Terms and Conditions of Sale
Version dated August 19, 2026
VISHAY PRECISION GROUP TERMS AND CONDITIONS OF SALE
THESE TERMS AND CONDITIONS OF SALE (THESE “TERMS”) GOVERN THE SALE OF ALL PRODUCTS, OFFERINGS AND SERVICES (“PRODUCTS”) BY VISHAY PRECISION GROUP, INC. AND/OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (EACH SHALL BE DEEMED A “SELLER”) AND APPLY NOTWITHSTANDING ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION (EACH, A “PURCHASE ORDER” OR “ORDER”) FROM ANY CUSTOMER (“BUYER”) OR OTHER THIRD PARTY. THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED, AMENDED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. NEITHER SELLER’S ACKNOWLEDGEMENT OF A PURCHASE ORDER NOR SELLER’S FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER OR SIMILAR ORDERING DOCUMENT SHALL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF THE PROVISIONS HEREOF. BY ISSUING A PURCHASE ORDER FOR PRODUCTS, USING THE PRODUCTS AND/OR PAYING FOR SUCH PRODUCTS, BUYER AGREES TO BE LEGALLY BOUND BY THESE TERMS.
1. ORDERS: Orders shall be initiated by Buyer issuing a Purchase Order or otherwise placing an order by electronic means in a form acceptable to Seller. Orders shall identify the Products, unit quantities, Product part numbers, descriptions, applicable prices, shelf life (where applicable), and requested delivery dates. Minimum requirements (including with respect to volume or price) may apply to any Order (in Seller’s sole discretion). All Orders are subject to written acceptance by Seller. After acceptance by Seller, no Orders for Products may be modified, cancelled or rescheduled without Seller’s prior written consent, in Seller’s sole discretion. Seller reserves the right to allocate sales of Products among its customers in its sole discretion. Products are not eligible for return unless expressly agreed to by Seller and properly rejected and returned in accordance with these Terms. Certain Products are not eligible for return under any circumstances, including, without limitation items include open packages, non-standard items, non-catalog or custom products and accessory items, including but not limited to hazardous materials accessories and items with limited shelf lives based on controlled environments.
2. PRICES: Prices shall be as specified by Seller and shall be applicable for the period specified in Seller’s quote. If no period is specified, prices shall be applicable for sixty (60) days. Prices shall be agreed to between the parties or as per Seller’s issuance of an order confirmation after receipt of a Purchase Order (each, an “Order Confirmation”). Prices are exclusive of taxes, duties, impositions and other charges, including: sales, use, excise, value added, tariffs, and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, consular fees, document fees and import duties (“Additional Fees”). Buyer shall be liable for and shall pay all Additional Fees applicable to the Products, and Buyer shall timely pay all invoices for Additional Fees to Seller in addition to the applicable Product prices in accordance with the payment terms herein and the applicable Purchase Order or Order Confirmation.
- NON-RECURRING ENGINEERING EXPENSES: Buyer shall pay all non-recurring engineering expenses (“NRE”) incurred by Seller for the development of Products as determined by Seller in its sole discretion. Unless otherwise agreed in writing, Seller shall invoice NRE, which shall be payable by Buyer on the terms set forth in Sections 4 and 5 (and any Order Confirmation or accepted Purchase Order, as applicable). If any Purchase Order or release is cancelled or terminated, in whole or in part, for any reason, Buyer shall remain liable for all unreimbursed NRE incurred by Seller promptly upon such cancellation or termination.
4. TERMS OF PAYMENT: Specific payment terms shall be set forth in the applicable Purchase Order entered into with Buyer or per Seller’s Order Confirmation of such Order. Buyer shall pay the entire amount of each invoice from Seller pursuant to the terms of each such invoice without the rights of set-off, offset or deduction. Orders are subject to credit approval by Seller. Seller may, in its sole discretion at any time, (a) change the terms of Buyer’s credit, require payment in cash, bank wire transfer or by official bank or money market check, (b) require advanced payment of any or all amounts due for Products purchased, and (c) cause any amounts applicable to Buyer’s Order to become due before shipment of any or all of the Products. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of 1.5 % per month or such lower rate as may be the maximum permitted by applicable law. If Buyer fails to make any payments when due, except for good faith disputes under Section 5, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for all costs of collection and reasonable attorneys’ fees. Seller may cancel or terminate any outstanding Orders if Buyer fails to timely satisfy its payment obligations hereunder.
