Standard Terms & conditions for purchasing

Standard Terms & Conditions (“Company”)

WHEREAS:

A. Company desires Vendor to provide certain Goods & Services; and

B. Vendor is agreeable to providing the Goods & Services to Company in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Company and Vendor agree as follows:

1. Company and Vendor agree that Vendor shall provide for Company directly or by Vendor’s distributors or agents the items of equipment, machinery, materials, supplies and/or services (hereinafter called “Goods & Services”) set out in Purchase Order.

2. Company and Vendor agree that the work under this Purchase Order will be performed by Vendor as an independent contractor and in a manner that maximizes the safety and health of all personnel at the work site, integrates environmentally sound work practices and promotes continuous improvements in the performance of this Purchase Order.

3. Where applicable, the Goods & Services are subject to inspection by Company before and/or during processing and/or after delivery. In case Company rejects the Goods & Services for non-compliance with the specifications listed or other terms and conditions of this Purchase Order, Company shall notify Vendor in writing of such rejection. In such event Company, may request Vendor to replace or repair or refund the purchase price of the defective Goods & Services.

4. Vendor shall indemnify and hold harmless Company from and against all claims, demands, causes of action, costs, damages and awards, including those related to product liability, arising in connection with this Purchase Order in respect of the direct or indirect infringement of any patent, copyright or trademark or of any application for any patent, any loss or damage to Vendor’s property and death of or injury to, or loss of or damage to the property of, Vendor’s employees, or its agents or to any third party and loss of or damage to the Goods & Services arising from any cause occurring before Company takes delivery of the Goods & Services.

5. By acceptance of this Purchase Order, Vendor represents and warrants that:

(a) the title to the Goods & Services conveyed to Company shall be good and its transfer rightful;

(b) the Goods & Services shall be delivered to the delivery point(s) specified in the Purchase Order;

(c) the Goods & Services shall be delivered free from any security interest or other lien or encumbrance;

(d) the Goods & Services shall be merchantable and, if this Purchase Order states any particular purpose for which the Goods & Services are to be used, they shall be fit for that purpose; and

(e) the Goods & Services shall be genuine, new, of good quality and free from defects in material and workmanship and shall meet the technical specifications set forth in the Purchase Order

6. In the event of any breach by Vendor of any provision of this Purchase Order, or in the event of the assertion by any other party of any claim or lien against Company or its property arising out of Vendor’s performance under this Purchase Order, Company shall have the right to retain from any payment due or to become due to Vendor an amount sufficient to protect Company completely from any and all loss, damage or expense therefore until the situation has been satisfactorily remedied by Vendor.

7. In the event of any default by Vendor including, without limitation, breach of warranty or failure to make delivery or to effect timely completion or in the event it becomes apparent that delivery or completion cannot be accomplished by the date(s) specified in this Purchase Order, then, without prejudice to any other legal remedy that may be available to Company:

(a) Company may revoke the whole or any part of this Purchase Order without penalty or liability;

(b) Company shall have the right, at Vendor’s sole expense, to finish the work connected with the Goods & Services, either by itself or with the assistance of third parties; and

(c) Vendor shall reimburse Company for all costs and damages incurred by Company as result of Vendor’s default or delay.

8. Company shall have 120 days from receipt of the Goods & Services within which to reject and return the Goods & Services, at Vendor’s expense, for inherent defects, breach of warranty or non conformance with the required specification.

9. When signed acceptance of this Purchase Order is not provided by Vendor, shipment of any part of the Goods & Services connected therewith constitutes acceptance by Vendor of all terms and conditions of this Purchase Order without reservation.

10. Insofar as activities directed towards performance of this Purchase Order fall within or are subject to the jurisdiction of Singapore law, Vendor shall comply in all respects with all applicable laws, statutes, decrees, orders, rules or regulations in force in Singapore, and of any political subdivision, agency or representatives of the Singaporean Government or of any duly constituted authority having jurisdiction or authority at any place of performance of this Purchase Order or in connection with any work pursuant to the performance of this Purchase Order.

