Terms and Conditions
1. Applicable Terms and Conditions
(a) These terms and conditions of sale establish the rights, obligations, and remedies of Buyer and Seller that apply to any order issued by Buyer for the purchase of Seller’s products and/or services (“Products”). No additional or different terms or conditions, whether contained in Buyer’s purchase order form or in any other document or communication pertaining to Buyer’s order, will be binding on Seller unless accepted in writing by an authorized representative of Seller. Seller expressly objects to and rejects any additional or different terms and conditions, which shall be ineffective.
(b) If Seller’s order acknowledgement, invoice, other document, or electronic transmittal including or attaching these terms and conditions is found to be an acceptance of an offer, acceptance is expressly made conditional upon Buyer’s assent solely to these terms and conditions, and acceptance of any part of Products delivered by Seller shall be deemed to constitute such assent by Buyer. If the order acknowledgement, invoice, other document, or electronic transmittal including or attaching these terms and conditions constitutes an offer, Buyer’s acceptance of the offer is hereby limited to the terms of the offer.
2. Price, Payment Terms, and Title
(a) All prices represent those in effect at the time of quotation and are subject to change without notice. Unless prices are bid or quoted as “firm,” Seller reserves the right to invoice at prices in effect at the date of shipment, regardless of any prior bid and whether notice was received by Buyer. Prices are stated in United States dollars unless otherwise indicated, are exclusive of shipping, handling, shipping insurance, duties, and sales, use, excise or similar taxes. Export packaging or any other special handling requested by Buyer will be at Buyer’s expense.
(b) Buyer acknowledges that the pricing of the Products has been set based on the agreed allocation of risks contained in these terms and conditions. If, notwithstanding the provisions of these terms and conditions, a court of competent jurisdiction determines that Buyer’s terms and conditions apply to an order, then Seller shall have the right to either (i) modify the prices (including retroactively) according to the additional level of risk and responsibility that Buyer’s terms and conditions require Seller to undertake; or (ii) cancel the order any time after such a determination without liability for the termination other than for the Products already delivered on these terms and conditions.
(c) Unless different credit terms have been extended to Buyer in writing by Seller, payment terms are Advance Payment, in the currency invoiced. Seller reserves the right to modify or withdraw credit terms at any time without notice. If Buyer fails to fulfill the terms of payment, Seller may defer further shipments to Buyer or, at its option, cancel the unshipped portions of Buyer’s orders. Buyer agrees to pay interest on all past due invoices at the lesser of 18% per annum, compounded monthly, or the highest contractual rate allowable under the law.
(d) Until full payment of all obligations of the Buyer for an order, Seller reserves the title (but not the risk of loss) to all Products furnished under that order. If the Buyer defaults in payment or performance or becomes subject to insolvency, receivership or bankruptcy proceedings or makes an assignment for the benefit of creditors, or without the consent of Seller voluntarily or involuntarily sells, transfers, leases or permits any lien or attachment on the Products, Seller may treat all amounts then or thereafter owing by Buyer to be immediately due and payable and Seller at its election may repossess Products for which Buyer has not paid in full. In the event of repossession of Products under this section, Buyer agrees that Seller may enter the premises where the Products may be located and remove them without notice and without being liable to Buyer for such repossession. Buyer will not set off invoiced amounts or any portion thereof against sums that are due or may become due from Seller, its parents, affiliates, or subsidiaries. Buyer grants Seller a security interest in all Products for which title has passed (including all after-acquired Products) that Seller sells Buyer and all proceeds of Products (including but not limited to all products in which Products are incorporated and any funds and products that Buyer receives in exchange for Products). Buyer consents to Seller’s execution of any documents to evidence and perfect this security interest, and agrees to execute the same if requested by Seller.
(e) ACH / EFT and Wire Transfers are our preferred methods of payment. For all credit card transactions, a 3.5% convenience/processing fee will apply.
3. Delivery and Risk of Loss
(a) Unless otherwise agreed in writing, all deliveries of Products will be EXW (Incoterms 2000) Seller’s facility. Products will be packed in Seller’s standard commercial shipping packages. Charges for may not reflect net transportation costs paid by Seller. Buyer shall reimburse Seller for all costs of storage and handling incurred by Seller after the date that Seller is prepared to make shipment.
(b) Delivery and shipping dates are approximate and represent Seller’s best estimate of the time required to make delivery or shipment. Time is not of the essence with respect to the transactions covered by these terms and conditions, except with respect to Buyer’s obligation to make all related payments. Seller’s obligations under these terms and conditions will be dependent upon Seller’s ability to obtain necessary raw materials and components. Seller shall have the right to make partial deliveries and to ship in advance of shipping date.
