1. TERMS: The terms and conditions of this Purchase Order, including those on the face hereof and those set forth below represent the entire agreement between Seller and INTRASOFT INTERNATIONAL S.A. Acceptance is limited to the terms and conditions of this Purchase Order, and no purported revisions of, additions to, or deletions from this Purchase Order shall be effective, whether in Seller's proposal, invoice, acknowledgment or otherwise, and no local, general or trade custom or usage, shall be deemed to effect any variation herein unless expressly agreed to in writing by INTRASOFT INTERNATIONAL S.A.'s authorized representative. To the extent that terms appearing on the face of this Purchase Order are inconsistent with those set forth herein, the terms on the face shall govern. Any reference on the face of this Purchase Order to Seller's proposal shall be exclusive of any terms and conditions attached to or referred to therein.
2. SPECIFICATIONS: All goods furnished pursuant to this Purchase Order shall strictly conform to the specifications, descriptions and warranties set forth in this Purchase Order. No change in this Purchase Order shall be made except upon written application to, and subsequent written authorization of, INTRASOFT INTERNATIONAL S.A.
3. TIME AND PLACE OF DELIVERY; INTRASOFT INTERNATIONAL S.A.'S INSPECTION; ACCEPTANCE: Delivery will be made as specified on the face of this Purchase Order. INTRASOFT INTERNATIONAL S.A. reserves the right to reject goods and to cancel all or any portion of this Purchase Order without incurring any liability, in the event of failure to deliver at the time and place specified. INTRASOFT INTERNATIONAL S.A.'s acceptance of any part of a shipment not delivered as specified herein shall not obligate INTRASOFT INTERNATIONAL S.A. to accept the remainder of that shipment or any future shipments. All goods shall be received subject to INTRASOFT INTERNATIONAL S.A.'s inspection and acceptance, and subject to INTRASOFT INTERNATIONAL S.A.'s right to reject and return at Seller's expense goods which fail to conform strictly to the requirements of this Purchase Order. All materials are subject to inspection and testing by INTRASOFT INTERNATIONAL S.A. The delivery shall be in accordance with INCOTERMS 2000 ® or INCOTERMS 2010 ® ,whichever is agreed upon between INTRASOFT INTERNATIONAL S.A. and the Supplier.
4. RISK OF LOSS: Risk of loss of any goods sold hereunder shall pass to INTRASOFT INTERNATIONAL S.A. at the time and place of delivery; provided that risk of loss prior to actual receipt and acceptance of the goods by INTRASOFT INTERNATIONAL S.A. shall nonetheless remain with Seller.
5. SHIPMENT: Goods must be shipped by the particular route, method and carrier as stated in this Purchase Order. In the event that Seller fails to ship goods on or before any scheduled shipping date, INTRASOFT INTERNATIONAL S.A. shall have the right to specify a more rapid method of shipment than was specified originally and Seller shall bear, at no additional cost to INTRASOFT INTERNATIONAL S.A., any increased costs occasioned thereby.
6. PAYMENT: Payment will be made as specified on the face of this Purchase Order and following receipt and acceptance by INTRASOFT INTERNATIONAL S.A. of the goods and receipt, in proper form and substance, of all documentation required by this Purchase Order. This Purchase Order shall not be filled at prices higher than last quoted or charged by Seller, except as expressly agreed by INTRASOFT INTERNATIONAL S.A.
7. INTRASOFT INTERNATIONAL S.A.'s REMEDIES: INTRASOFT INTERNATIONAL S.A.'s acceptance of all or any part of the goods provided hereunder shall not be deemed a waiver of the failure of such goods to conform strictly to the requirements of this Purchase Order. INTRASOFT INTERNATIONAL S.A. retains the right to cancel any portion of the remaining Order, to reject any portion of the goods delivered, or to revoke acceptance as to any portion of the goods accepted, and return such goods to Seller and to recover the purchase price, any excess costs of cover, and damages, including manufacturing costs, costs of removal or recall, transportation and custodial expenses, injury to person or property incurred by INTRASOFT INTERNATIONAL S.A., all in addition to INTRASOFT INTERNATIONAL S.A.'s other remedies under this Purchase Order or applicable law. If Seller becomes insolvent or makes an assignment for the benefit of creditors, or files or has filed against it any petition in bankruptcy, INTRASOFT INTERNATIONAL S.A. shall have the right to cancel this Purchase Order immediately without incurring any liability.
