Governing Provisions; Order Acceptance: These terms and conditions (“Terms”) govern the sale any products (the “Products”) sold by or on behalf of Race Winning Brands or its affiliates, and its portfolio of companies (currently Boostline Products, Corsa Performance, Dart Machinery, Diamond Pistons, Haltech, JE Pistons, Manley Performance, MGP, PAC Racing Springs, ProX Racing Parts, Rekluse, RevMax,Transmission Specialties, Trend Performance, Victory 1, Volant and Wiseco Performance Products), (herein referred to collectively as “RWB”) to the buyer of the Products (“Buyer”). The quote, order acknowledgment and/or invoice of RWB attached to these Terms, together with these Terms, other specifications for the Products and any packing slip of RWB comprise the entire agreement between the parties with respect to the Products (the “Contract”). In the event of conflict between a provision in the Terms and any other component of the Contract, these Terms shall prevail. This Contract supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the parties with respect to the purchase of Products. No additional or different terms will be binding upon RWB unless specifically agreed to in writing by an authorized representative of RWB. Any additional or different terms proposed by Buyer, either previously or in the future, whether in a purchase order, other communication or otherwise, are hereby rejected and shall not apply. RWB’s failure to object to provisions contained in any purchase order or other communication from Buyer shall not be construed as a waiver of these Terms nor an acceptance of any such provisions. RWB is not bound by any order until it is either accepted in writing by an authorized representative of RWB or RWB ships the Products, whichever occurs first.
Order Placement and Processing: a) No order will be deemed accepted by RWB until such time as the credit department approves the order, and the order is processed and shipped from RWB Distribution Center. b) All orders must be submitted in writing via fax, e-mail, phone call or through our websites. c) All orders requesting expedited shipping/freight, including but not limited to Air Freight, Next Day, 2-day, and 3-day, must be submitted to RWB Sales, and confirmed that the item is available by 1:00 PM Eastern Standard Time, to be processed and shipped the same day. All expedited shipping orders confirmed after 1:00 PM Eastern Standard Time will be shipped the next business day. d) RWB acceptance of Buyer’s order is expressly conditioned on Buyer’s unconditional assent to these Terms in lieu of any terms and conditions in Buyer’s order or in any other Buyer communication. For orders placed through our websites, these Terms shall prevail over any conflicting terms set forth on the websites. RWB hereby rejects any terms or conditions in Buyer’s order or in any other communication that conflict with or that purport to add to or modify these Terms. All such contrary terms and conditions will be deemed stricken and will be null and of no effect. e) RWB may at any time, or from time to time, change or substitute reasonably similar materials. Such changes will be valid if they are of reasonably similar quality to the substituted goods. Buyer may by written notice, request changes. Acceptance of any such change must be in writing by RWB. If such acceptance results in an increase or decrease of the cost of, or time required for, performance of an order, an equitable adjustment will be made by RWB and evidenced by a written amendment to an order.
Delivery; Title: RWB does not guarantee delivery on any specific date and RWB will not be liable for any damages caused by a delay in a projected or estimated delivery date. The Products are delivered FOB shipping point, using RWB’s standard methods for packaging and shipping any Products. Acceptance of a shipment by a common carrier constitutes delivery to Buyer, at which time all risk of loss transfers to Buyer. RWB may choose the means of transportation and the route of shipments unless otherwise agreed in writing prior to acceptance of an order. Delivery or tender of all or part of the goods in an order on or before the date specified as the complete delivery date shall constitute timely delivery. Therefore, any delivery shall be valid unless prior thereto RWB receives written notice of cancellation by certified mail.
Shortages: The Buyer must make any claim for shortages and other errors in delivery in writing to RWB within five (5) days after receipt of the Products. Failure to give such notice constitutes an unqualified acceptance of the Products and a waiver of any claim Buyer may have regarding the delivery. RWB reserves the right to make delivery in installments. Any installments will be separately invoiced and paid for when due, as set forth on the invoice, without regard to subsequent deliveries. No deduction should be made, nor will one be allowed, until a credit memo for claimed shortages is issued by RWB. Only then should deduction be taken in the month following issuance of our credit memo. Failure to follow this procedure may result in account being put on hold, or loss of discount.
