Purchase conditions

1. Definitions.

In this document:
(a) “Agreement” shall mean the binding contract formed as described in Section 2.1 herein;
(b) "Goods" shall mean both tangible and intangible goods, including software and related documentation. References to Goods shall, where appropriate, be deemed to include Services;
(c) “Biocartis” shall mean the purchasing Biocartis legal entity identified in Biocartis’ offer;
(d) "IVD" short for In-vitro diagnostic medical device within the meaning of Art. 1(2)(b) of Directive 98/78/EC on in vitro diagnostic medical devices;
(e)”Purchase Order” shall mean a Biocartis-generated document that sets forth Biocartis requirements for the performance of the Services or for the provision of the Goods including but not limited to descriptions, quantities, prices, discounts, payment terms, date of performance, shipment, etc., that authorizes a purchase transaction;
(d) “Services” shall mean the services to be performed by Supplier to Biocartis under this Agreement;
(e) “Supplier” shall mean each person or entity (including, where relevant, its affiliates) that enters into an Agreement.

2. Acceptance.

2.1. These General Conditions of Purchase set forth the terms of Supplier’s offer to Biocartis. When Biocartis accepts Supplier’s offer by issuing a Purchase Order, a binding contract shall be formed (“Agreement”). Such Agreement is limited to the terms and conditions specified on the face and reverse of this document and any attachments. Biocartis does not agree to any proposed addition, alteration, or addition by Supplier. This Agreement can be varied only in writing signed by Biocartis. Any other statement or writing of Supplier shall not alter, add to, or otherwise affect this Agreement.
2.2. Biocartis is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any additional or different terms or provisions that may appear on any proposal, quotation, price list, acknowledgment, invoice, packing slip or the like used by Supplier at any time. Course of performance, course of dealing, and usage of trade shall not be applied to modify these General Conditions of Purchase.
2.3. All costs incurred by Supplier in preparing and submitting any Supplier offer shall be for the account of Supplier.

3. Time of the Essence.

Time is of the essence and all dates referred to in this Agreement shall be firm. In the event that Supplier anticipates any difficulty in complying with any delivery date or any of its other obligations under this Agreement, Supplier shall promptly notify Biocartis in writing.

4. Delivery of Goods.

4.1 Unless expressly agreed otherwise in writing, all Goods shall be delivered DDP (as defined in the latest version of the Incoterms) final destination determined by Biocartis.
4.2 Unless expressly mentioned by the Supplier and accepted by Biocartis in writing, the Goods are understood to be for IVD use.
4.3 Delivery shall be deemed completed at the moment receipt has been acknowledged by Biocartis in writing but it shall not constitute acceptance of the Goods.
4.4 Supplier shall, concurrently with the delivery of the Goods, provide Biocartis with copies of all applicable licenses. Each delivery of Goods to Biocartis shall include a packing list which contains at least
(i) the applicable order number,
(ii) the Biocartis part number,
(iii) the quantity shipped, and
(iv) the date of shipment.
4.5 Supplier shall make no partial delivery or delivery before the agreed delivery date(s). Biocartis reserves the right to refuse delivery of Goods and return same at Supplier’s risk and expense if Supplier defaults in the manner and time of delivery or in the rate of shipment. Biocartis shall not be liable for any costs incurred by Supplier related to production, installation, assembly or any other work related to the Goods, prior to delivery in accordance with this Agreement.
4.6 Any design, manufacturing, installation or other work to be performed by or on behalf of Supplier under this Agreement shall be executed with good workmanship and using proper materials.
4.7 Supplier shall pack, mark and ship the Goods in accordance with sound commercial practices and Biocartis’ specifications in such manner as to prevent damage during transport and to facilitate efficient unloading, handling and storage, and all Goods shall be clearly marked as destined for Biocartis. Supplier shall be responsible for any loss or damage due to its failure to properly preserve, package, handle, or pack the Goods; Biocartis shall not be required to assert any claims for such loss or damage against the common carrier involved.

