Terms of Service

1. Definitions and Interpretation

1.1. In these Terms, the following defined terms have the meanings set out below.

• "Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.
• "Business Day" means any day other than a Saturday, Sunday or public holiday in the State of Delaware, United States.
• "Client" means the business customer that places an Order or otherwise accepts these Terms.
• "Client Materials" means any designs, specifications, artwork, samples, trademarks, tooling instructions, technical information or other materials supplied by or on behalf of the Client to the Company.
• "Confidential Information" means all non-public information disclosed by one Party to the other, whether orally, in writing or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
• "Deposit" means the portion of the Order price payable on Order confirmation as set out in Clause 6.
• "Goods" means the products sourced, purchased and resold by the Company to the Client under an Order.
• "Incoterms" means the international commercial terms published by the International Chamber of Commerce in force at the date of the relevant Order Confirmation.
• "Intellectual Property Rights" or "IP Rights" means all patents, utility models, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in designs, rights in tooling and molds, database rights, rights in know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered, and all applications for and renewals or extensions of such rights.
• "Order" means an order placed by the Client for Goods and/or Services, whether submitted in writing, electronically, through the Company's ordering portal, or by any other method accepted by the Company.
• "Order Confirmation" means the Company's written or electronic acceptance of an Order, at which point a binding contract for that Order is formed.
• "Pass-Through Costs" means all third-party costs incurred by the Company in connection with an Order, including the cost of Goods, freight and shipping, insurance, duties, tariffs, customs charges, testing, inspection, certification and similar charges.
• "Services" means the sourcing, procurement, quality control, testing, product development, shipping, logistics and related services provided by the Company as described in Clause 3 or in an Order Confirmation.
• "Specifications" means the specifications, designs, samples, tolerances and acceptance criteria approved in writing by the Client for the Goods and/or Services.
• "Terms" means these Terms and Conditions of Sale and Services, as updated from time to time in accordance with Clause 20.

1.2. In these Terms, unless the context otherwise requires:

• (a) the singular includes the plural and vice versa, and a reference to one gender includes all genders;
• (b) a reference to a Clause is to a clause of these Terms;
• (c) the words "including", "include" and "in particular" are illustrative and do not limit the generality of the preceding words;
• (d) a reference to writing or written includes email and electronic communications;
• (e) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and
• (f) headings are for convenience only and do not affect the interpretation of these Terms.

2. Acceptance of Terms; Incorporation

2.1. These Terms apply to and are incorporated by reference into every Order placed by the Client and every Order Confirmation issued by the Company. By placing an Order, accepting an Order Confirmation, making any payment, or accepting delivery of any Goods or Services, the Client is deemed to have read, understood and agreed to be bound by these Terms.

2.2. These Terms, together with the applicable Order Confirmation, constitute the entire agreement between the Parties in respect of the relevant Order, and they supersede and exclude any terms and conditions that the Client may seek to impose or incorporate, whether through a purchase order, acknowledgement, or other document. No terms proposed by the Client will apply or vary these Terms unless expressly accepted in writing by an authorized officer of the Company.

2.3. The Company may update these Terms from time to time in accordance with Clause 20.8. The version of the Terms in effect at the date of the applicable Order Confirmation governs that Order.

2.4. If the person placing an Order does so on behalf of an entity, that person represents and warrants that they are authorized to bind that entity to these Terms.

3. Scope of Services and Resale of Goods

3.1. The Company acts as principal and reseller. The Company sources and purchases Goods (including from manufacturers located in the People's Republic of China and elsewhere) and resells those Goods to the Client. The Company is not the manufacturer of the Goods.

3.2. In addition to the resale of Goods, the Company may provide any of the following Services as agreed in an Order Confirmation:

• (a) sourcing and procurement, including identification and engagement of manufacturers and suppliers;
• (b) quality control and inspection;
• (c) product testing and certification coordination;
• (d) product development and design support; and
• (e) shipping, freight forwarding and logistics coordination.

3.3. The scope, deliverables and Specifications for any Order are as set out in the applicable Order Confirmation. Anything not expressly included in the Order Confirmation is excluded from the scope of that Order.

