Terms and Conditions of Sale

  1. APPLICABILITY.
    1. These terms and conditions of sale (these “Terms”) govern the sale of Products by Willman Industries, Inc., a Wisconsin corporation (“Seller” or “Company”) to the buyer (“Buyer”). As used in these Terms, “Product” individually means, and “Products” collectively mean, all goods sold or to be sold by Seller to Buyer, whether parts, finished goods, supplies, materials, products to be manufactured, services to be rendered, or any combination thereof. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
    2. Any Quotation (as defined below), sales confirmation, invoice or other sales document issued by Seller to Buyer relating to the Products (each a “Sales Document”), together with these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement shall prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether or when Buyer has submitted its order or such terms. Seller’s agreement to sell Products to Buyer is expressly conditioned on Buyer’s unqualified acceptance of this Agreement. If for any reason this Agreement or any Sales Document issued by Seller is deemed to be an acceptance of a prior offer made by Buyer, such acceptance is expressly conditioned on Buyer’s assent to only the terms and conditions contained in this Agreement. Fulfillment of Buyer’s orders shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend this Agreement.
    3. Seller presumes that Buyer possesses sufficient knowledge regarding the Products purchased under these Terms or Buyer has retained personnel with sufficient knowledge regarding such Products in order to purchase the appropriate Products to meet Buyer’s needs and subsequent use and/or install of such Products. As such, Buyer shall be solely responsible for determining the Specifications (as defined below) required for a particular Product order.
  2. ORDERING PROCEDURE; SPECIFICATIONS & DESIGNS; CHANGES.
    1. Ordering Procedure. Buyer’s orders (each a “Purchase Order”) shall be submitted to Seller in written or electronic form via facsimile, e-mail, US mail or such other method acceptable to Seller. Any verbal orders for Products submitted by Buyer must be confirmed in writing by Seller. Seller has the right, in its sole discretion, to accept or reject any Purchase Order. Seller may accept any Purchase Order by confirming the order (whether by written confirmation or other Sales Document) or by delivering such Products, whichever occurs first. No Purchase Order is binding on Seller unless accepted by Seller as provided in this Agreement. Buyer may not cancel or suspend any Purchase Order for Products submitted to Seller without Seller’s prior written authorization.
    2. Specifications and Designs. Buyer agrees to provide the Seller with all relevant casting specifications, patterns, material information, designs, weights, and dimensions for the proper fulfillment of each applicable Purchase Order (the “Specifications”). Seller’s receipt of the Specifications from Buyer does not constitute acceptance of a Purchase Order.
    3. Changes. Seller shall have the right to make changes, in its sole discretion, engineering, manufacture, material composition, component parts, raw materials and other supplies, tooling, equipment, designs, processes and methods of manufacture, but Seller will not, without Buyer’s approval, make a change to the Specifications submitted by Buyer and agreed to by Seller. Buyer may make changes to a Purchase Order if the change is received and accepted by Seller in a signed writing prior to Seller beginning the Product manufacturing. Subject to Section 3(a) below, Buyer may make changes to a Purchase Order after the Seller begins Product manufacturing if the Seller accepts such change in a signed writing (a “Product Change”).
  3. PRICE; TAXES.
    1. Prices. All prices for Products are stated and payable in U.S. dollars. The price for Products shall be Seller’s price in effect as of the date that Seller accepts Buyer’s Purchase Order, unless Seller has quoted a different or separate price for the Products in a written quotation specifically issued to Buyer (a “Quotation“). Each Quotation shall remain open for the time period stated therein or, if no time period is stated in the Quotation, for a period of thirty (30) days from the date of the Quotation; provided, however, that Seller shall have the right to adjust the price of any Product listed in a Quotation upon thirty (30) day notice to Buyer of such price adjustment. When Quotations involve the making of any piece prices, definite weights shall be established in the Quotations and agreed upon by Buyer and Seller, and such Quotations shall be subject to revision by Seller on any variation from the established Quotation weights. In the event the Seller accepts a Product Change in accordance with Section 2(c), Buyer shall be charged and shall pay for all costs related to Products already manufactured, as well as costs of cores, molds, or equipment discarded by Seller because of such Product Change.
