Terms and Conditions

THESE TERMS AND CONDITIONS OF PURCHASE (these “Ts&Cs”) exclusively govern the Order (as defined below) issued by the Detechtion company identified in the Order (“Detechtion”) to the supplier identified in the Order (“Supplier”). 

1. GENERAL

These Ts&Cs, including the Order, constitute the entire and exclusive agreement governing the purchase of the product(s) and/or service(s) (the “Products”) identified on the written purchase order issued by Detechtion to Supplier (the “Order”). These Ts&Cs supersede all prior or contemporaneous agreements or arrangements, whether written or oral, governing the subject matter of these Ts&Cs. Any terms or conditions proposed by Supplier (i) by separate written document, (ii) by quotation, acknowledgment or invoice (including pre-printed or linked terms and conditions), and/or (iii) by any other means (including course of dealing, course of performance or usage of trade) that are in addition to, inconsistent or in conflict with, or different from, these Ts&Cs will not have any force or effect and are hereby rejected, even if submitted at a point in time after these Ts&Cs. Neither Supplier’s commencement of performance, nor Supplier’s delivery of Products, nor Detechtion’s acceptance of Products, nor Detechtion’s failure to object to terms and conditions contained in any communication from Supplier shall constitute an acceptance of any terms and conditions proposed by Supplier that are in addition to, inconsistent or in conflict with, or different from, these Ts&Cs. These Ts&Cs shall apply to the Order for the purchase of the Products issued by Detechtion, even if the Order fails to specifically reference these Ts&Cs. In the event of a conflict between these Ts&Cs and the Order, the order of precedence shall be as follows: these Ts&Cs and then, the Order.

2. ORDERS; DELIVERY

2.1. Forecasts.  Detechtion may provide forecasts of its Products requirements to Supplier from time to time. Any forecasts provided by Detechtion are non-binding, are for planning purposes only and do not constitute an order or other commitment or obligation of Detechtion.

2.2. Order.  Detechtion may issue to Supplier the Order for the Products, which shall include model number(s), quantity(ies), specifications, deliverables and requested delivery date(s), as applicable. Supplier agrees to notify Detechtion in writing of its acceptance, changes necessary for acceptance, or rejection of the Order within three business days of Detechtion’s issuance of the Order, provided that the Order shall be deemed accepted by Supplier three business days after Detechtion’s issuance of the Order if no written notice to the contrary is provided by Supplier to Detechtion. Subject to these Ts&Cs, Supplier shall not provide Detechtion with any Products and Detechtion shall not be obligated to pay for any Products, unless Detechtion has issued the Order for such items.

2.3. Change Orders.  Detechtion may make changes in the Order, but in the event that such change results in an increase in the price of the Products, Detechtion and Supplier shall mutually agree on a modified price that is fair and equitable as between them.

2.4. Packing. The Products shall be packed, marked and prepared for shipment in a manner that: (i) follows good commercial practice, (ii) is acceptable by common carriers for shipment, (iii) is adequate to ensure safe arrival, and (iv) meets any special requirements as requested by Detechtion. Before and at the time the Products are shipped, Supplier will give Detechtion sufficient warning in writing (including appropriate labels on all Products, containers and packing, disposal and recycling instructions, material safety data sheets (necessary to enable Detechtion to comply with applicable laws, rules and regulations) and certificates of analysis) of any hazardous or restricted material that is a component of the Products, together with any special handling instructions that are needed to advise carriers, Detechtion and Detechtion’s customers of the appropriate measures while handling, transporting, using or disposing of the Products, containers and packing.  Supplier will forward the original bill of lading or other shipment receipt for each shipment, and the applicable documents set forth in Sections 2.7 and 4.2 with each shipment. Supplier agrees to comply with all applicable laws, rules and regulations regarding product content and warning labels.

