(c) Payment is made net 30 days from the date of invoice. Discount periods are calculated either from the date of actual delivery of the goods or from the date of receipt of an acceptable invoice, whichever is later. All claims of the Buyer on the due date or due date are subject to the Buyer`s deduction for any set-off or counterclaim arising out of such order or any other order from the Buyer to the Seller. 8. Indemnification: Seller shall indemnify and hold harmless Buyer and its affiliates and, at Buyer`s request, defend each of them against any claim, demand, dispute or proceeding of any kind by any third party, whether based on negligence, breach of express or implied warranty, strict liability, infringement of intellectual property rights or any other theory. and against any direct, indirect, special, exemplary, incidental or consequential damages of any kind whatsoever arising out of, arising out of or in any way whatsoever in connection with the Goods and/or Services, the design, method of preparation, manufacture, construction, completion or non-delivery of the Goods and/or Services by the Seller, any breach by Seller of any of its obligations under this Agreement, or any other act, omission or negligence of Seller or any of Seller`s employees, workers, servants, agents, subcontractors or suppliers. Seller shall pay or reimburse Buyer or any other party entitled to indemnification under this Agreement for all costs and expenses, including attorneys` fees, incurred by Buyer or any other party in connection with such claims, demands, disputes, proceedings, losses or damages. In addition, in the event of a claim for damage, the Seller shall, at its own expense and at the option of the Buyer, either give the Buyer the right to continue to use the allegedly counterfeit item, replace it with a non-counterfeit equivalent, or remove it and refund the purchase price as well as the transport and installation costs thereof. This Order (“ORDER”) and all Appendices constitute the sole agreement between Forcepoint and/or its subsidiaries or affiliates that issue an Order in accordance with these Terms and Conditions (“Forcepoint”) and the Seller identified at the beginning of this Order (“Seller”) with respect to the goods or services specified in this Order. (q) Entire Agreement: Unless there is a properly executed written agreement by both parties and applicable to the Transaction, this Order with documents expressly incorporated by reference is designed by the parties as a final expression of their agreement with respect to the terms contained therein and is also intended to be a complete and exclusive statement of the terms of their agreement.
To determine the meaning of this Agreement, no prior business transaction between the parties and no use of the transaction is relevant, although the accepting or accepting party is aware of the nature of the service and the possibility of opposition. Each of these elements that make up an order offers protection to both the supplier of goods and services and the buyer. If any of these terms and conditions are modified by the provider, this does not constitute acceptance. The order between the buyer and the supplier for the purchase and sale of goods or services, including the general conditions. If a buyer generates an order and the seller accepts it, or if the seller generates an offer to order and the buyer accepts it, a binding contract is created for both parties. This contract includes the legal agreement between the buyer and the supplier, including schedules, any deviations and annexes. 3.2 With regard to the Goods, the Seller undertakes to invoice CPX on delivery or at any time after delivery of the Goods. With respect to the Services, Seller agrees to invoice CPX in full, monthly or quarterly as specified in the Order. VAT invoices must include the order number and contain complete additional information required by CPX to be considered valid. (j) Dispute Settlement: Disputes arising out of this Agreement shall be settled by the Parties through negotiations in good faith in the ordinary course of business. .