Terms of service
These General Terms and Conditions (“Terms”) govern the sale of Products and the license of Software by Sequins Standards Inc. and its Affiliates (as defined below), collectively referred to as “Sequins”. Unless otherwise expressly agreed in writing, your purchase of products is subject to the following terms and conditions:
1. Definitions
1.1. “Affiliates” means an entity controlled by, or under control of a common parent company with, Sequins Standards Inc, including Sequins Australia Pty Ltd a company incorporated in New South Wales, Australia.
1.2. “Background Intellectual Property” has the meaning set forth in Section 8.1.
1.3. “Buyer” means a party seeking a quote from or making an order with Sequins.
1.4. “Buyer Materials” means information provided by Buyer to Sequins for the purpose of obtaining a Quote for Sequins designing and manufacturing Product(s) to Customer’s Specifications.
1.5. “Confidential Information” means, without limitation, all technological, scientific, and other information, whether tangible or intangible (including all originals, copies, digests, summaries, or derivative works in any form) disclosed by or on behalf of one Party (“Discloser”) to another Party (“Recipient”), in connection with Product(s) or Buyer Materials, whether orally or in writing, electronically or by way of any other media. For the avoidance of doubt, trade secrets or Know-how (including nucleic acid sequence information for Product(s)) shall be considered Confidential Information.
1.6. “Custom Panel” means a Panel comprising at least one Custom Product and one or more other Products.
1.7. “Custom Product” means Product(s), which (i) are designed and manufactured by Sequins based upon Buyer Materials, and (ii) which did not exist in Sequins’ Molecular Library prior to provision of the Buyer Materials to Sequins.
1.8. “Effective Date” has the meaning set forth in Section 2.4.
1.9. “Intellectual Property” means discoveries, Know-how, inventions, improvements, and prototypes, whether patentable or not, including, software, copyrighted and copyrightable works, trademarks, and service marks, relating to the Product(s) and use of such Product(s).
1.10. “Know-how” means any form of technical information, practical knowledge, techniques, protocols, and skills relating to the Products or production or use of the Products. Know-how may be disclosed in any tangible or intangible manner, including but not limited to writing, electronically, and orally. Sequence information of Product(s), provided to Buyer by Sequins is Know-how.
1.11. “Molecular Library” means a collection of Products or Panels that Sequins has designed or synthesized through its own internal research and development programs.
1.12. “Order(s)” means a writing, including an electronic writing, specifying the identity, quantity, price, and, optionally, Specifications of Product(s) that Buyer agrees to purchase from Sequins. For clarity, Buyer’s written acceptance of a Quote from Sequins shall be an Order.
1.13. “Panel” means a set of two or more Products intended for use in a single assay which is offered for sale by Sequins or sold together under these Terms.
1.14. “Parties” means Sequins and Buyer.
1.15. “Permitted Purpose” has the meaning set forth in Section 9.2.
1.16. “Product” or “Products” means biological materials sold under these Terms, including but not limited to Sequins’ proprietary synthetic DNA and RNA molecules.
1.17. “Quote” means a writing, including an electronic writing, specifying the identity, quantity, optionally Specifications, and estimated price of Product(s) offered for sale by Sequins to Buyer.
1.18. “Sequins Software License” has the meaning set forth in Section 9.1.
1.19. “Software” means computer programs and related documentation provided by Sequins to Buyer except for any software provided pursuant to an open-source license separate from this Agreement.
1.20. “Specifications” means the identity and quality parameters for a Product which are (i) mutually agreed by Sequins and Buyer; and (ii) are set forth in a Quote or an Order. For clarity, Specifications may include, but are not limited to, information regarding nucleic acid sequences, purity, stability, or sterility.
1.21. “Supplementary Terms” has the meaning set forth in Section 2.2.
1.22. “Taxes and Fees” has the meaning set forth in Section 4.2.
