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No Guarantees

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Limitation of Liability

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Privacy Policy

 

Information We Collect

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How We Use Information

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Data Security

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Your Rights

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Updates

 

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Purchase Order

General Terms and Conditions

 

The following terms and conditions apply to all purchase orders, change orders and blanket orders (each, the “Order”) issued by Buyer.

 

1. Definitions.  The “Goods” means all goods, including documentation relating thereto, and all services, in each case provided by Seller (as identified in the Order) under the Order (as defined in Section 2).  “Buyer” means One Source Industries, LLC, a California limited liability company.

 

2. Priority.  The “Order” consists of the following documents, listed in their order of priority in the event of a conflict: first, any change orders to the Order; second, the numbered Order; third, these Terms and Conditions; and fourth, any exhibits or schedules incorporated in the Order.  Acceptance of the Order by Seller is expressly limited to the terms of the Order.  Additional or different terms contained in Seller’s acceptance shall not become part of the Order, unless expressly agreed to in writing and signed by Buyer.

 

3.  Pricing.  Buyer shall not be billed at prices higher than those stated on the face of the Order, unless authorized by Buyer’s duly approved change order. Seller represents that the price(s) charged for the goods and/or services covered by the Order is the lowest price charged by Seller to buyers of a class similar to Buyer under conditions similar to those specified herein, and that such prices comply with applicable laws and regulations in effect at the time of quotation, sale and delivery. Seller agrees that any price reduction made to Buyer or to any other buyer of a class similar to Buyer on goods and/or services covered by the Order subsequent to the placement of the Order will be applicable to the Order. Except as otherwise provided herein, the contract price includes all applicable taxes, and Seller agrees to pay any value added tax, sales tax, excise tax or other tax which may be imposed upon the goods and/or services ordered hereunder or by reason or their sale, use or delivery.

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4.  Payment.  Seller shall invoice Buyer for the purchase price of the Goods within 10 days of delivery of the Goods to Buyer.  Buyer shall pay Seller, upon submission of a proper invoice and in accordance with Buyer’s practices and policies, the purchase price for the Goods delivered to and accepted by Buyer.  Buyer may withhold all or part of payment for the Goods, if Buyer disputes Seller’s compliance with the terms of the Order.  Buyer’s payment of the Order does not constitute Buyer’s acceptance of the Goods.  The Order number must appear on all invoices, notices, and packing materials with respect to the Goods.  Seller’s price for the Goods shall include all taxes, except sales and use taxes.  Buyer shall provide Seller with Buyer’s exemption certificate, if applicable.  The delivered and accepted Goods with an accepted invoice relating thereto will be paid in terms of net 60 days from receipt of such invoice, if such invoice is delivered to Buyer within 10 days of receipt of such accepted Goods.  Buyer shall have the right at any time to set off any amount owing by Seller to Buyer against any amount due or owing to Seller.

 

5.  Shipment and Delivery.  Seller must comply, at Seller’s expense, with any packing and shipping instructions issued by Buyer with respect to the Goods.  Seller shall be responsible for loss or damage to the Goods caused by improper packing.  Seller is responsible for additional costs caused by Seller’s failure to comply with shipping instructions from Buyer.  Seller must give Buyer immediate notice of Seller’s anticipated failure to meet such shipping instructions, including any shipment or delivery schedule.  If  the Goods are not shipped or delivered on time, or in the event of any other failure to perform the Order by Seller, Buyer may, at its option, in whole or in part, and without waiving its claim for damages against Seller: (a) cancel the Order; (b) return the Goods to Seller at Seller’s expense; (c) keep the Goods; and/or (d) purchase similar goods in the open market, in which case Seller must pay Buyer the amount by which the price paid therefor exceeds the price for the Goods set forth in the Order.  Buyer’s retention of the Goods does not constitute acceptance of the Goods.  If any cancellation by Buyer is determined to be without proper cause, Seller’s liability therefor shall be limited to the damages payable under Section 14 below.  If Buyer incurs expenses due to Seller’s late shipment or shipments of the Goods, then Seller shall be responsible for reimbursing Buyer the full amount of such expenses; provided, however, that Buyer is responsible for presenting Seller with a detailed accounting of such expenses.

