has been fully recovered through such amortization from the sale of Products. For clarity, tooling being amortized shall remain Seller’s property until the cost of such tooling has been fully recovered. Seller may invoice Buyer for, and Buyer shall pay, only the remaining unamortized cost of any tooling if the items produced with such tooling are discontinued or the anticipated future orders into which such tooling was to be amortized are delayed from the original schedule or otherwise not fulfilled. Seller shall store all tooling without charge; provided, however, that Seller shall have the right, without liability or notice, to destroy or otherwise dispose of such tooling if not used for one (1) year. In the case of any tooling that has been fully paid for by Buyer or fully amortized, as the case may be, , prior to such destruction or disposition, Seller shall provide Buyer with at least 10 days’ notice that it intends to destroy or dispose of such tooling so that Buyer may, during such 10-day period, take possession of such tooling from Seller. In the event that such tooling has not been fully amortized at the time of such notice, Buyer must pay the unrecouped portion of the cost of such tooling when taking possession thereof. . Failure of Buyer to respond in writing and take possession of such tooling prior to the end of such 10-day notice period shall constitute Buyer’s agreement to such destruction or disposition. Tooling costs include an initial layout proof only (hard copy or PDF); any additional proofs, Kodaks, or changes to the original files will be billed in accordance with Seller’s price list. All proofs and/or plates will automatically be billed sixty (60) days after completion. All plate charges are billed on net thirty (30) day terms, and no discounts are allowed. Artwork and printing plates will be disposed of after one (1) year of non-activity.

12. LIMITATION OF WARRANTY AND CLAIMS. Buyer assumes all risk and liability for the use of Seller’s Products, whether used singly or in combination with other products. Seller warrants that all new and unused Products furnished by Seller shall be free from defects in material and workmanship under normal use for a period of twelve (12) months from the date of manufacture. Seller makes no warranty that any Product sold to Buyer conforms to any state or federal laws or regulations. THE FOREGOING WARRANTY EXTENDS ONLY TO BUYER AS THE ORIGINAL PURCHASER, AND IS THE SOLE AND EXCLUSIVE WARRANTY AVAILABLE TO BUYER IN LIEU OF ANY AND ALL OTHER WARRANTIES, INDEMNITIES OR OBLIGATIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The exclusive remedies of Buyer for any non-conformance to the warranty shall be, at Seller’s option: (i) repair; (ii) replacement; or (iii) repayment of, or credit against future purchases for, the purchase price of the defective Products upon return of the defective Products. Selection among the exclusive remedies described above shall in each case be at Seller’s sole and absolute discretion and subject to Buyer’s compliance with Seller’s return procedures and instructions, copies of which shall be furnished to Buyer upon written request. If Buyer makes a warranty claim to Seller and no actual defect is subsequently found, Buyer shall reimburse Seller for all reasonable costs incurred in connection with such alleged defect. Notwithstanding anything to the contrary herein, Seller shall not be liable for breach of warranty or otherwise in any manner whatsoever for: (i) any Product which, following its delivery, has been subjected to improper storage, neglect, accident, abuse, misapplication, improper repair, unintended use or alteration; (ii) defects resulting from Buyer’s specifications or designs for the Product, if applicable; or (iii) damages resulting from the manufacture, packaging, storage, distribution or transportation of Buyer’s products incorporating Products.