3.4. The Company may perform the Services, and procure the Goods, in the manner and sequence it considers appropriate, and may make reasonable substitutions of suppliers, manufacturers, materials or methods provided the agreed Specifications are met.

4. Orders, Quotations and Order Confirmation

4.1. Quotations, estimates, price lists and proposals issued by the Company are indicative only, do not constitute an offer, and are non-binding. They may be withdrawn, varied or corrected by the Company at any time before an Order Confirmation is issued.

4.2. An Order placed by the Client constitutes an offer by the Client to purchase Goods and/or Services on these Terms. No Order is accepted, and no binding contract is formed, until the Company issues an Order Confirmation.

4.3. The Company may in its sole discretion accept or decline any Order, in whole or in part, and may allocate available Goods, manufacturing capacity or supplier capacity among its customers as it sees fit. The Company is not obliged to give reasons for declining an Order.

4.4. Once an Order Confirmation has been issued, the Client may not cancel, reduce, reschedule or vary the Order without the Company's prior written consent. Any agreed cancellation or variation is subject to the Client reimbursing the Company for all Pass-Through Costs incurred or committed and all Services performed up to the date of cancellation or variation, together with the Company's fees on those amounts.

4.5. The Company may correct any typographical, clerical or other error or omission in any quotation, Order Confirmation, invoice or other document without liability.

5. Pricing and Fees

5.1. The price payable by the Client for each Order comprises:

• (a) the cost of the Goods plus the Company's markup, as set out in the Order Confirmation;
• (b) any fixed service or project fees for the Services, as set out in the Order Confirmation; and
• (c) all Pass-Through Costs.

5.2. All Pass-Through Costs are for the account of the Client and are payable in addition to the Company's markup and service fees. The Company may invoice Pass-Through Costs as incurred or committed, whether or not the relevant Goods have been shipped or the relevant Services completed.

5.3. Unless the Order Confirmation states otherwise, all prices are quoted and payable in United States dollars. The Client bears all currency conversion costs and the risk of exchange-rate fluctuation.

5.4. Prices are exclusive of all sales, use, value-added, goods-and-services, excise and similar taxes, and of all duties, tariffs and customs charges. The Client is responsible for all such taxes, duties, tariffs and charges (other than taxes on the Company's net income), and will pay or reimburse them to the Company on demand. If the Company is required to collect or remit any such amount, it may add it to the invoice.

5.5. The Company may adjust the price of an Order before shipment to reflect any increase in Pass-Through Costs, including increases in the cost of Goods, freight, insurance, duties, tariffs, customs charges or testing arising after the Order Confirmation, and any change in law or government action affecting those costs. The Company will notify the Client of any such adjustment.

6. Payment Terms

6.1. Unless the Order Confirmation states otherwise, the Client shall pay:

• (a) a Deposit of thirty percent (30%) of the Order price on Order confirmation; and
• (b) the balance of seventy percent (70%) of the Order price, together with all outstanding Pass-Through Costs and taxes, prior to shipment or release of the Goods.

6.2. The Company is not obliged to commence procurement or Services, to ship or to release any Goods until the corresponding payment has been received in cleared funds. Title to and possession of the Goods will not pass until payment is made in accordance with Clause 7.

6.3. Each invoice is payable net fifteen (15) days from the date of invoice, except where these Terms or the Order Confirmation require earlier payment (including the Deposit and the pre-shipment balance).

6.4. Time for payment is of the essence. If the Client fails to pay any amount when due:

• (a) the Company may charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, accruing daily from the due date until payment in full;
• (b) the Company may suspend or withhold the performance of any Services and the shipment or release of any Goods, under that Order or any other Order, until all overdue amounts (with interest) are paid;
• (c) all amounts owing by the Client to the Company under all Orders become immediately due and payable; and
• (d) the Client shall reimburse the Company for all costs of collection, including reasonable attorneys' fees.

6.5. The Client shall make all payments in full without any set-off, counterclaim, deduction or withholding, except as required by law. The Company may at any time set off any amount owing to it by the Client against any amount payable by the Company to the Client. No such right of set-off is available to the Client.