2. Agreement Terms
2.1. General Terms. These Terms, any Quote(s), and Supplementary Terms, if any, comprise an agreement (“Agreement”) between Buyer and Sequins, and Buyer agrees to accept and be bound by this Agreement and will order Products exclusively from Sequins.
2.2. Supplementary Terms. Some Products or Software are subject to additional licenses or other written contract terms that are not recited in these Terms (“Supplementary Terms”). When Supplementary Terms apply, they will be provided in a Quote provided by Sequins to Buyer or in the literature that is provided with Product(s) or Software.
2.3. Conflict of Terms. If any Terms within this Agreement conflict with one another, Sequins and Buyer will give such Terms the following priority: (a) the Quote; (b) any applicable Supplemental Terms; and (c) these Terms.
2.4. Effective Date. This Agreement becomes effective on the date of Buyer’s receipt of written confirmation that Sequins has accepted Buyer’s Order for Product(s) (“Effective Date”). For clarity, all offers for sale by Sequins are conditional offers for sale and Sequins and Buyer have not entered into a binding agreement unless and until Buyer accepts the conditional offer by submitting an order and Sequins subsequently confirms the availability of the product.
3. Orders
3.1. Submission of Orders. Buyer shall submit all Orders for Product(s) in writing, via email, or through the Sequins’ designated online portal.
3.2. Acceptance of Orders. Acceptance of an Order by Sequins requires Sequins’ written confirmation to Buyer in writing, via email, or through the Sequins’ designated online portal. Sequins reserves the right to reject an Order.
3.3. Cancellation or Change of Orders. After acceptance of an Order by Sequins, no amendments may be made to such Order without Sequins’ written consent. If Buyer cancels an accepted Order, Buyer shall be liable for (i) expenses incurred prior to cancellation, (ii) non-cancellable obligations entered into by Sequins to perform the contract prior to receiving the notice of cancellation, and (iii) a cancellation fee, which may be up to 25% of the net purchase price of the Order.
4. Prices and Payment
4.1. Prices. Pricing of Product(s) on Sequins’ website are estimates and subject to change or confirmation. Changes in pricing of Product(s) in an Order will result in non-acceptance of the Order by Sequins, and Sequins shall provide a Quote containing the new pricing. Prices provided in a Quote are valid for 30 days, unless stated otherwise in writing.
4.2. Taxes and Fees. Product and Order prices are exclusive of all taxes (including value added tax (VAT) and similar taxes), duties, tariffs, and shipping charges (“Taxes and Fees”) unless stated otherwise. Buyer is responsible for payment of Taxes and Fees. Any such Taxes and Fees paid by Sequins will be invoiced to Buyer.
4.3. Payment Terms. Sequins will invoice Buyer for the Order total and all other charges, including any applicable Taxes and Fees, upon acceptance of the Order by Sequins. Sequins will not commence shipping an Order until payment of the invoice by Buyer, unless otherwise agreed by the Parties in writing in the Quote. Buyer shall pay Sequins in United States Dollars. Payment may be made through electronic bank transfer (including ACH) or credit card.
4.4. Late Payments. If Buyer does not pay the invoice for an Order within 30 days, Buyer shall pay Sequins a late payment charge. The late payment charge will be calculated as interest on the sums due from the payment due date until Buyer makes payment in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law and will also include Sequins’ reasonable costs of collection (including collection agency fees and attorneys’ fees). Sequins reserves the right to cancel or stop delivery of Product(s) in transit and withhold shipments in whole or in part if Buyer fails to pay Sequins when due, or if Buyer otherwise does not perform its obligations in this Agreement.
5. Delivery and Risk of Loss
5.1. Delivery Fees. Buyer shall be responsible for all shipping and delivery fees for an Order unless such shipping and delivery fees are reduced or waived by Sequins, which shall be at Sequins’ sole discretion.
