TERMS AND CONDITIONS OF SALE
Piezo Motor Company
1. Scope. These Terms and Conditions of Sale (“Terms of Sale”) (together with the Privacy Notice (“Privacy Notice”)) apply to all Products (as defined below) provided by Piezo Motor Company LLC, a Florida limited liability company, with offices at, 2500 N. Military Trail, Suite 460, Boca Raton, FL 33431, USA. (“Piezo”) to Customer (as defined below). These Terms of Sale apply notwithstanding any terms and conditions contained in, referenced in, or accompanying any Purchase Order (as defined below). Any acceptance of a Purchase Order by Piezo is expressly conditioned on Customer’s assent to the terms of these Terms of Sale, including, without limitation, any terms and conditions herein that are different from or not contained in such Purchase Order. Any terms and conditions contained in a Purchase Order that are different from or in addition to the terms and conditions of these Terms of Sale or any terms in Piezo’s Order Confirmation (as defined below) are expressly rejected by Piezo. No conduct by Piezo, including, without limitation, provision, shipment, or delivery of any Products, will constitute, or be construed to constitute, Piezo’s assent to or recognition of an agreement containing terms and conditions that are different from or are not contained in these Terms of Sale or Piezo’s Order Confirmation.
2. Definitions. As used in these Terms of Sale, capitalized Terms will have the meaning assigned to them in this Section 2 or elsewhere in these Terms of Sale.
2.1. “Customer” means the person or entity purchasing Products from Piezo identified in the Order Confirmation.
2.2. “Intellectual Property Rights” means any and all patent and patent rights; rights in trade secrets, know-how, and other confidential information; copyrights and similar rights; trademarks and other rights relating to designations of source or origin; and any other intellectual or industrial property rights.
2.3. “Order Confirmation” means an express written acceptance by Piezo of a Purchase Order and provided by Piezo to Customer.
2.4. “Party” or “Parties” means, as applicable, Piezo and/or Customer.
2.5. “Products” means Piezo’s hardware products provided under these Terms of Sale, together with any accompanying instructions, manuals, and other documentation provided by Piezo with the foregoing (“Documentation”).
2.6. “Purchase Order” means an express written order of Products provided by Customer to Piezo.
2.7. “Quote” means a written description of Products, together with related terms and information (which may include, for example, technical information, specifications, proposed delivery schedule, and/or proposed Prices), provided by Piezo to Customer (whether in response to a request for a quote or proposal or otherwise).
3. Purchases.
3.1. Quotes and Purchase Orders. Piezo may provide a Quote to Customer. All Quotes are non-binding and are subject to, and incorporate by reference, the terms and conditions of these Terms of Sale. Quotes are an invitation to the Customer to submit a Purchase Order to purchase Products in accordance with the terms and conditions of the Quote. In no event will a Quote constitute, or be deemed to constitute, an offer by Piezo to enter into a contract. Customer may order Products by submitting a Purchase Order to Piezo. All Purchase Orders will (a) be consistent with the Quote, (b) be subject to the terms and conditions of these Terms of Sale, (c) not contain or be subject to any terms or conditions that are different from, inconsistent with, or in addition to the terms and conditions of these Terms of Sale and the terms of any applicable Quote, and (d) signed by an authorized representative of Customer. If the Purchase Order is in response to a Quote, the Purchase Order will indicate the date and identification number of the applicable Quote. No Purchase Order will be binding on Piezo unless and until accepted by Piezo in an Order Confirmation. Piezo will be under no obligation to accept any Purchase Order.
3.2. Acceptance and Changes. Piezo will notify Customer of its acceptance of any Purchase Order within 30 days from Piezo’s receipt thereof by providing an Order Confirmation. Purchase Orders not accepted by Piezo in an Order Confirmation within such 30 day period will be deemed rejected. All Order Confirmations are subject to, and incorporate by reference, the terms and conditions of these Terms of Sale. Any requested change by Customer to a Purchase Order must be mutually agreed upon in writing by the Parties and may require a change in Prices reflecting the inclusion, deletion, or substitution of Products, as well as Piezo’s costs of processing such change. Piezo reserves the right, at any time, to make alterations in design, form, functionality, and scope of the Products, to recall Products, and to discontinue its offering of any Products. Piezo will use reasonable efforts to notify Customer of any changes to the Product.
4. Payments and Payment Terms.
4.1. Prices. Products provided under these Terms of Sale are offered at Piezo’s then-current applicable list prices and fees at the time of acceptance of the Purchase Order or at such other prices and fees as may be expressly agreed by Piezo in its Order Confirmation (“Prices”). Piezo reserves the right to change its list prices and fees at any time without notice to Customer. All Prices are based on delivery [Ex-Works (as such term is defined in the Incoterms 2020) Piezo’s applicable warehouse or facility]. Any other delivery terms shall be subject of negotiation. In addition to the Prices, Customer will be responsible for, and will pay to or reimburse Piezo for, (a) all applicable costs and expenses for packaging, shipping, handling and insurance, and (b) any and all taxes, levies, tariffs and fees imposed by any federal, state, local, or foreign authorities (including, but not limited to, sales, use, excise, and value-added taxes, custom duties, and similar tariffs and fees) based upon any payments, fees, or transactions under these Terms of Sale, or levied upon or assessed against Products.
4.2. Withholding. Except as provided below, all amounts payable hereunder by Customer will be made without deduction or withholding for or on account of any tax, deduction, or other charge by any taxation authority. If Customer is required by law to deduct or withhold any amount from or in respect of any payments to Piezo hereunder as Piezo foreign source income, then (a) Customer will pay the relevant taxation authority the minimum amount necessary to comply with the applicable law, (b) Customer will make such payment prior to the date on which interest or penalty is attached thereto, (c) provide to Piezo evidence and receipts of such payment and provide all documents, cooperation, and assistance reasonably requested by Piezo to obtain an exemption, refund, or tax credit for the withheld amounts.
4.3. Payment Terms. Piezo may invoice Customer for the Prices for the Products on or at any time after the date Piezo ships or otherwise provides access to the Products. Unless expressly agreed otherwise in writing by the Parties, all payments to be made by Customer hereunder will be due and payable within 30 days from the date of Piezo’s invoice therefor. All payments hereunder will be made in United States Dollars by wire transfer to the bank account designated by Piezo or as otherwise specified in Piezo’s Order Confirmation or invoice. No payment hereunder will be deemed made unless and until the full amount due has been irrevocably credited to Piezo’s designated bank account.
4.4. Interest. Interest on any late payments or default on payment will accrue at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until such amount is paid in full.
4.5. No Set-Off. All payments due to Piezo hereunder will all be made without deduction or set-off, and Customer will have no right to deduct or set-off amounts from payments due to Piezo hereunder, of any kind or nature whatsoever.
4.6. Other Rights. Piezo reserves the right to establish credit limits, and to delay shipment or performance pursuant to these Terms of Sale, or require alternate terms and conditions of payment, if any payments to be made by Customer hereunder are past due. Customer will reimburse Piezo for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.
5. Shipment and Delivery.
5.1. Delivery; Risk of Loss. All shipments of Products will be Ex-works (as such term is defined in the Incoterms 2020) Piezo’s applicable warehouse or facility]. Piezo will package and prepare Products for shipment and storage in accordance with Piezo’s standard commercial practices. Unless expressly agreed otherwise in writing, Piezo will ship Products using a suitable carrier of its choice. Shipping dates will be as agreed by Piezo in its Order Confirmation. Shipping dates will be approximate only, and Piezo will not be responsible for any failure to meet any specified shipping date as long as Piezo uses commercially reasonable efforts to ship the Products by such date. Products will be deemed delivered upon provision of Products to the carrier (“Delivery”). In the event Piezo is unable to ship Products (or a portion thereof) by the agreed shipping date, Customer will grant Piezo a reasonable additional period for shipment of the Products (or such portion). In the event Piezo is unable to ship Products (or such portion) by the end of such additional period, unless the Parties agree otherwise, Customer may cancel the applicable Purchase Order by giving Piezo written notice of such cancellation no later than 5 days after the end of such additional period, provided that in the event of partial Delivery, Customer may cancel the Purchase Order only with respect to the portion of Products that was not Delivered, unless the partial Delivery has no reasonable commercial use for Customer. Upon such cancellation Piezo will refund to Customer any payments actually received by Piezo for such cancelled Purchase Order (or portion thereof). Risk of loss will pass to Customer upon Delivery.
5.2. Storage. If Customer fails to take possession of tangible Products made available by Piezo in accordance herewith, Piezo may charge Customer a storage fee at the rate of 0.5 % of the applicable Prices for such Products per month (or part thereof).
5.3. Inspection and Acceptance. Customer will inspect Products for any failure of such Products to comply with the requirements set forth in these Terms of Sale (“Defect”) promptly upon, but in any event no later than 5 days from receipt of the Products (“Inspection Period”). In the event of a Defect, and provided that the Defect existed at the time of Delivery, Customer may reject the applicable Defective Products by giving written notice thereof to Piezo specifying the Defect and including appropriate information evidencing such Defect. Any Products not so rejected within the Inspection Period will be deemed accepted. Customer will provide full access to Piezo and its representatives to such Products, and any related information, records, and documents, in order for Piezo to verify any Defects and the cause thereof. In the event of a rightful rejection in accordance with the foregoing, Piezo will use commercially reasonable efforts to ship non-Defective Products within a reasonable period of time from Piezo’s receipt of the notice of rejection. If Piezo fails to ship non-Defective Products by the end of such additional period, unless the Parties agree otherwise, Customer may cancel the applicable Purchase Order by giving Piezo written notice of such cancellation no later than 5 days after the end of such additional period. Customer may cancel the Purchase Order only with respect to the portion of Products that was not so delivered unless partial delivery has no reasonable commercial use for Customer. Upon such cancellation, Customer will request a return authorization from Piezo and, upon receipt thereof, return all such Products in accordance therewith to Piezo. Upon receipt of such returned Products Piezo will refund to Customer any payments actually received by Piezo for such cancelled Purchase Order (or portion thereof).
5.4.
5.5. Software. To the extent that any software is embedded in or provided with a Product (the “Software”), the Software is licensed as set forth herein and not sold. Subject to the terms and conditions of these Terms of Sale, Piezo hereby grants Customer a limited, non-exclusive, non-transferable right to execute such Software as provided to Customer and solely in connection with the Product for its intended use. Customer may not at any time, and will not permit any other person or entity to, directly or indirectly: (a) use the Software for any purpose other than as described in this Section 5.4 in connection with the Product purchased by Customer and as permitted under applicable laws and regulations; (b) copy, sell, rent, sublicense, transfer or distribute any portion of the Software; and (c) reverse engineer, decompile, disassemble, modify, create derivative works, or remove copyright or other proprietary notices from any portion of the Software. Mandatory non-waivable rights that Customer may have under applicable law are not affected by the foregoing. Customer agrees and acknowledges that Piezo (or its suppliers or licensors, as applicable) owns and will retain all right, title and interest in and to the Software (including any copies, portions, extracts and derivatives thereof) and any and all Intellectual Property Rights throughout the world relating thereto.
5.6. No Other Rights. Except for the limited rights expressly granted herein, nothing in these Terms of Sale will grant or otherwise confer, or be construed to grant or otherwise confer, upon Customer any right, title, interest, or license in, to, or under any Intellectual Property Rights of Piezo, whether express, by implication, estoppel, or otherwise, and all such right, title and interest will be and remain the sole and exclusive property of Piezo.
6. Other Obligations and Limitations.
6.1. Product Use. Customer will ensure that all Products are handled and operated in accordance with the Documentation and Piezo’s then-current guidelines and standards. Customer will not modify Products in any way, or bundle or combine Products with other products without the express prior written consent of Piezo or as expressly permitted in the Documentation. Customer assumes all risk and responsibility for the Products’ suitability for Customer’s needs and requirements and for providing the required operating conditions and environment for the Products.
6.2. Compliance with Law. Customer will comply with all applicable international, national, state, regional and local laws and regulations, including without limitation any import or export control regulations, in performing its obligations hereunder and in with respect to the Products.
6.3. No Use for High-Risk Applications. Products are not designed or intended to be fail-safe, or for use in any application requiring fail-safe performance, such as life-support or safety devices or systems, medical devices, nuclear facilities, applications related to the deployment of airbags, or any other applications that could lead to death, personal injury or severe property or environmental damage, or for use in any applications related to the control or operation of vehicles, aircrafts, or other transportation systems (collectively, “High-Risk Applications”). Customer assumes the sole risk and liability of, and will indemnify and hold harmless Piezo from any claims, losses, and liabilities arising in connection with, any use of Products in High-Risk Applications.
7. Warranties
7.1. Customer Warranty. Subject to Sections 7.2 through 7.4, Piezo warrants, only to Customer that at the time of Delivery and for One year (1) thereafter, the Products are free from material defects in material and workmanship and substantially conform with the specifications set forth in the Documentation (“Warranty”). The Warranty is extended, and confers rights and benefits, only to Customer.
7.2. Exclusions. The Warranty does not apply, and is void, in the event of (a) improper use, operation, maintenance, handling or repairs, or any failure to comply with handling and operation instructions provided by Piezo or set forth in the applicable Documentation, including any use in High-Risk Applications, (b) modifications, (c) misuse, abuse, accident, neglect, (d) fire, flood, lightning, earthquake, or other natural disasters or environmental conditions, (e) power failures, operation with an incorrect power source, or operation in unsuitable environmental conditions, (f) normal wear and tear, (g) defects resulting from operation with non-Piezo products or components, and (h) any Products being provided free of charge or for trial or evaluation purposes. Piezo does not warrant that the Products will operate in combination with other hardware, software, systems, or data not provided by Piezo and specifically qualified by Piezo for use in combination with the Products, or that the operation of the Products will be uninterrupted or error-free.
7.3. Remedies. In the event of a breach by Piezo of the Warranty, and provided Customer notifies Piezo of such breach within the applicable Warranty period, Piezo will, at its discretion, repair or replace such affected Products, or, if Piezo determines such repair or replacement is not feasible, refund the Prices paid for such affected Product. The foregoing sets forth Piezo’s sole and exclusive obligation and liability, and Customer’s sole and exclusive right and remedy, in the event of any breach of the Warranty or other Defect of any Products. Any replacement Products are subject to the Warranty to the same extent as the original Product for the remainder of the original Warranty period.
7.4. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY AS EXPRESSLY SET FORTH IN SECTION 7.1, (A) PIEZO DOES NOT MAKE ANY REPRESENTATIONS OR EXTEND ANY OTHER WARRANTIES IN CONNECTION WITH THESE TERMS OF SALE OR WITH RESPECT TO THE PRODUCTS, AND (B) PIEZO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
7.5. Software. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER AGREES AND ACKNOWLEDGES THAT THERE IS NO WARRANTY OR ASSURANCE THAT ANY SOFTWARE WILL BE FREE FROM DEFECTS OR ERRORS, OR OPERATE OR PERFORM WITHOUT FAILURE OR INTERRUPTION, AND THAT THERE IS NO WARRANTY OR ASSURANCE THAT ANY DEFECTS OR ERRORS, OR ANY FAILURE OR INTERRUPTION IN OPERATION OR PERFORMANCE WILL BE CORRECTED.
8. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PIEZO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR LOSS OF USE OR DATA, IN CONNECTION WITH THE PRODUCTS, THESE TERMS OF SALE, OR THE PARTIES’ ACTIVITIES RELATING HERETO, EVEN IF PIEZO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PIEZO’S AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF SALE OR THE PARTIES’ ACTIVITIES RELATING HERETO EXCEED THE PRICES ACTUALLY RECEIVED BY PIEZO FROM CUSTOMER UNDER THESE TERMS OF SALE.
9. Indemnification.
9.1. Indemnity. Piezo will indemnify and, at its election, defend Customer from and against any third-party claim alleging that the Products alone, and not in combination with anything else, and used in accordance with these Terms of Sale misappropriates, infringes or violates a third party’s Intellectual Property Rights, provided that Customer (a) promptly notifies Piezo in writing of the claim; (b) grants Piezo sole control of the defense and settlement of the claim; and (c) provides Piezo with all assistance, information and authority reasonably required for the defense and settlement of the claim. The foregoing states Customer’s sole and exclusive remedy, and Piezo’s sole and exclusive obligation and liability for claims of misappropriation, infringement, or violation of a third party’s Intellectual Property Rights by any Product.
9.2. Exclusions. Notwithstanding Piezo’s obligations in Section 9.1, Piezo has no obligation to indemnify or defend the following claims: (a) those attributable in whole or in part to any modification by anyone other than Piezo or any unauthorized use of the Products, including any use in High-Risk Applications; (b) those including an allegation that Piezo, Customer, or a Product indirectly infringes, including by inducing or contributing to another’s infringement; (c) any claim (such as a counterclaim) that was made in response to a suit or proceeding first filed by Customer alleging patent infringement; and (d) those alleging that Customer willfully infringed.
10. Termination
10.1. Material Breach. If either Party materially breaches any of its obligations under these Terms of Sale, the non-breaching Party, at its option, will have the right to terminate these Terms of Sale by written notice to the other Party, if such other Party does not cure such breach within thirty (30) days after being notified of such breach by the non-breaching Party. Notwithstanding the generality of the foregoing, the Parties acknowledge and agree that failure to pay any amounts owed according to the terms and conditions hereof by any Party will constitute a material breach of these Terms of Sale. Notwithstanding anything in the foregoing, in the event Customer is in breach of these Terms of Sale, Piezo may suspend its performance of any and all of its obligations hereunder.
10.2. Insolvency Event. Either Party may immediately terminate these Terms of Sale by giving written notice to the other Party if such other Party becomes subject of an Insolvency Event. “Insolvency Event” means (a) the appointment of a trustee, receiver or custodian for all or substantially all of the property of a Party, or for any lesser portion of such property which appointment is not dismissed within 30 days; (b) the determination by a court or tribunal of competent jurisdiction that a Party is insolvent such that such Party’s liabilities exceed the fair market value of its assets; (c) the filing of a petition for relief in bankruptcy by a Party on its own behalf, or the filing of any such petition against such Party if the proceeding is not dismissed or withdrawn within 30 days thereafter; (d) an assignment by a Party for the benefit of creditors; or (e) the dissolution or liquidation of, or cessation of business in the ordinary course by a Party; or (f) the inability or failure of Customer to pay its debts as they become due.
10.3. Effect of Termination; Survival. Upon any termination of these Terms of Sale all rights and obligations of the Parties under these Terms of Sale will terminate, provided that expiration or termination will not affect any rights accrued prior to such termination or expiration, subject to the terms and conditions of these Terms of Sale. Notwithstanding the foregoing, Sections 1, 2, 4, 6, 7.2, 7.4, 7.5, 8, 10.3, and 11 will survive, to the extent applicable, any termination of these Terms of Sale. In addition, and notwithstanding anything to the contrary in these Terms of Sale, all Prices and other payments for Products actually shipped to Customer or ordered before any termination of these Terms of Sale will be paid immediately upon such termination. Neither Party will incur any liability to the other solely on account of the termination of these Terms of Sale.
11. General Provisions
11.1. Privacy Notice. Please review our Privacy Notice for information on how Piezo collects, uses and shares Customer’s information.
11.2. Notices. Any notice, request, demand, or other communication required or permitted hereunder will be in writing and will be deemed to be properly given upon the earlier of (a) actual receipt by the addressee or (b) 3 business days after being sent via private industry courier.
11.3. Assignment. Customer will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Terms of Sale or any of its rights or obligations under these Terms of Sale without the prior written consent of Piezo. Any purported assignment, sale, transfer, delegation, or other disposition, except as expressly permitted herein, will be null and void. Piezo will have the right to freely assign and delegate these Terms of Sale or any of its rights and obligations hereunder, as long as the assignee party assumes Piezo’s obligations hereunder, in which case Piezo will be deemed released and such assignment will constitute a novation. Subject to the foregoing, these Terms of Sale will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.
11.4. Governing Law. These Terms of Sale are to be construed in accordance with and governed by the laws of the State of Florida without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Florida to the rights and duties of the Parties, and, to the extent federal law is applicable, the laws of the United States of America without giving effect to any choice of law rule that would cause the application of the laws of any other country. The United Nations Convention on the International Sale of Goods (CISG) will not apply. Customer hereby submits to the non-exclusive jurisdiction of the federal and state courts in Boca Raton, Florida, and Customer hereby waives any objections to the jurisdiction of such courts and any assertion that such courts are an inconvenient forum.
11.5. Waiver. The waiver by either Party of a breach of or a default under any provision of these Terms of Sale will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of these Terms of Sale, nor will any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
11.6. Severability. If any term, clause, or provision of these Terms of Sale will be determined to be invalid, the validity of any other term, clause or provision will not be affected, and such invalid term, clause or provision will be deemed deleted from these Terms of Sale.
11.7. Relationship of the Parties. These Terms of Sale will not be construed as creating an agency, partnership, joint venture, franchise, or any other form of association, for tax purposes or otherwise, between the Parties; the Parties will at all times be and remain independent contracting entities and neither Party nor its agents have any authority of any kind to bind the other Party in any respect whatsoever. The Parties agree and acknowledge that Customer is not, and will not be deemed to be, an agent, sales-representative, franchisee, or distributor of Piezo or with respect to the Products.
11.8. Force Majeure. Piezo will not be liable for any failure to deliver or delay in delivery, of Products, caused by circumstances beyond its reasonable control which make such performance commercially impracticable, including, but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, terrorism, rebellion, insurrection, sabotage, pandemic, epidemic, quarantine restriction, public health conditions or emergencies, labor disputes, labor shortages, embargoes, or failure or delays in transportation, inability to secure raw materials or machinery, acts of God, acts of any national state, provincial or local government authority, whether or not valid, and judicial action, whether or not valid.
11.9. Confidentiality. In connection with these Terms of Sale, including the delivery of Products, Piezo may provide to Customer, or Customer may otherwise observe, obtain, or have access to, non-public data, materials, and other information of Piezo (including, without limitation, technical data, know-how, trade secrets, specifications, and business information, including with respect to pricing, future products, and the like) (“Confidential Information”). Customer will hold Confidential Information in strict confidence and will not disclose it to any third party except to such employees of Customer who need to have access and who are bound in writing by confidentiality obligations at least as protective of the Confidential Information as those contained herein. Customer will not use Confidential Information for any purpose other than as necessary for Customer’s use of the Products provided by Piezo to Customer under these Terms of Sale, in accordance with these Terms of Sale. Customer will exercise the same care that it exercises to protect its own confidential and proprietary information of similar importance, but in no event less than reasonable care, to avoid unauthorized use or disclosure of Confidential Information.
11.10. U.S. Government End Users. Software and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in these Terms of Sale.
11.11. Export Laws. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Products, Software, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
11.12. Entire Agreement. These Terms of Sale constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, and agreements relating to the subject matter of these Terms of Sale. No amendment or modification of any provision of these Terms of Sale will be effective unless in writing and signed by the duly authorized representatives of Piezo and Customer.