7. Title and Risk of Loss

7.1. Title to the Goods remains with the Company and does not pass to the Client until the Company has received payment in full and in cleared funds of all amounts due under the applicable Order (including the Deposit, the balance, all Pass-Through Costs and all taxes).

7.2. Risk of loss of or damage to the Goods passes to the Client in accordance with the Incoterms specified in the Order Confirmation. Unless the Order Confirmation specifies otherwise, risk passes to the Client at the point the Goods are delivered to the first carrier for shipment to the Client (FCA / delivery to first carrier).

7.3. Until title has passed to the Client, the Client shall, if the Goods are in its possession or control, store the Goods separately, keep them identifiable as the Company's property, insure them against all usual risks for their full price, and not encumber, pledge or dispose of them.

7.4. If payment is overdue in whole or in part, or the Client becomes subject to any insolvency event, the Company may (without limiting its other rights) require the Client to return Goods in which title has not passed, and the Client grants the Company an irrevocable license to enter any premises where such Goods are stored to inspect or recover them.

8. Quality Control, Testing and Product Development

8.1. Where the Order includes quality control, inspection, testing or product development Services, the Company will perform those Services with reasonable skill and care and on a reasonable-efforts basis.

8.2. Quality control, inspection and testing are assessed solely against the Specifications approved in writing by the Client. The Client is responsible for reviewing and approving all samples, Specifications, tolerances and acceptance criteria before production. The Client-approved samples and Specifications govern in all cases, and the Company has no responsibility for defects, non-conformities or performance characteristics that fall outside, or are not addressed by, the approved Specifications.

8.3. The Company does not guarantee any particular result, outcome, yield, pass rate, market acceptance or commercial success beyond conformity with the agreed Specifications. Inspection and testing may be conducted on a sampling basis in accordance with customary industry practice, and the Company does not warrant that every unit has been individually inspected or tested.

8.4. The Client is responsible for ensuring that the Specifications are complete, accurate, lawful, and fit for the Client's intended purpose and market, and that the Goods produced to those Specifications comply with all applicable laws, standards and regulations in every jurisdiction in which the Client sells, distributes or uses the Goods.

8.5. Any product development work is subject to Clause 14. Approval of a sample or prototype by the Client is deemed approval of the corresponding Specifications for production.

9. Shipping, Delivery, Customs and Import/Export

9.1. Delivery terms are governed by the Incoterms specified in the Order Confirmation. In the absence of a specified Incoterm, delivery is FCA (Free Carrier) at the point of dispatch.

9.2. Any delivery, shipment or completion dates given by the Company are estimates only and are not guaranteed. The Company is not liable for any delay in delivery or performance, and time for delivery is not of the essence. Delay in delivery does not entitle the Client to reject the Goods, cancel the Order, or claim damages.

9.3. The Company may deliver Goods in installments and invoice each installment separately. A delay or defect in one installment does not entitle the Client to cancel any other installment or Order.

9.4. The Client is responsible, at its own cost and risk, for all matters relating to the importation, exportation, customs clearance, duties, tariffs, taxes and regulatory conformity of the Goods for shipments to or within the United States, Canada and any other destination, including:

• (a) acting as importer of record and paying all duties, tariffs, customs charges and import taxes;
• (b) obtaining all import, export, and other licenses, permits and clearances required;
• (c) ensuring the Goods conform to all applicable product-safety, labeling, marking, packaging and standards requirements in the destination market, including United States and Canadian requirements; and
• (d) complying with all applicable export control, sanctions, anti-dumping and trade laws.

9.5. The Company gives no warranty or representation that the Goods comply with the laws, standards or regulatory requirements of any jurisdiction of import, use or resale. Responsibility for such compliance rests solely with the Client.

10. Warranties and Disclaimers

10.1. The Company acts as reseller and not as manufacturer. The Company gives no independent warranty of any kind in respect of the Goods.