5.2. Delivery. Sequins will ship Products to the location Buyer specifies in the Order, FCA (Incoterms 2020), from Sequins shipping point. Buyer hereby agrees to (i) allowing Sequins to organize carriage for all Product(s) in the Order on Buyer’s behalf; and (ii) waive Buyer’s right to arrange carriage or give specific instructions to Sequins regarding carriage. Sequins reserves the right to make partial shipments and invoice each shipment separately. Delivery dates are estimates only and Sequins will not be liable any loss or damage resulting from delivery delays. Buyer may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If delivery of Product(s) in an Order is delayed due to late payment or non-payment, Sequins will place the delayed Product(s) into storage at Buyer’s risk and expense.
5.3. Title. Excluding any Intellectual Property rights set forth in Article 8 of this Agreement, title to the Product(s) and risk of loss of the Product(s) passes to Buyer upon loading of the Product(s) onto the commercial carrier at Sequins shipping point.
5.4. Acceptance Criteria. Prior to shipping Product(s) of an Order, Sequins shall conduct quality control testing. Sequins will provide confirmation to Buyer that the Product(s) being shipped meet the Specifications set forth in the Quote or Order.
5.5. Acceptance of Delivery. Buyer must inspect Product(s) upon delivery and notify Sequins of any discrepancies or defects within five (5) days. Any return of delivered Product(s) must be approved by Sequins prior to the return. Sequins will approve return of Product(s) that are damaged or defective provided such damage or defect has not been caused by any failure of Buyer or Buyer’s commercial carrier to handle or store the Product(s) using reasonable care or as otherwise instructed by Sequins. Sequins will not credit shipping fees for returned Product(s).
6. Warranties and Liability
6.1. Warranty. Sequins warrants that the Product(s) in the Order conform to the Specifications at the time of shipment to Buyer. Buyer’s sole remedy for defective Product(s) is replacement or refund, at the Sequins’ discretion.
6.2. Exceptions. The previous Section 6.1 notwithstanding, Product(s) that are furnished pursuant to this Agreement are provided for research purposes and may have hazardous properties. SEQUINS MAKES NO REPRESENTATIONS AND EXTENDS NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY PRODUCTS, INCLUDING, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SEQUINS MAKES NO ASSURANCES THAT THE USE OF MATERIALS WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.
6.3. Liability. Other than as set forth in Section 7.1 and except to the extent prohibited by Law, Buyer assumes all liability for damages which may arise from its receipt, use, storage, or disposal of Product(s). Sequins will not be liable to Buyer for any loss, claim or demand made by Buyer or made against Buyer by any other party including but not limited to any loss of profits, business opportunity, goodwill or any special, indirect or consequential loss or damage whatsoever, due to or arising from its use, storage or disposal of Product(s) by Buyer, except to the extent the law otherwise requires. SEQUINS’ MAXIMUM AGGREGATE LIABILITY arising out of or in connection with this Agreement, or any Product(s) or Order, is limited to 110% of the amount Buyer paid to Sequins for the specific Product(s) purchased that gave rise to the liability.
7. Indemnification
7.1. Indemnification by Sequins. Sequins will defend, indemnify, and hold Buyer harmless from and against any and all losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising from third party claims for (a) bodily injury or death, or (b) direct damage to tangible property, to the extent caused by Sequins’ gross negligence or willful misconduct in performing its obligations under these Terms, provided that Sequins is given prompt written notice and the opportunity to control the defense of the claim or settlement pursuant to Section 7.4.
7.2. Indemnification by Buyer. Buyer will defend, indemnify, and hold Sequins, its Affiliates and their respective directors and employees harmless from and against any and all losses, damages, costs, fees, and expenses (including reasonable attorneys’ fees) arising from third party claims for (a) bodily injury or death or (b) direct damage to tangible property, in each case arising from the use or storage of Product, provided that Buyer is given prompt written notice and the opportunity to control the defense of the claim or settlement pursuant to Section 7.4.
