Last modified: January 24, 2024
1. Scope of application
1.1. For all contracts concluded between Technibilt, Ltd., a North Carolina corporation (“we,” “us,” “our,” or “Company”), and the contractual partner – hereinafter referred to as “Customer” – for the delivery of goods and the provision of services – hereinafter jointly referred to as “Deliveries” – these General Terms and Conditions of Delivery and Performance (“Terms”) apply exclusively. They are an integral part of all our offers and order confirmations. With the conclusion of the first contract including these Terms, these shall also apply to all further contracts concluded between us and the Customer without requiring inclusion again.
1.2. If we use “special terms and conditions” for certain areas of application, those shall apply in addition to these Terms. In the event of a conflict between “special terms and conditions” and these Terms, the “special terms and conditions” shall control.
1.3. The Customer’s General Terms and Conditions shall only apply with our express consent given in written or text form. In the event of a conflict between the Customer’s General Terms and Conditions and these Terms and, these Terms shall control.
2. Conclusion of contract – correspondence
2.1. Our offers are subject to change and non-binding until contract conclusion, unless we have expressly designated them as binding or they are otherwise clearly marked as such.
2.2. If the contract is not concluded by signing a contract document, the contract will not be concluded until our order confirmation has been sent after receipt of the Customer’s order.
2.3. All agreements and commitments on our part, in particular verbal, supplementary and amending agreements and commitments, are only binding if they are contained in the contract document or have been confirmed by us in writing or in text form.
2.4. We are not obliged to check the power of representation of the persons acting on the Customer’s behalf. The Customer represents and warrants that any persons acting on behalf of the Customer have the power and authority to enter into contracts and agreements on behalf of the Customer and to bind the Customer to such contracts and agreements. These persons are therefore deemed to have representation authorization.
2.5. If the contract is concluded on an electronic platform, the regulations provided on the platform apply to it in addition to these Terms.
2.6. Our offers and order confirmations as well as the resulting contracts are based on the information available at the time of submitting the offer, confirmation and conclusion of the contract. If, after conclusion of the contract, it transpires that our information was incomplete or incorrect despite the required care in commercial dealings being exercised and if the contractual basis changes significantly as a result, we are entitled to demand that the Customer amend the contract in consideration of the new information. A material change is deemed to have taken place if, in the opinion of an objective third party, we would not have sensibly concluded the contract under the agreed conditions. If no agreement is reached on the amendment, an arbitrator appointed by the American Arbitration Association located in New York State, United States of America shall settle the disputed points at the request of one of the parties.
2.7. Section 2.6 above shall also apply mutatis mutandis if we begin to carry out the delivery at the Customer’s request, although we have not yet been able to draw up a final offer due to a lack of information and the Customer is aware of this. The same applies in the event of subsequent changes to the delivery requested by the Customer, in particular to the scope of delivery or the deliverable, insofar as we have pointed out the necessity of a contract amendment before the delivery is carried out and the contractual partner has not objected to its implementation, although an agreement on the amendment has not yet been reached.
3. Involvement of the Customer on contract conclusion
3.1. The Customer shall provide us with all the information and data necessary to enable us to prepare our offers and order confirmations in a complete, correct and final manner. The Customer is responsible for the correctness and completeness of their information and data. This applies in particular to data of a technical nature, such as weights and dimensions, as well as to all illustrations and drawings.
3.2. Insofar as it is agreed that we must obtain certain information and data ourselves, the Customer shall give us the necessary opportunity to do so.
3.3. If the information and data received is incorrect or incomplete, we are entitled to amend the contract in accordance with Section 2.6 of these Terms. The same applies if we have not been given sufficient opportunity to obtain information and data despite a corresponding request.
3.4. We are only obliged to check the plausibility of the information and data received with regard to correctness and completeness. We are not entitled to amend the contract if we should have recognized the incorrectness or incompleteness of the information and data when carrying out the plausibility check. There is no further audit obligation.
3.5. The Customer must check our order confirmations for correctness without delay, at the latest within 5 business days (excluding Saturdays, Sundays, and federally recognized holidays in the United States of America), and object in writing or in text form if and to the extent that the order confirmation does not correctly reflect the agreements made. Otherwise, the contract and the content of the order confirmation shall be deemed to have been concluded, unless we have fraudulently deviated from the agreements made in the order confirmation.
4. Agreement on remuneration
4.1. The agreed remuneration only covers the service and scope of delivery listed in the contract document or the order confirmation. Additional and special services/deliveries must be remunerated separately by the Customer. Insofar as no agreement is reached on the separate remuneration, the Customer shall owe our list price valid at the time of delivery/performance and, in the absence of such, the remuneration customary in the industry, or alternatively the remuneration for similar services in a similar industry.