8. PATENT, COPYRIGHTS, and TRADEMARKS: Seller warrants that the goods furnished under or used in connection with this Purchase Order (except those furnished according to INTRASOFT INTERNATIONAL S.A.'s specific design) and INTRASOFT INTERNATIONAL S.A.'s express or reasonably implied intended use thereof, do not and will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. If any claim, suit or proceeding is made or instituted against INTRASOFT INTERNATIONAL S.A. alleging any such infringement, Seller shall indemnify, defend and hold INTRASOFT INTERNATIONAL S.A. harmless from and against any damages, liabilities, judgments, costs and expenses (including without limitation reasonable attorney's fees) it may incur in connection with any such claim, suit or proceeding. In the event that the goods or INTRASOFT INTERNATIONAL S.A.'s use is held in any suit or proceeding to constitute an infringement, or if Seller determines that there is a substantial risk of a finding of such infringement, Seller agrees, as appropriate, and at its expense to: (a) procure for INTRASOFT INTERNATIONAL S.A., at no expense to INTRASOFT INTERNATIONAL S.A., the right to continue using the goods, (b) replace the goods with equivalent goods that meet the requirements of this Purchase Order and that do not infringe any such rights, or (c) modify the goods so that they become non-infringing.
9. INDEMNIFICATION: To the fullest extent permitted by law, Seller agrees to indemnify, defend, and hold harmless INTRASOFT INTERNATIONAL S.A., its affiliates, and their respective directors, officers, employees and agents (the "Indemnified Parties") from and against all claims, demands, causes of action, losses, costs and expenses (including without limitation reasonable attorneys' fees and costs of defense) (collectively, "Losses") arising out of or incident to Seller's performance hereunder, or the presence of Seller, its employees, agents or invitees ("Seller Parties") on INTRASOFT INTERNATIONAL S.A.'s premises, provided that such Losses are attributable to (a) the negligence or willful misconduct of the Seller Parties with respect to the performance of this Purchase Order, (b) the failure of the Seller Parties to comply with applicable laws, or (c) bodily injury, sickness, disease or death (including but not limited to bodily injury, sickness, disease or death of the employees of Seller or INTRASOFT INTERNATIONAL S.A.), or to damage to or destruction of tangible property (including the loss of use thereof); in each case regardless of whether or not caused in part by the negligence or other fault of any Indemnified Party hereunder; provided that Seller shall not be liable for Losses caused by the sole negligence or willful misconduct of any Indemnified Party. In no event shall INTRASOFT INTERNATIONAL S.A. be liable towards the Supplier for any indirect, incidental or consequential damages or losses (including but not limited to loss of income, loss of profit, loss of revenue, loss of use, or loss of data) or for third parties claims, arising out of or in connection with this Purchase Order, whether in breach of contract, tort, strict liability, or otherwise, and whether or not the possibility of such damages could have been reasonably foreseen.
10. ASSIGNMENT AND SET-OFF: Seller shall not assign its rights or delegate its performance hereunder, nor any interest herein, without INTRASOFT INTERNATIONAL S.A.'s prior written consent and any attempted assignment or delegation without such consent shall be void. INTRASOFT INTERNATIONAL S.A. shall be entitled at all times to set-off any amount owing from Seller to INTRASOFT INTERNATIONAL S.A., whether under this Purchase Order or otherwise, against any amounts otherwise payable to Seller.
11. CONFIDENTIALITY: Seller and its directors, officers, employees and agents shall not disclose to any third party any information pertaining to the goods provided performed hereunder, or pertaining to INTRASOFT INTERNATIONAL S.A.'s business or operations which Seller obtains or has access to in connection herewith, without the prior written consent of INTRASOFT INTERNATIONAL S.A..
12. NO WAIVER OF DEFAULTS: No failure by INTRASOFT INTERNATIONAL S.A. to enforce at any time any of the terms or conditions of this Purchase Order shall constitute a waiver thereof or in any way impair INTRASOFT INTERNATIONAL S.A.'s right at any time to avail itself of such remedies as it may have to enforce such terms or conditions. No waiver by INTRASOFT INTERNATIONAL S.A. hereunder will be effective unless in writing and signed by INTRASOFT INTERNATIONAL S.A.
13. SURVIVAL: REMEDIES CUMULATIVE: All agreements and representations of Seller herein (including those regarding confidentiality, indemnification and warranties) shall survive delivery and final payment hereunder, or any earlier termination hereof. All of the rights and remedies available to INTRASOFT INTERNATIONAL S.A. hereunder are in addition to, and not in limitation of, the rights and remedies otherwise available at law or in equity.
14. GOVERNING LAW: This Purchase Order shall be governed by the laws of:
a) Luxembourg, in case this Purchase Order has been created by INTRASOFT INTERNATIONAL S.A. registered in Luxembourg.
b) Belgium, in case this Purchase Order has been created by INTRASOFT INTERNATIONAL S.A. registered in Belgium.
c) Greece, in case this Purchase Order has been created by INTRASOFT INTERNATIONAL S.A. – Greek Branch.
d) Romania, in case this Purchase Order has been created by INTRASOFT INTERNATIONAL S.A. – Romanian Branch.
e) Denmark, in case this Purchase Order has been created by INTRASOFT INTERNATIONAL SCANDINAVIA A/S.
f) Kenya, in case this Purchase Order has been created by INTRASOFT INTERNATIONAL EAST AFRICA Ltd.