Purchase Order Terms and Conditions
1. Parties; Goods; Effective Date. These Purchase Order Terms and Conditions (“Terms and Conditions”) will apply to all purchase orders of Taylor-Listug, Inc. d/b/a Taylor Guitars (herein referred to as “Taylor”) if referenced on the purchase order (“Purchase Order”). By accepting such Purchase Order, the seller or vendor listed on such Purchase Order (“Seller”) agrees to be bound by these Terms and Conditions. Any materials, products, software, technical data, intellectual property, drawings, personal property, personnel, services, samples or other items to be delivered under a Purchase Order or blanket order are collectively referred to herein as the "Goods.” Each Taylor Purchase Order is to specify a date or dates that Seller is to deliver a specific quantity of the Goods to Taylor (collectively, the “Delivery Date”).
2. Effective Date. The Order Date stated on the Purchase Order may also be referred to as the “Effective Date” of the Purchase Order.
3. Binding Agreement; Acceptance of Purchase Order. Seller shall only manufacture and deliver Goods to Taylor pursuant to a validly issued Purchase Order. Seller shall promptly confirm to Taylor Seller’s receipt of each Purchase Order, within two business days. A Purchase Order constitutes Taylor’s offer to Seller. Such a Purchase Order will form a binding contract between Taylor and Seller (including the terms and conditions stated in the Purchase Order and in these Terms and Conditions) when accepted by any expression of acceptance from Seller, or Seller’s commencement of performance, whichever occurs first. Any terms and conditions proposed by Seller in acknowledging or accepting Taylor's offer that are different from or in addition to the terms set forth in the Purchase Order and these Terms and Conditions will not be binding upon Taylor and shall be void and of no effect, except to the extent expressly accepted in writing by an officer of Taylor.
4. Specifications. Seller acknowledges that it has in its possession all applicable specifications, drawings, documents, intellectual property, personnel, or other items (collectively, “Specifications”) necessary to perform its obligations under the Purchase Order at the price and schedule stated on the Purchase Order or its attachments. All Specifications are deemed to be a part of the Purchase Order.
5. Samples. If the Purchase Order or Specification state’s that Seller shall submit samples or first articles to Taylor, for its review and approval (“Samples”), Seller will deliver the Samples by the Sample Delivery Date specified in the applicable Purchase Order or Specifications. Taylor shall advise Seller of its approval or require Seller to make modifications to all or any part thereof to Taylor’s satisfaction within a reasonable time period. Following Taylor approval of Samples, Seller shall not depart therefrom or institute any changes in the quality, color(s), material(s), structure, dimensions, design or production method exemplified by the representative Samples, and every Goods shall meet or exceed the quality exemplified by the Sample approved by Taylor.
6. Packing, Shipping and Title; Risk of Loss. Seller must ship Goods using the carrier specified on the Purchase Order and in accordance with the Taylor Inbound Domestic or Inbound International Routing Guide (provided separately to Seller). Seller shall not substitute Goods or ship more or less than the quantity of materials ordered without express written authority from an authorized representative of Taylor. Taylor's order numbers must be plainly marked on all packages, bills of lading and shipping orders. Taylor's count or weight shall be conclusive. Seller shall not ship in advance of schedule or make partial shipment unless otherwise agreed in writing by Taylor. Risk of loss shall be determined by the FOB/INCO Terms stated on the Purchase Order.
7. Packaging and Labeling. Goods supplied by Seller shall be delivered in packaging in accordance with the approved samples or with the packaging and labeling requirements outlined in the Purchase Order and Specifications.
8. Packing Slips and Invoices. Unless otherwise agreed, all Seller deliveries must be accompanied by a packing slip. Packing Slips and Invoices must contain the following information as a minimum,
a) Name of Contractor/Vendor
b) Contract or Purchase Order Number,
c) Blanket Purchase Order Number (if applicable)
d) Stock Code
e) Delivery Order Number or Bill of Lading Number
f) Date of Purchase
g) Quantity, Unit Price, and Extension of Each Item (Unit Price and Extensions applicable to invoice only)
h) Date of Shipment
i) For Haz-Mat see Section 23
j) For Prop 65 Materials see Section 24
k) International shipments must include in addition to a packing slip, a commercial invoice, certificate of origin, export/re-export permit, and/or a Free Trade Agreement Certificate where applicable.