4.2. Ancillary costs, such as for packaging, transport, insurance, customs clearance or assembly, are only included in the agreed remuneration if explicitly listed in the contract document or the order confirmation. Otherwise, they shall be remunerated separately.
4.3. Remuneration excludes all taxes, including, without limitation, sales tax, levied on the delivery owed payable by us. Additional taxes and duties under local, state, or federal law shall be paid by the Customer shall not affect the remuneration agreement.
4.4. Our offer prices are quoted in United States Dollars. If a different currency is agreed for the remuneration, the remuneration must be adjusted in the same ratio as the exchange rate published by the Wall Street Journal at the time of payment (date of receipt of money by us) changes to our disadvantage compared to the date of contract conclusion. An insignificant change in the exchange rate shall not be taken into account.
4.5. We shall be entitled to adjust the remuneration if we can prove that the energy, logistics and/or third-party costs have increased at the time the aforementioned costs are incurred compared to the time the contract was concluded and that the remuneration for the overall product would change significantly as a result. The adjustment shall be equivalent to the amount of the change. This applies in particular if there is a longer period between contract conclusion and the time the costs are incurred. The right to adjustment is excluded if and to the extent that we are solely at fault for the cost increase, e.g. due to the improper planning of our services in breach of our duty of care.
4.6. If the planned delivery date is delayed for reasons for which we are responsible and the prerequisites for a remuneration adjustment occur as a result, then we shall not be entitled to such an adjustment.
5. Place, type and scope of delivery, transfer of risk
5.1. All deliveries are made ex works (EXW according to Incoterms® 2020), unless otherwise agreed upon in writing by the parties. The risk of loss for which we are not responsible or of damage (deterioration) to the goods through no fault of our own shall pass to the Customer as soon as the goods have been handed over to the carrier. This also applies if we transport the goods ourselves or arrange for the goods to be shipped.
5.2. The choice of the type of shipment as well as the packaging and choice of carrier is solely at our due discretion. We only insure goods against any transport risks at the express request and expense of the Customer.
5.3. We are entitled to make partial deliveries unless the Customer proves that the partial delivery cannot be used for the contractually agreed purpose or is unreasonable for other reasons.
6. Delivery date
6.1. Specified deadlines and dates for deliveries are always only regarded as probable dates. They are only binding if they are expressly designated as such or otherwise clearly marked as binding.
6.2. If shipment of the goods has been agreed, the deadlines and dates specified for a delivery refer to the time of handover to the carrier.
6.3. A fixed delivery date only applies if it is expressly designated as such and the delivery is pointless for the Customer on another date, in particular at a later date.
6.4. Our production is based on the just-in-time principle and we are therefore not obliged to produce goods for keeping in stock for the purpose of meeting agreed deadlines and dates.
6.5. We shall not be liable for delays in delivery – or for impossibility of performance – if these are due to force majeure or other reasons that we have not caused. Such reasons include, for example, unforeseeable difficulties in the procurement of raw materials or energy, a lack of or improper supply by – not considered unreliable – suppliers, measures by the government and its authorities for which we are not responsible, unforeseeable difficulties in the transport sector and/or the availability of storage or transport capacities, a shortage of staff due to illness or strike, or other operational disruptions of any kind for which we are not responsible.
6.6. In the event of delivery delays within the meaning of Section 6.5, the agreed deadlines and periods shall be extended by the time of the impediment plus an appropriate execution period after the reason for the hindrance no longer exists. In the event of these delivery delays, the Customer is entitled to withdraw from the contract if they can prove that delivery at a later date is no longer of interest to them or is unreasonable for other reasons. We may withdraw from the contract if we can no longer be expected to continue to adhere to it, at least not under the existing contractual conditions. There are no further claims by either party.
6.7. If we are in default of delivery, the Customer can only assert relevant rights if they have set a reasonable grace period, unless they can prove that setting a grace period is unreasonable for them. In all other respects, the Customer may only assert their rights relating to the undelivered part of the delivery.
7. Performance of the delivery
7.1. We shall perform deliveries in accordance with the contractual agreements made and the relevant legal norms.
7.2.1. The Customer shall provide us with the best possible support and cooperation in the execution of the deliveries in accordance with the agreements made and the requirements resulting from the type of goods to be delivered. In particular, the Customer shall provide us with all the information and documents required for proper delivery. For this purpose, the Customer must provide us with a sufficiently informed contact person and ensure that they can be reached.
