Terms and Conditions of Sale
1. DEFINITIONS
1.1 As used in these Terms and Conditions of Sale (“Terms”), the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined
1.2 “ChemQuest” shall mean ChemQuest International, Inc., it’s Affiliate(s), the selling party identified in the document incorporating or referencing these Terms or the legal entity otherwise identified as the party selling Products and/or services to Buyer
1.3 “Affiliate” shall mean any firm, corporation, limited liability company, partnership, limited partnership, joint venture, or association which controls, is controlled by, or is under common control with ChemQuest or Buyer, respectively, and shall specifically include any division, subsidiary, and any company or firm in which Buyer or ChemQuest own an interest.
1.4 “Buyer” shall mean the party identified as the party ordering Products and/or services from ChemQuest and/or, as applicable, its Affiliate(s)
1.5 “Product” shall mean the goods, products, articles, materials and/or equipment sold by ChemQuest to Buyer
1.6 “Services” shall mean the labor, if any, to be provided by ChemQuest with respect to such Product
2. APPLICABILITY
2.1 All orders for Products or Services issued by Buyer or an authorized third party purchasing on behalf of Buyer, whether through a purchase order, order based on a forecast, order under a volume commitment, or by any other means (“Order”), whether in writing or otherwise, shall be exclusively governed by these Terms. CHEMQUEST HEREBY OBJECTS TO ANY ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS THAT MAY BE FOUND IN ANY ORDER DOCUMENT OR SIMILAR FORM ISSUED BY OR ORIGINATED FROM BUYER. CHEMQUEST HEREBY NOTIFIES BUYER THAT SUCH ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS ARE NULL AND VOID. FULFILLMENT OF BUYER’S ORDER DOES NOT CONSTITUTE ACCEPTANCE OF ANY OF BUYER’S TERMS AND CONDITIONS AND DOES NOT SERVE TO MODIFY OR AMEND THESE TERMS. Notwithstanding anything herein to the contrary, if a written contract signed by both Buyer and ChemQuest is in existence covering the sale of the Products or the Services covered, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms. However, such signed contract shall not affect any other or additional provisions contained in these Terms even if such provisions may not appear in such contract.
2.2 These Terms and, as applicable, the underlying or referenced Order document, ChemQuest purchase order acknowledgment or confirmation (“Sales Confirmation”) and ChemQuest invoice, constitute the entire agreement between Buyer and ChemQuest for the purchase of Products and any related Services by Buyer from ChemQuest (collectively, “Agreement”) and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral.
3. DELIVERY AND SHIPPING TERMS.
3.1 All delivery dates are only estimates and time is not of the essence. ChemQuest shall not be liable for any delays, loss or damage in transit including, without limitation, delays due to shortage of Products, supply-chain interruptions or transportation delays.
3.2 ChemQuest shall deliver the Products Ex Works (Incoterms 2020) ChemQuest’s facility or other mutually agreed shipping method and delivery location (the “Delivery Point”) using ChemQuest’s standard methods for packaging and shipping such Products. The Product shall be deemed accepted if not refused or returned by Buyer within five (5) days of Buyer’s receipt.
3.3 ChemQuest may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. Partial shipments of an Order shall be considered separate transactions.
3.4 If for any reason Buyer fails to accept delivery, or if ChemQuest is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations:
3.4.1 risk of loss to the Products shall pass to Buyer;
3.4.2 the Products shall be deemed to have been delivered; and
3.4.3 ChemQuest, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3.5 The quantity of Products as recorded by ChemQuest on dispatch from ChemQuest’s designated shipping facility is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
3.6 If ChemQuest delivers to Buyer a quantity of Products of up to five percent (5%) more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products according to the unit price set forth in the Sales Confirmation.
3.7 Buyer shall provide ChemQuest with detailed shipping instructions prior to shipment. Buyer shall be responsible for any increased costs or delays in delivery resulting from Buyer’s failure to supply such instructions in a timely manner. In the absence of written instructions from Buyer, ChemQuest will use its judgment as to the method of shipment and Buyer agrees to accept such method of shipment and shall pay for the costs of such shipment.