5. Performance of Services.

5.1 Supplier shall perform the Services with due skill and care, using the proper materials and employing sufficiently qualified staff.
5.2 Supplier shall be fully liable for any and all third parties with which it has contracted in connection with the Services.
5.3 Only written confirmation by Biocartis shall constitute acceptance of the Services performed.

6. Inspection, Rejection of Goods.

6.1 Inspection of or payment for the Goods by Biocartis shall not constitute acceptance. Inspection or acceptance of or payment for the Goods by Biocartis shall not release Supplier from any of its obligations, representations or warranties under this Agreement.
6.2 Biocartis may, at any time, inspect the Goods or the manufacturing process for the Goods. If any inspection or test by Biocartis is made on the premises of Supplier, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Biocartis’ inspection personnel.
6.3 If Biocartis does not accept any of the Goods or Services, Biocartis shall promptly notify Supplier of such rejection, and Section 10 below shall apply. Within two (2) weeks from such notification, Supplier shall collect the Goods from Biocartis at its own expense or shall promptly perform the Services in accordance with Biocartis’ instructions. If Supplier does not collect the Goods within said two (2) week period, Biocartis may have the Goods delivered to Supplier at Supplier's cost, or with the Suppliers prior consent destroy the Goods, without prejudice to any other right or remedy Biocartis may have under this Agreement or at law.
6.4 If, as a result of sampling inspection, any portion of a lot or shipment of like or similar items is found not to be in conformity with this Agreement, Biocartis may reject and return the entire shipment or lot without further inspection or, at its option, complete inspection of all items in the shipment or lot, reject and return any or all nonconforming units (or accept them at a reduced price) and charge Supplier the cost of such inspection.

7. Prices and Payment.

7.1 Title to and risk of loss or damage to the Goods shall pass from the Supplier to Biocartis upon the acceptance by Biocartis of the Goods. The Supplier shall be liable for loss of or damage to the Goods even after the risk has passed to Biocartis if the loss or damage is due to an act or omission of the Supplier.
7.2 All prices quoted in this Agreement shall be fixed prices. Supplier warrants that such prices are not in excess of the lowest prices charged by Supplier to other similarly situated customers for similar quantities of goods or services of like kind and quality.
7.3
(i) All prices are gross amounts but exclusive of any value added tax (VAT) or any other similar applicable tax.
(ii) If the transactions as described in this Agreement are subject to any applicable VAT or any other similar applicable tax, Supplier shall be allowed to charge VAT or any other similar applicable tax to Biocartis, which shall be paid by Biocartis on top of the prices. Supplier is responsible for paying any applicable VAT or any other similar applicable tax to the appropriate (tax) authorities. Supplier shall issue an invoice on which any VAT will be mentioned separately. In addition, Supplier shall inform Biocartis whether Biocartis is allowed to apply for an exemption if and to the extent allowed under applicable law in such specific situation.
7.4 Any license fees shall be included in the price.
7.5 Subject to the acceptance of the Goods and/or Services by Biocartis, payment shall be made within sixty (60) days from the end of the month of the receipt of the correct invoice in the proper form. Invoice should mention the Biocartis Purchase Order number and should be sent to Biocartis US Inc. Attention: Accounts Payable ,30 Montgomery Street, Suite 970 Jersey City, NJ 07302 , with copy to: Email: [email protected].
7.6 If Supplier fails to fulfil any of its obligations under this Agreement, Biocartis may suspend payment to Supplier.
7.7 Biocartis shall at all times have the right to set off and deduct from any amounts owing from Biocartis to Supplier or any of its affiliates any amount owing from Supplier or any of its affiliates to Biocartis, irrespective of the nature of any such claim.
7.8 Supplier acknowledges and agrees that any amount to be paid by Biocartis to Supplier may be paid on Biocartis’ behalf by another legal entity belonging to the Biocartis Group of Companies and/or a third party designated by Biocartis. Supplier shall treat such payment as if it were made by Biocartis itself and Biocartis’ obligation to pay to Supplier shall automatically be satisfied and discharged for the amount paid by such entity.
7.9 Payment of the Supplier shall not be construed as either acceptance or agreement by the Purchaser that the Goods conform to the terms and conditions of this Agreement.

