Terms and Conditions
for the Sale of Goods and Services

1. Applicability 

1.1. These terms and conditions of sale (these “Terms“) are the only terms that govern the sale of the goods (“Goods“) and services (“Services“) by DEHN, Inc., a Florida corporation, having its prin cipal place of business at 500 S. Main Street, Suite 115, Moores ville, NC 28115 (“Supplier“) to the buyer (“Buyer“). 

1.2. All orders by Buyer of Goods or Services become effective only when and as accepted by Supplier in the accompanying order confirmation (the “Order Confirmation”). 

1.3. The Order Confirmation shall be deemed accepted should Buyer not object in writing within three (3) business days of re ceipt thereof, and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties relating to the design, manufacture, purchase and sale of Goods manu factured and performance of Services regarding such Goods, as performed by Supplier and supersede all prior or contem poraneous understandings, agreements, negotiations, repre sentations and warranties, and communications, both written and oral. This Agreement expressly supersedes any of Buyer’s general terms and conditions of purchase regardless of wheth er or when Buyer has submitted its purchase order or such terms. Supplier rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of any Goods or Ser vices by Buyer shall operate as an acceptance of these Terms which are incorporated into the Order Confirmation. 

1.4. Notwithstanding anything to the contrary contained in this Agreement, Supplier may, from time to time, change the Ser vices without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confir mation. 

2. Cancellation of Order by Buyer

Any order placed with and accepted by Supplier may be can celed by Buyer only with the prior written consent of Supplier and only upon terms that will indemnify Supplier for all losses incurred by Supplier associated with Buyer’s cancellation, in cluding but not limited to, the costs already incurred by Sup plier in performance of its contractual duties, any profits which Supplier would have received had the contract been completed. 

3. Delivery of Goods; Delays in Delivery; Liability for delays 

3.1. All shipment dates specified in the Order Confirmation are es timates only and based upon prompt receipt of all necessary information, as requested by from Buyer. Notwithstanding Sec tion 19, Supplier shall not be liable for any delay in the perfor mance of orders or contracts or in the delivery of shipment of Goods or performance of Services or for any damages suffered by Buyer by reason of such delay (even if caused by Supplier’s or Supplier’s personnel’s negligence). 

3.2. Unless otherwise agreed in writing by the parties, Supplier shall deliver the Goods FCA (Incoterms® 2020) Supplier’s dock, freight collect (the “Delivery Point”) using Supplier’s standard methods for packaging and shipping such Goods. In the event that shipment is deferred at the request of Buyer, Buyer agrees to pay a delayed delivery storage fee at the rate of 0.5% of the net invoice value of the shipment per week beyond the normal shipping date. Buyer shall be responsible for all costs for fur ther shipment and processing of the Goods after the Delivery Point. 

3.3. Supplier may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. 

3.4. If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Supplier’s notice that the Goods have been readied for pickup at the Delivery Point, Buy er shall be liable for all related costs and expenses (including, without limitation, storage, and insurance) and assume all risk of loss of or damages to the Goods.

3.5. If Supplier’s performance of its obligations under this Agree ment is prevented or delayed by any act or omission of Buyer or Buyer’s agents, subcontractors, consultants, or employees, Supplier shall not be deemed in breach of its obligations under this Agreement or liable for any costs, charges or losses sus tained or incurred by Buyer. In this case, Buyer shall be liable to Supplier for any costs, charges, or losses sustained or incurred by Supplier that arise directly or indirectly from such prevention or delay. 

4. Performance of Services. 

4.1. Supplier shall perform the Services as set forth in the Order Confirmation, which may include: (i) lightning risk assessment; (ii) developing concepts for external lightning protection sys tems; (iii) installation and/or supervision of installation of light ning protection systems; (iv) performing lightning current tests on Goods, installations, and systems; and/or (v) training and development in the field of lightning and surge protection, as set forth in the Statement of Work (“SOW”), as attached to the Order Confirmation. 