Seller will be liable for all additional fines, fees, penalties, taxes, duties or any other additional cost levied by any Customs Agency as a result of Seller’s failure to comply with the minimal documentation policy and requirements, the Purchase Order or these Terms & Conditions.
9. Prices; Invoicing Set-Off. Unless different payment terms are expressly stated on the Purchase Order, payment terms shall be thirty (30) days after Taylor's receipt of Seller's invoice and receipt of the Goods. All Invoices must include the Purchase Order number and must be emailed to the AP_Group@taylorguitars.com. Seller shall refund or Taylor may set off against subsequent invoices any amounts paid by Taylor in excess of such price(s). Taylor shall be entitled at all times to set off any amount owing, at any time from Seller to Taylor (or any of Taylor’s affiliates and subsidiaries) against any amount payable at any time by Taylor (or any of its affiliates and subsidiaries) to Seller.
10. Warranty. Seller represents and warrants that all Goods will conform to applicable Specifications and Samples, will be free from defects and will be new, fit and suitable for the purpose intended by Taylor and Taylor’s customers. Seller warrants that it has full title to the Goods, free and clear of any liens or encumbrances, and the full right and power to perform its obligations under the Purchase Order. Seller warrants that any services provided by Seller will be performed in a professional and workmanlike manner. Seller represents, warrants and covenants that all Goods features developed by Seller for Taylor shall not infringe any patent or other proprietary right of any third party. Seller represents, warrants and covenants it will not include in any Goods, or transfer to Taylor, anything which infringes or violates any patent, copyright, trademark, trade dress or other proprietary right of a third party; provided, however, that Seller shall have no liability to Taylor in connection with intellectual property infringement claims or other claims to the extent such claims arise out of designs, features or Specifications provided to Seller by Taylor. Seller's warranties shall run to Taylor, its affiliates, subsidiaries, customers or users of the Goods and shall not be deemed to be exclusive of any other remedy at law or in equity.
11. Inspection. The Goods may be inspected and/or tested by Taylor at any time, place and stage of production or distribution, and if located at Seller’s premises, Seller shall make the Goods and facilities reasonably available at no additional charge to Taylor. Neither Taylor’s inspection nor failure to inspect shall relieve Seller of any obligations, representations or warranties. Payment shall not constitute Taylor's acceptance of the Goods nor impair Taylor's right to inspect and/or test the Goods or exercise any of its remedies. Taylor shall have thirty (30) days to inspect any shipment of Goods after receipt at Taylor’s facility. Also, Taylor shall have the right at any time to reject Goods for latent defects.
12. Rejection; Remedies. (a) If any shipment of Goods (i) is not delivered strictly within the time specified in a Purchase Order or, if no time is specified, within a reasonable time, (ii) does not conform to the Purchase Order, Specifications or warranties, or (iii) are otherwise defective, Taylor may, at its option, return (at Seller's expense) the entire shipment or any part thereof, for credit, refund or set-off, or require Seller to correct or replace, at no cost to Taylor, and to re-perform any defective services. Seller shall pay return shipping to Taylor of corrected or replacement Goods. Upon notice of rejection of defective Goods, risk of loss of such Goods shall be upon Seller. Rejected Goods may be returned to Seller or held by Taylor, at Seller's risk and expense, and after a reasonable time, Taylor may dispose of rejected Goods if Seller has not provided instruction to return the Goods. Any returned Goods bearing registered or unregistered trademarks or trade names of Taylor must be destroyed and may not be transferred to a third party unless and until all such trademarks and trade names are permanently and indelibly removed, at Seller’s cost.
(b) Taylor may pursue any remedies available at law or in equity and Seller shall be liable to Taylor for any and all damages suffered by Taylor by reason of Seller's default, including without limitation, remedies available to a contracting party under the Uniform Commercial Code. Seller shall cooperate with any transition of the delivery of the Goods as reasonably requested by Taylor.
