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Nov 18TH at 4:00pm at COLTON PIANO GALLERY:
2858 Stevens Creek Blvd. Suite 101, San Jose, CA 95128


1. Purpose. These terms of sale (these “Terms”) shall apply to all Orders placed by Customer for purchases from COFA4YOU (“SELLER”) of any product (collectively “Art”). Customer or SELLER may be referred to as the “Party” or the “Parties,” respectively.

2. Applicability. These Terms shall apply to any Order issued by Customer in a given calendar year. The terms and conditions set forth in this document will take precedence over all other terms submitted by Customer’s Purchase Order (individually an “Order” or collectively, “Orders”) unless otherwise agreed to in writing.

3. Definitions:
Author is an individual responsible for the creation artwork, encompassing but not limited to paintings, prints and is acknowledged as the originator or generator of said artwork.
Product is any intellectual or tangible output, including but not limited to artwork, prints, designs, or any other creative or analytical work.
Art/ Artwork encompasses visual, graphic, or illustrative creations, whether in digital or physical form, including but not limited to drawings, paintings, photographs, sculptures, or any other visual representations.
ART Catalog- prices displayed on Seller’s website or in a physical/digital format catalog. Lead Time- time of delivery for a particular Art published on the SELLER internet website. Quality Assurance-the process of approving that an Artwork is a good conditions.
Certificate of Conformity- certificate which provides the evidence that the Art is original.

4. Placement of Orders

  1. The method of Order placement with SELLER is through the website Alternative
    methods, such as letter, fax, or other transmitted written instrument, will be accepted on case-by-case basis per the terms of sale included herein, and may be subject to a separate manual Order processing fee.
  2. All Orders, whether electronic or manual, are governed by these Terms and Customer is hereby notified of SELLER objection to and rejection of any additional or different terms contained in Customer’s request for quotation, Order, or other forms. Additional or different terms shall not apply without prior written approval from an authorized representative of SELLER. Customer may obtain copies of these Terms online in the available at  or by contacting a SELLER customer service representative, if not previously provided. Customer is deemed to have accepted these Terms when confirms the purchase from SELLER website, SELLER issues an Order, or when SELLER commences work, whichever occurs first.

5. Price and Availability

  1. Unless otherwise agreed to in writing, prices for Artwork shall be those prices displayed to customer upon entering into SELLER’s website or those prices contained in the applicable Art Catalog effective at the time of the Order placement (collectively “Current Catalog”). All prices are in U.S. dollars.
  2. Expedited or delayed delivery requests outside the normal Order lead time may be subject to expedite or delay fees.
  3. Notwithstanding the prices set forth in the Current Catalog, the minimum price for the Artwork Ordered by Customer shall be $150.00.
  4. Prices and delivery for ART not listed in the Current Catalog shall be quoted on an individual basis upon receipt of inquiry.

6. Delivery & Title

  1. The shipment of ART contained in the Current Catalog is normally accomplished within Lead-Time after receipt of Order. SELLER shall provide the ART at its option from any SELLER designated location depending at the time of the Order shipment. SELLER will update the delivery date through the SELLER Internet website or by email (provided at the time order is placed) in the event of any delivery delays. Customer shall notify SELLER immediately, but no later than two business days from the date Seller provides the revised delivery date if the revised delivery date is not acceptable. Otherwise, Customer approves of the revised delivery date.
  2. Expedited delivery requests outside the normal order Lead Time may be subject to expedite or delay fees.
  3. For all transactions not requiring U.S. export documentation, the ART shall be delivered DDP Customer’s premises, (Incoterms ® 2020). Title and risk of loss shall pass to Customer when SELLER makes ART available to Customer at Customer’s premises. Risk of loss also shall be transferred to Customer if shipment or collection is refused due to Customer’s act or omission. For the avoidance of doubt, when SELLER provides the ART from non-U.S. locations, the Title Transfer Point (TTP) will be the Customer’s premises.
    SELLER (or, as SELLER may determine, its supplier) shall be exporter of record and shall be responsible for maintaining any export documentation required for shipment out of the United States, unless otherwise agreed upon by the Parties;
    SELLER shall not be responsible for any import documentation and/or customs duties required for importation into the destination country;
    SELLER and Customer shall provide any necessary information to each other to accomplish the foregoing; and
    SELLER shall be responsible for freight charges.
  4. SELLER reserves the right to quote additional charges for any special routing, packing, labeling, handling or insurance requested by Customer.
  5. ART delivered from SELLER facilities are inspected and certified by SELLER Quality Assurance prior to shipment.

