Purchase Order Terms And Conditions

  1. CONTRACT: These Purchase Order Terms and Conditions ("Terms and Conditions") apply to purchase orders ("Purchase Orders") by Acuity Specialty Products, Inc. (d/b/a: Zep Sales & Service, Zep Manufacturing, and AFCO US) and its subsidiaries: (i) Amrep, Inc. (d/b/a: Zep Commercial Sales & Service (each individually a "PURCHASER") for products and/or services ("Goods") supplied by the provider of the goods or services ("SELLER"). SELLER'S ACCEPTANCE OF ANY PURCHASE ORDER ISSUED BY PURCHASER IS EXPRESSLY MADE CONDITIONAL ON SELLER'S ASSENT TO THESE TERMS AND CONDITIONS AND PURCHASER HEREBY OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS IN ANY RESPONSE TO THIS OFFER. The parties intend that these Terms and Conditions, together with the description of Goods and other information on PURCHASER's Purchase Order, constitute the final, complete, exclusive and fully integrated terms of the contract. Any other prior or contemporaneous agreements, oral or written, are hereby negated. Any modification or waiver of these Terms and Conditions, whether evidenced by language or conduct, shall be null and void unless they are evidenced by a writing signed by an authorized representative of PURCHASER. PURCHASER hereby rejects all pre-printed terms and conditions proposed by SELLER in any quotation issued by SELLER, even if there is a reference in a Purchase Order to SELLER鈥檚 quotation or other form related to the Goods. SELLER鈥橲 WRITTEN ACKNOWLEDGMENT OF A PURCHASE ORDER, COMMENCEMENT OF WORK ON THE GOODS, OR DELIVERY OF ANY GOODS HEREUNDER WILL CONSTITUTE ITS UNCONDITIONAL ACCEPTANCE OF THESE TERMS AND CONDITIONS.

  2. DELIVERY. Delivery shall be made at such place or places as PURCHASER may specify, in accordance with the shipping instructions established by PURCHASER in this Purchase Order or in subsequent notices to SELLER. TIME IS OF THE ESSENCE in fulfillment of this Purchase Order. SELLER shall keep PURCHASER fully informed of progress under this Purchase Order and promptly notify PURCHASER whenever there is doubt that delivery will be affected on schedule. SELLER shall follow PURCHASER鈥檚 instructions as to manner of shipment, carriers, routing, prepayment of freight, and other matters. If by reason of SELLER鈥檚 progress under this Purchase Order or otherwise, there is reasonable expectation that delivery schedules will not be met, PURCHASER may, at its option: (i) without liability, cancel PURCHASER鈥檚 obligation under this Purchase Order as to the Goods which have not been delivered, (ii) effect cover, and (iii) charge SELLER with any loss incurred. If the Goods are delivered in advance of the delivery schedule, PURCHASER may, at its option, (a) return the Goods at SELLER鈥檚 expense for redelivery at the proper time, (b) withhold payment for the Goods until such time as payment would have become due had delivery been made at the time provided for in this Purchase Order, or (c) place the Goods in storage at SELLER鈥檚 expense and for SELLER鈥檚 account until the time provided for delivery. Unless otherwise specified by PURCHASER in writing, all shipments under this Purchase Order shall be FOB Destination (PURCHASER鈥檚 specified location), and SELLER shall arrange for shipping and insurance.

  3. TITLE AND RISK OF LOSS. Title to the Goods shall not pass until said Goods have actually been received by PURCHASER or its designee, notwithstanding any agreement to the contrary, including, but not by way of limitation, any agreement to pay freight, express or other transportation or insurance charges. Risk of loss or damage in transit prior to such actual receipt by PURCHASER or its designee shall be borne by SELLER. Nothing herein contained, however, shall be construed as depriving PURCHASER of its interest, or limiting such interest, in the Goods herein described prior to such actual receipt.

  4. PRICE. Prices stated on this Purchase Order apply to all shipments made hereunder and SELLER warrants that the prices do not exceed the prices SELLER charges other buyers for the same type of product in comparable quantities. PURCHASER shall have no obligation to honor invoices for Goods at any increased price until such increase has been confirmed in writing by PURCHASER鈥檚 authorized agent. SELLER shall separately state on its invoices the amount of any tax applicable to the sale under this Purchase Order and payable by PURCHASER in the absence of evidence of lawful exemption. Unless otherwise expressly stated on the Purchase Order, the price set forth on the Purchase Order shall include all charges, freight, and packaging.