4. ORDER CHANGES AND CANCELLATIONS
4.1 Buyer cannot modify, terminate, cancel, or otherwise alter orders, or defer shipment, after acceptance of the order from ChemQuest without the prior written consent of ChemQuest, which may be denied, withheld, or conditioned in ChemQuest’s sole discretion. Buyer acknowledges that changes and/or cancellations may result in restocking, holding, change, and/or cancellation fees and Buyer agrees to pay any and all such fees.
5. TITLE AND RISK OF LOSS
5.1 Title and risk of loss passes to Buyer upon delivery of the Products at the Delivery Point or as required under agreed upon Incoterms 2020. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to ChemQuest a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Illinois Uniform Commercial Code.
6. AMENDMENT AND MODIFICATION
6.1 These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
7. INSPECTION AND REJECTION OF NONCONFORMING PRODUCTS
7.1 Buyer shall inspect the Products within five (5) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Products unless it notifies ChemQuest in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by ChemQuest. “Nonconforming Products” means only the following:
7.1.1 the Product shipped fails to conform to the mutually agreed Product specifications; or
7.1.2 Product’s label or packaging incorrectly identifies its contents
7.2 If Buyer timely notifies ChemQuest of any Nonconforming Products, ChemQuest shall, in its sole discretion,
7.2.1 replace such Nonconforming Products with conforming Products; or
7.2.2 credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to the location designated by ChemQuest. If ChemQuest exercises its option to replace Nonconforming Products, ChemQuest shall, after receiving Buyer’s shipment of Nonconforming Products, ship to Buyer the replaced Products to the Delivery Point.
7.3 Buyer waives the right to reject if:
7.3.1 Buyer makes any further use of such Products after giving such notice;
7.3.2 the Defect arises because Buyer failed to follow ChemQuest’s or manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or
7.3.3 Buyer alters or repairs such Products without the prior written consent of ChemQuest.
7.4 Buyer acknowledges and agrees that the remedies set forth in Section 7.2 are Buyer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 7.2, all sales of Products to Buyer are final and Buyer has no right to return Products purchased under this Agreement to ChemQuest.
8. PRICE
8.1 All prices are in U.S. Dollars and are firm. ChemQuest reserves the right to make corrections to prices quoted or agreed upon due to incomplete or inaccurate information from Buyer. Clerical errors are subject to correction without liability. Prices quoted on the Sales Confirmation are based on the price at the time of order and are subject to change without notice. Products are to be billed at the price in effect at the time the shipment is made, and Buyer agrees to pay such price.
8.2 Products or Services are subject to possible delays, charges, and surcharges beyond the control of ChemQuest. In ChemQuest’s sole and absolute discretion, these additional charges and surcharges shall be added to the invoice provided to Buyer and Buyer shall agree to pay such charges and surcharges. ChemQuest shall use commercially reasonable efforts to inform Buyer if such charges and/or surcharges will occur to the extent possible. Such change of price shall not permit Buyer to full or partial suspension or termination of the Agreement or any compensation.
9. TAXES
9.1 All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, ChemQuest’s income, revenues, gross receipts, personnel or real or personal property or other assets.
10. PAYMENT TERMS
10.1 Buyer shall pay all invoiced amounts due to ChemQuest within the time frame set forth in ChemQuest’s invoice or, if none, within thirty (30) days from the date of ChemQuest’s invoice. Buyer shall make all payments hereunder via the method(s) and in the currency set forth in the invoice or, if none, wire transfer or check in US dollars.
10.2 Buyer shall pay interest on all late payments at the higher of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse ChemQuest for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which ChemQuest does not waive by the exercise of any rights hereunder), ChemQuest shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amount owed to ChemQuest under this Agreement or any other amount owed to ChemQuest when due.
10.3 Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with ChemQuest, whether relating to ChemQuest’s breach, bankruptcy or otherwise.