7. Customer Inspection

  1. Not later than five (5) days after the delivery date, Customer shall notify SELLER in writing of all discoverable defects, including quantity shortages, incorrect product and visible defects.
  2. In the event Customer fails to inspect the ART or does not present a rejection notice to SELLER in writing within five (5) days after the delivery date, the ART shall be deemed accepted. At that time, Customer’s only recourse or remedy for non-conforming or defective ART shall be as provided in the warranty section of these Terms.
  3. Customer agrees to notify SELLER in advance of any return of ART. No return of ART will be accepted by SELLER without SELLER’ prior authorization, pursuant to the “Return of ART” Section herein.

8. Return of ART. To ensure accurate return and restocking, Customer must obtain from their responsible SELLER Customer Support Representative (“SELLER CSR”), or other SELLER personnel as instructed, an agreement on the return of a Part or ART document prior to the return shipment of a Part or ART. Returned ART must be in original manufacturer’s shipping cartons complete with all packing materials and certification documents unless otherwise expressly agreed to by SELLER. Customer shall be responsible for all shipping costs.Customer is required to provide a tracking number of shipped return to Seller.

Upon Customer's request for a refund, Seller retains the discretion to issue a refund equivalent to the Customer's value, which  shall be reduced by applicable handling costs, restocking fees, and disbursements to third parties Seller paid in connection with the Customer's transacton. 

9. Taxes

  1. For the purposes of these Terms, taxes shall include, but not be limited to, sales taxes; use taxes; withholding taxes; value added taxes; ART and services taxes; stamp taxes; excise taxes; gross receipts taxes; transfer taxes; profits taxes; turnover taxes; port dues; import, export and custom duties; and any related penalties and interest or other similar taxes (“Taxes”).
  2. All prices provided pursuant to these Terms shall be inclusive of Taxes, with the exception of sales tax applicable in the state of residence of the Buyer. SELLER shall have no liability for any Taxes imposed on SELLER or Customer outside of United States.
  3. In the event any amounts described in 9 ii above are imposed on SELLER, Customer shall reimburse SELLER for such amounts within 15 days of written request.
  4. All payments shall be made without deduction or withholding. In the event that Customer is required by any law to make any deduction or withholding from any amount payable to SELLER, then the amount payable to SELLER shall be increased such that after all deductions and withholdings, the amount paid to SELLER shall be equal to the amount to which SELLER would have been entitled under these Terms had no deduction or withholding been required.
  5. Any amounts withheld by Customer shall be timely remitted to the relevant authority as required by law. Customer shall promptly provide SELLER with an official receipt or certificate in respect of the payment of such amounts.
  6. Both Parties agree to co-operate to eliminate or reduce any applicable taxes, duties, interests, penalties or similar charges which may be payable by either Party, including, where applicable, providing or issuing the necessary documentation to support or secure exemptions or recoveries. Furthermore, if as a result of a change in law or a change in the tax practice of any tax authority, either Party becomes subject to additional taxes, duties or similar charges which increases their financial liability during the term of any Order, both Parties will negotiate in good faith to attempt to reduce or eliminate such additional taxes, duties and similar charges. This is provided that neither Party need take any steps, which in its reasonable opinion and acting in good faith would increase its obligations or would be prejudicial or adverse to it (whether in respect of tax affairs or otherwise).

10. Payment

  1. Prices in the SELLER Catalog are stated in United States currency. SELLER is not responsible for typographical errors or omissions relating to pricing. SELLER reserves the right to correct any inaccurate invoices or errors in the SELLER Catalog prices.
  2. Payment, in United States dollars, is due in full at the time of placing an order (the “Due Date”). Payments should be made by debit or/and credit cards, with applicable fees borne by the Customer, per the instructions on the Seller’s website. SELLER reserves the right to modify or withdraw credit terms at any time without notice, and to require guarantees, security of the Order involved. SELLER does not ship on a “Cash on Delivery” (COD) basis.
  3. If any amount due to SELLER remains unpaid, SELLER shall be entitled to withhold shipment(s) until all amounts are paid in full. If amounts remain unpaid 30 calendar days, then SELLER may at its option: (1) declare Customer’s performance in breach and terminate the Order; (2) withhold performance including, but not limited to, future shipments until all amounts and late interest, if any, are paid; (3) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (4) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are cumulative and in addition to all other rights and remedies available at law or in equity.
  4. Customers requesting a hard copy invoice will be charged a $50.00 processing fee in addition to any applicable shipping costs. Customer shall pay SELLER invoices in accordance with these Terms.

11. No Set-Off or Deduction

  1. Money due from Customer is not subject to deduction, withholding or set off by reason of any claim of Customer arising out of this Order, sale, or any other transaction with SELLER, its parents, affiliates, subsidiaries or other divisions or units.
  2. If Customer is required by any law to make any deduction or withholding from any amount payable to SELLER, then the amount payable to SELLER will be increased such that after all deductions and withholdings, the amount paid to SELLER is equal to the amount to which SELLER would have been entitled under these Terms had no deduction or withholding been required.

12. Lead Times

  1. SELLER Catalog/Website lead times are provided for logistic planning purposes and may be subject to change due to availability.

13. Cancellation

  1. A. Except as provided herein, no Order which has been accepted by SELLER may be cancelled or rescheduled by the Customer without prior written agreement by both Parties. Should SELLER agree to cancel or rescheduled the Order, Customer will be liable for any costs and loss of profits incurred by SELLER. Such costs will be paid by the Customer as liquidated damages and not as a penalty. SELLER will attempt to find alternative uses whenever possible for products or materials rendered excess by a Customer’s termination, limiting the Customer’s liability to those costs which cannot otherwise be recovered. Furthermore remedies in this provision are not exclusive and are in addition to any other rights or remedies the SELLER may have at law or in equity.
  2. Products returned to SELLER at the request of the Customer, for reasons other than warranty, configuration, or shipping error, are subject to prior approval by SELLER and inspection upon receipt at SELLER. Customer shall be responsible for all costs associated with the return.

14. Excusable Delay

  1. SELLER shall not be in default by reason of any failure in performance of any Order if such failure arises out of causes beyond the control of and without the fault or negligence of SELLER including but not restricted to:
    i. (i) an act of God, act of Government, fire, floods, epidemics, pandemics, quarantine restrictions, strikes, freight embargo, unusually severe weather, riot, war, acts of terrorism or any other event which constitutes a superior force; (ii) interferes with the performance of SELLER’ obligations; and (iii) the effects of which could not reasonably have been avoided by SELLER
    ii. In addition to the events described in paragraph (A), a delay caused by the default of a subcontractor of SELLER shall constitute an Excusable Delay if the event causing the default of such subcontractor is an event which meets the criteria set out in paragraph (A) and such delay has not been caused by SELLER, unless the subcontracted supplies or services were obtainable at reasonable prices on commercially reasonable terms from other sources in sufficient time for SELLER to meet the required delivery schedule.
  2. In the event of an Excusable Delay, any affected delivery date shall be postponed for such period as is reasonably necessary to offset the effects of the Excusable Delay. No adjustment will be made to price under any Order; adjustment to the delivery schedule is the exclusive remedy for an Excusable Delay.

15. Compliance with Export Statutes and Regulations

If the ART are intended for export to or from the United States, reexport, or transfer (in country), the following additional provision shall apply:

  1. In performing the obligations of this contract, both Parties will comply with United States export control and sanctions laws, regulations, and Orders, as they may be amended from time to time, applicable to the export, reexport, or transfer (in country) of ART, software, technology, or technical data ("Items") or services, including without limitation the Export Administration Regulations ("EAR"), International Traffic in Arms Regulations ("ITAR"), Foreign Assets Control Regulations (as administered and enforced by the Treasury Department's Office of Foreign Assets Control), U.S. Customs Regulations, Foreign Trade Statistics Regulations (U.S. Census Bureau) and Bureau of Alcohol, Tobacco, Firearms and Explosives Regulations (U.S. Justice Dept.) (collectively, "Export Control Laws and Regulations"). Customer agrees that it will take measures to ensure that any ART or technical data received from SELLER are not modified for or diverted for any end use or end user contrary to United States law, including any military application.
  2. The Party conducting the export/reexport/transfer (in country) shall be responsible for obtaining the required authorizations for the for the transaction, although SELLER shall have the sole authority to make any required submissions to the United States Customs Bureau to the extent that it is the U.S. Principal Party in Interest (“USPPI”) for an export from the United States. The Party conducting the reexport/transfer (in country) shall be responsible for obtaining the required authorizations. Each Party shall reasonably cooperate and exercise reasonable efforts to support the other Party in obtaining the necessary licenses or authorizations required to perform its obligations under any Order. Neither Party guarantees the issuance or continuation in effect of such authorizations and shall have no liability in the event an application is delayed in approval, denied, or a license is revoked or expires and is not renewed. If the relevant ART or technical data are subject to a license or other governmental approval specifically identifying Customer as the end user thereof, Customer will not, directly or indirectly, export, reexport, transfer (in country) or re-transfer such ART or technical data received from SELLER to any destination without SELLER’ prior written approval unless specifically permitted pursuant to such license or approval. Customer shall indemnify and hold harmless SELLER from any and all liability or other consequences arising as a result of a breach of clauses
    (A) or (B). Should the relevant Export Control Laws and Regulations change so as to make a specific transaction prohibited or subject to a licensing policy of a presumption of denial, the relevant Party’s performance shall be excused unless the legal requirements change or are removed as an excuse to performance.
  3. The Party providing any Items in connection with any Order shall, upon request, notify the other Party of the Items' Export Control Classification Numbers ("ECCNs") as well as the ECCNs of any components or ART thereof if they are different from the ECCN of the Item at issue. Customer shall be responsible for complying with all applicable export laws, including U.S. laws governing the export, reexport, transfer (in country), or re- transfer of U.S.-origin items.

16. Anti-Corruption Compliance

  1. Customer acknowledges that SELLER conducts its business according to the highest ethical standards, seeks to avoid even the appearance of impropriety, and insists that its customers conduct their business in a similar manner. Customer further acknowledges that its compliance with this Section 17 independently provides material consideration for the Company to enter into this Agreement such that breach of this Section 17 will provide cause for immediate termination of this Agreement.
  2. Customer represents, warrants, and undertakes, as appropriate, that:
    i. Customer’s activities hereunder do not and will not violate any laws related to bribery and/or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or other similar legislation applicable to Customer, or put SELLER in breach of any such laws, and further warrants that Customer will duly observe at all times throughout the period of this Agreement all applicable laws and the terms of this Agreement.
    ii. Customer has not and will not, directly or indirectly, pay, offer, give, or promise to any person or organization anything of value for the purpose of securing an improper advantage or improperly influencing any act or decision by such person or organization in order to obtain or retain business with regard to the activities of Customer under this Agreement.
    iii. SELLER shall have no responsibility or liability for, and Customer shall indemnify and hold SELLER harmless against, any losses, claims, or damages incurred by SELLER, Customer or any third party resulting from any breach of this Section 17 by Customer.

17. Governing Law. The laws of New York (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to these Terms, including, without limitation, its interpretation, construction, performance, and enforcement. The United Nations Convention on Contracts for the International Sale of ART, 1980, and any successor thereto, shall not apply.

18. Dispute Resolution

  1. For Customers domiciled within the United States:
    i. Any legal action or proceeding arising out of or relating to these Terms or the transactions contemplated hereby shall be brought in any court in Charlotte, North Caroline and the Parties irrevocably consent to personal and exclusive jurisdiction and forum of and agree to be bound by any judgment and Orders rendered by, such courts.
  2. For Customers domiciled outside the United States:
    i. Any dispute arising out of or relating to these Terms, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules before a single arbitrator acceptable to both parties. The place of arbitration shall be New York.
    ii. The language of the arbitration shall be English. Any award shall be payable in the currency of the Order.
    iii. Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under these Terms, seek from any court of competent jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party, pending the arbitrator’s determination of the merits of the controversy.
    iv. If any dispute, or response to any dispute, includes an allegation that potentially concerns whether any intellectual property right owned, controlled, or licensable by either Party is invalid, unenforceable or infringed or misappropriated, or is otherwise limited in scope or application, then either Party may, in its sole discretion, elect to have such dispute adjudicated before a court of competent jurisdiction and this clause shall not be binding on either Party with respect to such dispute in its entirety or any related dispute, including any portions of such dispute that do not concern intellectual property rights.
    v. All pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in relation to the arbitration shall be kept confidential. Any award issued by the arbitrator shall be confidential and entered under seal in a court of competent jurisdiction.

19. Limitation Of Liability


If Customer is reselling SELLER’ Product(s) to a third party, Customer shall require the third party to agree to be bound by this Section 19. If Customer does not obtain these Terms for SELLER’ benefit, Customer shall indemnify, defend, and hold SELLER harmless from and against all claims made by the third party in excess of the limitations and exclusions contained in this Section 19.

20. Warranty

  1. No Warranty: Unless expressly stated otherwise in this agreement, all parties acknowledge and agree that no warranties, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, are provided under this agreement. All products, services, or deliverables are provided 'as is,' without any warranty.
  2. ART supplied by SELLER under any Order are warranted to be, at the time of delivery of the product, free from defects in material and workmanship. If any such Part is found to be defective in material or workmanship, SELLER shall, with reasonable promptness, correct such defect, if it confirms existence of the defect, by, at its option, either (a) repairing or replacing such ART (b) reimbursing Customer with the price paid for the defective ART, or (c) reimbursing Customer for the reasonable cost of repair work performed by Customer with SELLER’ prior written approval. Customer shall provide SELLER with written notice of a claimed defect within thirty (30) calendar days after the defect becomes apparent to Customer. Said notice will contain reasonable proof that the claimed defect is covered by SELLER’ warranty. This warranty is specifically conditioned upon the proper handling, use, and maintenance of the products by the Customer and/or any ultimate user.
  3. Seller guarantees that the artwork is an original piece, created by the artist as stated in the description or original print copy.
  5. SELLER’ liability hereunder is conditioned upon Customer providing SELLER with written notice within thirty
    (30) calendar days after the occurrence of a failure resulting from a defect covered by this warranty but in no event later than thirty (30) calendar days following the end of the warranty period applicable to the ART. SELLER’ liability is further conditioned on the return, as soon as practical, of the defective ART or part thereof pursuant to the Return of ART Section herein, to SELLER or to some other place mutually agreeable to SELLER and Customer. Return to Customer of repaired or replacement ART thereof pursuant to SELLER’ warranty shall be at SELLER’ expense.
  6. SELLER will not be liable under this warranty if (1) the Product has been exposed or subjected to any: maintenance, repair, installation, handling, packaging, transportation, storage, operation or use which is improper or otherwise not in compliance with SELLER instruction; (2) the Product has been altered, modified or repaired by anyone other than SELLER or those specifically authorized by SELLER; (3) the Product has been subjected to any accident, contamination, foreign object damage, abuse, neglect or negligence after shipment to Customer.
  7. This warranty also does not apply to ART normally subject to wear.

21. Indemnity for Patent and Copyright Infringement

  1. SELLER shall defend or at its option settle any claim, suit or proceeding (“Claims”) brought against Customer based on an allegation that the ART provided by SELLER under any Order directly infringe a valid United States patent or copyright, and SELLER shall indemnify Customer against any proved direct loss, damage or liability incurred by Customer as a result of such Claim, provided that Customer: (i) promptly notifies SELLER in writing of the Claim; and (ii) provides exclusive authority and reasonably information and assistance to SELLER for the defense and/or settlement thereof.

22. Confidential Information and Publicity. The information contained in these Terms and any ART, services, technical data, or other information furnished hereunder are commercial in nature and considered proprietary and business-sensitive to SELLER (“Confidential Information”). Customer shall preserve and protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care. Customer shall not disclose Confidential Information to any third party without SELLER’ written consent. Customer shall disclose such information to its employees who have a need to know in connection with fulfilling Customer’s obligations under these Terms. Customer shall ensure its employees are aware of and subject to the confidentiality obligations contained in this Section.

  1. Customer may make only that number of copies of Confidential Information as are necessary to fulfill its obligations under these Terms. All copies made shall reproduce any and all restrictive legends on the original.
  2. Unless otherwise agreed in writing between the Parties, Customer shall not use or disclose Confidential Information, in whole or in part, to: (i) reproduce, redesign, Art or any components thereof (including electronic files); (ii) design a new Art that is similar or identical to a Art; (iii) obtain any approval (including approval Author) to reproduce the Art.
  3. Nothing in these Terms or in any Order grants or confers any rights to Customer in any SELLER invention, patent, copyright, trademark, mask work, know-how or trade secret.
  4. Customer shall promptly notify Customer if faced with any legal action or a request made under U.S. or foreign government agency, law or regulation to disclose any Confidential Information to a third party. Customer shall cooperate in all reasonable respects with SELLER to contest the disclosure of such Confidential Information, or obtain a protective Order or other remedy.
  5. As directed by SELLER, Customer shall, within thirty (30) calendar days after the termination or expiration of these Terms, (a) return to SELLER all Confidential Information, including all copies, or (b) destroy all Confidential Information and provide written confirmation of such destruction to SELLER.
  6. These Terms do not confer any right to use any name, trademark or other designation of either Party in any advertising, publicity or marketing activities. Neither Party will issue press releases, advertising, sales promotions or other publicity documents or information referring to the other Party, without the prior written consent of the other party.

23. Intellectual Property Rights

  1. "Intellectual Property" shall include but is not limited to: all artwork, moral rights, inventions, patents, copyrights, trademarks, trade secrets, know-how, proprietary information and rights and information of a similar nature. Such information includes, without limitation, designs, processes, drawings, prints, specifications, and instructions.
  2. The Artist retains full ownership of the original artwork, including all intellectual property rights such as copyright and moral rights. Customer acknowledges that they are acquiring the physical Art only and not the rights to reproduce, distribute, or use the Art for commercial purposes without the explicit agreement of the Artist.
  3. Copyright and Reproduction Rights. The Artist reserves all copyright to the artwork. This includes the exclusive right to reproduce, distribute, display, and license the artwork in any form, whether digital or physical. Any reproduction, distribution, or public display of the Art by Customer the Art requires the prior written consent of the Artist. This includes, but is not limited to, printing, publishing, or using the Art for promotional or commercial purposes.
  4. Moral Rights. The Artist retains all moral rights to the Art, which include the right to be attributed as the creator of the Art and the right to object to any modification, distortion, or mutilation of the Art that could harm the Artist's reputation. Customer agrees to respect the artist's moral rights and not to engage in any activities that may infringe upon those rights.
  5. Customer may be granted a non-exclusive license to use the Art for personal, non-commercial purposes only, unless otherwise agreed upon in writing. Any use of the Art beyond the scope of the granted license requires the prior written consent of the Artist.
  6. Derivative Works. Customer agrees not to create derivative works based on the Art without the explicit permission of the Artist. In the event, the Artist grants permission for the creation of derivative works, all intellectual property rights in the new works shall be jointly owned by the Artist and Customer, subject to a separate written agreement.

24. Anti-Boycott Compliance. SELLER complies with all U.S. laws directed against foreign restrictive trade practices or boycotts as embodied in the Export Administration Act of 1979 (as amended), the Tax Reform Act of 1976 and all regulations and guidelines issued hereunder. Accordingly, to the extent that any Customer Orders or other documents contain prohibited provisions, SELLER takes specific exception and objects to these provisions which are not in compliance with the referenced laws and regulations.

25. Government Regulations. SELLER’s performance is subject to all applicable U.S. Government laws and regulations and the Government laws and regulations of the place of manufacture and/or point of distribution. Nothing set forth herein or in any resulting Order shall require any performance on the part of SELLER which cannot be lawfully done pursuant to said laws and regulations.

26. Privacy. Customer shall comply with all applicable national, federal, state, provincial, and local laws, ordinances, rules, and regulations applicable to the Parties’ performance under these Terms.

  1. Privacy. The Products and/or services being provided may result in the collection of Personal Information. Both Parties will comply with applicable data privacy laws as they pertain to personal information processed in connection with activity under these Terms.
  2. “Personal Information” shall mean information and data exchanged under this agreement related to an identifiable natural person.
  3. Any Personal Information contained within SELLER products or services shall be owned by SELLER. Customer shall be the controller of the Personal Information prior to submission to SELLER and shall be responsible for all obligations relating to that data, including without limitation providing notice or obtaining consent as may be required by law.
  4. With respect to any Personal Information provided by Customer to SELLER, Customer warrants that it has the legal right to share such Personal Information with SELLER.
  5. “Controller” shall mean the party that determines the purposes and means of processing Personal Information.
  6. “Processing” of Personal Information shall mean the operation or set of operations whether automated or not, performed on Personal Information such as collecting, recording, organizing, structuring, storing, adapting, altering, retrieving, consulting, using, disclosing, sharing or erasing.
  7. Once Customer has provided Personal Information to SELLER, Customer and SELLER shall become co- Controllers.
  8. SELLER may share Personal Information with service providers in accordance with applicable data privacy laws.

The Parties agree to cooperate and to take reasonable commercial and legal steps to protect Personal Information against undue disclosure. In this regard each Party shall notify the other in the event of a data breach, which shall include the actual or unauthorized access to or possession of, or the loss or destruction of, Personal Information, whether intentional or accidental. The Party whose system was compromised in the data breach incident shall be responsible for any notifications and associated costs. Should either Party receive in any form, (i) a complaint or allegation indicating a violation of applicable data privacy law, (ii) a request seeking access to correct or delete Personal Information or (iii) an inquiry or complaint related to the processing of personal information, said Party shall take reasonable commercial steps to immediately notify the other Party.

27. Insolvency. To the extent permitted by law, either party may immediately terminate these Terms upon prior written notice to the other party in the event of an assignment for the benefit of creditors by the other party or the voluntary appointment (at the request of the other party or with the consent of the other party) of a receiver, custodian, liquidator or trust in bankruptcy of the other party’s property or the filing by the other party of a petition in liquidator or trust in bankruptcy or other similar proceeding under any law for relief of debtors, or the involuntary appointment of a receiver, custodian, liquidator or trustee in bankruptcy of the other party’s property, where such petition or appointment is not vacated or discharged within sixty (60) days after the filing or making thereof. SELLER has the right at any time to demand adequate assurance from Customer of Customer’s ability to pay for ART and/or services purchased. In the event Customer is unable to or unwilling to provide such adequate assurance, SELLER may suspend or terminate operations hereunder. SELLER’s right to adequate assurance from Customer shall not be affected by Customer’s filing for bankruptcy, rehabilitation, insolvency, receivership, reorganization, dissolution, liquidation, trusteeship or similar proceeding.

28. Language: These Terms are formulated in the English language. All communications, notices and documentation regarding the execution of these Terms shall be in English.

29. Severability. If any provision of these Terms is determined to be illegal, invalid, or unenforceable by an arbitrator or court of competent jurisdiction, then the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision, the Parties shall add one or more provisions as similar in substance as may be legal, valid and enforceable under applicable law.

30. Survivability. All rights, obligations, and duties hereunder, which by their nature or by their express terms extend beyond the expiration or termination of a Order, including but not limited to Limitations of Liability, Warranties, Payment, and Confidentiality, survive the expiration or termination of such Order or Agreement.

31. Modifications. Any proposed modification will be evidenced by a written change request submitted by Customer and must be agreed to in writing by SELLER. If, in SELLER’s discretion, the proposed modifications would cause a material increase or decrease in the cost of, or the time required for the performance of, any part of the work in this Order, SELLER shall be entitled to an equitable adjustment in the purchase price or delivery schedule or both. The change will become effective, and SELLER will commence performance, after the parties have agreed in writing upon any equitable adjustments applicable to the modifications, and the Order shall be deemed to be modified to include the modifications. Unless otherwise agreed in writing, upon performance of the change Order, SELLER will be entitled to invoice Customer for the costs of the change, even if SELLER agreed to proceed with the change prior to such written agreement.

32. No Third Party Beneficiaries. These Terms are for the exclusive benefit of the Parties and not for the benefit of any other person or entity. There are no third party beneficiaries of these Terms or the transactions contemplated hereby.

33. Relationship of the Parties. Neither Party is a partner, agent or, legal representative of the other Party and no fiduciary relationship between the parties is created by this Agreement. SELLER is an independent contractor in the performance of this Agreement and each Party retains authority to manage its personnel, workers, subcontractors and operations required for performance of its obligations hereunder.

34. Attorney’s Fees. If SELLER brings an action or asserts a counterclaim for enforcement of the terms and conditions of any Order, Customer agrees that SELLER shall be entitled to an award of its reasonable attorney fees and court costs associated with such enforcement or any counterclaim proceeding.

35. No Waiver. Failure of any Party to enforce at any time any of the provisions of these Terms or to exercise any option herein provided, or to require at any time performance by the other Party of any of the provisions hereof, shall not be construed to be a continuing waiver of any provisions nor in any way to affect the validity of these Terms or any part thereof, or the right of either Party to take any action in the future to enforce any provision hereunder.

36. Assignment. Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party, except that SELLER may, without the prior consent of Customer, assign proceeds due or to become due under these Terms. Any assignment or delegation, or any purported assignment or delegation, in violation of this Clause, is void.
Notwithstanding the foregoing clause, SELLER may assign any and all of its rights and obligations hereunder upon notification to Customer to (i) any affiliated company; (ii) a third party pursuant to any sale or transfer of all or part of the assets or business of SELLER; or (iii) a third party pursuant to or in connection with any financing, merger, consolidation, change in control, reorganization or other business combination involving SELLER.

37. Entire Agreement. These terms constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous forms, agreements, communications, representations, either verbal or written, between the Parties, which are expressly merged into these Terms. The provisions of these Terms may not be explained, supplemented, or qualified through evidence of trade usage or prior course of dealings. There are no conditions precedent to the effectiveness of these Terms other than those expressly stated herein. These terms and shall only be amended or modified by a written instrument duly executed by an authorized representative of each Party.

38. Precedence
In the event of any inconsistency among the provisions of these Terms and the other documents and agreements between the Parties, such inconsistency shall be resolved by giving precedence to this Terms.