General Terms and Conditions for the Sale of Products

Version 09/2024

1.    SCOPE AND VALIDITY

1.1.    These General Terms and Conditions of Sale (these “Terms”) govern the sale and delivery of all products and related services (the “Products”) and all transactions incidental thereto, by or on behalf of Jansen America, Inc. (“Jansen”) to any of its customers (the “Customer”). 

1.2.    No other terms or conditions shall be of any force or effect unless otherwise specifically agreed upon by Jansen in a writing duly executed by an authorized representative of Jansen. These Terms supersede any and all prior oral quotations, communications, agreements, or understandings of the parties in respect to the sale and delivery of the Products. Any additional or different terms or conditions contained in Customer's Order (as defined below), response to Jansen’s confirmation, or any other form or document supplied by Customer are hereby expressly rejected and are rendered null, void, and of no effect. These Terms may not be modified, amended, waived, superseded, or rescinded, except by written agreement signed by an authorized representative of Jansen. Delivery of the Products by Jansen does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

1.3.    The issuance of an Order (as defined below) by Customer to Jansen or any communication or conduct of Customer which confirms an agreement for the delivery of the Products by Jansen, as well as acceptance in whole or in part by Customer of any delivery of the Products by Jansen, shall be construed as Customer’s acceptance of these Terms. 

2.    OFFERS, ORDERS, AND CONFIRMATION 

2.1.    Unless otherwise specified by Jansen in writing, all offers made by Jansen are valid for a period of thirty (30) days from the date of the offer and may be revoked by Jansen at any time after such 30-day period. 

2.2.    Customer shall issue to Jansen orders for the purchase of the Products, in written form via e-mail, or US mail (each, an “Order”). By issuing an Order to Jansen, Customer makes an offer to purchase the Products pursuant to these Terms and the terms set forth on such Order. 

2.3.    Jansen may refuse an Order for any or no reason. No Order is binding upon Jansen until Jansen’s acceptance of the Order in writing and the issuance of any governmental permit, license, or authority to Jansen, as may be required under applicable laws, rules, and regulations (a “Confirmed Order”).

2.4.    Specifications and other information on drawings, data sheets, pictures, plans, brochures, catalogs, or Jansen’s website shall not be binding on Jansen unless such specifications and information have been agreed to in writing by Jansen in a Confirmed Order. Notwithstanding a Confirmed Order, Jansen shall have no obligation to deliver the Products to Customer or otherwise fulfill any of its obligations set forth in a Confirmed Order if Customer is in breach of any of its obligations hereunder or any Confirmed Order.

2.5.    Customer may submit to Jansen written requests to change the terms of a Confirmed Order (each such request, a “Change Order Request”). Jansen may, at its sole discretion, consider such a Change Order Request, provided that Jansen will have no obligation to perform any Change Order Request unless and until Jansen has agreed in writing to adopt such Change Order Request. If Jansen elects to consider such a Change Order Request, then Jansen shall promptly notify Customer of any adjustment to the applicable purchase price for the Products. In the event Customer cancels any Confirmed Order for any reason, Customer shall reimburse to Jansen all of Jansen’s costs and expenses associated with such cancellation, including but not limited to cost of raw materials, labor, and storage.

2.6.    Each Confirmed Order shall be considered a separate agreement between the parties, and any failure to deliver the Products under any Confirmed Order shall have no consequences for other deliveries of the Products. 

3.    PRICES

3.1.     The price of the Products shall be as set forth in the applicable Confirmed Order.

3.2.     The price of the Products shall not include transportation, insurance, packaging, heavy goods vehicle charge (HGVC), and other materials used for the manufacturing and delivery, sales or use tax or any other similar applicable federal, state, or foreign taxes, duties, levies, or charges in any jurisdiction in connection with the sale or delivery of the Products (“Taxes”), unless so indicated in the Confirmed Order. Such Taxes shall be payable by Customer, and if Jansen is responsible for the collection thereof, such Taxes shall either be added to the price invoiced or be separately invoiced by Jansen to Customer. Should any unforeseeable increases in Jansen’s cost of materials or labor occur after the date of any Confirmed Order, Jansen shall, in its sole discretion, be entitled to unilaterally increase the agreed prices on any quotation or Confirmed Order accordingly.

