procurement terms & conditions

1.      GENERAL
These Terms and Conditions, the provisions of any document referring to these Terms and Conditions, any attachments thereto, and any samples, drawings or specifications referred to therein, shall collectively constitute the "Purchase Order".  This Purchase Order shall constitute our offer to purchase from you the products and/or services ordered (the “Products/Services”).  We may revoke this offer at any time before your acceptance.  Upon acceptance, you agree to sell and deliver the Products/Services to us in accordance with this Purchase Order.  You shall be deemed to have accepted this offer by sending us a written acknowledgment, by delivering the Products/Services ordered, or by commencement of work on the Products/Services. WE OBJECT TO AND REJECT THE PROVISIONS OF ANY ACKNOWLEDGMENT, ORDER ACCEPTANCE, WARRANTY STATEMENT, OR INVOICE WHICH ARE INCONSISTENT WITH OR IN ADDITION TO THE  PROVISIONS OF THIS PURCHASE ORDER.  THIS PURCHASE ORDER SHALL BE THE COMPLETE AND EXCLUSIVE CONTRACT BETWEEN US WITH RESPECT TO THE PRODUCTS/SERVICES AND MAY BE MODIFIED ONLY IN WRITING SIGNED BY OUR AUTHORIZED REPRESENTATIVE AND BY YOU.  NO PRIOR PROPOSALS, QUOTATIONS, STATEMENTS, FORECASTS, COURSE OF DEALING OR USAGE OF TRADE WILL BE PART OF THE CONTRACT BETWEEN US. In the event, however, of a conflict between these Terms and Conditions and any terms and conditions set out in a written supply agreement or purchase agreement executed by the parties, then the terms and conditions in such supply agreement or purchase agreement will prevail.  

2.1    Price.  Prices for the Products/Services are not subject to increase, except as may be permitted below under “Changes”.  If no price is stated herein, the Products/Services shall be billed at the price last quoted by you, last paid by us or the prevailing market price for a like kind and quantity of goods/services, whichever is lowest. Price covers the net weight of material, packaging, labeling, agreed documentation and no extra charges of any kind (including charges for containers, insurance, packing, crating, storage, handling or cartage, interest charges, service charges and the like) will be allowed.  Unless prohibited by law, you will separately indicate on your invoice any tax that is required to be imposed on the sale of the Products/Services. 
2.2    Changes.  All quantities ordered are estimates only and may be revised as our requirements change, unless otherwise agreed.  We may at any time make changes in Product/Services, including but not limited to, specifications, drawings, designs, deliverables, delivery dates, shipping instructions or other terms of the Purchase Order.  Such changes will be confirmed in writing signed by our authorized representative.  You must notify us within two (2) days of our notice whether such changes will affect price or time of delivery and, if price and time of delivery will be affected, within five (5) days of our notice to what extent.
2.3    Transportation.  Unless otherwise specified in a Purchase Order or specifically included in the pricing hereto, you agree to ship and provide the Products to us using our designated carrier with transportation charges billed directly to us by the carrier.  We will not pay premium transportation charges unless authorized by us in writing.  You will list any unauthorized charges not otherwise billed to us as a separate line item on your invoice.  If you ship Products by an unauthorized method or carrier, you will pay any resulting increased freight costs.  You will release rail or truck shipments at the lowest valuation permitted and will not declare value on Products shipped.
2.4    Title and Risk of Loss.  Delivery and title and risk of loss will pass to us FOB Destination in the US and DDP for the rest of the world at the premises specified in the Purchase Order (Incoterms 2010) unless otherwise stated in the Purchase Order.
2.5 Shipments.  You agree to assure deliveries and quantity of Product and completion of Services on the dates specified in this Purchase Order.  All deliveries must be made during the opening hours of the unit receiving, and must likewise be made at the locations, deposits or warehouses stated on PO. Unless otherwise expressly stated, time is of the essence.  In the event any Product shipment is not made in time for delivery on the date and in the quantity set forth on the Purchase Order, or if applicable, the Purchase Order is shipped without an approved/transacted Advance Shipment Notice, or Services are not commenced or completed as set forth on the Purchase Order, we may:
(i) return to you some or all of the Products in the shipment at your risk and expense, including without limitation warehouse or handling cost;
(ii) purchase substitute products and/or services elsewhere and charge you with any resulting loss;
(iii) direct you to make an expedited shipment of additional or replacement Products, with the difference in cost between any expedited routing and the Purchase Order routing to be paid by you; or
(iv)  debit you for costs incurred while manually receiving materials into SAP or equivalent program of ours.  You agree to notify us immediately if you ever have reason to believe that the Products/Services will not be delivered or completed as ordered, or a shipment will not be made as scheduled.