7.2.2. Insofar as we have to assemble the goods, unimpeded access to the assembly site must be granted to us on the planned date, as well as electricity, water, lighting, equipment for sustainable waste disposal, the necessary social and sanitary facilities and an Internet connection. The assembly site must be free of foreign objects, swept clean and, if necessary, be heatable. Sufficiently paved access for trucks and access to the assembly site must be at ground level. If necessary, the assembly site must be closed and lockable to protect against theft and vandalism.
7.2.3. Construction and other preliminary work to be provided by the Customer, such as the construction of foundations, lines, connections and the like, must be completed. Any necessary permits, in particular those required under construction, safety or emission control law, must be obtained by the Customer at their own expense. Furthermore, the Customer is responsible for obtaining the necessary permits for Sunday and holiday work as well as the necessary permits for the special use of roads.
7.3. If the Customer does not or not sufficiently fulfil their obligation to cooperate, they shall reimburse us for all additional expenses incurred as a result. Expenses incurred are reimbursed upon presentation of proof unless they are disproportionate. The time spent must be remunerated in accordance with the prices generally applicable to us and, in the absence of such, in accordance with the prices customary in the industry.
7.4. We reserve further rights related to the delivery of all goods.
8. Acceptance and inspection of goods
8.1. The Customer undertakes to inspect the delivered goods for visible transport damage immediately upon acceptance. If the packaging shows signs of damage, the Customer undertakes to open the packaging and inspect the contents for visible damage. Any damage found must be noted on the shipping documents. The Customer undertakes to notify us and the carrier immediately of any damage found and to take all measures so that any damage can be claimed from the carrier. Damaged goods must be documented and stored until claims settlement is complete. Insofar as the Customer does not comply with the aforementioned obligations to cooperate, they must bear all the resulting disadvantages in the settlement of claims itself.
8.2. The Customer undertakes to accept the delivered goods and to inspect them immediately upon receipt and, if there is a defect, to notify us thereof immediately in writing or in text form. If, despite examination, a defect is not recognizable until later, the notification period is 2 business days (as defined above) after the defect has been determined. In order to ensure that the notification is timely our receipt of it is necessary. The notification must describe the defect as precisely as possible to allow us to get an idea of what the defect is. At our request, the Customer shall provide us with photographs of the defect.
8.3. The periods specified in Section 8.2 shall be extended if and to the extent that the Customer proves that a longer obligation to examine and give notice of defects was required in the circumstances of the individual case and in the ordinary course of business.
8.4. If the Customer fails to give timely notice of the defect, it shall be deemed to have been approved and the Customer’s claims arising from the defect shall be excluded. This does not apply if we have fraudulently concealed the defect.
8.5. If an explicit goods acceptance by the Customer has been agreed, the Customer shall accept the goods, provided that there are no defects preventing acceptance. The goods shall be deemed to have been accepted if the Customer begins to use the goods after delivery and, if applicable, assembly of the goods, or fails to declare acceptance within 10 business days (as defined above) of our request, without having reported defects.
8.6. If the goods delivery is delayed for reasons for which the Customer is at fault or which lie within their area of risk, we are entitled to store the goods or have them stored at the Customer’s expense.
8.7 Notwithstanding anything to the contrary herein, we reserve the right to change the specifications to any goods, or make modifications which might alter the design of the goods without prior notice to the Customer. We shall have no obligation to modify goods previously ordered or previously delivered to Customer.
9. Liability for material defects and returns
9.1. We are obliged to deliver the goods free of material defects, i.e., at the agreed quality and, if such is not agreed, at the customary quality of goods of the same type expected by the Customer and with the contractually required suitability or suitability for normal use.
9.2. The quality of the goods and their contractually presumed suitability can be found in the contract document or the order confirmation. However, the information contained therein is only binding if it is expressly designated as binding or if its binding nature clearly arises from the purpose of the contract. Otherwise, our specifications, such as technical data (dimensions, weights and the like), the description of the goods and their illustration or drawing, are only approximate.
9.3. Deviations customary in the industry, the utilization of recognized tolerances and all changes made to the goods after contract conclusion (e.g. changes of a technical nature or the use of other components), insofar as this does not result in any reduction in quality and does not impair the contractually stipulated suitability, do not constitute a defect. Minor defects that only insignificantly impair the interests of the Customer do not constitute claims for defects. Furthermore, we do not assume any warranty for consumables, such as lamps, unless we have manufactured them ourselves.
9.4. A material defect must already be present at the time of goods collection or dispatch, as in the case of design or material defects. Deterioration of the goods, the cause of which arose afterwards, such as damage during transport, normal wear and tear, improper use, modification of the goods by third parties or other interventions, are not material defects. Shortages and incorrect deliveries are considered to be material defects.