13. Change Orders and Substitution. A Purchase Order that has been accepted by Seller may be changed by Taylor issuing an amended Purchase Order. Taylor shall have the right to issue an amended Purchase Order to change the Specifications or other descriptions, the time, method or place of delivery or the method of shipment or packaging or to suspend delivery of the Goods. Upon receipt, Seller shall proceed promptly to make such changes. If any such change causes a change in the cost of the Goods or in the time required for performance, Seller shall provide prompt notice to Taylor of any such change and an equitable adjustment shall be negotiated promptly to modify the Purchase Order accordingly. Seller shall not substitute or replace or add new raw materials or components in the Goods or change the Specifications related to such Goods without first notifying Taylor in writing and receiving Taylor’s written consent.
14. Title; Tooling and Molds; Intellectual Property Rights. a) Title to and the right of immediate possession of all articles, tooling, equipment, software, or materials furnished to Seller or paid for by Taylor directly or indirectly for use by Seller in connection with a Purchase Order shall be and remain in Taylor, whether Taylor provides such items or Seller obtains or manufactures them itself (collectively referred to as “Taylor Items”). Seller will (i) be responsible on a replacement cost basis for all loss or damage to Taylor Items while in its possession and will insure its risk in this respect with adequate all risk property insurance; (ii) clearly mark Taylor Items and Specifications as belonging to Taylor; (iii) keep Taylor Items segregated in Seller's facility separate from molds, tooling and other equipment used for products Seller produces for others; (iv) keep Taylor Items in good operating condition; and (v) use Taylor Items and Specifications exclusively in connection with the manufacturing and/or delivery of the Goods for the Purchase Order and not for production of larger quantities than specified by Taylor or in advance of normal production schedules and not for any production for other than Taylor. Upon notice from Taylor, Seller will, at Taylor’s expense, deliver all Taylor Items and Specifications to Taylor or its designee or dispose of Taylor Items as Taylor may direct in writing. Seller will give Taylor access to and visibility into the use and maintenance of such Taylor Items, wherever located, and will use its commercially reasonable efforts to maintain them in accordance with the manufacturer’s recommendations, subject to normal wear and tear.
b) All intellectual property rights in and to the Taylor Items, the Specifications, and the Marks (as that term is defined in Section 29 below) shall at all times be owned by Taylor, subject to the license rights expressly granted to Seller in Section 29. Any and all rights not expressly granted to Seller herein are reserved by Taylor and any applicable third party, and Seller has not acquired, and shall not acquire, any ownership rights therein. Seller agrees that all original works of authorship created by Seller in connection with the work or Goods the subject of a Purchase Order will be considered ‘works made for hire’ under United States copyright law and that Taylor will be considered the author and owner of all right, title and interest including the copyrights therein. As to any original work that would not be considered a work made for hire, Seller hereby assigns all right, title and interest in the same including the copyrights therein to Taylor. Seller hereby irrevocably assigns and agrees to assign to Taylor all right, title and interest worldwide that it may have or acquires in and to the Taylor Items, Specifications and Goods, including without limitation, any designs, concepts, drawings, ideas, specifications, information or intellectual property developed by Seller or its approved subcontractors during the term of a Purchase Order related to or in connection with the Taylor Items or based on the Specifications or Taylor’s other Confidential Information, and all of which shall be deemed to be Confidential Information of Taylor under Section 15. Seller shall cooperate with Taylor or its designee(s) in applying for, obtaining, perfecting, evidencing, sustaining and enforcing Taylor’s rights in such items and materials, including, without limitation, by executing such written instruments as Taylor may request. Under no circumstances shall Seller display, sell, distribute, give away, or otherwise deal in counterfeit goods, or copies of the Goods that could infringe the intellectual property rights of Taylor or that do not comply with the quality standards set by Taylor.
