1.1 These terms and conditions of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between InnovaPrep LLC or an affiliate thereof (herein, either "Seller" or “InnovaPrep”) and the purchaser (“Purchaser”) with respect to the purchase and sale of products(“Products”) and services ("Services") indicated on Sales Documents. “Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.1.2 These Terms prevail over any Purchaser’s terms, conditions, or limitations that are inconsistent with these Terms, regardless of when such terms, conditions, or limitations are provided,and all such Purchaser-furnished terms, conditions, and limitations are here by rejected. Fulfillment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms. Purchaser’s acceptance or use of any Products or Services furnished by Seller shall be deemed acceptance of these Terms.1.3 Certain Products and Services maybe subject to additional Seller-provided terms (“Supplemental Terms”) not contained herein, which, when applicable, may be referenced on or provided with Sales Documents or Seller’s websites or provided by Seller upon request.1.4 The Agreement between Seller and Purchaser, governed by these Terms, is created when Seller confirms, acknowledges or begins to fulfill Purchaser’s order. Purchaser may not modify or cancel the Agreement without the express written consent of a duly authorized officer of Seller. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.
2. Delivery and Performance
2.1 Delivery dates provided by Seller are estimates only and non-binding, and time of delivery is not of the essence. Seller shall not be liable for any delays, loss, or damage in transit.2.2 Unless otherwise agreed inwriting, Products are shipped using Seller's standard packaging and shipping methods, for which fees may apply. Unless otherwise agreed in writing signed by a duly authorized officer of Seller, all shipments to points in the U.S. shall be delivered by InnovaPrep FOB InnovaPrep’s facility. If Purchaser advises InnovaPrep that it will arrange and take responsibility for shipment of Products from InnovaPrep’s facility, InnovaPrep will assist Purchaser and provide supporting documents for transportation of the Products to Purchaser’s specified location and may be subject to a handling fee.
2.3 Seller may, in its sole discretion, make partial shipments of Products and invoice immediately therefor. Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Purchaser's order.2.4 With respect to certain Products, Seller reserves the right to (a) require the purchase of entire lots; and (b)allocate supply, to the extent such allocation is deemed necessary by Seller, among any or all customers (including Seller’s affiliates and distributors) at its sole discretion, without liability for any failure of performance which may result therefrom.2.5 Seller shall determine the location of Services. If Services are provided at Seller’s site or a third-party site authorized by Seller, Purchaser shall be responsible for any shipping and transportation costs, including any insurance costs, if applicable. If Services are provided at Purchaser’s site or another site under Purchaser’s control, Purchaser shall (a) cooperate with Seller in all matters relating to the provision of Services and provide access to premises and facilities as may reasonably be necessary or requested, including a safe work environment; (b) promptly provide any requested materials, direction, information, approvals, authorizations, or decisions (“Information”); and (c)ensure that such information is materially complete and accurate.
3. Use of Products
3.1 Purchaser shall (a) comply with all instructions, limitations, specifications, use statements or conditions of use made available by Seller, including but not limited to product data, product information and user manuals, safety data sheets, limited use information, and labeling (“Use Documents”),and (b) properly test, use, manufacture and market Products and/or materials produced with Products.3.2 Purchaser acknowledges that Products are not tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise explicitly stated in Use Documents. Purchaser is solely responsible for: (a) obtaining any necessary intellectual property permission related to the use of Products, (b) compliance with all applicable regulatory requirements and generally accepted industry standards, and (c) conducting all necessary testing and verification, including for fitness for the intended purpose.3.3 If the applicable Use Documents, including but not limited to the limited use label license, indicate that the Products are offered and sold for research purposes only, Purchaser has no express or implied authorization from Seller to use such Products for any other purpose, including, without limitation, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Purchaser shall not market, distribute, resell or export Products for any purpose, unless otherwise agreed by Seller in writing.
4. Inspection and Rejection of Nonconforming Products
4.1 Purchaser shall inspect Products no later than five (5) days after receipt("Inspection Period"). Purchaser will be deemed to have accepted the received Products unless it notifies Seller in writing of any Non conforming Products during the Inspection Period, furnishing evidence or other documentation if required. "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than identified in the Shipping Confirmation and Packing List.4.2 If Seller is notified in accordance with Section 4.1 hereof and if Seller verifies that the Products in question are, indeed, Nonconforming, then Seller shall, in its sole discretion,(a) replace such Nonconforming Products with conforming Products, or (b) credit the price for such Nonconforming Products or, in the event of partial delivery, adjust the invoice to reflect the actual quantity delivered. Seller reserves the right to inspect Products to verify that such Products are indeed Non conforming, and Seller may exercise this right prior to offering any remedy provided for in this Section. Purchaser acknowledges and agrees that the remedies set forth in this Section 4 are the exclusive remedies for delivery of Nonconforming Products.4.3 Any returns, if authorized, shall be handled in accordance with Section 8 below.