9.5. In the event of a material defect occurring within the warranty period and notified in good time in accordance with Section 8 of above, we shall rectify the defect in the delivered goods or deliver defect-free goods instead of the defective goods. We have the exclusive right to choose between rectification of defects and replacement delivery, provided that the choice made is not unreasonable for the Customer in the individual case.
9.6. In the event of a notification of defects, we can demand that the Customer send the rejected goods to us carriage paid for the purpose of inspection. Instead of sending them, we can request that the Customer take photos or video recordings of the defective goods and send them to us. In the event of a justified notification of defects, we shall reimburse the Customer for the costs of the most cost-effective shipping method. Moreover, in the event of a justified notification of defects, we shall bear the costs of rectifying the defect or supplying a replacement, with the exception of the costs incurred due to the goods not being located at the destination specified in the contract. If the notification of defects is unjustified, the Customer shall reimburse us for all expenses arising from the inspection and examination of the goods.
9.7. The Customer may withdraw from the contract if the rectification of defects or replacement delivery fails more than once, is impossible or unreasonable, or is unjustifiably refused by us or is unreasonably delayed despite a sufficient deadline having been set. The right of withdrawal is limited to the defective part of the delivery, unless the Customer demonstrably has no interest in the defect-free part of the delivery. Instead of the partial withdrawal from the contract, the Customer may reduce the purchase price attributable to the defective part of the delivery appropriately.
9.8. If the defect is our fault, the Customer may claim damages in accordance with Section 10 below.
9.9. The Customer shall not be entitled to any further claims for defects other than those described above.
9.10. The warranty period (limitation period for claims for defects) shall be 12 months. In the case of goods deliveries with goods handover, this period shall begin with the handover of goods and in the case of other services with the end of performance; if acceptance is provided for, this period begins with acceptance.
9.11. If we agree in advance, the Customer is entitled to return goods, even if we would not be obliged to take back the goods (returns), e.g., due to lack of material defects. However, the Customer must bear the handling and shipping costs for these returns, which must be securely packed. Risk shall only transfer once the returns have been received by us. We only issue credit notes for returns according to the condition of the goods.
9.12. Notwithstanding anything to the contrary herein, the warranties under this Section 9 do not apply where the goods have: (a) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by the Company; (b) been reconstructed, repaired, or altered by persons other than the Company or our employees or representatives; or (c) been used with any, hardware, or product that has not been previously approved in writing by the Company.
9.13. Products or goods manufactured by a third party (“Third Party Product”) may contain, be contained in, incorporated into, attached to, or packaged together with the goods sold by the Company. Third-Party Products are not covered by the warranties set forth in Section 9. For the avoidance of doubt, we make no representations or warranties with respect to any Third-Party Product.
10. Claims for damages and other liability
10.1. Notwithstanding any other provision of these Terms, this Section 10.1 contains Customer’s exclusive remedy for defective goods. Customer’s remedy under this Section 10.1 is conditioned upon Customer’s compliance with its obligations under Section 10.1(a) and Section 10.1(b). During the applicable warranty period, with respect to any allegedly defective goods: (a) Customer shall notify us, in writing, of any alleged claim or defect within 5 business days (defined above) from the date Customer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable warranty period); (b) Customer shall ship, at its expense and risk of loss, such allegedly defective goods to our facility located at 700 Technibilt Drive, Newton, North Carolina 28658 for inspection and testing by the Company; (c) If our inspection and testing reveals, to our reasonable satisfaction, that such goods are defective and any such defect has not been caused or contributed to by any of the factors described under Section 9.12, we shall in our sole discretion, and at our expense (subject to Section 10.1(b) and Section 10.1(d)), (i) repair or replace such defective goods, or (ii) credit or refund the renumeration paid by Customer for such defective goods less any applicable discounts, rebates or credits; (d) if we exercise our option to repair or replace, we shall, after receiving Customer’s shipment of such defective goods, ship to Customer, at our expense, the repaired or replaced goods to a location designated by Customer.
Customer has no right to return for repair, replacement, credit, or refund any goods except as set forth in this Section 10.1. In no event shall Customer reconstruct, repair, alter, or replace any goods, in whole or in part, either itself or by or through any third party.
THIS SECTION 10.1 SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9.
10.2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, 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 ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY COMPANY, OR ANY OTHER PERSON ON COMPANY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 OF THESE TERMS.
10.3. COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, AND MEMBERS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN INDIVIDUAL TRANSACTION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMPANY PURSUANT TO THE CORRESPONDING INDIVIDUAL TRANSACTION.