5. INVOICE DISPUTES: Buyer shall notify Seller in writing of any good faith dispute with respect to any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the date of such invoice, and Buyer shall timely pay all undisputed portions of such invoice in accordance with the terms of the applicable Purchase Order and Order Confirmation. Buyer will be deemed to have waived all rights to dispute any invoice for which Seller does not receive timely notification of dispute and shall timely pay all amounts. The parties shall seek to resolve any invoicing disputes expeditiously and in good faith, and in any event within 30 days of the date on which Buyer notifies Seller of the dispute. Notwithstanding anything to the contrary, Buyer shall continue performing its obligations during any such dispute, including Buyer’s obligation to timely pay all due and undisputed invoice amounts.
6. NO SET-OFF: Buyer acknowledges and agrees that it may not set off or otherwise debit or credit against, deduct or recoup from any amounts invoiced, owed or that will become due to Seller, unless and only to the extent that Seller agrees in writing to such set-off or recoupment. Buyer shall not exercise any purported right to set-off, debit, credit, deduct or recoupment in connection with any disputed, contingent or unliquidated claim. In the event Buyer fails to comply with this Section 6 and without authorization or otherwise improperly sets-off, debits, credits, deducts or recoups from amounts due or to become due to Seller, Seller shall be entitled, in addition to all other rights and remedies available to it hereunder, at law, equity or otherwise, to suspend performance of its obligations under these Terms and any Purchase Order(s)until Buyer remits payment to Seller of such set-off or deducted amounts (including any applicable interest). Further, any amounts due or to become due to Seller shall not be otherwise reduced on account of any price reduction or compromise on receivables that Buyer may agree to with its customers, including, without limitation, in connection with any systems, assemblies, components, modules or other products, goods or services incorporating or otherwise utilizing Products.
7. DELIVERY AND TITLE: Delivery terms and charges shall be as set forth in pre-agreed Incoterms® 2020. If not specified in the applicable Purchase Order or Order Confirmation, delivery shall be Ex Works (EXW), Seller’s designated location. Subject to Seller’s right to stoppage in transit, delivery of the Products by Seller to the carrier shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer. Title to the Products shall not pass to Buyer until Buyer’s full satisfaction of its payment obligations for such Products in accordance with the applicable Purchase Order or Order Confirmation. Selection of the carrier and delivery route shall be made by Seller unless otherwise agreed by the parties in a Purchase Order or other writing. Seller shall use commercially reasonable efforts to initiate shipment and schedule delivery as close as possible to the delivery dates set forth in an accepted Purchase Order. Delivery dates are estimates only and are subject to change. Seller is not liable for any delays or failure to deliver on such dates. Seller reserves the right to make partial deliveries in installments. Delivery of a quantity, which varies from the quantity specified, shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered. Delay in delivery of any individual installments shall not entitle Buyer to cancel other installments or accepted Purchase Orders or otherwise make a claim for relief. Handling and documentation charges may apply where applicable. All Products to be shipped by air follow the most current IATA Dangerous Goods Regulations. If any shipment of Products is postponed or delayed by Buyer for any reason, including a Force Majeure Event, Seller may move Products to storage for the account of and at the sole risk and expense of Buyer and the Products will be deemed delivered on time.
8. ACCEPTANCE, INSPECTION AND RETURNS: Inspection and acceptance of the Products shall be Buyer’s sole responsibility. Buyer will be deemed to have accepted the Products unless written notice of rejection is received by Seller within ten (10) days after delivery of the Products. Buyer waives any right to reject Products or revoke any prior acceptance thereafter. Buyer shall report any discrepancy in shipment quantity, material defects or damage within ten (10) days after delivery. No return of Products shall be accepted by Seller without a Return Material Authorization (“RMA”) Number, which may be issued by Seller’s in its sole discretion. Returned Products must be in the original manufacturer’s shipping cartons, unopened, unused and complete with all packing materials. All Products authorized for return by Seller shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be materially defective, a complete and detailed description of the nature of the defect must be included with the returned Products. Products not eligible for return shall be returned to the Buyer, freight collect. Restocking fees may apply and Buyer shall be responsible for promptly paying such fees to Seller.
9. FORCE MAJEURE: Seller shall not be liable for any delay or failure to perform its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts of omissions of other parties, acts or omissions of civil or military authority, government action, order, regulation or priorities, changes in law, material or supply shortages, fire, strikes or labor disputes, floods, epidemics or pandemics, quarantine restrictions, riots, war, acts of terrorism, internet or telecommunication failures, embargoes, tariffs, delays in transportation or inability to obtain labor or materials through its regular sources (each, a “Force Majeure Event”). Seller’s time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any Order or remaining part thereof without penalty or liability by giving notice of such cancellation to Buyer.
