Vybond Group, Inc.

Notice. These terms and conditions are the commercial terms of purchase of goods (“Products”) from Vybond Group, Inc. and its affiliates (“Vybond”) and apply to all purchases of Products from Vybond by any Customer (“Customer”) with notice of these terms, however gained, including the use of Vybond’s website (“Website”). These terms constitute the entire agreement of the parties with respect to the subject matter hereof; they replace all previous correspondence, proposals, offers, usages, course of dealings and conventions including implied contracts or commitments. Accordingly, no additional or different terms or attempted exclusions or modifications (by way of purchase order (“P.O.”), acceptance, confirmation, communication, course of performance or otherwise, all of which may hereafter be referred to jointly and severally as “Reply”) shall be effective against Vybond in the absence of the express written consent of Vybond by an authorized officer. Neither the submission of this document nor anything herein contained shall be construed to be an acceptance or confirmation of any prior or subsequent Reply; this document shall be a rejection and counter-offer with respect to any such Reply. Provisions below that apply only to certain types of goods (e.g., provisions relating to printed orders) only apply to the extent, if any, such provisions are applicable to Products sold to Customer. The contract between Vybond and Customer, including these terms, shall be referred to as the “Agreement.” If Customer is a distributor or other purchaser of Products that are resold to another buyer or end-user for any purpose, Customer may also be referred to as "Reseller"; and the other buyer or end-user may be referred to as "Third-Party Buyer." All oral and written technical or other assistance, information and advice given by Vybond, including that referred to in Sections 7 and 10 may be referred to as "Advice." Throughout this instrument, the use of the term “include,” however conjugated, shall be without limitation; “person” shall include any individual, corporation, LLC, partnership or other entity.

1. Time. All orders are subject to: (i) credit approval; (ii) rejection or modification due to required delivery date or raw material availability; and (iii) minimum order quantities. No lead times are guaranteed unless agreed to in writing by both parties. Any delivery date stated in a quotation or otherwise is based on Customer’s timely compliance with Vybond’s credit approval requirements and timely receipt of a P.O. and complete specifications as well as any necessary export documents and authorizations; any delay will result in delays in shipment.

2. Prices/Exclusions/Shipping. Customer acknowledges that prices, whether they appear on the Website, on a price list, or in any other form or medium, are effective only for orders shipped on the date that such prices appear. Vybond may change prices at any time without notice. Prices in quotations are effective for the specific time period stated in the quotation or, if no time period is stated, 30 days. If Customer is an existing customer currently purchasing Products at a certain price, Vybond may change its prices at any time upon 30 days’ written notice or upon 10 days’ written notice in case of a sudden severe increase in materials prices or other costs. Any temporary surcharge imposed by Vybond’s suppliers will be passed on to Customer during whatever period of time such surcharge might be in effect. Price increases for components purchased by Vybond on Customer’s behalf for inclusion in finished Products shall be passed on to Customer without advance notice and due immediately without regard to Customer’s payment terms or standard payment terms in Section 3, below. Unless otherwise agreed, prices do not include: (i) printing plates; (ii) art charges; (iii) colors; (iv) labeling; (v) silk screening; (vi) co-packing; (vii) metalizing; (viii) skids; (ix) freight; (x) warehousing; (xi) brokerage fees; (xii) upcharges for less than minimum orders or additional services and similar items; (xiii) any applicable excise, value-added, sales, use, import/export tariffs, or similar taxes or fees, including government-mandated extended producer responsibility (EPR) fees; or (xiv) insurance. All of the foregoing will be billed as separate items and are not subject to discounts. Vybond reserves the right to: (i) increase quantity ordered to nearest standard shipping unit; (ii) ship ordered Products within a range of plus or minus ten percent (10%); or (iii) both. Unless otherwise specifically agreed by the parties, all shipments are EXW (Incoterms 2020) Vybond factory or shipping point, goods loaded and stowed; title transfers when Products are loaded with the carrier at the point of shipment. For international shipments, Vybond may, upon Customer request, agree to clear goods for export and all related fees will be charged to Customer. Vybond will select the carrier unless otherwise agreed in writing. In the case of alternate shipping terms, freight costs prepaid by Vybond shall be subject to an additional administration and handling charge; Customer’s resulting charges may or may not exceed the charges that Customer might incur if Products are shipped collect. Products in transit are at Customer’s risk. Customer shall be fully responsible to pay or to reimburse Vybond for carrier demurrage and detention charges incurred as a result of delays caused or allowed by Customer. If prices include a freight component, prices shall be subject to adjustments, effective immediately without notice in the event of a subsequent change in freight rates or the imposition of a fuel or other surcharge. In the case of international sales, unless otherwise agreed, Customer shall be fully responsible: (i) to provide Vybond prior to shipment and in writing, the ultimate destination and identity of the end-user; (ii) to pay all duties, taxes and other charges imposed by any government on Products or on the purchase, exportation or importation of Products including but not limited to EPR fees assessed or required to be paid in connection with Products; and (iii) for compliance with applicable legal requirements for exportation and importation of Products.