4. Acceptance
Acceptance shall occur, if not before, when Buyer fails to reject within 48 hours after delivery of the Products. Buyer may rightfully reject only when a reasonable inspection shows that the Products fail to conform substantially to the specifications for the Products. Buyer waives any right to revoke acceptance. Buyer’s remedies for any nonconformity detected after acceptance are limited to those expressly provided in these terms and conditions for breach of warranty.
5. Limited Warranty
Subject to the exclusions and restrictions and for the periods of time described in this warranty, Seller warrants that the Products will be free from defects.
Warranty coverage begins on the date of shipment of Products.
If any defect exists during the period of time identified below, Seller will, at its option, either repair or replace the defective part(s) or issue a credit against the purchase price of comparable replacement part(s) purchased from Seller. Replacement parts may be new, used, repaired, and/or reconditioned.
All BubblyNet line products include 2 year warranty, 100% parts coverage. The warranty for non-BubblyNet Products and Software is provided by the respective product and software provider; Seller makes no warranty with respect to non-BubblyNet products and software.
Customers have the option to purchase an extended warranty for eligible BubblyNet products, extending coverage for up to a total of five (5) years from the original date of shipment. The extended warranty provides the same level of coverage as the standard limited warranty, and must be purchased at the time of original sale or within 90 days of the original shipment date.
Use of the Products, or any part thereof, constitutes acceptance of (i) all terms and conditions of this Warranty and (ii) the terms and conditions of the applicable BubblyNet Software license.
EXCLUSIONS AND RESTRICTIONS
This Warranty does not cover:
1. Damage, malfunction or inoperability diagnosed by Seller as caused by normal wear and tear, abuse, misuse, incorrect installation, neglect, accident, interference or environmental factors, such as, but not limited to, (a) use of incorrect line voltage, fuses, or circuit breakers; excessive line noise in the power supply; (b) failure to install, maintain and operate the Products pursuant to the operating instructions provided by Seller and the applicable provisions of the National Electrical Code and of the Safety Standards of Underwriters Laboratories; (c) use of incompatible devices or accessories; (d) improper or insufficient ventilation; (e) unauthorized repairs or adjustments; (f) vandalism; (g) water damage, (h) an act of god, such as fire, lightning, flooding, tornado, earthquake, hurricane or other problems beyond Seller’s control; (i) a virus or computer hacker; or (j) failure to maintain equipment in specified temperature range.
2. Except as otherwise provided herein, on-site labor costs to diagnose issues with, and to remove, repair, replace, adjust, reinstall and/or reprogram the Products or any of its components.
3. Components and equipment external to the Products, such as, lamps, non-BubblyNet ballasts/drivers, sockets, and fixtures; fixture wiring between ballasts and lamps; building wiring between the lighting control system panels and lamps and between the controls and the lighting control system panels; audio-visual equipment; and non-BubblyNet hardware to include time clocks, motion detectors, and sensors.
4. The cost of repairing or replacing other property that is damaged when the Products do not work properly, even if the damage was caused by the Products.
5. Modifications or upgrades to the BubblyNet Software necessitated by the upgrade or modification of the operating system software on the Supplied Computer, or any other computer, being utilized to operate the BubblyNet Software.
6. Repairs required due to malfunctions caused by non-BubblyNet Software.
7. Any loss of software, including the BubblyNet Software, or data. Customer has sole responsibility to properly back up all data on the Supplied Computer and on any other storage device within the Products.
8. Damage, malfunction or inoperability to the Supplied Computer diagnosed by Seller as caused by a) any item included in 1, above, b) failure to provide a reliable power supply (including generator or battery back-up), c) improper shut down caused by power loss, or d) installation of any unauthorized software.
9. Window shade systems, including components and fabric.
WARRANTY LIMITATIONS
EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. SELLER DOES NOT WARRANT THAT THE SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
NO SELLER AGENT, EMPLOYEE OR REPRESENTATIVE HAS ANY AUTHORITY TO BIND SELLER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE SYSTEM. UNLESS AN AFFIRMATION, REPRESENTATION OR WARRANTY MADE BY AN AGENT, EMPLOYEE OR REPRESENTATIVE IS SPECIFICALLY INCLUDED HEREIN, OR IN STANDARD PRINTED MATERIALS PROVIDED BY SELLER, IT DOES NOT FORM A PART OF THE BASIS OF ANY BARGAIN BETWEEN SELLER AND CUSTOMER AND WILL NOT IN ANY WAY BE ENFORCEABLE BY CUSTOMER.