10.2. To the extent that the manufacturer of the Goods provides any warranty that is assignable or capable of being passed through, the Company will, at the Client's written request and cost, pass through or assign to the Client the benefit of that manufacturer's warranty, to the extent it is legally able to do so. The Client's sole remedy in respect of any defect in the Goods is against the manufacturer under any such warranty.

10.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN RESPECT OF THE GOODS AND THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE. THE COMPANY DOES NOT WARRANT THAT THE GOODS ARE FREE FROM THIRD-PARTY CLAIMS PRIOR TO THE TRANSFER OF TITLE UNDER CLAUSE 7.

10.4. The Services are provided on a reasonable-efforts basis. The Company does not warrant that the Services will be error-free, uninterrupted, or achieve any particular result beyond conformity with the agreed Specifications as set out in Clause 8.

10.5. Any advice, recommendation, sample, or information given by the Company (including sourcing recommendations and estimates) is given in good faith but without warranty, and the Client relies on it at its own risk.

10.6. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company that is not set out in these Terms or the Order Confirmation.

11. Limitation of Liability

11.1. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or death or personal injury caused by a Party's negligence.

11.2. Subject to Clause 11.1, and to the maximum extent permitted by applicable law, the Company is not liable, whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, for any:

• (a) loss of profit, revenue, business, goodwill, anticipated savings or opportunity;
• (b) loss of or damage to reputation;
• (c) loss arising from any claim by a third party against the Client; or
• (d) indirect, incidental, consequential, special, exemplary or punitive damages,

in each case whether or not the Company was advised of the possibility of such loss.

11.3. Subject to Clause 11.1, and to the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or in connection with any Order, whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, is limited to the amounts actually paid by the Client to the Company for the specific Order giving rise to the claim.

11.4. The Company is not liable for any loss or damage arising from or in connection with delays in shipment or delivery, customs or import/export matters, the acts or omissions of manufacturers, carriers, inspection labs or other third parties, or any Force Majeure Event.

11.5. The Client acknowledges that the price of the Goods and Services reflects the allocation of risk in these Terms, and that the limitations and exclusions in this Clause 11 are a fundamental basis of the bargain between the Parties.

12. Indemnification by the Client

12.1. The Client shall indemnify, defend and hold harmless the Company and its Affiliates, and their respective officers, directors, employees, agents and subcontractors (each an "Indemnified Party"), from and against all claims, demands, actions, liabilities, losses, damages, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• (a) any claim that the Goods, Client Materials, or the Specifications infringe or misappropriate the Intellectual Property Rights or other rights of any third party, where the design, specification or content originated from or was directed by the Client;
• (b) any breach by the Client of any law, regulation or standard, including any product-safety, labeling, import, export, customs, sanctions or trade law of the United States, Canada or any other jurisdiction;
• (c) any product liability, personal injury, property damage or similar claim arising from the Client's sale, distribution, marketing or use of the Goods;
• (d) any breach by the Client of these Terms or any Order; and
• (e) any negligent or wrongful act or omission of the Client.

12.2. The Indemnified Party will give the Client prompt written notice of any claim for which indemnity is sought, provided that failure to give prompt notice does not relieve the Client of its obligations except to the extent the Client is materially prejudiced. The Company may participate in the defense of any such claim with counsel of its own choosing at its own expense, and the Client may not settle any claim in a manner that imposes any obligation or admission on an Indemnified Party without the Company's prior written consent.

13. Subcontracting; Third-Party Factories and Labs

13.1. The Company may subcontract or delegate the performance of any of its obligations, and may select, engage, change and manage manufacturers, suppliers, factories, freight forwarders, inspection agencies and testing laboratories, in each case in its sole discretion and without the Client's consent.

13.2. The Company remains responsible to the Client for the performance of the Services in accordance with these Terms, but is not liable for the independent acts or omissions of any manufacturer or other third party beyond the Company's obligation to perform the agreed Services with reasonable skill and care.

13.3. The Company is not required to disclose the identity, location or pricing of any manufacturer, supplier or lab, all of which the Company may treat as its Confidential Information.