 

6.  Force Majeure.  Neither party shall be in breach of the Order to the extent that any delay or default in performance is due to causes beyond the reasonable control of the delayed or defaulting party.   

 

7.  Title and Risk of Loss.  Title to and risk of loss of the Goods shall pass to Buyer upon delivery to Buyer, and Buyer’s acceptance, of the Goods.  Title to the Goods, upon such delivery and acceptance, shall be free and clear of all liens and encumbrances.

 

8.  Inspection and Acceptance.  Upon mutual agreement by the parties, Buyer shall have access to Seller’s and its subcontractors’ facilities for inspection purposes.  Upon delivery of the Goods to Buyer’s site, Buyer shall promptly inspect the Goods for conformance to the Order.  Buyer’s inspection or acceptance of the Goods shall not relieve Seller of its obligation to comply with the terms of the Order, or the design, workmanship, or material warranties with respect to the Goods.  Buyer may reject any non-conforming Goods at any time, at Seller’s expense.

 

9.  Warranty.  Seller warrants to Buyer that the Goods delivered pursuant to the Order shall be (a) free of design, material, and workmanship defects, (b) new, and (c) in conformance with the Order.  For a period of 12 months from Buyer’s first use of the Goods, Seller shall repair or replace, at Seller’s expense, including any installation or transportation cost, any defective or non-conforming Goods, or refund the purchase price of such Goods to Buyer or issue to Buyer a credit therefor, in each case at Buyer’s option.  Buyer’s acceptance of the Goods shall not relieve Seller of its warranty obligations with respect to the Goods.  If Seller fails to correct a defect within a reasonable period, or in the event of an emergency, in each case with respect to the Goods, then in its sole discretion Buyer may repair or replace any defect in any warranted Goods at Seller’s expense.

 

10.  On-Site Activities.  At any time while any representatives of Seller are on Buyer’s site, Seller shall (a) comply with the worker’s compensation and occupational health laws of the applicable State, (b) maintain commercial general liability insurance with limits of not less than $2,000,000 for each occurrence and in aggregate.  Prior to entering Buyer’s site, Seller shall provide Buyer with an acceptable certificate of insurance waiving subrogation against Buyer.  Such certificate of insurance must state that the insurance carrier has issued the insurance specified, that such policies are in force, and that the insurance carrier will give Buyer 30 days’ prior written notice of any material change in, or cancellation of, such policies.  The insurance required by this section shall include contractual liability insurance covering the obligations under the Order.

 

11.  Compliance with Laws.  Seller shall comply with all applicable laws and rules, in each case of any governmental authority, and will obtain at its expense all permits and licenses, in each case pertaining to its obligations under the Order.  Seller agrees to indemnify and save Buyer harmless from and against any liability or damages, including attorneys’ fees, for any and all non-compliance therewith by Seller.  Seller shall provide Buyer with Material Safety Data Sheets for all applicable materials relating to the Goods prior to shipment thereof.

 

12.  Infringement and Confidentiality.  Seller warrants that the purchase or use of the Goods by Buyer will not infringe upon or violate any trademarks, patents, copyrights, trade secrets or other property rights of Seller or any third party.  Seller agrees to indemnify and save Buyer harmless from and against any liability or damages, including attorneys’ fees, arising out of any alleged infringement or violation thereof.  Each party agrees (a) to protect confidential information of the other party with at least the same degree of care used to protect its own most confidential information, (b) not to use (except for the purpose described herein), publish or disclose to third parties such confidential information; and (c) upon the request of the other party, to promptly deliver to the other party all written copies of its confidential information.

 

13.   Property of Buyer.  Unless otherwise agreed to in writing by Buyer, all design concepts, drawings, specifications, devices, formulations, materials, dies, molds, casts, engravings and any other property furnished to Seller by Buyer or specifically paid for by Buyer for use in the performance of the Order shall be and remain the property of Buyer, shall be kept separate from other property, shall be clearly identified as the property of Buyer, shall be subject to removal at any time without additional cost upon Buyer’s instruction, shall be used only in filling orders from, shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s expense while in its custody or control in an amount equal to the replacement cost thereof, with loss payable to Buyer. Copies of policies or certificates of such insurance will be furnished to Buyer on demand.