IN NO EVENT WILL SELLER OR ANY OTHER PARTY BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, CONFIDENTIAL OR OTHER INFORMATION, OR PRIVACY; BUSINESS INTERRUPTION; PERSONAL INJURY; FAILURE TO MEET ANY DUTY, INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; NEGLIGENCE, OR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), NOR FOR ANY REPAIR WORK UNDERTAKEN WITHOUT SELLER’S WRITTEN CONSENT ARISING OUT OF OR IN ANY WAY RELATED TO THE INSTALLATION, DEINSTALLATION, USE OF OR INABILITY TO USE THE SYSTEM OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS WARRANTY, OR ANY AGREEMENT INCORPORATING THIS WARRANTY, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SELLER OR ANY SUPPLIER, AND EVEN IF SELLER OR ANY OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DIRECT DAMAGES AND ALL DAMAGES LISTED ABOVE), THE ENTIRE LIABILITY OF SELLER AND OF ALL OTHER PARTIES UNDER THIS WARRANTY ON ANY CLAIM FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, SALE, INSTALLATION, DELIVERY, USE, REPAIR, OR REPLACEMENT OF THE PRODUCTS, OR ANY AGREEMENT INCORPORATING THIS WARRANTY, AND CUSTOMER’S SOLE REMEDY FOR THE FOREGOING, WILL BE LIMITED TO THE AMOUNT RECEIVED BY SELLER FOR THE PRODUCTS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
TO MAKE A WARRANTY CLAIM
To make a warranty claim, promptly notify Seller within the warranty periods described above by calling BubblyNet Field Service at +1 727-316-5319 or online https://bubblynet.com/contact/. Seller, in its sole discretion, will determine what action, if any, is required under this warranty. Most product problems can be corrected over the phone through close cooperation between customer and a technician. To better enable Seller to address a warranty claim, have the Products serial and model numbers, its current operating system version, and the brand names and models of any peripheral devices used with the Products available when making the call.
If Seller, in its sole discretion, determines that an on-site visit or other remedial action is necessary, Seller may send a BubblyNet Service representative or coordinate the dispatch of a representative from a Seller approved vendor, to the site of the Products and/or coordinate a warranty service call between customer and a Seller approved vendor. All on-site labor costs incurred to diagnose any problems with the Products and to repair, replace or adjust (at Seller’s option) the Products to restore them to normal operation will be paid by customer at the then current service price unless covered by this Warranty.
REMOTE ACCESS
An appropriate communications link to the computer must be installed to allow Seller to remotely administer, troubleshoot, and support the Products. Contact Seller for supported communication link protocols (example: Ethernet). Seller expressly disclaims all liability due to local area network (LAN) and wide area network (WAN) problems, firewalls, or other security features which prevent Seller’s ability to remotely access the Products. Seller disclaims all responsibility for ensuring the security of the Products and communication link from unauthorized access.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, INCIDENTAL DAMAGES, STATUTORY DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LIQUIDATED DAMAGES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO A PRODUCT SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT FROM WHICH THE CLAIM ARISES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY WHETHER SELLER’S LIABILITY ARISES OR RESULTS FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE, MALICE, OR INTENTIONAL CONDUCT), STRICT LIABILITY, BY OPERATION OF LAW, OR OTHERWISE.
7. Quotation/Design
Quotation
Change Order prices are firm thirty (30) days from date of quotation or until made invalid by by the execution of other, separately priced, change order(s).
Quotations are based on BubblyNet’s interpretation of provided documents and includes BubblyNet standard design, finish and any indicated otherwise.Compliance with project specific plans and/or specifications is not the responsibility of BubblyNet, and BubblyNet’s acceptance of an order does not suggest or confirm such compliance. For all custom orders, the end-user or other authorized representative for a project must approve all drawings. Changes in drawings and/or Bill of Material will require a new quotation.
Price
All prices are subject to change without notice.
Taxes/Duties
All prices exclude Taxes ( as defined in Article 14) and are the sole responsibility of the customer.