2.6    Packing List.  If applicable, Each shipment made by you shall include a packing list containing the Purchase Order number, name of the supplier, item number(s), revision number(s) and our product identification(s), unit of measure, quantity shipped (Product gross and net weight & number of pallets), detailed content of pallets/package, date of shipment, Country of Origin, any assignation of the packaging furnished, and such other information as we may reasonably request or is required by applicable law. Delivery may be refused in absence of such information.
2.7    Inspection and Rejection.  All Products/Services delivered to us by you must meet the terms and conditions of this Purchase Order.  All Products/Services shall be received subject to our acceptance or rejection on or before the end of the Inspection Period. We may reject any entire order based upon a reasonable sampling of Products/Services.   “Inspection Period” means a reasonable time after delivery of any Products or completion of any Services, to allow for the performance of any inspection, installation activities, testing, or trials, but shall in no event be less than thirty (30) days.  Partial or total payment by us for Products/Services under this Purchase Order prior to the end of the Inspection Period shall not constitute its acceptance thereof, nor shall such payment remove your responsibility for any non-conforming items.  You agree to provide and maintain inspection and process control systems acceptable to us with respect to the manufacture of Products and performed Services, and you agree to keep and make available complete records of all your inspection work and process control work for 10 years or the product shelf life + 1 year.
2.8    Quality Assurance.  You shall apply, maintain and document a quality system that complies with cGMP/ISO or a comparable standard for guaranteeing that the Products/Services comply with the agreed quality.
2.9    Invoices.  Your Invoices shall contain the Purchase Order number, item number(s), invoice quantity, unit of measure, unit price, total invoice amount, your name and phone number, address to which remittance should be sent, and other such information as may be required by law or requested from time to time by us. Upon our request, your Invoices shall also contain the country of origin per item and applicable Harmonized Tariff number per item.
2.10  Payments.  Unless otherwise agreed to in writing, we shall settle accurate invoices arising under this Purchase Order prepared in accordance with the terms hereof within sixty (60) days of receipt of invoice.  Such time period will not apply to the extent it does not comply with applicable law; in such event, the time period is hereby deemed modified in order to render it compliant with such law.  All sums to be paid by us under this Purchase Order shall be in the currency of the country of the Capsugel purchasing entity, unless otherwise agreed to by the parties. We will not be liable for any late fees, interest, carrying or other charges associated with any late payments in excess of any minimum requirements for late payments prescribed under applicable law. Invoices submitted without required data are subject to rejection.
2.11  Set-Off.  We may deduct any amounts owed to us by you or any of your affiliates on any basis whatsoever under any order from the amount owed to you.  We may set-off such amounts owed us by right, regardless of whether the legal requirements for set-off have been met or not.
2.12  Warranty.  You represent and warrant that the Products will:  
(i) be owned by you and free of all liens, claims or encumbrances;  
(ii) conform strictly to all express or implied specifications, drawings, plans, instructions, samples or other descriptions;  
(iii) be fit and sufficient for the purpose(s) for which they were manufactured and sold, and if you know (or have reason to know) of a particular purpose for which we or our customers intend to use the Products, will be fit for such particular purpose; (iv) be new and merchantable; and
(v) be free from defects in design, material and workmanship, whether latent or otherwise.  You represent and warrant that neither the Products nor use of the Products/Services will infringe any patent, copyright, trade secret, trademark or other property right of a third party, but only to the extent that such infringement is not caused by any design feature incorporated into the Product/Service at our request. You represent and warrant that any Service you may provide will be performed in a competent manner and be fit for any purpose for which you know or have reason to know we or our customers intend to use such Service.  You agree that these warranties:  (x) survive the inspection, acceptance and use of the Products/Services by us and our customers; (y) are for the benefit of us and our successors, assigns, customers and users of our products/services; and (z) are in addition to any warranties and remedies to which we may otherwise agree or which are provided by law.  You agree to extend to our customers and us (and to enforce) any warranties received from your suppliers. In the event of breach of the warranty hereunder you agree, at our option, to promptly re-perform, replace or repair any non-conforming Products/Services at your own cost or to refund us for any payments made and to compensate us in accordance with applicable law for damage and loss suffered by us as a consequence of the non-conformance. Any claims by us under this warranty provision will be submitted to you within two (2) years from date of delivery of the Products or completion of the Services; provided, however, that claims for latent defects shall be made within ninety (90) days of discovery of such defect.