13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE PRODUCT SOLD OR THE AGREEMENT TO SELL PRODUCT TO BUYER, WHETHER FORESEEABLE OR UNFORESEEABLE, DIRECTLY OR INDIRECTLY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROPERTY OR EQUIPMENT, LOST PROFITS, LOST REVENUE, COST OF CAPITAL, LOST GOODWILL, COST OF PURCHASED OR REPLACEMENT GOODS, INCLUDING THOSE DAMAGED BY SELLER PRODUCTS, LOSS FROM BUSINESS OR PRODUCTION INTERRUPTIONS, INCREASED MANUFACTURING COSTS, SUMS OR DAMAGES INCURRED OR PAID TO THIRD PARTIES, OR IMPAIRMENT OF OTHER ASSETS. THIS LIMITATION APPLIES TO ALL CLAIMS WHETHER ARISING OUT OF BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF CONTRACT, BREACH OF A STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, NEGLIGENCE OR OTHER TORT INCLUDING, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY EXCEED THE TOTAL PURCHASE PRICE PAID BY BUYER FOR THE PRODUCTS SOLD TO BUYER BY SELLER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. FORCE MAJEURE. Seller shall be excused from performing in the event of acts of God, labor strikes, stoppage, slowdowns or interruptions, sabotage, riots, fires, storm, earthquake, flood, explosion, accident, epidemic, pandemic, quarantine restrictions, war, revolution, civil commotion, riots, embargo, tariffs, acts of a public enemy, acts of terror, assertions by third parties of infringement claims, late or non-delivery by suppliers to Seller, lack of adequate production capacity, failure or delay in plant start-up, breakdown of machinery or shortages of raw materials, power, equipment, field, transportation, containers, local, state, federal, or foreign governmental prohibitions or limitations on performance, any act, law or regulation of any government or agency with jurisdiction over Seller or Products, interruptions in supply of utilities (including the Internet) or transportation, and all other contingencies beyond the reasonable control of Seller which render performance by Seller impractical. In the event of a shortage of production or supply of products for any reason, Seller reserves the right to allocate in its sole and absolute discretion, its production and supply of products to itself, its affiliates and to their respective unaffiliated customers, as it deems appropriate in its sole discretion.

15. INDEMNIFICATION. Buyer agrees to defend, indemnify, and hold harmless Seller, its affiliates and their respective stockholders, members, managers, directors, officers, employees, representatives, agents, successors and assigns (collectively, the “Indemnitees”) against and shall pay any damage, judgement, settlement, fine, penalty, interest, liability, expense or other loss (collectively, “Damages”) related to or arising out of (i) Buyer’s use of the Products, (ii) Buyer’s breach of these terms and conditions, (iii) any bodily injury or death of any person or damage to any tangible or real property caused by Buyer, (iv) any failure by Buyer to comply with applicable laws, and (v) any negligence or willful misconduct of Buyer.

16. TRADEMARKS, COPYRIGHTS AND PATENTS. When Seller has manufactured any Products in accordance with designs, specifications or drawings furnished by or on behalf of Buyer or when a Product is made to Buyer's design, Buyer at its own expense, will defend any third party claim against any of the Indemnitees for infringement or misappropriation of any intellectual property rights of a third party and will satisfy any Damages arising out of or related to such infringement or misappropriation, provided Seller gives Buyer notice in writing of any such claim, opportunity to conduct the defense thereof at its sole expense with counsel reasonably acceptable to Seller and provides reasonable assistance and cooperation at Buyer’s expense in said defense. The failure or delay of an Indemnitee to provide notice of any claim will not relieve Buyer of its obligations under this Section, except to the extent that the Buyer is materially prejudiced by such failure or delay. When Buyer orders Products for which Buyer is licensee, Buyer authorizes Seller to manufacture said Products under Buyer's license and Buyer will be responsible for any royalties that may be due and for any required notifications and obtaining any required approval from to its licensor.

17. INTELLECTUAL PROPERTY. Seller shall retain sole ownership of all right, title, and interest in and to all its intellectual property, including, without limitation, content and materials on its website, ideas, methods, trademarks, service marks, trade names, symbols, logos, copyrights, patents, trade secrets, product formulations and structures and know-how, collectively referred to herein as “Intellectual Property,” and no transfer or license of any Intellectual Property are effected or created hereunder, except to sell or incorporate Products into finished goods and to sell such finished goods to Buyer’s customer . Notwithstanding anything to the contrary herein, Buyer understands that Seller is in the business of supplying flexible packaging products and Buyer acknowledges and agrees that nothing shall restrict Seller from supplying any products to other customers and prospective customers of Seller including any products which utilize similar or identical structures or technologies used in making the Products that are the subject of these terms and conditions.

