Any Purchase Order shall constitute the entire understanding of the parties and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of the Purchase Order.
Except for Company’s payment obligations, neither Party shall be liable for delays caused by conditions beyond their reasonable control, provided notice thereof is given to the other Party as soon as practicable.
Neither Party shall assign or transfer any Purchase Order without the other Party’s express prior written consent, which shall not be unreasonably withheld.
Failure by either Party to insist upon strict performance of any of the terms and conditions hereof or failure or delay to exercise any rights or remedies provided herein or by law or to properly notify the other in the event of breach shall not be construed as a waiver of any provision of any Purchase Order. No waiver by a Party of a right or default under any Purchase Order shall be effective unless in writing.
The Parties do not intend that any term of a Purchase Order should be enforceable, by virtue of the Contracts (Rights of Third Parties) the Purchase Order.
Nothing in a Purchase Order shall be deemed to constitute a partnership, joint venture, or fiduciary relationship between Company and Seller, nor shall anything in a Purchase Order be deemed to create an agency relationship between Company and Seller. Neither Company nor Seller shall be or become liable or bound by any representation, act or omission whatsoever of the other.
The deliverables provided by Seller under this Agreement contain or may contain components and/or technologies from the United States of America (“US”), the European Union (“EU”) and/or other nations. Buyer acknowledges and agrees that the supply, assignment and/or usage of the products, software, services, information, other deliverables and/or the embedded technologies (hereinafter referred to as “Deliverables”) under this Agreement shall fully comply with related applicable US, EU and other national and international export control laws and/or regulations.
Unless applicable export license/s has been obtained from the relevant authority and the Seller has approved, the Deliverables shall not;
- be exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity) restricted by the applicable export control laws and/or regulations; or
- be used for those purposes and fields restricted by the applicable export control laws and/or regulations.
Buyer also agrees that the Deliverables will not be used either directly or indirectly in any rocket systems or unmanned air vehicles; nor be used in any nuclear weapons delivery systems; and will not be used in any design, development, production or use for any weapons which may include but not limited to chemical, biological or nuclear weapons. If any necessary or advisable licenses, authorisations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise or if any such licenses, authorisations or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit Seller from fulfilling any order, or would in Seller’s judgment otherwise expose Seller to a risk of liability under the applicable export control laws and/or regulations if it fulfilled the order, Seller shall be excused from all obligations under such order and/or this Agreement.