8. Warranty.

8.1 Supplier represents and warrants to Biocartis that:
(a) all Goods are suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship;
(b) all Goods strictly comply with the specifications, approved samples and all other requirements under this Agreement;
(c) all Goods shall be free from any and all liens and encumbrances;
(i) all Goods have been designed, manufactured and delivered, and the Services have been provided in compliance with all applicable laws (including labor laws), regulations, EC Directive 2001/95 on General Product Safety and the then current Supplier Sustainability Declaration;
(ii) Goods and Services are provided with and accompanied by all information and instructions necessary for proper and safe use;
(d) all required licenses in relation to the Goods are and shall remain valid and in place, that the scope of such licenses shall properly cover the intended use of the Goods and all such licenses shall include the right to transfer and the right to grant sublicenses; and
(e) where the Goods or Services incorporate or contain chemicals or dangerous hazardous goods or substances, these shall be provided with written and detailed specifications of the composition and characteristics of such goods or substances and of all laws, regulations and other requirements relating to such goods or substances in order to enable Biocartis to transport, store, process, use and dispose of such Goods properly and in a safe manner.
(f) all Goods do not violate or infringe any third party domestic or foreign patent, copyright (including portrait rights and moral rights), trade secret, trademark or other intellectual property rights.
8.2 These warranties shall not be deemed to exclude Supplier’s standard warranties or other rights or warranties which Biocartis may have or obtain, shall survive any delivery, inspection, acceptance, payment or resale of the Goods, and shall extend to Biocartis and its customers. Acceptance of, or payment for, all or any part of the Goods or Services furnished under this Agreement shall not be deemed to be a waiver of Biocartis’ right to cancel or return or reject all or any part thereof because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranties, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages occasioned to Biocartis.

9. Open Source Software Warranty.

Supplier represents and warrants that the Goods do not include any portion of any Open Source Software. As used herein, “Open Source Software” shall mean (a) any software that requires as a condition of use, modification and/or distribution of such software, that such software:
(i) be disclosed or distributed in source code form;
(ii) be licensed for the purpose of making derivative works;
(iii) may only be redistributed free from enforceable intellectual property rights; and/or (b) any software that contains, is derived from, or statically or dynamically links to, any software specified under (a).

10. Non-conformity of Goods or Services.

10.1 If any Good or Service is defective or otherwise not in conformity with the requirements of this Agreement, Biocartis shall notify Supplier and may, without prejudice to any other right or remedy available to it under this Agreement or at law, at its sole discretion:
(a) claim a full refund of the price paid under this Agreement; or
(b) require Supplier promptly to remedy the non-conformance or to replace the nonconforming Goods with Goods meeting the specifications.
10.2 Supplier shall bear all cost of repair, replacement and transportation of the nonconforming Goods, and shall reimburse Biocartis in respect of all costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred by Biocartis in connection therewith.
10.3 Risk in relation to the nonconforming Goods shall pass to Supplier upon the date of notification thereof.

