ARTEMIS TECHNOLOGIES LIMITED STANDARD TERMS AND CONDITIONS GOODS/SERVICE CONTRACT This contracted is dated on the date of the PO to which these terms are attached and is made between:
ARTEMIS TECHNOLOGIES NORTH AMERICA LLC a Delaware limited liability company, with its principal business address at 1 Dock 72 Way, 7th Floor, Brooklyn, New York 11205 ("Customer");
AND
The Supplier named as the supplier on the PO to which these terms are attached (the "Supplier"), the Customer and the Supplier together the "parties" and each a "party".
In these Conditions the following definitions apply:
"Affiliate” means (a) any other person controlling, controlled by, or under common control with such particular person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise and (b) if such person is a partnership, any partner thereof;
"Applicable Law" means any applicable act, statute, code, law (including common law), ordinance, rule, governmental order, or regulation promulgated by any governmental authority whether local, state, federal, or international, including, but not limited to, Anti-Corruption Laws and Data Protection Laws;
"Conditions" means the Supplier’s terms and conditions of sale set out herein;
"Confidential Information" means all non-public, confidential or proprietary information, including, but not limited to, commercial, financial or technical information, information relating to the Deliverables, plans, software, data, know-how or trade secrets, specifications, samples, patterns, designs, customer lists, supplier lists, pricing, discounts or rebates, whether disclosed orally or disclosed or accessed in written, electronic or other form of media, and whether or not marked, designated or otherwise identified as confidential, that is disclosed by one party (or its representatives or Affiliates) to the other party (or such party’s representatives or Affiliates);
"Contract" means this agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Purchase Order, and including all schedules, attachments, annexes, and statements of work that are issued with the Purchase Order and which relate to the scope of the Deliverables;
"Customer Background IPRs" means all Intellectual Property Rights that are owned by or licensed to the Customer and which are or have been developed independently of this Contract (whether prior to this Contract coming into force or otherwise);
"Customer Materials" means all goods, stock, plans, drawings, designs, documents, software programs, work product and other materials that are delivered to the Supplier by the Customer in the course of the supply of the Deliverables by the Supplier;
"Data Protection Laws" means all applicable data or privacy laws concerning the processing of personal information or other protected data, including laws that relate to the security and protection of personal information, data privacy, or security breach notifications;
"Deliverables" means the Goods and/or Services, as the case may be, to be delivered under this Contract;
"Foreground IPRs" means all Intellectual Property Rights created or developed by or on behalf of the Supplier for the Customer or developed jointly by the parties, as applicable, in each case as part of supplying the Deliverables to the Customer according to the Specification for the Deliverables detailed in or referred to in this Contract;
"Goods" means the goods (and any items related to the Goods (including documentation) set out in the Purchase Order and to be supplied by the Supplier to the Customer in accordance with the Contract;
"Intellectual Property Rights" means any United States and foreign:
(a) utility and design patents;
(b) trademarks, service marks, trade names, brand names, trade dress, slogans, logos, domain names and similar designation of origin and rights therein, and all goodwill associated with any of the foregoing;
(c) inventions, discoveries, ideas, processes, formulae, designs, models, industrial designs, know-how, proprietary information, trade secrets, and confidential information, whether or not patented or patentable;
(d) copyrights (whether registered or unregistered), writings and other copyrightable works, including copyrights in works in progress, databases and rights in software and rights in Confidential Information;
(e) all other intellectual property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature or having similar effect in any jurisdiction throughout the world;
(f) all registrations and applications for registration of any of the foregoing; and
(g) all rights to sue, in each case (i) whether or not registered, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, (v) to which the relevant party is or may be entitled, and (vi) in whichever part of the world existing;
"Location" means the address or addresses for delivery of the Goods and performance of the Services as set out in the Purchase Order or such other address or addresses as mutually agreed between the Customer and the Supplier;
"Losses" has the meaning given in clause 10.1;
"Personal Data" has the meaning given in the applicable Data Protection Laws from time to time;
"Price" has the meaning given in clause 2.1;
"Purchase Order" or "PO" means the Customer’s purchase order specifying the Deliverables;
"Services" means the services set out in the Purchase Order and to be supplied by the Supplier to the Customer in accordance with this Contract. The description of the Services (and other relevant information related to the Services) may be set out in a separate services schedule, in which case, such schedule shall be attached to these Conditions and the PO and shall be incorporated into the Contract;
"Specification" means the description or documentation provided for the Deliverables set out or referred to in the Contract;
"Supplier Background IPRs" means all Intellectual Property Rights that are owned by or licensed to the Supplier and which are or have been developed independently of this Contract (whether prior to this Contract coming into force or otherwise); and
"Taxes" means all taxes, including, but not limited to, all sale, use or excise taxes applicable to the sale of the Deliverables.