15. Confidential Information.
a) Seller will use all information of Taylor, whether in writing or in oral, graphic, electronic or any other form, whether or not marked or described as confidential or proprietary, including but not limited to, information concerning a Purchase Order, the Goods, or other material intended for use in connection with a Purchase Order (collectively, “Confidential Information”), solely for the purpose of performing its obligations and exercising its rights under a Taylor Purchase Order, and not for any other purpose. Seller shall maintain the Confidential Information of Taylor with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Seller shall limit access to Taylor’s Confidential Information to those employees of Seller who need to know such information in order to perform its obligations and exercise its rights under a Taylor Purchase Order and who are bound by confidentiality and non-use obligations to Seller at least equivalent to Seller’s obligations to Taylor. Unless Taylor grants specific, written, advance permission to do so, Seller shall not disclose any Confidential Information to any third party (including consultants and contractors), except as provided for in this Section 15.a) or in Section 15.b). If Seller determines that it needs to disclose Taylor’s Confidential Information to any non-employee in order to perform its obligations under a Taylor Purchase Order, then Seller must first get written permission from Taylor and in any event, Seller must bind any such non-employee to confidentiality and non-use obligations at least equivalent to Seller’s obligations to Taylor. Seller shall be responsible to Taylor for the acts and omissions of any such non-employee with respect to such confidentiality and non-use obligations. Any knowledge or information which Seller may disclose to Taylor in connection with the purchase of any of the Goods shall not, unless Taylor otherwise specifically agrees in writing, be deemed to be Confidential Information and shall be acquired free from any restriction as part of the consideration for a Purchase Order.
b) Seller may disclose Taylor’s Confidential Information to the extent required by Law or order of a court of competent jurisdiction, provided that, in such event, Seller shall provide Taylor prompt, advance notice of such requirement to allow intervention (and shall cooperate with Taylor) to contest or minimize the scope of the disclosure (including through application for a protective order).
c) Upon any expiration or termination of the business relationship between Seller and Taylor or upon the request of Taylor, Seller shall return or destroy, at Taylor’s option, all of Taylor’s Confidential Information in its possession or under its control, and any copies thereof. In addition, Seller shall promptly destroy any electronic or otherwise non-returnable embodiments of such Confidential Information.
d) The parties agree that any breach of Section 15 shall cause irreparable harm and significant injury to Taylor that may be difficult to ascertain. Accordingly, the parties agree that Taylor will have the right, in addition to any other remedies available to it, to obtain an immediate injunction, without necessity of posting a bond, enjoining any breach of this Section 15.
16. Term; Cancelation, Termination. At any time, Taylor, at its option, may terminate a Purchase Order for convenience in whole or in part by written notice. Taylor may also cancel a Purchase Order if Seller's financial condition shall at any time become unsatisfactory to Taylor. A stop work order or any other form of written notice requiring Seller to immediately cease performance under a Purchase Order shall obligate Seller to immediately stop work and take any actions necessary to mitigate the impact of such notice. Seller and Taylor will meet to discuss in good faith the impact to be borne by each party related to such termination.
17. Compliance with Law; Anti-corruption. Seller must comply with all applicable laws, rules, ordinances, codes and regulations of any applicable governmental body, including without limitation, government export control, privacy and data protection laws and the United States of America’s Foreign Corrupt Practices Act, and all applicable laws of any other foreign country(ies) in which Seller will be engaged in business in connection with manufacturing or supply of the Goods. In connection with this Section, Taylor or its representative shall (i) have the right, at any time, to place an independent monitor in any of Seller's plants, manufacturing, assembling facilities, and/or storage facilities; and (ii) be allowed reasonable opportunity to access and audit those books and records of Seller that in any way relate to the payments received, or services provided by Seller to Taylor. In addition to any other rights in the Purchase Order, upon written notice, either party to the Purchase Order may immediately terminate a Purchase Order if such party has a good faith belief that, in connection with the performance of a Purchase Order, the other party has engaged in unethical business practices or in conduct that could violate, or has violated, the applicable laws of the United States or of the country(ies) in which the Seller engages in business. In the event that Taylor terminates a Purchase Order for cause on the basis of circumstances described in this Section, all payments that are due, or have been made, to Seller under a Purchase Order shall be forfeited.
18. Workplace Standards. Seller will furnish Taylor such evidence of compliance as Taylor may require and unilaterally amend at any time and from time to time. Taylor and its representatives shall have reasonable access to inspect, examine and/or monitor, Seller's plants, manufacturing, assembling facilities, and/or storage facilities which relate to Good and services provided to Taylor (and books and records pertaining thereto) to ensure compliance with such workplace standards. Taylor shall have the right, at any time, to place an independent monitor in any of Seller's plants, manufacturing, assembling facilities, and/or storage facilities.
