Suppliers


Introduction

Welcome to the ThermoGenesis supplier portal for ThermoGenesis suppliers, business partners and vendors and the internal ThermoGenesis Community.  The supplier portal supports business partner collaboration by providing the information relevant to our relationships and partnerships.  Please contact the ThermoGenesis Procurement Department with any questions or concerns regarding this web page.
 

Supplier Performance Expectation

  1. On-time delivery is no greater than 0 days late, and 3 days early from the Due Date on the Order
  2. All products are shipped with appropriate documentation and part markings
  3. Lead times decrease over time
 

Cost Performance Expectation

  1. Costs decrease over time
  2. Costs are better than the competition
  3. Quotations include a breakdown of all costs
 

Responsiveness Expectation

  1. Exhibits professionalism in all encounters
  2. Responds to requests with in 24 hours; responds to urgent requests in 2 hours
  3. Responds pro-actively to program improvements and opportunities
  4. Responsive to improvements in products and services
 

Quality

  1. Meets the quality expectations as defined in the Agreement
  2. Provides corrective action response to all material failures
  3. Maintains quality data and provides upon request
 
 

Purchase Order Terms and Conditions

1. Entire Agreement.
1.1. The terms and conditions set forth below together with those provisions appearing on the face of the order to which these terms and conditions are attached or incorporated by reference (collectively, the “Order”) constitute the complete and exclusive agreement and understanding between ThermoGenesis Corp. and the party identified in the “Vendor” box on the face of this Order, referred to as “Seller”.  All reference in this Order to “TG” shall mean ThermoGenesis Corp.  This Order supersedes any and all other previous agreements, arrangements and/or understandings (whether written or oral) between the parties with regard to the subject matter of the Order.  Neither party has any right of action against the other in respect of any untrue statement (written or oral) made to it in respect of this Order, except a fraudulent misrepresentation.
 
1.2. Acceptance and Modification. This order can be accepted only upon the provisions expressed herein.  Seller’s additional or different terms and conditions will not apply.  Seller may accept this Order by acknowledging or confirming it, commencing performance or by other means with the intent to be bound.  No modification of this Order shall be binding on either party unless in writing and signed by an authorized representative of each party.
 
1.3. Electronic Purchase Orders. The Parties herby agree that they may do business electronically, including incorporation of these terms and conditions to any purchase order placed by referencing the web site designation where such terms and conditions are posted, contract formation, order placement and acceptance. Any orders placed by TG will create fully enforceable obligations on the Supplier that will be subject to the terms hereof.  Such orders and acceptances will be deemed for all purposes to be 1) business records originated and maintained in documentary form, 2) a “writing” or “in writing”, 3) ”signed” and 4) an “original” when printed from electronic files or records established and maintained in the normal course of business.  The Parties further agree not to contest the validity or enforceability of such transactions under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby and will be admissible if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings to the extent and under the same conditions as other business records originated and maintained in documentary form.

 
2. Prices and Invoices.
2.1. Price.  Seller shall sell to TG the “Goods” and/or “Services” shown on the face of the Order at the prices specified. Except as otherwise provided in the Order, such prices are exclusive of applicable freight charges and duties.  Seller warrants that such prices are not in excess of the lowest prices charged by Seller to other similarly situated customers for similar quantities of Good or Services of like kind and quality.
 
2.2. Taxes. TG shall be responsible for all taxes with respect to payments made under this Order, including Value Added Tax where Seller is entitled to charge same, except for taxes measured by Seller’s net income or assets, business and occupation taxes, and legally required withholding taxes.  Where applicable, Seller shall invoice TG for such taxes, in a form and with such details as to allow TG to recover these taxes as appropriate.  TG shall include such taxes with payment or provide Seller with the appropriate documentation to support exception from such tax.

2.3. Payment. Payment for Goods and/or Services by TG shall be due thirty (30) days after the later of receipt of TG of a (i) proper, correct and appropriate invoice from Seller or (ii) the corresponding Goods and/or Services, subject always to clause 12.4.

