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North American Purchase Order Terms and Conditions

1. Contract; Acceptance

Seller has read and understands these Terms and Conditions (the “Terms and Conditions,” which, together with the applicable purchase order, shall constitute the “Contract“) and Seller acknowledges and agrees that: (a) any goods or services purchased by Cook Medical Holdings LLC or its Affiliates (collectively, “Cook“) are subject to these Terms and Conditions in all respects; (b) any additional, different, or conflicting terms proposed by Seller are hereby rejected unless expressly accepted in writing by an authorized signatory of Cook; and (c) Seller’s written acceptance or the commencement of any work or services shall constitute Seller’s acceptance of these Terms and Conditions and the Contract. Any reference herein to “written acceptance by Cook” shall require a signature by an authorized signatory of Cook. If, however, a written contract signed by an authorized signatory of Buyer (in each case, an officer of Buyer) is already in existence between Buyer and Seller covering the purchase of the goods or services, the terms of such contract shall prevail to the extent that it is inconsistent with these Terms and Conditions. For the purpose of these Terms and Conditions, an “Affiliate” of Cook means any corporation, company, or other entity controlled by, controlling or under common control with Cook, and “control” means direct or indirect ownership of more than fifty percent (50%) of the voting stock (or other comparable ownership interest) of a corporation or entity or the power to direct the management or policies of a corporation or entity through ownership of stock, by contract or otherwise.

2. Shipping; Risk of Loss

Unless otherwise agreed, Seller shall ship goods to Cook, DDP (Incoterms 2020) Cook’s designated facility. Seller agrees: (a) to properly pack, mark and ship goods in accordance with the requirements of Cook, the involved carrier(s), and, if applicable, the country of destination; (b) to route shipments in accordance with Cook’s instructions; (c) to make no additional charge to Cook for handling, packaging, storage or transportation of goods, unless otherwise stated in the Contract; (d) to provide with each shipment’s packing slip Cook’s purchase order and/or release number and date of shipment marked thereon; (e) to properly mark each package with a label/tag according to Cook’s instructions; and (f) to promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Cook’s instructions. Seller shall sufficiently mark each package, packing slips, bill of lading, and invoice to enable Cook to easily identify the goods purchased. Over-shipments may be returned by Cook at Seller’s expense. In the event scheduled shipments are not made as requested, premium transportation charges resulting from non-conformance to Cook’s shipping instructions are assumed by Seller. Seller shall not ship materials in containers previously used for any chemicals, cleaners, or other potentially hazardous materials other than the goods being purchased. Delivery to the designated carrier(s) shall not be considered delivery to Cook, and delivery by the carrier(s) to Cook shall not be considered acceptance of any damaged, defective, or otherwise non-conforming goods. The risk of loss or damage to goods shall not pass to Cook until on or after the scheduled delivery date and after Cook has inspected and accepted the goods at the location designated for delivery by Cook.

3. Billing; Price Protection

Unless otherwise agreed in a written acceptance by Cook, payment terms shall be net sixty (60) calendar days from the date on which Cook receives, inspects, and accepts the goods or from the date of correct invoice, whichever is later. Cook may withhold payment pending receipt of evidence, in such form and detail as Cook may direct, of the absence of any liens, encumbrances and claims on the goods or services under the Contract. In addition to any right of setoff provided by law, all amounts due Seller shall be considered net of indebtedness of Seller to Cook and its subsidiaries from any sums due or to become due from Cook.

4. Delivery Schedules

Time is of the essence, and deliveries shall be made both in quantities and at times specified in the Contract or in Cook’s delivery schedules or Cook’s release instructions. Cook shall not be required to make payment for goods delivered to Cook that are in excess of quantities specified on Cook’s delivery schedules or in subsequent purchase orders, and Cook shall not be obligated for items exceeding quantities authorized by such delivery schedules or in subsequent purchase orders. Cook may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the price for goods or services covered by the Contract. Where quantities and/or delivery schedules are not specified, Seller shall deliver goods in such quantities and times as Cook may direct in subsequent schedule releases and/or purchase orders.