2.13  Indemnification.  You agree to defend, indemnify and hold us and our customers harmless from and against any and all claims (including without limitation claims for infringement of intellectual property, breach of contract, death or injury to a person or injury to property, or other tort claims), liabilities, damages  (whether direct or indirect, incidental or consequential) and expenses (including court costs and attorneys' fees) arising out of or relating to the breach by you of any covenant, representation, certification, or warranty contained in this Purchase Order, or from any act or omission of you or your agents, employees or subcontractors.  We will notify you of any such claim, suit or proceeding and will assist you (at your expense) in the defense of the same. This indemnity is without prejudice to any other claims or rights that we may have, whether under these terms and conditions, at law or otherwise.
2.14  Packaging and Labeling.  You shall be responsible at your own expense for the safe and suitable packaging of the Products.  You undertake to observe the requirements of all relevant regulations relating to the packaging, labeling and carriage of the Products in the countries of manufacture, shipment, transit or destination.

3.1    Without Cause.  We may terminate all or any part of the Purchase Order at our convenience, without cause, at any time by giving you ten (10) days written notice.  In such event, you shall immediately cease all work and terminate all orders and contracts, and we shall be liable to you only for your reasonable actual costs as a direct result of the termination which may not be recovered or mitigated  (e.g. purchased materials and labor costs incurred prior to receipt of notice of termination).  You will notify us in writing of such costs within thirty (30) days of termination.  The foregoing shall constitute our only liability to you for termination without cause.
3.2    With Cause.  If you default, we may terminate all or any part of the Purchase Order without liability to you by giving notice to you.  A default will occur if you: 
(i) fail to perform within the time period specified in the Purchase Order;  
( ii) so fail to make progress as to endanger performance of the Purchase Order,
iii) fail to comply with the applicable laws and regulations under which you do business; or
iv) fail to comply with Capsugel’s compliance requirements described herein.  We may terminate this Purchase Order upon a default and if you do not cure the default within ten (10) days (or any longer period we authorize in writing) after your receipt of our written notice of default.  Additionally, if we determine that any of your representations, warranties, certifications or covenants are untrue, we shall have the right to terminate this Purchase Order immediately without further compensation to you, and you shall compensate us for any damages suffered by us as a result of your untrue representations, warranties, certifications or breach of covenants.  A default will also occur if you fail to meet your financial obligations as they become due, if any proceeding under the bankruptcy or insolvency laws is brought against you, a receiver is appointed for you, or you make an assignment for the benefit of creditors.  If a Purchase Order is terminated due to your default, without prejudice to any other legal or equitable remedies available to us, we will have the right to: (a) refuse to accept delivery of any and all Products; (b) return to you unused Products already accepted and recover from you payments made for such Products (and for our freight, storage and other expenses); (c) recover any advance payments to you for undelivered or returned Products/Services; (d) purchase Products/Services elsewhere and charge you with any resultant losses, including without limitation incidental or consequential damages incurred which are attributed to your default; and (e) take title to and possession of any previously undeliverable part of work performed under this Purchase Order.

4.1    Applicable laws.  You represent and warrant that your performance under this Purchase Order will comply with all applicable laws, ordinances, rules, and regulations, and all conventions and standards, as amended from time to time, of each and all countries where the Products/Services are to be manufactured, used, or delivered, or your performance is to occur.
4.2    Code of Conduct.  You represent and warrant that your performance under this Purchase Order will be consistent with those standards set out in our Supplier Code of Conduct, a copy of which you have had the opportunity to download and review. You agree to notify us promptly in the event you become aware that your performance hereunder does not comply with applicable law or our Supplier Code of Conduct.