 
3. Shipment and Delivery.
3.1. Delivery and Term.  Seller shall comply strictly with any delivery date specified by TG (the “Due Date” for the receipt of Goods or provision of Services.  The period for which Seller is obligated to deliver the Services (the “Term”) shall be set out on the Order and the Order shall automatically terminate on expiry of the Term.  For the avoidance of doubt, TG hereby gives notice to the Seller of the termination date of the Term.  TG shall not be liable for any charges or fees beyond the Term, howsoever arising.  In the event that the Term or a termination date is not agreed, TG shall be entitled to terminate this Order on no less than ten (10) days written notice.
 
3.2. Prospective Failure.  Seller shall give TG notice of any prospective failure to comply with a Due Date.
3.3. Portion of Goods Available.  If only a portion of Goods is available for shipment to meet the Due Date, Seller shall promptly notify TG and ship the available Goods unless directed by TG to reschedule shipment.  If Seller ships Goods by a method other than as specified in this Order, Seller shall pay any resulting increase in the cost of freight incurred over that which would have been incurred had Seller complied with TG’s shipping instructions.
 
3.4. Portion of Services Performed.  If only a portion of the Services can be performed on the Due Date, Seller shall promptly notify TG and perform such Services unless directed by TG to reschedule performance.
3.5. Shipment Failure. If, due to Seller’s failure to ship Goods in a timely manner, the specified method of transportation does not permit Seller to meet the Due Date, the Goods affected shall be shipped by air transportation or other expedient means acceptable to TG. Seller shall pay for any resulting increase in the cost of freight incurred over that which would have been incurred has Seller shipped Goods in a timely fashion by the method of transportation specified by TG.
 
3.6. Early Delivery.  If Goods are delivered more than three (3) work days prior to the Due Date, TG may either return Goods or delay processing the corresponding invoice until the Due Date.
 
3.7. Over Shipment. If Seller makes any shipment that is in excess of the quantity specified in the Order, TG may return excess Goods.
 
3.8. Cost and Expenses. Seller shall be responsible for all costs and expenses, including transportation charges, associated with return of over shipments and/or early shipments by TG to Seller.
 
3.9. Shipment Terms.  Unless otherwise specified in this Order, shipments of Goods shall be FCA Seller’s place of shipment/export Incoterms  2000.  Title and risk of loss or damage shall pass from Seller to TG upon Seller’s delivery of Goods to the carrier specified by TG.  Seller will bear all expenses related to packing, loading and delivery of Goods to the designated carrier, and loading of Goods onto carrier’s conveyance.
 
3.10. Protection of Goods.  Seller shall preserve, package, handle and pack Goods so as to protect Goods from loss or damage, in conformance with good commercial practice, TG specifications, government regulations, and other applicable requirements.  Regardless of when title and/or risk of loss passes from Seller to TG.  Seller shall be responsible for any loss or damage due to its failure to properly preserve, package, handle or pack Goods.  TG shall not be required to assert any claims for such loss or damage against the carrier involved. 
 
3.11. Packing List.  Each delivery of Goods to TG shall include a packing list that contains at least: (i) the order number; (ii) the TG part number; (iii) the quantity shipped; and (iv) the date of shipment.  The information on the packing list must agree with the information on the commercial invoice.

 
4. Changes.
4.1. Change or Cancellation.  TG may, without charge, change, terminate or cancel this entire Order or any portion hereof including, without limitation, any quantities required, provided TG gives Seller: (i) sixty (60) calendar days notice prior to the Due Date for customized or bespoke Goods (i.e. those supplied exclusively in accordance with TG’s designs or specifications (“Customized Goods”) and/or (ii) thirty (30) calendar days notice prior to the Due Date for standard Goods (i.e. other than Customized Goods; and/or thirty (30) calendar days notice for Services.
 
4.2. Actual Costs. Other than as provided in Clause 4.3, if TG changes or cancels this Order (including any portion hereof) within the time periods specified in Clause 4.1, TG shall only be liable for actual costs incurred by Seller as a direct result of such change or cancellation which are not recoverable by either (i) the shipment of Goods or provision of Services affect to other parties within a reasonable time; or (ii) the exercise by Seller, in a commercially reasonable manner, of other mitigation measures.
 