  5. SHIPPING INSTRUCTIONS; NOTICE OF SHIPMENT. Unless otherwise specified, packages must bear this Purchase Order number. No packaging, shipping or handling charges shall be charged to PURCHASER unless specified on the face hereof. If PURCHASER specifies a method of shipment or specific carrier, SELLER shall use such method of shipment or specific carrier. All Goods must be suitably packed and classified to assure the lowest transportation rates consistent with full protection against loss or damage in transit and to meet the carrier鈥檚 requirements.

  6. INVOICE AND SHIPPING DOCUMENTS. Immediately upon shipment of the Goods, SELLER shall provide to PURCHASER (an invoice for the Goods shipped, which shall accurately set forth the date, place and mode of shipment (including, in the case of carload, identification of the car and routing thereof), the number of packages or other containers shipped, the contents of each package or other container, and the Purchase Order number. Such invoice shall be provided to PURCHASER in the method specified by PURCHASER. There shall be included with such invoice a聽copy of each shipping document, including express receipts. PURCHASER agrees to pay all undisputed amounts reflected on each invoice within sixty (60) days following receipt thereof or by such other date as set forth herein. PURCHASER may withhold or set off from any payment any amount as to which a dispute exists under any Purchase Order or against any amount due PURCHASER or any affiliate of PURCHASER under any transaction with SELLER.

  7. DELIVERIES. Time is of the essence in SELLER's performance of this Purchase Order. Delivery must be affected within the time stated on this Purchase Order or otherwise agreed upon in writing. Any Goods delivered thereafter may be rejected or returned at SELLER鈥檚 risk and expense unless PURCHASER has authorized such late shipment in writing for each instance. SELLER shall promptly notify PURCHASER of any actual or anticipated delay in delivery and shall take all reasonable steps to avoid or end such delay without additional cost to PURCHASER including payment for expedited shipping at SELLER鈥檚 expense. If SELLER fails to deliver any shipment of Goods in accordance with PURCHASER鈥檚 instructions, PURCHASER may cancel the Purchase Order for such Goods and/or purchase substitute goods, in which event, SELLER will reimburse PURCHASER for its costs in procuring the substitute goods as well as additional production expenses. These costs may include, but are not limited to, premium freight, overtime, production downtime, rework, inspection, expediting and the like. If applicable, these costs shall also include any charges incurred by PURCHASER from any customer of PURCHASER.

  8. WARRANTY. SELLER makes the following warranties for the Goods to the PURCHASER, its successors, assigns, customers and the users of the Goods, and all such warranties shall be in addition to any and all other warranties, express or implied, which may be prescribed by law or in equity: (i) SELLER shall, at the date of delivery, have full, good and marketable title to the Goods; (ii) the Goods shall be free and clear of any and all liens, restrictions and encumbrances; (iii) the Goods shall be new, fit and sufficient for their intended uses, and conform to specifications, drawings, and other descriptions supplied by PURCHASER and shall be free from defects (patent or latent) in materials and workmanship; (iv) the Goods will be free from defects in design; (v) SELLER has complied with all quality standards and procedures furnished by PURCHASER or generally applicable in the industry and all applicable laws, regulations, standards, ordinances and orders in performing the Purchase Order; and (vi) the prices charged to PURCHASER for the Goods are and will remain no less favorable than SELLER's prices to other customers for the same or comparable goods or services and SELLER will reduce its prices under this Purchase Order if necessary at any time to maintain this warranty. Such warranties, including warranties prescribed by law, shall run for a period of two (2) years after delivery to the location specified by PURCHASER unless otherwise stated.
    SELLER warrants that all services which are part of the Goods will be performed in a professional manner and consistent with the highest standards in the industry for similar services. In the event of any breach of the warranty for services, SELLER shall reperform such services without any cost to PURCHASER.

  9. COMPLIANCE WITH LAWS. SELLERshall comply with and give all certifications, stipulations, and representations required by all applicable Executive Orders, federal, state, and local laws, and the rules, regulations, orders and requirements hereunder. SELLER shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), said clauses being herewith incorporated into this Purchase Order by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with physical or mental disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that parties take affirmative action ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or physical or mental disability.

