SUPASTRIP INC
TERMS AND CONDITIONS OF SALE
1.1 In these Conditions the following definitions apply:
“Business Day” means a day other than a Saturday, Sunday, or day on which commercial banks are authorized or required by law to close in the Commonwealth of Virginia.
“Buyer” means the person, firm, or company that purchases Goods from Supastrip, as identified in the Order Acknowledgment.
“Conditions” means these terms and conditions of sale, as amended from time to time in accordance with condition 2.6.
“Contract” means the contract between Supastrip and the Buyer for the sale and purchase of Goods, formed in accordance with condition 2.
“Custom Goods” means Goods manufactured to a Specification, artwork, color, dimension, or formulation supplied or approved by the Buyer, including all printed tear tape and all non-standard product.
“Delivery Point” means the place at which delivery occurs under the Incoterms rule stated in the Order Acknowledgment.
“Goods” means the goods (and any related services) described in the Order Acknowledgment.
“Order” means the Buyer’s purchase order for Goods.
“Order Acknowledgment” means the written acknowledgment issued by Supastrip confirming acceptance of an Order and setting out the Goods, quantity, Price, delivery terms, and lead time.
“Price” means the price for the Goods determined in accordance with condition 5.
“Specification” means the technical specification for the Goods agreed in writing between the parties, including the approved artwork, color standard, adhesive system, film gauge, and dimensional tolerances.
“Supastrip” means Supastrip Inc., a corporation organized under the laws of the Commonwealth of Virginia, with its principal place of business in Colonial Heights, Virginia, United States.
“Tooling” means print cylinders, plates, dies, slitting knives, fixtures, and any other tooling used in the manufacture of the Goods.
1.2 A reference to a law or statute is a reference to it as amended, extended, or re-enacted from time to time. Words in the singular include the plural and vice versa. The words “include” and “including” are to be construed without limitation. Headings are for convenience only and do not affect interpretation.
1.3 A reference to “writing” or “written” includes email and other electronic communication. It does not include, and no effect is given to, any term contained in a Buyer purchase order, supplier portal, standard-form document, or automated acknowledgment purporting to vary these Conditions, whether or not accepted or acknowledged by Supastrip for administrative purposes.
1.4 Incoterms® 2020 apply to the interpretation of any delivery term used in the Order Acknowledgment, except where inconsistent with these Conditions, in which case these Conditions prevail.
2.1 A quotation issued by Supastrip is an invitation to the Buyer to submit an Order and does not constitute an offer capable of acceptance. Unless stated otherwise, a quotation is valid for thirty (30) days from its date and may be withdrawn or amended at any time before acceptance.
2.2 An Order constitutes an offer by the Buyer to purchase Goods on these Conditions. No Order is accepted, and no Contract is formed, until Supastrip issues an Order Acknowledgment. Any acceptance by Supastrip is expressly made conditional on the Buyer’s assent to these Conditions. No act of performance by Supastrip, including manufacture, dispatch, or delivery of the Goods, constitutes acceptance of any term proposed by the Buyer or the formation of a Contract on any terms other than these Conditions.
2.3 These Conditions apply to the Contract to the exclusion of all other terms. Any terms or conditions contained in, referred to in, or endorsed on the Buyer’s Order, purchase terms, portal, supplier agreement, delivery note, or other document are expressly rejected and have no effect, whether or not such document is signed or acknowledged by Supastrip and notwithstanding any provision in such document purporting to give it precedence. Signature by Supastrip of a delivery receipt, portal registration, or Buyer document for administrative purposes does not constitute acceptance of the Buyer’s terms.
2.4 The Buyer is responsible for ensuring that the terms of its Order and any Specification submitted by it are complete and accurate. Supastrip is not liable for any defect, delay, or cost arising from an incorrect, incomplete, or ambiguous Specification, artwork, or instruction supplied by the Buyer.
2.5 Samples, drawings, technical data, illustrative descriptions, and marketing material are issued for the sole purpose of giving an approximate idea of the Goods and do not form part of the Contract or constitute a sale by sample or description.
2.6 No variation to a Contract once formed, or to these Conditions as they apply to that Contract, is binding unless agreed in writing and signed by an authorized representative of Supastrip. Separately, and without affecting any Contract already formed, Supastrip may amend these Conditions from time to time in respect of future Orders; the Conditions in force at the date of the Order Acknowledgment govern the Contract.