19. Assignment and Subcontract. No Purchase Order nor any duty or right under a Purchase Order may be delegated, assigned or subcontracted without the prior written consent of Taylor. Any such action without Taylor’s prior written consent is void and of no effect.
20. Advertising. Seller shall not; without the prior written consent of Taylor, in any manner advertise or publish the fact that Seller is providing Goods to Taylor.
21. Indemnification. Seller agrees at its expense to indemnify, defend, and hold harmless Taylor, its affiliates and subsidiaries, and each of their respective directors, officers, employees, affiliates, subsidiaries, agents, customers and end users from any and all loss, claims and liability, reasonable legal fees and costs, arising out of, caused by or related to (a) death, injury or disability of any person or damage to or destruction of property (including, without limitation, the loss of use of any property or the presence of hazardous substances at any property) arising out of, caused by or resulting in any way from any defect in the Goods or a Purchase Order, (b) the acts or omissions of Seller, or any of its affiliates or subsidiaries or any of their respective directors, officers, employees, contractors, agents, or suppliers, and (c) any claim of infringement of any existing or future copyrights, patents, or trademarks, misappropriation of any trade secrets, or violation of any other intellectual, proprietary or industrial rights, with respect to any of the Goods except for copyright, trademark, patent, trade secret or other intellectual property provided by Taylor for use on the Goods. The fact that Taylor furnishes Specifications to Seller with respect to any of the Goods shall neither relieve the Seller from its obligations under a Purchase Order nor limit Seller's liability in connection with the Goods, nor constitute an undertaking by Taylor to hold Seller harmless against any such claim which arises out of compliance with the Specifications. Taylor will have the right to participate in the defense of any such claim or suit without relieving Seller of any obligations hereunder. This indemnification shall be in addition to Seller's warranty obligations.
22. Insurance. Seller shall maintain in full force and effect, at its sole cost and expense, reasonable insurance coverage (based on the size and revenues of Seller’s business and industry norms) covering activities performed under a Purchase Order. Such policies must name Taylor, and its directors, officers, employees and agents, as additional insureds. Seller shall furnish Taylor with certificates of insurance for the coverages required. All policies shall provide that coverage may not be materially changed, canceled or non-renewed without thirty (30) days prior written notice to Taylor. No insurance requirement will modify, limit or reduce warranties, indemnifications or other liability of Seller to Taylor. Such insurance shall be primary to, not contributing with or in excess of, coverage which Taylor may carry. Seller's insurance shall contain a severability of interest provision.
23. Hazardous Chemicals and Hazardous Materials. Prior to shipment or transfer of any hazardous chemical(s), as defined by regulations promulgated pursuant to the Occupational Health and Safety Act ("OSHA"), Seller shall provide Taylor with a complete, up-to-date Material Safety Data Sheet and shall properly mark such hazardous chemical(s) with a label satisfying the requirements of OSHA's Hazard Communication Standard (29 CFR Part 1910.1200 et seq.). Any shipment or transfer by Seller of any hazardous material(s) (as defined by regulations promulgated by the U.S. Department of Transportation ("DOT").
24. Proposition 65. For all products manufactured for, or supplied by, SELLER to TAYLOR, for sale in, or delivery to, California, SELLER is obligated to comply with the California Safe Drinking Water and Toxic Enforcement Act of 1986., commonly referred to as Proposition 65 ("Prop 65"). SELLER must (1) notify TAYLOR in writing and prior to the delivery of any and all products manufactured for, or supplied by, SELLER to TAYLOR, for sale in, or delivery to, California that contain substances listed in Prop 65 that require a Prop 65 warning, if so, SELLER will provide Taylor with a “clear and reasonable warning” according to Prop 65 requirements; or (2) clearly notify in writing and prior to the delivery if products manufactured for, or supplied by, SELLER to TAYLOR, for sale in, or delivery to, California do not contain substances listed in Prop 65 and thus do not require a Prop 65 warning. If SELLER fails to timely and properly notify TAYLOR of any product that requires a Proposition 65 warning, SELLER will defend, indemnify and hold TAYLOR harmless from and against any and all loss, damage, liability, fees, cost and/or expense whatsoever including reasonable legal fees and expenses, direct, special, incidental and consequential damages arising out of or relating to any Prop 65 violations. SELLER's warranty shall run to TAYLOR, its successors, assigns and authorized customers only.