  10. CONFORMANCE WITH WARRANTIES-REJECTIONS. SELLER,will at its expense, perform such tests and inspections of the Goods as are required to confirm that the Goods conform to the warranties of these Terms and Conditions. If any of the Goods are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, prior to shipment to a customer of PURCHASER, PURCHASER may reject such Goods and rejection will be effected by written notice to SELLER (e-mail notice shall also be sufficient notice under this paragraph). PURCHASER may reject an entire lot of Goods based on a sampling, and any such lot shall be returned to SELLER for one hundred percent (100%) retesting at SELLER鈥檚 cost. Rejected Goods will be held by PURCHASER for a reasonable time for disposition at SELLER鈥檚 risk and expense, and PURCHASER will take a credit against future amounts due to SELLER at full billing price, including freight, packaging, and a reasonable charge to cover inspection and handling, with respect to such Goods. PURCHASER may require replacement of rejected Goods, but no replacement shall be made unless ordered in writing by PURCHASER. Payments for Goods prior to inspection shall not constitute acceptance, nor will acceptance remove SELLER鈥檚 responsibility any breach of warranty. In the event any Goods are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Purchase Order, subsequent to shipment to a customer of PURCHASER, PURCHASER will notify SELLER within a reasonable time following discovery of such聽defect or other warranty breach. PURCHASER shall then return such Goods to SELLER, F.O.B. PURCHASER or PURCHASER鈥檚 customer鈥檚 facility. SELLER shall be responsible for the full cost of repairing or replacing such Goods, at PURCHASER's option and SELLER's sole expense. SELLER shall also bear all costs and expenses in connection with the shipment of Goods to or from PURCHASER. The replacement or repaired Product shall be covered by the all warranties applicable to the Goods commencing on the date the replacement or repaired Product is delivered to PURCHASER or its designee. The remedies set forth in these Terms and Conditions are in addition to any other remedies which may be available at law or in equity.

  11. TOOLS, DIES, MOLDS, FIXTURES. All tools, dies, molds, fixtures, and other equipment which PURCHASER furnishes to SELLER or for which PURCHASER makes any separately identified payment to SELLER, or which are procured by SELLER solely for use in the manufacture or production of the Goods to be furnished to PURCHASER (collectively 鈥淪pecial Tooling鈥�), shall be and remain the property of PURCHASER. . While the Special Tooling is in its possession or custody, SELLER will be responsible for any loss or damage to it and for all taxes, assessments, and similar charges levied with respect to or on it. SELLER shall insure the Special Tooling for the replacement value of the Special Tooling. SELLER will label the Special Tooling in such manner as to permit accurate identification of it at all times and will segregate it from other tooling in SELLER鈥檚 possession. SELLER will repair and maintain the Special Tooling to keep it in good working condition and will replace it at SELLER鈥檚 expense as necessary. SELLER will use the Special Tooling exclusively to produce Goods for PURCHASER hereunder and for no other use. Upon expiration, cancellation, or termination of the Purchase Order, SELLER will hold the Special Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of PURCHASER鈥檚 instructions about its removal or disposition, which will be at PURCHASER鈥檚 expense.

  12. INDEMNIFICATION AND INSURANCE. SELLERagrees to defend, indemnify and hold harmless PURCHASER, its successors, assigns, customers, affiliates, employees, agents, and users (collectively, the "Indemnified Parties"), from and against any and all claims, liabilities, losses, fines, penalties, damages and expenses (including reasonable attorneys' fees and court costs) (collectively, 鈥淟iabilities鈥�) which the Indemnified Parties may sustain or incur as a result of any claim of damage, loss, injury or death to any person or entity or property of any person or entity relating to or resulting from (i) the Goods; (ii) claimed infringement of any patent, trademark, trade secret, copyright, or other proprietary right of any other party arising out of the use, sale, importation, distribution, reproduction or licensing of the Goods ("Indemnified IP"); or (iii) any other act or omission of SELLER or its subcontractors related to the Purchaser Order, including any agents or employees engaged in the manufacture, installation, delivery, erection, repair, or operation of any Goods. If use of any Indemnified IP is enjoined, SELLER shall, at PURCHASER鈥檚 option and SELLER鈥檚 expense, either: (a) procure for PURCHASER the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Purchase Order and refund the purchase price to PURCHASER, and in all cases, SELLER shall be responsible for all related costs and expenses.
    SELLER will, at PURCHASER鈥檚 option, defend claims which are covered by the SELLER鈥檚 indemnification obligations set forth above (鈥淐overed Claims鈥�) with counsel acceptable to PURCHASER. SELLER shall not, without the written consent of PURCHASER, settle or compromise any Liabilities or consent to the entry of any judgment against PURCHASER.
    Upon the request of PURCHASER, SELLER shall furnish PURCHASER such fidelity and performance bonds as PURCHASER may reasonably specify, evidence that SELLER has adequate public liability and property damage insurance, in amounts and with companies acceptable to PURCHASER, and evidence that SELLER has made adequate provisions for satisfying workers鈥� unemployment compensation claims (including Workers鈥� Compensation Insurance at least meeting statutory requirements). SELLER shall submit to PURCHASER certificates evidencing such coverage. All such policies shall provide that the coverage thereunder shall not be terminated or materially altered without at least thirty (30) days prior written notice to PURCHASER.