4.3. Change of Designs or Specifications. TG may, effective upon notice to Seller, change TG’s designs or specifications at any time prior to shipment of corresponding Goods or receipt of corresponding Services.  If any such change directly affects the prices or delivery schedules of Goods or Services, a reasonable adjustment for any directly related increased costs of Seller shall be made, provided that Seller makes and TG accepts a written claim for an adjustment prior to shipment of Goods or provision of Services.  If the parties are unable to agree upon the amount of the adjustment, TG may, without liability to Seller, terminate this Order as to all Goods and/or Services affected.
 
4.4. No Process or Design Changes. Seller shall not, without the prior written consent of TG, make any process or design changes affecting Goods.
4.5. Forecast and Minimum Volume.  Any forecasts provided by TG are only an accommodation to Seller, and shall not constitute a commitment of any type. Nothing in this Agreement shall be construed or interpreted as placing a “minimum volume” or an “all reasonable efforts” obligation upon TG with respect to the purchase of Goods or Services or , save for Clause 2, place any obligation to pay any minimum fees or charges.

 
5. Quality and Warranty.
5.1. Quality Control. Seller shall maintain an object quality program for all Goods and/or Services in accordance with any general specification set forth in this Order or otherwise supplied by TG.  Seller shall, upon TG’s request, provide TG a copy of Seller’s quality program and supporting test documentation.
 
5.2. Warranties. Seller warrants that all Goods and/or Services (i) shall conform strictly to the design criteria, specifications (including, but not limited to design specifications) descriptions, drawings, samples and other requirements referred to in this Order and/or in accordance with documentation or literature or material generally available or provided by Seller (collectively, the “Specifications”); (ii) shall, in the event that no Specification is available Goods, may be used for the purpose for which they are intended to be used, (iii) shall be free from defect in design, material, and workmanship; (iv) shall be free of all encumbrances, and other claims against title; (v) do not infringe any patent, trademark, copyright or other intellectual property right of a third party (vi) are new and do not contain any used or reconditioned parts or materials; and (vii) all Services will be performed in a professional manner consistent with the prevailing standards of care and skill.
 
5.3. Survival of Warranties. All warranties specified in Clause 5.2 shall (i) survive any inspection, delivery, acceptance or payment by TG; (ii) be in effect longer of Seller’s normal warranty period or the one (1)  year period following the date of acceptance of Goods and/or Services by TG and (iii) be a benefit of TG and its affiliates, subsidiaries, successors, assignees and customers.
 
5.4. Epidemic Failure Warranty. In addition to the warranties specified above, Seller warrants all Goods against Epidemic Failure for a period of three (3) years after acceptance of those Goods by TG.  “Epidemic Failure” means the occurrence of the same failure, defect, or non-conformity with an Order in 2% of the Goods within any three (3) month period.
 
5.5. TG’s Right to Inspect.  TG has the right to inspect and audit, at Seller’s plant or at Seller’s vendor’s or subcontractor’s plant, the Goods and associated manufacturing processes.  TG’s inspection and quality audit may be made at any time for any reason reasonably related to the Order or relationship with Seller, including to assure Seller’s compliance with TG and FDA quality requirements.  Seller will inform its vendors and subcontractors of TG’s right to inspect and audit and, if necessary, use all reasonable efforts to secure such rights for TG.