11. To its knowledge, Vendor warrants that no employee of Company or dependent of such employee has any beneficial interest in Vendor’s business or this Purchase Order.

12. No part of this Purchase Order nor any right to compensation arising therefrom may be assigned or sublet without Company’s prior written consent.

13. Without prejudice to the provisions in the previous clauses, Company reserves the right to cancel this Purchase Order at any time and for any reason but will reimburse Vendor for all substantiated costs, without mark-up, that Vendor may have incurred, up to and including the date of cancellation.

14. Partial deliveries will not be accepted without Company’s prior written approval.

15. DELAY LIQUIDATED DAMAGES

(a) A delay liquidated damages (“Delay LD”) of either 0.1% of the total Purchase Order value shall be imposed on Vendor for each day of delay in delivery of the Goods & Services from the due delivery date whereupon the maximum penalty is 10% of contract value , or on similar terms imposed by the Customer whichever is greater.. In case of delay in delivery of the Goods & Services, Company, at its sole option, shall have the right to cancel this Purchase Order at any time and purchase the Goods & Services from another supplier and if the price of the Goods & Services is higher, the price difference incurred therefrom shall be for Vendor’s account.

(b) The Parties agree that the remedies provided under this Clause 15 are a genuine pre-estimate of likely or possible loss or damages and shall not in any way be construed as a penalty. Nothing stated in this Clause shall be construed as limiting of other rights and remedies to which the Company entiteled under this Purchase Order or by law

16. COMPENSATION, INVOICING AND PAYMENT

(a) Unless otherwise expressly provided to the contrary herein, Vendor shall be compensated at the prices set forth in the Purchase Order . The currency for invoicing and payment shall be as set forth in the Purchase Order

(b) True and correct invoices shall be submitted as one (1) original and two (2) copies, each stating this Purchase Order number and accompanied by copies of the original vouchers or such records, receipts or other documentation as may be requested by Company to support the invoices rendered. Vendor shall send invoices to Company by the tenth (10th) day of the calendar month following the calendar month during which the work was performed. Payment shall be made to Vendor’s bank account; provided, that at all times such payments shall be subject to and in accordance with the exchange control or monetary laws and regulations, if any, of the applicable law of this Purchase Order. Any bank charges that may be incurred in paying Vendor’s invoices will be for Vendor’s account.

(c) The due date for payment of invoices shall be:

(i) for imported materials, 30 days after Company’s receipt of the Goods & Services in good order or 30 days after Company’s receipt of Vendor’s invoice, whichever is later; and

(ii) for local purchases, 45 days after Company’s receipt of the Goods & Services in good order or 45 days after Company’s receipt of Vendor’s invoice, whichever is later.

(d) If Company disputes any items on any invoice, in whole or in part, or if an invoice is prepared or submitted incorrectly in any respect, Company shall notify Vendor of the reasons for dispute or incorrect invoice and request Vendor to issue a credit note (such credit note shall not constitute a waiver by Vendor of the disputed sum) for the unaccepted part or whole of the invoice as applicable. Upon receipt of such credit note Company shall be obliged to pay the undisputed part of a disputed invoice. On the settlement of any dispute, Vendor shall submit invoices for sums due and Company shall make the appropriate payment in accordance with the provisions of this Purchase Order.

(e) If any other dispute connected with this Purchase Order exists between Company and Vendor, Company may withhold from any money which becomes payable under this Purchase Order the amount which is the subject of the dispute.

(f) Payment of any invoice or part thereof shall not prejudice the right of Company to question the charges thereon. The presentation, payment or non-payment of an individual invoice shall not constitute a settlement of a dispute, an accord or satisfaction, a remedy of account stated, or otherwise waive or affect the rights of the parties hereunder. In particular, Company may correct or modify any sum previously paid in any or all of the following circumstances:

(i) any such sum was incorrect;

(ii) any such sum was not properly payable to Vendor;

(iii) the work in respect of which payment has been made does not comply with the terms of this Purchase Order; or

(iv) any warranty, representation or guarantee made by Vendor in this Purchase Order is found to be false or is in any way reasonably disputed by Company.