25. Relationship of Parties. The Seller and Taylor are independent contractors. Nothing in a Purchase Order shall be deemed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have the power or authority to bind or obligate the other party.
26. Waiver. Any failure or delay by either party in exercising any right or remedy will not constitute a waiver.
27. Changes in Legal Structure. Seller shall immediately inform Taylor of any material changes in its legal structure affecting Seller or its affiliates, such as changes in management, ownership, or sale of part of its business. If such changes, in the reasonable opinion of Taylor, are likely to have an important impact on the business relationship between Seller and Taylor, the parties shall meet in order to discuss in good faith the new situation.
28. Entire Agreement. A Purchase Order together with all Specifications and agreements or contracts identified therein constitutes the entire agreement and exclusive statement of the terms between the parties with respect to the purchase and sale of the Goods under the Purchase Order and terminates and supersedes all previous negotiations, communications, representations, or agreements between the parties. If any provision of a Purchase Order is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, all other provisions shall remain in full force and effect. In the event of any conflict between the Terms and Conditions of a Purchase Order and of any other document, the Terms and Conditions of the Purchase Order shall control.
29. Governing Law; Venue; Arbitration.
A Purchase Order shall be governed by the laws of the State of California, U.S.A., without giving effect to conflicts of law principles. Seller and Taylor consent to the exclusive jurisdiction of, and venue in, the state and federal courts within San Diego County, California, U.S.A. However, if the Seller is located in another country than the United States, both parties agree to resort to international arbitration as follows:
a) Any and all disputes, controversies, and conflicts between the parties in connection with the Purchase Order shall, so far as is possible, be settled amicably between the parties. Failing such an amicable settlement, any and all disputes, controversies, and conflicts related to a Purchase Order shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules, and the arbitration will be held in San Deigo, California, U.S.A., in the English Language. The arbitration proceedings must give each party the right to cross-examine witnesses, to provide witnesses including expert witnesses, and to make both written and oral submission.
b) The arbitration award made and granted by the arbitrators will be final, binding and incontestable, and may be used as a basis for judgment thereon everywhere. All costs of arbitration (those incurred in the appointment of the arbitrator) will be shared equally by the parties unless the arbitrator rules that one party should bear all the expenses. Neither of the parties will be entitled to commence or maintain any action in a court of law upon any matter in dispute arising from or in relation to a Purchase Order except for the enforcement of an arbitral award granted pursuant to this Section or in relation to actions associated with the use of trademarks and/or intellectual property.
c) After being submitted to arbitration and thereafter until granting of the arbitral award, the parties will, except in the event of termination, continue to perform all their obligations under the Purchase Order without prejudice to a final adjustment in accordance with the said award.
d) Notwithstanding the above provisions relating to arbitration, nothing in a Purchase Order shall prevent either party from applying to a court with proper jurisdiction over the dispute for interim injunctive relief where the circumstances dictate that a party needs immediate protection to prevent damage to its intellectual property rights, goodwill, or otherwise, including any breach or threatened breach of a Purchase Order. Further, the parties agree that any breach of Sections 14, 15 or 29 shall cause irreparable harm and significant injury to the non-breaching party which may be difficult to ascertain. Accordingly, the parties agree that, in addition to any other remedies available to it, injunctive relief may be obtained without the need to post a bond to enjoin any breach by the other party of those provisions.