Cancellation. The Buyer may not cancel an order after it is accepted by RWB, unless RWB agrees in writing. Any reduction in quantities ordered constitutes a cancellation. In the event RWB agrees to a cancellation, Buyer shall pay all costs and expenses (including indirect expenses) directly or indirectly caused by Buyer’s cancellation. Custom piston orders will be subject to a 50% cancellation fee once the product has undergone engineering.
Default: Each of the following are an “Event of Default”: (i) Buyer fails to pay RWB for any amount owed to RWB under the Contract when due; (ii) Buyer breaches any provision of the Contract; (iii) Buyer files a petition, answer or consent to a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or similar law; (iv) Buyer consents to proceedings or actions instituting a receiver, liquidator, assignee, trustee, custodian or similar official of the Buyer; (v) the insolvency of Buyer; and/or (vi) RWB’s good faith believe that Buyer will not be able to meet its payment obligations when they become due. Upon an Event of Default, RWB may, in addition to exercising any or all other rights and remedies that RWB may have, (i) demand full or partial payment in advance before proceeding or continuing with performance of the Contract, (ii) defer delivery of the Products, (iii) without notice to Buyer, cancel any or all of RWB’s unperformed obligations under the Contract or with any other agreement to which Buyer and RWB are parties, and/or (iv) change the payment terms for Buyer. Upon any cancellation pursuant to this Section, Buyer shall pay RWB for any Products delivered and for the full Price of any accepted order at the time this Contract is terminated.
Quotations; Prices: Any written quotations automatically expire 30 calendar days from the date issued unless sooner terminated by notice. Verbal quotations expire, unless accepted in writing, the same day they are made. Buyer shall pay the purchase price for the Products specified in the quotation or invoice, as applicable, and shall at all times be subject to any then applicable pricing policy of RWB, including any modifications or adjustments to the pricing policy (the “Price”). The Price will include ordinary pre-delivery packing only. Prices are subject to escalation in future quotations or orders.
Price Changes: a) RWB shall notify its customers of any price changes on any RWB manufactured products. Products manufactured by all third-party vendors for Race Winning Brands are subject to price changes without advance notice. b) Should RWB lower the price of any brand product, RWB WILL NOT compensate or credit any customer to reflect the new lower cost of the product in their inventory. c) Should Race Winning Brands announce a price increase, the customer will be allowed the existing price of their ordered items up to the effective date of the price increase.
Payment: Unless otherwise stated in the Contract, net invoice amounts are due upon receipt of the invoice. RWB may issue invoices as it makes partial shipments. Prices do not include taxes or other charges. The Buyer shall pay any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, inspection or testing fee, or any other like tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between RWB and Buyer, in addition to the Price. In the event RWB is required to pay any tax, fee or charge and/or any associated penalties and interest, Buyer shall promptly reimburse RWB. If Buyer is exempt from any applicable tax or fee, then Buyer shall provide RWB at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. All payments shall be made in United States currency. If shipment is delayed beyond the scheduled date for the convenience of Buyer, payment shall be due in full when RWB is prepared to make the shipment. Prices for goods specified herein are exclusive of all city, state and federal taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Buyer agrees to pay such taxes directly or to reimburse RWB for all such taxes. Any purchase made by credit card may not be cancelled without written permission by RWB. Should production be curtailed by unavoidable causes, RWB reserves the right to fill each order in proportion to production. Sales Tax: Where we do not have a valid resale certificate on file for the entity at the point of delivery, we shall charge sales tax for all merchandise shipped or drop-shipped.