2.7 In the event of any inconsistency between the documents forming the Contract, the following order of precedence applies: (a) any written agreement signed by an authorized representative of Supastrip that expressly amends these Conditions; (b) the Order Acknowledgment; (c) the Specification; and (d) these Conditions. The Buyer’s Order has no precedence except to the extent expressly accepted in the Order Acknowledgment.
3.1 The Goods will be manufactured in accordance with the Specification. Where no written Specification has been agreed, the Goods will conform to Supastrip’s standard product specification for the relevant product family in force at the date of manufacture.
3.2 The Buyer is solely responsible for approving artwork, color standards, and pre-production samples. Supastrip is entitled to rely on the Buyer’s written approval, and the Buyer may not reject Goods that conform to an approved artwork, color standard or approved sample.
3.3 Color matching is subject to normal industry tolerances for printed and coated film. Minor variation in shade, gloss, and print registration between production runs is inherent to the process and does not constitute a defect.
3.4 The Buyer is solely responsible for satisfying itself, before placing an Order, that the Goods are suitable for the Buyer’s intended application, packaging substrate, machinery, line speed, storage conditions, and end market, and that the finished pack incorporating the Goods complies with all laws applicable to the Buyer’s product and market. Supastrip gives no warranty of fitness for a particular purpose except as expressly set out in condition 9.
3.5 Tooling remains the property of Supastrip notwithstanding any contribution made by the Buyer to its cost, unless otherwise agreed in writing. Any charge levied for Tooling is a contribution to cost and does not transfer title.
3.6 Supastrip will store Tooling free of charge for twenty-four (24) months following the last production run using that Tooling. Thereafter Supastrip may dispose of the Tooling on thirty (30) days’ written notice to the Buyer. Supastrip is not liable for wear, deterioration or failure of Tooling in the ordinary course of use, and replacement Tooling is chargeable.
3.7 Supastrip reserves the right to make changes to the Goods that do not materially affect their form, fit, function, or regulatory status. Where reasonably practicable, Supastrip will give the Buyer not less than sixty (60) days’ prior written notice of any change to the film, adhesive system, ink system, or manufacturing site that materially affects the Specification, so that the Buyer may complete requalification. Where sixty (60) days’ notice is not reasonably practicable, including where a change is required by the discontinuation of a raw material, a supply interruption, or a regulatory requirement, Supastrip will give as much notice as is practicable in the circumstances.
4.1 Manufacture of tear tape is a continuous converting process and exact quantities cannot be guaranteed. Supastrip may deliver, and the Buyer shall accept and pay for, a quantity of up to ten percent (10%) more or less than the quantity stated in the Order Acknowledgment. The quantity delivered is invoiced as delivered and constitutes full performance of the Contract.
4.2 Minimum order quantities apply to all Goods and are stated in the applicable quotation or Order Acknowledgment.
4.3 Custom Goods are non-cancellable and non-returnable once manufacture has commenced. Where an Order for Custom Goods is canceled by the Buyer, the Buyer shall pay: (a) the full Price of all finished Goods; (b) the cost of all work in progress and of raw materials, film, ink, and adhesive purchased or committed for the Order; and (c) any Tooling and set-up charges not previously invoiced; in each case less any amount reasonably recovered by Supastrip through the reuse or resale of such work in progress or materials. Supastrip shall use reasonable efforts to mitigate the amount payable under this condition.
4.4 An Order for standard Goods may be canceled or rescheduled only with Supastrip’s written consent and subject to a cancellation or restocking charge as notified by Supastrip.
4.5 Where the Buyer holds Goods manufactured against a forecast, call-off schedule, or consignment arrangement, the Buyer shall take and pay for all such Goods within the period agreed and, in the absence of agreement, within ninety (90) days of manufacture.
5.1 The Price is the price stated in the Order Acknowledgment. Unless expressly stated otherwise, the Price is exclusive of sales, use, excise, value added, and any other applicable taxes, which the Buyer shall pay in addition at the prevailing rate.
5.2 Unless expressly stated otherwise, the Price is exclusive of the costs of carriage, insurance, export or import clearance, duties, and tariffs, which are for the Buyer’s account in accordance with the applicable Incoterms rule.