5. Cost of Cover

If Seller is unwilling or unable to supply goods conforming to specifications in accordance with scheduled delivery dates, Cook may cancel the order, in whole or in part, and obtain substitute goods from a third party, in which case Seller shall reimburse Cook for any and all excess costs (including but not limited to expedited shipping costs and the difference between the price Cook pays to the third party supplier and the price that Cook would have paid to Supplier if Supplier had timely supplied the conforming goods).

6. Changes

Cook reserves the right at any time to direct changes, or cause Seller to make changes, to drawings and specifications of the goods or to otherwise change the scope of the work covered by the Contract including work with respect to such matters as inspection, testing, or quality control, and Seller agrees to promptly make such changes. No increase or additional charge of any kind shall be allowed without the prior written approval by Cook. Any changes made to the Contract pursuant to this Paragraph 6 shall be in accordance with the terms and subject to the conditions set forth in Paragraph 28.

7. Services

If Seller is providing services to Cook under a Contract, Seller agrees to provide them in accordance with the terms of the Contract. Such services shall be performed by competent personnel, shall be of professional quality, and shall be consistent with generally accepted industry standards for the performance of such services. Seller shall ensure that it has all necessary resources to provide or perform the services, including, without limitation, properly trained and licensed personnel, machinery, equipment, and materials.

8. Inspection; Nonconforming Goods

Cook shall have the right to enter Seller’s facility at reasonable times to inspect the facility, goods, work-in-process, materials, production records, and any property of Cook covered by this Contract. Cook’s inspection of the goods and/or production records, whether during manufacture or prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished goods. Cook shall have no obligation to perform incoming inspections of the goods, and Seller waives any rights to require Cook to conduct such inspections. Cook’s inspection practice(s) shall not limit or impair Cook’s right to assert any legal or equitable remedy or relieve Seller’s responsibility for non-conforming product. To the extent Cook rejects goods as nonconforming, Seller shall, at Cook’s sole option and direction: (a) immediately replace the nonconforming goods by expedited shipment at Seller’s sole expense; and/or (b) cancel the remainder of the Contract. Nonconforming goods held by Cook shall be at Seller’s risk. After notice of nonconformity, Seller shall make arrangements for the prompt return or disposition of the nonconforming goods at Seller’s cost. Payment for nonconforming goods shall not constitute an acceptance of them, limit or impair Cook’s right to assert any legal or equitable remedy or relieve Seller’s responsibility for latent defects.

9. Force Majeure

Any delay or failure of either party to perform its obligations hereunder shall be excused if either: (i) Seller is unable to produce, sell or deliver; or (ii) Cook is unable to accept delivery, buy, or use the goods or services covered by the Contract; as a result of an event or occurrence beyond the reasonable control of the affected party, without its own fault or negligence, and which makes such affected party’s performance impracticable, including, but not limited to, acts of God, actions by any governmental authority (whether valid or invalid), illegality or regulatory restriction, fires, floods, windstorms, explosions, riots, epidemic, pandemic, quarantine, natural disasters, wars or other casualty, sabotage, or court injunction or order; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party as soon as practicable after the event or occurrence (but in no event more than 14 calendar days thereafter). During the period of such delay or failure to perform by Seller, Cook, at its option, may purchase goods and services from other sources and reduce its schedules to Seller by such quantities, without liability to Seller, or have Seller provide the goods and services from other sources in quantities and at times requested by Cook, and at the prices set forth in the Contract. If the delay lasts more than 30 calendar days or Seller does not provide adequate assurance that the delay shall cease within 30 calendar days, Cook may immediately terminate the Contract without liability.

10. Warranties

Seller represents and warrants that the goods and/or services: (a) are provided to Cook with good title, free and clear of all encumbrances; (b) are free from defects in materials, design and workmanship; (c) are in good working order and condition; (d) have been performed or produced in a workmanlike manner; (e) conform to the specifications, drawings, samples, and descriptions furnished or referenced by Cook in its purchase order; and (f) do not infringe, violate or misappropriate any patent, copyright or other intellectual property rights. Seller further represents and warrants that the manufacture, production, installation, sale, and use by Cook are in compliance with any and all material applicable laws, rules, and regulations. In addition, Seller acknowledges that Seller knows of Cook’s intended use and warrants that all goods or Services covered by the Contract that have been selected, designed, manufactured, performed, or assembled by Seller based upon Cook’s stated use shall be fit and sufficient for the particular purposes intended by Cook. All warranties shall survive any inspection, delivery, or acceptance of the goods or Services, or payment for such delivered or performed, and such warranty shall run to Cook, Cook’s customers, and/or Cook’s successors and assigns, and shall not be deemed exclusive of any other warranties, express or implied.