10.4 If, at any time, ChemQuest determines in its sole discretion that Buyer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to ChemQuest’s other right under this Agreement, at law or in equity, ChemQuest may without liability or penalty, take one or more of the following actions:
10.4.1 modify the payment terms specified in Section 9.1 for outstanding and future purchases, including requiring Buyer to pay for Products and/or services on a cash in advance or cash on delivery basis;
10.4.2 reject any Order received from Buyer;
10.4.3 cancel any previously confirmed Orders;
10.4.4 delay or withhold any further shipment of Products to Buyer;
10.4.5 stop delivery of any Products in transit and cause such Products in transit to be returned to ChemQuest; or
10.4.6 accelerate the due date of all amounts owing by Buyer to ChemQuest.
11. WARRANTY
11.1 As ChemQuest acts as a distributor, Buyer acknowledges that ChemQuest has no control over the quality of such Products and, accordingly, that ChemQuest makes NO REPRESENTATIONS OR WARRANTIES WHATSOEVER IN RELATION TO SUCH PRODUCTS. The manufacturer’s warranty may apply.
11.2 CHEMQUEST MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE
11.3 ALL RISKS RESULTING FROM THE USE OF PRODUCTS IN BUYER’S MANUFACTURING PROCESSES, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE, ARE TO BE BORNE BY THE BUYER AT ITS SOLE RISK AND EXPENSE.
12. LIMITATION OF LIABILITY
12.1 IN NO EVENT SHALL CHEMQUEST OR ITS AFFILIATES BE LIABLE TO BUYER, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CHEMQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.2 IN NO EVENT SHALL CHEMQUEST’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WARRANTY OR PRODUCT RECALL, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY RECEIVED BY CHEMQUEST FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO ANY SUCH CLAIM.
13. INSURANCE
13.1 Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in commercially reasonable amounts for this Agreement with financially sound and reputable insurers. Upon ChemQuest’s request, Buyer shall provide ChemQuest with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these Terms.
14. COMPLIANCE WITH LAW
14.1 Each party shall comply with all applicable laws, regulations and ordinances. Each party shall further maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer assumes all responsibility for shipments of Products requiring any government import clearance.
14.2 Buyer assumes full responsibility and liability for compliance with Federal, State, Municipal or local Regulations governing the unloading, discharge, storage, handling, and the use of the products supplied by ChemQuest under these Terms.
14.3 BUYER CERTIFIES, REPRESENTS, AND WARRANTS THAT IT IS IN COMPLIANCE AND SHALL TAKE ALL NECESSARY ACTS TO REMAIN IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. BUYER AND ITS AFFILIATES, MEMBERS, INVESTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND THEIR SUCCESSORS IN INTEREST AND ASSIGNS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CHEMQUEST AND ITS AFFILIATES, MEMBERS, INVESTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND THEIR SUCCESSORS IN INTEREST AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, OR EXPENSES OF WHATEVER FORM OR NATURE, INCLUDING REASONABLE ATTORNEY’S FEES AND OTHER COSTS OF LEGAL DEFENSE, WHETHER DIRECT OR INDIRECT, THAT THEY, OR ANY OF THEM, MAY SUSTAIN OR INCUR AS A RESULT OF (I) ANY ACT OR OMISSION OF BUYER; (II) A BREACH BY BUYER OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION WITH ANY INDEMNIFIED PARTY; (III) A VIOLATION BY BUYER OF ANY APPLICABLE LAW, REGULATION, OR ORDER OF THE UNITED STATES, CANADA, MEXICO, OR ANY OTHER APPLICABLE GOVERNMENT OR QUASI-GOVERNMENTAL AUTHORITY; (IV) BUYER’S USE, MISUSE, OR DISPOSAL OF THE PRODUCT; (V) BUYER’S MODIFICATIONS MADE TO ALL OR PART OF THE PRODUCT; OR (VI) BUYER’S BREACH OF THESE TERMS.