2.5. Delivery; Risk of Loss.  Time is of the essence with respect to performance of the Order. Supplier agrees to deliver the Products to Detechtion on the delivery date(s) specified in the Order. Supplier will ship the Products per the delivery point(s) set forth in the Order (“Delivery Point”), with Supplier paying all duty, transportation, shipping, insurance and other charges incurred to such Delivery Point. Title and risk of loss and damage to the Products shall pass to Detechtion upon delivery to Detechtion.

2.6. Late Delivery.  Supplier shall notify Detechtion in writing within 48 hours of Supplier learning that it cannot meet a scheduled delivery date for the Products and in such written notice, shall state the reason for the delay. Late deliveries of the Products will result, at Detechtion’s option, in a price reduction (or debit to Supplier’s account) on such late Products of 0.5% of the aggregate purchase price for each calendar day late. In addition, Supplier agrees to deliver, at its cost, any late shipment of the Products by expedited freight as instructed by Detechtion. Partial or defective deliveries of the Products are counted as late shipments and will only be considered complete when all Products of the Order have been shipped.

2.7. Statement of Origin.  Export and import authorizations or licenses necessary for the shipment of the Products to the Delivery Point and receipt by Detechtion are Supplier’s responsibility. Supplier will promptly notify Detechtion in writing of any material or components used by Supplier in filling the Order that Supplier purchases in a country other than the country in which the Products are delivered. Supplier will furnish, and if applicable, file with the appropriate governmental agency, any information and documentation necessary to establish the country of origin, comply with the applicable country’s rules of origin requirements, and/or determine the admissibility and the effect of entry of the Products into the country in which the Products are delivered. Supplier shall provide copies of such authorizations, licenses, information and documentation, as applicable, regarding the Products to Detechtion no later than the time the Products are shipped.

2.8. Subcontracts.  Supplier shall not subcontract any part of the Order without Detechtion’s prior written approval. Should Detechtion grant such approval, Supplier shall at all times remain fully responsible for the Order as well as any approved subcontractors. Supplier shall be fully responsible for any and all payments to Supplier’s suppliers and subcontractors.

3. PRICE, INVOICING, PAYMENT AND TAXES

3.1. Price, Invoicing and Payment.  The mutually agreed pricing for the Products will be set forth in the Order. After or contemporaneous with each shipment of Products, Supplier shall send a separate proper invoice, which shall match the Order and shall be dated at or after the date on which Detechtion receives the Products covered by such invoice. Unless otherwise set forth in the Order, Detechtion shall pay undisputed amounts documented by Supplier’s proper invoice Net 45 days from the date of Detechtion’s acceptance of the Products covered by such proper invoice or Detechtion’s receipt of such proper invoice, whichever is later.  

3.2. Taxes.  The pricing specified in the Order will include any taxes, customs, duties, fees or other amounts assessed or imposed by any government authority, which shall be stated separately, that Detechtion is obligated to pay under applicable law, and if not stated, Supplier is responsible for paying such taxes, customs, duties, fees and other amounts without any right of reimbursement from Detechtion. Detechtion has no liability for any taxes based on Supplier’s assets or income or for which Detechtion has an appropriate resale or other exemption. Detechtion has the right to withhold any applicable taxes from any payments due under the Order if required by a government authority.  

3.3. No Acceptance.  Payment of an invoice shall not constitute Detechtion’s acceptance of any Products covered by such invoice, does not limit or impair Detechtion’s rights to assert any of its rights or remedies pursuant to these Ts&Cs, and does not relieve Supplier’s responsibility for defects (latent or otherwise). 

3.4. Set-Off.  Detechtion may set off against or recoup from any payment or other obligation owed to Supplier, in whole or in part, any amounts due to Detechtion from Supplier.

4. Specifications; Acceptance

4.1. Product Specifications and Branding.  The Products shall meet the mutually agreed specifications, including designs, features, accessories, functionality, performance, quality and branding (collectively, the “Specifications”), for such Products, which will be set forth or referenced in the Order. Supplier shall not make any modifications to the Specifications or the Products without Detechtion’s prior written approval.