4.2. With respect to the Services, Supplier shall designate employ ees or contractors that it deems sufficiently qualified, trained and instructed to perform the Services set out in the applica ble Order Confirmation (collectively, the “Supplier Representatives”). 

4.3. Buyer shall (i) cooperate with Supplier in all matters relating to the Services and provide such access to Buyer’s premises, and such office accommodation and other facilities as may be re quested by Supplier, for the purposes of performing the Ser vices; (ii) respond promptly to any Supplier request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Supplier to perform Services in accordance with the requirements of this Agreement; (iii) pro vide such materials or information as Supplier may request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all mate rial respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start. 

5. Non-Delivery of Goods 

5.1. The quantity of any installment of Goods as recorded by Sup plier on dispatch from Supplier’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. 

5.2. Any liability of Supplier for non-delivery of the Goods shall be limited to delivery of the Goods in full within an adjusted time frame as determined by Supplier and communicated to Buyer in writing, or adjusting the invoice respecting such Goods to re flect the actual quantity delivered. 

5.3. Buyer acknowledges and agrees that the remedies set forth in this Section 5 are Buyer’s exclusive remedies for any non-deliv ery of Goods. 

6. Title and Risk of Loss 

Title and risk of loss pass to Buyer upon delivery to the carrier, as determined by Supplier. As collateral security for the pay ment of the purchase price of the Goods, Buyer hereby grants to Supplier a security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, 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 insur ance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security in terest under the North Carolina Uniform Commercial Code. The Buyer agrees to do all acts necessary to perfect and maintain such security interest of Supplier.

7. Inspection and Rejection of Nonconforming Goods

7.1. Buyer shall inspect the Goods within ten (10) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Supplier in writing of any Noncon forming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Supplier. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents. 

7.2. If Buyer timely notifies Supplier of any Nonconforming Goods, Supplier shall, in its sole discretion, (i) repair such Nonconform ing Goods, (ii) replace such Nonconforming Goods with con forming Goods, or (iii) credit or refund the Price for such Non conforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. If Supplier exercises its option to replace Nonconforming Goods, Supplier shall, after receiving Buyer’s shipment of Nonconform ing Goods, ship the replaced Goods to the Delivery Point and notify Buyer of such shipment and provide an estimated arrival date. 

7.3. Buyer acknowledges and agrees that the remedies set forth in Section 7.2. are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7.2., all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agree ment to Supplier. 

8. Price

8.1. Buyer shall purchase the Goods and Services from Supplier at the price(s) (the “Price(s)”) set forth in Supplier’s published price list in force as of the date that Supplier accepts Buyer’s purchase order. 

8.2. Buyer agrees to reimburse Supplier for all reasonable travel and out-of-pocket expenses incurred by Supplier in connection with the performance of the Services. 

8.3. 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 any and all such sales, manufac turer’s taxes and or charges levied or imposed by governmental authority, foreign or domestic, upon any Goods sold or Services performed, which will be added to the Price unless appropriate tax exemption certificate(s) are supplied to Supplier in form sat isfactory to Supplier. 

8.4. Supplier may reasonably adjust its agreed upon Price in case of governmental charges imposed on or in connection with any goods as they are sold or shipped across United States borders, including but not limited to, tariffs, anti-dumping taxes, coun tervailing duties, or other punitive charges or measures, inci dental to the importation of goods into the United States, that were implemented on the day of the date of the Order Confir mation or thereafter, and result in increased costs for Supplier in sourcing the goods, its raw materials, components or spare parts. 

9. Payment Terms

9.1. Buyer shall pay all invoiced amounts due to Supplier within thir ty (30) days from the date of Supplier’s invoice. Buyer shall make all payments hereunder by check, wire transfer or ACH payment and in US dollars. Credit Card payments may be subject to a 3% surcharge and shall be accepted solely upon Supplier’s prior written approval, which may be granted or withheld at its dis cretion following a creditworthiness assessment. 