4.    PAYMENT TERMS

4.1.    Except as set forth in Section 4.2 or unless otherwise agreed in writing by Jansen, the purchase price for the Products and all other amounts due under a Confirmed Order shall be due and payable in full and in US dollars at the earlier of the thirtieth (30th) day following the date of Jansen’s invoice for such Products and the shipment of the Products, without any discount, deduction, or offset whatsoever. In no event shall any loss, damage, injury or destruction, force majeure, or any other event beyond Customer’s control release Customer from its obligation to make the payments required herein. Payment of all amounts due hereunder shall be made by wire transfer or in any other manner set forth on Jansen’s invoice. Customer shall be solely responsible for any bank fees, or other fees, incurred due to the wire transfer or any other selected payment method.

4.2.    In the event Jansen agreed in writing to partial payments of the purchase price or to otherwise extend credit to Customer, and becomes aware of circumstances or has reason to believe that there are circumstances that may have an adverse effect on Customer’s financial condition, Jansen may require the Customer to pay the total amount of the purchase price, or a portion thereof prior to the delivery of the Products at any time. Jansen may, without any liability to Customer, refuse the delivery of any Product or performance of any Service in the event the Customer fails to make the payment as required under this Section 4.2.

4.3.     Time is of the essence for the payment of all amounts due to Jansen under any Confirmed Order. If Customer fails to make payment of any amount when due, Jansen may, at its sole discretion, (i) refuse to deliver the Product or perform the Service, (ii) charge interest at the rate of one percent (1%) per month or such lesser amount as may be permitted by applicable law starting from the due date until payment to Jansen of such amount in full. In addition to the interest, Jansen may, at its sole discretion, and (iii) charge the Customer a flat fee for each reminder notice issued to Customer due to late payments. If Customer fails to comply with these Terms or a Confirmed Order, or if Customer becomes insolvent, all balances then due and owing to Jansen shall become due immediately, notwithstanding any payment terms agreed by the parties. All costs and expenses incurred by Jansen with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, and other expenses of litigation) shall be borne by Customer. Every payment by Customer shall first be applied to pay for Jansen’s cost of collection, then interest owed by Customer, and then to the oldest outstanding claim.

5.    SECURITY INTEREST

5.1.     If Jansen agreed in writing to partial payments of the purchase price or otherwise extends credit to Customer for the purchase price for any Products (including but not limited to pursuant to Section 4.1.), or any other amounts due to Jansen, Customer hereby grants to Jansen as security for the timely payment and performance of all Customer’s payment obligations to Jansen, a first priority security interest (the “Security Interest”) in all Products heretofore or in the future delivered to Customer in the proceeds thereof for as long as such Products shall not have been sold by Customer in the ordinary course of business (the “Collateral”). Jansen shall be entitled to file any and all financing, continuation, or similar statements under the Uniform Commercial Code in any jurisdiction and take any and all other action necessary or desirable, in Jansen’s sole and absolute discretion, to perfect its Security Interest in the Collateral and to establish, continue, preserve, and protect Jansen’s Security Interest in the Collateral. Customer agrees to take any and all actions and provide Customer with all information necessary to enable Jansen to perfect and enforce its Security Interest in all jurisdictions and vis-à-vis any of Customer’s creditors, and hereby irrevocably grants to Jansen a power of attorney to execute all necessary statements or documents in Customer’s name for the perfection and enforcement of such Security Interest. The Security Interest shall remain in force until payment in full of the entire purchase price for such Products, and any other amounts due to Jansen by Customer. Jansen may, without notice, change or withdraw extensions of credit at any time.

6.    OBLIGATIONS OF CUSTOMER

6.1.     In connection with these Terms and each applicable Confirmed Order, Customer shall in a timely manner (i) perform Customer’s duties and tasks under the applicable Confirmed Order, and such other duties and tasks as may be required to permit Jansen to deliver the Products and (ii) make available any data, information, and other resources as may be required by Jansen from time to time (“Customer Resources”). Customer shall be solely responsible for ensuring that all such Customer Resources are accurate and complete and solely liable for damages caused or which resulted from the use of the Customer Resources by Jansen or a third party.