Order
An order may be placed against this quotation on a Hold-for-release basis. An order will not be considered firm unless accepted in writing by BubblyNet after receiving payments. Acceptance of an order does not imply conformance to plans and specifications. Prices are firm for sixty days (60) from the date of order acceptance. The price of all Hold-for-release orders not released for immediate shipment within four (4) months from the date of orders acceptance will be increased up to 15% over the initial order price to cover increased cost of labor and material. All Hold-for-release orders not released for immediate shipment within six (6) months from the date of order acceptance may be cancelled by BubblyNet and subject to a 50/% cancellations fee.
An order is considered and order when payment or proof of payment is received.
Terms
Payment terms of sale shall be set by BubblyNet’s credit department and may vary on a per order basis. BubblyNet may elect, at its discretion, not to quote or accept an order above your confirmed, irrevocable letter credit for each order. Further, BubblyNet may elect, at his discretion, not to quote or accept an order above your normal credit limit. If this quotation exceeds your credit limit, you should contact BubblyNet credit department to discuss credit and terms.
8. Cancellation and Return of Products
Cancellation
Orders for standard BubblyNet products may only be revised or cancelled in 48 hours from the order confirmation from BubblyNet. Orders for non-standard or custom products can not be cancelled at anytime. Any product which BubblyNet has the capability of producing but does not inventory is considered a nonstandard or custom product. For all cancelled standard orders, a fee will apply amounting 25% after 48 hours and 50% after 5 days and shall be due before cancellation can be processed.
Seller shall not be liable for any failure to perform or delay in performing its obligations resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer or those under Buyer’s control, acts of government or other civil or military authorities, priorities, strikes, or other labor disputes, fires, accidents, floods, epidemics, war, riot, embargoes, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond Seller’s reasonable control (“Force Majeure Event”). If Seller elects, the time for performance shall be extended by a period of time equal to the time lost because of any delays caused by reasons of a Force Majeure Event. Should Seller be prevented from completing Buyer’s order or any part thereof because of any Force Majeure Event, then Buyer agrees promptly upon request and upon receipt of invoice therefore, to pay Seller for any Product or Products then completed.
Returned Goods Policy
New unopened products may be returned in accordance with BubblyNet Return Goods Policy in effect of the date each order is accepted and authorized by BubblyNet on a Return Goods Authorization, with exception of non-standard, custom products. Customer will be charged a minimum restocking charge of 60% of the cost of the returned goods and shall be responsible for freight and duties to return the products to BubblyNet. Credit will be disbursed as credit on account only after received and inspect by BubblyNet. Credit on account will expire within six (6) months from authorization date.
Product Changes
Supplier reserves the right to discontinue the manufacture or sale of any product ( “Supplier Product”) at any time or to alter, modify or redesign the Supplier Products.
9. Packaging/Shipping/Risk of Loss
Unless otherwise agreed by Supplier in writing (1) Supplier shall select the method of shipment and carrier, and (2) costs for shipping shall be billed to Customer in accordance with the carrier’s then current price list. Costs for special packaging and/or handling requested by Customer shall be the responsibility of Customer. the risk of loss, damage or shortage of Supplier Products shall pass to Customer upon delivery to the carrier regardless of notice to Customer. Supplier assumes no responsibility for insuring shipments unless specifically agreed to in writing by supplier, in which case the cost of insurance shall be for Customer’s account.
10. Delivery
Quoted shipping and/or delivery dates are based on estimates at the time of order. Supplier shall use reasonable commercial efforts to meet such shipping and/or delivery dates, but supplier shall not be liable for any direct or indirect costs or damages, including without limitation incidental or consequential damages, resulting from lat deliveries. Except as expressly provided otherwise herein, Customer agrees to purchase and pay for all material ordered as specified on Supplier’s invoice.
11. Claims for Loss,Damage or Shortage
Any claims for damage, loss or shortage should be filed by Customer with the respective transportation carrier in writing immediately upon receipt of Supplier Products. In no event shall Supplier be liable for damage or lost a shipment caused by carrier. If shortage exist with respect to any shipment and it is not concealed, Customer shall secure a notation of such shortage from carrier on the freight bill or delivery receipt. If shortage is concealed, Customer must notify the carrier and supplier pithing 5 business days. No claims for damage, loss or shortage will be allowed unless they are accompanied by an inspection report with proof images and signed delivery receipt.
12. Work Product
“Work Product” shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, inventions, products, special tooling, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others that result from or relate to the Products. All Work Product shall at all times be and remain the sole and exclusive property of Seller. Buyer hereby agrees to irrevocably assign and transfer to Seller and does hereby assign and transfer to Seller all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights. Buyer hereby waives any and all moral and other rights in any Work Product or any other intellectual property created, developed or acquired in respect of the Products. Seller will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Seller deems appropriate. All tools and equipment supplied by Buyer to Seller shall remain the sole property of Seller.