4.3    Ethical sourcing.  You represent and warrant: (i) that you and your suppliers will comply with all applicable state, national, and international laws, rules and regulations relating to ethical and responsible standards of behavior, including, without limitation, those dealing with human rights (including, without limitation, human trafficking and slavery and conflict mineral sourcing);
(ii) that you and your suppliers will not use child, forced prison labor, human trafficking, the labor of persons in violation of the minimum working age in the country of manufacture, or labor in violation of minimum wage, hour of service, or overtime laws in the country of manufacture or in any jurisdiction in which services are provided under this Purchase Order in connection with the manufacture and supply of Products/Services and
(iii) that the Product does not contain (a) cassiterite, columbite-tantalite, gold, wolframite, or their derivatives tantalum, tin, or tungsten (“Initial Conflict Minerals”) that originated in the Democratic Republic of Congo, Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia (collectively, the “Covered Countries”), or (b) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Covered Countries pursuant to Rule 13p-1 (“Rule 13p-1”) of the Securities and Exchange Act of 1934  (“Additional Conflict Minerals”, and together with the Initial Conflict Minerals, “Conflict Minerals”).  Notwithstanding the foregoing, if you determine that a Product contains a Conflict Mineral, you shall immediately notify us in writing, which notice shall identify the Conflict Mineral contained in the Product, identify the supplier and/or source (smelter or mine) of the Conflict Mineral, and include a description of the reasonable country of origin inquiry and due diligence process undertaken by you as prescribed by Rule 13p-1.
4.4    Import/Export.  You represent and warrant that you will comply with all applicable laws and regulations, relating to import/export matters.  You will also obtain all applicable permits and licenses necessary to perform your obligations under this Purchase Order, and upon our request, will provide us with copies of such permits and licenses.  Where Products contain United States components, you will also provide us with details of the United States content value as a percentage of the Product price upon our request.  Additionally, you will provide ECCN numbers assigned to Products or any other information we may reasonably require upon request.  
4.5    Country of Origin.   You will mark each Product, and, as appropriate, Product packaging, labels, and invoices with the country of origin for the Product, in accordance with the applicable trade and customs laws.  You will also provide acceptable and auditable documentation that establishes the country of origin for Product, including without limitation, certifications of origin for Products qualifying for EFTA/EU and other preferential duty provisions, as applicable. 4.6    Affirmative Action.  Capsugel is an equal opportunity employer and federal contractor or subcontractor.  Consequently, you agree that, as applicable to you, you will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference.  These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity/expression or national origin.  These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.  The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under U.S. federal labor laws.
4.7    Product Regulatory Compliance.  When relevant, you represent and warrant that the Products and their manufacture will comply with all applicable drug and medical device laws and regulations, and any other relevant government and environment laws and regulations in countries where the Products are sold.   
4.8    Product Changes.  Changes proposed by you, both material and process changes, which may affect form, fit, function, reliability, serviceability, performance, interchangeability, regulatory compliance, safety or interface with our product or equipment must be submitted along with a written change notice, for our approval.   At a minimum, the change notice must include your affected part number, date of implementation, serial number effectivity of the assembly that is changed, reasons for the change and the specific dates of the change.  This change notice must be sent to us a minimum of six (6)  months in advance of the proposed implementation date.  We then have fifteen (15) days to respond to you with approval of the change, disapproval of the change, or a request for sample evaluation by us.
4.9    Environmental Quality.  You represent and warrant that (i) you will take appropriate actions to provide a safe and healthy workplace and to protect local environmental quality in all of your activities, and (ii) each chemical substance constituting or contained in goods sold or otherwise transferred to us hereunder is on the list of chemical substances compiled and published (a) by the Administrator of the Environmental Protection Agency pursuant to the Toxic Substances Control Act (15 USC Section 2601 et seq.) as amended, or (b) the European Inventory of Existing Commercial Chemical Substances (EINECS) or the European List of Notified Chemical Substances (ELINCS) or (c) any equivalent lists in any other jurisdictions to which we inform you the goods will likely be shipped.
4.10  Dangerous Goods.  Before shipment you agree to check whether the material is dangerous according to applicable dangerous goods transportation regulations and to comply with any similar requirements in any other jurisdictions to which we inform you the goods is likely to be shipped.  When shipping the goods,  the goods must be defined in accordance with UN hazard classes and packed and marked, and dangerous declarations shall be made according to criteria of transportation mode.
4.11  You further represent and warrant that you have established an effective program to ensure that the activities of any suppliers you utilize to provide any Products/Services that will be incorporated into the goods supplied under this Purchase Order will be conducted in conformance with the above-stated warranties and representations.
4.12  From time to time, at our request, you shall provide certificates to us relating to any applicable legal requirements or to update any of the representations, warranties, certifications or covenants contained in this Purchase Order, such certificate to be in form and substance satisfactory to us.