    2. Taxes. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer (collectively, “Taxes”). Taxes shall be in addition to the prices charged by Seller. Buyer shall be responsible for all such charges, costs, and Taxes; provided, however, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. To the extent that Buyer is exempt from any Taxes, an applicable exemption certificate must be on-file with Seller or accompany any Purchase Order to which such exemption applies.
  4. PAYMENT. Unless otherwise agreed to by Seller in writing, Buyer shall pay each invoice by ACH transfer, wire transfer or check, without deduction or setoff, within thirty (30) days of the invoice date. In the event Buyer is in default of any term or condition of this Agreement, Seller may, at its option, elect to: (a) defer or suspend further shipments of Products until Buyer reestablishes satisfactory credit; (b) cancel the unshipped or unperformed portion of any Purchase Order and invoice Buyer for incurred costs and reasonable profit without any liability for Seller’s failure to ship or provide the Products; (c) make shipment of the Products to Buyer on a C.O.D. or cash in advance basis; or (d) pursue any other right or remedy available under this Agreement, at law, in equity or otherwise.
  5. DELIVERY. Products will be delivered within a reasonable time after acceptance of Buyer’s Purchase Order, subject to availability of the Products. All deliveries shall be F.O.B. (F.O.B. as defined under Incoterms 2023) point of origin, which shall be Seller’s facility. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for quantities shipped, whether such shipment is in whole or partial fulfillment of Buyer’s Purchase Order. Title to and all risk of loss or damage to the Products shall pass to Buyer upon delivery of the Products to the carrier for shipment. Regardless of whether Buyer or Seller makes the arrangements for shipment of Products, Buyer shall be responsible for all costs and expenses associated therewith. In the event Seller pays the carrier for any shipping costs or expenses as an administrative convenience to Buyer, Seller shall have the right to add such shipping costs and expenses to Seller’s invoices. Notwithstanding anything in this Agreement to the contrary, any timeframe for delivery provided by Seller is a good faith estimate of the expected delivery date for the Products. Seller shall use commercially reasonable efforts to fill Buyer’s Purchase Orders within the time stated therein or in any Sales Document but in no event shall Seller be liable for any damages or losses associated with Seller’s inability or failure to meet any such timeframes or deadlines.
  6. QUANTITY. If Seller delivers to Buyer a quantity of Products of up to ten percent (10%) more or less than the quantity set forth in an accepted Purchase Order, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products at the prices set established in accordance with this Agreement, adjusted on a pro-rata basis.
  7. INSPECTION AND REJECTION OF NONCONFORMING PRODUCTS. Buyer shall inspect each shipment of Products within ten (10) days following receipt (the “Inspection Period”). Buyer shall be deemed to have accepted such Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period and furnishes such evidence and documentation reasonably required by Seller. Buyer’s written notice of rejection shall state, in reasonable detail, all reasons for rejection. If requested by Seller, Buyer shall provide a representative sample of the products which Buyer contends are Nonconforming Products. As used in these Terms, “Nonconforming Products” means only the following: (a) the product shipped is different than identified in Buyer’s Purchase Order; (b) the product’s label or packaging incorrectly identifies its contents; or (c) subject to Section 6 above, the quantity of Products exceeds or is less than the amount ordered by Buyer pursuant to the applicable Purchase Order. If Seller determines that such Products are Nonconforming Products, Seller shall, in its sole discretion, either (i) repair the Nonconforming Products or replace such Nonconforming Products with conforming Products, or (ii) refund to Buyer the amount paid by Buyer for such Nonconforming Products. Buyer shall return, at Seller’s discretion and cost, Nonconforming Products to such location or facility designated by Seller or dispose of such Nonconforming Products in accordance with Seller’s instructions or applicable laws, statutes, rules, regulations, and ordinances. If Seller exercises its option to replace Nonconforming Products, Seller shall ship, at Seller’s expense and risk of loss, replacement Products to Buyer in accordance with Section 5 above. Except as provided under this Section 7 and in Section 8 of these Terms, Buyer has no right to return Products shipped to Buyer pursuant to this Agreement. THE REMEDIES SET FORTH IN THIS SECTION 7 ARE BUYER’S EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING PRODUCTS, SUBJECT TO BUYER’S RIGHTS UNDER THE WARRANTY IN SECTION 8 BELOW WITH RESPECT TO ANY SUCH PRODUCTS FOR WHICH BUYER HAS ACCEPTED DELIVERY UNDER THIS SECTION 7.