7.3. Indemnification for Patent Infringement.
7.3.1. By Sequins. Sequins will defend and indemnify Buyer against any legal action brought by a third party against Buyer alleging infringement of any intellectual property rights owned by third parties arising directly and solely from a Product as manufactured and provided by Sequins to Buyer, except for Buyer’s use and/or combination of such Product(s) with other products or components, including, but not limited to, use of the Product(s) as quality controls in laboratory developed tests (LDTs), including clinical, research, and commercial use of such LDTs, or in any FDA-approved/authorized laboratory tests. This indemnification is conditional upon Buyer immediately ceasing use of any allegedly infringing Product(s), and shipment of such Product(s) to Sequins.
7.3.2. By Buyer. Buyer will defend and indemnify Sequins against any legal action brought by a third party against Sequins alleging infringement of any intellectual property rights owned by third parties arising from Buyer’s use and/or combination of such Product(s) with other products or components, including, but not limited to, use of the Product(s) as quality controls in laboratory developed tests (LDTs), including clinical, research, and commercial use of such LDTs, or in any FDA-approved/authorized laboratory tests.
7.4. Indemnification Procedure. A party seeking indemnification under this Article 7 shall promptly notify the other party of any claim for which it seeks or intends to seek indemnification. The indemnifying party shall have exclusive control of the defense and/or settlement of a claim using counsel of its choice, provided that the indemnifying party may not settle a claim which requires the admission of guilt or wrongdoing by the indemnified party without the indemnified party’s prior written consent.
8. Intellectual Property
8.1. Background Intellectual Property. “Background Intellectual Property” means any Intellectual Property owned or controlled by a Party as of the earlier of (i) the date immediately preceding the day on which Buyer provides Buyer Materials to Sequins or (ii) the Effective Date, or conceived and reduced to practice outside of this Agreement. Except as otherwise provided in this Agreement, neither Party shall have any claims to or rights in Background Intellectual Property of the other Party. Product(s) and Panel(s) in the Sequins Molecular Library are the Background Intellectual Property of Sequins. For the avoidance of doubt, where Sequins designs and manufactures Product(s) without reliance on Buyer Materials or Buyer Confidential Information, such Product(s) will become part of Sequins’ Molecular Library and will become Sequins Background Intellectual Property.
8.2. Ownership of Product. Sequins exclusively owns all Product(s) and Intellectual Property relating to Product(s), including Custom Products, Panels, and Custom Panels, which shall be deemed part of Sequins Molecular Library. For clarity, the nucleic acid sequences of all Product(s) are owned by Sequins and are Sequins Know-how. For the avoidance of doubt, Buyer retains all right, title, and interest in Buyer Materials and Buyer Confidential Information, which are Buyer’s Background Intellectual Property and Confidential Information.
8.3. Limited License. Sequins grants a limited, non-transferrable right under Sequins Intellectual Property embodied in the Product(s) to use the Product(s) purchased according to these Terms solely for internal research purposes. For clarity, internal research purposes includes use of the Product(s) as quality controls in LDTs, including clinical and research use of such LDTs, or in any FDA-approved/authorized laboratory tests. Buyer may not copy, modify, reverse engineer, or otherwise attempt to replicate or independently manufacture Product(s) or Panel(s). No commercial use of Product(s) is permitted under this Agreement. If Buyer wishes to use Product(s) for commercial purposes, including as quality controls in commercial use of LDTs and reporting results of such commercial use of LDTs for a fee, Buyer must enter into a separate supply agreement with Sequins. For the avoidance of doubt, Buyer shall not file any patent applications disclosing or claiming Product(s), including Custom Product(s) and Custom Panel(s), without the express, prior written consent of Sequins.
8.4. Custom Products and Panels. Sequins will use workmanlike efforts to design and manufacture Custom Product(s), including Custom Panel(s), based upon Buyer Materials and Buyer Confidential Information provided to Sequins and ensure such Custom Product(s) meet the Specifications agreed upon by Sequins and Buyer. However, Sequins reserves the right to decline to design or manufacture any Custom Product(s) at any stage of design or manufacture if the Custom Product(s) is/are unsuitable, unsafe, or impractical to manufacture as set forth in the Specifications. If Sequins declines to design or manufacture a Custom Product after an Order has been accepted, Sequins will notify Buyer and Buyer will not be charged any fees associated with expenses incurred by Sequins in connection with the declined Product(s).