14. Intellectual Property

14.1. The Company retains all right, title and interest in and to all Intellectual Property Rights in any designs, tooling, molds, processes, methods, product development work, documentation and other work product that the Company creates, develops or contributes in the course of providing the Services (the "Company IP"), until the Client has paid in full all amounts due in respect of the relevant Order and all other outstanding amounts.

14.2. Upon the Company's receipt of payment in full as described in Clause 14.1, and subject to the Client's continuing compliance with these Terms, the Company will assign or license to the Client the Company IP created specifically for the Client under the relevant Order, on the following basis:

• (a) the assignment or license extends only to Company IP created specifically for that Order and does not extend to the Company's pre-existing IP, tools, know-how, processes or methods of general application; and
• (b) the Company retains a perpetual, royalty-free right to use any general skills, know-how and techniques acquired or developed in the course of the Services.

14.3. Until title in any tooling or molds has passed to the Client under Clause 14.2, such tooling and molds remain the property of the Company, and the Company may use, retain or dispose of them as it sees fit if the Client fails to pay in full.

14.4. The Client grants the Company a non-exclusive license to use the Client Materials to the extent necessary to perform the Services and fulfill the Orders. The Client warrants that it owns or is licensed to use the Client Materials and that the Company's use of them will not infringe the rights of any third party.

15. Confidentiality

15.1. Each Party (as "Receiving Party") shall keep confidential all Confidential Information of the other Party (as "Disclosing Party"), use it only for the purpose of performing or receiving the Goods and Services, and not disclose it to any third party except to its Affiliates, employees, agents and subcontractors who need to know it and who are bound by obligations of confidentiality.

15.2. The obligations in Clause 15.1 do not apply to information that:

• (a) is or becomes public through no breach by the Receiving Party;
• (b) was lawfully in the Receiving Party's possession before disclosure;
• (c) is lawfully received from a third party without restriction; or
• (d) is required to be disclosed by law, regulation or court order, provided the Receiving Party gives (where lawful) prompt notice to the Disclosing Party.

15.3. The Company may collect, use and retain aggregated and anonymized data derived from Orders and the Services, provided such data does not identify the Client, and may use such data for any lawful business purpose, including benchmarking, analytics and improvement of its services.

15.4. The confidentiality obligations in this Clause 15 survive termination or expiration of any Order and these Terms.

16. Force Majeure

16.1. The Company is not liable for any delay or failure to perform any obligation (other than an obligation to pay money already due) to the extent caused by any event or circumstance beyond its reasonable control (a "Force Majeure Event").

16.2. Force Majeure Events include, without limitation: acts of God, fire, flood, earthquake, epidemic or pandemic; war, terrorism, civil unrest or government action; manufacturing disruptions, factory closures, labor shortages or disputes; supply-chain disruptions and shortages of materials, components or capacity; shipping, freight, port and logistics disruptions; customs delays; the imposition or increase of tariffs, duties or trade restrictions; embargoes, sanctions and export/import controls; and changes in law or government policy.

16.3. If a Force Majeure Event continues for more than sixty (60) days, the Company may suspend or terminate the affected Order without liability, in which case the Client remains liable for all Pass-Through Costs incurred or committed and all Services performed up to the date of suspension or termination.

17. Term and Termination

17.1. These Terms apply from the date the Client first places an Order and continue to govern each Order until that Order is fully performed and paid, and thereafter in respect of any provisions that survive.

17.2. The Company may terminate or suspend any Order or these Terms, in whole or in part, with immediate effect on written notice if the Client:

• (a) fails to pay any amount when due;
• (b) breaches any material provision of these Terms and, where the breach is capable of remedy, fails to remedy it within ten (10) days of notice;
• (c) becomes insolvent, is unable to pay its debts, enters into any arrangement with creditors, or becomes subject to any insolvency, bankruptcy or similar proceeding; or
• (d) undergoes a change of control that the Company reasonably considers adverse to its interests.

17.3. The Client may terminate an Order for convenience only with the Company's prior written consent. Where the Client terminates for convenience, or where the Company terminates under Clause 17.2, the Client shall pay the Company all Pass-Through Costs incurred or committed, all Services performed, and the Company's markup and fees on those amounts, up to the effective date of termination. Deposits are non-refundable to the extent the Company has incurred or committed costs or performed Services.

