Applicability.

These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of goods (“Goods”) by Segundo Aviation, LLC d/b/a CRS Jet Spares (“Seller”) to any purchaser of Goods (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. These Terms also apply to the provision of Goods by Seller in connection with Buyer submitted products for exchange (“Core”).

Any quotation issued by Seller (the “Quote”) or Seller’s acknowledgement of a Buyer’s purchase order (the “Order Confirmation”), and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the parties. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute agreement to any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. SELLER’S ACCEPTANCE OF ANY ORDER ISSUED BY BUYER IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO ANY TERMS CONTAINED HEREIN THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED IN SUCH ORDER. Further, these Terms shall be deemed notice of objection to such terms and conditions of Buyer. If these Terms are construed as an offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS CONTAINED HEREIN. In any event, Buyer’s acceptance of any Goods shall manifest Buyer’s assent to these Terms. No addition to or modification of these Terms will be effective unless agreed to by Seller in writing.

References to the Goods include, without limitation, their packaging, to the extent it is provided by Seller.
Delivery of Goods by Seller

The Goods will be delivered within a reasonable time after the date of this Agreement. Seller shall not be liable for any delays, loss, or damage in transit.

Subject to Section ‎17, Seller shall deliver the Goods to the address set forth in the applicable Quote or Order Confirmation that is Accepted by the Seller, (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods, at the sole cost of the Buyer. Buyer shall take delivery of the Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point and will unload and release all transportation equipment promptly, so Seller incurs no demurrage or other expense.

Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) the risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses, including, without limitation, storage, and insurance.

Non-Delivery.

The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within seven (7) days of the date when the Goods would in the ordinary course of events have been received.

Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice with respect to such Goods to reflect the actual quantity delivered.
Buyer acknowledges and agrees that the remedies set forth in Section ‎3 are Buyer’s exclusive remedies for any non-delivery of Goods.

Shipping Terms. Delivery of the Goods shall be made FOB Seller’s warehouse. The Seller may, at the Buyer’s sole cost, offer insurance for the shipment of Goods upon the Buyer’s written request.

Allocation. if shortages occur in Seller’s supply of the Goods for any reason, Seller may, without obligation to obtain similar Goods from other sources, allocate its available supply among its customers in a manner and amount that in Seller’s sole discretion is fair and reasonable. Seller may deduct the quantity not shipped because of this allocation from the quantity Buyer is obligated to purchase under this Agreement, a purchase order of Buyer, or a Quote, without liability or penalty.
Title and Risk of Loss. Both legal and equitable title to each Good sold hereunder will remain in Seller until Buyer has paid the Full Outright Price (as defined below) of each shipment of the Goods. As a collateral security for the payment of the Full Outright Price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, including all component parts added by modification or repair, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing, and all proceeds from the sale thereof, until full payment is received. Buyer agrees to sign upon request any documents necessary to perfect Seller’s security interest. All risk of loss will pass to Buyer upon delivery by Seller of the Goods to the carrier.

Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Inspection and Rejection of Nonconforming Goods.

Buyer shall inspect the Goods within five (5) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) Good shipped is different than the one identified in Buyer’s purchase order or a Quote; or (ii) Good’s label or packaging incorrectly identifies its contents.

If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Full Outright Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship all the Nonconforming Goods to Seller’s facility located at CRS Jet Spares Headquarters at 6701 NW 12th Ave., Fort Lauderdale, Florida 33309 (the “Return Point”), and bear the risk of loss until such Nonconforming Good is received at the Return Point by Seller. If Seller exercises its option to replace Nonconforming Goods, Seller shall, within 30 days after receiving Buyer’s shipment of Nonconforming Goods, ship the replacement Goods to Buyer’s facility, at Buyer’s expense and risk of loss. Any Goods returned for credit or refund will not be accepted without contacting sales staff for a return authorization number. All sales are deemed final thirty (30) days from date of an Acceptance. If a Good is returned (except in case of the Nonconforming Goods), such Goods should be in the original packaging and not opened. All the return of Goods are subject to a twenty percent (20%) restocking charge of the total the Good’s Full Outright Price. Additionally, all the Goods returned to Seller that are not in the original sealed packaging or have been used to troubleshoot, are subject to additional charges, or the Full Outright Price at Seller’s sole discretion.
Buyer acknowledges and agrees that the remedies set forth in ‎8(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section ‎8(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

Full Outright Price.

Buyer shall purchase the Goods from Seller at the prices (the “Full Outright Price”) set forth on either a purchase order from Buyer which has been accepted by Seller, or the Order Confirmation as applicable (the “Acceptance”). Full Outright Prices for Goods specified in any Quote are valid for the period specified in the Quote. If no time period is specified in the Quote, the Full Outright Prices are valid for 30 days from date of quotation.