1. Application of these conditions
1.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
1.2 No terms or conditions endorsed on, delivered with, or contained in the Supplier’s quotation, sales conditions, confirmation of Purchase Order, specification or other document shall form part of the Contract.
1.3 No variation of these Conditions or to a Purchase Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorized signatory on behalf of each of the Customer and the Supplier, respectively.
1.4 The Customer issues a PO to the Supplier when it accepts the offer to supply the Deliverables made by the Supplier. The Contract is formed on the issuing of the PO by the Customer. Up to the point of the Customer issuing the PO, the Customer may withdraw or change any element of its requirements upon which this Contract is based.
2. Price
2.1 The price for the Deliverables shall be as set out in the Purchase Order (the “Price”). No increase in the Price may be made by the Supplier after the Purchase Order has been placed by the Customer.
2.2 The Customer will provide the Supplier with a PO number for each Purchase Order. A valid PO number must be stated on all invoices presented by the Supplier to the Customer for payment.
2.3 The Supplier shall invoice the Customer (a) with respect to Goods, on the later of: on or after the date of completion of delivery of the Goods and the Customer’s acceptance of the Goods; and (b) with respect to Services, on or after the completion of performance of the Services.
2.4 The Customer shall pay each validly submitted and undisputed invoice of the Supplier within 60 days from the end of the month in which the invoice is received by the Customer.
2.5 The Supplier may charge interest on any undisputed amounts that are not fully paid by the due date at an interest rate, compounded quarterly, equal to the lesser of 2% per month or the highest rate permissible under applicable law
2.6 Any applicable Taxes shall be charged by the Supplier and paid by the Customer at the time the invoice was issued.
3. Cancellation
3.1 3.1 The Customer shall have the right to cancel the Purchase Order for the Deliverables or for any part of the Deliverables which have not yet been, in the case of Goods, delivered and in the case of Services, performed for, the Customer.
3.2 In relation to any Purchase Order cancelled or part-cancelled under clause 3.1, on receipt of validly issued and properly documented evidence, the Customer shall pay for:
(a) respect of any Goods, that part of the Price which relates to the Goods which at the time of cancellation have been delivered to the Customer; and
(b) in respect of any Goods, the costs of materials which the Supplier has purchased to fulfil the Purchase Order for the Goods which cannot be used for other Purchase Orders or be returned to the Supplier’s supplier of those materials for a refund; and
(c) in respect of any Services, that part of the Price that relates to the Services which, at the time of cancellation have been paid for or contractually committed by the Supplier and cannot be cancelled.
3.3 The Supplier shall use commercially reasonable best efforts to mitigate all costs relating to the Purchase Order immediately upon receipt of cancellation under this clause 3.
4. Delivery and Performance
4.1 The Goods shall be delivered by the Supplier, or its designated carrier, to the Location on the date(s) specified in the Purchase Order.
4.2 The Goods shall be deemed delivered on completion of unloading only of the Goods at the Location by the Supplier or its designated carrier (as the case may be).
4.3 The Services shall be performed by the Supplier at the Location on the date(s) specified in the Purchase Order.
4.4 The Services shall be deemed performed on completion of the performance of the Services as specified in the Purchase Order.
4.5 Time of delivery or performance (as the case may be) is of the essence. If the Supplier fails to deliver any of the Goods or perform any of the Services by the date specified in the Purchase Order, unless caused by the Customer, the Customer shall (without prejudice to its other rights and remedies) be entitled at its sole discretion to:
(a) terminate the Contract (in whole or in part); (b) purchase the same or similar Deliverables from another supplier; (c) refuse to accept the delivery or performance (as the case may be) of any more Deliverables under the Contract; and/or (d) recover from the Supplier all costs and losses resulting to the Customer from the failure in performance or delivery (as the case may be);
5. Rejection and inspection
5.1 The Customer shall be entitled to reject any Deliverables which are not in compliance with the terms and conditions of the Contract. Any acceptance of defective, late or incomplete Deliverables or any payment made in respect thereof, shall not constitute a waiver of any of the Customer’s rights and remedies, including its right to reject.
