Terms & Conditions

Standard Terms and Conditions of Purchase for Goods and Services

1. TERMS OF AGREEMENT

The terms set forth in these Standard Terms and Conditions of Purchase for Goods and Services, in anycorresponding The CITTERIO USA Group, Inc. (“CITTERIO USA”) purchase order, in any correspondingCITTERIO USA release(s), statement(s) of work and/or request(s) for quotation, together with anyattachments and exhibits, specifications, drawings, notes, instructions, and other information, whetherphysically attached or incorporated by reference herein or therein (collectively the “Purchase Order”),constitutes the entire and exclusive agreement between CITTERIO USA and the supplier (the “Supplier”)identified in the Purchase Order, and shall apply to the exclusion of any additional or different termscontained in the Supplier’s quotation, proposal or acknowledgment, or otherwise proposed by theSupplier in any manner. CITTERIO USA’s submission of the Purchase Order is conditioned on Supplier’sagreement that any terms different from or in addition to the terms of the Purchase Order, whethercommunicated orally or contained in any purchase order confirmation, invoice, acknowledgement,release, acceptance, or other written correspondence, irrespective of the timing, shall not form a part ofthe Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order onCITTERIO USA’s agreement to such different or additional terms. Supplier’s electronic acceptance,acknowledgement of this Purchase Order, or commencement of performance, whichever occurs first,shall constitute Supplier’s acceptance of these Standard Terms and Conditions of Purchase for Goodsand Services. Notwithstanding the foregoing, if a master agreement covering procurement of the Workdescribed in the Purchase Order exists between Supplier and CITTERIO USA, the terms of such masteragreement shall prevail over any inconsistent terms herein.

2. DEFINITIONS

2.1 “Deliverables” means the deliverables specified in the Purchase Order (and any Statement of Work)to be delivered on or before the Delivery Date.
2.2 “Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier isrequired to deliver the Work.
2.3 “Harmful Code” means any software intentionally designed to (i) disrupt, disable, harm, or impedeoperation; or (ii) impair operation based on the lapse of time, including but not limited to viruses,worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap doordevices.
2.4 “Intellectual Property Rights” means any and all tangible and intangible: (i) copyrights and otherrights associated with works of authorship throughout the world, including but not limited to copyrights,neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark andtrade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utilitymodels, and other industrial property rights, and all improvements thereto; (v) all other intellectual andindustrial property rights (of every kind and nature throughout the world and however designated)whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations,applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force(including any rights in any of the foregoing).
2.5 “Preexisting Materials” means any Intellectual Property Rights or tangible personal property ofSupplier or CITTERIO USA created before the date of this Purchase Order or outside the scope of thisPurchase Order.
2.6 “Products” means tangible goods specified in the Purchase Order to be delivered on or before theDelivery Date.
2.7 “Services” means the services that Supplier is to perform for CITTERIO USA specified in the PurchaseOrder.
2.8 “Statement of Work” or “SOW” means the document specifying, without limitation, the scope,objective, and time frame of the Work that Supplier will perform for CITTERIO USA.
2.9 “Subcontractor” means a third party performing Work under an agreement (a “Subcontract”) withSupplier.
2.10 “Supplier Personnel” means Supplier’s employees, consultants, agents, independent contractors,and Subcontractors.
2.11 “Third Party Intellectual Property” means the Intellectual Property Rights of a third party whichSupplier uses or incorporates into the Work.
2.12 “Work” means the Deliverables, Products, and Services specified in the Purchase Order, includingany SOW.