  8. LIMITED WARRANTY.
    1. Limited Seller Warranty. Seller represents and warrants to the Buyer that for a period of one (1) year after the date of delivery of Products (the “Warranty Period”), that such Products will be free from defects in material and workmanship.
    2. Seller Warranty Exclusions. SPECIFICALLY EXCLUDED FROM THE LIMITED WARRANTIES SET FORTH IN SECTION 8(a) ARE THE FOLLOWING, FOR WHICH SELLER SHALL HAVE NO LIABILITY WHATSOEVER: (i) design or Specification defects in the Products, to the extent that the Products are designed, in whole or in part, by Buyer or a third party; (ii) defects or damage caused by unauthorized or improper installation, alteration, repair, maintenance (including failure to provide appropriate maintenance), storage, handling or operation of the Products by Buyer or any third party; (iii) Products considered by Seller to be product of the mold; (iv) Products that have been subject to damage attributable to or caused by: (A) misuse, abuse, or vandalism or any transit related damage; (B) acts of God or insurrection; (C) normal wear and tear; or (D) any other acts that are beyond Seller’s reasonable control; or (v) cracking, fading, wear, or durability of any paint or coating applied to the Products.
    3. Warranty Notice. Seller shall not be liable for a breach of a warranty set forth in Section 8(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within thirty (30) days of the time when Buyer discovers or ought to have discovered the defect, whichever is less; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller’s facility at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Products are defective.
    4. NO OTHER WARRANTIES. EXCEPT FOR THE WARRANtiES stated IN SECTION 8(a) ABOVE, Seller makes no OTHER REPRESENTATION, WARRANTY OR GUARANTEE of any kind REGARDING THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, including, WITHOUT LIMITATION, any express or implied warranty of MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, non-infringement of proprietary or third-party rights, USAGE IN THE TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, ALL OF WHICH ARE HEREBY DISCLAIMED by seller. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS IN THE PRACTICE OF ANY PROCESS OR IN COMBINATION WITH ANY OTHER GOODS OR SERVICES, WHETHER IN TERMS OF GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, TECHNICAL ADVICE OR OTHERWISE RELATING TO THE USE OF THE PRODUCTS.
    5. Exclusive Remedy. With respect to any such Products or defects covered by a warranty in Section 8(a), Seller shall either (i) repair or replace such Products; or (ii) credit or refund the price paid by Buyer for such Products.
  9. LIMITATIONS OF LIABILITY.
    1. No Consequential or Incidental Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 9(d) BELOW, IN NO EVENT SHALL SELLER OR ANY OF ITS AFFILIATES OR SUBSIDIARIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES OR AGENTS BE LIABLE UNDER THIS AGREEMENT TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, ENHANCED, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF REVENUE OR PROFIT, OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Maximum Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 9(d) BELOW, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID TO SELLER BY BUYER FOR THE PRODUCTS WHICH ARE THE SUBJECT OF THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF BUYER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
    3. Deadline to Bring an Action. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER SHIPMENT OF CASTINGS FROM SELLER.
    4. Exceptions. Seller has relied on the foregoing limitation and exclusions from liability and Buyer acknowledges that this Section 9 is essential in the establishment of the prices for the Products. The limitations on, and exclusions from, liability set forth herein shall apply to the maximum extent permitted by applicable law; provided, however, such limitations and exclusions shall not apply to liability caused by Seller’s willful misconduct.