11. Ownership and Intellectual Property.

11.1 All machinery, tools, drawings, specifications, raw materials and any other property or materials furnished to Supplier by or for Biocartis, or paid for by Biocartis, for use in the performance of this Agreement, shall be and remain the sole exclusive property of Biocartis and shall not be furnished to any third party without Biocartis’ prior written consent, and all information with respect thereto shall be confidential and proprietary information of Biocartis. In addition, any and all of the foregoing shall be used solely for the purpose of filling orders from Biocartis, shall be marked as owned by Biocartis, shall be held at Supplier’s risk, shall be kept in good condition and be replaced by Supplier, if necessary, at Supplier’s expense, shall be subject to periodic accounting by Supplier as reasonably requested from time to time by Biocartis, and shall be subject to return promptly upon Biocartis’ request. Supplier agrees to furnish at its own expense all machinery, tools, and raw materials necessary to perform its obligations under this Agreement.
11.2 Supplier represents and warrants to Biocartis that (i) the Goods and Services do and shall not, alone or in any combination, infringe or violate any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of any other party (including Supplier’s employees and subcontractors), and (ii) that it holds the necessary titles in order to license Biocartis any intellectual property right (including patents, trademarks, copyrights, trade names, trade secret, licenses or other proprietary right) of every component of the Goods and/or Services provided to Biocartis, as a whole or as integrated part of another Good/Service, including but not limited to machinery, tools, drawings, designs, software, demos, molds, specifications or pieces.
11.3 Biocartis shall retain all rights in any samples, data, works, materials and intellectual and other property provided by Biocartis to Supplier. All rights in and titles to deliverables (including future deliverables) and other data, reports, works, inventions, knowhow, software, improvements, designs, devices, apparatus, practices, processes, methods, drafts, prototypes, products and other work product or intermediate versions thereof produced or acquired by Supplier, its personnel or its agents for Biocartis under this Agreement (the “Work Product”) shall become Biocartis’ property. Supplier shall execute and deliver any documents and do such things as may be necessary or desirable in order to carry into effect the provisions of this Section.
11.4 Supplier shall not have any right, title or interest in or to any of Biocartis’ or any of its affiliates' samples, data, works, materials, trademarks and intellectual and other property nor shall the supply of Goods and/or Services alone or in any combination and packaging containing Biocartis' or any of its affiliates’ trademarks or trade names give Supplier any right or title to these or similar trademarks or trade names. Supplier shall not use any trademark, trade name or other indication in relation to the Goods or Services alone or in any combination without Biocartis’ prior written approval and any use of any trademark, trade name or other indication as authorized by Biocartis shall be strictly in accordance with the instructions and for the purposes specified by Biocartis or any of its affiliates.
11.5 Supplier shall not, without Biocartis' prior written consent, make any reference to Biocartis or any of its affiliates, whether in press releases, advertisements, sales literature or otherwise.

12. Intellectual Property Indemnification.

12.1 Supplier shall indemnify and hold harmless Biocartis and its affiliates, its agents and employees and anyone selling or using any of Biocartis’ products in respect of any and all claims, damages, costs and expenses (including but not limited to loss of profit and reasonable attorneys’ fees) in connection with any third party claim that any of the Goods or Services alone or in any combination or their use infringes any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of any other party or any intellectual property right, or, if so directed by Biocartis or any of its affiliates, shall defend any such claim at its expense.
12.2 Biocartis shall give Supplier prompt written notice of any such claim. Supplier shall provide all assistance in connection with any such claim as Biocartis or any of its affiliates may reasonably require.
12.3 If any Goods or Services alone or in any combination, supplied under this Agreement are held to constitute an infringement and its use is enjoined, Supplier shall, as directed by Biocartis, but at its own expense: either
(a) procure for Biocartis or any of its affiliates or the customers the right to continue using the Goods or Services alone or in any combination; or
(b) replace or modify the Goods or Services alone or in any combination with a functional, non-infringing equivalent.
12.4 If Supplier is unable either to procure for Biocartis or any of its affiliates the right to continue to use the Goods or Services alone or in any combination or to replace or modify the Goods or Services alone or in any combination in accordance with the above, Biocartis may terminate this Agreement and upon such termination, Supplier shall reimburse to Biocartis or any of its affiliates the price paid, without prejudice to Supplier's obligation to indemnify Biocartis as set forth herein.

13. Indemnification.

Supplier shall indemnify and hold harmless Biocartis, its agents and employees and anyone selling or using any of Biocartis’ products, from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, judgments, liabilities, interest, attorneys’ fees, costs and expenses of whatsoever kind or nature (including but not limited to special, indirect, incidental, consequential damages), whether arising before or after completion of the delivery or performance of the Goods or Services covered by this Agreement, in any manner caused or claimed to be caused by the acts, omissions, faults, breach of express or implied warranty, breach of any of the provisions of this Agreement, or negligence of Supplier, or of anyone acting under its direction or control or on its behalf, in connection with Goods or Services furnished by Supplier to Biocartis under this Agreement.