5. Price and Payment
5.1 Purchaser shall purchase Products and Services from Seller at the prices offered by Seller, including prices in a valid quotation or prices on a published price list valid as of date of the applicable Order Confirmation. If there is a price increase before Products are shipped, then the Agreement shall be construed as if the increased prices were originally inserted therein, and Purchaser shall be invoiced by Seller in accordance therewith.
5.2 All prices are exclusive of all sales, use, and excise taxes, duties, customs, tariffs, and any other similar taxes or charges of any kind imposed by any governmental authority or quasi-governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such taxes and charges; provided, however, that Purchaser shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.
5.3 InnovaPrep Standard Payment Terms are prepay, unless approved for credit terms. All payments shall be made in U.S. Dollars. Payment received via wire transfer are subject to a transaction fee of $40.00. If credit terms are approved, Purchaser shall pay all invoiced amounts within fifteen (15) days from date of invoice to the specified bank account or as otherwise instructed by Seller.
5.4 Purchaser shall pay a late charge on all late payments at the lesser of (a) the rate of eight percent (8%) per annum above the Prime Rate or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Purchaser shall reimburse Seller for all costs incurred in collecting any late payments, including court and other costs and attorneys' fees—to include paralegal fees, expert witness fees, and like charges incurred by Seller’s legal counsel. In addition to all other remedies available under these Terms or at law, Seller may, without notice to Purchaser, delay or postpone delivery of Products and/or performance of Services and may, at its option, change the terms of payment with respect to any undelivered Products and/or unperformed Services. For purposes hereof, the Prime Rate is the prime rate published in the “Money Rates” section of The Wall Street Journal on the business day last preceding the date when Purchaser’s payment first became delinquent (the “Index”). If for any reason The Wall Street Journal ceases publication or no longer publishes a prime rate in its “Money Rates” section, then the Index shall be the rate announced by a national bank chosen by Seller as its prime rate (on the business day last preceding the date when Purchaser’s payment first became delinquent), and such rate may not necessarily be the lowest rate such national bank charges to its customers. Late charge amounts collected in excess of the maximum lawful amount(if any) shall be applied to the underlying indebtedness of Purchaser to Seller, and any remainder shall be refunded to Purchaser.
5.5 Purchaser shall not withhold payment of any amounts due and payable hereunder because of any set-off of any claim or dispute with Seller, and any such attempted set-off shall be subject to the late charge obligations set forth in Section 5.4 hereof.
5.6 If Purchaser breaches or commits or permits an event of default under this Agreement, then Purchaser will be responsible to Seller not only for all amounts in default, late charges with respect thereto, and all damages resulting from the breach or default, but also Seller’s attorney’s fees, paralegal fees, costs of investigation, and other costs of litigation incurred by Seller, whether or not a lawsuit for collection is instituted.
6. License Terms for Computer Programs and Use Documents
6.1 If any computer programs or Use Documents are provided or licensed by Seller to Purchaser, including computer programs provided together or in connection with any Products or Services (“Programs”), the terms furnished with such Programs or Use Documents shall apply, whether in the form of a so-called click-wrap license or otherwise. If there are no terms provided with such Programs or Use Documents, then these Terms, including this Section 6, shall apply.
6.2 Seller grants Purchaser a nonexclusive, non-transferrable, non-sublicensable, and limited right and license to use the copy of the Program or Programs and the Use Documents as provided by Seller, provided that such Program or Programs and Use Documents are used only in connection with the Products and Services furnished by Seller and are not further reproduced, modified, altered, displayed, performed, or distributed in any way. In any case, Programs provided together or in connection with any Products or Services shall not be transferred separately from such Products or Services.