10. LIMITATION OF LIABILITY: BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, RE-PROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, UNDER ANY THEORY OF LIABILITY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S MAXIMUM AGGREGATE LIABILITY ARISING IN CONNECTION WITH THESE TERMS AND ALL PURCHASE ORDERS AND BUYER’S MAXIMUM AGGREGATE RECOVERY FROM SELLER SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO SUCH LIABILITY HEREUNDER, IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
11. INDEMNIFICATION: Buyer shall indemnify, defend and hold Seller, its affiliates and their respective employees, agents, officers, directors, representatives, manufacturers, suppliers, successors and assigns harmless from any and all claims, suits, demands, actions, proceedings, losses, damages, liability, penalties, fines, costs and expenses (including without limitation reasonable attorneys’ fees) (“Losses”) based on, arising from or relating to (a) Buyer-provided materials or Seller’s compliance with Buyer’s designs, specifications or instructions, (b) modification of any Products, or use of the Products in combination with other products, by Buyer or any third parties other than Seller, (c) infringement or misappropriation of any third party intellectual property rights by Buyer or Buyer’s materials, (d) Buyer’s negligence, willful misconduct, breach of these Terms or the terms of a Purchase Order or use of the Products in any manner other than their intended purpose, and (e) Buyer’s sale or use of the Products as described in Section 12.
12. USE OF PRODUCTS IN LIFE SUPPORT, NUCLEAR AND CERTAIN OTHER APPLICATIONS: Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (a) Buyer acknowledges and agrees that such use or sale is at Buyer’s sole risk; and (b) Buyer agrees that Seller and the manufacture of the Products shall have no liability, in whole or in part, for any Losses or damage arising from such use.
13. EXPORT CONTROL: The sale, resale, distribution or other disposition of Products and any related components, technology, specifications or documentation are subject to the export control laws, regulations and orders of the United States, Israel, and other countries, as applicable, and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all applicable laws, rules, regulations and orders and further agrees that it shall not directly or indirectly export or import any Products to any country to which such export, import or transmission is restricted or prohibited. Buyer acknowledges and agrees that it is solely responsibility to obtain any license to export, re-export or import Products, as may be required.
14. PRODUCT SUPPORT: Seller may, at its discretion offer statements or advice, technical or otherwise in connection with Products in the ordinary course, such as of technical support or issue resolution, which may be provided as an accommodation to Buyer without charge. Seller shall have no responsibility or liability for the content or Buyer’s use of any technical support and related statements or advice provided free of charge. Any additional advisory or consulting services, including without limitation on-site services, visits or evaluations offered by Seller, shall be subject to additional fees and are not included in Product pricing. Such additional services must be agreed to by the parties in a separate Purchase Order, services agreement, work order or similar document.
15. INTELLECTUAL PROPERTY:
(a) “Intellectual Property Rights” means all worldwide,(i) patents, inventions, ideas, designs, models, sketches, drawings, diagrams; (ii) trademarks, service marks, logos, trade names; (iii) copyrights, moral rights, works of authorship, expressions, designs and design registrations, whether or not copyrightable; (iv) trade secrets, know-how, formulae, techniques and technical data, analytics, engineering, processes, plans, specifications, software, codes, data, work product; (v) design rights and all industrial and other intellectual property rights, interests and protections; (vi) any associated goodwill and all modifications, enhancements or derivations of any of the foregoing. If an Order includes software or other Seller IP, such software or other Intellectual Property Rights are provided by Seller to Buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other Intellectual Property Rights. Nothing herein shall be construed to assign, transfer, or grant any rights or license, to use any software or other intellectual property of Seller in any manner or for any purpose not expressly permitted by such license agreement.
(b) Seller IP. Buyer acknowledges and agrees that: (a) any and all Intellectual Property Rights (defined below) of Seller and in and to the Products or other deliverables, work product, documentation or materials provided by Seller, developed or acquired at any time (regardless of whether such Products are Custom Products (as defined below)) (“Seller IP”) are and at all times shall remain the sole and exclusive property of Seller or its licensors, as applicable; (b) Buyer shall not acquire any rights, title, license or interest in or to any Seller IP under these Terms, any Order or otherwise, or any other rights, except those expressly described in this Section 15; and (c) Buyer shall use Seller IP solely for business purposes of using the Products in accordance with these Terms and any instructions provided by Seller. Subject to Buyer’s full satisfaction of its payment obligations hereunder, Seller hereby grants to Buyer a limited, revocable, non-exclusive, non-transferrable license to use, sell and repair the Products and as required to otherwise incorporate the Products into Buyer’s goods and services in accordance with these Terms, the applicable Order and any other applicable documentation or instructions.