Delinquent Accounts: Should an account become delinquent to the point where RWB management deems it necessary to start a legal collection process, said account will be responsible for all attorney fees and other costs of collection. Interest shall be payable by Buyer on any amount not paid when due at the rate of 1.5% per month, or the maximum rate allowable by law, whichever is less, calculated daily and compounded monthly. Buyer shall reimburse RWB for all collection costs, court costs, administration costs, investigation costs, attorneys’ fees and all other incidental costs, charges or expenses incurred in the collection of past due amounts or otherwise resulting or arising from any breach by Buyer of the Contract.
Returned Payments: All customers whose payments are returned, canceled, charged back, or otherwise left unpaid to Race Winning Brands will be charged a $100.00 handling fee.
Limited Warranty and Limitation of Liability. RWB warrants that any Product manufactured by RWB will be free from defects in material and workmanship for 30 days following date of original purchase (“RWB Warranty”). The RWB Warranty extends to the End-User of such Product. The “End-User” is defined as the person purchasing the Products directly from RWB or an authorized dealer of RWB. RWB specifically disclaims all warranties on any Product or product (express or implied) not manufactured by RWB, as well as any Product or product sold by any third party that is not an authorized dealer of RWB. No warranty is transferable by the End-User. As a condition to granting the RWB Warranty, Buyer covenants to use the Product with due care and consistently with the Product’s specifications. Any failure of Buyer to adhere to this covenant voids the RWB Warranty. Such failure includes, without limitation, misuse, mishandling, misapplication, neglect (including but not limited to improper maintenance), accident, improper installation, modification (including but not limited to use of unauthorized parts or attachments), or adjustment or repair performed by anyone other than RWB. THE RWB WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES (EXCEPT OF TITLE), ARISING FROM OPERATION OF LAW, OR ARISING FROM TRADE USAGE OR COURSE OF DEALING, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. RWB shall not be subject to any other obligations or liabilities whatsoever, with respect to the Products manufactured or furnished by it, or any undertakings, acts or omissions relating thereto. If Buyer believes a Product is defective and therefore covered by the RWB Warranty, the original buyer shall initiate an RMA as set forth in Section 13 of this Contract. If RWB determines that such Product is covered under the RWB Warranty, then RWB, at its option may, (i) repair the Product, (ii) replace the Product, or (iii) refund the Price of the Product. RWB WARRANTIES MANUFACTURING DEFECTS ONLY, PERFORMANCE OR RACING PRODUCTS ARE NOT WARRANTED FOR WEAR OR BREAKAGE UNDER ANY CIRCUMSTANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CONTRACT, RWB SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THE PRODUCT/CONTRACT (WHETHER ARISING BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE AND WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN): (I) ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE, ANY WASTED EXPENDITURE, OR ANY LOSS OR CORRUPTION OF DATA (REGARDLESS OF WHETHER ANY OF THESE TYPES OF LOSS OR DAMAGE ARE DIRECT, INDIRECT OR CONSEQUENTIAL); OR (II) ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING, EVEN IF ANY OF THE LIMITED REMEDIES OF THIS CONTRACT FAIL TO FULFILL THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL RWB’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PRODUCTS, ANY ANCILLARY SERVICES PROVIDED BY RWB, OR THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO RWB WITH RESPECT TO THE PRICE PAID FOR SUCH PRODUCT OR PRODUCTS GIVING RISE TO RWB’S LIABILITY.
Return of Products for Credit Consideration. RWB’s companies are not required to accept any returns but may accept returns from time to time in its sole discretion. Only Products that are new, unused, have never been installed, and remain undamaged are eligible for returns. All Products returned must have an authorized RMA (Returned Materials Authorization) number issued by a RWB Company. Buyer shall apply for an RMA number by contacting RWB Company (phone or email). When applying for the RMA number, Buyer must provide the article/Product serial number, date of original shipment, invoice and any other details requested by a RWB company).
RMAs must be separated into three (3) different categories: (A) Stock Return, (B) Warranty, and (C) Return for inspection purposes, all shipments of returned merchandise must be sent freight prepaid.