15. USE OF PRODUCTS
15.1 Buyer is responsible for ensuring that Products meet its needs, including that Products are approved for use in any intended application, and familiarizing itself with any manufacturer requirements, restrictions, limitations, warnings, disclosures, and instructions. Buyer shall be responsible for familiarizing itself and keeping itself informed as to any hazards to persons or property actually or potentially caused by the Products or their containers, including any hazards caused by their handling or from their chemical composition. Buyer shall be responsible for advising its employees, contractors, customers, and any others who handle the Products regarding the same. BUYER ACKNOWLEDGES THAT PRODUCTS MAY BE HAZARDOUS TO HUMAN HEALTH. BUYER ASSUMES ALL RISK RELATED TO THE USE OR MISUSE OF THE PRODUCTS, INCLUDING THEIR STORAGE, HANDLING, SALE, OR RESALE AND REGARDLESS OF WHETHER THE PRODUCTS ARE USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS. ChemQuest assumes no obligation or liability for any advice or representations made by ChemQuest with respect to products or any representations regarding results. Buyer relies upon such information at its sole risk.
16. TERMINATION
16.1 In addition to any remedies that may be provided under these Terms, ChemQuest may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer:
16.1.1 fails to pay any amount when due under this Agreement;
16.1.2 has not otherwise performed or complied with any of these Terms, in whole or in part;
16.1.3 becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or
16.1.4 in ChemQuest’s reasonable opinion, Buyer’s ability to perform Buyer’s obligations under this Agreement, or Buyer’s creditworthiness, is or is likely to be materially impaired or threatened.
17. WAIVER.
17.1 No waiver by ChemQuest of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ChemQuest. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. CONFIDENTIALITY
18.1 All non-public, confidential or proprietary information of ChemQuest, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, quotes, discounts or rebates, disclosed by ChemQuest to Buyer, 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 this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by ChemQuest in writing. Upon ChemQuest’s request, Buyer shall promptly return all documents and other materials received from ChemQuest. ChemQuest shall be entitled to injunctive relief for any violation of this Section.
18.2 Notwithstanding the above, Confidential Information shall not include information:
18.2.1 which Buyer can demonstrate was in its possession at the time of disclosure and was not acquired by Buyer directly or indirectly from ChemQuest on a confidential basis,
18.2.2 which becomes available to Buyer on a non-confidential basis from a third party
18.2.3 which is approved for release or use without restriction by written authorization of an officer of ChemQuest.
18.3 If Confidential Information is required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree of any court or governmental body or agency having jurisdiction Buyer will give ChemQuest notice, to the extent reasonably practicable, of the proposed disclosure so as to afford ChemQuest an opportunity to seek to prevent its disclosure.
19. NON-INTERFERENCE
19.1 Buyer agrees during the Term of the Agreement and for thirty-six (36) months after the termination of the Agreement for any reason whatsoever, that it shall not, directly and/or indirectly, solicit or induce or attempt to solicit or induce any of the suppliers, customers, and/or employees with which, to the Buyer’s knowledge, ChemQuest has an existing business relationship, to terminate such relationship with ChemQuest, nor shall Buyer interfere with or disrupt (or attempt to interfere with or disrupt) any such relationship.
20. FORCE MAJEURE
20.1 No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; and (k) other similar events beyond the reasonable control of the Impacted Party. The provisions of this paragraph shall in no event excuse the Buyer from making any payment which may be due. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
21. ASSIGNMENT.
21.1 Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ChemQuest. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
22. RELATIONSHIP OF THE PARTIES
22.1 The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoeve
23. THIRD-PARTY BENEFICIARIES
23.1 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
24. GOVERNING LAW
24.1 All matters arising out of or relating to this Agreement is governed by and construed in accordance with the laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Illinois. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
25. JURISDICTION
25.1 Exclusive jurisdiction and venue for any litigation at all related to this Agreement, directly or indirectly, based upon contract, tort, or other theory or law, shall lie in the 18th Judicial Circuit Court, DuPage County, Illinois.
26. NOTICES
26.1 All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the purchase order or, if none, on the Sales Confirmation, or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only upon receipt of the receiving party, and if the party giving the Notice has complied with the requirements of this Section.
27. SEVERABILITY
27.1 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
28. SURVIVAL
28.1 Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
29. HEADINGS
29.1 The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