For the purpose of this provision the definitions of “Personal Data” and “Processing” shall be as provided for in EU Directive 95/46/EC. With regard to Personal Data received from us, you agree
(i) not to use it other than for its intended purpose and
(ii) not to disclose it to any third parties unless we have given our prior written consent thereto. You shall use appropriate measures to ensure security and confidentiality of our Personal Data. You shall notify us in the most expedient time possible and without unreasonable delay of any Security Breach involving any our Personal Data where “Security Breach” is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or integrity of the data, including but not limited to any unauthorized access or use. We shall have the right to use Personal Data received from the you in conformity with applicable data protection laws. Due to the global nature of our organization, your Personal Data may be transferred to and stored in a global database and processed by our relevant employees and suppliers as well as our affiliates who may be located in countries outside the European Union and which have their own data protection standards and guidelines.  You agree that you will comply with all legal requirements, including but not limited to obtaining the consent of the data subject, where required, prior to transferring any of your Personal Data to us. Upon termination of this Agreement, for whatsoever reason, you shall stop the Processing of our Personal Data, unless otherwise agreed by us, and these undertakings shall remain in force until such time as you no longer possess our Personal Data.

6.1    Communications.  You must maintain the ability to contact us on a 24 hour a day, 7 day a week basis in order to communicate and manage crisis situations that threaten to or interrupt the Supply Chain.
6.2    Business Contingency Plan (BCP).  Upon our request, you shall provide to us a Business Contingency Plan that outlines your internal contingency arrangements to ensure our continuity of supply if you or any of your suppliers are unable to provide Products or components to such Products to us.

7.1    Our Property.  All tools, dies, layouts, models, drawings, plans, data, manufacturing aids, testing or other equipment or materials, inventions, technology, trade secrets, know how, all reproductions and replacements, or other proprietary information, and all intellectual property rights in the foregoing, which we furnish to you, or which is developed or acquired at our expense or at our direction in the performance of work hereunder, shall be our property and deemed a bailment.  You hereby assign and agree to assign to us, and to cause your employees to assign to us, in each case without additional compensation, all such property.  You shall bear the risk of loss and damage to all such property.  All such property shall be safely maintained separate from your property, and marked "Property of Capsugel".  You shall not move our property from your premises or possession without our prior written consent.  You agree not to substitute any property for our property and not to use such property except for performance of work hereunder or as authorized by us.  You also agree to insure any tangible property at full replacement cost.  Tangible property will be held at your risk and subject to removal at our written request (in which event you will redeliver such property to us at your expense in the same condition as originally received by you, reasonable wear and tear excepted).
7.2    Your Information.  Unless expressly agreed in writing to the contrary, any knowledge or information which you disclose to us will not be considered confidential or proprietary information, and we may use it free from any restrictions.  You acknowledge that we will use and rely upon information you furnish to us and that you will indemnify and hold us harmless from any and all costs and damages suffered by us as a result of any inaccuracies in such information.
7.3    Our Information.  You agree to keep confidential any materials or information furnished by us to you.  You will not disclose or use, directly or indirectly, such materials or information for any purpose other than the purposes of this Purchase Order.  You will return to us, at your expense, all such materials and information upon completion of work, termination of this Purchase Order or our request.  
7.4    Health and Safety.  Your employees, agents and representatives visiting any of our sites shall be subject to such safety and security regulations as may be in force on that site.   You shall ensure that all information held by or reasonably available to you regarding any potential hazards known or believed to exist in the transport, handling or use of the Products and/or performance of the Services shall be received by us in writing prior to delivery of the Products and/or performance of the services.  You are responsible where relevant for ensuring that tank containers and other transport equipment are carefully cleaned before filling or loading.
7.5    Audit Rights.  At our request, you will allow us to audit and to copy, if applicable, at your expense, any documents you have relating to the performance of your obligations under this Purchase Order or other applicable legal requirements.  Additionally, at our request, you will allow us reasonable access to the sites where the work under this Purchase Order is being performed in order to assess (1) work quality, (2) conformance to our specifications, and (3) conformance with your representations, warranties, certifications and covenants under this Purchase Order.
7.6    Intellectual Property.  No rights are granted to you under any of our patents, copyrights, trade secrets or other property rights except as may be expressly agreed to by us.  You will not use or incorporate into Products/Services any intellectual property of others without their written permission.  Without limiting your indemnity with respect to intellectual property, if the use of a Product/Service or any part thereof is enjoined by a court, you will, at our option and your expense, either procure for us the right to continue using the Product/Service or part, replace the same with a non-infringing equivalent, or remove the Product/Service, refund the purchase price and reimburse us for any related costs incurred by us.