9.2. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, un til all amounts are paid in full. Buyer shall reimburse Supplier for all costs incurred in collecting any late payments, includ ing, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Supplier does not waive by the exercise of any rights hereunder), Sup plier shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder and may require payment in cash before shipment of Goods. 

9.3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Supplier, whether relating to Supplier’s breach, bankruptcy, or otherwise.

10. Limited Warranty

10.1. Supplier warrants to Buyer that for a period of two (2) years from the date of delivery of the Goods (“Warranty Period”), that such Goods are free from defects in material, workmanship un der normal use and service, incumbrances and in accordance with the specifications in the applicable Order Confirmation (to gether with 10.3., this “Limited Warranty”). The obligation of Supplier under this Limited Warranty is limited, in its exclusive option to repair, replace (F.O.B. Mooresville, North Carolina) or issue credit for parts or materials which prove to be defective. All costs incurred by Buyer, including labor and shipping costs, shall be the sole responsibility of Buyer. All of Supplier’s Goods conform to all international standards as stated in the data and installation sheet(s). Some Goods in this order may not claim UL (United Laboratories) compliance. Supplier’s Goods must be used and installed in the intended use for which they are manufactured and marketed. 

10.2. Supplier shall not be responsible for any damage or lack of per formance resulting from: (a) defects due to accident, negligence, alteration, modifica tion, faulty installation, abuse or misuse by Buyer or Buyer’s agents or employees; (b) attempted or actual dismantling, disassembling, service or repair by any person, firm or corporation not specifically au thorized in writing by Supplier; or (c) defects caused by or due to handling by carrier, or incurred during shipment, transshipment or other moves. Any claim of defect must be reported promptly in writing to Supplier, including by reasonably describing., in writing, the defective or non-conforming nature of the Goods or Services, as the case may be, so to allow Supplier to very Buyer’s claim that the Goods or Services are defective or non-conforming. 

10.3. Supplier warrants to Buyer that it shall perform the Services: (i) In accordance with the specifications set out in the applicable Order Confirmation; (ii) using personnel of required skill, expe rience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services (together with 10.1., this “Limited Warranty”). 

10.4. Supplier shall use reasonable commercial efforts to promptly cure any such breach of this Limited Warranty. 

10.5. EXCEPT AS SET FORTH IN THIS SECTION 10, SUPPLIER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES. WITH RESPECT TO GOODS, THIS INCLUDES BUT IS NOT LIMITED TO ANY 
(A) WARRANTY OF MERCHANTABILITY; 
(B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; 
(C) WARRANTY OF TITLE; OR 
(D) 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. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. 

10.6. THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTH ER WARRANTIES EXPRESSED OR IMPLIED ON THE PART OF SUPPLIER. SUPPLIER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON, FIRM OR CORPORATION TO ASSUME ANY LIABILITY OR OBLIGATION IN CONNECTION WITH SALES ON ITS BEHALF AND BUYER ACKNOWLEDGES THAT NO REPRE SENTATIONS EXCEPT THOSE MADE HEREIN HAVE BEEN MADE TO BUYER. 

11. Limitation of Liability

11.1. IN NO EVENT SHALL SUPPLIER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF OR DAMAGE TO ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF BUYER’S CUS TOMERS, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDEN TAL, 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 SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2. IN NO EVENT SHALL SUPPLIER’S AGGREGATE LIABILITY ARIS ING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TO TAL PRICE FOR THE GOODS SOLD OR SERVICES PERFORMED HEREUNDER. 

11.3. The limitation of liability set forth in this Section 11 shall not ap ply to any liability resulting from Supplier’s gross negligence or willful misconduct. 