5.2 Any rejected Goods may be returned to the Supplier by the Customer at the Supplier’s cost and risk.
5.3 The rights of the Customer in this clause 5 are without prejudice to the Customer’s other rights and remedies under the Contract including under clause 7.
6. Title and Risk of Loss
6.1 Title and and risk of loss passes to the Customer upon delivery of the Goods as set forth in clause 4.
7. Customer Materials
7.1 In the event that the Customer provides any Customer Materials to the Supplier in order for the Supplier to provide the Goods or Services to the Customer, the following provisions shall apply:
(a) The Customer Materials shall at all times remain the Customer’s property, and the Supplier shall have no right, title or interest in or to the Customer Materials, except for the right to possession and use of the Customer Materials subject to the terms and conditions of this Contract;
(b) The Supplier shall, at its own cost and expense, maintain the Customer Materials in the same condition as such materials were on the date that the Customer Materials were provided to the Supplier (except for ordinary course wear and tear) including replacement of worn, damaged and lost parts, and the Supplier shall be responsible for all costs and expenses to rectify any damages to such Customer Materials;
(c) Without the prior written consent of the Customer, the Supplier shall not make any alteration to the Customer Materials and shall not remove any existing part or component(s) from the Customer Materials;
(d) Without the prior written consent of the Customer, the Supplier shall not, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, lease, let or lend the Customer Materials or allow the creation of any mortgage, charge, encumbrances, lien or other security interest on or in respect of the Customer Materials;
(e) At all times, the Supplier shall ensure that the Customer Materials remain identifiable as being the Customer’s property and the Supplier must not remove any visible signs attached to the Customer Materials to that effect;
(f) The Supplier shall not publish or disclose to any third parties, exploit or seek to exploit, reverse engineer, copy, or decompile any part of the Customer Materials for any purposes; and
(g) The Supplier shall be responsible for any loss of or damage to the Customer Materials arising out of or in connection with any negligence, misuse, or mishandling of the Customer Materials or otherwise caused by the Supplier or the Supplier’s Affiliates, directors, officers, managers, shareholders, members advisors, agents, and employees. The Supplier shall maintain and carry insurance in full force and effect, which includes, but is not limited to, commercial general liability and property and casualty insurance, with limits and coverages that are commercially reasonable and with financially sound and reputable insurers.
8. Representations and Warranties
8.1 The Supplier warrants and represents to the Customer that it shall:
(a) have all consents, licenses, authorizations and permits necessary to deliver and perform the Deliverables; (b) fulfil its obligations in accordance with the terms of the Purchase Order and the Contract; and (c) perform the Services using employees of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Contract.
8.2 The Supplier represents and warrants to the Customer that:
(a) the Goods shall be free and clear of all mortgages, charges, encumbrances, liens or other security interests; (b) the Deliverables shall be free from any defects in design, material and workmanship; (c) the Goods conform to the Specifications; (d) the Goods are merchantable and fit for their intended purpose and operate as intended; (e) at the time of Delivery of the Goods, the Supplier has the right to sell and deliver such Goods to the Customer; (f) the Deliverables do not infringe or misappropriate any third party’s patent or other Intellectual Property Rights; and (g) upon delivery of such Deliverables, the Customer shall acquire all right, title and interest in and to the Deliverables free and clear of any mortgages, charges, encumbrances, liens or other security interests; and (h) the Deliverables shall, and the Supplier’s performance of the Contract shall, comply with all Applicable Laws, standards and best industry practice.
8.3 The Customer may reject any Deliverables that do not comply with clause 8.2 and the Supplier shall, at the Customer’s option, (a) if Goods, promptly remedy, repair or replace the Goods, (b) if Services, promptly correct or re-perform the Services, or (c) in either case refund the price of any such Deliverables, provided that the Customer serves a written notice on the Supplier that some or all of the Deliverables do not comply with clause 8.2.
8.4 The provisions of these Conditions shall apply to any Deliverables that are remedied, repaired, replaced, corrected or reperformed.