6.2.     Customer shall comply with all applicable laws, rules, and regulations and maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase, use, integration or resale of the Products.

6.3.     Customer shall use only qualified personnel and agrees to meet the highest industry standards as Customer and its personnel handles the Products.

7.    DELIVERY AND ACCEPTANCE

7.1.     Unless otherwise agreed in writing by Jansen, all deliveries shall be made DAP [location of the Customer on the Confirmed Order] (Incoterms 2020) and title to and risk of loss for the Products shall pass to Customer upon delivery pursuant to this Section 7.1.

7.2.    Unless otherwise agreed in writing by Jansen, Jansen shall arrange the carrier for the transportation of the Products on behalf of Customer.

7.3.     Any delivery and performance times or dates communicated by or on behalf of Jansen are estimates and shall not be binding on Jansen. Jansen may make partial delivery of the Products to be delivered under any Confirmed Order and invoice Customer separately for such partial deliveries or performance. In no event shall Jansen be liable for any delay in delivery of the Products, and no delay in delivery of any Products shall relieve Customer of its obligation to accept the delivery thereof and make payment of any amounts due in accordance with these Terms, including but not limited to delays caused by Customer’s failure to fulfill its obligations under Section 6, governmental restrictions on exports or imports and similar measures, or any Force Majeure Event.

7.4.     Customer’s failure to accept the delivery of the Products pursuant to a Confirmed Order shall not release or excuse Customer from its obligation to timely pay all amounts due in connection with such Confirmed Order. The Products shall be deemed delivered at the time the Products have been made available to Customer. If Customer rejects or revokes acceptance of the Products, or fails to pay any amounts when due, Jansen, in its sole and absolute discretion, may extend the period of delivery of the Products by such period as Jansen may deem reasonable with such period not exceeding three (3) months from the agreed delivery date, or withhold or cancel delivery of any Products, or cancel any or all Confirmed Orders without any further obligations to Customer whatsoever. In such event Customer shall be responsible for any and all costs and expenses incurred, or damages or losses suffered by Jansen in connection with any such delay notwithstanding any action or inaction by Jansen with regard to such delay.

7.5.    Any special requests concerning shipping, transportation, and insurance shall be communicated to Jansen in a timely manner and subject to Jansen’s prior written approval. Customer shall bear all costs resulting from such requests.

7.6.     Notwithstanding the quantity of the Products on any Confirmed Order, Jansen may deliver up to 10% more or less of the agreed quantity and Customer agrees to accept such delivery and pay for the purchase price of the Products actually delivered.

8.    EXAMINATION AND CONFORMITY TO ORDER 

8.1.     Promptly upon receipt of any Products, Customer shall conduct a full and complete inspection of such Products as to any apparent Defects (as defined below) to confirm compliance with all requirements of the applicable Confirmed Order. Customer shall notify Jansen in writing of any apparent Defects or non-compliance of such Products with the applicable Confirmed Order that Customer has or could reasonably have discovered during such inspection within ten (10) days from the date of receipt of such Products. Such notification shall include specific details (including images) on the alleged apparent Defect or non-compliance including but not limited to lot numbers, batch numbers or order numbers.

8.2.     Notwithstanding Section 10, if Customer fails to timely notify Jansen of any apparent Defects or non-compliance of any Products delivered or Customer uses, destroys, or modifies any Products that Customer knows or should have known to be apparently Defective or non-compliant without Jansen’s prior written consent, Customer shall be deemed to have unconditionally accepted such Products and waived all of its claims for breach of the Limited Warranty or otherwise in respect of such Products. 

8.3.     Jansen limits its remedies under Section 8.2 to replacement or repair of the apparently Defective or non-compliant Products with Jansen having absolute discretion which remedy it deems appropriate.

8.4.     Products that Jansen consents or directs Customer in writing to be returned shall be returned to Jansen at Customer’s sole risk and expense to the destination directed by Jansen.