8.5. Confidentiality. Sequins will not disclose Buyer Confidential Information, including Buyer Materials, to any third party. Buyer Confidential Information shall be disclosed only to Sequins employees and subcontractors as necessary for purposes of designing, manufacturing, and quality control testing of Custom Product(s) and Custom Panel(s) and shall be subject to a written confidentiality agreement no less stringent than the terms of this Section 8.5. Notwithstanding any other provisions in this Agreement, however, each Recipient shall have no obligation to the Discloser for any information or material that is (a) already known to Recipient; (b) publicly known other than by a wrongful act of Recipient; (c) received from a third party lawfully entitled to disclose it; (d) disclosed pursuant to an enforceable order of a court or administrative agency; and/or (e) is independently developed by or for Recipient. Trade secrets will remain Confidential Information so long as they remain a trade secret. Sequins reserves the right to refuse receiving Buyer Materials from Buyer.
8.6. Non-Exclusivity of Custom Products. Unless otherwise set forth in Supplemental Terms, Sequins’ design and manufacture of Custom Product(s) and Custom Panel(s) is provided on a non-exclusive basis, and Sequins hereby has the right to provide third parties with Product(s) that are identical or similar to Custom Product(s) and the identity of such Product(s) or Custom Product(s), provided that Sequins will not disclose to any third party Buyer Confidential Information or that Buyer purchased the Custom Products or Custom Panels from Sequins.
8.7. Buyer Representations. Buyer represents, warrants, and covenants that (i) all Product(s) will be used in accordance with all applicable laws and regulations; and (ii) Buyer has all rights necessary, including but not limited to any necessary Intellectual Property rights, to instruct Sequins to design and manufacture Custom Product(s) and Custom Panel(s).
9. Software
9.1. Software License. At the request of Buyer, Sequins may provide Software useful for analysis of Product(s) and a license to such Software (“Sequins Software License”). The Software is for internal trial purposes only and is subject to the terms of this Article 9 of this Agreement. To the extent that any terms of this Article 9 are inconsistent with the Terms of this Agreement, the terms in this Article 9 shall control with respect to Buyer’s use of Software, unless a separate written agreement is distributed with the Software, in which case such written agreement shall supersede the terms of this Article 9 with respect to Buyer’s use of Software.
9.2. License Grant. Subject to the terms of this Article 9, Sequins grants a non-exclusive, non-transferable, revocable, license to Buyer to use the Software for internal trial purposes by Buyer in order to test the Software only (“Permitted Purpose”). Buyer is expressly excluded from using Software for commercial purposes or as part of a clinical diagnostic workflow.
9.3. License Limitations. The license granted to Software in Section 9.2 does not entitle Buyer to copy, redistribute, sublicense or provide access to the Software, in whole or in part, to any other person or entity without the express written permission of Sequins. Buyer does not have any right to adapt, modify, revise, reverse engineer, build upon, elaborate, or otherwise use the Software to create derivative works or for any purpose other than the Permitted Purpose.
9.4. Users. The persons who will be conducting the Permitted Purposes are limited to employees and subcontractors of Buyer (the Users), who will be allowed access to the Software, provided that Buyer ensures that the Users agree to the terms of this Sequins Software License and use the Software only for Permitted Purposes. Buyer is responsible for the use of the Software by the Users and must manage, supervise and exercise control over the Software at all times.
9.5. No Support and Installation. Sequins is not required to provide installation support or user support in relation to the Software. Sequins may provide installation support or user support to Buyer as agreed outside the terms of this Sequins Software License.