4.2. Supplier Inspection and Testing.  Supplier shall inspect and test the Products prior to shipment to confirm that 100% of such Products meets the Specifications, the wear and tear requirements for the Products and the other requirements specified in the Order. Detechtion may participate in such inspection and testing at Supplier’s facility or such other mutually agreed facility. Supplier shall provide all inspection and testing records regarding the Products to Detechtion no later than the time the Products are shipped. Supplier and Detechtion agree to utilize appropriate inspection and testing processes and standards for the Products as mutually agreed.

4.3. Detechtion Inspection and Testing; Acceptance.  The Products, once delivered to Detechtion, may be inspected and tested by Detechtion or its designee, at reasonable times and places, to confirm that such Products meet the Specifications, the wear and tear requirements for the Products and the other requirements specified in the Order. Supplier shall provide, without additional charge, all reasonable assistance necessary or advisable for such inspections and tests. An authorized representative of Detechtion will notify Supplier in writing of its acceptance of the Products as soon as practicable following Detechtion’s determination that the Products meet the Specifications and the other requirements specified in the Order. Detechtion’s inspection and testing of the Products shall be the controlling test for determining Detechtion’s acceptance of such Products.

4.4. Non-Conforming Products.  If any Products are not in conformity with the Specifications, not in conformity with the Order or otherwise defective, Detechtion, at its option, may, by written notice to Supplier, (i) reject such defective Products and require the delivery of replacements by the Detechtion-adjusted delivery date(s), (ii) accept such defective Products at an equitable reduction in price as mutually agreed, (iii) terminate the Order as to such defective Products, or (iv) obtain a combination of the foregoing remedies. If Supplier fails to deliver replacements by the specified delivery date(s) as requested by Detechtion, Detechtion may correct or replace such defective Products and charge Supplier the reasonable costs of such correction or replacement. Detechtion is authorized to return the non-conforming Products to Supplier at Supplier’s risk and cost. Title and risk of loss and damage to the non-conforming Products shall immediately pass to Supplier upon Detechtion’s determination that such Products are non-conforming. No approval (including design approval), inspection (including source inspection), test, or acceptance of any Products shall relieve Supplier from responsibility for non-conformity with the Specifications, non-conformity with the Order requirements or defects. Detechtion’s rights in this Section are in addition to its other rights and remedies under these Ts&Cs and applicable law.

5. Cancellation

5.1. Notice.  Detechtion may cancel the Order, in whole or in part, at any time for any reason by giving written notice of cancellation to Supplier. Upon receipt of Detechtion’s notice of cancellation, and unless otherwise directed in writing by Detechtion, Supplier will (i) promptly terminate all work under the Order, and (ii) verify and settle any claims by Supplier’s suppliers and subcontractors for actual costs incurred directly as a result of the cancellation and ensure the recovery of Detechtion Confidential Information (as defined below) in Supplier’s suppliers’ and/or subcontractors’ possession. 

5.2. Cancellation Charges.  Cancellation charges for the Order of any Products shall be set forth in the Order. In the event of a cancellation, Supplier shall not provide to a third party any cancelled or work in process Products or components that contain in any respect (i) any Detechtion Confidential Information, (ii) any products that are designed or produced using or relying on any Detechtion Confidential Information, or (iii) any grant or license of any right, title or interest under any Detechtion Confidential Information, whether expressly, by implication or otherwise. 

5.3. Cancellation Claims.  In no event shall Supplier’s cancellation claim exceed the cancellation charges expressly set forth in the Order. If no cancellation charges are specified in the Order, then no cancellation charges shall be payable by Detechtion. Upon payment of the cancellation charges expressly set forth in the Order, Detechtion shall be entitled to all work and materials covered by such charges.

5.4. Non-Recoverable Charges.  In no event shall Supplier be compensated in any way for any work done after receipt of Detechtion’s cancellation notice, nor for any costs incurred by Supplier’s suppliers or subcontractors after Supplier receives Detechtion’s cancellation notice, nor for any costs Supplier could reasonably have avoided, nor for any loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, tooling, facilities and equipment rearrangement costs or rental, unamortized capital or depreciation costs, finished goods, work in process or raw materials that Supplier fabricates or procures, or general administrative burden charges of Supplier, or Supplier’s suppliers or subcontractors.