3. Payment. A. Payment terms are net thirty (30) days from date of invoice in the currency designated by Vybond on open accounts to Customers with current, approved credit, unless otherwise agreed in a writing signed by the parties. Vybond shall not be bound to extend credit: (i) prior to Customer’s compliance with credit requirements, including Vybond’s approval of a signed credit application or (ii) because it has previously done so for Customer or others similarly situated. If Customer’s purchases of Products are made through a broker, distributor, wholesaler, filler or other intermediary (“Intermediary”), references herein to “Customer” shall include such Intermediary as necessary to the context and Customer agrees that Vybond shall be entitled to make credit decisions concerning sales to the Intermediary in Vybond’s discretion and may refuse to make sales on credit as it determines in its discretion. Vybond, to the extent necessary to protect its interest in receiving payment for Products, shall be a third-party beneficiary of any purchase contract between the Intermediary and Customer. If Vybond makes sales of Products to the Intermediary as an accommodation to Customer, Customer shall remain liable to Vybond for the cost of Products sold to the extent that the Intermediary fails or refuses to pay Vybond for such Products; Customer waives all suretyship defenses. In the event that Customer renders payment to Vybond and/or its agent in a manner purported by Customer to serve as payment in full of an invoice, Vybond and/or its agent’s acceptance of such payment (i) shall not act as an accord and satisfaction and (ii) shall be without prejudice to Vybond’s right to pursue additional payment of such invoice. Customer shall not have the right of set off unless so agreed in writing by Vybond. If any payment is past due, Vybond may impose a service charge of the lesser of the maximum amount allowed by applicable law or 1½% per month and may hold or cease shipments of Products. Any amounts charged to a credit card are subject to a convenience fee of 3%. Customer agrees to pay Vybond's attorney's fees and expenses and other collection costs in the event collection or other enforcement efforts become necessary or appropriate in Vybond’s discretion. In addition, Vybond shall have the right to terminate a sale, to stop Products in transit, and to suspend further performance under these terms and conditions and/or other agreements with Customer in the event Customer fails to make any payment when due, which other agreements Customer and Vybond hereby amend accordingly.

B. In the event of Customer’s insolvency, Vybond’s invoice shall constitute a demand for reclamation of the Products identified on the invoice under UCC section 2-702 and United States Bankruptcy Code section 546(c). Customer: (i) agrees to promptly notify Vybond in case of insolvency; (ii) waives any defenses to Vybond’s right of reclamation to the Products identified in Vybond’s invoice; and (iii) shall promptly return possession of such Products to Vybond.

4. Cancellation/Claims/Returns. Customer cannot cancel a P.O. once Products have been manufactured or special raw materials are purchased. Customer is considered to have accepted all Products delivered unless it rejects the same in writing in accordance with the Agreement. Customer must reject alleged nonconforming Products within thirty (30) days after delivery for nonconformities reasonably discoverable on inspection and within ninety (90) days after delivery for latent nonconformities; after such times, acceptance cannot be revoked. As a condition for replacement, refund or credit, Customer shall, if requested in writing by Vybond, return alleged nonconforming Products to Vybond in the same condition as when received. In all events, Customer shall provide Vybond a reasonable opportunity to examine and test such alleged nonconforming Products, except such part as cannot be returned due to necessary testing. On request, Customer shall also return, if possible, tested Products. All claims for loss or damage during transit must be made against the carrier and by notation on freight bill or delivery receipt. Any return of Products other than for alleged nonconformities shall be: (i) approved in advance by Vybond; (ii) for Products in new condition, not printed or special order Products; (iii) made within ninety (90) days of delivery; (iv) shipped at Customer’s expense; and (v) accompanied by or subject to a twenty-five percent (25%) restocking charge. Before any international return of Products, Customer must provide Vybond with a Commercial Invoice and signed Foreign Shipper’s Declaration. All credits issued for returned Products expire six (6) months after issuance.