8.5.     Complaints of Customer in connection with the shipping or transport shall be directed to the carrier promptly upon receipt of the delivery or the freight documents.

8.6.    Other than under this Section 8, returns are only possible with Jansen’s prior written approval and only if the Products are complete, in its original condition, and in its original packaging. The purchase price will be refunded minus 20% handling costs and any applicable shipping fees.

9.    DRAWINGS

9.1.     Jansen may, at its sole discretion, provide Customer with drawings, processes, designs, or advice on Customer’s drawings, processes, or designs or portions thereof (“Designs”). Unless otherwise agreed in a Confirmed Order, Jansen is not required to deliver any Design or provide any advice on the use of the Products except safety instructions or directions to the extent mandated by applicable law. Any references to the Products under these Terms or a Confirmed Order shall not include the Designs (if such have been provided by Jansen). 

9.2.    Unless otherwise agreed by Jansen in writing, Jansen shall be, at all times, the exclusive owner of the intellectual property rights in and to the Designs and all derivative works resulting therefrom, and grants Customer a limited, revocable, royalty-free, non-exclusive, non-transferrable, non-sublicensable license to use the Designs solely in connection with the Products.

9.3.    FOR THE AVOIDANCE OF DOUBT, THE LIMITED WARRANTY (DEFINED BELOW) DOES NOT COVER THE DESIGNS. JANSEN IS PROVIDING THE DESIGNS TO THE CUSTOMER (IF ANY) ON AN “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. JANSEN HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, AND NON-INFRINGEMENT. CUSTOMER HEREBY ASSUMES FULL RESPONSIBILITY FOR THE USE, IMPLEMENTATION AND/OR MODIFICATION OF THE DESIGNS.

10.    LIMITED WARRANTY

10.1.     The Product as a whole shall conform with specifications as set forth in the applicable Confirmed Order at the time of delivery (the “Limited Product Warranty”). In addition thereto, Jansen warrants to Customer that the steel used for the profiles conforms with material specifications as set forth in the applicable Confirmed Order for a period of ten (10) years from the date of delivery (the “Limited Steel Warranty” and together with the Limited Product Warranty, collectively, the “Limited Warranty”).

10.2.     Unless expressly agreed to in writing by Jansen, Jansen makes no warranty that the Products (or any component thereof) comply with applicable law, regulations, or specifications in any jurisdiction in which the Products may be used, incorporated, sold or marketed. 

10.3.     The Limited Warranty shall be void if the Defect (as defined below) resulted from or is related to Customer’s or a third party’s (a) improper or inadequate installation, use, storage, handling, operation, or maintenance or unauthorized alteration, modification or repair of the Products (including use, storage, handling, operation or maintenance of the Products contrary to written instructions and/or recommendations of Jansen), (b) inadequate training of personnel, excessive usage as well as usage of improper resources or accessories, (c) integration of the Product into other products or the integration of another product into the Product, (d) acts or omissions following the delivery of the Product, (e) use of the Products under unfavorable environmental conditions, (f) exposure to extreme or incompatible temperatures and/or other materials (e.g., chemicals), (g) use or misuse, or defects of the materials which will be applied on the Products (e.g., coatings), (h) implementation, misuse or modification of the Designs, (i) use of designs that are not provided by Jansen. Without limiting the foregoing, the Limited Warranty shall also be void if the Defect (as defined below) resulted from or is related to a Force Majeure Event, or ordinary wear and tear of the Products.

10.4.     In the event of an alleged breach of the Limited Warranty (a “Defect”), Customer shall, at Customer’s sole expense, send the Product to Jansen. Jansen shall within a reasonable period conduct the necessary tests on such Product. If Jansen confirms the Defect, Jansen shall, at its sole option, repair or replace the Defective Product. In the event Jansen is unable to repair or replace the Defective Product within a reasonable time, Jansen may, at its sole discretion, issue a refund to Customer in the amount Jansen deems adequate. Such repair, replacement, or refund shall be the sole liability of Jansen and the sole remedy of Customer with respect to a Defect. 