5.5. Failure to Deliver.  If (i) Supplier fails to make any delivery in accordance with the specified delivery date(s) in the Order or otherwise fails to comply with the Order and does not remedy such failure within three days after receipt of written notice thereof from Detechtion, or (ii) Supplier is in any other way in breach of the Order, then Detechtion, at its option, may cancel the Order, in whole or in part, by written notice to Supplier without any liability to Supplier. Detechtion’s rights in this Section are in addition to its other rights and remedies under these Ts&Cs and applicable law. 

6. WARRANTIES

6.1. Warranties. 

(i) Supplier warrants to Detechtion that each Product shall perform without defect or degradation in fit, functionality and performance for 36 months from the date of such Product’s first use.

(ii) Supplier warrants to Detechtion that the Products and their use thereof shall (a) conform to, and be capable of performing as described in, the Specifications, (b) be free from defects in design except to the extent such design was specifically created by Detechtion and provided in writing to Supplier, (c) be free of defects in materials and workmanship (latent or otherwise), and be new and not of used, reconditioned or refurbished quality (except as expressly agreed in writing with Detechtion), or contain any used, reconditioned or refurbished components (except as expressly agreed in writing with Detechtion), (d) be free and clear of all claims, encumbrances, liens and restrictions of any kind, and (e) not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of others. 

(iii) Supplier warrants that to the extent that any Product contains any firmware or software, such firmware and software shall (a) conform to, and be capable of performing as described in, the Product specifications for such firmware or software, (b) be virus-free and without any time-sensitive code or other disabling devices or code that has the potential or capability of causing any unplanned interruption of the Products, (c) not include any open source or other third party code that subjects Detechtion to a third party license agreement unless such third party code and the applicable license are expressly agreed by Detechtion, (d) be free and clear of all claims, encumbrances, liens and restrictions of any kind, and (e) not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of others. In addition, Supplier warrants that all materials used by Supplier in the Products or in their production will satisfy current governmental and safety constraints on restricted and hazardous materials as well as environmental, electrical and electromagnetic considerations that apply to the country of manufacture, sale or destination. Detechtion’s approval of any design, material, process, specification or Product will not relieve Supplier of these warranties. The foregoing warranties shall survive delivery, inspection, testing and payment and run in favor of Detechtion.

(iv) Supplier agrees that Detechtion may transfer the warranties set forth in this Section 6.1 to its customers, and that such customers may enforce the warranties set forth in this Section 6.1 against Supplier.

6.2. Warranty Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THESE Ts&Cs, SUPPLIER SPECIFICALLY DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

6.3. Warranty Claims.  In the event of a warranty claim, Detechtion, at its option, may (i) require Supplier, at its cost, to promptly repair or replace the Products within 10 days of Detechtion’s written notice of such claim, (ii) hold the Products at Supplier’s risk and cost pending Supplier’s specific instructions or (iii) return the Products to Supplier at Supplier’s risk and cost for credit or full or partial refund, as Detechtion shall direct. Detechtion, at its option, may also refuse to accept further delivery of Products, in whole or in part, under the Order. Supplier shall reimburse Detechtion for all of its costs relating to the installation, removal, storage, handling, packing and/or shipping of any such defective Products, and Supplier shall assume all risk of loss or damage in transit to the Products returned by Detechtion. Notwithstanding the foregoing, Detechtion reserves the right to repair the Products without voiding any of Supplier’s warranties or other obligations under these Ts&Cs. Supplier shall reimburse Detechtion for all of its costs relating to any such repair. Detechtion’s rights in this Section are in addition to its other rights and remedies under these Ts&Cs and applicable law. 