(g) In accordance with the audit rights of Company under Clause 21, Company shall have the right at any time during the term of this Purchase Order and at any time during a period of four (4) years following the expiration or termination of this Purchase Order, to recover from Vendor all money paid by mistake or otherwise incorrectly paid to Vendor by Company.

17. PERFORMANCE BOND & DOWNPAYMENT BOND (Not Applicable for Purchase Order value less than USD 1,000,000)

(a) Vendor shall, if required by Company, furnish a performance and/or downpayment bond at the time of acceptance of the Purchase Order in the form of a bank letter of guarantee and in an amount equal
i. to ten percent (10%) of the Purchase Order price. The performance and/or downpayment bond shall remain valid until ninety (90) days after completion of the work under this Purchase Order. The performance and/or downpayment bond shall be in the same currency with the Vendor quotation and shall be in a form satisfactory to Company or,
ii. to the amounts stipulated by the Company’s customer if applicable.

(b) Company’s utilization of the performance and/or downpayment bond as a result of Vendor’s default under the terms of this Purchase Order shall not relieve Vendor of its liability to pay the penalty in accordance with the provisions of Clause 15.

18. LIABILITY

(a) Each party shall defend, indemnify, and hold harmless the other party and any of the other party’s subcontractors from any and all Claims by any person for damage to or loss of that party’s property and for or on account of injury to or death of that party’s employees.

(b) Company shall not be liable to Vendor for, and Vendor shall defend, indemnify, and hold harmless Company from, special, indirect, or consequential damages resulting from or arising out of this Purchase Order including without limitation, loss and/or deferral of production, loss of product, or loss of profits or business interruptions, however they may be caused, that are suffered or incurred by Vendor. Likewise, Vendor shall not be liable to Company for, and Company shall defend, indemnify, and hold harmless Vendor from, special, indirect, or consequential damages resulting from or arising out of this Purchase Order including without limitation, loss and/or deferral of production, loss of product, or loss of profits or business interruptions, however they may be caused, that are suffered or incurred by Company.

(c) Except and to the extent expressly otherwise provided in this Clause 18, any indemnity, defense, right to be held harmless, release, exclusion and/or limitation of liability granted to a party in connection with the work shall be liberally construed and shall apply without regard to (i) the cause of or reason for any injury, death, damage, loss or liability covered by any such indemnity, including, without limitation, unseaworthiness, strict liability, breach of warranty (express or implied), imperfection of materials, condition of any premises or transport to or from such premises; (ii) the sole, joint, or concurrent negligence, whether active or passive, of the indemnified party, (iii) basis for any claim, whether in tort, under contract or otherwise at law; and/or (iv) whether the loss or liability results from the actions of Company or Vendor.

(d) Any indemnity, defense, right to be held harmless, release, exclusion, and/or limitation of liability set out in this Clause 18 applies solely and exclusively in relation to any injury, death, damage, loss, or liability which occurs or is caused during the performance of the work (whether directly or indirectly in relation thereto) or which occurs going to or from the work, or which occurs at any other place where personnel or property of either Company or Vendor is located by reason of this Purchase Order.

(e) Except with respect to Clause 18(b), the defense, indemnification, and hold harmless obligations and releases, limitations, or exclusions of liability contained herein shall not apply for the benefit of Vendor in respect of any Claim attributable to the Willful Misconduct of Vendor.

(f) Except with respect to Clause 18(b), the defense, indemnification, and hold harmless obligations and releases, limitations, or exclusions of liability contained herein shall not apply for the benefit of Company in respect of any Claim attributable to the Willful Misconduct of Company.

(g) For the purposes of indemnification provided herein, Company, as the indemnified party, shall be defined to include Company, its co-venturers, and their respective affiliates, together with all of the directors, officers, employees, and agents of the foregoing. For the purposes of indemnification provided herein, Vendor, as the indemnified party, shall be defined to include Vendor and its affiliates, together with all of the directors, officers, employees, and agents of the foregoing.