  13. SUSPENSION AND CANCELLATION. In the event PURCHASER reasonably concludes that (a) by reason of war, terrorism, or other emergency conditions including but not limited to any local, state or national emergency, an epidemic or pandemic, national defense activities, inability to secure transportation, embargoes, strikes, differences with workers, accidents at PURCHASER鈥檚 plants, or any other similar or dissimilar contingency beyond PURCHASER鈥檚 reasonable control and arising subsequent to the date of this Purchase Order but before delivery, the Goods or any part thereof cannot be used by PURCHASER, or (b) for any reason, including, without limitation, the financial condition of SELLER, SELLER鈥檚 prior performance under this Purchase Order or any similar occurrence (including failure to meet reasonable delivery schedules and repeated failure to meet quality and specifications standards), or accidents or differences with workers at SELLER鈥檚 plants, SELLER鈥檚 timely performance under this Purchase Order is doubtful, then PURCHASER may, at its election, by notice to SELLER without any liability on the part of PURCHASER: (i) suspend聽shipment of the Goods or any part thereof, (ii) cancel this Purchase Order as to undelivered Goods or any part thereof, or (iii) so suspend shipment and, thereafter, during the period of suspension, cancel this Purchase Order.

  14. CHANGES. PURCHASERreserves the right at any time prior to shipment to make changes in any one or more of the following without any liability or increased cost to PURCHASER: (i) methods of shipment or packing; (ii) place of delivery; and/or (iii) time of delivery.

  15. TERMINATION WITHOUT CAUSE/BREACH BY SELLER. PURCHASERmay, at any time and without cause, terminate this Purchase Order in whole or in part by notice to SELLER specifying the extent of such termination. In the event SELLER breaches any of its obligations hereunder, PURCHASER may, at any time, terminate this Purchase Order by notifying SELLER thereof, and thereafter, PURCHASER shall have no further obligations hereunder except to pay the undisputed amounts for any Goods received by PURCHASER which are in compliance with the terms of the Purchase Order prior to the date of said termination.

  16. TAXES. Unless separately stated, SELLER agrees that all excise, occupational, sales, use, and other taxes applicable to the sale or purchase of materials or articles, or applicable to SELLER鈥檚 work or to SELLER鈥檚 receipts for the performance of the work covered by this Purchase Order shall be paid by SELLER, and SELLER shall indemnify and hold PURCHASER harmless from and against all liability for such taxes.

  17. CONFIDENTIAL INFORMATION. Except as necessary to perform this Purchase Order, as required by law (upon prior written notice to PURCHASER), or with PURCHASER鈥檚 prior written consent, SELLER will, at all times, keep confidential all information, drawings, specifications and data furnished by PURCHASER (whether in writing, electronically, orally, or visually) or derived or developed by SELLER for the purpose of performing this Purchase Order (collectively, "Confidential Information"). SELLER agrees to take all reasonable steps to protect the confidentiality of PURCHASER'S Confidential Information. SELLER will not disclose such Confidential Information, use such Confidential Information for its own benefit or for the benefit of any other party, copy it, or permit copies to be made without the prior written consent of PURCHASER. Upon termination of this Purchase Order, and, at any time upon written request, SELLER will return all copies of PURCHASER'S Confidential Information to PURCHASER. These confidentiality obligations do not apply to information or obtained by SELLER from a third party entitled to disclose it without any obligation of confidentiality, or to information that becomes public knowledge other than through disclosure by SELLER. SELLER will not publish or advertise the existence or nature of this Purchase Order without PURCHASER'S prior written consent. SELLER acknowledges that a breach of this Section may cause irreparable harm and money damages would not be a sufficient remedy and that PURCHASER may seek injunctive relief in addition to other remedies available at law or equity. SELLER鈥檚 obligations under this Section shall survive termination or completion of a Purchase Order. Confidential Information shall not include: any information: (i) which is in the public domain or enters the public domain, other than through breach of this Section by SELLER; (ii) is lawfully known by SELLER at the time of disclosure by PURCHASER; or (iii) is received by SELLER from a third party without any obligation of confidentiality provided that such third party had a right to disclose such information to SELLER without any obligation of confidentiality.