7. INTELLECTUAL PROPERTY

7.1. Confidentiality.  The disclosure and use of confidential information of the parties and any other rights and obligations vis-á-vis such confidential information shall be governed by the written confidentiality agreement entered into by and between the parties (the “NDA”). Detechtion’s confidential information is referred to as the “Detechtion Confidential Information” in these Ts&Cs. These Ts&Cs, the Order and the Specifications are deemed Detechtion Confidential Information. Supplier agrees to keep all Detechtion Confidential Information, including the existence of the discussions and transactions between Detechtion and Supplier, in the strictest confidence in accordance with the NDA. Supplier will return to Detechtion all Detechtion Confidential Information, including all copies thereof and in whatever form, that contains or relates to Detechtion Confidential Information, and permanently erase all electronic copies of Detechtion Confidential Information promptly upon Detechtion’s written request. At Detechtion’s request, Supplier will certify in writing signed by an officer of Supplier that it has fully complied with its obligations under this Section. Notwithstanding anything in the NDA to the contrary, Supplier’s confidentiality obligations under the NDA, including this Section, shall continue for the Term of these Ts&Cs or for the confidentiality period set forth in the NDA, whichever is longer. Supplier shall not acquire any right to disclose or use any Detechtion Confidential Information solely by reason of the termination of Supplier’s confidentiality obligations with respect to such Detechtion Confidential Information.

7.2. Supplier License.  To the extent that any Product contains software or firmware (collectively and including any bug fixes, patches, maintenance releases, modifications, updates or upgrades, the “Supplier Software”), Supplier hereby grants to Detechtion a non-exclusive, royalty-free, fully paid up, transferable (including sublicensable and through multiple tiers of distribution), worldwide, irrevocable, perpetual license to use the Supplier Software in connection with the Products, and to reproduce, translate, publish and use, and to authorize others to do so, any copyrighted or copyrightable materials (including operating and maintenance manuals for the Products) delivered to Detechtion by Supplier in connection with the performance of the Order. All rights in the Supplier Software not expressly granted to Detechtion in these Ts&Cs are retained by Supplier and its licensors.

8. SUPPLIER RESPONSIBILITY

8.1. Infringement Notice.  Supplier shall promptly notify Detechtion in writing in the event that Supplier receives notice or otherwise learns that any Product or component thereof, or their respective manufacture, use or sale, infringes or misappropriates, or allegedly infringes or misappropriates, any intellectual property right of a third party.

8.2. Indemnification.  Supplier shall indemnify, defend and hold harmless Detechtion and its customers from and against all claims, damages, liabilities, losses, penalties and expenses (including litigation, arbitration and dispute resolution costs, attorneys’ and other professional fees, settlements and judgments) arising out of or resulting from (i) defective Products, (ii) any actual or alleged injury to or death of any person, or any actual or alleged damage to or loss of any property caused by Supplier and/or a Product, or (iii) any actual or alleged infringement or misappropriation by any Product or component thereof, or their respective manufacture, use or sale, of a patent, copyright, trade secret or other intellectual property right of a third party.

If the manufacture, use or sale of any Product or component thereof is likely to be enjoined, or if any Product or component thereof is held to infringe or misappropriate an intellectual property right of a third party and manufacture, use or sale of such Product or component thereof is thereby enjoined, Supplier may, at its cost, either procure for Detechtion and its customers the perpetual right to continue using such Product or component thereof, without restriction, or replace or modify such Product or component thereof, so that it becomes non-infringing and non-misappropriating, provided that such replaced or modified item continues to have the same specifications and functionality as the infringing or misappropriating item. Supplier’s obligations under this paragraph shall be in addition to, and shall not limit, restrict or otherwise affect in any way, the other obligations of Supplier under these Ts&Cs, the Order, applicable law or otherwise.

Supplier will not settle any indemnifiable matter if such settlement requires an admission of wrongdoing from, obligation of, or payment of money by, Detechtion or any Detechtion customer without Detechtion’s prior written approval.