17.4. On termination or expiration, all amounts owing by the Client become immediately due and payable, and any Clauses that by their nature should survive (including Clauses 5, 6, 7, 10, 11, 12, 14, 15, 18 and 20) survive.

18. Dispute Resolution; Arbitration

18.1. Before commencing arbitration, a Party with a dispute, claim or controversy arising out of or relating to these Terms or any Order (a "Dispute") shall give the other Party written notice describing the Dispute and the relief sought. The Parties shall attempt in good faith to resolve the Dispute for a period of thirty (30) days from the date of that notice (the "Cure Period"). Neither Party may commence arbitration until the Cure Period has expired.

18.2. Any Dispute not resolved during the Cure Period shall be finally resolved by binding arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction.

18.3. The seat and legal place of arbitration is Wilmington, Delaware, United States. The arbitration is conducted before a single arbitrator, in the English language.

18.4. The arbitration, and all submissions, evidence, and the award, are strictly confidential. No Party may disclose the existence, content or result of the arbitration except as required by law or to enforce the award.

18.5. To the maximum extent permitted by applicable law, all Disputes shall be arbitrated on an individual basis only. The Client waives any right to bring or participate in any class, collective, consolidated or representative action or arbitration. The arbitrator has no authority to consolidate claims or to preside over any class or representative proceeding. If this class-action waiver is held unenforceable as to any claim for particular relief, that claim (and only that claim) shall be severed to a court of competent jurisdiction, and the remaining claims shall proceed in arbitration.

18.6. Nothing in this Clause 18 prevents either Party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information pending arbitration.

18.7. These Terms and any Dispute are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Data Handling and Privacy

19.1. In performing the Services and administering Orders, each Party may process limited business-contact data relating to the other Party's personnel (such as names, business email addresses, telephone numbers and job titles) for the purpose of managing the business relationship.

19.2. Each Party shall handle such business-contact data in accordance with applicable data-protection and privacy laws, including applicable United States privacy laws and, in respect of Canadian personal information, the Personal Information Protection and Electronic Documents Act (PIPEDA).

19.3. The Company may retain and process such data for the duration of the business relationship and as required for its legitimate business, legal and record-keeping purposes. The Company's handling of personal information is further described in its privacy notice as updated from time to time.

20. General

20.1. Notices. Any notice under these Terms must be in writing and sent to the address or email specified in the Order Confirmation or otherwise notified by the recipient. Notices are deemed received: if by email, on transmission (absent a bounce-back); if by hand or courier, on delivery; and if by prepaid post, two Business Days after posting.

20.2. Assignment. The Company may assign, transfer, subcontract or otherwise deal with any of its rights and obligations under these Terms and any Order. The Client may not assign, transfer or otherwise deal with any of its rights or obligations without the Company's prior written consent.

20.3. Entire Agreement. These Terms and the applicable Order Confirmation constitute the entire agreement between the Parties in respect of the relevant Order and supersede all prior discussions, representations and agreements relating to it.

20.4. Severability. If any provision of these Terms is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions continue in full force.

20.5. No Waiver. No failure or delay by the Company in exercising any right or remedy is a waiver of that or any other right or remedy, and no single or partial exercise precludes any further exercise.

20.6. Relationship of the Parties. The Parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between them, and neither Party may bind the other.

20.7. Third-Party Rights. Except for the Indemnified Parties under Clause 12, a person who is not a Party to these Terms has no right to enforce any of them.

20.8. Amendment. The Company may amend or update these Terms at any time by posting the updated Terms or otherwise notifying the Client. The updated Terms apply to all Orders placed after the update takes effect. No other variation of these Terms is effective unless in writing and signed by an authorized officer of the Company.

20.9. Survival. The Clauses identified in Clause 17.4, and any other provision that by its nature is intended to survive, continue in effect after termination or expiration.

20.10. Headings. Headings are for convenience only and do not affect the interpretation of these Terms.