 
6. Non-Complying Goods and/or Services.
6.1. Non-Compliance.  If any Goods or Services are defective or otherwise not in conformity with the requirements of an Order (“Non-Complying Goods” or “Non-Complying Services”), respectively, TG may, without prejudice to its other remedies in law, at its election (i) return the Non-Complying Goods for repair or replacement at Seller’s expense; (ii) repair the Non-Complying Goods and recover TG’s reasonable expenses of repair; or (iii) require Seller to perform the Services at Seller’s expense or refund the amount paid for such Services.  Any Goods or Services repaired or furnished in replacement condition from the date of delivery of such corrected or replaced Goods or Services, shall be subject to the provision of Clause 5 for the same period and to the extent as Goods and Services initially furnished pursuant to this Order.  Payment by TG will not constitute acceptance of Goods and/or Services, or TG’s right to inspect Goods and/or Services or invoke any of its remedies.
6.2. Time for Compliance. If TG selects the alternative described in paragraph 6.1 (i), Seller shall return the repaired Goods or replacements no later than five (5) work days after receipt of the Non-Complying Goods from TG, or work with TG to agree to a replacement schedule that requires Seller to use all necessary commercial efforts to complete the replacement as soon as practicable after the five (5) work day requirement.  If TG selects the alternative describe in paragraph 6.1(iii), Seller shall perform the Services within five (5) work days after notice from TG that Services are defective or not in conformity with the requirement of this Order, with a cure period specified in Clause 11.1 shall apply only once to any breach of this Clause 6.2.
 
6.3. Return Charges. All Non-Complying Goods returned by TG to Seller, and all replacement or repaired Goods shipped by Seller to TG to replace Non-Complying Goods, will be at Seller’s risk and expense, including transportation charges (round trip charges for replacement or repaired Goods).
6.4. Failure to Provide Complying Goods.  If Seller fails to return repaired or replaced Goods to TG within five (5) work days of receipt of Non-Complying Goods, TG may reject the Non-Complying Goods with a full refund of all costs paid by TG.  If TG rejects the Non-Complying Goods, TG may procure upon terms and in such a manner as TG deems appropriate similar Goods in substitution for the Non-Complying Goods. Seller shall reimburse TG upon delivery for all additional costs incurred by TG in the purchase of any such substitute Goods.
 
6.5. Failure to Re-Perform Services. If Seller fails to re-perform the Services within five (5) work days after notice from TG, TG may procure upon such notice and in such a manner as TG deems appropriate, Services in substitution for the Non-Complying Services.  Seller shall reimburse TG upon demand any additional costs incurred by TG in purchasing any such substitute Services.
 
6.6. Epidemic Failure Remedy.  If an Epidemic Failure occurs, TG may in its sole discretion initiate a recall of all affected Goods or require Seller to remedy Epidemic Failure.  Upon such initiation, TG may elect to have the Goods (i) returned to Seller for repair or replacement; (ii) repaired or replaced by Seller in the field; or (iii) repaired or replace by TG in the field, including Goods in distributor’s inventory and TG’s installed base.  If TG chooses to perform the repair, Seller will provide the appropriate replacement Goods, parts or upgrade free of charge to TG.  Such Goods or parts or upgrades will have the Seller’s shipping priority.  If in TG’s discretion, Seller fails to promptly repair or replace Goods with goods that are acceptable to TG, TG may procure, upon the terms and in such manner as TG deems appropriate, similar goods to substitute for the Goods, and Seller shall reimburse TG for all charges, prices and fees paid for all the affected Goods and for all additional costs, expenses, damages and expenses incurred by TG, included but not limited to the purchase of Substitute goods.  All costs, included but not limited to material, labor, transportation and inventory replacement arising from an Epidemic Failure shall be borne by Seller.

 
7. License.
7.1. License Grant.  If Goods include software, firmware or documentation, Seller grants to TG a non-exclusive royalty-free, irrevocable, worldwide license to use, reproduce, display and distribute such Goods for internal use and sublicense such Goods directly or as integrated into TG products to third parties.  Such license will also include the right of TG to sublicense third parties to use and reproduce the Goods for TG’s internal use and for use in conjunction with a TG product.

 
8. Indemnification, Confidential Information, and Insurance.
8.1. General Indemnification.  Seller agrees to protect, defend, indemnify and save TG harmless from all sums, costs and expenses which TG may incur or is obligated to pay as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, of every nature whatsoever in the course of any person, including both Seller’s and TG’s employees, resulting from any personal injury or death, or any damages to property incident to or resulting directly or indirectly from the performance of Seller hereunder.
 