8.3. Insurance.  Supplier agrees to maintain at its cost workers’ compensation insurance (or its equivalent) as required by applicable law, and such other insurance from financially sound insurance companies having coverages and limits of liability that are commercially reasonable to cover Supplier’s obligations set forth in these Ts&Cs and the Order. Such insurance shall be primary to any insurance carried by Detechtion, and upon request, Supplier will provide Detechtion with proof of such insurance.

9. LIMITATION OF LIABILITY

EXCEPT FOR SUPPLIER’S BREACH OF CONFIDENTIALITY, INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE Ts&Cs, THE ORDER, THE PRODUCTS OR DETECHTION’S INCORPORATION OF THE PRODUCTS INTO DETECHTION PRODUCTS AND SERVICES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Detechtion’s liability to Supplier exceed THE LESSER OF THE ORDER UNDER WHICH THE CLAIM FOR DAMAGES IS MADE AND US$10,000. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT DETECHTION’S PAYMENT OBLIGATIONS FOR UNDISPUTED INVOICES OF PRODUCTS. The limitations of liability and exclusions of damages in this Section form an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these Ts&Cs is found to have failed its essential purpose.

10. TERMINATION

10.1. Term.  These Ts&Cs shall have a term beginning from the acceptance of the Order and ending on the full performance of the Order, unless earlier terminated pursuant to these Ts&Cs (the “Term”).

10.2. Termination.  A party may terminate these Ts&Cs and the Order upon written notice to the other party (i) if the other party breaches a material term of these Ts&Cs or the Order that is uncured within 30 days after delivery of written notice of such breach, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors not dismissed within 30 days.  In addition, Detechtion may terminate these Ts&Cs for such party’s convenience upon 30 days advance written notice to Supplier.   

10.3. Effect. Upon termination of these Ts&Cs and the Order, (i) Supplier will immediately cease all use of Detechtion’s Confidential Information, and return to Detechtion all of Detechtion’s Confidential Information, and (ii) Detechtion shall pay Supplier all undisputed amounts due and payable under the Order for Products accepted by Detechtion pursuant to these Ts&Cs, and any other amounts agreed in writing by Detechtion to be paid. Notwithstanding the expiration or termination of these Ts&Cs, these Ts&Cs will survive and continue to apply to the Order then in effect until the Order are fulfilled, cancelled or terminated pursuant to these Ts&Cs.

10.4. Survival. Sections 1, 2.6, 3.2, 3.4, 5 through 9, 10.3, 10.4 and 11 of these Ts&Cs will survive any fulfillment, cancellation or termination of the Order, or the expiration or termination of these Ts&Cs.

11. MISCELLANEOUS

11.1. Marketing.  Neither party may disclose the terms of these Ts&Cs or the Order, or issue a public statement or press release regarding these Ts&Cs or the Order without the other party’s prior written consent. Supplier shall not identify Detechtion as a customer or display or use Detechtion’s name, mark or logo in any marketing or other materials, including Supplier’s website, and/or to express or imply any endorsement of the Products.

11.2. Non-Exclusive; Independent Contractors.  The parties’ transactions pursuant to these Ts&Cs are non-exclusive. Detechtion and Supplier are independent contractors with respect to these Ts&Cs. Nothing in these Ts&Cs is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship between the parties. Each party does not have, and will not represent that such party has, any authority, power or right to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf or in the name of the other party.

11.3. Export Controls.  Each party agrees to comply with, and be responsible for assuring compliance with, all export and import laws applicable to such party in connection with these Ts&Cs, and agrees to cooperate with the other party as reasonably requested by such other party for such other party to comply with this Section. Each party will not use or transfer any technology or data in violation of such laws. Each party represents that it is not, and is not acting on behalf of, (i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions, or (ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List.

11.4. Amendment; Waiver.  These Ts&Cs may not be modified and no provision hereof may be waived other than by a written instrument signed by duly authorized officers of the parties.