5.3 Supastrip may increase the Price on thirty (30) days’ written notice, including in respect of Orders accepted before the effective date of the increase that have not yet entered production, to reflect: (a) an increase in the cost of oriented polypropylene film, adhesive, ink, solvent, core, or packaging materials; (b) an increase in energy, labor, or freight costs; (c) the imposition of or increase in any duty, tariff, levy, or trade measure affecting the Goods or their inputs; or (d) any change requested by the Buyer to the Specification, quantity, delivery schedule, or Order. Where the increase exceeds five percent (5%) of the Price, the Buyer may cancel any affected Order that has not entered production by giving written notice within ten (10) Business Days of Supastrip’s notice.
5.4 Where the Contract provides for a fixed Price for a defined period, that Price is fixed for the agreed quantity and period only and is conditional on the Buyer taking the agreed volume. Where the Price is quoted in a currency other than United States dollars, Supastrip may increase the Price to reflect any adverse movement of more than three percent (3%) in the relevant exchange rate between the date of quotation and the date of invoice. Condition 5.3 applies to any such increase as if it were an increase under that condition.
6.1 Supastrip may invoice the Buyer on or at any time after dispatch of the Goods. Where delivery is delayed by an act or omission of the Buyer, Supastrip may invoice on the date the Goods were ready for dispatch.
6.2 The Buyer shall pay each invoice in full and in cleared funds within thirty (30) days of the date of invoice, in the currency stated in the invoice, without deduction, withholding, or set-off. Time of payment is of the essence.
6.3 If the Buyer fails to make a payment when due, Supastrip may, without limiting its other rights: (a) charge interest on the overdue amount at one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, accruing daily from the due date until payment; (b) recover all costs of collection, including reasonable attorneys’ fees; (c) suspend further deliveries under any Contract with the Buyer; and (d) require payment in advance or security for future deliveries.
6.4 Supastrip may set a credit limit for the Buyer and may reduce, suspend, or withdraw it at any time in its discretion. Supastrip may require payment in advance, a letter of credit, or other security where in its reasonable opinion the Buyer’s creditworthiness has deteriorated.
6.5 The Buyer shall not withhold or set off any amount against sums due to Supastrip by reason of any claim, dispute or counterclaim. Supastrip may set off any amount owed by it to the Buyer against any amount owed by the Buyer to Supastrip or any of its affiliates.
6.6 All payments are to be made without deduction for bank charges or withholding tax. Where the Buyer is required by law to withhold tax, the Buyer shall increase the payment so that Supastrip receives the full invoiced amount.
7.1 Unless otherwise agreed in writing, delivery is Ex Works (Incoterms® 2020) at Supastrip’s nominated facility. Delivery is completed at the Delivery Point determined by the applicable Incoterms rule.
7.2 Delivery dates and lead times are estimates given in good faith and are not of the essence. Supastrip is not liable for any delay in delivery, and delay does not entitle the Buyer to cancel the Contract, reject the Goods, or claim damages. The preceding sentence does not apply where delivery is more than sixty (60) days late and the delay is not attributable to the Buyer or to an event under condition 13, in which case the Buyer’s sole remedy is to cancel the undelivered part of the Order.
7.3 Supastrip may deliver the Goods by installments. Each installment is treated as a separate Contract. A defect in, or failure to deliver, any installment does not entitle the Buyer to reject or cancel any other installment.
7.4 Notwithstanding condition 7.5, if the Buyer fails to take delivery of the Goods on the date notified, risk passes to the Buyer on that date and Supastrip may store the Goods at the Buyer’s risk and expense, invoice the Goods as delivered, and after thirty (30) days resell or dispose of the Goods and account to the Buyer for any excess over the Price, or charge the Buyer for any shortfall.
7.5 Risk in the Goods passes to the Buyer in accordance with the applicable Incoterms rule.
7.6 Title to the Goods passes to the Buyer on delivery, subject to the security interest reserved under condition 7.7.
7.7 To the fullest extent permitted by applicable law, Supastrip retains a security interest in the Goods and in identifiable proceeds of the Goods until all amounts owing in respect of those Goods have been paid in full and in cleared funds. The Buyer authorizes Supastrip to file such financing statements and to take such other action as Supastrip reasonably considers necessary to evidence, perfect or protect that security interest, and shall provide such information and cooperation as Supastrip reasonably requests for that purpose. Until payment in full, the Buyer shall keep the Goods insured, shall not grant any competing security interest over them, and shall store them in a manner enabling them to be identified.