12. Indemnification

Subject to the terms and conditions set forth in this Section 12, Buyer (as “Indemnifying Party”) shall indemnify, hold harmless, and defend Supplier and its managers, officers, directors, em ployees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expens es of whatever kind, including professional fees and attorneys’ fees, that are incurred by Indemnified Party (collectively, “Loss es”), arising out of any third-party claim alleging: 
(a) breach or non-fulfillment of any representation, warranty, or covenant under these Terms by Indemnifying Party or Indemnifying Party’s employees, contractors or agents (“In demnifying Party’s Personnel”); 
(b) any negligent or more culpable act or omission of Indemni fying Party or Indemnifying Party’s Personnel (including any reckless or willful misconduct) in connection with the perfor mance of its obligations under these Terms; 
(c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or Indem nifying Party’s Personnel (including any reckless or willful misconduct); or (
d) actual or alleged infringement of any Intellectual Property right or claim of unfair trade or unfair competition arising from or occasioned by the use, possession, sale or delivery of any Good sold by Supplier. Supplier may participate in the defense of any such claim for the further protection of its own interests. 

13. Insurance

During the term of this Agreement, Buyer shall, at its own ex pense, maintain and carry insurance coverage in full force and effect to the extent necessary to protect Supplier and Suppli er Representatives against any bodily injury, death, or damage to real or tangible personal property as a result of or in rela tion to the performance of the Services by Supplier or Supplier Representatives under these Terms in the applicable statutory amount(s), with financially sound and reputable insurers. Upon Supplier’s request, Buyer shall provide Supplier with a certificate of insurance from Buyer’s insurer evidencing the insurance cov erage specified in these Terms. The certificate of insurance shall name Supplier as an additional insured. Buyer shall provide Sup plier with thirty (30) days’ advance written notice in the event of a cancellation or material change in Buyer’s insurance policy. 

14. Compliance with Law

Buyer shall comply with all applicable laws, regulations, and or dinances, including all applicable export and import laws and custom regulations involved in any resale of the Goods or re ceipt of the Services by Buyer, potentially including applicable lo cal building or fire prevention codes, and any guidelines gener ally accepted and or industry standards generally recognized for a safe installation, operation, maintenance (including repairs) or other servicing of the Goods, as the case may be. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. 

15. Cancellation by Supplier

In addition to any remedies that may be provided under these Terms, Supplier may, at its option, cancel a delivery of undeliv ered Goods or performance of not yet performed Services or any confirmed orders for Goods or Services effective immedi ately by giving Buyer written notice of such cancellation, if Buy er: 
(a) fails to pay any amount when due under this Agreement; 
(b) has not otherwise performed or complied with any of these 
(c) becomes insolvent, files a petition for bankruptcy or com mences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. If Buyer should default in the ful fillment of any obligation or condition hereunder, this shall only apply if such default is not cured within thirty (30) days after written notice from Supplier specifying the nature of such default. Such right of termination shall be in addition to, but not in lieu of, any other remedies that may be avail able to Supplier at law or in equity. 

16. Waiver

No waiver by Supplier of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Supplier. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement oper ates or may be construed, as a waiver thereof. No single or par tial 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. 

17. Confidential Information

 All non-public, confidential or proprietary information of Sup plier, including but not limited to, specifications, samples, pat terns, designs, plans, drawings, documents, data, business op erations, customer lists, pricing, discounts, or rebates, disclosed by Supplier to Buyer (“Confidential Information”), whether dis closed 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 autho rized in advance by Supplier in writing. Upon Supplier’s request, Buyer shall promptly return all documents and other materials received from Supplier. Supplier shall be entitled to injunctive relief for any violation of this Section 17. This Section 17 does not apply to information that is: 
(a) in the public domain; 
(b) known to Buyer at the time of disclosure; or 
(c) rightfully obtained by Buyer on a non-confidential basis from a third party. Buyer’s s obligations of confidentiality hereunder with respect to each item of confidential informa tion shall extend for a period of five (5) years from the date of Supplier’s acceptance of Buyer’s order to which the items of confidential information in question pertain; provided, however that Buyer’s obligations of confidentiality hereun der with respect to any such items of information which rise to the level of a trade secret (as defined under applicable law) shall remain in full force and effect for so long as such information remains a trade secret under applicable law. 

