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Last updated: October 31st, 2011
TERMS OF AGREEMENT
ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS
YOU OR YOUR INSTALLER ARE RESPONSIBLE FOR THE CORRECT USE AND INSTALLATION OF YOUR WIRING HARNESS OR ELECTRICAL DEVICE.
Agreement between, Pacific Supply group, DBA Portland Wiring Harness, known as “PWH” and subsidiaries, Buyer and/or customer.
1) Buyer is considered the owner of all specifically identified tooling, dies and similar items that Buyer owns and places in PWH’s possession for the purpose of manufacturing the Products or providing the Services (the “Buyer Tooling”). Buyer is responsible for paying for any necessary replacements of and repairs to the Buyer Tooling. PWH assumes no obligation or liability with respect to the Buyer Tooling or any other property of Buyer to which PWH is not taking title, including tangible personal property of Buyer upon which PWH will be performing Services (the “Buyer Property”). PWH is not obligated to segregate, label, protect, insure or take any other action with respect to managing and safeguarding the Buyer Tooling and Buyer Property. Buyer accepts all risk of loss and damage to the Buyer Tooling and Buyer Property. PWH is considered the owner of all tooling, dies and similar items used by PWH in connection with the Products and Services other than the Buyer Tooling (“PWH Tooling”). Buyer acquires no interest in the PWH Tooling, notwithstanding any charges, amortizations or other costs included in the pricing or otherwise paid by Buyer in relation to the PWH Tooling. PWH may use the Buyer Tooling and the PWH Tooling without restriction in any of its business operations, including in the manufacture of the Products, provision of the Services, and the manufacture of products and provision of services for other customers.
2) Products manufactured by PWH and PWH Services – Buyer understands and acknowledges that all Warranties are non-transferable. Seller’s products and services are covered by a limited lifetime service warranty. Limited lifetime warranty covers parts and labor. Liability is limited to replacement only, warranty is subject to approval; Burned out, over driven, abused, or items with physical damage are not covered. Burned wires, un-taped, modified, cut, or rodent chewed wiring harness are not covered.
3) No modification of this Agreement or waiver of any of its terms will be binding on PWH unless clearly expressed in writing and signed by an authorized representative of PWH.
4) PWH is not responsible for individual states laws, the legality of the product or service purchased by Buyer is the sole responsibility of the Buyer to verify that purchased products and services are legal to install and use in Buyer’s state. PWH in no way makes any claim regarding federal and state emissions law, carb regulations, coastguard regulations, or any other applicable law. Some product that Seller offers are considered off-road use only, when not allowed for use on State and/or Federal roadways by State and/or Federal laws.
5) Items sent in for repair are sent at Buyer’s expense and risk, full shipping insurance is recommend by PWH. Buyer will be responsible for return shipping, if Buyer does not accept PWH’s email quotation, order conformation, or separate written agreement signed by an authorized representative of PWH. In the event that PWH issues a credit against the sale of Buyer’s goods, and the Buyer does not complete transaction with PWH, said credit shall be forfeited to PWH.
6) In the event that Buyer sends to PWH an item for rebuild, restoration, or repair, and PWH has provided Buyer an email quotation, order conformation, or separate written agreement signed by an authorized representative of PWH, and Buyer has not responded to PWH, within fifteen (15) days, the item will be considered abandoned. After thirty (30) days with no communication from the Potential Buyer, PWH will charge $50 per month storage fee. Said fee will be retroactive to the last date of Buyer’s communication with PWH. Said charge will be assessed on Buyer’s indicated payment method or billed to Buyer at PWH discretion. PWH will not commence on Buyers product or order until payment has been paid, deposit or in full at PWH’s discretion.
7) Shipping for Rush orders are the Buyer’s responsibility.
8) Buyer understands that PWH does not provide weekly, monthly or any other period of updates on orders, Buyer is encouraged to contact PWH via email, if Buyer has a question or desires an update.