11. Special Warnings and Instructions

Prior to and with the shipment of the goods, Seller agrees to furnish to Cook sufficient warning and notice in writing (including appropriate labels on the goods, containers, and packing) of any hazardous material that is an ingredient or a part of any of the goods, together with such special handling instructions as may be necessary to advise carriers, Cook, and their respective employees of how to exercise that measure of care and precaution that shall best prevent bodily injury, illness, or property damage in the handling, transportation, processing, use or disposal of the goods, containers, and packing shipped to Cook.

12. Termination for Breach or Nonperformance

Cook reserves the right to terminate all or any part of the Contract, without liability to Seller, if Seller: (a) repudiates or breaches any of the terms of the Contract, including Seller’s warranties; (b) fails to perform services or deliver goods as specified under the Contract or hereunder; (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within fourteen (14) calendar days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Cook specifying such failure or breach, except as provided in Paragraph 9; or (d) is insolvent, files a voluntary petition in bankruptcy, has any involuntary petition in bankruptcy filed against it, executes an assignment for the benefit of creditors, or if a receiver or trustee is appointed for Seller, provided that such petition, appointment, or assignment is not vacated or nullified within thirty (30) calendar days of such event.

13. Termination for Convenience

In addition to any other rights of Cook to terminate the Contract, Cook may, at its option, immediately terminate all or any part of the Contract, at any time and for any reason, by giving thirty (30) days written notice to Seller. In the event of termination without cause, Cook shall pay to Seller the contract price for all goods or services that have been completed and delivered to Cook in accordance with the Contract and have not previously paid for. Cook shall make no payments for finished goods, services, work-in-process, or raw materials fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods that are in Seller’s standard stock or that are readily marketable. Payments made under this Paragraph 13 shall not exceed the aggregate price payable by Cook for finished goods or services that would be produced or performed by Seller under authorized delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph 13, Cook shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of the Contract. Within sixty (60) days from the effective date of termination, Seller shall submit a comprehensive termination claim to Cook, with sufficient supporting data to permit Cook’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Cook shall request. Cook or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories, and other items relating to any termination claim of Seller upon request and during normal business hours.

14. Confidential Information

Seller agrees not to assert any claim with respect to any technical information that Seller may have disclosed or may hereafter disclose to Cook in connection with the goods or services covered by this Contract. Seller shall keep confidential and shall not use for any other purpose other than the performance under this Contract all information (oral or written), documents, data (in any medium), and other related information that have been furnished to Seller by Cook or have been developed or collected by Seller in connection with the Contract. Seller shall provide for the physical, managerial, and electronic security of Cook’s information such that the Cook’s information is reasonably maintained and secured, ensuring it is safe from loss, theft, unauthorized access, copying, modification, use or disclosure during utilization, transmission, and storage. Should any unauthorized breach occur, Seller shall notify Cook as soon as reasonably practicable, generally within 24 hours (but not later than 72 hours) after the Seller becomes aware of such breach. Seller shall allow the audit of its obligations under this section by Cook or its authorized representative. Seller further agrees to cooperate fully with Cook in connection with any investigations, audits, or information requests that may be made in connection with applicable laws. At Cook’s request or upon completion of Seller’s use of Cook’s information, Seller shall return all copies of Cook’s information to Cook or, at Cook’s request, shall destroy Cook’s information and certify such destruction to Cook. Seller recognizes that the disclosure of Cook’s information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, Cook has the right to seek equitable and injunctive relief to prevent the unauthorized disclosure of any of Cook’s information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure. To the extent Confidential Information contains personal data, Seller shall maintain appropriate administrative, physical, and technical controls necessary to safeguard sensitive and important information to act as countermeasures against its unauthorized disclosure or use. Seller shall not in any manner, without first obtaining the prior written acceptance by Cook, advertise or publish the fact that Seller has provided, or contracted to provide, Cook the goods or services covered by the Contract, or use any trademarks or trade names of Cook in Seller’s advertising or promotional materials.