Products returned for the convenience of Buyer, or any reason beyond the control of RWB company, will be subject to a minimum service charge of 20% of the invoiced Price for such Products. The Buyer shall prepay all transportation costs associated with a return. The return of any nonstandard Products may be subject to higher restocking fees at RWB’s Companies sole discretion. Should a claim be found to be a valid RWB Warranty claim, Buyer shall receive pre-paid freight reimbursement from RWB’s Companies plant of origin to the original shipping destination. No obsolete or customized Products or parts may be returned. All items returned to RWB Companies must be shipped freight prepaid, properly protected and intact to the respective RWB brand facility, contact RWB brand for destination address. This policy ONLY applies to Products purchased directly through a RWB Company. For any other purchases, please contact your authorized retailer directly. Arrangements must be made in advance – before item is returned to RWB Company. Products shipped prior to cancellation or refused upon delivery may be charged published shipping cost rates for both outbound and returned shipping. In ALL cases shipping costs will not be refunded. Returns must be initiated by the original purchaser. There are NO returns or refunds awarded on used or installed Products. In order to begin a return, please call us directly to speak with a representative regarding all returns. (See RWB Company Website for Contact Info.)
All Freight Collect Shipments Will be Refused: Returned merchandise is subject to our inspection and a 20% handling fee. The credited price on returned merchandise will be based on customer’s last acquisition cost. A deduction for the amount of our credit memo may be taken in the month following date of issue. Return merchandise is subject to this agreement, specifically sections 13, 14 and 15.
Special Order/Custom/Non-Refundable Products: Any Special-Order Part is non-refundable and cannot be applied toward any stock adjustment, restocking fee or refund. Special order parts shall be deemed as: a) Any items not in the current catalog or in the current price sheet that is serviced by RWB at the request of the customer. Example: a service part or component that is part of a custom order part set but not cataloged or priced on its own. b) Any items on the current price sheet coded as “Inactive”. The “Inactive” designation represents “Non-Returnable”. Example: a Custom Part or Modified Part. c) Any items on the current price sheet that are not in the current catalog and are coded as “Discontinued”. The “Discontinued” designation represents a discontinued item that is available while supplies last.
Confidentiality: All non-public, confidential or proprietary information of RWB, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, pricing, discounts or rebates, disclosed by RWB (or any of its subcontractors or sub suppliers) to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed, used or copied unless authorized in advance by RWB in writing or unless expressly permitted in the Contract. Upon RWB’s request, Buyer shall promptly return all documents and other materials received from RWB. RWB shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party not under an obligation of confidentiality with a RWB Company. Neither Buyer itself shall, nor shall Buyer permit any party to, reverse engineer RWB’s Products and or Product components.
Advertising Policy: RWB has developed many products bearing brand names or trade names, logos, and copyrighted material that it distributes under its own trademarks or service marks and associated logos and trade dress (collectively the “Marks”). RWB also holds copyrights to the material in all its catalogs and advertisements, as well as photographs of Products, or any similar or derivatives thereof, or any of its materials that are subject to copyright protection. In connection with any form of advertising, including but not limited to, publication, catalog, web page, other printed matter, audio, video, or electronic material unless the dealer meets the following requirements: a) Is a direct RWB customer and redistributes or sells RWB Brand products on a whole-sale or retail basis. b) All RWB Brand Marks are used in advertisement for the purpose of promoting and selling. c) All Race Winning Brands or Marks used for advertisement are unaltered.
Internet Sales and Advertising Limitations: No person or company may use RWB’s intellectual property for purposes of advertising, selling, or describing Products on the internet or other form of electronic medium without the express written consent of RWB. Intellectual property for purposes of these Internet limitations includes but are not limited to Trademarks, trade names, trade dress, photographs, and all other copyrighted materials. This limitation is all inclusive and is applicable to all direct RWB Customers and any third-party resellers, jobbers, or installers who advertise or represent RWB Products. Customers may not purchase a domain name utilizing registered trademarks of RWB.
Security Interest: As collateral security for the payment of the Price of the Products, Buyer hereby grants to RWB a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code.