All Full Outright Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personal or real property, or other assets.

Seller may reject any order from Buyer for any reason, including need to allocate Goods or Buyer’s creditworthiness. Any terms included in an order from Buyer which are different than the applicable Quote, Order Confirmation, and these Terms are rejected. After the order is accepted, Seller may revoke its Acceptance if credit approval is denied or if Seller notifies Buyer that Seller requires a letter of credit for the order, and a letter of credit acceptable to Seller is not received 30 days prior to the scheduled ship date specified by Seller.

Payment Terms.

Buyer shall pay all amounts due to Seller within thirty (30) days from the date of Seller’s invoice. Buyer shall make all payments hereunder by wire transfer or check and in US dollars.

Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly (the “Interest Payment”). Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods, and stop Goods in transit, if Buyer fails to pay any amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.

Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

Additional Provisions Applicable to Core. In addition to all the Terms set forth herein, the following terms and conditions shall also apply to the Core:

The Cores will be delivered to the location of Seller’s choice as it has been communicated to the Buyer by a Quote or otherwise, within fifteen (15) days after Seller’s Acceptance, for Buyers that reside in the United States, and twenty-one (21) days for international Buyers, (each a “Delivery Timeframe”), subject to availability of Goods which are being purchased by Buyer. Seller shall not be liable for any delays, loss, or damage in transit. Notwithstanding anything in this Agreement to the contrary, Seller may require the receipt of Core prior to shipping any Goods.

Any Cores received by Seller which have a different part number, manufacturer, are in service failure (the “Unlike Core”), underwent excessive repair charges (the “Over and Above Repair Core”), or found to be beyond economic repair (the “BER Core,” with Unlike Core and Over and Beyond Repair Code, the “Defective Core”) will be subject to Seller’s explicit acceptance as communicated to the Buyer by the Seller in writing after the receipt of such Defective Core by the Seller. Additionally, the acceptance of Defective Cores may be subject to additional charges at the Seller’s sole discretion, which will be communicated to Buyer in writing. If the Seller does not accept a Defective Core after its examining it, the Buyer is responsible for the cost of packaging and shipping of such Defective Core to the Buyer. In such cases, the Buyer shall be responsible for the full payment of the Full Outright Price of Goods shipped to the Buyer as described in more details in subsection ‎(e) and ‎(f) herein. Notwithstanding anywhere herein to the contrary, the price of Over and Above Repair Core will be invoiced to Buyer in full, payment due upon receipt of the Over and Above Repair Core by the Buyer.

The risk of loss and title to the Cores shall be born by the Buyer until received by the Seller at the Return Point.
To ensure proper tracking and return of the Core, Buyer shall complete and return the Core tag that will be provided and shipped to Buyer, with all pertinent information.

The value of the Core, as shown by Seller pursuant to an Acceptance, may be counted toward the Full Outright Price of the Goods purchased by Buyer (the “Core Value”), subject to the timely return of the Core to the Seller. The Core Value shall be deducted from the Full Outright Price of Good and Buyer is responsible for payment of such difference (the “Partial Purchase Price”), as provided in Section ‎10 ‎(a).

If Buyer only pays the Partial Purchase Price and the Core is not received by the Seller within the Delivery Timeframe under Section ‎11(a), then the Interest Payment shall apply to the Core Value. The Interest Payment shall apply to the total Full Outright Price of Goods where no Core is received by the Seller and no Partial Purchase Price is paid for such Good. . In the event that a Core is received by the Seller, but the Partial Purchase Price is not received by Seller, the Interest Payment shall accrue on the amount of the Partial Purchase Price. The Interest Payment shall start accruing from the first day after the end of a Delivery Timeframe for any late delivery or non-delivery of Core.

Seller Warranty.

Seller warrants that the Goods that are subject to this Agreement shall be delivered free of any security interest or other liens or encumbrances. The use of any sample or model during the negotiations leading to this Agreement is solely for the purpose of illustrating the type of Goods that will be provided to the Buyer. These samples or models do not establish a warranty that the Goods will match the samples or models.

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION ‎12(a), ALL GOODS ARE PROVIDED “AS IS” AND SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Extended Warranty. This Agreement does not include an “extended warranty” service agreement. However, the Seller may offer the Buyer an “extended warranty” service agreement for the maintenance and repair of Goods after any warranties which are available from the manufacturer have expired if such “extended warranty” is purchased prior to the expiration of the manufacturer’s warranty.