14. Compliance with Laws.

Supplier shall at all times comply with all laws, rules, regulations, and ordinances applicable to this Agreement, including, but not limited to, all fair labor, equal opportunity, and environmental compliance laws, rules, regulations, and ordinances. Supplier shall furnish to Biocartis any information required to enable Biocartis to comply with such laws, rules, and regulations in its use of the Goods and Services.
If the Goods and/or Services are sold to Biocartis under federal contract or subcontract, all applicable procurement regulations required by federal statute or regulation to be inserted in contracts or subcontracts are hereby incorporated by reference. Additionally, the Equal Employment Opportunity Clauses set forth in 41 Code of Federal Regulations, Chapters 60-1.4, 60-250.5, and 60-741.5, are hereby incorporated by reference.

15. Export Control Laws and Customs

15.1 Supplier shall obtain all international and national export licenses or similar permits required under all applicable export control laws and regulations and shall provide Biocartis with all information required to enable Biocartis and its customers to comply with such laws and regulations. Upon Biocartis’ request, Supplier shall provide Biocartis with an appropriate certification stating the country of origin for Goods, sufficient to satisfy the requirements of
(i) the customs authorities of the country of receipt, and
(ii) any applicable export licensing regulations, including those of the United States.
15.2 Supplier shall mark every Good (or the Good’s container if there is no room on the Good itself) with the country of origin. Supplier shall, in marking the goods, comply with the requirements of the customs authorities of the country of receipt. If any Goods are imported, Supplier shall when possible allow Biocartis to be the importer of record. If Biocartis is not the importer of record and Supplier obtains duty drawback rights to the Goods, Supplier shall, upon Biocartis request, provide Biocartis with documents required by the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to Biocartis.

16. Payment before Delivery.

If Biocartis pays for any Goods ordered herein prior to delivery, title in the same shall pass to Biocartis on payment, and Supplier agrees to segregate such Goods and any raw materials and work in progress relating to this Agreement.

17. Limitation of Liability.

BIOCARTIS SHALL NOT BE LIABLE TO SUPPLIER FOR ANY LOST REVENUE, LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON BREACH OR DEFAULT UNDER THIS ORDER, EVEN IF BIOCARTIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Biocartis be liable to Supplier, its successor assigns for damages in excess of the amount due to Supplier for complete performance under this Agreement, less any amounts already paid to Supplier by Biocartis.

18. Force Majeure.

“Force Majeure” shall mean any unforeseen event which is beyond the reasonable control of the parties to this Agreement or any foreseeable occurrence the consequences of which may not reasonably be avoided that arises after the date of signature of this Agreement and which prevents performance of this Agreement, in whole or in part, by either party.
In the event that Supplier is prevented from performing any of its obligations under this Agreement for reason of force majeure, the performance of the obligation concerned shall be suspended for the duration of the force majeure. If the circumstance constituting force majeure endures for more than thirty (30) days, Biocartis shall be entitled to terminate this Agreement with immediate effect by written notice to Supplier, and upon such notice, Supplier shall not be entitled to any form of compensation. Force majeure on the part of Supplier shall in any event not include shortage of personnel or production materials or resources, strikes, breach of contract by third parties contracted by Supplier, financial problems of Supplier, nor the inability of Supplier to secure the necessary licenses in respect of software to be supplied or the necessary legal or administrative permits or authorizations in relation to the Goods or Services to be supplied.