5. Inventory. If Vybond has agreed to retain an inventory or safety stock of Products, Vybond’s obligation to produce Products for inventory shall be subject to Customer’s continued compliance with the Agreement, including timely payment and the responsibility to provide an accurate forecast and comply with applicable lead-times. In the event any item or Product is discontinued or changed by Customer, Customer shall purchase and pay for all Products previously manufactured and raw materials previously purchased to produce such Product. In the event any Products are maintained in inventory for more than ninety (90) days, Customer will either purchase such Products or order the Products scrapped and pay the purchase price as if such Products had been purchased (and Vybond will retain the scrap) and, in such cases, payment will be due immediately at the end of the ninety day period without regard to Customer’s payment terms or standard payment terms above in Section 3.

6. Confidential Information. Any Confidential Information conveyed by Vybond to the other Customer including all forms and types of financial, business, scientific, technical, economic, or engineering information, methods or know-how, prices, costs, discounts, inventions, planned and existing products (including the Products), packaging, customers, distributors, devices, formulas, designs, samples, prototypes, methods, techniques, processes, procedures, and programs, whether tangible or intangible, and whether or how stored, compiled, or memorialized (“CI”). Customer agrees not to use CI except for the purposes set forth herein or to disclose any CI except to those directors, legal and tax advisors and affiliates with a need to know such CI, each of whom shall agree to be bound by this confidentiality obligation, and to take reasonable commercial steps to protect the CI. Customer shall not copy, reverse compile, reverse engineer, or otherwise duplicate the CI. Violation of these terms may cause irreparable harm; therefore, the non-breaching party may be entitled to seek injunctive and other additional relief, including attorney’s fees, even if the CI under consideration does not constitute a trade secret without the requirement to post bond. CI shall not include information that is: (i) or becomes publicly available for reasons other than a breach of the Agreement; (ii) or becomes available to Customer from a source not known by Vybond to have a duty of confidentiality; (iii) developed by Customer without the use of Vybond’s CI; and (iv) information not under a duty of confidentiality and known by Customer prior to the date of the Agreement. In the event the parties have previously executed a confidentiality agreement (“NDA”), then the terms of the NDA, to the extent they conflict, shall prevail over the Agreement.

7. Product Planning & Compatibility. Any custom specifications, copy, and artwork supplied with a quotation, unless otherwise stated, are preliminary only and Vybond reserves the right to make modifications (after advising Customer) if Vybond determines that the modifications will result in increased efficiency of production or use. At any time that any such contemplated modification may result in any substantial change in appearance or function, Vybond will not make such change without Customer's prior approval. Customer may not reject as nonconforming any Products based on artwork or copy which Customer previously approved or because Products, conforming to samples, mock-ups or specifications (and tolerances), are incompatible with another manufacturer’s goods. Artwork, product design, production and packaging methods and other materials, information and intellectual property, including any patent, trademark, trade dress, copyright, trade secret or any other intellectual property (collectively “IP”), developed in whole or in part by Vybond shall remain Vybond’s property and subject to all IP protections, including obligations regarding CI, unless the parties enter into a written contract under which Customer specifically buys the rights to such IP and Vybond makes a written assignment thereof.

