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<br />13. AUTHORIZED RETURNS. All sales of
<br />Products to Buyer are made on a one- way basis and no
<br />Products may be returned without prior written approval
<br />from Seller. Generally, in addition to the requirement for
<br />prior written approval, Bray will accept returns from a
<br />Buyer only if the return request is timely made following
<br />shipment of the applicable Product(s) to Buyer and the
<br />Product(s) are in good, reusable condition and remain
<br />standard Bray products (i.e., not custom-made, obsolete or
<br />buyout products). In regard to any returns, Seller generally
<br />issues credit (from which Seller may deduct shipping,
<br />restocking and reconditioning expenses).
<br />14. INTELLECTUAL PROPERTY RIGHTS. All
<br />copyrights, patents, trademarks, trade secrets, know-how
<br />and other intellectual property or proprietary rights pursuant
<br />to the laws of any jurisdiction worldwide (“IP Rights”)
<br />associated with or relating to the Products shall belong
<br />solely and exclusively to Seller. Seller will retain all IP
<br />Rights used to create, embodied in, used in and otherwise
<br />relating to the Products and any of their component parts,
<br />and Buyer shall not acquire any ownership interest in any
<br />of Seller’s IP Rights. Buyer shall use Seller’s IP Rights
<br />only in accordance with these Terms and any instructions
<br />of Seller. No license, either express or implied, is granted
<br />in any IP Rights of Seller. If Buyer acquires any IP Rights
<br />in or relating to any Product by operation of law or
<br />otherwise, such rights are deemed and are hereby
<br />irrevocably assigned to Seller without further action.
<br />Buyer shall, at Seller’s expense, execute such documents
<br />and do such things as are necessary to enable Seller to
<br />protect its IP Rights.
<br />15. DESIGN CHANGES. Seller reserves the right to
<br />change, discontinue or alter the design and construction of
<br />Products without prior notice and without further obligation.
<br />16. COMPLIANCE WITH LAW. Buyer shall
<br />comply with all applicable laws, regulations and
<br />ordinances, and shall maintain in effect all the licenses,
<br />permissions, authorizations, consents and permits that it
<br />needs to carry out its obligations under the Agreement.
<br />Upon Seller request, Buyer agrees to provide Seller with
<br />information about the end use (including location of) of any
<br />products purchased. In furtherance of the foregoing (and
<br />without limitation thereto), please note the following in
<br />regards to compliance:
<br />A. Trade Compliance. Buyer must comply with all
<br />laws governing export/import control and regulation,
<br />including, without limitation, laws governing re exporting.
<br />If Buyer is obtaining Product(s) for resale, such
<br />compliance requires that Buyer know of the end- use, end-
<br />user, ultimate destination or other facts relating to such sale
<br />of Product(s), and be alerted to “red flags” in the
<br />circumstances related to such sale. Buyer is obligated to
<br />comply with Bray’s trade compliance program in regards
<br />to any sale and purchase of Product(s). Buyer should
<br />contact Bray to confirm compliance with the requirements
<br />of this program.
<br />B. Anti-Corruption Laws. Buyer must comply with all
<br />anti-corruption and bribery laws and regulations,
<br />including, without limitation the United Kingdom’s
<br />Bribery Act of 2010 and the United States’ Foreign
<br />Corrupt Practices Act. Buyer must not pay, offer or
<br />promise to pay, directly or indirectly, anything of value for
<br />purposes of influencing an official decision or seeking
<br />influence in regards to any such decision from a person
<br />or organization affiliated with any government body,
<br />organization or business entity owned in part or in whole
<br />by a government body. Buyer must contact Bray in
<br />regards to any transaction in respect of Product(s)
<br />provided under this Agreement that could implicate such
<br />laws. Bray may immediately terminate, without any
<br />liability, any sale, agreement or association with any
<br />person violating such laws.
<br />17. TERMINATION. In addition to any remedies
<br />that may be provided under the Agreement, Seller may
<br />terminate the Agreement with immediate effect upon
<br />written notice to Buyer, if Buyer: (i) fails to pay any
<br />amount when due; (ii) has not otherwise performed or
<br />complied with any of the terms of the Agreement, in
<br />whole or in part; or (iii) becomes insolvent, files a
<br />petition for bankruptcy or commences or has commenced
<br />against it proceedings relating to bankruptcy, receivership,
<br />reorganization or assignment for the benefit of creditors.
<br />18. WAIVER. No waiver by Seller of any of the
<br />provisions of these Terms or the Agreement is effective
<br />unless explicitly set forth in writing and signed by
<br />Seller. No failure to exercise, or delay in exercising, any
<br />rights, remedy, power or privilege arising from the
<br />Agreement operates or may be construed as a waiver
<br />thereof. No single or partial exercise of any right, remedy,
<br />power or privilege hereunder precludes any other or
<br />further exercise thereof or the exercise of any other right,
<br />remedy, power or privilege.
<br />19. CONFIDENTIAL INFORMATION. All
<br />Confidential Information (as defined below) of Seller
<br />disclosed by Seller to Buyer, whether disclosed orally or
<br />disclosed or accessed in written, electronic or other form
<br />or media, and whether or not marked, designated or
<br />otherwise identified as “confidential,” in connection
<br />with these Terms or the Agreement is confidential,
<br />solely for the use of performing this Agreement and
<br />may not be disclosed or copied unless authorized in
<br />advance by Seller in writing. Upon Seller’s request, Buyer
<br />shall promptly return all Confidential Information
<br />received from Seller. Seller shall be entitled to injunctive
<br />relief for any violation of this Section. For purposes of
<br />this Agreement, “Confidential Information” means all
<br />non-public, confidential or proprietary information of
<br />Seller including, but not limited to, business affairs,
<br />business plans, trade secrets, intellectual property,
<br />specifications, samples, patterns, designs, client
<br />information, customer information, supplier information,
<br />technical data, developments, properties, systems,
<br />procedures, services, processes, methods, drawings,
<br />know- how, equipment, development plans, documents,
<br />manuals, strategies, training materials, costs, pricing,
<br />discounts or rebates, inventions, discoveries or any other
<br />confidential matters acquired in respect of the Seller or
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