8.2. Insurance. Seller shall maintain, at its expense, a comprehensive general liability insurance policy covering claims of bodily injury, including dealing with property damage that may arise out of use of the Goods or acts of omission of Seller under this Order, and containing such other provision as may be required by TG.  Such policy or policies shall provide a coverage minimum of $500,000 per occurrence.  All such policies shall provide that the coverage thereunder shall not be terminable without at least thirty (30) days prior written notice to TG.  Upon demand by TG, Seller shall promptly supply TG with certificates of insurance of such policies.

8.3. Intellectual Property Indemnification.  Seller agrees to defend, indemnify and hold harmless TG and its affiliates, subsidiaries, assignees, subcontractors, and customers from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim (whether or not substantiated) that Goods or Services constitute an unauthorized use or infringement of any third party’s patent, trademark, service mark, trade secret, mask work right, copyright, or any other intellectual property right or (ii) Seller’s failure to comply with the requirements,Clause 8.5. Without limiting the foregoing, Seller will pay all costs, damages, and expenses (including legal fees) incurred by TG and/or its affiliates, subsidiaries, assigns, subcontractors, and customers and will pay any award with respect to any such claim or agreed to in settlement of that claim.
 
8.4. Infringing Goods or Services.  Without limiting the generality of Clause 8.3, if the use by TG, its affiliates, subsidiaries,  assignees, subcontractors or customer of any Service is enjoined (collectively, “Infringing Goods”), Seller shall at its expense use its best efforts to procure the right for TG to continue using or receiving the Infringing Goods.  If Seller is unable to do so and without prejudice to clause 8.3, Seller shall at its expense; (i) replace the Infringing Goods with non-infringing Goods of equivalent function and performance; (ii) modify the Infringing Goods to be non-infringing without detracting from function or performance; or (iii) if unable to replace or modify the Infringing Goods, refund in the full all monies paid by TG for the Infringing Goods and pay all reasonable costs incurred by TG in replacing the Infringing Goods.
 
8.5. Removal of TG’s Trademarks.  Seller shall remove from all Goods rejected, returned or not purchased by TG, TG’s name and any of TG’s trademarks, trade names, insignia, part numbers, symbols and decorative designs, prior to any other sale, use or disposition of such Goods by Seller, or certify the destruction of such Goods.
 
8.6. Confidential Information.  Solely as required for Seller’s performance of this Order, Seller shall not use or disclose any Confidential Information obtained from TG or otherwise prepared or discovered by either Seller or TG and shall protect the confidentiality of Confidential Information with the same degree of care as Seller uses for its own similar information, but no less than reasonable care.  “Confidential Information” includes, without limitation, all information designated by TG, all information or data concerning  TG’s Goods (including the discovery, invention, research, improvement, development, product plans, manufacture, or sale thereof) or general business operations (including strategies, customers, costs, forecasts, profits, pricing methods, and processes), all information obtained through access to any Information Systems, and any information which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential.  “Information Systems” means information systems including, but not limited to net-services, computers, computer systems, communication systems and other information systems; and means of access to such systems including, but not limited to passwords, tokens, keys, logon scripts or other authentication information.
8.7. Access to Facilities and Information Systems. Access, if any, to TG’s facilities and/or Information Systems is granted solely to perform the Services under this Order, and is limited to those specific TG facilities and/or Information Systems, time periods and personnel as are separately agreed to by TG and Seller from time to time.  TG may require Seller and Seller’s employees, subcontractors or agents to sign individual agreements prior to access to TG’s facilities and/or Information Systems.  Use of TG Information Systems during other time periods or by individuals not authorized by TG is expressly prohibited.  Access is subject to TG business control and information protection policies, standards, and guidelines as may be modified from time to time.  Use of any other TG Information Systems is expressly prohibited.  This prohibition applies even when a TG Information System that Seller is authorized to access serves as a gateway to other Information Systems outside Seller’s scope or authorization.

 
9. Governmental Compliance
9.1. General.  Seller will at all times comply with all laws, rules and regulations applicable to its obligations under this Order and, if applicable, its manufacture of Goods.  Seller shall furnish to TG any information required to enable TG to comply with such laws, rules and regulations in its use of the Goods and Services or reasonably requested by TG to confirm compliance with such laws, rules and regulations or with the provisions of this Order.
 