10.5.    In no event shall any warranty claims for a Defect (including but not limited to apparent Defects and non-compliance) be made after the expiration of the Limited Warranty period. Any Products or parts thereof removed and replaced by Jansen under this Section 10.5 shall be the property of Jansen. The Limited Warranty period for the Products repaired or replaced under this Section 10.5 shall not start anew.

10.6.     Except for the warranties granted under this Section 10, Jansen makes no other warranties with respect to the Products, and no person is authorized to make any warranties on behalf of Jansen that are inconsistent with the warranties set forth under this Section 10. ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. 

10.7.    Customer acknowledges that any event set forth in Section 10.3 may cause the Product to malfunction, or result in personal injury, death or property damage. Customer hereby assumes full responsibility for any such injuries or damages caused by any of the events set forth in Section 10.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ALSO ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS OR DESIGNS PROVIDED BY JANSEN, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY JANSEN, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCTS OR THE DESIGNS.

11.    LIMITATION OF LIABILITY

11.1.     IN NO EVENT SHALL JANSEN BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR IMPOSED BY STATUTE, OR OTHERWISE, EVEN IF JANSEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OF THE TERMS CONTAINED HEREIN, JANSEN’S LIABILITY FOR ANY CLAIM – WHETHER BASED UPON CONTRACT, TORT, EQUITY, NEGLIGENCE, OR ANY OTHER LEGAL CONCEPT – SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE PRODUCTS, GIVING RISE TO SUCH CLAIM. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THESE TERMS FAIRLY ALLOCATE THE RISKS BETWEEN JANSEN AND CUSTOMER, THAT JANSEN’S PRICING REFLECTS THIS ALLOCATION OF RISK, AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, JANSEN WOULD NOT HAVE ENTERED INTO AN AGREEMENT WITH CUSTOMER TO SELL PRODUCTS TO FOR CUSTOMER.

12.    INDEMNIFICATION

12.1.     Jansen shall not be liable for, and Customer assumes responsibility and shall indemnify, defend, and hold Jansen, its affiliates, officers, directors, employees, agents and representatives harmless for, any and all claims, including without limitation claims, resulting from (i) Customer’s breach of any term of these Terms or a Confirmed Order or (ii) any event that would exclude or make the Limited Warranty void as set forth in Section 10.3.

12.2.     In jurisdictions that limit or preclude limitations or exclusion of remedies, damages, or liability, such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth in these Terms are intended to apply to the maximum extent permitted by applicable law, and these Terms shall be deemed amended to comply with such limitations or exclusions. Customer may also have other rights that vary by state, country or other jurisdiction.

13.    CONFIDENTIALITY

13.1.     "Confidential Information" means: (i) any know-how, trade secrets, Designs, and other business or technical information of Jansen that is confidential or proprietary or due to its nature or under the circumstances of its disclosure the Customer knows or has reason to know should be treated as confidential or proprietary, including but not limited to quotations, drawings, project documentation, samples, and models.

13.2.     Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Customer; (ii) is rightfully known by the Customer at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Customer without use of Jansen’s Confidential Information; (iv) is rightfully received by the Customer from a third party without restriction on use or disclosure; or (v) is disclosed with Jansen’s prior written approval.

13.3.     Customer shall not use Jansen's Confidential Information except as necessary to use the Products and will not disclose such Confidential Information to any third party except to those of its employees, agents, subcontractors or representatives who have a bona fide need to know such Confidential Information to enable Customer to use the Products; provided that each such employee, agent, subcontractor and/or representative is/are bound by a written agreement that contains use and nondisclosure restrictions not less stringent than the terms set forth in this Section 13.3. The Customer will employ all reasonable steps to protect Jansen’s Confidential Information from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict the Customer from disclosing Jansen's Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Customer gives reasonable notice to Jansen to contest such order or requirement; (ii) to its legal or financial advisors; and (iii) as required under applicable securities regulations.

13.4.     In the event of a violation or threatened violation of Customer’s obligations under this Section 13, Jansen shall be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance and any other relief that may be available from any court, without the requirement to secure or post any bond, or show actual monetary damages in connection with such relief. These remedies shall not be deemed to be exclusive but in addition to all other remedies available under these Terms, at law, or in equity.