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14.  Indemnification.  Seller shall indemnify and save Buyer harmless from any and all costs and expenses, including but not limited to reasonable attorneys’ fees and court costs arising from or relating to injuries, diseases, or death to persons, or damage to property, including environmental claims and liabilities caused by Seller, its employees or agents, or in any way relating to the Order.  Seller shall pay Buyer’s reasonable attorneys’ fees and all costs of litigation associated with enforcement of the obligations set forth in this section.

 

15.  Limitation of Liability.  Except as expressly provided herein, neither party shall be liable to the other for any incidental, indirect, special, punitive, or consequential damages.

 

16.  Default or Breach by Seller.  If Seller defaults in the performance of any of the terms hereof or breaches any of its obligations hereunder, or if Seller becomes insolvent or makes an assignment for the benefit of creditors or a petition in bankruptcy is filed by or against it, or if a trustee or receiver or similar administrator is appointed for any of its property, then Buyer may cancel the Order in whole or in part by written notice and shall have no obligation to Seller whatsoever by reason of such cancellation and shall, in the event of Seller’s breach, have all remedies provided by law.

 

17.  Cancellation by Buyer.  In addition to and without prejudice to Buyer’s right to cancel under any other provision hereof, Buyer may, for convenience, terminate the Order in whole or in part by written notice, and such cancellation shall be subject to the following conditions:

(a)  If the Order covers materials manufactured or fabricated to Buyer’s specifications, Seller shall upon receipt of such notice stop all work in connection with the Order. In such case, Buyer shall pay and Seller shall accept as full compensation Seller’s actual direct and documented out-of-pocket costs to the date on which the work is stopped; provided, however, that in no event shall the total amount to be paid to Seller upon such termination, plus any payments previously made with respect to the Order, exceed the total agreed price specified in the Order. The goods or incomplete portions thereof will be the property of Buyer, and Seller shall safely hold them for a reasonable time subject to Buyer’s written disposition notice.

(b)  If the Order covers standard stock goods, any claim of Seller shall be settled on the basis of reasonable costs incurred by Seller. Buyer shall have no obligation for cancellation charges or for any other expense, except to make payment, subject to applicable terms, for the goods actually shipped prior to termination.

 

18.  Seller’s Employees and Insurance.  Seller is responsible for any obligations with respect to its employees, whether as wages, salaries or other remuneration, social security, unemployment insurance, severance, pension, workers’ compensation or otherwise and for injuries or damages to others caused by it or its agents, representatives, or employees, and shall indemnify and hold harmless Buyer from and against any such liability or obligation whatsoever. Seller shall maintain such insurance coverage with reputable third-party insurance companies with respect to all loss, damage or injury that may arise in connection with its operations and its performance hereunder in amounts and with such terms as are not less than such as are reasonable and customary in its business. Such policies shall name Buyer as an additional insured. Seller shall make no change in such insurance policy or the coverage thereunder, nor shall Seller permit the termination of such insurance coverage, in each case without the prior written consent of Buyer. Seller waives all rights to claim against Buyer, its affiliates and their respective directors, officers and employees with respect to any recovery from or under such insurance. Seller shall obtain, at its own expense, a waiver of subrogation from any insurer of any interest Seller or such insurer may have in any recovery by Buyer. Seller shall, upon execution hereof, deliver to Buyer evidence satisfactory to Buyer of the foregoing insurance coverage (including without limitation, certificates of insurance with appropriate policy endorsements) and establishing that any other insurance for the benefit of Buyer or its affiliates is not contributory to and is in addition to any insurance provided by Seller.