18. Intellectual Property

 All rights in all designs, drawings, models, sketches, copyright able works, trademarks, service marks, trade dress, trade se crets, patents, information, inventions, ideas, processes and materials, records, schematics, data, data files, databases and other specifications and documentation and domain names, to gether with all of the goodwill associated therewith, derivative works and all other intellectual property rights, whether regis tered or not (“Intellectual Property”) developed by Supplier or prepared by or on behalf of Supplier in the course of performing the Services shall remain the sole property of Supplier. Nothing contained in these Terms shall be construed to grant any right to Supplier’s Intellectual Property to Buyer. 

19. Force Majeure

No party shall be liable or responsible to the other party, or 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 of Buyer to make payments to Supplier hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the im pacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): 
(a) Acts of God; 
(b) flood, fire, earthquake, epidemics, pandemics, or explosion; 
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; Terms, in whole or in part; or
(d) government order, law, or actions; 
(e) embargoes or blockades in effect on or after the date of this Agreement; 
(f) national or regional emergency; 
(g) strikes, labor stoppages or slowdowns, or other industrial disturbances; 
(h) telecommunication breakdowns, power outages or short ages, lack of warehouse or storage space, inadequate trans portation services, or inability or delay in obtaining supplies of adequate or suitable materials; and 
(i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall promptly give notice to the other party, stating the period of time the oc currence is expected to continue. 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 obliga tions as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 19, either party may thereafter terminate this Agreement upon ten (10) days’ written notice.

20. Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section 20 is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. 

21. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be con strued as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary rela tionship between the parties, and neither party shall have au thority to contract for or bind the other party in any manner whatsoever. 

22. No Third-Party Beneficiaries

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, bene fit, or remedy of any nature whatsoever under or by reason of these Terms. 

23. Governing Law

All matters arising out of or relating to this Agreement are gov erned by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the applica tion of the laws of any jurisdiction other than those of the State of North Carolina.

24. Arbitration; Injunction

24.1. Any controversy or claim arising out of or relating to this Agree ment, or the breach hereof, shall be submitted to and finally resolved by arbitration, to be conducted by the American Arbi tration Association (“AAA”), with such arbitration to be held in Charlotte, North Carolina in accordance with the AAA’s Commer cial Arbitration Rules then in effect. Each party hereby irrevoca bly agrees that service of process, summons, notices as other communications related to the arbitration procedure shall be deemed served and accepted by the other party five (5) work ing days after having been mailed by first class registered mail, return receipt requested, postage prepaid, to the other party or if actually received by the other party. The arbitration shall be conducted by three (3) arbitrators, as selected by the AAA. Any award or decision rendered in such arbitration shall be final and binding on both parties, and judgment may be entered thereon in any court of competent jurisdiction if necessary. Except as may be provided to the contrary herein, each party hereto shall pay and all expenses incurred by such party in connection with such arbitration proceeding, unless otherwise determined by the arbitrator. 

24.2. Notwithstanding Section 24.1. to the contrary, any party may seek injunctive relief against the other party at any court of proper jurisdiction with respect to any and all preliminary in junctive or restraining procedures pertaining to this Agreement or the breach thereof. Any provisions to the contrary herein not withstanding, the law applicable in the jurisdiction of such court shall apply with respect, but limited to, all such preliminary in junctive or restraining procedures. 

25. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing (including email) and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address that may be designated by the receiv ing party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, post age prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the re quirements of this Section 25. 

26. Severability

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. 

27. Survival

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: Limitation of Liability, Indemnification, Insurance, Compliance with Laws, Confidential Information, In tellectual Property, Governing Law, Arbitration and Survival. 

28. Amendment and Modification

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

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