(h) Notwithstanding anything to the contrary contained in this Purchase Order, Vendor shall not be relieved of any liability whatsoever arising (during or after the performance of the work) directly or indirectly from any failure by Vendor to properly perform its obligations under this Purchase Order, including, without limitation, those obligations relating to the performance, care, and/or quality of the work and shall be in addition to, and not in derogation or substitution of, the releases or indemnification elsewhere in this Purchase Order.

(i) For the purposes herein: (i) “Claim” means any claim, demand, cause of action, judgment, loss, cost, expense, proceeding, penalty and award of damage or liability including, without limitation, reasonable legal costs, expenses and sums paid by way of settlement and compromise; and (ii) “Willful Misconduct” means a deliberate act or omission that deviates from a reasonable course of action or from any provision of this Purchase Order and that is committed with knowledge of or conscious indifference to the harmful, avoidable and reasonably foreseeable consequences.

19. TAXATION

(a) Income, Profits, and Capital Gains Taxes. Vendor shall pay all taxes assessed against Vendor in connection with the work performed by Vendor hereunder. Vendor shall defend, indemnify and hold harmless Company from and against any and all claims for income, excess profits, corporation, and other taxes, and fines, penalties, or interest thereon assessed or levied by any governmental authority against Vendor and its affiliates and subcontractors and their employees, officers, directors and agents or Company, for or on account of any payment made to or earned by Vendor and its affiliates and its subcontractors and their employees, officers, directors and agents in respect of the work.

(b) Personal and Property Taxes. Vendor shall pay and indemnify, defend and hold harmless Company and its affiliates and their employees, officers, directors and agents against all taxes and related fines, penalties, and interest thereon assessed or levied against or on account of wages, salaries or other benefits paid or owed to the personnel of Vendor and its affiliates and its subcontractors and all taxes assessed or levied against or on account of any property or equipment of Vendor and its affiliates and its subcontractors and their employees, officers, directors and agents.

(c) Withholding. Company shall be entitled, without liability to Vendor, to withhold income, excess profits and other taxes from payments by Company to Vendor to the extent that such withholding may be required by any relevant governmental authority. Company will provide Vendor with the receipt issued by the relevant governmental authority evidencing payment on Vendor’s behalf of the withholding amount.

(d) Value Added Tax. Should any amount payable to Vendor pursuant to this Purchase Order be calculated by reference to any expenditure (i.e., value added tax or “VAT”) incurred by Vendor and its affiliates and its subcontractors and their employees, officers, directors and agents, Vendor shall make all efforts necessary to minimize its liability to pay any VAT, or other similar taxes, assessments, levies, imposts, duties and fees, and to recover, or allow Company to recover, any such taxes or other amounts paid. Vendor shall not invoice Company for any VAT which Vendor or its subcontractors incur for which Vendor and its affiliates and its subcontractors and their employees, officers, directors and agents is able to recover. Invoices from Vendor shall separately itemize any such taxes, duties and fees that it seeks to recover from Company. Without limiting the generality of the foregoing, Vendor shall (and shall obtain such agreement from its subcontractors to) have copies of any invoices Vendor obtains from its subcontractors sent to Company if requested by Company. In addition, Company may require Vendor and/or its subcontractors to file any necessary documentation or register with the appropriate tax authorities if needed by Company to obtain a refund or proper credit of such VAT.

(e) Excise, Sales or Use Taxes. All charges under this Purchase Order include any excise, sales or use taxes, or taxes of a similar nature that may be legally imposed on the furnishing of equipment and services, and Vendor shall not add the amount of any such tax for which Vendor is legally liable to any payment required to be made by Company.

20. GOVERNING LAW
The interpretation and performance of this Purchase Order shall be governed by and construed, and the relations between the parties determined, in accordance with the laws of the country in which this Purchase Order was placed.