9.6. No Representations or Warranties. Software is provided “as is”. Sequins makes no representations or warranties of any kind concerning the Software, express or implied, including, for example, warranties regarding merchantability, fitness for purpose, non-infringement, absence of defects and conformity with description.
9.7. Intellectual Property Rights.
9.7.1. Ownership. As between the parties, Buyer acknowledges that Sequins owns all Intellectual Property rights, including rights pertaining to copyright, trade mark, design, patent, semiconductor or circuit layout rights and the right to keep certain information confidential, in the Software and that, except as provided in this Sequins Software License, Buyer agrees that it has no express or implied license or other right to any patents, patent applications, trade secrets or other Intellectual Property rights of Sequins.
9.7.2. Open-Source. The Software has been developed by Sequins using some open-source software packages which are subject to their own licenses and copyright. These open-source software packages and the applicable licenses are identified on Sequins’ website. The applicable license conditions are available within the Software.
9.7.3. No IP Warranties. Sequins makes no warranties about ownership of the Intellectual Property rights in the Software. Sequins will not be liable to Buyer for any loss, costs, expenses, demands or liability, whether direct or indirect, including loss of data, loss of goodwill, loss of reputation, or loss of opportunity, arising out of a claim by a third-party alleging infringement of their Intellectual Property rights by Buyer, or Users.
9.8. Limitation of Liability. SEQUINS SHALL IN NO EVENT BE LIABLE TO BUYER, UNLESS REQUIRED BY APPLICABLE LAW, IN RESPECT OF ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO: (a) LOSS OF DATA, GOODWILL OR REPUTATION; OR (b) LOSS ARISING FROM THE MISUSE, DESTRUCTION OR UNAUTHORISED USE OF DATA, WHICH ARISES OR MAY ARISE DIRECTLY OR INDIRECTLY IN RESPECT OF: (c) THE USE OR DISTRIBUTION OF THE SOFTWARE; OR (d) ITS INSTALLATION ON BUYER’S SERVER; OR (e) THE EXERCISE OF ANY RIGHTS GRANTED UNDER THIS SEQUINS SOFTWARE LICENSE. IF SEQUINS CANNOT EXCLUDE LIABILITY FOR BREACH OF A CONDITION OR WARRANTY THEN THE SEQUINS’ LIABILITY FOR THE BREACH IS LIMITED AT ITS ELECTION TO: (a) IN THE CASE OF GOODS, REPLACING THE GOODS OR PAYING THE COST OF REPLACING THE GOODS; OR (b) IN THE CASE OF SERVICES, RESUPPLYING THE SERVICES OR PAYING THE COST OF RESUPPLYING THE SERVICES.
9.9. Termination. Buyer’s rights under this Sequins Software License will terminate immediately on notice from Sequins, in the event that Buyer materially breaches a term of the Sequins Software License. Upon termination of this Sequins Software License, Buyer must ensure that all copies of the Software that it holds are disposed of or destroyed within 30 days and provide written confirmation of the disposal or destruction to Sequins.
9.10. Survival. Sections 9.6, 9.7.1, and 9.7 shall survive any termination of this Sequins Software License. Sequins’ accrued rights at the time of termination will survive termination.
9.11. Amendment in Writing. This Sequins Software License may only be amended by Sequins in writing and an amendment will take effect when it is notified to Buyer. If Sequins makes an amendment which causes detriment to Buyer, Buyer’s sole remedy is to cease using the Software and destroy all copies of the Software.
9.12. General. The benefit of this Sequins Software License shall not be assigned by Buyer without Sequins’ prior written consent. Sequins may consent to the assignment or novation of this Agreement by Buyer subject to such conditions as it chooses to impose. This Sequins Software License constitutes the entire agreement between the parties concerning the use of the Software and its use for the Permitted Purposes. This Sequins Software License supersedes all prior statements, representations and agreements, whether oral or in writing. If any provision of this Sequins Software License is held invalid, unenforceable or illegal for any reason, the Sequins Software License shall remain otherwise in full force apart from such provisions which shall at the election of the Licensor, be read down to the extent necessary to remove such invalidity, unenforceability or illegality or be deemed deleted. This Sequins Software License shall be governed by and construed according to the laws Delaware.