8. Limited Warranty/Limitation of Liability. Products sold are warranted to: (i) be substantially free from defects in material and workmanship when sold and (ii) comply with applicable specifications for the Products, within stated tolerances; provided, it shall be Customer’s responsibility to assure such specifications and tolerances will meet Customer’s and any Third-Party Buyer’s use and compatibility requirements. Vybond’s limited warranty is conditioned upon Customer’s acknowledgement and agreement that Customer has examined and tested samples, or has intentionally and knowingly declined to examine and test samples, prior to the initial purchase of the Product and the Customer has independently determined that the Products (i) meet Customer's and any Third-Party Buyer’s use and compatibility requirements, regardless of Vybond’s knowledge of such requirements; (ii) are appropriate for and comply with Laws relating to Customer’s and any Third-Party Buyer’s intended or actual use; and (iii) conform to compatibility and use requirements including those referred to below in Section 13 (Miscellaneous). If Customer is a Reseller, the foregoing warranty conditions apply to the resale of Products to Third-Party Buyers. OTHER THAN THE EXPRESS WARRANTIES AND REPRESENTATIONS MADE IN THIS SECTION, VYBOND MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE OR NON-INFRINGEMENT, OR THAT MIGHT OTHERWISE ARISE FROM ANY REPRESENTATIONS MADE BY OR ON BEHALF OF VYBOND OR FROM ANY DESCRIPTION OR SAMPLE OF ANY PRODUCTS. VYBOND FURTHER MAKES NO AND DISCLAIMS ANY WARRANTY (A) REGARDING THE COMPOSITION OF RECYCLED OR RE-USED RESIN CONTAINED WITHIN THE PRODUCTS, OR (B) THAT PRODUCTS CONTAINING RECYCLED OR RE-USED RESIN COMPLY WITH LAWS, REGULATIONS, OR STANDARDS GOVERNING THE MARKETING, ADVERTISING, LABELING, SALE, OR DISTRIBUTION OF GOODS. VYBOND'S LIABILITY FOR ITS ALLEGED BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, RECALL LIABILITY, NEGLIGENCE OR OTHER CAUSE OR THEORY ARISING OUT OF THIS AGREEMENT IS LIMITED TO REPLACEMENT OF DEFECTIVE PRODUCTS OR REFUND OF THE PURCHASE PRICE UPON TIMELY RECEIPT OF NOTICE REGARDLESS OF WHETHER VYBOND HAS OR HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OTHER DAMAGES. THIS LIMITED WARRANTY IS VOID WITH REGARD TO ANY PRODUCTS ALTERED, MISUSED OR SUBJECT TO NEGLECT OR ACCIDENT INCLUDING CUSTOMER’S FAILURE TO COMPLY WITH VYBOND’S STORAGE AND HANDLING INSTRUCTIONS, IF ANY. VYBOND SHALL NOT BE RESPONSIBLE TO CUSTOMER UNDER THIS LIMITED WARRANTY FOR FIT OR OTHER COMPATIBILITY PROBLEMS WHEN THE PRODUCTS ARE USED WITH GOODS OF ANOTHER MANUFACTURER. ADVICE PROVIDED BY VYBOND RELATING TO THE PRODUCTS IS SUBJECT TO THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF DAMAGES PROVISION.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF CAUSE, NOR WILL EITHER PARTY BE RESPONSIBLE FOR LOSS OF USE, LOSS OF CUSTOMERS, LOST PROFITS, INTERRUPTION OF BUSINESS OR COVER, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PRODUCTS AND SERVICES SOLD HEREUNDER ARE NEITHER FOR USE IN ANY NUCLEAR OR RELATED APPLICATIONS, NOR FOR USE AS COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS INTENDED FOR SURGICAL IMPLANT INTO THE BODY OR INTENDED TO SUPPORT OR SUSTAIN LIFE, WITHOUT VYBOND’S PRIOR WRITTEN CONSENT.

CUSTOMER AGREES IT IS ITS SOLE RESPONSIBILITY TO (1) EVALUATE COMPATIBILITY WITH FILLED OR FINISHED PRODUCT AND INTENDED USE; AND TO (2) EVALUATE COMPATIBILITY WITH ANY OTHER MANUFACTURER’S GOODS WITH WHICH THE PRODUCTS ARE INTENDED TO FIT OR BE USED.

CUSTOMER ACCEPTS THE PRODUCTS WITH THE FOREGOING UNDERSTANDINGS IN THIS SECTION; AGREES TO COMMUNICATE THE SAME IN WRITING TO ANY SUBSEQUENT PURCHASERS, CUSTOMERS OR USERS, INCLUDING THIRD-PARTY BUYERS; AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS VYBOND AS SET FORTH IN SECTION 9.