14.    FORCE MAJEURE

14.1.     Jansen shall not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, disruptions of the public power supply, communications and transportation infrastructure, governmental measures, malware or hacker attacks, fire, extraordinary weather events, epidemics or pandemics, nuclear and chemical accidents, earthquakes, war, terrorist attacks, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, or other acts of God (each a “Force Majeure Event”).

15.    INSURANCE

15.1.     Customer shall procure and maintain at its expense adequate insurance to fulfill its obligations under these Terms and applicable Confirmed Orders including but not limited to its indemnification obligations under 12 and naming Jansen, its successors and assigns as additional named insureds. Upon Jansen's reasonable request, Customer shall furnish to Jansen a certificate evidencing Customer's compliance with this provision.

16.    MISCELLANEOUS

16.1.     If any provision contained in these Terms or any Confirmed Order is held by final judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalid, illegal, or unenforceable provision shall be severed from the remainder of these Terms or such Confirmed Order, and the remainder of these Terms or such Confirmed Order shall be enforced. In addition, the invalid, illegal, or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render such provision valid, legal, and enforceable.

16.2.     Jansen may assign its rights and/or delegate its liabilities under any Confirmed Order at any time including but not limited to Jansen’s rights to any account receivables by Customer. Customer may not assign its rights or delegate its responsibilities under a Confirmed Order without Jansen’s prior written consent. 

16.3.     Jansen’s waiver of any breach or violation of these Terms or the provisions of any Confirmed Order by Customer shall not be construed as a waiver of any other present or future breach or breaches by Customer.

16.4.     The parties hereto are independent contractors and nothing in these Terms will be construed as creating a joint venture, partnership, employment, or agency relationship between the parties.

16.5.     Notices by a party regarding the exercise of rights and obligations under these Terms must be signed by authorized representatives of such party, and delivered via courier, mail, or e-mail to the other party’s address indicated in the applicable Confirmed Order, provided that a notice by e-mail shall only be validly given if receipt thereof is acknowledged in writing by the recipient.

17.    DATA PROTECTION

17.1.     Any collection, processing and use of Customer’s personal data is governed by Jansen’s privacy policy which can be found at www.jansen.com/en/general-data-privacy-policy.html as such may be amended by Jansen from time to time.

18.    ENTIRE AGREEMENT; CONFLICTS.

18.1.     These Terms, including the applicable Confirmed Order, constitute the entire and exclusive agreement of the parties regarding the subject matter hereof and supersede any and all prior or contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter. In the event of a conflict between the provisions of these Terms and the provisions of a Confirmed Order, the provisions of the Confirmed Order will govern and control. Jansen may amend or modify these Terms from time to time. Jansen may, at its sole discretion, provide Customer with written notice of any such changes, revisions, amendments, or modifications, provided, however that any such changes, revisions, amendments, or modifications shall become effective without any further action by any party and that they shall not apply to any Confirmed Order prior to the effective date of such changes, revisions, amendments, or modifications.

19.    APPLICABLE LAW AND JURISDICTION 

19.1.     These Terms and the Confirmed Orders shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would defer to or cause the application of the substantive laws of any jurisdiction other than New York. The parties hereby expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. 

19.2.     Any dispute, controversy, or claim arising out of or relating to these Terms and any Confirmed Order, including but not limited to the execution, performance, or termination thereof or to any issue of liability arising out of the performance of these Terms or any Confirmed Order, which the parties have not been able to settle amicably shall be submitted to the exclusive jurisdiction of the state or federal courts with jurisdiction in the City of New York, State of New York, New York County, provided that notwithstanding the foregoing, Jansen shall be entitled to seek specific performance and injunctive relief in any court of competent jurisdiction. Each party hereby waives any and all claims, pleas, or defenses (including without limitation a plea for forum non conveniens) that would permit such party to seek the jurisdiction of any courts or arbitration tribunals other than those set forth in the preceding sentence.

19.3.     EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS.