1. Governing Terms and Conditions: The terms and conditions set forth in this document are intended to establish standard terms and conditions for all sales of products (“Products) and provision of services (“Services”) by Avid Product Development, LLC and its subsidiaries and affiliates (collectively, “Avid”) to the purchaser (“Buyer”) unless otherwise provided in a written agreement signed by and between Avid and Buyer. This document, together with the quotations, order confirmations, invoices and product specifications (“Product Specifications”) set forth in such documents (and all supplements and attachments thereto issued by Avid from time to time) shall constitute the entire agreement (“Agreement”) between Avid and Buyer for each such sale of Products and provision of Services. In the event of any inconsistency between these standard terms and conditions and the provisions on the quotation, order confirmation or invoice or on any supplement or attachment thereto, the provision contained on the quotation, order confirmation or invoice or on such supplement or attachment shall control. Additional or different terms provided in Buyer’s purchase order or any other Buyer documentation which vary in any degree from any of the terms herein are hereby objected to and rejected. If this Agreement shall be deemed an acceptance by Avid in response to an offer by Buyer and if any terms herein are additional to or different from any terms of such offer, then the issuance of this Agreement (including, without limitation, the attachment of these standard terms and conditions to any Avid quotation, order confirmation or invoice or the incorporation by reference of these standard terms and conditions into any Avid quotation, order confirmation or invoice) by Avid shall constitute an acceptance expressly conditioned upon Buyer’s assent to all of the terms and conditions of this Agreement. Any conduct by Buyer (including, without limitation, payment for, or use of, the Products or Services) which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Buyer of this Agreement and all of its terms and conditions.
2. Payment: Subject to on-going credit approval by Avid, the terms of payment shall be net thirty (30) days from date of invoice, and Buyer’s payment shall be cash in United States funds payable pursuant to Avid’s instructions. All prices and fees exclude: sales, use, franchise, license, excise and other taxes in respect of manufacture, sale or delivery of the Products and the performance of the Services furnished hereunder; and export or import duties and inspection fees, and all interest and penalties thereon, all of which shall be paid by Buyer unless a proper exemption certificate is furnished. If Buyer shall fail to pay and discharge any such amounts when due, Avid may at its option, pay the same, in which event Buyer shall promptly reimburse Avid for such sums paid. Avid reserves the right to withhold shipment for Buyer’s: (a) late payment; (b) non-payment; and (c) failure to provide assurances of payment upon request by Avid. Any payment that is not received by the date required herein will accrue interest at a rate of ten percent (10%) of the outstanding balance per annum, or the maximum rate allowed by applicable Laws (as defined below), whichever is lower, from the date such payment is due until the full invoiced amount and accrued interest is fully paid. In addition, Buyer shall be responsible for Avid’s collection costs and attorneys’ fees in collecting any past due amounts. AVID’S AGREEMENT TO THE PRICING AND FEES SET FORTH IN THIS AGREEMENT REFLECTS THE INDEMNITY OBLIGATIONS AND ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT.
3. Delivery, Title and Risk of Loss: Unless otherwise agreed in writing, delivery of the Products will be Free Carrier (FCA) Avid’s manufacturing facility. Buyer assumes all responsibility for risk of loss of, or damages to or caused by, the Products furnished hereunder, upon delivery. Title to the Products will transfer to and vest in Buyer at the same time that risk of loss transfers to Buyer, to the extent permissible by applicable Laws. The term Free Carrier (FCA) will have the meaning given to it by INCOTERMS® 2020 as published by the International Chamber of Commerce except that Buyer shall have the obligation to obtain any export license or authorization required if the Products are to be exported. Delivery and performance dates are approximate and subject to confirmation by Avid. If Buyer delays shipment, payments are to be made as specified and the Products furnished hereunder will be held at Buyer’s risk and subject to reasonable storage charges.
