Terms and Conditions of Sale

The following terms and conditions of sale are effective as of March 29, 2023 and may be updated anytime by posting new terms and conditions of sale. Buyer is responsible for reviewing the applicable terms and conditions of sale at this website location prior to transacting any business with Seller. Please contact us here if you would like information about previous terms and conditions of sale.

1. CERTAIN DEFINITIONS.
   1. “AGREEMENT” – means, collectively, the Sales Confirmation and these Terms.
   2. “BUYER” – means the person who buys or agrees to purchase the Goods from Seller.
   3. “GOODS” – means the articles which Buyer agrees to purchase from Seller, as set forth on the applicable Sales Confirmation.
   4. “SALES CONFIRMATION” – means the sales confirmation sheet, packing list, and/or invoice provided by Seller to Buyer for the purchase of the Goods.
   5. “SELLER” – means Cordex North America, Inc., a Delaware corporation.
   6. “TERMS” – means these Terms and Conditions of Sale as set forth in this document.
2. APPLICABILITY OF TERMS.
   1. The Agreement contains the only terms which govern the sale of Goods by Seller to Buyer. To the extent the Sales Confirmation contains terms and conditions that conflict with these Terms, the terms and conditions of said Sales Confirmation shall prevail but only to the extent they are inconsistent with these Terms, and all other terms and conditions of these Terms shall apply.
   2. The Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
   3. Quotations issued by Seller do not constitute an offer by Seller to supply the Goods referred to therein.
3. PURCHASE PRICE & QUANTITY.
   1. The price payable for the Goods shall be the price quoted by Seller to Buyer and confirmed by Seller’s Sales Confirmation (the “Purchase Price”).
   2. Seller reserves the right to increase the Purchase Price without giving written notification to Buyer as a result of the volatile nature of the raw materials used to manufacture the Goods and specific market conditions affecting Seller’s costs, including but not limited to changes in U.S. duties or tariffs imposed on the Goods subsequent to the Sales Confirmation.
   3. The Purchase Price is 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 all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
4. SHIPPING AND DELIVERY.
   1. Unless otherwise provided by the Sales Confirmation or agreed in writing by the parties, the Goods shall be delivered to Seller’s stocking warehouse nearest to the Buyer (the “Delivery Point”) within a reasonable time after the receipt of Buyer’s purchase order (the “Delivery Date”), subject to availability of finished Goods. Buyer shall take delivery of the Goods within five (5) business days of Seller’s notification that the Goods have been delivered to the Delivery Point. Buyer shall provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
   2. Seller will use commercially reasonable efforts to have the Goods delivered to the Delivery Point by a Delivery Date that is on or before Buyer’s requested date of delivery, if any, but makes no guarantees concerning the Delivery Date. For the avoidance of doubt, all Delivery Dates previously specified by Seller are approximations only, and unless otherwise expressly agreed in writing by Seller, time is not of the essence for delivery.
   3. Seller shall use its standard method for packaging and shipping the Goods. Costs of packaging, freight, and delivery shall be included in the Purchase Price, unless otherwise stated in a Sales Confirmation. Notwithstanding the foregoing, Seller may impose on Buyer any increase in freight charges, utility costs, supplier costs, and/or other surcharges that arise after the date of the Sales Confirmation through the Delivery Date.
   4. Seller 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.
   5. If, for any reason, Buyer fails to accept delivery of any of the Goods as provided in Section 4.1, or if Seller is unable to deliver the Goods to the Delivery Point on time because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and Seller may: (a) store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); (b) ship the Goods to the Buyer at the Buyer’s expense; or (c) cancel the order.
   6. Subject to the other provisions of these Terms, Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by a delay in the delivery of the Goods (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Agreement unless such delay exceeds ninety (90) days from a previously specified Delivery Date.
5. PAYMENT.
   1. Buyer shall pay all invoiced amounts due to Seller by the due date on the face of Seller’s invoice. Buyer shall make all payments hereunder in U.S. dollars by wire transfer or check, as directed by Seller. Notwithstanding the foregoing, if Seller becomes aware of adverse changes to Buyer’s credit worthiness, Seller may adjust such payment terms, including but not limited to requiring payment prior to manufacture or delivery, by submitting written notice to Buyer.
   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. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend or cancel the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for five (5) business days following written notice thereof.