11. Payment and retention of title
11.1. Our invoices are payable without deduction within thirty (30) calendar days of receipt. The date the payment is received by us shall be decisive for the payment date. Payment by cheque is excluded.
11.2. If the Customer is in default of payment, they must pay interest on the outstanding amount from the time of default at the statutory interest rate; the assertion of higher interest and damages in the event of default remains unaffected.
11.3. Offsetting against counterclaims of the Customer and withholding payments due to such claims is only permitted if these counterclaims are not disputed by us or have been legally established.
11.4. Title to the goods transfers to the Customer upon delivery to the designated carrier, subject to Customer’s payment in full of all invoiced amounts or unless otherwise agreed upon by the parties in writing.
12. Ownership and intellectual property rights
12.1. All documents and other items, such as plans, drawings, illustrations, brochures, catalogues, models, remain our property and must be returned upon first request, insofar as these documents and items are not intended to remain the permanent property of the Customer according to the purpose of the contract or the nature of the item.
12.2. Customer acknowledges and agrees that: (a) any and all intellectual property rights of the Company (“Company Intellectual Property Rights”) are the sole and exclusive property of the Company or its licensors; (b) Customer shall not acquire any ownership interest in any of Company Intellectual Property Rights under these Terms; (c) any goodwill derived from the use by Customer of Company Intellectual Property Rights inures to the benefit of Company or its licensors, as the case may be; (d) if Customer acquires any intellectual property rights, rights in or relating to any Company Intellectual Property Rights (including any rights in any trademarks, derivative works, or patent improvements relating thereto) by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Company or its licensors, as the case may be, without further action by either of the parties; and (e) Customer shall use Company Intellectual Property Rights solely for purposes of using the goods under these Terms and only in accordance with these Terms and the instructions of the Company. Company Intellectual Property Rights may not be used for any other purpose or made accessible to third parties without the Company’s express consent.
12.3. In connection with the delivery, we do not transfer any intellectual property rights, unless this has been expressly agreed with us in writing or text form.
12.4. We are not liable for infringements of intellectual property rights caused by the Customer. Insofar as the infringement of intellectual property rights was jointly caused, the parties shall be liable in the internal relationship in accordance with their share of the cause.
12.5. If the Customer provides us with means for the purpose of preparing a quotation or performing a service, such as samples, plans, product parts and the like, they must ensure that no third-party property rights are infringed. If a third party asserts claims against us due to possible infringements of intellectual property rights, the Customer must indemnify us, in full, from these claims upon written request.
13. Confidentiality
13.1. Company or Customer (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, goods and services, confidential information and materials comprising or relating to intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.
13.02. The Receiving Party shall, for 5 years from disclosure of such Confidential Information: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (c) not disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms.
The Receiving Party shall be responsible for any breach of this Section 13 caused by any of its representatives, employees, or contractors. At the Disclosing Party’s written request, the Receiving Party shall promptly destroy all Confidential Information and copies thereof that it has received from Disclosing Party.
14. Miscellaneous provisions
14.1. We reserve the right to amend or modify these Terms at any time. These Terms, as amended shall also apply to existing contracts, provided that we have informed the Customer that we have amended these Terms.
14.2. Customer may not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of the Company. The Company may assign any of its rights or delegate any of its obligations to without the prior written consent of Customer. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under these Terms.
14.3. These Terms and all contracts (including any and all exhibits, schedules, attachments, and appendices attached hereto or thereto) between the Company and the Customer, and all matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any contract between the Company and the Customer.
14.4. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to these Terms or any other contract between the parties (including any and all exhibits, schedules, attachments, and appendices attached hereto and thereto), and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the federal or state courts located in the State of Delaware, United States of America, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in federal or state courts located in the State of Delaware, United States of America. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
14.5. Should any provision of these Terms be or become invalid, the remaining provisions shall remain unaffected thereby. The invalid provision shall be replaced by a valid provision which comes as close as possible to the purpose of the invalid provision. An inadmissible measure shall be replaced by an admissible measure which comes as close as possible to the inadmissible measure.
14.6. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing and addressed to the Company at its address set forth below. All Notices must be delivered by personal delivery, internationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Notwithstanding the foregoing, Notice given by facsimile or e-mail (with confirmation of transmission) will satisfy the requirements of this Section 14.6 if such Notice is also delivered by personal delivery, internationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section. Company’s address for all Notices: 700 Technibilt Drive, P.O. Box 310, Newton, North Carolina 28658.
14.7. These Terms are binding on and inures to the benefit of the parties to these Terms and their respective permitted successors and permitted assigns.