  18. GOVERNMENT CONTRACTS; ADDITIONAL TERMS. If this Purchase Order bears a U.S. Government contract number or if SELLER is otherwise informed that the Goods or services covered by this Purchase Order are to be supplied directly or indirectly to the U.S. Government, any terms and conditions which may be required to be agreed to by SELLER as a condition to supplying Goods or services pursuant to such U.S. Government contract are hereby incorporated by reference. In the event of any inconsistency between the required terms of such U.S. Government contract and the terms of this Purchase Order, the required terms of such U.S. Government contract shall apply.

  19. RIGHT OF ACCESS. SELLERshall permit any authorized representative of PURCHASER or PURCHASER鈥檚 customer to inspect any or all of the work included in this Purchase Order at SELLER鈥檚 facility upon reasonable advance notice.

  20. HAZARDOUS MATERIALS. SELLERshall provide written notice to PURCHASER upon receipt of a Purchase Order if the products or services furnished in connection therewith are subject to the laws or regulations relating to hazardous or toxic substances, or when disposed of, to regulations governing hazardous wastes, or to any other environmental or safety and health regulations. SELLER shall furnish all appropriate shipping certifications and any notices, forms or other information required to be supplied to a purchaser or user of hazardous or toxic substances pursuant to applicable laws or regulations, and instructions for shipping, safety, handling, exposure and disposal in a form sufficiently clear for use by PURCHASER鈥檚 nontechnical personnel and sufficiently specific to identify all action which the user must take concerning the material. The following certification must be made on the bill of lading: "This is to certify that the above-named articles are properly classified, described, packaged, marked and labeled and are in proper condition for transportation according to any applicable transportation regulations."

  21. MANUFACTURE. Seller shall manufacture the Goods in conformance with all applicable consumer product safety standards, bans and rules issued under the U.S. Federal Consumer Product Safety Act, the U.S. Federal Hazardous Substances Act, the U.S. Toxic Substances Control Act, Regulation (EC) n1907/2006 (REACH), Regulation (EC) No 1272/2008 (CLP), as well as any other applicable foreign, state and local laws and applicable industry standards. SELLER shall promptly provide PURCHASER with all information PURCHASER may request in order to comply with applicable laws, rules, regulations and customer requirements and shall promptly notify PURCHASER if SELLER become aware of any defects, hazards or similar matters that could give rise to the need for corrective action with respect to the Goods under any such laws and standards. SELLER shall comply with all of PURCHASER鈥檚 ethical standards/policies for suppliers and all applicable laws and regulations of any governmental authority with jurisdiction over SELLER鈥檚 activities in connection with this Purchase Order (collectively, 鈥淎pplicable Laws鈥�) and will furnish to PURCHASER any information required to enable PURCHASER to comply with Applicable Laws in PURCHASER鈥檚 use or sale of the goods/services. SELLER shall make no use of child, prison, or slave labor, nor shall SELLER engage in any unfair labor practice or violation of human rights, and all labor and/or materials used in connection with the Goods shall be employed and/or produced in compliance with applicable laws forbidding slavery and human trafficking. PURCHASER shall have the right to perform Inspections to ascertain SELLER鈥檚 compliance. SELLER will certify to, and mark products and/or packaging with, the country of origin for each product so as to satisfy the requirements of customs authorities of the country of receipt and any other Applicable Laws.

  22. LIMITATION OF LIABILITY. IN NO EVENT WILL PURCHASER BE LIABLE TO SELLER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE LEGAL THEORY ON WHICH ANY LIABILITY CLAIM IS MADE. In no event will PURCHASER'S liability to SELLER exceed the amount due under the applicable Purchase Order for the Goods.