7.7    Trademarks.  The names and trademarks of each party shall remain their sole and exclusive property.  If you place one of our trademarks on any Product, or if a Product is unique to us, such Product will not bear your name or trademark and will not be sold to anyone else.
7.8    Publicity.  You may not, without our prior written consent, issue any press release or announcement, advertise or publish the fact that we have contracted to purchase goods or services from you, disclose information relating to this Purchase Order, or use our name or trademarks, or the names or trademarks of any of our affiliates or customers.
7.9    Work on Our Premises.  If you work on our premises or premises of our customer, you will comply with any applicable site rules and regulations.  Except to the extent a claim is due solely and directly to our negligence or our customer’s negligence, you will indemnify us and customer from any claim which may result in any way from any act or omission of you or your agents, employees or subcontractor while on our premises or premises of our customer
7.10  Insurance. You agree to maintain such public liability insurance (including without limitation workers compensation, employer’s liability, comprehensive general liability, product liability and property damage insurance) as will adequately protect us in the event of any liability arising under this Purchase Order and, upon our request, you will provide us with evidence of such insurance.
7.11  Governing Law and Dispute Resolution.  This Agreement shall be governed and construed in accordance with the substantive laws of the country where the purchasing Capsugel entity is situated, excluding conflict of law’s principles. The United Nations Convention on Contracts for International Sales of Goods shall not apply. Any dispute, controversy or claim relating to this Purchase Order (a "Dispute") will be resolved first through good faith negotiations between the parties.  If the Dispute cannot be resolved through good faith negotiations within forty-five (45) days, either party may submit the Dispute to the competent courts of the country of the purchasing Capsugel entity, excluding any other jurisdiction or arbitration.  With regards to any action for breach of confidentiality or intellectual property obligations, nothing in this section shall preclude either party from seeking interim equitable relief in the form of a temporary restraint order or preliminary injunction.  
7.13  Remedies.  Our rights and remedies herein are cumulative and in addition to all other rights and remedies available at law or in equity.
7.14  Waiver and Invalidity.  Any waiver or renunciation of a claim or right arising out of breach must be in writing and signed by the injured party.  Any failure to enforce any provision of the Purchase Order may not be construed as a waiver of such provision or any other provision nor of the right to enforce such provision.  The invalidity, in whole or in part, of any provision hereof shall not affect the remainder of the provisions.
7.15  Assignment.  You may not assign any right or delegate any duty hereunder without our prior written consent.  Any attempted assignment or delegation by you will be void.
7.16  Independent Contractor.  The relationship of the parties hereunder shall be that of independent contractors.  Nothing in this Purchase Order shall be deemed to create a partnership, joint venture, or similar relationship between the parties, and no party shall be deemed to be an agent of the other party.  You shall indemnify, defend, and hold us harmless  from and against any and all claims by your employees, contractors, or subcontractors regarding entitlement to any compensation or benefits from us or that we are for any purpose their employer or co-employer, including any claim for taxes or related penalties.  
7.17  Headings.  The headings on these Terms and Conditions are for convenience only and may not be used in the interpretation thereof.
7.18  Force Majeure.  The obligations of either party hereunder shall be excused or suspended to the extent performance is prevented or delayed by any future event, which
(i) is beyond the reasonable control, and without the fault or negligence, of the party affected thereby,
(ii) was not foreseeable by such party at the time this Agreement was entered into, and
(iii) could not have been prevented by such party taking reasonable steps; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by you to us within ten (10) days of the occurrence of such event.  Such events shall include, war, riots, fire, explosion, flood, insurrection, embargo and acts or omissions or governments in their sovereign capacity. During the period of such delay or failure to perform by you, we may acquire substitute or replacement items from one or more alternative sources, and in such event, there may be a proportionate reduction of the quantity of Products/Services required from you.  If the delay lasts more than thirty (30) days or if you do not provide adequate assurances that the delay will cease within thirty (30) days, we may terminate this Purchase Order and any funds pre-paid by us shall be promptly returned.  
7.19  Labor and Supply Problems Not Force Majeure.  In the event of any such condition, the Party affected thereby shall take all reasonable measures to mitigate and minimize the effect of the event, and to resume as promptly as possible the diligent performance of its obligations under this Agreement. Nothing herein shall, however, obligate either Party to settle strikes or other labour disputes except on terms and conditions which it, in the exercise of its sole discretion, deems appropriate.