 

19.  Recall of Products.  If there is a recall of any of the products, any of its ingredients and components, or any product incorporating any of the products supplied by Seller subject to an Order (“Recalled Product”), then Seller shall provide reasonable assistance to Buyer in developing a recall strategy and shall cooperate with Buyer and any applicable governmental agency, entity or authority (“Governmental Body”) in monitoring the recall operation and in preparing such reports as may be required. Seller shall not voluntarily initiate any recall of any of its products, any of its ingredients and components, or any product incorporating any of the products subject to an Order without the prior written consent of Buyer. Seller shall, at the request of Buyer, give Buyer all reasonable assistance in locating and recovering any products or Recalled Products that are not in accordance with the requirements of the Order. Seller shall immediately notify and provide copies to Buyer of any communications, whether relating to recalls or otherwise, with any Governmental Body. Seller, at its own cost, shall rework or destroy all Recalled Products that are defective on delivery to Buyer in compliance with all applicable laws, rules or regulations and Buyer’s reasonable instructions. Seller shall not disclose or make available to any third party any information related to the recall.

 

20.  Assignment.  The Order and the right or obligation of performance hereunder and thereunder are not assignable or delegable by Seller, and the goods and/or services to be furnished hereunder may not be subcontracted by Seller, in each case without the prior written consent of Buyer, and any such attempted assignment, delegation or subcontracting shall be void and ineffective for all purposes.

 

21. Dispute Resolution.  Any dispute, controversy or claim arising out of or related in any way to these Terms and Conditions, the Order and/or any sale and purchase of Goods contemplated hereby, in each case which cannot be amicably resolved by the parties, shall be solely and finally settled by arbitration administered  by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before an arbitrator sitting in the State of California, Orange County. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of California. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms and Conditions, the Order and/or any sale and purchase of Goods contemplated hereby, except that any injunctive action shall be filed in a federal or state court located in the State of California.

 

22.  Miscellaneous.  The rights and duties of all parties and the construction and effect of all provisions hereof shall be governed by and construed according to the laws of the State of California.  The Order constitutes the entire agreement of the parties with respect to the subject matter hereof.  If any provision of the Order is held to be invalid, such invalidity shall not affect the remaining provisions of the Order.

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Sales Terms and Conditions

 

 

These Sales Terms and Conditions shall govern all sales of goods (the “Product(s)”) to, and all services performed (the “Work”) for, the purchaser thereof (“Buyer”) by One Source Industries, LLC, a California limited liability company (“Seller”), notwithstanding any purchase order or contract to the contrary.

 

A. Purchase Order

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Buyer must deliver to Seller a purchase order for the Product(s) and/or the Work (“Purchase Order”) and, if required by Seller, a deposit, before Seller commences providing the Product(s) and/or performing the Work.  In the event of any conflict between any Purchase Order and these Sales Terms and Conditions, the provisions of these Sales Terms and Conditions shall control.  Seller’s provision of the Product(s) and/or performance of the Work is subject to Seller’s acceptance of the Purchase Order in Seller’s sole discretion.  Buyer may cancel or modify a Purchase Order Seller’s provision of the Product(s) and/or performance of the Work only if Seller agrees in writing to such cancellation or modification.

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B. Payment

 

Payment of the price for the Product(s) and/or the Work (the “Price”) shall be made from Buyer to Seller net thirty (30) days after the date of Seller’s invoice therefor.  Time of payment is of the essence.  Interest shall accrue on late payments at the rate of eighteen percent (18%) per year.  Buyer agrees to pay all of Seller’s costs of collection, including reasonable legal fees and expenses, in connection with such payment.

 

C. Credit

 

Delivery of the Product(s) will be subject to receipt of cash or credit arrangements made by Buyer for the Price. If payment is not made in accordance with the terms thereof or if Buyer’s credit standing has been impaired at any time, Seller may withhold delivery of any Product(s) until satisfactory cash arrangements or credit arrangements have been made, and may demand in writing that Buyer provide adequate assurances of its ability to make payments under such terms and conditions. If Buyer fails to provide such written assurances within fifteen (15) days of Seller’s demand, Seller may pursue any remedies available to it at law or in equity. Payments by credit card shall be subject to an additional administrative charge in the amount of four percent (4%) or the maximum amount permitted by law, whichever is lower.

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D. Force Majeure

 

Seller shall not be liable for any failure to manufacture, deliver or provide, or for any delay in the manufacture, delivery or provision of, any goods to be provided hereunder if such failure or delay is caused by acts of God, fire, storm, flood, earthquake, tornado, extreme heat, strikes, blackouts, labor difficulties, riots, political instability, civil unrest, war, terrorism, cyberattack, tariffs, import restrictions, inability to obtain materials, equipment, labor, electricity, fuel or transportation, governmental restrictions, epidemics and other public health events, or any other cause over which Seller is unable to exercise control in a commercially reasonable manner.