19. Suspension and Termination.

19.1 Without prejudice to any other right or remedy available to Biocartis under this Agreement or at law, Biocartis shall be entitled at its discretion to suspend the performance of its obligations under this Agreement in whole or in part or to terminate this Agreement in whole or in part by means of written notice to Supplier in the event that:
(a) Supplier files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit or creditors or similar proceeding;
(b) Supplier becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding and such petition or proceeding is not dismissed within thirty (30) days from filing of such petition or proceeding;
(c) Supplier ceases or threatens to cease to carry on business in the ordinary course; or Supplier breaches any of its obligations under this Agreement or Biocartis’, in its reasonable discretion, determines that Supplier cannot or shall not deliver the Goods or perform the Services as required.
19.2 Biocartis shall not be liable to Supplier by virtue of such termination.

20. Confidentiality.

20.1 Supplier shall treat all information provided by or on behalf of Biocartis under this Agreement as confidential and shall be used by Supplier use only for the purposes of this Agreement. Supplier shall protect Biocartis’ information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care. All such information shall remain Biocartis’ property and Supplier shall, upon Biocartis’ demand, promptly return to Biocartis all such information and shall not retain any copy thereof.
20.2 The existence and the contents of this Agreement shall be treated as confidential by Supplier.

21. Miscellaneous.

21.1 Supplier shall provide Goods and render Services hereunder as an independent contractor and not as an agent of Biocartis and nothing contained in this Agreement is intended to create a partnership, joint venture or employment relationship between the parties.
21.2 Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under this Agreement without the prior written consent of Biocartis. Any such pre-approved subcontracting, transfer, pledge or assignment shall not release Supplier from its obligations under this Agreement.
21.3 The rights and remedies reserved to Biocartis are cumulative and in addition to any other or future rights and remedies available under the Agreement, at law or in equity.
21.4 Supplier shall comply with terms of the current version of the Computer Industry Quality Conference (CIQC) Standard 0002. Supplier shall provide Biocartis written notice of all product discontinuances twelve (12) months prior to the last order date, including as a minimum Biocartis part numbers, substitutions, and last order and shipment dates.
21.5 Neither the failure nor the delay of Biocartis to enforce any provision of this Agreement shall constitute a waiver of such provision or of the right of Biocartis to enforce each and every provision of this Agreement. No course or prior dealings between the parties and no usage of the trade shall be relevant to determine the meaning of this Agreement. No waiver, consent, modification or amendment of the terms of this Agreement shall be binding unless made in a writing specifically referring to this Agreement signed by Biocartis and Supplier.
21.6 In the event that any provision(s) of these General Conditions of Purchase shall be held invalid, unlawful or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. Any such provision held invalid, unlawful or unenforceable, shall be substituted by a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.
21.7 In the event of termination, any obligation entered into prior to termination, shall be performed under the terms and conditions of this Agreement. Termination of this Agreement shall not effect either Party’s commitments undertaken pursuant to this Agreement prior to its termination.
21.8 This Agreement shall be governed by and construed in accordance with the laws of the country or state of incorporation of Biocartis, as applicable.
21.9 Supplier and Biocartis each consent to
(i) the exclusive jurisdiction of the competent courts in the country or state of incorporation of Biocartis; or
(ii), at the option of Biocartis, of the competent courts of the place of residence of Supplier or
(iii) at the option of Biocartis, for arbitration in which case article 21.10 applies and hereby waives all defenses of lack of personal jurisdiction and forum non-convenience.
21.10 If so chosen by Biocartis in accordance with article 21.9 iii, any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity shall be finally settled solely under the auspices of the American Arbitration Association (“AAA”) pursuant to its then-current Comprehensive Arbitration Rules and Procedures, and the Parties hereby waive their rights to seek remedies in court, including any right to a jury trial. The arbitration hearing shall be held in New York, New York. Disputes shall not be resolved in any other forum or venue. The arbitration shall be conducted by a retired judge appointed by AAA. The Parties agree that the arbitrator shall apply the substantive Law of Delaware to all state law claims and that limited discovery shall be conducted in accordance with AAAS’ Arbitration Rules and Procedures. The arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award. The Parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal Law. Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction.
21.11 The United Nations Convention on International Sale of Goods shall not apply to this Agreement.