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Terms and Conditions

These Terms and Conditions shall govern the purchase of all goods (Items) described in this Purchase Order.

  1. Acceptance. The Vendor's signature represents its acceptance of and agreement to furnish and deliver all Items set forth or identified in this Purchase Order, all subject to these Terms and Conditions.

  2. Risk of Loss. Risk of loss, damage or destruction of or to any Item remains with Seller until receipt of possession thereby by Purchaser.

  3. Warranties; Intellectual Property. Seller warrants that neither the Items nor any underlying technology or properties violate or infringe upon the rights created under, arising out of or related to any Trademark or Patent or other intellectual property issued in favor of any third party ("Rights"), provided that Purchaser notifies Vendor, in writing, of any notice or claim of which it becomes aware. Seller agrees that it shall indemnify, save harmless and defend Purchaser from and against any and all claims that sale of any item constitutes a violation of or infringement upon any Rights. Such indemnity shall include, but not be limited to, all damages, expenses and attorney's fees. Vendor shall not enter into any settlement, adjustment or compromise that affects Purchaser's rights or interest without Purchaser's prior written approval. The parties shall provide such assistance and cooperation as reasonably requested by the other or its counsel in connection with such indemnified claim at Vendor's expense.

  4. Returns. Without waiving and in addition to its rights to indemnity, in the event there is any defect or damage to any Item at or prior to the time Purchaser has accepted possession and had a reasonable opportunity to inspect, or if any claim is made that any Item has violated or infringed upon any right created or related to any Trademark or Patent, then Purchaser shall have the right to return any such Items and to receive an immediate and complete refund of any and all amounts paid for such Item upon notification by Purchaser of any such defect, damage, infringement or violation, provided that Purchaser shall be obligated to immediately return all such Items to Seller, at Seller's cost and expense.

  5. Duty to Correct. In addition to Vendor's indemnity obligations, Vendor will, upon mutual agreement with Purchaser, and where commercially practicable to do so, either: (i) procure for Purchaser from the person(s) claiming infringement the right to use, distribute and sell the products, or any affected part thereof, or (ii) modify the allegedly infringing item to make it non-infringing, or substitute the allegedly infringing item with a non-infringing one, provided that the functionality or performance of the modified or substituted item remains substantially the same and is satisfactory, in Purchaser's exclusive discretion.

  6. General, This Purchase Order, inclusive of the Terms and Conditions, constitutes the entire Agreement between the parties, superseding all prior or collateral agreements, discussions and/or understandings, whether written or oral. This Agreement may only be amended in writing, signed by both parties and may only be waived by a writing signed by the party. Acceptance of this Agreement may be in counterparts, which together shall constitute one and the same instrument. This Agreement and performance hereunder shall be governed by the laws of the State of Florida, to the exclusion of the United Nations Convention on Contracts for the International Sale of Items (Vienna Convention of 1980). The exclusive jurisdiction of and venue for any disputes shall be in the State and Federal Courts in Miami-Dade County, Florida. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder shall be in no way be affected or impaired.