9.2. Security.  Without limiting Clause 9.1, Seller warrants that in all countries in which Seller does business, its operations and shipments comply with all applicable laws and regulations regarding security.  To the extent applicable to Seller’s business, Seller agrees to implement the Security Recommendations set forth by the U.S. Customs Services Customs-Trade Partnership Against Terrorism (C-TPAT) or equivalent security guidelines.  In addition, Seller should meet or exceed security requirements designated by TG.  Seller and TG may perform, documented security compliance audit on an annual basis, with the first audit taking place upon TG’s request at any time after Seller’s acceptance of this Order.  Seller shall immediately notify TG in writing of any area where it fails to meet the applicable recommendation of C-TPAT or equivalent security guidelines, or the TG Security requirements.  Upon notification of Seller’s failure to comply, whether by Seller or through an audit or TG inspection, TG may either terminate the Order or grant a waiver of the requirement for a limited time to allow Seller to become compliant.

 
10. Social and Environmental
10.1. Social and Environmental Responsibility.  Without limiting Clause 9.1, Seller warrants that in all countries in which Seller and, to the Seller’s knowledge, information and belief, Seller’s authorized subcontractor do business,  its and their operations comply with all applicable laws and regulations governing protection of the environment, employee health and safety, and labor and employment practices, including but not limited to laws and regulations relating to working hours, working conditions, wages, benefits, child labor, forced labor, freedom of association, and equal employment opportunity.
10.2. Shipment. All Goods shall be shipped in conformance with government and freight laws and regulations applicable to chemical and hazardous materials, including regulations regarding fumigation and aeration where applicable.  TG will not be liable for any loss or damage caused by a release of chemicals or other hazardous material to the environment prior to TG’s actual receipt of the Goods.  All packaging materials, including pallets, shall be free of pests and comply with regulations regarding Solid Wood Packing Materials (SWPM) where applicable.
 
10.3. Chemical Substances. Seller warrants that each chemical substance contained in Goods is on the inventory of chemical substances compiled and published by the Environmental Protection Agency pursuant to the Toxic Substances Control Act.
 
10.4. Ozone Depleting Substances.  Seller warrants that neither the Goods, nor any part, piece or component of any of the Goods contain any substances that have been manufactured with a process that uses substances controlled by the Annexes of the Montreal Protocol.

 
11. Default
11.1. Default by Seller.  If Seller fails to perform or breaches any provision of the Order, TG may terminate the whole or any part of this Order unless Seller resolves the breach within ten (10) work days after receipt of TG’s notification of breach.
 
11.2. Definition of Breach. For purposes of Clause 11.1, the term “breach” shall include, without limitation, any (i) proceeding, whether voluntary or involuntary in bankruptcy or insolvency by or against Seller; (ii) appointment, with or without Seller’s consent, of a receiver, administrator or an assignee for the benefit of creditors; (iii) failure to provide TG with reasonable assurance of performance on TG’s request; (iv) change of control of Seller of all or a portion of the business; or (v) other failure to comply with this Order.
11.3. Termination.  In the event that TG terminates this Order in whole or in part as provided in Clause 11.1, TG upon such terms and in a manner as TG deems appropriate, purchase Goods or Services similar to the Goods or Services as to which this Order is terminated.  Without prejudice to TG’s right in law, Seller shall reimburse TG upon demand for all additional costs incurred by TG in purchasing such similar Goods or Services.
11.4. Rights of Remedies.  The rights and remedies granted to TG pursuant to this Order are in addition to , and shall not limit or affect, any other rights or remedies available at law or in equity.

 
12. Import Requirements.
12.1. Certification.   Upon TG’s request, Seller shall provide TG with an appropriate certification stating the country of origin for Goods sufficient to satisfy the requirement of (i) the customs authorities of the country of receipt and  (ii) any applicable export licensing regulations, including those of the United States.
12.2. Required Marking.  Seller shall ensure that all Goods are marked (or the Goods’ container is marked if there is no room on the Goods themselves or are exempt from marking) with the country of origin.  Seller shall ensure compliance in marking the Goods with the requirements of the customs authority of the country of receipt.
 