6.3 The Computer Programs, Use Documents, and related intellectual property rights are owned by Seller, an affiliate, or certain suppliers or licensors of Seller or Seller’s affiliates, and title to the Computer Programs, Use Documents, and intellectual property rights therein and thereto shall not pass to Purchaser or any other third party. Purchaser understands that its use of any third-party software is subject to, and it will comply with, the terms of any applicable third-party license agreements or notices and to the rights of any other third-party owners or providers of software or firmware included in the Software. All embodiments of Programs or Use Documents in the possession or under the control of Purchase rare furnished by Seller to Purchaser as a bailee only, and all such items shall be returned to Seller upon demand.
6.4 Purchaser shall (a) use the Programs and Use Documents only with the intended Products or Services with which such Programs or Use Documents were furnished and only for a purpose within the scope of the application for which it or they are provided, (b) not cause, permit, or suffer any reverse engineering, disassembly, de-compilation, modification or adaptation of the Programs or the combination of the Programs with any other computer programs, or (c) not move or otherwise transport the Programs or Use Documents to any country in violation of United States Foreign Asset Control Regulations or other applicable import or export control laws or regulations.
6.5 Any replacements, fixes, or upgrades of the Programs shall be provided subject to the same restrictions and other provisions contained herein, unless such replacement, fix, or upgrade is furnished with a separate license agreement. Any such replacements, fixes or upgrades shall be provided at prices and payment terms as specified by Seller.
7. Limited Warranties
7.1 Seller warrants to Purchaser that Products will conform to Seller's published specifications for (a) one (1) year from the date of shipment of Products or (b) the remaining shelf life or the period prior to the expiration date of Product, whichever is shorter.
7.2 Seller warrants that Services shall be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and Seller shall devote reasonably adequate resources to meet its obligations under the Agreement. Any claim that Seller has breached the obligation herein must be made within the ninety (90) day period after the performance of the applicableServices.
7.3 Seller warrants that the Programs, including any upgrades thereto, will materially conform to published specifications for one (1) year from date of delivery or (b) the remaining shelf life or the period prior to the expiration date of Product, whichever isshorter.
7.4 Except for the warranties set forth above, Seller makes no warranty whatsoever with respect to any Products(including Programs), any uses thereof, any Services, and any technical assistance or information furnished by Seller. SELLER EXPLICITLY AND SPECIFICALLYDISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESSED ORIMPLIED), INCLUDING (A) ANY WARRANTY OF MERCHANTABILITY, (B) ANY WARRANTY OFFITNESS FOR A PARTICULAR PURPOSE, OR (C) ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUALPROPERTY RIGHTS OF A THIRD PARTY—EVEN IF SUCH WARRANTIES WOULD OTHERWISE BEIMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OROTHERWISE. ANY SUGGESTIONS BY SELLER REGARDING USE, SELECTION, APPLICATION, ORSUITABILITY OF PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS OR IMPLIEDWARRANTY.
7.5 The limited warranties set forth above in Section 7.1 hereof do not apply unless: (a) Purchaser gives written notice of the defect to Seller immediately upon discovery; (b) if applicable, Seller is given reasonable opportunity to examine the relevant Products, Services, or Programs; and (c) the defect are verified by Seller.
7.6 The limited warranty set forth in Section 7.1 does not apply if: (a) a defect arises as a result of a breach of the obligations in Section 3; (b) any unauthorized installation, repairs, modifications, upgrades, maintenance, or other servicing of Products occurs or has occurred; (c) a defect arises as a result of normal wear and tear or lack of proper maintenance; or (d) Products are used beyond the shelf life or expiration date as set forth in the applicable Use Documents.
7.7 The limited warranty set forth in Section 7.1 does not apply if an equipment failure or defect results directly or indirectly from the following: (a) non-compliance with Use Documents; (b) any misuse, theft, water flow-back, neglect or wrongful act by Purchaser, its contractors or agents; (c) accidents or shipping related damage; (d) electrical failure; (e) vandalism, explosion, flood or fire, weather or environmental conditions; (f) defect or malfunction is caused by or results from misuse, abuse, vandalism, or improper storage; (iv) defect or malfunction results from or was caused by failures related to batteries of any type or by use of the product with other products, even if sold with the InnovaPrep product (unless InnovaPrep has specifically authorized, in writing, use of such product with the subject InnovaPrep product); (v) if there have been any alterations of serial numbers; or (vi) the product has been exposed to any level of radioactive material or has been exposed to a Biological Safety hazard ( BSL3 or higher), or (g) any unauthorized installation, repairs, modifications, upgrades, maintenance, or other servicing. If this limitation applies but Seller, at its sole discretion, elects to re-perform the applicable Services, Purchaser may be charged for fees and expenses, including but not limited to travel costs and any working time of Seller’s employees, contractors, or agents (at list rate).
7.8 The limited warranty set forth in Section 7.3 does not apply to any defects arising out of or relating (a) to Purchaser’s breach of Section 6.4; (b) to Purchaser’s failure promptly to install required updates; or (c) to the operation of Purchaser or a third-party system ornetwork.
7.9 Subject to the conditions set forth above in this Section, including the time limitations, Seller shall, in its sole discretion (a) with respect to Products or Programs, either repair or replace Products or Programs (or the defective part thereof) and if Seller is unable to repair or replace, Seller shall credit the price of such Products, Programs, or the defective part thereof; or (b) with respect to Services, re-perform the applicable Services or credit the price of such Services at the pro rata contract rate. The remedies set forth herein shall be Purchaser's sole and exclusive remedy and Seller's entire liability for any breach of its warranty.
7.10 Purchaser acknowledges that all Products (including Programs) furnished by Seller hereunder are for commercial use and not for personal, family, or household use.
8. Returns Purchaser shall not return Products without Seller’s prior written consent. Seller reserves the right to inspect Products at Purchaser’s site and/or require disposal instead of return. All returns must be in compliance with Seller’s instructions and may be subject to a restocking charge. Certain Products (e.g. buffers, temperature sensitive and custom Products or special orders) may not be returned under any circumstances. Title to returned Products shall transfer to Seller upon acceptance at the facility designated by Seller. Any returned Products must be in their original packaging with the original label affixed, and unaltered in form and content.
9. Limitation of Liability and Indemnification
9.1 Purchaser assumes all risk and liability for loss, damage, or injury to persons or to property of Purchaser or others arising out of (a) the transport, storage or use of Products or Programs, including infringement of any third-party intellectual property rights resulting from Purchaser’s specific use of Products or Programs and (b) any provision or use of Services. If Seller's performance of its obligations is prevented or delayed by any act or omission of Purchaser, its agents or subcontractors, Seller shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser or others, in each case, to the extent arising directly or indirectly from such prevention or delay.
9.2 Purchaser shall indemnify, hold harmless, and (at Seller’s option) defend Seller, its affiliates, and their respective agents, employees, and representatives from and against all claims, damages, losses, costs, and expenses (including attorney’s fees) (a) arising from or in connection with the transport, storage, sale or use of Products, (b) resulting from Purchaser’s breach of the Agreement, and/or (c) arising from the negligent or more culpable misconduct of Purchaser, its affiliates, or their respective agents, employees, partners or subcontractors.
9.3 Except as otherwise expressly provided herein, Seller shall not indemnify nor be liable to Purchaser or any person or entity for any claim, damage or loss arising out of the Products, including the sale, transport, storage, failure, use or distribution there of, the provision of Services, or the license of Programs, regardless of the theory of liability, including warranty, negligence, or strict liability. In addition, Seller shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of Purchaser to a third party. The total liability of Seller hereunder shall not exceed the purchase price of Products or Services, or the license fee of Programs involved. Without limiting the provisions regarding and limiting warranty claims here under, all claims must be brought within one (1) year of delivery of Products or Programs or performance of Services, regardless of their nature.
10. Compliance with Laws
Purchaser shall comply with all applicable laws, rules, regulations, and ordinances, including those pertaining to the following: export control, pharmaceutical, cosmetic and food preparations, electrical or electronic waste, introduction or production and use of chemical substances (e.g. Toxic Substances Control Act, REACH), and bribery and corruption (e.g. Foreign Corrupt Practices Act and UK Bribery Act). Purchaser shall maintain in effect all required licenses, permissions, authorizations, consents, and permits. Purchaser shall comply with all applicable export and import laws in its purchase and use of Products here under (including Programs) and assumes all responsibility for all shipments governed by such laws. Seller may terminate the Agreement or suspend delivery if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
11.Termination In addition to any other remedies provided hereunder, Seller may immediately terminate the Agreement upon written notice if Purchaser: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization , or assignment for the benefit of creditors.