10. Compliance and Use Restrictions
10.1. Product Use. Buyer agrees to use the Product(s) in accordance with all applicable laws, regulations, industry standards, and government policies. The Product(s) are for research use only and not intended for any human or veterinary use unless explicitly stated otherwise.
10.2. Export Regulations. Buyer acknowledges that Products, Software, information, technical data, or technology provided by Sequins to Buyer (collectively “the Items”) are subject to U.S., EU, Australian, and local government export controls. Buyer hereby agrees to comply with all applicable export control and economic sanctions laws, regulations, and orders, including without limitation those regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”). Without limiting the foregoing, Buyer understands and covenants that it shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise release or dispose of any Items received under this Agreement to or through any individual, entity, or destination, or for use prohibited by the laws or regulations of the United States or any other jurisdiction. If prior authorization from a competent governmental authority is required for Licensee’s export, re-export or transfer under applicable laws and regulations, Buyer shall obtain such prior authorization. Buyer’s breach of this provision shall constitute cause for immediate termination of this Agreement. Buyer agrees to indemnify and hold harmless Sequins for Buyer’s noncompliance with these controls in connection with the Items.
11. Termination
11.1. Sequins may terminate this Agreement if Buyer breaches any material term or becomes insolvent. Upon termination, all outstanding payments become immediately due and payable.
12. Miscellaneous
12.1. Force Majeure. Sequins is not liable for delays or failure to perform caused by events beyond its control, including natural disasters, strikes, and supply chain disruptions.
12.2. No Assignments. Neither Party shall assign this Agreement without the prior written consent of the other Party, except that Sequins may assign this Agreement without Buyer’s consent, to a successor of all or substantially all of its assets or business to which this Agreement relates, whether by merger, sale, reorganization, reincorporation, operation of law or otherwise. Any assignment in violation of the foregoing shall be null and void.
12.3. Modifications. No waiver, consent, modification, amendment or changes to the Terms of the Agreement will be binding unless in writing and signed by the Parties. Sequins failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of this Agreement.
12.4. Governing Law. This Agreement (together with any disputes arising in connection herewith) shall be governed by, and construed and interpreted in accordance with, the laws of Delaware, without regard to conflicts-of-laws principles. This contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.5. Notices. Any notice required or permitted to be given by this Agreement shall be given in writing in English by postpaid, first class, registered or certified mail, or by courier or facsimile, properly addressed to the other Party.
12.6. Headings. Headings used herein are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
12.7. Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the full extent possible.
12.8. Relationship of the Parties. The relationship of the Parties is that of independent contractors, and nothing herein shall be construed as establishing one Party as the agent, legal representative, joint venturer, partner, employee, or servant of the other Party. Except as set forth herein, neither Party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other Party. Neither Party shall hold itself out as being the agent, legal representative, joint venturer, partner, employee, or servant of the other Party or as having authority to represent or act for the other Party in any capacity whatsoever, except as authorized herein.
12.9. Survival. All rights and obligations of the Parties set forth herein that expressly or by their nature survive the expiration, assignment or termination of this Agreement shall continue in full force and effect subsequent to, and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire and shall bind the Parties and their legal representatives, successors, and permitted assignees, including, without limitation Articles 1, 2, 4, 7, 8.1, 8.2, 8.5, 8.6, 11.1, 12.4, and 12.7.
12.10. Entire Agreement. These Terms and any Supplemental Terms pursuant to Section 2.2 constitute the entire Agreement between Sequins and Buyer as to the subject matter hereof, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by and completely expressed by this Agreement. For clarity, it is understood that the Parties may agree to enter into a future commercial supply agreement, having terms in addition to the Terms set forth in this Agreement.