21. DISPUTE RESOLUTION

(a) Any dispute controversy or claim arising from, out of, or in connection with this Purchase Order shall be settled through friendly consultations between the parties. Such consultations shall begin immediately after one party has delivered notice to the other party requesting such consultation. If within thirty (30) days following the date on which such notice is given (or such longer period as the parties may agree), the dispute cannot be settled through consultations, the dispute shall be submitted to arbitration in Singapore upon the request of either party with notice to the other party. The arbitration shall be conducted in Singapore in accordance with the Rules of the Singapore International Arbitration Centre as in effect on the date of execution of this Purchase Order which Rules are deemed to be incorporated by reference in this Clause 21. The arbitration shall be administered by the Singapore International Arbitration Centre (“SIAC”)

(b) There shall be three (3) arbitrators. Each party shall select one (1) arbitrator within thirty (30) days after giving or receiving the request for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the SIAC shall select the third arbitrator. If a party does not appoint an arbitrator who has consented to participate within thirty (30) days after the selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the SIAC.

(c) The arbitral tribunal shall conduct the proceedings in English.

(d) The arbitral tribunal shall be empowered to order specific performance of any obligation under this Purchase Order and shall have the authority to order any injunctive relief requested by a party and deemed appropriate by the arbitrators.

(e) Each party shall cooperate with the other party in making full disclosure of and providing complete access to all information and documents requested by the other party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(f) The parties waive their rights to claim or recover, and the arbitral tribunal shall not award, any punitive, multiple or other exemplary damages (whether statutory or common law) except to the extent such damages have been awarded to a third party and are subject to allocation between the parties.

(g) The arbitration award shall be in writing and shall be final and binding upon both parties.

(h) The costs of the arbitration shall be as fixed by the arbitral tribunal.

(i) Judgment upon the arbitration award may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement.

(j) During the period when a dispute is being resolved by arbitration, this Purchase Order shall continue to be performed in all respects.

(k) The parties shall treat all matters relating to the arbitration as confidential. The parties understand and agree that this confidentiality obligation extends to information concerning the fact of any request for arbitration, and any ongoing arbitration, as well as all matters discussed, discovered, or divulged, (whether voluntarily or by compulsion) during the course of such arbitration proceeding.

(l) Notwithstanding the foregoing, if Company is made a party to any proceeding involving facts that are the subject of a dispute between Company and Vendor or may become the subject of a dispute between Company and Vendor, Company shall have the right to implead, join, or include Vendor in or to such proceeding, and Vendor hereby waives any defenses thereto, including but not limited to lack of personal or subject matter jurisdiction, forum non conveniens or other equitable remedies or theories. Vendor hereby irrevocably submits to the jurisdiction of such proceeding and such court or tribunal.

21. AUDIT
Vendor shall, and shall ensure that its relevant affliates and subcontractors and the employees, officers, directors and agents of all of them shall:

(a) maintain a true and correct set of records pertaining to all activities relating to its performance of work under this Purchase Order including, without limitation, compliance with Clauses 22 and 23, and all transactions related thereto;

(b) retain all such records for a period of not less than four (4) years after expiration or termination of this Pruchase Order;

(c) permit any representative or representatives authorized by Company to audit any and all such records of Vendor and its subcontractors at any reasonable time or times during the term of this Purchase Order and during the four (4) year period after expiration or termination of this Purchase Order;

(d) afford Company and its representatives access to all records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data pertaining to this Purchase Order, or any other data deemed, in the sole opinion of Company, necessary for the conduct of Company’s business during such audits; and

(e) cooperate fully with Company and its representatives during the audits performed hereunder, including furnishing Company and/or its representatives with copies of all requested documents. Company shall have the right to obtain statements from the personnel of Vendor and its affiliates and subcontractors in the course of such audits.

22. ETHICS AND CONFLICTS OF INTEREST

(a) Conflicts of interest relating to this Purchase Order are strictly prohibited.

(b) Vendor shall not, and shall ensure that its affliates and subcontractors and the employees, officers, directors and agents of all of them shall not, directly or indirectly: (i) pay salaries, commissions or fees to Company or its affliates and their employees, officers, directors and agents or their designees; (ii) make payments or rebates to Company or its affliates and their employees, officers, directors and agents or their designees; (iii) favor Company or its affliates and their employees, officers, directors and agents or their designees with gifts or entertainment of significant cost or value, or with services or goods sold at less than full market value; or (iv) enter into business arrangements with Company or its affliates and their employees, officers, directors and agents or their designees unless such individual is acting in his official capacity as a representative of Company.