18. CONFIDENTIALITY. All Intellectual Property, specifications, drawings, documents, designs, data, information, computer software, technical matter, samples, and/or inventions acquired, made, conceived, or developed by Seller (including, without limitation, if acquired, made, conceived, or developed in cooperation with Buyer), and any other confidential or proprietary information disclosed by or on behalf of Seller, incident to procuring or carrying out the transactions contemplated by these terms and conditions, referred to herein collectively as “Confidential Information,” is and shall be the property of Seller and shall be disclosed to Buyer only to assist Buyer, and such disclosure shall be made only on a confidential basis and in no way shall impair the confidential nature thereof. Without the express prior written consent of Seller, Buyer shall not at any time disclose, or cause or permit any employee, agent or affiliated, controlled, or controlling entity of Buyer to disclose to any person, firm, corporation, or other entity, or use for its own or their benefit, or reproduce, the Confidential Information, or any information concerning the business affairs of Seller. Confidential information shall not include any information which is: (i) otherwise in the public domain or (ii) disclosed without violation of these terms and conditions or any other agreement between Buyer and Seller relating to the transactions contemplated by these terms and conditions. The Confidential Information is provided by Seller with the express understanding that such Confidential Information is, as between Seller and Buyer, owned exclusively by Seller, is being provided without any representation or warranty, and Buyer shall acquire no right, title, or interest in or to the Confidential Information.

19. NON-WAIVER OR DEFAULT. Seller does not waive, any claim or right arising out of Buyer’s breach of these terms and conditions or the transactions contemplated hereunder, unless such waiver is in writing and signed by a duly authorized representative of Seller. The waiver by Seller of a breach of any provision of these terms and conditions or any of the transactions contemplated hereunder shall not constitute a waiver of any other breach, or a subsequent breach of such provision for the same or any other cause. The failure or delay by Seller at any time to exercise any right, power, or privilege hereunder, whether by course of dealing or otherwise, including without limitation, the decision to make or refrain from making any shipments, shall in no way affect the right of Seller to subsequently exercise the same or any other right, power, or privilege hereunder.

20. GOVERNING LAW AND LIMITATIONS. Any and all claims and disputes arising out of or relating to these terms and conditions, or the transactions contemplated by these terms and conditions, shall be governed by the laws of the Commonwealth of Pennsylvania without reference to any conflict of law principles. Each party agrees to submit to the jurisdiction of the Commonwealth of Pennsylvania and agrees that any claim or dispute arising out of or relating to the construction and performance of these terms and conditions, or the transactions contemplated by these terms and conditions, SHALL BE HEARD BY A JUDGE AND NOT A JURY, and agrees that any suit shall be brought exclusively in a state or federal court of competent jurisdiction in York County, Pennsylvania. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE AND AS SET FORTH HEREIN AND WAIVES ANY RIGHT TO A TRIAL BY JURY. Any legal action arising out of or related to these terms and conditions, or the transactions contemplated by these terms and conditions must be commenced within two years after the event or occurrence giving rise to such legal action. All limitations on Seller’s duties, and liabilities (including warranties and damages recoverable) are extended to Seller’s affiliates, suppliers, distributors, and service providers, insofar as they may have any duties to Buyer or any other user of Seller’s products. The United Nations Convention on Contracts for the International Sale of Goods and the conflict rules of international private law shall not apply.

21. EXPORT COMPLIANCE. Buyer shall comply with all applicable export control, import, customs, and economic sanctions laws and regulations, including, without limitation, the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Trade Control Laws”). Buyer shall not export, re-export, or transfer, directly or indirectly, any Products or related technical data in violation of any Trade Control Laws. For Products shipped outside the United States, Buyer shall act as the importer of record and shall be solely responsible for obtaining all required import licenses, permits, and approvals and for paying all duties, tariffs, customs fees, and other charges. Buyer shall provide Seller with all information and documentation reasonably requested by Seller to comply with Trade Control Laws. Seller shall not be obligated to ship any Products if Seller determines in good faith that doing so may violate any Trade Control Laws, and Seller shall have no liability to Buyer for any such failure or delay. Buyer shall indemnify the Indemnitees against all Damages arising out of Buyer’s breach of this Section.

22. GENERAL PROVISIONS. Buyer shall not assign its rights under these terms and conditions or any transactions contemplated thereby these terms without the express prior written consent of Seller. These terms and conditions may be amended or supplemented only by a separate, signed agreement expressly amending or supplementing one or more of these terms and conditions and signed by a duly authorized representative of Seller. In the event any of the terms and conditions contained herein is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other term or condition. The relationship between the parties is solely that of supplier and purchaser and they are independent contracting parties. Nothing in these terms and conditions creates any agency, joint venture, partnership or other form of joint enterprise or fiduciary relationship between the parties. All rights and remedies provided herein 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. These terms and conditions are binding on and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

 

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