11.5. Severability.  If any provision of these Ts&Cs is declared or found to be illegal, invalid or unenforceable, then such provision will be modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties’ original intent to the maximum extent possible. The remaining provisions of these Ts&Cs will remain in full force and effect.

11.6. Assignment.  Detechtion may assign or transfer these Ts&Cs, in whole or in part, to any affiliate or in connection with any acquisition, consolidation, merger, reorganization, transfer of all or substantially all of its assets or other business combination, or by operation of law without Supplier’s consent and without providing notice. Supplier may not assign or transfer these Ts&Cs by business combination, operation of law or otherwise without Detechtion’s prior written approval. Subject to the foregoing, these Ts&Cs will bind and benefit the parties and their respective successors and permitted assigns.

11.7. Third Party Beneficiaries.  Except as set forth in these Ts&Cs, nothing in these Ts&Cs, express or implied, is intended to confer upon any party other than the parties hereto and their respective successors and permitted assigns any rights or obligations, to enforce these Ts&Cs.

11.8. Governing Law.  These Ts&Cs are to be construed in accordance with and governed by the internal laws of the State of Texas, United States without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas, United States. These Ts&Cs shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.   

11.9. Dispute Resolution; Injunctive Relief; Attorneys’ Fees.  In the event of a dispute (a “Dispute”), a party may provide the other party with written notice of the Dispute, and the parties agree to exercise commercially reasonable efforts to resolve the Dispute in good faith by promptly engaging in discussions through a designated officer of each party, which officers shall participate in at least one in person meeting. A Dispute that cannot be resolved within 30 days following the discussions contemplated by the preceding sentence will, upon written demand of either party, be resolved exclusively by final and binding arbitration. Arbitration will be conducted exclusively in Houston, Texas by the Judicial Arbitration and Mediation Service (“JAMS”) pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq, and the Comprehensive Arbitration Rules and Procedures of JAMS then in effect before a single neutral arbitrator. Each party shall bear its own expenses, and the two parties will share equally the fees of the arbitrator. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. Notwithstanding anything in these Ts&Cs to the contrary, each party shall have the right, at its election, to seek injunctive or other equitable relief in U.S. District Court for the Southern District of Texas or a state court with competent jurisdiction in Harris County, Texas, as applicable, to enforce or obtain compliance with any provision of these Ts&Cs without first submitting such matter to arbitration. If any action is pursued to enforce or obtain compliance with these Ts&Cs, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which such party may be entitled. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.

11.10. Force Majeure.  A party shall be excused from performance under these Ts&Cs for any period to the extent that such party is prevented from performing any obligation, in whole or in part, as a result of a cause beyond its reasonable control and without its negligence or misconduct, including without limitation, acts of God, natural disasters, war or other hostilities, labor disputes, civil disturbances, or governmental acts, orders or regulations; provided, however, that (i) when an actual or threatened cause delays or is anticipated to delay the timely performance of any obligations under the Order, the affected party shall immediately notify the non-affected party in writing of all relevant information and the anticipated date performance will be completed without limiting any rights or remedies of the non-affected party; and (ii) the non-affected party shall have the right to cancel the Order, in whole or in part, by written notice to Supplier without any liability to Supplier if the delay is more than 30 days.

11.11. Notices.  Any notice under these Ts&Cs shall be given in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) when sent, if sent by facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (ii) 10 days after having been sent by registered or certified mail, return receipt requested, postage prepaid, from one country to another country, or three days after having been sent by registered or certified mail, return receipt requested, postage prepaid, within the same country, or (iii) five business days after deposit with an internationally recognized express courier, freight prepaid, with written verification of receipt, from one country to another country, or one business day after deposit with an internationally recognized express courier, freight prepaid, with written verification of receipt, within the same country. Unless otherwise agreed in writing by Detechtion and Supplier, all notices regarding these Ts&Cs shall be sent to (a) the attention of purchasing@detechtion.com, and (b) the attention of Supplier’s account manager (or other individual) identified on Supplier’s quotation at the address on such quotation. All notices shall be in the English language.