(c) Without limiting the generality of Clause 23, Vendor shall not, and shall ensure that its affliates and subcontractors and the employees, officers, directors and agents of all of them shall not, offer, pay, arrange for or allow a third party to pay, or agree to pay or similarly receive or agree to receive any payment, gift or other thing of value of any nature to or from any officials, employees or agents of any government, any department, agency or instrumentality of any government (including without limitation any state-owned enterprise), any political party, or any candidate for political office or other person, including a legislative, administrative or judicial officer (including any person exercising a public function for a public agency, a public enterprise or a public international organization) where such payment, gift or other consideration would violate applicable Singapore law or other anti-corruption legislation applicable to any party

(d) Vendor shall immediately report in writing to Company any known or suspected breach of this Clause 22. Such report shall be sent to the following address:

3D Networks Sdn Bhd
Unit 9-1 Tower A Level 9
Plaza 33 Jalan Kemajuan
46000 Petaling Jaya
Selangor Darul Ehsan
Attn: Legal Counsel

4.1.5 If Contractor fails to observe the requirements of this Section 4.1, Company shall have the right to terminate this Agreement and/or all Work Orders immediately pursuant to Section 4.20.4.

23. COMPLIANCE WITH LAWS
Vendor shall, and shall ensure that its affliates and subcontractors and the employees, officers, directors and agents of all of them shall, comply with all applicable laws. Subject to Section 4.10, Contractor shall indemnify Company Group from and against any Claim arising out of or related in any way to any failure by any member of Contractor Group to comply with all Applicable Law. Vendor warrants that production, sale and delivery of the Goods & Services shall be carried out in strict compliance with all applicable laws, regulations, labor agreements, technical codes, and requirements of any governmental or official body to which the Goods & Services are subject. Vendor shall defend, indemnify and hold harmless Company from and against any liability arising from or related to any failure by Vendor or its affliates and subcontractors and their employees, officers, directors and agents to comply with the foregoing requirements.

24. EXPORT COMPLIANCE

(a) Without prejudice to the generality of Clause 23, Vendor shall, and shall ensure that its affliates and subcontractors and the employees, officers, directors and agents of all of them shall, comply with all applicable laws relating to export and re-export controls including, without limitation, the Export Administration Regulations maintained by the United States Department of Commerce, trade and economic sanctions regulations maintained by the United States Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the United States Department of State.

(b) Vendor shall be responsible for obtaining any authorization or license required under applicable export control regimes, including, without limitation, authorizations or licenses required for the transfer of any regulated technology to nationals of certain countries. Vendor shall identify in writing to Company those items, technology, and software for which an export license or other authorization is required and whether any license or authorization exceptions apply. Vendor shall also provide in writing to Company export control classification and licensing information necessary for export documents (e.g., Export Control Classification Number (ECCN)), copies of licenses and any other information requested by Company to ensure or evidence compliance with applicable export and re-export control laws.

(c) Company agrees that no item, technology, or software received from Vendor is intended to be shipped, either directly or indirectly, to any country, company or person or for any end-use that is prohibited under applicable export control regulations.

(d) Notwithstanding anything to the contrary in this Clause 24, neither party shall be required to meet its obligations under this Purchase Order in a way that violates United States laws or regulations. Vendor must not include any goods or services originating in Burma/Myanmar, Cuba, Iran, North Korea, or Sudan, as well as any other country that hereafter becomes subject to comprehensive import or purchasing restrictions under United States laws or regulations