  10. INDEMNIFICATION. Buyer shall defend (with legal counsel acceptable to Seller), indemnify and hold Seller and its affiliates and subsidiaries, and its and their respective officers, directors, owners, employees, agents, successors and assigns harmless from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, penalties, fines, liabilities, judgments, settlements and/or expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) resulting from or otherwise connected with any of the following: (a) any act or omission of Buyer or any of its employees, contractors or agents with respect to its or their use, sale, distribution, disposal or other disposition of any Product; (b) any Specifications or other component supplied or approved by Buyer for the design or manufacture of any Product; (c) any breach of the terms and conditions of this Agreement by Buyer or its employees, contractors or agents; (d) any claimed unfair competition or patent, trademark, or copyright infringement or any other claim resulting from Seller’s manufacture of the Products to Buyer’s Specifications; and (e) bodily injury, death or property damage arising from the use of the Products furnished hereunder or caused by Buyer’s or its employees’ or agents’ acts or omissions with respect to the Products furnished hereunder.
  11. TOOLING. All intellectual property, including but not limited to, physical gating, rigging, forms, designs, jigs, equipment, simulations, and models (the “Tooling”) developed by Seller to manufacture the Products is owned solely by Seller. Buyer has no right, title, or interest of any kind in or to any of the Tooling.
  12. PATTERN SUITIBILITY; STORAGE & INSURANCE. Prior to Seller beginning the manufacture of Products (for castings made with customer supplied tooling), Buyer must supply to Seller pattern equipment that is in suitable condition to produce the quality and quantity of Products ordered by Buyer. Seller is not responsible for variations between blueprints and pattern equipment supplied by Buyer. If requested by Buyer, pattern equipment will be checked to approved blueprints at Buyer’s expense. Pattern equipment storage is provided by Seller for active patterns only. Upon written request from Seller, pattern equipment not used for a period of two (2) years shall be removed by Buyer, at Buyer’s expense. In the event, Buyer does not remove the pattern equipment within thirty (30) days of Seller’s written request, Seller may charge Buyer a reasonable storage charge. Seller shall not carry insurance on Buyer’s pattern equipment and Seller shall have no liability for loss or damage caused by fire or other casualties to Buyer’s pattern equipment. All freight, drayage, boxing, and crating charges on pattern equipment, both to and from Seller’s facility, shall be assumed by Buyer.
  13. IMPORT/EXPORT. Buyer shall be responsible for obtaining and maintaining, at its cost, all legally required approvals, licenses, permits, registrations, certifications and other documents necessary for or relating to the importation and/or exportation of the Products. Buyer shall be responsible for all cost and expenses relating to the Products transit across a country’s border, including, without limitation, payment of any tariffs, customs, duties, fees or charges imposed or levied upon Buyer or the Products. Buyer shall not name Seller as the shipper or importer of record for any Products purchased from Seller. Buyer shall ensure that any Products that Buyer receives from Seller are imported, exported and/or re-exported by Buyer only in compliance with applicable laws, including, without limitation, the U.S. Export Administration Regulations. Products may not be imported, exported, sold or resold, disposed of, or transported by or to any country or person which would cause Seller to be in violation of or be penalized by any governmental authority or applicable economic sanctions laws.
  14. COMPLIANCE WITH LAWS. Buyer shall comply with all applicable laws, statues, rules, regulations, codes, ordinances, and orders in the performance of this Agreement and its use, sale, distribution, disposition, and disposal of the Products. Buyer shall maintain in effect all licenses, permissions, authorizations, consents, and permits with respect to the Products and necessary to carry out its obligations under this Agreement. Unless otherwise specified by Seller, the minimum casting tolerances shall be in accordance with ISO 8062 CT10.