9. Compliance with Law
9.1 The Supplier shall comply in all material respects with all Applicable Laws. The Supplier shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Contract. The Supplier shall comply with all export and import laws of all countries involved in the sale of the Goods under this Contract or any resale of the Goods by the Supplier. The Supplier assumes all responsibility for shipments of Goods requiring any import clearance from any governmental authority. The Customer may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
9.2 Each party shall comply in all material respects with Anti-Corruption Laws, including ensuring that it has in place adequate procedures to prevent corruption, money laundering and bribery and will direct its employees, Affiliates, subcontractors and other representatives to comply with the Anti-Corruption Laws. Notwithstanding anything contained herein to the contrary, it is understood and agreed that neither party shall, directly or indirectly, make or receive any bribe or other improper payment, or allow any such bribe or payment to be made or received on its behalf, and shall implement and maintain adequate procedures directed at ensuring such bribes or payments are not made or received.
9.3 The Supplier shall promptly notify the Customer as soon as it becomes aware of a breach of any of the requirements in this clause 9.
9.4 The Supplier shall immediately notify the Customer as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 9.
10. Indemnification
10.1 The Supplier shall defend, indemnify, and hold harmless the Customer and its Affiliates, successors or assigns, and their respective directors, officers, managers, shareholders, members, advisors, agents, and employees against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including, but not limited to, reasonable attorney and professional fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”), arising out of or occurring in connection with (a) the Deliverables, (b) the Supplier’s negligence, willful misconduct, fraud or fraudulent misrepresentation, (c) the breach of the Contract, or (d) any claim that the use or possession of the Goods or Services infringes or misappropriates the Intellectual property Rights of any third party.
11. Intellectual Property Rights
11.1 If the Customer is required to give to the Supplier any Customer Materials to assist or enable the Supplier to supply the Deliverables, the following terms shall apply:
(a) The Customer and its licensors shall retain ownership of all Customer Background IPRs and the Customer Materials. (b) The Customer grants to the Supplier or shall procure the direct grant to the Supplier of, a fully paid-up, worldwide, non-exclusive, royalty-free license to make use of the Customer Background IPRs and Customer Materials strictly for the purposes of completing the supply of the Deliverables to the Customer. The Supplier shall not make any other use of any Customer Materials. (c) The Supplier and its licensors shall retain ownership of all Supplier Background IPRs. The Supplier grants to Customer, or shall procure the direct grant to Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, transferable license to use the Supplier Background IPRs to the extent necessary to enable the Customer to make full use of the Foreground IPRs and/or to enable the Customer to sell, use or operate the Deliverables. Other than as set out here, the Customer shall not have any other rights to the Supplier Background IPRs. (d) The Customer shall own all Foreground IPRs. To the extent that the Supplier owns any Intellectual Property Rights in the Foreground IPRs, the Supplier hereby assigns to the Customer, with full title guarantee and free from all third party rights, all such Intellectual Property Rights in the Foreground IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the Foreground IPRs. The Supplier shall not claim any right, title or interest in relation to any of the Foreground IPRs and the Supplier hereby acknowledges and agrees that any Intellectual Property Rights subsisting in or attaching to any Foreground IPRs shall belong to and vest in Customer irrevocably, unconditionally and to the fullest extent permitted by law. (e) The Supplier shall, promptly at Customer’s request, do (or procure the doing of) all such further acts and things and execute (or procure the execution of) all such other documents as the Customer may from time to time require for the purpose of securing all rights, title and interest in and to the Foreground IPRs.
12. Confidentiality; Public Statements
12.1 The Supplier shall keep confidential all Confidential Information of the Customer and of any Affiliate of the Customer and shall only use the same as required to perform the Contract. The provisions of this clause 12 shall not apply to:
(a) any information which was in the public domain as of the date of the Contract; (b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; (c) any information which is independently developed by the Supplier without use of or reference to information supplied by the Customer; or (d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
12.2 The clause 12 shall remain in force until the later of (a) five (5) years from the date of the Contract and (b) three (3) years after termination or expiration of the Contract.
12.3 Neither party will issue any press release or make any public statement relating to this Contract without the prior written consent of the other party, except for any press releases or public statements the making of which may be required by Applicable Law. Notwithstanding the foregoing, nothing in this Contract shall prevent, hinder, or delay any disclosure deemed appropriate by the Customer to its current or prospective partners, lenders, shareholders or beneficial owners.