9. Indemnity. Customer shall defend, indemnify and hold harmless Vybond and its affiliates, related companies, and their respective directors, officers, shareholders, employees and agents from and against any actual and potential legal, equitable, statutory or administrative claims, losses, liens, fines, penalties, investigations, recalls and other costs and expenses (including reasonable fees and expenses of an attorney of Vybond’s choosing); and direct, indirect or consequential losses (including pure economic loss, loss of profits, loss of business, loss of goodwill and similar losses); as well as death, bodily injury, personal injury, property damage or other injury or damage (all of the foregoing in this sentence, collectively, “Claims and Losses”) arising from or in connection with (i) Customer’s or any Third-Party Buyer’s marketing, advertising, sale, distribution, handling, use or recall of the Products (including any Claims and Losses based on items for which or with which the Products are used) except to the extent caused solely by Vybond's gross negligence; (ii) the sale or use of Products that comply with the specifications for such Products; (iii) Customer’s or any Third-Party Buyer’s violation of applicable federal, state, or local law, ordinance, statute, rule, regulation, or judicial order or decision (collectively, “Laws”) or standards governing the marketing, advertising, labeling (or improper or inadequate labeling), sale, distribution, handling, or use of the Products or the items with which or for which the Products are used, including any Claims or Losses involving an alleged violation of the U.S. Controlled Substances Act (21 U.S.C. 801, et seq.), as amended, and Laws pertaining to the chemical composition of products; (iv) any alleged direct or indirect IP infringement of any kind based on Customer's samples, mock-ups or specifications or Customer’s combination of the Products with other third party materials; (v) any illegal, false, misleading or deceptive information that Customer instructs Vybond to print on or otherwise apply to or use with the Products; and (vi) any environmental pollution, contamination or damage (including, in addition to the above, fines and penalties to the extent allowed by law, clean-up and other remedial or containment costs and legal, technical or similar fees and expenses) arising out of such pollution, contamination or damage to the environment or natural resources occurring in connection with Customer’s use of any Products regardless of cause, including Customer’s negligence, strict liability, or other act or omission. Customer warrants that custom Products ordered based on Customer's samples, mockups or specifications do not infringe any IP of any kind granted by any country. Vybond reserves the right (but shall have no duty) to discontinue deliveries of any Products, the manufacture, sale or use of which might: (i) infringe any trade dress, copyright, trade secret, patent or other IP rights; or (ii) violate any foreign, federal, state or local law, regulation or order. For the avoidance of doubt, Customer acknowledges that its indemnity obligations under this Section 9 include the covenant to indemnify Vybond against any and all Claims and Losses asserted by any Third-Party Buyer to whom Customer resells Products.

10. Advice. At Customer’s request, Vybond may furnish such technical or other Advice as it has available with respect to the use of the Products. Vybond assumes no obligation or liability for any Advice it furnishes to Customer or any Third-Party Buyer concerning the Products, Customer’s or any Third-Party Buyer’s use of the Products, including its function or compatibility with another manufacturers’ goods, and whether the Products or any use thereof complies with any applicable Laws. The parties agree (unless otherwise specifically agreed to in writing by Vybond) that all such Advice is given without charge or warranty, does not alter the limited warranty and limitation of liability in Section 8 herein, is accepted by Customer at Customer’s risk, and Customer assumes sole responsibility for the results obtained in reliance thereon, including the results of Third-Party Buyers if Customer is a Reseller.

11.Force Majeure. Except with respect to Customer’s obligation to pay invoices when due, if Vybond or Customer is prevented from or delayed in performing by a force majeure event, it shall not be liable or responsible for its failure to timely perform but shall perform as soon as possible after the force majeure event ceases. References to force majeure shall refer to circumstances that are beyond a party’s control and that affect production or transportation, including acts of God, acts of war, acts of government, terrorism, riots, labor strikes, pandemic, labor lockouts, interruption in telecommunication transmission or product transportation, materials shortages or delays or sudden severe increases in materials prices or other costs, accident, fire, water damage, flood, earthquake, windstorm, other natural disasters and catastrophes, and compliance by a party with any order, action, direction or request of any governmental officer, department, agency, authority, or committee thereof. This provision is intended to be interpreted to expand rather than limit the application of the Uniform Commercial Code (“UCC”) section 2-615, as adopted in the State of Delaware.

12. Laws.

1. Governing Law & Venue. The Agreement shall be interpreted under Delaware law without regard to choice of law principles and shall not be governed in whole or in part by the United Nations Convention on Contracts for the International Sale of Goods or the Vienna Convention On The International Sales Of Goods to this Agreement; as allowed by such Conventions, the parties specifically disclaim their application. Any and all disputes between the parties shall be prosecuted solely and exclusively in the federal or state courts located in Delaware, and Customer consents to personal jurisdiction of those courts located in Delaware federal or state courts and waives all defenses based on inconvenient forum; provided, however, that Vybond may institute an action for equitable relief in a different jurisdiction at the site of an alleged wrong. For all matters not covered by the terms of the Agreement, the UCC shall control. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ENFORCEMENT OF THE AGREEMENT. Until receiving payment in full, Vybond shall have all rights of a seller under the UCC in addition to those in the Agreement and otherwise, including rights of a secured party (under Article 9 of the UCC) and rights of reclamation (under the UCC and the U.S. Bankruptcy Code). All remedies are intended to be cumulative and in addition to all other remedies available at law and in equity. The parties shall not contest the validity or enforceability of any electronic transmissions based on the provisions of the statute of frauds; such transmissions will be governed by the laws of the state of Delaware.
   
   
2. Compliance with Laws. Vybond’s agreement to sell the Products to Customer shall not be construed as Vybond’s agreement, representation or warranty that Customer’s or Third-Party Buyer’s use of the Products complies with applicable Laws, even if Vybond has been advised of such use. Customer covenants that at all times (i) Customer and Third-Party Buyer’s use or sale of the Products shall be in accordance with all Laws, (ii) the Product specifications, if any, will be in accordance with all Laws, and (iii) unless acknowledged by an authorized Vybond officer in a mutually signed writing, Customer and any Third-Party Buyer will not use any Products, including child-resistant Products, for oils.
   
   
3. Import/Export Controls Compliance. Customer will be responsible to comply with all applicable Laws and regulations which may be issued from time to time concerning the exporting, importing and re-exporting of Products. Customer acknowledges that shipments of Products are subject to the export Laws of the United States, including United States Department of State and Department of Commerce regulations (including the U.S. Arms Export Control Act (22 U.S.C. 2778 et seq.), the International Traffic in Arms Regulations (22 CFR 120-130), the Export Administration Regulations (15 CFR 730-774) and the International Emergency Economic Powers Act (50 U.S.C. 1701 – 1706) and that a license from the Department of State or the Department of Commerce may be required prior to export of Products. Customer agrees to comply with all applicable licensing requirements. Customer also agrees to comply with the United States Foreign Corrupt Practices Act and shall indemnify Vybond for any failure to comply or violation of such act. Customer shall, at its sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to the conduct of activities under the Agreement. Without limiting the foregoing, Customer represents and warrants that neither it nor its affiliates are listed on the US Government’s List of Specially Designated Nationals and Blocked Persons (“SDN List”) or owned 50% or more in the aggregate or individually by persons or entities on the SDN List and that the Customer shall not sell, distribute, redistribute or transship the Products through any jurisdiction subject to comprehensive sanctions or trade prohibitions. Additionally, for U.S. export licensing purposes, Customer shall provide to Vybond any and all documentation required to complete any and all applicable United States of America State Department or Commerce Department license applications. It will further be Customer’s responsibility to inform Vybond of the applicability of and compliance with testing and legal requirements (including local laws) with respect to any P.O.
   
   
4. Duty Drawback. Customer and Vybond acknowledge that Vybond shall retain any and all rights to recover refunds for customs duties, taxes and fees paid on imported items used or incorporated into the Products (“Drawback Rights”) that may arise under this Agreement. Customer expressly disclaims any such Drawback Rights. Customer agrees to not use any transactions under this Agreement for any other drawback claim relating to the Products or products or items with which the Products are incorporated. Customer agrees to convey, transfer, assign or otherwise provide any and all such duty Drawback Rights to Vybond which are required under the Laws of the country into which such Products are imported. Customer agrees to retain, maintain and shall provide Vybond on request all necessary documents, as required by applicable duty drawback Laws and regulations, to support the filing of duty drawback claims resulting from the Agreement.
   