7.8 The Buyer shall store, handle, and use the Goods in accordance with Supastrip’s published storage and handling recommendations. Adhesive performance is time and condition dependent; Supastrip has no liability for deterioration arising from storage outside the recommended temperature and humidity range or use beyond the stated shelf life.
8.1 The Buyer shall inspect the Goods promptly on delivery and before use, application, or incorporation into any further product.
8.2 The Buyer shall notify Supastrip in writing: (a) of any shortage, damage in transit or other defect apparent on reasonable inspection, within ten (10) Business Days of delivery; and (b) of any defect not reasonably apparent on inspection, within ten (10) Business Days of the date on which the Buyer discovered or ought reasonably to have discovered it and in any event within the period specified in condition 9.2.
8.3 If the Buyer fails to give notice within the periods in condition 8.2, the Goods are deemed accepted and the Buyer is not entitled to reject them or to make any claim in respect of them.
8.4 Goods may not be returned without a written returned materials authorization (an “RMA”) issued by Supastrip. The Buyer shall preserve the Goods and their packaging, provide roll and lot identification, retain samples, and allow Supastrip a reasonable opportunity to inspect the Goods and, where relevant, the Buyer’s production process before the Goods are used, destroyed, or reworked. The RMA number must appear on the returned Goods and on all related documentation, and Goods returned without a valid RMA number may be refused.
8.5 Where the Buyer continues to use, apply, or process Goods after a defect has been notified or discovered, Supastrip has no liability in respect of the Goods so used, applied, or processed.
9.1 Supastrip warrants that, at the time of delivery, the Goods will conform in all material respects to the Specification and will be free from material defects in materials and workmanship. This warranty relates to the condition of the Goods at the time of delivery and does not extend to their future performance.
9.2 A claim for breach of the warranty in condition 9.1 must relate to a defect existing at the time of delivery, must be notified in accordance with condition 8, and may not be made after the earlier of (a) twelve (12) months from the date of delivery and (b) expiry of the shelf life stated on Supastrip’s product data sheet.
9.3 Supastrip is not liable for a breach of the warranty in condition 9.1 where the defect arises from: (a) the Specification, artwork, color standard, or instruction supplied or approved by the Buyer; (b) fair wear and tear, willful damage, negligence, or abnormal storage, handling or working conditions; (c) failure to follow Supastrip’s storage, handling, or application instructions; (d) use of the Goods on machinery, at line speeds, or with substrates, laminates, coatings, varnishes, or inks for which the Goods were not qualified; (e) any alteration, slitting, re-reeling, printing, or processing of the Goods carried out other than by Supastrip; or (f) use of the Goods after expiry of the stated shelf life.
9.4 Subject to the Buyer complying with condition 8, and where the Goods do not conform to the warranty in condition 9.1, Supastrip shall at its option repair or replace the non-conforming Goods, or refund the Price of the non-conforming Goods. This is the Buyer’s sole and exclusive remedy for breach of the warranty.
9.5 EXCEPT AS EXPRESSLY SET OUT IN THIS CONDITION 9, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT ARISING UNDER APPLICABLE LAW, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
10.1 Nothing in these Conditions excludes or limits any liability that may not lawfully be excluded or limited, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation.
10.2 SUPASTRIP SHALL HAVE NO LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY: (A) LOSS OF PROFIT, REVENUE, PRODUCTION, BUSINESS, CONTRACT, OR ANTICIPATED SAVING; (B) LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION; (C) COST OF DOWNTIME, LINE STOPPAGE, OR LOST PRODUCTION; (D) COST OF REWORK, SCRAP, OR DISPOSAL OF THE BUYER’S PRODUCT OR PACKAGING; (E) COST OF PRODUCT RECALL OR WITHDRAWAL; (F) LOSS OR CORRUPTION OF DATA; OR (G) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS, IN EACH CASE WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT SUPASTRIP WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS.