13. Data Protection
13.1 For any Contract that involves any Personal Data, the parties agree that the party that receives such Personal Data shall at all times comply in all material respects with all Data Protection Laws in connection with the processing of Personal Data as part of the performance of the Contract.
13.2 In particular, both parties shall use commercially reasonable best efforts to (a) cooperate with the other party in its efforts to comply with its obligations under Data Protection Laws; (b) implement and maintain appropriate technical and organizational measures against unauthorized and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data; (c) process any Personal Data as part of the performance of the Contract only on the written instructions of the disclosing party or otherwise as required by Applicable Laws; (d) maintain complete, accurate and up to date written records of all categories of processing activities carried out and make such records available to the disclosing party and its representatives upon reasonable request; (e) not transfer any Personal Data outside of the United States without the disclosing party’s prior written consent unless the Personal Data is being transferred outside the United States to an Affiliate or service provider of the Customer or such Affiliate in which case prior written consent is not required; (f) promptly notify the disclosing party any data breach relating to Personal Data about which the receiving party becomes aware; and (g) delete or return Personal Data and any copies thereof to the disclosing party on termination of the Contract unless required by applicable Data Protection Laws to store the Personal Data.
13.3 Notwithstanding anything to the contrary in this Contract, nothing in this Contract relieves, limits or excludes any party from any liabilities under any Data Protection Laws.
14 Termination
14.1 Either party may terminate this Contract effective immediately by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract, which breach is uncurable or, if curable, remains uncured for a period of fourteen (14) days from receipt of written notice of such breach; (b) the other party repeatedly breaches any of the terms of this Contract such that its conduct reasonably demonstrates that such party is not willing, or does not intend, to perform the Contract or comply with the terms of the Contract; (c) the other party (i) files for protection under bankruptcy or insolvency laws, (ii) makes an assignment for the benefit of creditors, (iii) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within ninety (90) days after such filing, (iv) proposes a written agreement of composition or extension of its debts, (v) proposes or is a party to any dissolution or liquidation, (vi) files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within sixty (60) days of the filing thereof, or (vii) admits in writing its inability generally to meet its obligations as they fall due in the general course; or (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or any substantial portion of its business.
14.2 Except as otherwise expressly provided herein, the termination of this Contract in accordance with the provisions hereof shall not limit remedies that may otherwise be available to any party in law or equity.
14.3 Upon the termination or expiration of this Contract, each party shall return, or procure the return of, all documents and materials (including any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information and erase all such information from its computer systems; provided, however, that this clause 14.3 shall not apply to any Deliverables; provided, further, that each party may retain copies of such information in accordance with the professional standards or bona fide internal document retention policies and procedures implemented to comply with legal, compliance and regulatory requirements and such party shall not be obligated to delete or erase any Confidential Information contained in an archival computer system backup that cannot be accessed by end users or expunged without considerable effort. Any information that is so retained shall continue to be subject to the confidentiality and limited use provisions contained herein.
15. General Terms
15.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 The relationship between the parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
15.3 This Contract is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in the Contract, express or implied, is intended to or shall confer upon any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Contract.
15.4 All matters arising out of or relating to this Contract, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
15.5 Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to the Contract, including all Purchase Orders, exhibits, schedules, attachments, and appendices attached to the Contract, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than in the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the courts of the State of New York sitting in New York, New York. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the courts of the State of New York sitting in New York, New York. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
15.6 A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
15.7 If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
15.8 The Supplier shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Contract without the prior written consent of the Customer. Any purported assignment or delegation in violation of this clause 15.8 shall be null and void. No assignment or delegation shall relieve the Supplier of any of its obligations hereunder. The Customer may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Contract without the Supplier’s prior written consent.
15.9 The rights and remedies under each Purchase Order and this Contract are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise. Notwithstanding the foregoing, the parties intend that, if the Customer terminates the Purchase Order in accordance with clause 14.1, the Supplier’s sole and exclusive remedy is the right to payment for the Goods received and accepted.
15.10 The Supplier shall use commercially reasonable best efforts to cooperate with the Customer and accommodate the Customer’s reasonable requests connected with the Customer’s securing of the regulatory approval of the Goods and/or Services by the relevant governmental authorities, which shall include, but not be limited to, the Supplier arranging and facilitating the inspection of the Supplier’s facilities (including its manufacturing facilities) by the relevant governmental authorities and providing access and information to such governmental authorities as may be reasonably requested.
15.11 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this clause 15.11.