15. Indemnification

Seller agrees to indemnify, defend, and hold harmless Cook (and any parent, subsidiary or affiliate company or corporation), their directors, officers, employees, agents and insurers from any and all liabilities, claims, lawsuits, actions, proceedings, losses, demands, damages, costs and expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees) and judgments (collectively “Action”) arising out of, or resulting from, or otherwise related to bodily injury, property damage or any other damage or injury caused in whole or in any part by: (a) any fault, negligence, or intentional misconduct of Seller including, but not limited to, the failure of Seller to perform its obligations hereunder; (b) actions by Seller in violation of any applicable law or regulation, including without limitation Seller’s noncompliance with Paragraph 20; (c) Seller’s performance of work or use of Cook’s property; (d) Seller’s breach of or noncompliance with any covenants, warranties, or obligations set forth herein; or (e) any claims of infringement (including patent, trademark, copyright, industrial design right, or other proprietary right, or misuse or misappropriation of trade secret) (“Seller Indemnification Event”). In the case of a Seller Indemnification Event: (i) Cook shall notify Seller in writing of said Seller Indemnification Event and send Seller a copy of all papers served promptly after receipt of notice of any Seller Indemnification Event; and (ii) Seller shall permit Cook to retain counsel of its choosing; and (iii) Cook shall reasonably cooperate with Seller in defending such Action, all without cost or expense to Cook. Seller shall make no compromise or settlement of any claim without the prior written acceptance by Cook. Seller shall, on submission of invoices, reimburse (or pay directly) Cook’s attorneys’ fees and costs. In addition, upon notice from Cook, Seller shall promptly pay all amounts that Cook has become legally obligated to pay by judgment, settlement, or otherwise, by reason of any Seller Indemnification Event.

16. Intellectual Property

Seller expressly waives any claim against Cook that any Seller Indemnification Event relating to alleged infringement arose out of compliance with Cook’s specification. Seller agrees that: (a) Cook or Cook’s subcontractor has the right to repair, reconstruct, or rebuild the specific goods delivered under the Contract without payment of any royalty to Seller; and (b) that parts manufactured based on Cook’s drawings and/or specifications may not be used for its own use or sold to third parties without Cook’s express, written authorization. To the extent that this Contract is issued for the creation of copyrightable works, the works shall be considered “works made for hire.” To the extent that the works do not qualify as “works made for hire,” Seller hereby assigns and agrees to assign to Cook all right, title, and interest in all copyrights and moral rights therein.

17. Insurance

Seller shall maintain insurance coverage with insurance carrier that shall have at minimum an AM Best rating of “A” in the following amounts: (a) workers’ compensation: statutory limits for the state(s) in which the Contract is to be performed (or evidence of authority to self-insure); (b) employer’s liability: $500,000 per accident for bodily injury by accident and $500,000 per employee for bodily injury by disease; (c) commercial general liability covering liability arising from premises, operations, independent contractors, products/completed operations, contractual liability, personal injury and advertising injury, and broad form property damage: $2,000,000 per occurrence; (d) automobile liability (including owned, non-owned and hired vehicles): $1,000,000 per accident; and (e) if applicable, Cyber/Privacy Liability insurance with limits of not less than $5,000,000 for each occurrence and an annual aggregate of $5,000,000 covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alterations of electronic information, extortion and network security for such length of time as necessary to cover any and all claims arising out of or relating to the work performed herein. The foregoing coverages and limits are to be considered as minimum requirements and in no way limits the liability of Seller. Seller shall furnish to Cook either a certificate showing compliance with these insurance requirements or current copies of all insurance policies within 10 days of Cook’s written request. The certificate shall provide that Cook shall receive 30 days’ prior written notice from the insurer of any cancellation or reduction in the amount or scope of coverage. Seller’s furnishing of certificates of insurance or purchase of insurance shall not release Seller of its obligations or liabilities under the Contract.

18. Cook’s Property

All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Cook, either directly or indirectly, to Seller to perform the Contract, or for which Seller has been reimbursed by Cook, shall be and remain the property of Cook and held by Seller on a bailment basis (“Cook’s Property”). Seller shall bear the risk of loss of and damage to Cook’s Property. Cook’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of the Contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Cook; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without prior written acceptance or by Cook. Cook shall have the right to enter Seller’s premises during normal business hours and upon prior notice to inspect such property and Seller’s records with respect thereto. Upon the request of Cook, Cook’s Property shall be immediately released to Cook or delivered to Cook by Seller in accordance with the Contract.