   
5. Anti-Bribery & Anti-Corruption. The Agreement is contingent upon Customer’s compliance with Laws intended to ensure business is conducted legally and ethically within the framework of a free enterprise system, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. As a result, corrupt arrangements with customers, suppliers, Officials (defined below), or other third parties are strictly prohibited. Without limiting the generality of the foregoing, and whether or not the Customer is a Reseller of the Products, the Customer hereby covenants and warrants that: (i) Customer will not, has not and will likewise prohibit its employees, agents, subcontractors and Third-Party Buyers, as applicable, from taking actions in furtherance of or otherwise promising to: (a) transfer anything of value, whether directly or indirectly, that will or is likely to influence an act, decision or omission of any Official or other person to obtain or retain business related to this Agreement or any P.O. hereunder; (b) direct business related to this Agreement or any P.O. hereunder to an Official or other third party; or (c) obtain any improper advantage or benefit for or on behalf of an Official or any third party; (ii) No Official or close relative to an Official has any direct or indirect ownership or other beneficial interest (other than through ownership of publicly traded securities not resulting in a controlling interest) in the Customer or any of its affiliates, or in the contractual relationship established by this Agreement or any P.O.; (iii) No Official serves as an officer, director or agent of the Customer; and (iv) Customer has adequate policies and controls in place to ensure activities under this Agreement along with each P.O. hereunder are and will be in compliance with all applicable anti-corruption Laws and requirements of this Section 12, E.
   
   If Customer receives any payment, including any rebate, from any other person or entity, including Third-Party Buyers, as compensation for or in relation to the Products, then Customer further covenants and warrants that no such payments have been or will be used to pay any bribe or kickback in violation of applicable Laws. For purposes of this Section 12, E., the term “Official” means and includes: any agent, officer, director or employee elected, appointed or hired by any: (a) government entity, including any department, agency, ministry, body or instrumentality owned or controlled thereby; (b) person acting in an official capacity on behalf of a government entity; (c) political party, including its candidates; or (d) public international organization or any similar organization whose membership includes sovereign countries or territories (i.e., the United Nations, World Economic Forum and the International Red Cross).

13. Miscellaneous. Either party may immediately terminate the Agreement upon the occurrence of any of the following: (i) if the other party commits a material breach of any of the provisions of the Agreement and does not cure such breach within thirty (30) days after receipt of written notice thereof; (ii) if the other party is unable to obtain or renew any permit, license or other governmental approval necessary to carry on the transactions contemplated under the Agreement; (iii) in the event that proceedings in bankruptcy or insolvency are instituted by or against the other party, or a receiver is appointed, or if any substantial part of the assets of the other party is the object of attachment, sequestration or other type of comparable proceeding, and such proceeding is not vacated or terminated within thirty (30) days after its commencement or institution. The Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns but is non-assignable by Customer in the absence of Vybond’s express written consent. The parties agree that their relationship is that of independent contractors; nothing contained in the Agreement shall be construed to make the parties partners or joint venturers. Any waiver(s) of Customer’s noncompliance with these terms shall not be binding on Vybond with respect to any continuing or subsequent noncompliance. To the extent necessary to preserve the parties’ rights, all terms of the Agreement shall survive acceptance of and payment for Products sold as well as cancellation, termination or expiration of the Agreement, including the provisions of Sections 3, 6, 7, 8, 9, 10, and 12  of these terms and conditions; provided, however, that except with respect to any claim by Vybond associated with the Customer’s nonpayment, no claim relating in any way to the Agreement may be instituted more than 1 year after the date upon which such action accrued. Vybond may display Customer’s samples (including decorated samples), name, and/or logo to identify Customer as a Vybond customer of the Products, including on Vybond’s public website. There shall be no third-party beneficiaries of the Agreement unless the parties specifically identify such beneficiaries in writing. Section headings are inserted for convenience and shall not add to or detract from the Agreement. The Agreement may be amended or altered only in a written document executed by both parties. Vybond shall not be contractually bound to any provision except as agreed in a writing executed by an authorized officer of Vybond. The invalidity of any provision of the Agreement shall not affect the force or validity of the remaining provisions. In the event that Vybond has possession of a mold or other equipment owned by Customer, Vybond’s maintenance and repair obligations shall be limited to those to which it has agreed in writing. Notwithstanding anything to the contrary in the Agreement, Vybond shall be entitled to disclose the terms of the Agreement to its auditors, financial institutions, accountants, lawyers and consultants. Vybond shall be entitled to recover its reasonable attorneys’ fees and expenses in the event it is the prevailing party in any litigation to enforce the Agreement.