13. Confidentiality
(a) Buyer may acquire knowledge of Seller Confidential Information (as defined below) in connection with Products and/or its performance hereunder and agrees to keep Seller Confidential Information in confidence during and following termination or expiration of this Agreement. “Seller Confidential Information” includes but is not limited to all information, whether written or oral, in any form, including, without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product, and other material or information considered proprietary by Seller relating to the current or anticipated business or affairs of Seller that is disclosed directly or indirectly to Buyer. In addition, Seller Confidential Information means any third party’s proprietary or confidential information disclosed to Buyer in the course of providing Products to Buyer.
(b) Buyer agrees not to copy, alter or directly or indirectly disclose any Seller Confidential Information. Additionally, Buyer agrees to limit its internal distribution of Seller Confidential Information to Buyer‘s employees who have a need to know, and to take steps to ensure that the dissemination is so limited. In no event will Buyer use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Seller Confidential Information. Buyer may disclose Seller Confidential Information that is required to be disclosed pursuant to a requirement of a government agency or law but only after Buyer provides prompt notice to Seller of such requirement and gives Seller the opportunity to challenge or limit the scope of the disclosure.
(c) Buyer further agrees not to use Seller Confidential Information except in the course of performing hereunder and will not use such Seller Confidential Information for its own benefit or for the benefit of any third party. All Seller Confidential Information is and shall remain the property of Seller. Upon Seller’s written request, Buyer shall return, transfer or assign to Seller all Seller Confidential Information, including all Work Product, and all copies containing Seller Confidential Information.
14. Patent Indemnity
In the event any Product is made in accordance with drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to indemnify, defend and hold Seller harmless from any and all damages, costs and expenses (including attorney’s fees) relating to any claim arising from or relating to the design, distribution, manufacture, marketing, sale, or use of the Product or arising from or relating to a claim that such Product furnished to Buyer by Seller, or the use thereof, infringes any claim of any patent, foreign or domestic, and Buyer agrees at its own expense to undertake the defense of any suit against Seller brought upon such claim or claims.
15. Changes in Product Design or Manufacture
Seller shall have the right to change, discontinue or modify the design and construction of any of its products and to substitute material equal to or superior to that originally specified.
16. Software License
Software, if included with a Product, is hereby licensed and not sold. The license is nonexclusive, and is limited to use with the Product with which it is included. No other use is permitted and Seller retains for itself (or, if applicable, its suppliers) all title and ownership to any software delivered hereunder, all of which contains confidential and proprietary information and which ownership includes with- out limitation all rights in patents, copyrights, trademarks and trade secrets. Buyer shall not attempt any sale, transfer, sublicense, reverse compilation or disassembly (save to the extent expressly permitted by law) or redistribution of the software. Buyer shall not copy, disclose or display any such software, or otherwise make it available to others.
17. Compliance with Laws
Buyer shall comply with all laws and regulations applicable to Products, including but not limited to all applicable import and export laws and regulations. Buyer and Buyer’s Agent shall provide all information requested by Seller relating to Seller’s voluntary or mandatory compliance with any law or regulation, and Buyer shall indemnify Seller for any losses incurred by Seller arising from Buyer’s or Buyer’s Agent’s failure to provide the information requested by Seller.
18. Waiver
No waiver of any provision of these terms and conditions (or any right or default hereunder) shall be effective unless in writing and signed by an authorized representative Seller. Any such waiver shall be effective only for the instance given, and shall not operate as a waiver with respect to any other rights or obligations under these terms and conditions or applicable law in connection with any other instances or circumstances.
19. Language
The parties have expressly required that these terms and conditions be prepared in the English language.
20. Choice of Law and Dispute Resolution
Except as set forth below, these terms and conditions shall be governed by and construed in accordance with the laws of the State of Florida. If Buyer is incorporated outside of the United States, any dispute will be resolved by arbitration in Pinellas Country, Florida by three arbitrators and under the International Chamber of Commerce Rules of Arbitration. The language of the arbitration will be English. In all cases, Buyer and Seller expressly exclude from application the United Nations Convention on Contracts for the International Sale of Goods.
21. Assignment
Buyer may not assign, transfer or subcontract the performance of its services, or any of its rights and/or obligations hereunder, without Seller’s prior written consent.
22. Severability
If any provision of these terms and conditions is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions of these terms and conditions will not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added, as part of these terms and conditions, one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.