25.CONFIDENTIALITY, PUBLICITY AND DISCLOSURES REQUIRED BY LAW

(a) During the term of this Purchase Order and for a period of three (3) years after the expiration or termination of this Purchase Order, Vendor shall treat as confidential and shall not, without the Company’s prior written consent, divulge to any third party or, except to the extent necessary for performance hereunder, make any use of (i) any proprietary information, owned or supplied by Company or its representatives which is disclosed or made available to Vendor by or on behalf of Company, (ii) any information developed under this Purchase Order, or (iii) any other information about or shared in conjunction with the performance of this Purchase Order or the operations to which that performance pertains (collectively, “Confidential Information”). Notwithstanding Company’s written consent to Vendor’s disclosure of Confidential Information to a third party, Vendor shall secure the written agreement of such third party to be bound by the provisions of this Clause 25 in the same manner as Vendor is bound hereunder.

(b) Any Confidential Information which was in Vendor’s possession, as evidenced by Vendor’s written records, prior to its disclosure by or on behalf of Company to Vendor, either directly or indirectly, shall not be subject to the provisions of this Clause 25. Confidential Information: (i) which is or shall become part of the public knowledge or literature through no fault of Vendor; (ii) which shall become available to Vendor legitimately from a source other than Company or its representative; or (iii) which is developed by Vendor, as evidenced by documentation, independently of the Confidential Information, shall be released from the provisions of this Clause 25 to the extent necessary to permit such use and disclosures as are authorized by such source.
(c) Vendor shall not release or allow the release of any information to the press, any news disseminating agency or communications media, except as required by law, concerning the details of the Goods & Services or the terms of this Purchase Order, or the name of Company or any Company field or project, without in each instance securing the prior written consent of Company, including Company’s approval of the content of the proposed announcement.

(d) Notwithstanding anything to the contrary in the foregoing provisions of this Clause 25, either party shall be entitled to disclose any or all of the terms and conditions of this Purchase Order to the extent necessary to comply with any law, rule, or regulation of any governmental authority having jurisdiction over a party or of a stock exchange on which the stock of a party or its affiliates are traded or of a securities commission having jurisdiction.

26. MISCELLANEOUS

(a) This Purchase Order reflects the entire agreement between the parties with respect to its subject matter. Except for any secrecy or other nondisclosure agreements between the parties, all other oral or written agreements, contracts, understandings, conditions, or representations with respect to the subject matter of this Purchase Order are superseded by this Purchase Order. General or special conditions in any of Vendor’s price lists, invoices, tickets, receipts or other documents presented to Company relating to the Goods & Services are null and void, regardless of whether signed by an employee of Company.

(b) Any purported amendment of the terms, requirements or obligations of this Purchase Order shall be void and of no force unless it (i) is in writing; (ii) is signed by duly authorized representatives of both parties; (iii) expressly refers to the specific section to be amended; and (iv) expressly indicates agreement of the parties to amend such specific section referred to therein.

(c) The captions and headings used in this Purchase Order are intended for convenience only and shall not be used for purposes of construction or interpretation.

(d) No waiver by either party of any one or more defaults by the other party in the performance of this Purchase Order shall operate or be construed as a waiver of any future default or defaults by the same party, whether of a like or a different character.

(e) If any provision of this Purchase Order is determined to be unenforceable for any reason, such provision shall be deemed modified, rather than voided, to the extent required to make such provision enforceable. In any event, all other provisions of this Purchase Order shall be deemed valid, binding, and still enforceable.

(f) In the event that either party commits any material breach of this Purchase Order including, without limitation, any breach of any indemnity obligation, in addition to any other remedy that the aggrieved party may have at law or in equity, it shall be entitled to recover all reasonable costs, including court costs and attorney’s fees, incurred in any proceeding wherein the aggrieved party seeks redress for such breach.

(g) This Purchase Order shall not be considered an exclusive contract and Company shall have the right to hire others to perform the same or similar work.

(h) All attachments hereto are incorporated and made a part of this Purchase Order for all purposes.

(i) Acceptance of the Goods & Services or termination or expiration of this Purchase Order shall not relieve the parties of any obligations herein that are of a continuing nature including, without limitation, those relating to payment, warranty, insurance, indemnification, governing law, settlement of disputes, taxes and duties, audits, and confidentiality.

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