4. Avid Warranties:
(a) Products. Avid warrants to Buyer that at the time of delivery: (1) the Products sold hereunder will conform in all material respects to the Product Specifications set forth in this Agreement; (2) Avid has good title to such Products; and (3) such Products are free and clear of all liens and encumbrances created by Avid. Notwithstanding anything to the contrary, Buyer’s sole and exclusive remedy, and Avid’s sole and complete obligation, for any breach or default of the Products warranty will be limited, in Avid’s sole discretion, to replacement at Buyer’s installation of any defective Products or refund of the purchase price thereof. Buyer shall not return Products unless authorized in advance in writing by Avid. Avid shall have the right to inspect the Products at Buyer’s installation. Buyer’s failure to give written notice that Products are non-conforming within thirty (30) days of delivery will constitute a waiver by Buyer of all warranty claims. Notwithstanding the foregoing warranties and remedies, Avid shall have no obligation hereunder if the Products become defective as a result of improper storage, contamination, adulteration, improper use or misapplication after delivery thereof to Buyer or once the Products are put to productive use (including, without limitation, cleaning, repackaging, testing, modifying, combining with other parts, products or substances, altering or processing) or sold. The above warranties extend only to Buyer.
(b) Services. Avid warrants to Buyerthat at the time of delivery: (1) the Services provided hereunder will conform in all material respects to the Services requirements set forth in this Agreement; and (2) be performed on a best efforts basis, with success not guaranteed. Notwithstanding anything to the contrary, Buyer’s sole and exclusive remedy, and Avid’s sole and complete obligation, for any breach or default of the Services warranty will be limited, in Avid’s sole discretion, to perform (if not yet performed) or re-perform (if performed) the applicable obligation or responsibility. The above warranties extend only to Buyer.
(c) Disclaimers. EXCEPT AS EXPRESSLY SET FORTH, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS”, “WHERE-IS” “WITH ALL FAULTS” BASIS. THERE IS NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, NOR OTHER WARRANTY (EXPRESS, IMPLIED OR STATUTORY) BY AVID. BUYER ACKNOWLEDGES THAT IT IS PURCHASING THE PRODUCTS AND PROCURING THE SERVICES SOLELY ON THE BASIS OF THE COMMITMENTS OF AVID EXPRESSLY SET FORTH HEREIN. FOR PURPOSES OF CLARITY, AVID MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES WHATSOEVER (EXPRESS, IMPLIED OR STATUTORY) IN ANY WAY RELATING TO: (A) THE RESULTS BUYER OR ANY THIRD PARTY MIGHT OBTAIN IN ANY PARTICULAR APPLICATION FROM ANY PRODUCTS PROVIDED OR SERVICES PERFORMED BY AVID; OR (B) THE COMPLIANCE OF THE PRODUCTS PROVIDED OR SERVICES PERFORMED BY AVID WITH LAWS IN ANY PARTICULAR TERRITORY.
5. Buyer Warranties: Buyer represents and warrants that: (a) it has all intellectual property rights necessary or appropriate for the Products and Product Specifications, and the Products and Product Specifications (if provided by Buyer) do not and will not infringe the intellectual property rights of any third party (whether in patent, trademark, copyright, trade secret or otherwise); (b) it has conducted such due diligence, research and testing as is necessary and prudent to ensure that the Products provided and the Services performed by Avid will fulfill Buyer’s intended purposes and will be safe for use by the end use customers; (c) as ordered, the Products and Services, will comply with all applicable Laws; (d) it will not use, or allow the use, of the Products or the Services directly or indirectly for the development, design, manufacture or production of nuclear weapons, missiles, chemical or biological weapons, explosives, firearms or any item(s) listed on the US Munitions List (“Prohibited Use”); and (e) it is not acting as a prime contractor or subcontractor pursuant to a government contract which is in any way related to the Products provided or Services performed under this Agreement and that there are no flow-down Laws (including, without limitation, Federal Acquisition Regulations or Defense Federal Acquisition Regulations) which are in any way related to the Products provided and Services performed under this Agreement.