10.3 SUBJECT TO CONDITION 10.1, SUPASTRIP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT SHALL NOT EXCEED THE PRICE PAID OR PAYABLE BY THE BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.
10.4 The Buyer acknowledges that the Price reflects the allocation of risk set out in these Conditions, that the limitations in this condition 10 are a fundamental basis of the bargain between the parties, and that different terms would require a materially different Price. Where the Buyer requires a broader allocation of risk, this may be agreed in writing subject to a corresponding price adjustment and evidence of insurance.
10.5 The exclusions and limitations in this condition 10 are independent of, and apply notwithstanding the failure of, any exclusive or limited remedy provided under condition 9.4 to achieve its essential purpose, in each case to the fullest extent permitted by applicable law.
10.6 To the fullest extent permitted by applicable law, no action or proceeding arising out of or relating to a Contract may be commenced after the later of (a) one (1) year after the cause of action accrues and (b), in respect of a claim notified in accordance with condition 8.2, ninety (90) days after Supastrip has rejected that claim in writing. This condition does not apply to the Buyer’s indemnities under conditions 11.4 and 11.5 or to any claim for payment of the Price.
11.1 All intellectual property rights in or arising out of the Goods, including in Supastrip’s formulations, coating and adhesive systems, print processes, manufacturing know-how, product designs, and developments, are and remain the exclusive property of Supastrip. Nothing in the Contract transfers or licenses any such right to the Buyer, and no right is granted by implication or estoppel.
11.2 Where Supastrip develops a product, formulation, or process at the Buyer’s request, all intellectual property in that development vests in Supastrip unless otherwise agreed in writing, except that the Buyer retains all rights in its own trademarks, brand assets, and artwork.
11.3 The Buyer warrants that it owns or is licensed to use all trademarks, brand names, designs, copy, artwork, holographic designs, security features, and other materials that it supplies to or instructs Supastrip to reproduce on the Goods, and that their reproduction by Supastrip will not infringe the rights of any third party.
11.4 The Buyer shall indemnify, defend, and hold harmless Supastrip and its officers, employees, and affiliates against all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim that Goods manufactured to the Buyer’s Specification, artwork, or instruction infringe the intellectual property rights of a third party. This indemnity is not subject to the limitations in condition 10.
11.5 The Buyer shall indemnify, defend, and hold harmless Supastrip and its officers, employees, and affiliates against all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim relating to: (a) the Buyer’s product, finished pack, or packaging, including any claim of product liability, recall, withdrawal, or regulatory non-compliance; (b) the Buyer’s application, processing, or use of the Goods, or the use of the Goods on machinery, at line speeds, or with substrates for which they were not qualified; or (c) any breach by the Buyer of condition 3.4 or condition 12.1. This indemnity is not subject to the limitations in condition 10.
11.6 The following applies to each indemnity given by the Buyer under conditions 11.4 and 11.5: (a) Supastrip shall notify the Buyer in writing of any claim for which indemnity is sought promptly after becoming aware of it, except that a failure or delay in giving notice relieves the Buyer of its obligations only to the extent the Buyer is materially prejudiced by the failure or delay; (b) the Buyer may assume and control the defense and settlement of the claim using counsel reasonably acceptable to Supastrip, except that the Buyer may not settle any claim in a manner that imposes any obligation, payment, or admission on Supastrip, or that does not include an unconditional release of Supastrip, without Supastrip’s prior written consent; (c) Supastrip may participate in the defense with counsel of its own choosing at its own expense; (d) Supastrip shall provide reasonable cooperation in the defense at the Buyer’s expense; and (e) if the Buyer does not assume the defense within a reasonable period after notice, Supastrip may defend, settle, and compromise the claim at the Buyer’s cost.
11.7 Each party shall keep confidential all technical, commercial, and pricing information disclosed by the other in connection with the Contract, use it only for the purposes of the Contract, and not disclose it to any third party except to those of its personnel and professional advisers who need to know it and who are bound by equivalent obligations. This condition survives termination for five (5) years.
11.8 Neither party may use the other’s name, trademarks, or logo in any public statement, customer list, or marketing material without prior written consent, except that Supastrip may retain non-branded samples of the Goods for quality records and archival purposes.
12.1 Supastrip will supply, on request, declarations of compliance and technical documentation relevant to the Goods, including food-contact declarations where the Goods are supplied for food-contact application. Such declarations relate to the Goods as supplied only. The Buyer is solely responsible for the regulatory compliance of the finished pack and of the Buyer’s product, and for determining the suitability of the Goods for the Buyer’s market and application.
12.2 Each party shall comply with all export control, sanctions, and trade restriction laws applicable to it or to the transaction, including, in the case of Supastrip, the export control and sanctions laws and regulations of the United States. The Buyer warrants that it will not export, re-export, sell, or supply the Goods, directly or indirectly, to any person, entity, end-use, or destination that is prohibited or restricted under such laws, and shall provide such end-use information as Supastrip reasonably requires. Supastrip may suspend or cancel any Order without liability where it reasonably believes performance would breach such laws.
12.3 Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption, human trafficking, modern slavery, child labor, money laundering, and counterfeiting, and shall maintain adequate policies and procedures to ensure such compliance.
12.4 Each party shall comply with all applicable data protection and privacy laws in respect of any personal data exchanged in connection with the Contract.
13.1 Supastrip is not in breach of the Contract, and has no liability, for any delay or failure to perform arising from an event beyond its reasonable control, including act of God, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, government action, embargo, tariff or trade measure, strike or labor dispute, cyber incident, failure or interruption of utilities or transport, and failure, shortage or interruption of supply of raw materials, film, adhesive or ink.
13.2 Supastrip shall notify the Buyer of the event and its expected duration. Performance is suspended for the duration of the event and the time for performance is extended accordingly. Where the event affects Supastrip’s capacity or raw material availability, Supastrip may allocate available Goods among its customers on any basis it considers fair and reasonable.
13.3 If the event continues for more than sixty (60) days, either party may terminate the affected Order on written notice, without liability other than the Buyer’s obligation to pay for Goods delivered and for work in progress and materials committed in respect of Custom Goods.
13.4 This condition does not excuse the Buyer from any obligation to make payment.
14.1 Supastrip may terminate or suspend the Contract, in whole or in part, immediately on written notice and without liability if: (a) the Buyer commits a material breach of the Contract and, where capable of remedy, fails to remedy it within fourteen (14) days of notice; (b) the Buyer fails to pay any sum when due; (c) the Buyer becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with creditors, has a receiver, administrator, trustee, or liquidator appointed, files for bankruptcy or is subject to equivalent proceedings in any jurisdiction; or (d) Supastrip reasonably believes that the Buyer is, or is likely to become, unable to pay its debts as they fall due.
14.2 On termination for any reason, all sums owed by the Buyer become immediately due and payable, and conditions 1, 4.3, 6, 7.7, 8, 9, 10, 11, 12, and 15 survive.
15.1 The Contract constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, representations, understandings, and communications, whether written or oral. Each party acknowledges that it does not rely on any statement, representation or warranty not expressly set out in the Contract. Nothing in this condition limits liability for fraudulent misrepresentation.
15.2 Supastrip may assign, transfer, charge, or subcontract any of its rights or obligations under the Contract. The Buyer may not do so without Supastrip’s prior written consent.
15.3 No failure or delay by Supastrip in exercising any right or remedy constitutes a waiver of it, and no waiver of any breach is a waiver of any subsequent breach.
15.4 If any provision of the Contract is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remainder of the Contract remains in full force.
15.5 Nothing in the Contract creates a partnership, joint venture, agency, or employment relationship between the parties. The Contract is for the benefit of the parties only, and no person who is not a party to it has any right to enforce any of its terms.
15.6 Any notice under the Contract must be in writing and delivered by hand, by certified or registered mail (return receipt requested), by nationally recognized overnight courier, or by email, in each case to the recipient’s principal place of business, registered agent, or email address last notified for such purposes. Notice is deemed given on delivery by hand, on the date of delivery shown on the return receipt or courier confirmation, or one Business Day after sending by email unless a delivery failure notice is received. This condition does not apply to the service of legal proceedings.
15.7 The Contract is governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) is expressly excluded.
15.8 EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE CONTRACT.
15.9 The Contract is drawn up in the English language. Where a translation is provided, the English version prevails.
* END OF CONDITIONS *
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