  23. COMPLIANCE WITH EXPORT REGULATIONS. SELLERshall comply with all applicable registration and licensing requirements under the export control laws of the United States and the laws of the countries in which SELLER operates. SELLER shall not disclose, transfer or export hardware or technical data controlled under the International Traffic in Arms Regulations ("ITAR") or the Export Administration Regulations ("EAR") to any non-U.S. person or firm, including non-U.S. persons employed by or associated with SELLER, nor to any non- U.S. government, without first complying with all requirements of the ITAR or the EAR, including the requirement for obtaining an export license or other required authorization. SELLER shall provide to the PURCHASER the USML category number and/or the Export Control Classification Number, as applicable, for products and technical data delivered under this Purchase Order. SELLER shall comply with all United States Department of Commerce Safe Harbor requirements relating to the protection of personal data.

  24. CONFLICT MINERALS. SELLERwarrants and certifies that it complies with Section 1502 of the Dodd Frank Act and the Conflict Minerals Regulations and Final Rules issued by the U.S. Securities and Exchange Commission, and any subsequent rules and regulations related thereto ("Conflict Minerals Regulations"), and has implemented compliant processes to ensure its suppliers are in compliance with the Conflict Minerals Regulations. Where SELLER does not have direct and formal reporting requirements under the Conflict Minerals Regulations, and upon request by PURCHASER, SELLER agrees to provide due diligence and Responsible Country of Origin Inquiry ("RCOI") information under this Agreement to PURCHASER in support of PURCHASER鈥檚 reporting requirements (the "RCOI Requirements"). Further, SELLER shall promptly comply with all requests by PURCHASER to provide documentation, and other substantiating data and assurances with respect to its compliance with Conflict Minerals Regulations and the RCOI Requirements as PURCHASER may deem necessary from time to time. In the event: (a) PURCHASER deems SELLER is not in compliance with the Conflict Minerals Regulations or the RCOI Requirements, (b) PURCHASER is not satisfied with the outcome of any review of SELLER documentation and/or data or otherwise, or (c) SELLER does not provide the documentation, other data and/or other further assurances to PURCHASER as requested by PURCHASER, PURCHASER shall have the right to terminate any Purchase Order or any portion thereof without penalty or further liability to SELLER.

  25. FLOWDOWN. SELLERshall flow the requirements of this Article to its subcontractors and suppliers at any tier for the performance under any Purchase Order.

  26. ANTI-BRIBERY. SELLERand its lower tier subcontractors have not directly or indirectly paid, or offered or agreed to pay political contributions, fees, or commission, whether in cash or in kind, with respect to this Purchase Order or the solicitation of this Purchase Order including all purchase orders issued to date to the SELLER in furtherance of the PURCHASE ORDER or solicitation of the PURCHASE ORDER.

  27. FLOWDOWN. SELLERshall include the substance of all clauses in this Purchase Order in its subcontracts issued at all tiers pursuant to this Purchase Order.

  28. GOVERNING LAW. All matters involving the validity, interpretation, and application of these Terms and Conditions and all Purchase Orders will be controlled by the laws of the聽State of Georgia, United States of America. The parties disclaim any applicability of the U.N. Convention on the International Sale of Goods to the Order. All suits, actions, or other proceedings arising out of or relating to the Purchase Order or the subject matter thereof shall be brought only in Fulton County, Georgia. Customer hereby consents to the jurisdiction of the state and Federal courts sitting in Fulton County, Georgia, or such other venue selected by Zep, and agrees to appear in any such action upon written notice thereof.

  29. GENERAL. SELLERis an independent contractor and not PURCHASER'S employee, agent, partner or joint venturer. Notice shall be in writing by certified mail, overnight delivery or, if given by PURCHASER, by email, given to the parties at their respective addresses as communicated by the parties to each other from time to time. SELLER shall not assign or delegate any of its rights or the performance of any of its obligations under this Purchase Order without written consent of PURCHASER. In the event any provision of a Purchase Order is found to be invalid or unenforceable, the parties hereby agree that the court shall enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, shall enforce the remainder of a Purchase Order as if such provision were not included in the Purchase Order. Waiver by a party of any provision hereof shall not be deemed a waiver of future compliance therewith. Each party鈥檚 remedies herein are cumulative and additional to any other rights and remedies provided in law or equity. In the event of any arbitration or litigation involving this Purchase Order, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees and costs associated with such arbitration or litigation The Section captions herein are for reference only and shall in no way limit or define the meaning of the provisions hereof. This Purchase Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties, and supersede all other understandings or agreements related to the subject matter hereof.