(c) Custom Products. To the extent Seller develops any customized Products, specifications, deliverables, work product, reports or other deliverables (“Custom Products”), Seller shall at all times retain sole and exclusive ownership of all right, title and interest in and to any Seller IP incorporated in such Custom Products. Subject to Buyer’s full satisfaction of its payment obligations applicable to such Custom Products (including without limitation NRE Charges), Seller hereby grants Buyer all right, title and interest in and to such Custom Products, excluding any Seller IP therein for which the license in Section 15(b) shall apply.
16. WARRANTIES:
(a) Limited Product Warranty. Seller warrants its Product(s) against material defects under normal and proper use and proper maintenance in accordance with these Terms all applicable documentation and instructions for one year (unless a different warranty period is mutually agreed in the applicable Purchase Order or similar ordering document) (the “Warranty Period”), unless otherwise specified by Seller in the applicable Purchase Order. The warranty will not apply to defects or damage resulting from improper or inadequate maintenance by Buyer, unauthorized modification or misuse of Product(s), operation outside of the environmental specification for the Product(s), improper site preparation and maintenance, or defects caused by damages in transit. During the Warranty Period, Seller will, at its option, either repair or replace any Product(s) that prove to be defective. Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for Seller’s breach of warranty hereunder is limited to such repair or replacement and will be conditioned upon Seller receiving written notice of alleged defect no later than ten days after its discovery within the warranty period and, at Seller’s option, the return of such Product(s). Seller reserves the right to satisfy its warranty obligation in full by reimbursing Buyer for all payments made towards the purchase price upon return of the Product(s). Shipping damage incurred at the time of requested return as a result of inadequate packaging is Buyer’s responsibility.
(b) Buyer Warranties. Buyer warrants to Seller that (i) it has all necessary rights, permissions and authorizations to enter into this Agreement and provide any Buyer Intellectual Property Rights or other Buyer-provided materials to Seller hereunder, and (ii) all Buyer Intellectual Property Rights and Buyer-provided materials shall comply with applicable laws and shall not infringe or misappropriate the intellectual property or privacy rights of a third party.
(c) DISCLAIMER. THE LIMITED WARRANTY SET FORTH IN SECTION 16(a) IS SELLER’S SOLE AND EXCLUSIVE WARRANTY RELATING TO THE PRODUCTS AND THESE TERMS AND ARE IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WITH REGARD TO THE PRODUCTS, ANY COMPONENTS, THESE TERMS AND ANY PURCHASE ORDER.
17. GOVERNING LAW; VENUE: These Terms and all disputes arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of law principles. All actions relating to these Terms shall be brought in the state and federal courts located in New York, New York and the parties hereby submit to the exclusive jurisdiction thereof. The United Nations Convention for the International Sale of Goods shall not apply.
18. ARBITRATION: If the parties are unable to resolve a dispute under these Terms and Conditions by informal means such as good faith discussions, Buyer and Seller hereby agree that such dispute shall be resolved through binding commercial arbitration at a mutually agreed location before a mutually agreed arbitration authority. In the event Buyer and Seller cannot agree on such location and arbitration authority, such arbitration shall be held in New York, New York under the rules of the American Arbitration Association currently in effect. Any proceeding to enforce this arbitration agreement must be brought in any court of competent jurisdiction in the State of New York. The prevailing party shall be entitled to reimbursement for all reasonable legal fees associated with such proceeding.
19. VPG POLICIES: Buyer acknowledges that it shall comply with Seller’s policies under its Global Code of Business Conduct (Global-Code-of-Business-Conduct_2024_041425-1dbd22.pdf) and Human Rights Policy (Human Rights Policy) , in each case as amended or modified from time to time by Seller in its sole discretion. Any failure by Buyer to comply with Seller’s policies shall be deemed a breach of these Terms for which Seller may cancel, terminate or suspend performance of any Purchase Orders.
20. ASSIGNMENT: No rights, duties, agreements or obligations hereunder may be assigned or transferred by Buyer, by operation of law, merger or otherwise, without the prior written consent of the Seller. Seller may freely assign or subcontract any of its rights or obligations under these Terms or a Purchase Order. Any attempted or purported assignment shall be void. These Terms, including the obligations, rights and conditions hereof, shall inure to and be binding upon a party’s respective successors and assigns.