  15. CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of Seller, including but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, vendor lists, pricing, discounts, or rebates, disclosed or made available 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 (the “Confidential Information”) is confidential and the property of Seller, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Buyer shall safeguard and maintain the confidentiality of Seller’s Confidential Information, exercising not less than a commercially reasonable degree of care. Seller shall remain the exclusive owner of its Confidential Information. Upon Seller’s request, Buyer shall promptly return all Confidential Information, documents and other materials received from Seller, and any notes or studies containing or reflecting, in part or whole, any Confidential Information of 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.
  16. EXCUSED PERFORMANCE. Seller shall not be in default of, or liable for any delay in the performance of, this Agreement by reason of any of the following: acts of God; flood, fire, explosion, or other natural or man-made disaster; epidemic, pandemic, viral or bacterial outbreak; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; governmental orders, laws, emergency proclamations, or quarantine restrictions; actions, embargoes or blockades in effect on or after the effective date of this Agreement; action by any governmental authority or agency; shortage or unavailability of materials; quality issues; shortage or unavailability of labor, strikes, labor stoppages or slowdowns or other industrial disturbances; shortage or unavailability of adequate power facilities; shortage or unavailability of adequate transportation facilities, including, without limitation, any railway strike or train derailment; and/or other events (whether or not similar in type or nature to the previously listed events) beyond the control of Seller (each a “Force Majeure Event”). Seller will give Buyer written notice of a Force Majeure Event as soon as practicable after learning of its commencement, along with Seller’s estimate of the period of time that the Force Majeure Event is expected to continue. In the event of a Force Majeure Event, (a) Seller’s performance under this Agreement will be postponed by such length of time as may be reasonably necessary to compensate for the delay caused by or resulting from the Force Majeure Event, (b) Seller may allocate its available inventory of Products or resources to any persons, including Buyer, in any manner the Seller determines to be fair and equitable, and (c) subject to applicable law, Seller may terminate this Agreement and/or cancel any Purchase Order impacted by the Force Majeure Event without liability to Buyer.
  17. 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.
  18. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  19. NO THIRD-PARTY BENEFICIARIES. Except for the rights of indemnified parties pursuant to Section 10 above, 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 this Agreement.
  20. REMEDIES. Each of the rights and remedies of Seller under this Agreement is cumulative and in addition to any other or further remedies provided under this Agreement or at law or equity.
  21. ATTORNEYS’ FEES. In the event Seller is required to retain legal counsel or to initiate litigation to enforce or interpret the terms and conditions of this Agreement, Seller shall be entitled to recover its reasonable attorneys’ fees and costs of litigation from Buyer.
  22. SURVIVAL. Provisions of this Agreement 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: Sections 1, 4, 8 to 10, 15 and 17 to 27.
  23. GOVERNING LAW/VENUE. This Agreement shall be construed and governed under the laws of the State of Wisconsin (excluding application of its conflicts of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended). All actions or counterclaims regarding the enforcement or interpretation of this Agreement shall be initiated and prosecuted exclusively in the state and federal courts located in Sheboygan County, State of Wisconsin and those courts hearing direct appeals therefrom. Buyer and Seller both consent to the exclusive jurisdiction and venue of such courts and expressly waive objections based on the doctrines of personal jurisdiction. SELLER AND BUYER VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATING TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
  24. NO WAIVER. No waiver of this Agreement or any of its provisions is valid unless expressly agreed to in a writing signed by Seller. The failure of Seller to insist upon strict and timely performance of any term or condition of this Agreement shall not be deemed a waiver of any right or remedy that Seller may have under this Agreement, at law, in equity or otherwise.
  25. AMENDMENT AND MODIFICATION. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
  26. 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.
  27. SECTION HEADINGS. The headings in this Agreement are included for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms or conditions hereof.
Call Now Button