   3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
6. TITLE AND RISK OF LOSS.
   1. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the Purchase Price, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Pennsylvania Uniform Commercial Code.
   2. Seller accepts no responsibility for any loss, damage or shortage which may occur to the Goods in transit after risk has passed to Buyer, and in the event that Buyer has a claim arising in respect of any such loss, damage or shortage, then such claim should be notified to both Seller and the carrier as soon as is reasonably practicable. Buyer undertakes in such circumstances to comply in full with the carrier’s standard conditions for claims for damage, shortage or loss in transit, and agrees to indemnify Seller against any loss resulting from a failure to so comply.
7. INSPECTION AND REJECTION OF NONCONFORMING GOODS.
   1. Buyer shall inspect the Goods within three (3) business days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. The definition of “Nonconforming Goods” is limited to the following: (i) product shipped is different than identified in Buyer’s purchase order; (ii) product’s label or packaging incorrectly identifies its contents; or (iii) the product is damaged.
   2. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Purchase Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods back to Seller’s shipping facility identified in the Sales Confirmation. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
   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 the Agreement to Seller.
8. LIMITED WARRANTY.
   1. Seller warrants to Buyer that for a period of twelve (12) months from the Delivery Date (the “Warranty Period”), that such Goods will materially conform to Seller’s specifications, as may appear on the specific product’s packaging, marketing materials, or other publication made by Seller, and will be free from material defects in both material and workmanship.
   2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8.1, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR (c) WARRANTY AGAINST INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
   3. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 8.1. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING 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.
   4. Seller shall not be liable for a breach of the warranty set forth in Section 8.1 unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within seven (7) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Buyer’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.
   5. Notwithstanding Section 8.4, Seller shall not be liable for a breach of the warranty set forth in Section 8.1 if: (i) Buyer makes any further use of such Goods after giving written notice under Section 8.4; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.
   6. In the event Seller breaches the limited warranty set forth in Section 8.1, subject to Section 8.4 and Section 8.5 above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the Purchase Price at the pro rata rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.
   7. THE REMEDIES SET FORTH IN SECTION 8.6 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 8.1.
   8. BUYER ACCEPTS THE GOODS SUBJECT TO THE LIMITED WARRANTIES SET FORTH HEREIN, AND FURTHER AGREES TO NOT EXPAND SUCH WARRANTIES IF MADE TO ANY SUBSEQUENT PURCHASERS, CUSTOMERS OR USERS OF THE GOODS, AND BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER IN CONNECTION WITH ANY SUCH SALES AS SET FORTH IN SECTION 10 BELOW.
9. LIMITATION OF LIABILITY.
   1. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, 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 SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   2. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE (1) TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
   3. The limitation of liability set forth in Section 9.2 above shall not apply to liability resulting from Seller’s fraud or willful misconduct.
10. INDEMNIFICATION.Except as expressly set forth in the Agreement, Buyer shall be responsible for the Goods upon receipt from Seller and Buyer shall be liable for all claims, losses, costs, expenses, and other damages resulting from or arising out of the sale or use of the Goods. To that end, Buyer agrees to indemnify and hold Seller harmless from any and all losses, costs, liabilities, expenses, and attorneys’ fees arising from the sale or use of the Goods, including such sales and use by subsequent purchasers of the Goods and any other third parties, unless caused by Seller’s gross negligence or intentional misconduct.
11. INSURANCE.During the term of the Agreement and for a period of six (6) months thereafter, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $2,000,000 with financially sound and reputable insurers. Upon Seller’s request, Buyer shall provide Seller with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Seller as an additional insured. Buyer shall provide Seller with thirty (30) days’ advance written notice in the event of a cancellation or material change in Buyer’s insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.
12. COMPLIANCE WITH LAW.Buyer and Seller shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement.
13. INTELLECTUAL PROPERTY RIGHTS.
    1. For the avoidance of doubt, all right, title, and interest in and to any intellectual property of Seller shall remain the property of Seller, Seller’s agents, subcontractors, consultants and employees as appropriate. Buyer shall not acquire any rights or interests in Seller’s intellectual property as a result of the Agreement.
    2. Buyer shall indemnify Seller and hold it harmless against any and all actions, costs (including, without limitation, the costs of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by Seller with Buyer’s specific instructions relating to the use of Buyer’s intellectual property rights in fulfilling Buyer’s order.