 

E. Tariffs

 

Seller reserves the right to pass-through to Buyer the cost of any tariffs on Product(s) or any material(s) or component(s) thereof.  In the event that such cost changes after Seller’s invoice or shipment of the Product(s), Seller shall be entitled to change the Price for the Product(s) to reflect the change in such cost.

 

F. Special Tooling

 

Unless otherwise specifically provided in any quotation of Seller to which these Sales Terms and Conditions may be attached and thereby incorporated in as an integral part, any special tooling developed by Seller to complete the sale to which these Sales Terms and Conditions apply shall be the property of Seller. Special tooling supplied by Buyer, or special tooling developed by Seller that is owned by Buyer, shall be maintained by Seller with reasonable care at Buyer’s risk of loss or damage arising from force majeure events or otherwise, and Buyer is encouraged to provide its own insurance against such loss or damage. In the event Buyer does not claim such special tooling within two years after completion of Seller’s deliveries with respect to which these Sales Terms and Conditions apply, then Seller shall have the right to dispose of such special tooling without liability.

 

G. “One-Off” Sample

 

Seller shall send to Buyer the first item of each Product produced by Seller as a “one-off” sample of such Product.  Buyer shall promptly examine such Product sample with respect to quality and conformity to specifications, including without limitation specifications pertaining to language, images, and size, and shall promptly notify Seller in writing of Buyer’s approval or disapproval of such Product sample.  Buyer’s failure to provide such written notice of disapproval to Seller within ten (10) days following delivery of such Product sample to Buyer shall constitute approval thereof by Buyer.

 

H. Nonconforming Product(s)

 

It shall be assumed that product(s) delivered to Buyer (the “Product(s)”) conform(s) to the terms of these Sales Terms and Conditions, and acceptance of the Product(s) is assumed, in each case unless Buyer notifies Seller in writing of any claim of nonconformance within five (5) business days after delivery to Buyer. Buyer will then await instructions from Seller and, unless otherwise agreed to in writing by Seller, Buyer assumes the full risk and expense of returning goods to Seller, including but not limited to damage arising from Buyer’s improper packaging. Buyer’s only recourse for nonconforming Product(s) shall be repair or replacement of such nonconforming Product(s), in Seller’s discretion.

 

I. Short Count

 

Buyer shall be deemed to have accepted the numerical count of goods shipped, unless Buyer notifies Seller in writing of any claim for a short count within 48 hours after delivery to Buyer.  If sufficient product is not available for any reason, Seller may allocate product among its customers. Seller will make reasonable efforts to obtain additional product from other sources for delivery to Buyer, provided Buyer agrees to pay all additional costs associated with such product. Allocation of product pursuant to this section shall completely satisfy and discharge Seller’s supply obligations.

 

J. Damaged Goods

 

Within five (5) business days of receipt of the Product(s), Buyer shall report to Seller any and all damage from shipping found by Buyer.  If no report is made within this time period, the Product(s) will be deemed to be accepted by Buyer.

 

K. Buyer-Supplied Materials

 

If Seller agrees to use materials supplied by Buyer, then Buyer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to Seller, of sufficient quality and in sufficient quantity (including allowances for loss, waste, or scrap that may occur for any reason) as Seller deems necessary to complete its obligations. Seller shall not be liable for, and Buyer shall be obligated to pay for, any previously negotiated delivery premiums, notwithstanding any failure or delay in delivering any goods to be provided hereunder, if such failure or delay is caused by Buyer’s failure to supply and deliver such materials in a timely manner or of such quality or in such quantity as Seller deems necessary.

 

L. Risk of Loss and Title

 

Unless otherwise agreed upon by Seller and Buyer, the Product(s) will be tendered for delivery, and all risk of loss or damage with respect to the Product(s) will pass to Buyer F.O.B. Seller’s designated facility. Ownership of the Product(s) will remain with Seller until the Price has been paid in full.