12. Confidential Information
All non-public, confidential, secret, or proprietary information, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Seller to Purchaser or discovered by Purchaser from Seller, whether disclosed orally or disclosed or accessed in written, electronic, magnetic, optical, or other form or media, and whether or not marked, designated, or otherwise identified with the designation "confidential," “proprietary,” or secret or with some similar designation is the “Confidential Information” of Seller and may not be disclosed to any Person (except as expressly permitted herein) or used by Purchaser for its own use or for the use or benefit of any other Person, including but not limited to filing any patent applications disclosing or based on such Confidential Information, unless authorized in advance in writing by Seller. Upon request, Purchaser shall promptly return or destroy all documents and other materials received from Seller or discovered by Purchaser from Seller. Seller shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure, as substantiated by written, contemporaneously dated evidence in Purchaser’s files; or (c)rightfully obtained by Purchaser on a non-confidential basis from a third party having no obligations of nondisclosure or nonuse.
13. Force Majeure
Neither party will be in default of any obligation under this Agreement (other than obligations to pay money) to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers. The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such an event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.
14.1 No Waiver. No waiver by Seller of any provisions of the Agreement is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof.
14.2 Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves Purchaser of any of its obligations here under.
14.3 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
14.4 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or because of this Agreement.
14.5 Publicity and Use of Name. Purchaser shall not, without the prior written consent of Seller, (a) refer to Seller, its affiliates, Products or Services in any marketing, promotion or other publicity material, whether written or in electronic form, or (b) use proprietary brand names, trademarks, service marks, trade names, logos and other intellectual property owned by Seller or one of its affiliates except as specifically permitted hereunder. Purchaser may not alter, amend, obliterate, distort, or obscure proprietary brand names, trademarks, trade names, logos, and other such items or replace any such brand names, trademarks, trade names, logos, or other such items with anything.
14.6 Governing Law and Venue. All disputes and other matters arising out of or relating to this Agreement are to be governed by and construed in accordance with the internal laws of the State of Missouri. The laws of the State of Missouri will be applied without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri. The parties expressly reject the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Each of the Seller and the Purchaser irrevocably consents to and agrees to the propriety of jurisdiction and venue in the courts located in either Cass County Missouri or in the Western District of Missouri, depending upon subject matter.
14.7 Notices. Except if otherwise agreed upon by the parties, any notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the respective parties at the addresses set forth on the Proposal or to such other address that may be designated or may have been designated by the receiving party in writing in a Notice furnished in compliance herewith. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid),facsimile (with confirmation of transmission), or certified or registered mail(in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
14.8 Severability. If any term or provision of the Agreement is held to be invalid, illegal, void, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Any court that has held any term or provision of this Agreement to be invalid, illegal, void, or unenforceable is hereby authorized to reform such term or provision by limiting its scope or effect to the extent sufficient to render such term or provision valid and enforceable. If the said term or provision cannot be so-reformed, then the said term or provision shall be deemed stricken here from.
14.9 Survival. Provisions of this Agreement that, by their terms, nature, or reasonable inference therefrom should apply beyond their terms will remain in force after any termination or expiration of this Agreement, including the following provisions: Sections 3, 6, 7, 9, 12, 14.6and 14.9.
14.10 Amendment and Modification. Except as other wise set forth herein, the Agreement may only be amended or modified in writing and signed by an authorized representative of each party.
14.12 Period of Limitations. Any claim or cause of action that Purchaser has or purports to have against Seller or any of its suppliers, vendors, manufacturers, or licensors, to be timely brought, must be filed in the proper court, as provided for in Section 14.6 hereof, within one(1) year from the date the claim or cause of action accrued.
15. Certain Guides to Interpretation
15.1 The term “Person,” when used herein, means any individual, natural person, or artificial person such as a corporation, limited liability company, trust, partnership, association, or other entity.
15.2 In the Agreement, words in the singular will be deemed to include the plural and vice versa.
15.3 In the Agreement, words of one gender will be deemed to include the other genders as the context requires.
15.4 The words “or” and “any” are not exclusive.
15.5 The words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation” or words or phrases of similar meaning.
15.6 A reference to a law includes any statute, regulation, rule, or ordinance and all amendments or modifications thereto.
15.7 A reference to a Person includes such Person’s permitted successors and assigns.
15.8 A reference in the Agreement to an Article, Section, clause, paragraph, subsection, attachment, annex, exhibit or schedule is to the referenced Article, Section, clause, paragraph, subsection, annex, exhibit or schedule of the Agreement.
15.9 The terms “hereof,” “herein,” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to the Agreement as a whole (including all of the attachments thereto) and not to any particular provision of the Agreement, except where stated otherwise.