14. DATA PROTECTION.Buyer acknowledges and agrees that details of Buyer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on Seller’s behalf in connection with the Goods.
15. CONFIDENTIAL INFORMATION.All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed 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 the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section 15. This Section 15 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
16. ADVICE/TRAINING.Buyer shall at all times adhere and instruct third parties to adhere to all use and storage instructions provided or made available with respect to the Goods. Notwithstanding the foregoing, at Buyer’s request, Seller may furnish such additional, technical training or other advice as it has available with respect to the use of the Goods (“Advice”). Seller assumes no obligation or liability for any Advice it furnishes to Buyer or any third party concerning the Goods or their use by Buyer or any third party. The parties agree (unless otherwise specifically agreed to in writing by Seller) that all such Advice is given without charge or warranty, does not alter the limited warranty and limitation of liability provisions herein.
17. FORCE MAJEURE.No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted 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; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of the Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, labor force disruptions, or slowdowns, logistics disruptions, up-stream supply chain disruptions, energy disruptions, ransomware attacks, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) business days of the Force Majeure Event to the other party, stating the period of time the occurrence 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 obligations 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 180 consecutive days following written notice given by it under this Section 17, either party may thereafter terminate the Agreement upon five (5) business days’ written notice.
18. TERMINATION.In addition to any remedies that may be provided under these Terms, Seller may terminate the Agreement with immediate effect upon written notice to Buyer (a) prior to delivery of the Goods to Buyer, with prompt repayment of any sums paid by Buyer for the Goods, or (b) if Buyer: (i) fails to pay any amount when due under the Agreement and such failure continues for five (5) business days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
19. GENERAL PROVISIONS.
    1. Governing Law. All matters arising out of or relating to the Agreement is governed by and construed in accordance with the internal laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the State of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Pennsylvania.
    2. Dispute Resolution. Other than in connection with third party claims, arbitration shall be the sole remedy for the parties to resolve any dispute, controversy or claim arising out of or relating to the Agreement (each a “Dispute”), as provided herein. Upon the occurrence of a Dispute, the Parties shall first seek to resolve such Dispute amicably by having a meeting (in person or via video conference) between executives of the Parties. Any Dispute that is not thus successfully resolved amicably within thirty (30) days of such meeting shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules and Mediation Procedures (the “Rules”) of the American Arbitration Association (“AAA”). The arbitration shall be conducted by a single, independent arbitrator (the “Arbitrator”) appointed according to the Rules; provided however that if the Dispute involves amounts in excess of $250,000 (“Material Dispute”), there shall be three Arbitrators, one selected by each party and the third selected by the first two Arbitrators. If the parties (or the first two Arbitrators) are unable to agree on the single Arbitrator or the three Arbitrators, as the case may be, within 30 days after the commencement of the arbitration, the Arbitrator(s) shall be selected by the AAA in accordance with its rules. The Arbitrator(s) shall manage any discovery with a view to achieving an efficient and economical resolution of the Dispute, while safeguarding each Party’s opportunity to fairly present its claims and defenses. The Arbitration proceedings shall be confidential. The place of arbitration shall be Philadelphia, Pennsylvania U.S. The language in the arbitration proceedings shall be English. The decision and award of the Arbitrator(s) shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction, and the parties irrevocably and unconditionally waive any and all rights to any form of appeal, review or recourse to any state or other judicial authority, insofar as such waiver may be validly made. All decisions that involve Material Disputes shall be rendered in a reasoned, written opinion. All decisions of the Arbitrator(s) shall be final and binding on all parties and not subject to appeal, and any determination of the Arbitrator(s) may be enforced in any court of competent jurisdiction, but the substance of its determination shall not be subject to review in any such proceeding.
    3. No Waiver. No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial 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.
    4. Right to Subcontract. Seller reserves the right to sub-contract the whole or any part of the Contract.
    5. Severability. If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    6. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the 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 requirements of this Section 19.6.
    7. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section 19.7 is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Agreement.
    8. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    9. No Third-Party Beneficiaries. The 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, benefit or remedy of any nature whatsoever under or by reason of these Terms.
    10. Amendment and Modification. These Terms may only be amended or modified as to a sale if in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
    11. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.