3. DELIVERY

3.1 Time is of the essence in Supplier’s performance of its obligations under the Purchase Order.Supplier will immediately notify CITTERIO USA if Supplier’s timely performance under the PurchaseOrder is delayed or is likely to be delayed. CITTERIO USA’s acceptance of Supplier’s notice will notconstitute CITTERIO USA’s waiver of any of Supplier’s obligations.
3.2 If Supplier delivers Work after the Delivery Date, CITTERIO USA may reject such Work.
3.3 CITTERIO USA will hold any Work rejected under this Purchase Order at Supplier’s risk and expense,including storage charges, while awaiting Supplier’s return shipping instructions. Supplier will bear allreturn shipping charges, including without limitation, insurance charges CITTERIO USA incurs onSupplier’s behalf. CITTERIO USA may, in its sole discretion, destroy or sell at a public or private sale anyrejected Work for which CITTERIO USA does not receive return shipping instructions within a reasonabletime, and apply the proceeds, if any, first toward any storage charges.
3.4 Supplier will preserve, pack, package, and handle the Deliverables and Products so as to protect theDeliverables and Products from loss or damage and in accordance with best commercial practices in theabsence of any specifications CITTERIO USA may provide. Without limiting the foregoing, Supplier shallobserve the requirements of any local laws and regulations relating to hazardous work, including,without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage,and disposal. No charges will be allowed for boxing, crating, packing, or other preparation for shipmentunder the Purchase Order.
3.5 Supplier will include with each delivery of Products a packing list identifying the Purchase Ordernumber, the CITTERIO USA part number for each of the Products (if applicable), a description and thequantity of each of the Products, and the date of shipment. CITTERIO USA will not be liable for paymentfor Products delivered in excess of the quantities specified in the Purchase Order.
3.6 Unless CITTERIO USA expressly instructs otherwise in the Purchase Order, Supplier will deliver allWork DDP (Incoterms 2020) to CITTERIO USA’s plant at the address set forth in the Purchase Order.Seller assumes responsibility for all shipping and delivery charges including, without limitation, customs,duties, costs, taxes, and insurance. Risk of loss for the Delivera

4. PRICE AND PAYMENT

4.1 Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and othercharges such as shipping and delivery charges, duties, customs, tariffs, imposts, and governmentimposed surcharges. Supplier will, at CITTERIO USA’s request, break-out from the price all such taxesand other charges, in its invoices. Supplier shall use its best efforts to assist CITTERIO USA in all legalefforts to minimize the taxes resulting from the performance of this Purchase Order.
4.2 CITTERIO USA will pay Supplier the price in accordance with the payment terms set forth in thePurchase Order following the later of:(i) the Delivery Date;(ii) the date of CITTERIO USA’s acceptance of all of the Work; or(iii) CITTERIO USA’s receipt of a properly prepared invoice. A properly prepared invoice must include thePurchase Order number and, if required in the Purchase Order, Supplier’s certification of conformanceof the Work to the requirements. Payment will be in the currency of the country in which the CITTERIOUSA entity or affiliate identified in the Purchase Order is located, and if the price set forth in thePurchase Order is not in the local currency, then CITTERIO USA will determine the local currencyequivalent of the price as of date of payment. CITTERIO USA may, at any time, set-off any amountsSupplier owes CITTERIO USA against any amounts CITTERIO USA owes to Supplier or any of its affiliatedcompanies.
4.3 Supplier warrants that the prices charged by Supplier and stated in the Purchase Order are no higherthan prices charged by Supplier to others for similar Work in similar quantities and conditions.

5. OWNERSHIP AND LICENSE

5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, CITTERIO USA is the soleand exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers toCITTERIO USA all of its worldwide right and title to, and interest in, the Deliverables, including allassociated Intellectual Property Rights.
5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of itsPreexisting Materials. Supplier hereby grants CITTERIO USA a perpetual, irrevocable, worldwide,transferable, royalty-free, non-exclusive license, with the right to sublicense and authorize the grantingof sublicenses, to use and reproduce Supplier’s Preexisting Materials in the Deliverables to the extentnecessary for CITTERIO USA’s exercise and use of its rights in the Deliverables.
5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to CITTERIO USA anonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to useall Third Party Intellectual Property Rights incorporated into, required to use, or delivered with theWork. Supplier will deliver copies of the above releases and licenses to CITTERIO USA upon CITTERIOUSA’s request.6. INSPECTION AND ACCEPTANCECITTERIO USA may reject any or all of the Work which does not conform to the applicable requirementswithin 10 business days of Supplier’s delivery of the Work. At CITTERIO USA’s option, CITTERIO USA may,at Supplier’s sole expense (i) return the nonconforming Work to Supplier for a refund or credit, (ii)require Supplier to replace the non-conforming Work, or (iii) repair the non-conforming Work so that itmeets the requirements. As an alternative to (i) through (iii), CITTERIO USA may accept the nonconforming Work conditioned on Supplier providing a refund or credit in an amount CITTERIO USAreasonably determines to represent the diminished value of the non-conforming Work. CITTERIO USA’spayment to Supplier for Work prior to CITTERIO USA’s timely rejection of such Work as nonconformingwill not be deemed as acceptance by CITTERIO USA.

6. INSPECTION AND ACCEPTANCE

CITTERIO USA may reject any or all of the Work which does not conform to the applicable requirementswithin 10 business days of Supplier’s delivery of the Work. At CITTERIO USA’s option, CITTERIO USA may,at Supplier’s sole expense (i) return the nonconforming Work to Supplier for a refund or credit, (ii)require Supplier to replace the non-conforming Work, or (iii) repair the non-conforming Work so that itmeets the requirements. As an alternative to (i) through (iii), CITTERIO USA may accept the nonconforming Work conditioned on Supplier providing a refund or credit in an amount CITTERIO USAreasonably determines to represent the diminished value of the non-conforming Work. CITTERIO USA’spayment to Supplier for Work prior to CITTERIO USA’s timely rejection of such Work as nonconformingwill not be deemed as acceptance by CITTERIO USA.

7. CHANGES

7.1 As used in this Section 7, “Change” means a change CITTERIO USA directs or causes within thegeneral scope of this Agreement, the applicable SOW, or both.
7.2 CITTERIO USA, by written order (“Change Order”), may make Changes in accordance with thisSection 7.
7.3 If Supplier asserts that CITTERIO USA has directed or caused a Change to the cost of or time forperformance for which CITTERIO USA has not issued a Change Order, Supplier will promptly notifyCITTERIO USA in writing of the Change, providing (i) a description of the action or inaction asserted tohave caused the Change, (ii) an estimate of the equitable adjustment that would be required forSupplier to perform the Changed Work, and (iii) a date no less than 30 days from the date of notice bywhich CITTERIO USA must respond to Supplier’s notice so that Supplier may proceed with the Workunchanged. CITTERIO USA will evaluate Supplier’s notice of Change in good faith, and if CITTERIO USAagrees that it has made a constructive change, CITTERIO USA will issue a Change Order to Supplier.
7.4 Supplier shall, as promptly as practicable, after giving the notice of the Change, or within 10 days ofreceiving a Change Order, submit a request for equitable adjustment specifying the adjustment in theprice or time for performance resulting from the Change.
7.5 The parties shall negotiate an amendment to the applicable SOW to incorporate a Change Orderproviding for an equitable adjustment to the price, time for performance, or both.
7.6 Supplier will proceed with the Changed Work as directed, notwithstanding that the parties have notnegotiated the amendment to this Agreement or the applicable SOW to incorporate the equitableadjustment.

8. REPRESENTATIONS AND WARRANTIES

8.1 Supplier represents and warrants that:(i) it has the full power to enter into the Purchase Order and to perform its obligations under thePurchase Order;(ii) it has the right and unrestricted ability to assign the Work to CITTERIO USA including, withoutlimitation, the right to assign any Work performed by Supplier Personnel and Subcontractors;(iii) the Work, and CITTERIO USA’s use of the Work, do not and will not infringe upon any third party’sIntellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whethercontractual, statutory, or common law;(iv) Supplier will not disclose to CITTERIO USA, bring onto CITTERIO USA’s premises, or induce CITTERIOUSA to use any confidential or proprietary information that belongs to anyone other than CITTERIO USAor Supplier which is not covered by a non-disclosure agreement between CITTERIO USA and Supplier;(v) Software supplied by Supplier does not contain any Harmful Code;(vi) Supplier’s Work conforms to CITTERIO USA’s specifications, Supplier’s quotation or proposal, andSupplier’s brochures or catalogs, and if none of the foregoing is applicable, then such Work is suitablefor the intended use;(vii) all Work will be of good material and workmanship, free from defects in material, design andworkmanship;(viii) all Work will be merchantable and fit for the particular purposes of CITERRIO USA, and will complywith all applicable laws and regulations;
8.2 CITTERIO USA warrants and represents to Supplier that it has the full power to enter into thePurchase Order and to perform its obligations under the Purchase Order.

9. ASSIGNMENT AND SUBCONTRACTING

9.1 Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Orderwithout CITTERIO USA’s prior written consent, which CITTERIO USA will not unreasonably withhold.CITTERIO USA may, at its option, void any attempted assignment or delegation undertaken withoutCITTERIO USA’s prior written consent.
9.2 Supplier may not subcontract any of its rights or obligations under the Purchase Order withoutCITTERIO USA’s prior written consent. If CITTERIO USA consents to the use of a Subcontractor, Supplierwill: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii)indemnify CITTERIO USA for all damages and costs of any kind, subject to the limitations in Section 12(Indemnification), incurred by CITTERIO USA or any third party and caused by the acts and omissions ofSupplier’s Subcontractors; and (iii) make all payments to its Subcontractors. If Supplier fails to timely paya Subcontractor for work performed, CITTERIO USA will have the right, but not the obligation, to pay theSubcontractor and offset any amount due to Supplier by any amount paid to the Subcontractor. Supplierwill defend, indemnify, and hold CITTERIO USA harmless for all damages and costs of any kind, withoutlimitation, incurred by CITTERIO USA and caused by Supplier’s failure to pay a Subcontractor.
9.3 To the extent allowed by applicable law, no person who is not a party to Purchase Order shall beentitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation,custom or otherwise.

10. TERM AND TERMINATION

10.1 The term of the Purchase Order will be as stated on the face thereof. The Purchase Order willremain in effect with respect to any SOW already issued prior to expiration of the term of the PurchaseOrder until such SOW is either terminated or the Work is completed and accepted.
10.2 CITTERIO USA may terminate this Purchase Order, any SOW, or both at any time, for no reason orfor any reason, upon 10 days written notice to Supplier. Upon receipt of notice of such termination,Supplier will inform CITTERIO USA of the extent to which it has completed performance as of the date ofthe notice, and Supplier will collect and deliver to CITTERIO USA whatever Work then exists. CITTERIOUSA will pay Supplier for all Work performed and accepted through the effective date of thetermination, provided that CITTERIO USA will not be obligated to pay any more than the payment thatwould have become due had Supplier completed and CITTERIO USA had accepted the Work. CITTERIOUSA will have no further payment obligation in connection with any termination.
10.3 Either party may terminate the Purchase Order, any SOW or both, immediately by deliveringwritten notice to the other party upon the occurrence of any of the following events: (i) a receiver isappointed for either party or its property; (ii) either makes a general assignment for the benefit of itscreditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy,insolvency, or debtor’s relief law, if such proceedings are not dismissed within 60 days; or (iv) eitherparty is liquidating, dissolving, or ceasing to do business in the ordinary course.
10.4 CITTERIO USA may immediately terminate the Purchase Order upon written notice to Supplier ifthere is a change in ownership representing 30 percent or more of the equity ownership of Supplier.
10.5 Either party may terminate this Purchase Order, any SOW or both, immediately by deliveringwritten notice to the other party for any material breach not cured within 30 days of receipt of notice ofthe breach. CITTERIO USA shall have no further payment obligation to Supplier under any terminatedSOW if CITTERIO USA terminates the SOW under this Section 10.5.
10.6 Any obligations or duties which, by their nature, extend beyond the expiration or termination ofthe Purchase Order shall survive the expiration or termination of the Purchase Order.

11. CONFIDENTIAL INFORMATION AND PUBLICITY

11.1 If CITTERIO USA and Supplier have entered into a Non-Disclosure Agreement (“NDA”) which coversdisclosure of confidential information under the Purchase Order, and if the term of the NDA expiresbefore the expiration or termination of the Purchase Order, then the term of the NDA shall beautomatically extended to match the term of the Purchase Order.
11.2 The parties shall treat the terms, conditions, and existence of the Purchase Order as ConfidentialInformation as defined in the NDA.
11.3 If CITTERIO USA and Supplier have not entered into an NDA, then any and all information disclosedby CITTERIO USA to Supplier is confidential and Supplier agrees not to use or disclose any of thatinformation (except as necessary to fulfill Supplier’s obligations under this Purchase Order) withoutCITTERIO USA’s prior written consent.11.4 Supplier shall obtain CITTERIO USA’s written consent prior to any publication, presentation, publicannouncement, or press release concerning its relationship as a supplier to CITTERIO USA.

12. INDEMNIFICATION

12.1 As used in this Section 12, a “Claim” is any claim, demand, loss, damage, liability, cost, or expense(including professional fees and costs as incurred) for which one party (the “Indemnifying Party”) maybe obligated to defend, indemnify, and hold the other party (the “Indemnified Party”) harmless.
12.2 Supplier shall defend, indemnify, and hold CITTERIO USA harmless from and against any and allClaims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including itsSubcontractors) in the performance of the Work; or (ii) any infringement of a third party’s IntellectualProperty Rights or any other rights.
12.3 Each party will indemnify and hold the other party harmless from and against any and all Claims, asincurred, arising out of any negligent or willful acts or omissions of the Indemnifying Party which resultsin personal injury (including death) or damage to tangible property (not including lost or damaged data).
12.4 The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claimand permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise ofany Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to anyClaim. The Indemnified Party will have no authority to, and shall not, settle any Claim on theIndemnified Party’s behalf without the Indemnified Party’s prior written consent.
12.5 If a third party enjoins or interferes with CITTERIO USA’s use of any Work, then in addition toSupplier’s obligations under Section 12.2, Supplier will use its best efforts to (i) obtain any licensesnecessary to permit CITTERIO USA to continue to use the Work, (ii) replace or modify the Work asnecessary to permit CITTERIO USA to continue to use of the Work, or if (i) and (ii) are not commerciallyreasonable, then (iii) promptly refund to CITTERIO USA the amount paid for any Work for which a thirdparty enjoins or interferes with CITTERIO USA’s use of the Work.
12.6 Nothing in this Section shall limit any other remedy of the parties.

13. LIABILITY

13.1 NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, CITTERIO USA WILLNOT BE LIABLE TO SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER UNDERANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANYAMOUNTS IN EXCESS IN THE AMOUNT CITTERIO USA PAID TO SUPPLIER PURSUANT TO THIS PURCHASEORDER IN THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.
13.2 IN NO EVENT WILL CITTERIO USA BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL,CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THEPURCHASE ORDER, WHETHER OR NOT CITTERIO USA WAS ADVISED OF THEPOSSIBILITY OF SUCH DAMAGE.
13.3 THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANYLIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY’SLIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANYLIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

14. INSURANCE

Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodilyinjury (personal injury) and damage to property in amounts sufficient to protect CITTERIO USA in theevent of such injury or damage, and will be in compliance with any and all laws, regulations, or ordersaddressing the liabilities of an employer to its employees for injuries and disease suffered in connectionwith employment. Supplier further will maintain such additional types and limits of insurance as iscustomary for a company of similar size and similar operations to Supplier in the jurisdiction orjurisdictions in which Supplier’s operations take place.

15. COMPLIANCE WITH LAWS

Supplier represents and warrants that it will comply with all applicable local and national laws andregulations pertaining to its performance of its obligations under this Purchase Order. In particular andwithout limitation, Supplier shall not act in any fashion or take any action that will render CITTERIO USAliable for a violation of any applicable anti-bribery legislation.

16. GOVERNING LAW

The Purchase Order will be construed in accordance with, and all disputes will be governed by, the lawsof the State of Pennsylvania, without regard to its conflict of laws rules. Supplier irrevocably consents tothe personal jurisdiction of the state and federal courts in and for, and irrevocably waives any claim itmay have that any proceedings brought in such courts have been brought in an inconvenient forum.

17. SUPPLIER’S DEFAULT

Supplier shall be in default if any of the following occurs (each, a “Supplier Default”):
17.1 Supplier breaches, repudiates, or threatens to breach any term in the contract evidenced by thisPurchaser Order or in any other agreement between Supplier and CITTERIO USA;
17.2 Insolvency of Supplier or filing of a voluntary or involuntary petition in bankruptcy with respect toSupplier;
17.3 Appointment of a receiver or trustee for Supplier; or
17.4 Execution of an assignment for the benefit of creditors of Supplier.

18. CITTERIO USA’S REMEDIES

In the event of a Supplier Default, CITTERIO USA may, in addition to any other rights granted hereunder,exercise any remedies available under applicable law, including but not limited to:
18.1 Supplier’s immediate correction, repair, or replacement of the Work at Seller’s expense;
18.2 CITTERIO USA may suspend payments, suspend performance, or cancel all or any part of thebalance of any contract with Supplier; and
18.3 Supplier shall reimburse CITTERIO USA for any and all damages suffered due to Supplier’s breach,including but not limited to incidental, consequential and other damages, as well as lost profits, actualattorney fees, and court costs.

19. GENERAL

19.1 Any notice to be given under the Purchase Order will be in writing and addressed to the party atthe address stated in the front of the Purchase Order. Notices will be deemed given and effective (i) ifpersonally delivered, upon delivery; (ii) if sent by an overnight service with tracking capabilities, uponreceipt; (iii) if sent by fax or electronic mail, at such time as the party which sent the notice receivesconfirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registeredmail, within five days of deposit in the mail.
19.2 If there is a conflict between or among the Purchase Order and any documents attached to andincorporated by reference, the conflict will be resolved as follows:
19.2.1 A conflict between the terms of the Purchase Order and those set forth in an exhibit or hyperlinkwill be resolved in favor of the Purchase Order.
19.2.2 A conflict between the terms of the Purchase Order and those set forth in an SOW will beresolved in favor of the SOW.
19.2.3 A conflict between the terms of an exhibit or hyperlink and those set forth in an SOW will beresolved in favor of the SOW.
19.3 If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal,invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of thePurchase Order will not be affected or impaired, and all remaining terms of this Purchase Order remainin full force and effect, provided that this provision shall not be applied to defeat the intent of theparties.
19.4 A party’s election not to insist on strict performance of any requirement of the Purchase Order willnot operate or be construed to waive any future omission or breach, or any other provision of thePurchase Order.