Manufacturer’s Warranty and Disclaimers.

Seller does not manufacture or control any of the Goods offered on its site. The availability of Goods through our warehouses does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, Seller does not provide any warranties with respect to the Goods. Buyer should contact the manufacturer of Goods for the specifics of such warranty, if any, and any other limitations on Buyer’s rights with respect to warranty for the Goods. Certification by Seller by separate writing as to compliance with specifications, blueprints, part numbers, quantity, test or otherwise will not create any warranty by or other obligation of Seller.

BUYER AFFIRMS THAT SELLER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS.

Limitation of Liability.

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY GOODS PROVIDED BY SELLER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE APPLICABLE GOODS.

Goods Not for Resale or Export. Buyer represents and warrants that it is buying Goods for its own use only and not for resale or export.

Cancellation, Rescheduling and other Charges.

Cancellation. All cancellations after an Acceptance by Seller are subject to twenty percent (20%) of restocking charge of the total order Full Outright Price.

Payment Terms. All cancellation fees referenced in this Section ‎15 will be invoiced by Seller and due ten (10) days from date of invoice.


Compliance with Law.

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with the applicable export and trade laws of any country having jurisdiction over the Goods or parties, including, without limitation, the Foreign Trade Regulations (15 C.F.R. Part 30), the Export Administration Regulations (15 C.F.R. Parts 730-774), U.S. Customs and Border Protection regulations (19 C.F.R. Chapter 1), the U.S. Treasury Office of Foreign Assets Control (“OFAC”) or any other governmental entity imposing economics and trade embargoes against SDN List (as defined below), and any U.S. government list of parties with whom companies are prohibited from transacting business, any sanctions enforced by the U.S. government, and the requirements specified by any unit of foreign governmental authority. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or penalties on the Goods.

Buyer represents that it is not (a) directly or indirectly owned or controlled by any Person currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the OFAC or other similar list maintained by any Governmental Entity (collectively, “SDN List”), or (b) directly or indirectly owned or controlled by any Person who is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Governmental Entity.

Buyer shall promptly notify Seller it becomes directly or indirectly owned or controlled by any Person (a) included on the then-current SDN List, or (b) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Governmental Entity.

Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate any order or suspend delivery under any order, if Buyer: (a) fails to pay any amount when due under any contracts or orders with Seller; (b) has not otherwise performed or complied with any of these Terms, in whole or in part under any order; or (c) has not received the returned or exchanged Good under any order; or (d) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

Governmental Authorizations. If the destination of any shipment made by Seller hereunder is outside of the United States, Seller will be responsible for the application, in its own name, for any required U.S.A. export license and Buyer will be responsible for timely obtaining and maintaining any required import license, exchange permit or any other governmental authorization required for the import of the Goods, and the remittance of payments to Seller. Seller and Buyer will each provide reasonable assistance to the other party in obtaining such export and import licenses. Seller will not be liable if authorization of any government is delayed, revoked, restricted, or not renewed.

Force Majeure. Seller shall not be liable for any loss or damage of any nature whatsoever incurred or suffered as a result of any failures or delays in performance due to any cause or circumstance beyond its control, including but not limited to any failures or delays in performance caused by any strikes, lockouts, labor disputes, fires, natural disasters, epidemics, pandemics, compliance with governmental laws, regulations, or with the orders or policies of any government authority, delays in transit or delivery on the part of transportation companies, or failures of source materials, including Full Outright Price increases of such source materials that affect Seller’s ability to perform. In such event, Seller may, at Seller’s option, be excused from performance or allocate deliveries as Seller, in its sole discretion, deems appropriate. Without limiting the generality of the foregoing, Seller may without liability suspend or terminate (in whole or in part) its obligations under any purchase order from Buyer or a Quote if Seller’s ability to supply, deliver, or acquire materials to produce the Goods by Seller’s normal means is materially impaired.

Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Florida, in each case located in the City of Fort Lauderdale, and County of Broward, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Waiver of Jury Trials and Binding Arbitration.

BUYER AND SELLER AGREE TO GIVE UP THE RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF GOODS OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. OTHER RIGHTS THAT YOU MAY HAVE IF YOU WENT TO COURT MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”) including, if appropriate, the International Commercial Arbitration Supplementary Procedures.

The arbitrator has exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator is empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) is final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision is severed, and the remaining arbitration terms will be enforced.

Notices. Notices to be given by either party under these Terms shall be in writing and shall be deemed made or given when personally delivered or mailed by certified mail, or express delivery to the last known address of the other party.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Warranty, Limitation of Liability, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.