6. Indemnification: NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, AVID SHALL NOT BE LIABLE TO BUYER FOR, AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS AVID AND ITS RESPECTIVE SHAREHOLDERS, SUBSIDIARIES AND AFFILIATES (INCLUDING, WITHOUT LIMITATION, THE LUBRIZOL CORPORATION, INC. AND BERKSHIRE HATHAWAY, INC.), THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES, AND THE SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY, THE “AVID INDEMNIFIED PARTIES”), FROM AND AGAINST, ALL OR ANY PART OF ANY CAUSES OF ACTION, CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) (COLLECTIVELY “CLAIMS”) FOR INJURY, ILLNESS OR DEATH TO PERSONS (INCLUDING, WITHOUT LIMITATION, THE END USE CUSTOMERS OF THE PRODUCTS) AND DAMAGES TO OR LOSS OF PROPERTY (INCLUDING, WITHOUT LIMITATION, THAT OF BUYER OR THIRD PARTIES) ARISING OUT OF, CONNECTED WITH OR RESULTING FROM: (a) THE PRODUCTS (INCLUDING, WITHOUT LIMITATION, THE PRODUCT SPECIFICATIONS) OR THE SERVICES; (b) BUYER’S BREACH OR DEFAULT UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, A BREACH OR DEFAULT OF OR UNDER SECTION 5; OR (c) BUYER’S PURCHASE, OWNERSHIP, TRANSPORTATION, RECEIPT, HANDLING, STORAGE, CLEANING, REPACKAGING, TESTING, MODIFYING, COMBINING WITH OTHER PARTS, PRODUCTS OR SUBSTANCES, PROCESSING, ALTERATION, USE, DISPOSAL OR RESALE OF THE PRODUCTS, ALONE OR IN COMBINATION WITH OTHER PARTS, PRODUCTS OR SUBSTANCES OR IN THE OPERATION OF ANY PROCESS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE INDEMNITY OBLIGATIONS IN THIS SECTION 6 AND THE ALLOCATION OF RISK IN THIS AGREEMENT ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH AVID WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
7. Limitations of Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS: (a) AVID SHALL NOT BE LIABLE TO BUYER IN ANY CLAIMS (AS DEFINED ABOVE) FOR LOST PROFITS; FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR STATUTORY DAMAGES; FOR PENALTIES OR LIQUIDATED DAMAGES; OR FOR COSTS OF LITIGATION (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THIS AGREEMENT, WHETHER THE ACTION IN WHICH RECOVERY OF DAMAGES IS SOUGHT IS BASED UPON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, THE SOLE, CONCURRENT OR OTHER NEGLIGENCE, WHETHER ACTIVE OR PASSIVE, AND STRICT LIABILITY OF AVID), STATUTE OR OTHERWISE, EVEN IF AVID HAS BEEN ADVISED OF SUCH POSSIBILITY OF SUCH DAMAGES; (b) AVID’S LIABILITY FOR ANY CLAIMS OF ANY KIND, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THIS AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, WILL IN NO CASE EXCEED (AT AVID’S SOLE DISCRETION) AS TO PRODUCTS, THE PURCHASE PRICE ALLOCABLE TO THE PRODUCTS OR UNIT THEREOF WHICH GIVES RISE TO THE CLAIMS OR THE REPLACEMENT OF SUCH DEFECTIVE PRODUCTS OR SUCH UNIT THEREOF BY AVID, OR AS TO SERVICES, THE FEES ALLOCABLE TO THE SERVICES OR PORTION THEREOF WHICH GIVES RISE TO THE CLAIMS OR THE REPERFORMANCE OF SUCH DEFECTIVE SERVICES OR SUCH PORTION THEREOF BY AVID, IN ANY CASE WHETHER THE ACTION IN WHICH RECOVERY OF DAMAGES IS SOUGHT IS BASED UPON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, THE SOLE, CONCURRENT OR OTHER NEGLIGENCE, WHETHER ACTIVE OR PASSIVE, AND STRICT LIABILITY OF AVID), STATUTE OR OTHERWISE; AND (c) FOR UNEXCUSED, UNDELIVERED PRODUCT, AVID’S LIABILITY IS LIMITED TO THE POSITIVE COST DIFFERENCE BETWEEN AVID’S PRICE AND THE LOWEST PRICE OBTAINABLE BY BUYER FROM ANOTHER MANUFACTURER TO MANUFACTURE THE PRODUCT (BASED ON THE RECEIPT OF AT LEAST THREE (3) GOOD FAITH BIDS), BUT NOT TO EXCEED FIVE PERCENT (5%) MORE THAN AVID’S PRICE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 AND IN OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK IN THIS AGREEMENT ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH AVID WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