21. CONFIDENTIAL INFORMATION:
(a) Buyer acknowledges and agrees to hold in strict confidence and protect from unauthorized access or disclosure (using at least reasonable care), all non-public, confidential or proprietary information of Seller, including, without limitation, trade secrets, know-how, inventions, idea, Intellectual Property Rights, formulae, specifications, work product, materials, samples, patterns, designs, plans, drawings, documentation, data, hardware, software, object or source code, compositions, processes and methods, business operations, customer, employee and supplier lists and information, pricing, discounts or rebates, financial, business and marketing plans and information, and any other information that should reasonably be deemed confidential given the nature of Seller’s business, in whatever form or medium and whether or not marked, designated or otherwise identified or labeled as “confidential” (“Confidential Information”) disclosed or otherwise made available by Seller or on behalf of Seller to Buyer in connection with these Terms, a Purchase Order or the Products, or accessed or learned in any manner by Buyer. Confidential Information also includes any notes, representations, compilations, analyses and summaries of the foregoing. Confidential Information does not include information that is, as evidenced by written record: (i) in the public domain; (ii) known to Buyer at the time of disclosure; (iii) rightfully obtained by Buyer on a non-confidential basis from a third party; or (iv) independently developed by Buyer without reference to Confidential Information.
(b) Buyer shall use Confidential Information solely for the purpose of performing its obligations under these Terms and each Purchase Order and using the Products as permitted, and shall not otherwise use copy or disclose to any third party Confidential Information unless authorized in advance by Seller in writing. Buyer shall restrict access to and limit disclosure of Seller’s Confidential Information to only those of Buyer’s employees, agents, representatives, consultants and advisors (“Representatives”) with a need to know such Confidential Information to perform Buyer’s obligations under these Terms, provided that such Representatives have been instructed and are bound in writing by confidentiality obligations at least as restrictive as those herein. Buyer shall at all times remain fully liable to Seller for any breach of these Terms by its Representatives.
(c) Upon Seller’s request or completion or termination of the applicable Purchase Order(s) Buyer shall promptly return or securely destroy (with written certification thereof) (at Seller’s direction) all Confidential Information and any copies, notes, documents, compositions, summaries or embodiments thereof and any other materials received from Seller
(d) Buyer acknowledges that a breach or threatened breach of this Section 21 may cause irreparable harm for which monetary damages may be inadequate. Therefore, Buyer agrees that Seller shall be entitled to seek equitable relief for any violation or threatened violation of this Section 21 without posting bond or security.
(e) Nothing in this section shall prevent Buyer from disclosing Seller’s Confidential Information to the extent required by applicable law or a valid order issued by a court or government agency of competent jurisdiction, provided that Buyer provides Seller with prompt written notice of such legal requirement so as to permit Seller to seek an appropriate protective order and Buyer shall reasonably cooperate with Seller in seeking such protective order (to the extent legally permissible). Buyer will disclose only that portion of the Confidential Information that Buyer is legally required to disclose, as advised by competent legal counsel, and will make reasonable efforts to obtain reliable assurances that confidential treatment will be accorded for such Confidential Information. For the avoidance of doubt, this Section 21 shall survive any expiration or termination of these Terms or applicable Purchase Order(s) issued in connection herewith.
22. GENERAL: As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. The waiver of any provision or portion thereof, shall not be deemed a waiver of any other provision of these Terms. Any delay or failure of a party to enforce any rights or remedies hereunder including with respect to any breach or default of these Terms by the other party shall not be deemed a waiver of such rights or remedies by such party. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall be unenforceable to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. Any Purchase Order or Order Confirmation may be executed, acknowledged or accepted in counterparts (including electronically) which together with these Terms shall be considered one original instrument.
23. ELECTRONIC SIGNATURE TERMS: By submitting an Order for Products or Services, as applicable, Buyer consents to do business and receive all communications, receipts and notices from Seller in connection with this Agreement electronically. Seller may send communications and notices to Buyer in paper form because it is legally required to do so or because Seller determines in its sole discretion that Buyer should receive the communication or notice in paper rather than electronic form. Seller shall not be obligated to provide any communication or notice to Buyer in paper form, unless Buyer specifically requests Seller to do so. Buyer consents to completing an Order Confirmation electronically via a handheld device, or some other device allowing for such electronic completion, presented by a representative for Seller. Seller may send a copy of the Order Confirmation to Buyer at the email address provided by Buyer. If Buyer gives Seller an incorrect email address or fails to update or correct Buyer’s email address, an electronic communication or notice will be deemed provided to Buyer if Seller uses the email address in Seller’s records for the electronic communication or notice. Buyer is advised to retain a copy of this Agreement, the Order Confirmation and all electronic communications and notices as they may not be accessible online or in paper form at a later date.