30. Limited Trademark and Copyright License. If Seller is providing manufacturing or packaging services, Taylor hereby grants to Seller during the time that Seller is providing such services, a limited, non-exclusive, non-transferable, non-sublicensable, royalty free license to use and reproduce the trademarks, service marks, trade names, logos, designs, patterns, and copyrighted materials owned by Taylor (“Marks”) and the Specifications solely on or in connection with the Goods and as specified in the applicable Purchase Order and/or the applicable Specifications, and solely for sale to Taylor. Seller acknowledges that its use of the Marks and the Specifications is limited to such licensed use and that it will not use the Marks or Specifications in connection with any other products or for any other purpose. Seller acknowledges that all Products and design customized for Taylor Guitars (“Products”) are proprietary to TAYLOR GUITARS. Products may not be copied and all rights of design and invention are reserved by TAYLOR GUITARS. Any goodwill generated by use of the Marks shall inure to the benefit of Taylor. Seller agrees that it will not directly or indirectly file for registration of the Marks or Specifications in any country of the world and further will not directly or indirectly contest the validity or enforceability of the Marks or Specifications. All Goods delivered by Seller will display the Marks, as well as any patent pending or patent registration information, only as specified by Taylor; Seller will at all times comply with Taylor’s then-current trademark/copyright guidelines, standards and conditions of use as may be provided and updated from time to time by Taylor. Seller will not use any other trademark, service mark, trade name, logo, design or pattern confusingly similar to the Marks, or combine the Marks with other marks without the prior written approval of Taylor, and Seller shall not affix any Mark to products other than the genuine Goods. Unless specified otherwise in the Specifications or Purchase Order, Seller will have no right to have its own trademark(s) appear on Goods. From time to time and upon Taylor’s request, Seller will submit to Taylor samples of Goods bearing the Marks. If Taylor discovers any improper use of the Marks on any such submission and delivers a writing describing in detail the improper use to Seller, Seller will cease and remedy the improper use immediately. All Goods provided by Seller using the Marks shall be of such quality as will maintain and/or enhance the goodwill, image and reputation adhering to the Marks and Taylor. All such Goods shall meet, at a minimum, a level of quality comparable to the quality standards generally accepted for other first-class brands of similar products in the same industry.
31. No Conflicts. Seller represents and warrants the execution and performance of and compliance with the Terms and Conditions of a Purchase Order will not result in a breach or violation of any material provision of or constitute a default, or an event which, with notice or passage of time or both would constitute a default under any material indenture, mortgage, deed of trust, pledge agreement, lease, license, evidence of indebtedness or other agreement or instrument, or any law, statute, rule or order, decree of restriction to which it is a party or by which it or its property is bound.
32. Limitations on Liability
IN NO EVENT SHALL TAYLOR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION OR LOSS OF GOODWILL ARISING FROM OR RELATING TO A PURCHASE ORDER, EVEN IF TAYLOR IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either party.
33. Attorney’s Fees. In the event either party brings legal action to enforce any provision herein, the prevailing party shall be entitled to collect from the losing party reasonable attorneys’ fees and costs incurred.
34. Notice. All notices required hereunder shall be in writing and shall be sent by (a) U.S. mail (first class), which will be deemed effective 4 days after mailing, (b) internationally recognized courier service (e.g., DHL, Federal Express), which will be deemed effective 2 business days after delivery to the courier, and in the case of (a) and (b) with all postage or delivery charges prepaid, or (c) email, which shall be deemed effective 1 business day after emailing, and shall be addressed to the parties at their addresses set forth in the first paragraph of a Purchase Order or to such other address(es) as may be furnished by written notice in the manner set forth herein.
35. Headings. The headings of the Sections in a Purchase Order are for convenience only and shall not be deemed to affect, qualify, simplify, add to or subtract from the contents of the clauses which they reference.
36. Survival. Any provision in a Purchase Order which, by its nature, would reasonably be expected to be enforceable after the termination of a Purchase Order, shall survive and be enforceable after such termination.
37. Taxes. Seller shall disclose to Taylor all sales, use, excise and similar taxes that will be due and payable on Goods sold under a Purchase Order. All such taxes shall be stated separately on Seller’s invoice. Except to the extent that Taylor has agreed to pay for such taxes, Taylor shall not be liable for any such taxes, except to the extent that any such taxes are included within the applicable Incoterm for international shipments, or if Taylor has not provided Seller with a resale certificate, sales tax exemption, or similar notice, as required by the relevant taxing authority in the jurisdiction. Seller shall be responsible for reporting and transmitting any such taxes to the applicable tax authorities.