19. Remedies

The rights and remedies reserved to Cook in the Contract shall be cumulative with, and additional to, all other or further remedies provided at law or in equity. Without limiting the foregoing, should any goods fail to conform to the warranties set forth in Paragraph 10 or should Seller breach the Contract, Cook shall notify Seller and Seller shall, if requested by Cook, reimburse Cook for any incidental and consequential damages caused by such nonconforming goods or breach, including, but not limited to, costs, expenses, and losses incurred by Cook: (a) in inspecting, sorting, repairing or replacing such nonconforming goods; or (b) resulting from production interruptions. If requested by Cook, Seller shall enter into a separate agreement for the administration or processing of warranty chargebacks for nonconforming goods.

20. Compliance with Laws; Regulatory Issues

Cook and Seller each shall be responsible for ensuring that the performance of their respective obligations under the Contract complies with all applicable local, state, federal, and international laws, rules, and regulations, whether in effect now or in the future. Additionally, Seller, and any goods or services supplied by Seller, shall comply with all applicable material laws, rules, regulations, orders, conventions, ordinances, or standards of the country(ies) of destination or that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval, or certification of the goods or services, including, but not limited to, those relating to environmental matters, data protection and privacy, ethics, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety, motor vehicle safety, anti-slavery, human trafficking, and sourcing or processing of conflict minerals. Seller shall adhere Cook’s Supplier Code of Conduct and other applicable Cook policies. More information and a copy of the Cook Supplier Code of Conduct may be found at: . Seller agrees to give Cook access to information that would allow Cook to verify that Seller is in compliance with all such laws, regulations, and requirements. Seller shall inform Cook of the country of origin (for customs purposes) of Seller’s product and upon request, origin qualification status under international free trade agreements and/or U.S. Government procurement preference programs, including but not limited to the Trade Agreements Act (TAA) of 1979 and the Buy American Act (BAA). At Cook’s request, Seller shall inform Cook of U.S. export control jurisdiction and classification of Seller’s goods. Seller shall be solely responsible for obtaining all regulatory approvals, permits, and licenses necessary for the sale, marketing and distribution of the goods and services. Each party shall notify the other of new regulatory requirements of which it becomes aware which are relevant to the manufacture, use, or sale and distribution of the goods or services under this Contract and which are required by the FDA or other applicable regulatory authority. At Cook’s request, Seller shall certify in writing its compliance with the foregoing, provided that by submitting a response to a Request for Quotation, Seller certifies that it has read, understands, and is in compliance with this Paragraph 20. If Seller is required to recall any goods because such goods may violate local, state, or federal laws or regulations, the laws or regulations of any applicable foreign government or agency, or Seller elects to institute a voluntary recall, Seller shall be responsible for coordinating such recall. Seller shall be solely responsible for all costs and expenses of such recall. If it is necessary for Cook to recall goods due to Seller’s recall, Seller is responsible for Cook’s costs and expenses related to such recall.

21. Books and Records

Until the expiration of four years after the furnishing of the goods and Services provided under this Contract, Supplier shall make available to the Secretary, U.S. Department of Health and Human Services, and the U. S. Comptroller General, and their representatives, this contract and all books, documents and records necessary to certify the nature and extent of the costs of those goods and Services. If Supplier carries out the duties of the Contract through a subcontract worth $10,000 or more over a 12-month period with a related organization, the subcontract shall also contain an access clause to permit access by the Secretary, Comptroller General, and their representatives to the related organization’s books and records. This provision shall survive the termination of this Contract.

22. Taxes

Seller shall bear and pay all applicable taxes which are based on or measured by net income, gross income, or gross receipts including any withholding taxes levied against Seller. If Seller is required by law to collect sales tax or VAT (including any gross receipts tax imposed similar to a sales tax or VAT) from Cook on behalf of any taxing jurisdiction, Seller shall provide to Cook invoices which separately state and clearly indicate the amount of tax and Cook shall remit any such tax to Seller. Any applicable sales tax or VAT (or gross receipts tax imposed similar to a sales tax or VAT) is required to be included on the original invoice from Seller and shall not be included on any subsequent invoices or billings. Seller shall have the responsibility of complying with all applicable foreign, national, state, or local laws regarding value-added tax, sales tax, or substitutes therefor including registration, collection of taxes, and the filing of returns where applicable. Notwithstanding whether Seller must collect sales tax from Cook, Seller shall state on every invoice the taxing jurisdiction (e.g. country, state and local jurisdiction) in which goods or services were provided. If applicable and in lieu of Cook’s payment for any sales tax or VAT, Seller shall accept a properly executed exemption certificate, direct pay certificate, or other applicable form from Cook. The determination of whether an exemption, direct pay certificate, or other applicable form will be submitted to Seller in lieu of payment for any sales tax shall be made by Cook on a location-by-location basis. With the exception of sales tax or VAT as described above, all other taxes imposed on the Seller, however denominated or measured, or the price or compensation under the Contract, or upon the Services provided hereunder, shall be the responsibility and liability of Seller. Seller acknowledges that Cook may issue, as applicable, a Form 1099 or 1042-Sto Seller (at the time of payment or later), and that Seller shall be responsible for any tax liability related to the good or Services whether or not Cook issues a Form 1099, even if Seller assigns or transfers payment to a third party. Seller shall provide Cook a properly completed Form W-9 when goods or Services are provided, if Seller is a United States person or an entity formed under the laws of a jurisdiction located in the United States. Seller acknowledges that Cook may be required to withhold taxes even though Seller is an independent contractor if Seller is subject to federal, state, or local backup withholding or if Cook is notified by the Internal Revenue Service or any other taxing authority that withholding is required. When Seller is a non-US citizen or entity providing Services to Cook, Cook may also be obligated to withhold US tax at the applicable withholding rate. A non-US citizen or entity may be able to reduce or eliminate any applicable withholdings if an income tax treaty exists between the United States and the Seller’s country of citizenship or formation. In such instances, Seller shall properly complete and submit the applicable Form W-8 or Form 8233, to Cook when goods or Services are provided. If Services are provided entirely outside the US, Seller shall state such facts on the Seller’s invoice.

23. No Implied Waiver

The failure of either party at any time to require performance by the other party of any provision of the Contract shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of the Contract constitute a waiver of any succeeding breach of the same or any other provision.

24. Assignment

Seller may not assign or delegate its rights or obligations under the Contract without the prior written acceptance by Cook. A change of control by Seller shall be deemed an assignment hereunder and shall also be prohibited without the prior written acceptance by Cook. Seller may subcontract its obligations only with the prior written acceptance by Cook provided that such subcontractor abides by these same terms and conditions. Any purported or attempted assignment, delegation or subcontracting without the prior written acceptance by Cook shall have no effect and shall entitle Cook to terminate the Contract without penalty upon notice to Seller.

25. Relationship of Parties

Seller and Cook are independent contracting parties and nothing in the Contract shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

26. Governing Law; Jurisdiction

This Contract and these Terms and Conditions are being delivered and executed in the State of Indiana. Any action brought regarding the validity, construction, performance, breach, termination, or enforcement of this Agreement or these Terms shall be governed in all respects by the internal laws of the State of Indiana, without regard to the principles of conflicts of laws and shall in no way be subject to the United Nations Convention on Contracts for the International Sale of Goods. Jurisdiction and Venue for any action or proceeding brought regarding the validity, construction, performance, breach, termination, or enforcement of this Agreement or these Terms shall be exclusively the federal courts of the Southern District of Indiana, and the parties expressly agree and consent to the personal jurisdiction of the federal courts of the Southern District of Indiana, and further consent to service of process issued by such Court.

27. Severability

If any provision of the Contract is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such provision shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of the Contract shall remain in full force and effect.

28. Entire Agreement; Modification

The Contract, together with any attachments, exhibits, supplements, schedules, purchase orders, specifications, or other terms of Cook that are referenced in (or that make reference to) these Terms and Conditions, constitute the entire agreement between Seller and Cook with respect to the matters contained in the Contract and supersedes all prior oral or written agreements. No amendment to the Contract or these Terms and Conditions shall be binding on either party unless such amendment is in writing and signed by an authorized representative of Cook.

Revised: 17 June 2020