Indemnity: BUYER SHALL INDEMNIFY AND DEFEND RWB AND ITS AFFILIATES AGAINST ANY AND ALL LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES AND OTHER COSTS OF DEFENDING ANY ACTION) THAT IT MAY SUSTAIN OR INCUR AS A RESULT OF: (I) THE USE, OPERATION OR POSSESSION OF THE PRODUCTS BY BUYER, (II) THE ALTERATION OR MODIFICATION OF THE PRODUCTS OR THE USE OR COMBINATION OF THE PRODUCTS WITH OTHER PRODUCTS OR DEVICES BY BUYER, (III) A NEGLIGENT OR WILLFUL ACT OR OMISSION OF BUYER, (IV) THE BREACH BY BUYER OF THIS CONTRACT, OR (V) THE FAILURE OF BUYER TO COMPLY WITH ANY APPLICABLE LAW OR REGULATION.
Governing Law; Venue: The Contract and all claims arising from the relationship between RWB and Buyer will be interpreted, governed, and enforced exclusively by the laws of the State of Ohio, without regard to any conflict of laws principles and to the exclusion of the provisions of the United Nations Convention on the International Sale of Goods. The parties agree that any claims or controversies related to or arising from the Contract, or otherwise between RWB and Buyer shall be subject to the exclusive jurisdiction of the federal and state courts in the State of Ohio, and each hereby consents to the exclusive jurisdiction of such courts. Buyer agrees that any and all processes directed to it in any such litigation may be served upon it outside of the State of Ohio with the same force and effect as if such service had been made within the State of Ohio.
Assignment: The Contract shall be binding upon the respective permitted assignees, successors, executors, administrators, and heirs of the parties.
No Waiver/Severability: Any waiver by either party of any breach of any provision of the Contract shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver or modification of any right under the Contract. If any part of the Contract is void, voidable, invalid, or unenforceable, for any reason, the other provisions in the Contract shall then be considered divisible as to such part, with the remainder of the Contract remaining as valid and binding as though such part were not included in the Contract.
Export: Buyer represents and warrants that it will not directly or indirectly arrange for or participate in the export or sale of Products, in whole or in part, outside of the territory agreed to by Buyer and RWB or, if none, the country to which RWB shipped the Products (the “Territory”), without RWB’s prior written consent. Buyer agrees that Buyer will take all reasonable and adequate steps to prevent the export or sale of the Products outside of the Territory by others who purchase or lease from Buyer who might reasonably be expected to export or sell them outside the Territory. It shall be Buyer’s responsibility to investigate and determine whether any sale or lease by Buyer would be in violation of this Section 24. In the event that Buyer is in violation of this Section 24, any and all warranties provided by RWB for the Products involved in such violation shall immediately become null and void and Buyer shall indemnify and hold RWB harmless from any liability arising out of such prohibited export or sale.
The Buyer hereby certifies that products, software, or technology (“Items”) acquired from RWB will not be exported, re-exported, sold, or otherwise transferred in violation of applicable export controls and sanctions laws and regulations including but not limited to the Export Administration Regulations administered and enforced by the Commerce Department’s Bureau of Industry and Security (“BIS”); the laws, regulations, and Executive Orders administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”); and any other similar applicable foreign trade laws and regulations.
Without limiting the generality of above, the buyer certifies that it will not under any circumstances export, re-export, sell, or otherwise transfer Items acquired from RWB directly or indirectly to or for: Crimea, Cuba, Iran, Russia, Syria or North Korea, or any other country or territory subject to comprehensive U.S. sanctions applicable to RWB’s Items from time to time; except as authorized or permitted, any person or entity included on a restricted party list maintained by the US Government related to trade compliance. Such parties include but are not limited to parties included on the Specially Designated Nations and Blocked Persons List and the Sectoral Sanctions Identification List maintained by OFAC, including entities owned 50% or more by such parties, as well as those parties included on the Entity List, the Denied Persons List, and the Unverified List maintained by BIS. Except as authorized or agreed, the buyer hereby certifies that the Items acquired from RWB will not be used, directly or indirectly, in: military activities; terrorist activities; nuclear explosive activities; unsafeguarded nuclear activities; or in the design, development, production, stockpiling, or use of chemical weapons, biological weapons, or in missiles, rockets or unmanned air vehicles. The Products consists of foreign and domestic merchandise. Buyer is solely responsible for determining origin of product if sold by mail order or other promotional advertisement where origin information is required or represented.
Intellectual Property: All intellectual property rights in, or relating to, the Products are owned by or licensed to RWB, and nothing herein shall have the effect of transferring the ownership of such intellectual property rights to Buyer. In the event of any third party demand, claim or action alleging that the proper use of the Products by Buyer in accordance with any instructions and directions issued with or in relation to such Products by RWB infringes any patent or other intellectual property right belonging to a third party, Buyer shall: (i) promptly notify RWB in writing of such claim; (ii) not make any admission in relation to or attempt to settle or compromise the claim; (iii) give RWB express authority to conduct all negotiations and litigation, and to settle all litigation, arising from such claim; and (iv) provide RWB with all available information, documents and assistance as RWB may reasonably require, including without limitation ceasing to use the Products if deemed reasonably necessary by RWB until the infringement claim is resolved. RWB may also, at any time, at its option: (i) procure for Buyer the right to continue to use the Products and/or Services in question, free of any liability for such infringement; or (ii) direct Buyer to cease use of and not market or sell such Products and/or Services and (a) modify the Products and/or Services in question so that they become non-infringing; (b) substitute the Products and/or Services in question with functionally equivalent non-infringing Products and/or Services; or (c) refund the price paid by Buyer for the infringing Products and/or Services. This section states the entire liability of RWB for any infringement of third-party intellectual property rights. Buyer shall indemnify RWB from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with any third party demand, claim or action alleging that any Product manufactured or Service provided by RWB in accordance with designs and/or specifications provided to RWB by Buyer infringes any patent or other intellectual property right belonging to a third party.
Force Majeure: RWB shall not be liable for damages under the Contract for a delay or failure in its performance under the Contract as a result of causes beyond its reasonable control, including any law, order, regulation, direction, or request of any government having or claiming to have jurisdiction over RWB, its subcontractors and/or its suppliers; failure or delay of transportation; insurrection, riots, national emergencies, war, acts of public enemies, strikes or inability to obtain necessary labor, manufacturing facilities, material or components from RWB’s usual sources; fires, floods or other catastrophes; acts of God, acts of omissions of Buyer or any causes beyond the reasonable control of RWB and/or of its suppliers. Upon the giving of prompt written notice to Buyer of any such causes of a delay or failure in its performance of any obligation under the Contract, the time of performance by RWB shall be extended to the extent and for the period that its performance of said obligations is prevented by such cause.
Anti-Bribery Compliance: Buyer hereby certifies that Buyer and its directors, officers, employees, agents, sub-contractors and/or consultants: (i) are familiar with, and shall comply in all respects with, all applicable laws in force from time to time regarding bribery, fraudulent acts, corrupt practices and/or money laundering, including the U.S. Foreign Corrupt Practices Act, as amended, and the U.K. Bribery Act 2010, as amended; (ii) have not and shall not authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with the Contract to any “foreign official,” including (a) any official, agent, or employee of any government or governmental agency; (b) any political party or officer, employee or agent thereof; or (c) any holder of public office or candidate for political office; and (iii) are not officials or employees of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or affiliate of a government instrumentality. Buyer understands that for purposes of this section, a “foreign official” may include an employee or official of a commercial entity in which a government body has an ownership interest or exerts control over the activities of such entity, as well as officials and employees of public international organizations.
Term: The Contract will remain effective for so long as may be necessary to give effect to its purpose as set forth herein. If any provision of the Contract shall be found to be unlawful or unenforceable, that provision shall be deleted from the Contract and the remaining provisions shall, insofar as possible, be given full force and effect.