8. Insurance: During the Term, Buyer shall maintain products liability insurance which will be issued by insurance companies having a financial strength rating of not less than “A” and a financial size of Class XII or higher in the latest version of Best’s Insurance Guide, published by A.M. Best & Company and which provides coverage for the liabilities of Buyer under any of the provisions of this Agreement, with limits at all times of not less than ten million and no/100 dollars ($10,000,000.00) per occurrence. No policy of insurance required by this Agreement will contain a deductible or self-insured retention in excess of one hundred thousand and no/100 dollars ($100,000.00). To the fullest extent permitted by applicable Laws, Buyer shall cause the insurance companies issuing the insurance described in this Section 8 to: (A) name the Avid Indemnified Parties as additional insureds on each policy of insurance required up to the full limits of coverage provided by each policy (including limits greater than the minimum limits required herein); and (B) to waive, or Buyer shall waive on behalf of such insurance companies, all rights of subrogation against, or reimbursement from, the Avid Indemnified Parties. Each policy will include language providing that such insurance: (1) applies separately to each insured or additional insured against whom a claim is made; (2) will respond as primary insurance and will not contribute with any other valid and collectible other insurance (including any deductibles or self-insured retentions) or self-insurance that may be maintained by Avid; and (3) will not contain any cross liability exception or exclusion that would bar claims made by or against an additional insured. Upon execution of this Agreement, Buyer shall furnish Avid with Certificates of Insurance evidencing Buyer’s insurance coverage. Each such Certificate of Insurance will accurately reflect the insurance in place, will be in a form reasonably satisfactory to Avid and will contain language: (a) providing that thirty (30) days written notice (except ten (10) days written notice in the case of non-payment of premium) will be given to Avid prior to expiration of, termination of, or material change in the coverage; provided, however, that if Buyer’s insurer refuses to provide such notice, then Buyer shall provide such notice); (b) confirming that Avid is an additional insured; (c) confirming waiver of subrogation in favour of Avid; and (d) setting forth any deductibles or self-insured retentions. If required by an insurance policy, Buyer shall furnish Avid with endorsements signed by Buyer’s insurer to effect any of the matters required by this Section 8. If Avid shall request, copies of Buyer’s insurance policies will be provided to Avid. The foregoing insurance requirements are minimum insurance requirements intended to benefit Avid; will not be interpreted to limit Buyer’s liability to Avid in any manner whatsoever; and are separate from, and independent of, Buyer’s other obligations under this Agreement, including but not limited to Buyer’s obligations to indemnify, defend and hold Avid Indemnified Parties harmless.
9. Intellectual Property: “Intellectual Property” means patents, trade secrets, know-how, and other intellectual property rights. As between Buyer and Avid, all Intellectual Property held by Buyer as of the date of this Agreement relating to a Product remains the sole property of Buyer, and all Intellectual Property to any direct modifications or direct derivatives of the Product developed in the course of the Services hereunder, either solely or jointly by the parties, will be the property of Buyer. As between Buyer and Avid, all Intellectual Property held by Avid and/or its affiliates as of the date of this Agreement or developed or acquired by Avid and/or its affiliates independently of this Agreement remains the sole property of Avid and/or its affiliates, and all Intellectual Property relating to any modifications, improvements, or new developments relating to Avid and/or its affiliates general skills, know-how, methods, techniques, processes, which are developed by Avid in the course of the Services will be the property of Avid and/or its affiliates. Notwithstanding anything contained in these terms and conditions to the contrary, Buyer acknowledges and agrees that Avid is in the business of designing, manufacturing, prototyping, and assembling products using 3D printing solutions and that Avid may design, manufacture, prototype, and assemble products which may be similar to the Products. Avid retains the right and Buyer agrees that Avid and its employees are free to use and employ their general skills, know-how, methods, techniques, processes, and expertise, and to use, disclose, and employ generalized ideas, concepts, skills, know-how, methods, techniques, or processes related to its business gained or learned during the course of performing the Services.
10. Compliance with Laws; Code of Ethics: Buyer shall comply with all Laws in any way relating to Buyer’s purchase, ownership, transportation, receipt, handling, cleaning, repackaging, testing, modifying, combining with other parts, products or substances, altering, processing, use, storage, disposal or resale of the Products, alone or in combination with other parts, products or substances or in the operation of any process (including, without limitation, Laws relating to: (a) anti-corruption, anti-bribery and export; and (b) the registration; notification (including pre-manufacture notification); submission of information; communication of information; restrictions, limitations or conditions on substances or materials imported, sold or otherwise supplied; and end of life management, collection, take back or recycling). Buyer shall not either directly or indirectly (through an affiliated company or a third party working on its behalf) market, offer to sell, sell, distribute, export, ship or dispose of any Products into any country or to any entity in violation of the US export control regulations or sanctions (including, without limitation, into Cuba, Iran, North Korea, Syria, or the Crimea Region of Ukraineor to any individual or entity that is blocked by US law. Buyer shall comply with The Lubrizol Corporation’s Code of Ethics located at www.lubrizol.com.
11. Force Majeure: Avid shall be relieved from liability hereunder for failure to perform any or all of its obligations, for the time and to the extent of such failure to perform where Avid’s failure is occasioned by any cause or causes of any kind or character beyond the commercially reasonable control of Avid (any such cause herein called “Force Majeure”), including, without limitation: Acts of God, accidents, fire, explosion, flood and hurricanes; strikes, lockouts or other industrial disturbances; riots or civil commotion; war, declared or undeclared; compliance with any laws, rules, regulations, ordinances, codes, executive orders or administrative orders of any kind and nature now or hereafter in effect promulgated by any federal, national, state, county or local government, or any other government (domestic or foreign) or any other governmental agency (domestic or foreign)(collectively, the “Laws”) including, without limitation, priority, rationing, allocation or pre-emption orders or regulations affecting the conduct of Avid’s business which Avid in its sole discretion deems it advisable to comply with as a legal or patriotic duty; governmental imposed, mandated or recommended lock down, shut down, quarantine, stay at home order or the like; disease, virus, pandemic or the like; demonstrations, riots, civil commotion or the like; termination of Avid’s license to operate its plant; shortage or breakdown or other failure of facilities used for manufacture or transportation; shortage of labor; inability to secure, in Avid’s sole discretion, all at reasonable prices or on account of shortages of, transportation, power, fuel, materials or supplies; or total or partial shutdown due to Avid’s normal plant turnaround or as required by Avid’s operation. If Avid is rendered unable by Force Majeure to carry out its obligations under this Agreement, Avid shall give notice to Buyer, and upon the giving of such notice the obligations of Avid, so far as they are affected by such Force Majeure will be suspended during the continuance of any inability so caused. Upon the cessation of the cause or causes for any such failure or delay, performance hereof will be resumed, but such delay will not, except by mutual agreement, operate to extend the term of this Agreement or obligate Avid to make up deliveries. Settlement of strikes or lockouts will be entirely within the sole discretion of Avid, and Avid shall not be required to settle strikes or lockouts by acceding to the demands of the employees involved, when such course is inadvisable in Avid’s sole discretion. In the event of any such Force Majeure delay, the date of delivery of the Products or completion of the Services will be extended for a period equal to the time lost by reason of the delay. In the event of inability, for any reason, to supply the Products or perform the Services to be furnished hereunder, Avid may allocate its available supply of product lines and services among any or all customers, as well as departments, divisions, subsidiaries or affiliates of Avid on such basis as Avid may in its sole discretion deem practical without liability for any failure of performance which may result therefrom.
12. Termination: Notwithstanding anything to the contrary, Avid may terminate this Agreement with cause if: (a) Buyer is insolvent; (b) Buyer makes a general assignment for the benefit of creditors; (c) Buyer admits in writing its inability to pay debts as they mature; (d) Buyer has a trustee or receiver appointed by any court for it or any substantial part of Buyer’s assets; (e) Buyer has a proceeding instituted under any provision of the applicable bankruptcy code or insolvency law by or against it which is acquiesced in, or is not dismissed within thirty (30) days, or results in an order for relief under the Bankruptcy Code or any adjudication of insolvency; (f) Buyer has its business license or permit not renewed, cancelled or otherwise terminated; (g) there has been a material adverse change in the business, operations, property, other assets or condition, financial or otherwise, of the Buyer since the date of this Agreement as determined by Avid; (h) Avid reasonably deems itself insecure because of a concern or question as to Buyer’s financial responsibility; (i) Buyer fails, or appears to be unable, to perform any of its obligations hereunder or otherwise defaults under the terms and conditions hereof and such failure or default is not cured within ten (10) days after Avid’s notice to Buyer thereof; or (j) Buyer breaches any other contract it has with Avid.
12. Miscellaneous: All notifications, requests, demands and other communications required or permitted under this Agreement (including, without limitation, notices of breach and/or termination) will be in writing and delivered by either: (1) regular mail (which will be deemed to be delivered two (2) business days after a party mails it to the mailing address of the other party as identified under this Agreement, with proper postage attached); or (2) email (which will be deemed to be delivered immediately when a party sends it to the email address(es) of other party if identified in this Agreement). Any waiver must be in writing and signed by Avid. Avid’s waiver of any breach of this Agreement by Buyer in a particular instance will not operate as a waiver of subsequent breaches of a same or different kind.Avid may assign its rights and delegate its obligations under this Agreement. Buyer’s rights and obligations under this Agreement are personal in nature and will not be transferable by assignment, delegation, operation of law, subcontract or otherwise without Avid’s prior written consent and any attempt to do so will be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Except as expressly set forth in this Agreement (including, without limitation, as to the Avid Indemnified Parties), this Agreement is not intended to be for the benefit of any third party, is not enforceable by any third party and will not confer on any third party any remedy, claim, right of action or other right. This Agreement (and all claims and disputes relating to or arising out of this Agreement, or breach of this Agreement, whether sounding in contract, tort, statute or otherwise) will be governed by the substantive and procedural laws of the State of Ohio (including, without limitation, those relating to any statutes of limitation), excluding any conflicts or choice of law, rule or principle that might otherwise refer construction or interpretation to the substantive law of another jurisdiction. Both Parties irrevocably consent and submit to the exclusive jurisdiction of the state courts located in Lake County, Ohio and of the United States District Court for the Northern District of Ohio in connection with any litigation relating to or arising out of this Agreement, and both Parties expressly waive any right to object to: (1) the venue of any such Ohio courts; and (2) any such Ohio courts based on personal jurisdiction. The United Nations Convention on Contracts for International Sale of Goods will not apply. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed and enforced as so limited. Avid’s rights and remedies and Buyer’s obligations and responsibilities which have accrued before, or by their nature would extend beyond, the expiration, termination or other termination of this Agreement, will survive such expiration, termination or other termination and continue to bind the parties and their permitted successors and assigns indefinitely until fulfilled or waived (including, without limitation, Sections 4, 5, 6, 7, 8, 9 and 13).