 

M.Default or Breach by Buyer 

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If Buyer defaults in the performance of any of the terms hereof or breaches any of its obligations hereunder, or if Buyer becomes insolvent or makes an assignment for the benefit of creditors or a petition in bankruptcy is filed by or against it, or if a trustee or receiver or similar administrator is appointed for any of its property, then Seller may cancel any Purchase Order in whole or in part by written notice and shall have no obligation to Buyer whatsoever by reason of such cancellation and shall, in the event of Buyer’s breach, have all remedies provided by law.

 

N. Liability

 

A. Disclaimer of Warranties
 

Seller warrants (i) that the Product(s) and/or the Work is as described in a Purchase Order, provided that Seller has accepted such Purchase Order, and (ii) the workmanship (but not the installation) of any permanent displays for a period of one (1) year immediately following the date of the first shipment thereof.  Seller disclaims all other warranties, whether express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose, non-infringement of any intellectual property right of any third party, and Buyer assumes all risk and liability whatsoever resulting from the use of the Product(s) and/or the Work. Buyer shall examine and test the Product(s) upon receipt. Buyer understands that all sketches, copy, dummies, and preparatory work shown to Buyer are intended only to illustrate the general type and quality of the Work. They are not intended to represent the actual work performed.

 

B. Limitation of Liability
 

Seller’s maximum liability, whether based on negligence, contract, or otherwise, will not exceed the return of the amount paid by Buyer and received by Seller for the Product(s) and/or Work in dispute. Under no circumstances will Seller be liable for special, exemplary, punitive, indirect, or consequential damages (including without limitation lost profits).

 

 

O. Indemnification

 

Buyer agrees to protect Seller from economic loss and any other harmful consequences that could arise in connection with the Work and/or the Product(s). This means that Buyer will hold Seller harmless and save, indemnify, and otherwise defend Seller against any and all claims, demands, actions and proceedings with respect to the Work and/or the Product(s) on any and all grounds. The foregoing will apply regardless of responsibility for negligence.

 

1. Copyrights/Trademarks. Buyer also warrants that the subject matter to be printed is not copyrighted/trademarked by a third party. Buyer also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. Buyer further warrants that no copyright/trademark notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, Buyer agrees to indemnify and hold Seller harmless for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright/trademark infringement involving the Work produced or provided.

 

1. Personal or Economic Rights. Buyer also warrants that the Work does not contain anything that is libelous or scandalous, or anything that threatens anyone’s right to privacy or other personal or economic rights. Buyer will, at Buyer’s sole expense, promptly and thoroughly defend Seller in all legal actions on these grounds as long as Seller: (i) promptly notifies Buyer of the legal action; and (ii) gives Buyer reasonable time to undertake and conduct a defense.  Seller reserves the right to use his or her sole discretion in refusing to print anything he or she deems illegal, libelous, scandalous, improper or infringing upon copyright law.

 

p. Taxes

 

Any increase in any tax or governmental levy, duty or charge which increases the cost to Seller of producing, selling, or delivering the Product(s) or of procuring materials used therein, or performing the Work, may at Seller’s option be added to the Price. With respect to sales outside the United States, all import duties, licenses and fees in the importing country of the Product(s) will be borne by Buyer.  Buyer shall be responsible for paying any sales or use taxes with respect to the Product(s) unless Buyer provides a copy of a valid exemption form with respect thereto.

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Q.Dispute Resolution

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Any dispute, controversy or claim arising out of or related in any way to these Sales Terms and Conditions, the Work and/or Product(s), and any Purchase Order relating thereto, in each case which cannot be amicably resolved by the parties, shall be solely and finally settled by arbitration administered  by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before an arbitrator sitting in the State of California, Orange County. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of California. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Sales Terms and Conditions, the Work and/or Product(s), and any Purchase Order relating thereto, except that any injunctive action shall be filed in a federal or state court located in the State of California.

 

R. Severability

 

The invalidity of any terms of service hereof shall not affect the validity of the remaining terms and conditions, and these Sales Terms and Conditions shall be construed as if such invalid terms and conditions had been omitted.

 

S. No Third-Party Beneficiaries

 

These Sales Terms and Conditions are for the sole benefit of Buyer, Seller and their respective successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any other person any legal or equitable rights hereunder.