12.3. Importer of Record.  If any Goods are imported, Seller shall, when possible, allow TG to be the importer of record, unless otherwise negotiated.  If TG is not the importer of record and Seller obtains duty drawback right to the Goods, Seller shall, upon TG’s request, provide TG with documents required for the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to TG.
 
12.4. Commercial Invoice.  Seller shall issue a commercial invoice containing such information as TG may reasonably request, including, but not limited to the following information: (i) purchase order;  (ii) invoice number; (iii) invoice date; (iv) invoice date; (v) name and address of the shipper; (vi) name and address of Seller (if different than the shipper);  (vii) name and address of the consignee; (viii) name and address of the buyer (if different than the consignee); (ix) a detailed description of the product model numbers; (x) TG part numbers; (xi) serial number (if goods are serialized); (xii) TG assigned Harmonized Tariff Schedule (HTS) number; (xiii) box number and number of boxes; (xiv) total box weight expressed in kilograms; (xv ) country of origin for each Good/part; (xvi) quantities in the weight and measure of the country to which the Goods are shipped; (xvii) unit price of each Good; (xvii) value of any assists or other additions to the price paid or payable; (xviii) total invoice value; (xix) currency of the invoice; (xx) Incoterms; (xxi) carrier name; (xxii) bill of lading number.  The invoice must be issued in the language required by the country to which the Goods shipped. 
 
12.5. Other Requirements.  Seller shall comply with all other government agency requirements (including Food and Drug Administration (FDA) and Federal Communications Commission (FCC) in the case of U.S. import) of the country to which the Goods are shipped.  Failure to comply with requirements will result in the transfer of financial and legal obligations to the Seller.

 
13. Miscellaneous.
13.1. No Assignment.  Seller shall not subcontract, delegate, or assign its rights or obligations without TG’s written consent.  Any attempted delegation of assignment by Seller without such consent shall be void.  TG may assign or transfer any rights and obligations under this Order to any other TG entity or any successor at any time subject to written notice.
 
13.2. Waiver of Terms and Conditions.  The failure or delay by either party to enforce any of these terms shall not constitute or be deemed to be a waiver or forfeiture by that party of such rights.  The waiver of any term or condition of the Order must be in writing.
13.3. Publicity.  Seller shall not make or authorize any news release, advertisement or other disclosure to any third party which shall deny or confirm existence of the Order or reveal the terms of this Order without prior written consent of TG.
 
13.4. Governing Law.  This Order shall be governed and construed in all respects in accordance with United States Law.  The courts of the United States shall have exclusive jurisdiction in al matters pertaining to or arising out of these terms or any agreement entered into hereunder.
 
13.5. Discontinuance of Goods.   Seller shall provide at least twelve (12) months written notice to TG prior to the discontinuance of any Goods.  Such notice includes at a minimum TG part numbers, substitutions, and last date that orders will be accepted for such Goods.
 
13.6. Limitation of Liability.  In no event will either party be liable to the other for indirect, special incidental or consequential damages based on contract or other legal theory.  Notwithstanding the foregoing, Seller will be responsible for any damages of any kinds arising out of a breach of Clause 8.
 
13.7. Third Parties.  Save for any successor or other TG entities, no one other than a party to this Agreement shall be entitled to enforce any term of it. 
 
13.8. Severability.  If any term or provision of the Agreement or any Schedule is held to be illegal or unenforceable, the validity or enforceability of the remaining provisions shall not be affected.
 
13.9. Survival. The rights and obligations of Clauses 5, 6, 8, and 13 shall survive the termination or expiry of this Agreement for any reason.
 
13.10. Non-Restrictive Relationship.  Nothing in the Order will be construed to preclude TG from independently developing, acquiring from other third parties distribution or marketing other Goods or Services which may perform the same or similar functions as the Goods or Services provided under this Order.