9) Delivery dates are approximate. The failure to meet an indicated delivery date will not constitute a breach of this Agreement. In no event shall PWH be liable for any claims for labor or for any special, indirect, incidental, or consequential damages including, but not limited to, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), lost sales, or any other damages resulting from delay in delivery. If Seller’s production or delivery is delayed, Seller may allocate production and delivery among its customers in a manner it deems reasonable. Seller reserves the right to change or re-designate any product source listed in this Agreement. There is no guaranteed time limit on custom work, estimates are given for rotating electrical but will not ship until they are pass our quality control testing. All estimates on wiring harnesses rebuilds are generalized estimates based on past harness build time. There is no way to give an exact or approximate time to completion because each harness is different and new or reclaim pins may need to be cleaned and processed prior to install. Rebuilt or manufactured harnesses will not ship unit they have passed our quality control testing.
10)SHIPPING LYABILITY: Buyer shall indemnify and hold harmless PWH from and against any claims, damages or liabilities suffered by PWH resulting from any acts or omissions of carrier. Title to the products and risk of loss to the products and service Items shall pass to the Buyer at the point of shipment from PWH s facility, whether freight prepaid or freight collect to destination, regardless of which party selects the carrier and arranges the freight charges or particulars of shipment. Risk of loss for damage or delay in transit shall be borne by Buyer. Buyer shall file and pursue any claims directly with the carrier related to loss, damage or delay in transit, and Buyer shall not assert such claims against PWH.
11) Buyer must pay for the products or service Items Before work begins or parts are ordered. Buyer will pay a holding charge determined in good faith by Seller and/or Seller may charge monthly storage fee. PWH has the right to sell or scrap any abandoned parts or tooling.
12) All communication between PWH and customer is recorded, applies to verbal as well as written. Buyer understands that all communication is property of PWH and to be used for training purposes at PWH’s discretion. Buyer or Potential Buyer waives any rights granted by individual states regarding recorded phone calls.
13) Buyer understands that PWH has ordered and/or built the harness to specifications provided by buyer. PWH is only responsible for building to that specified requirement.
14) If this Agreement concerns Products or Service Items for original equipment production, (a) PWH is not required to supply for the “life-of-program,” but instead only for the time specified in this Agreement or, if no time is specified, at PWH’s sole discretion, and (b) PWH is not required to supply service parts. PWH is only required to supply service parts if Buyer advises PWH of those requirements, complete with a detailed release schedule, and PWH agrees in writing to supply the service parts.
15) If Buyer is purchasing the Products or Services for a government contract or sub-contract, Buyer shall promptly notify PWH of that fact and of any contractual terms from the government procurement laws and regulations that Buyer is obligated to include in its contracts for such Products or Services. No government procurement provisions will be included in this Agreement unless agreed to in a writing signed by an authorized representative of PWH.
16) The purchase price of the Products or Services shall be as stated in PWH’s email quotation, order conformation, or separate written agreement signed by an authorized representative of PWH, as applicable. As stated hearin, the purchase price does not include shipment costs, which are the sole responsibility of the Buyer. Shipping costs are non-refundable.
17) All taxes, duties, fees, assessments or other charges of any kind imposed by any federal, state, municipal or other governmental authority which PWH is required to collect or pay with respect to the provision, production, sale or shipment of the Products or Services shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse PWH for any such payments made by PWH.
18) In additional to any other rights set forth herein, in the event that the Buyer fails to make payment in full or in part when due or refuses to pay any applicable price increases or surcharges, PWH shall have the right to: (i) immediately suspend performance and cancel the unfinished portion of any outstanding orders, (ii) declare all unpaid amounts for the Products or Service Items delivered immediately due and payable, and (iii) withhold further deliveries. If PWH elects to proceed with an order after the suspension of performance, PWH shall have an extension of time for performance as is necessitated by the suspension. PWH shall have the right to enforce payment of the full purchase price, including any price increase, storage costs, or surcharge, for Products or Service Items already delivered or in process. Buyer shall reimburse Seller for all costs of collection, including reasonable attorney’s fees, incurred because of Buyer’s failure to make payments when due.
19) Products not manufactured by PWH –SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. AT SELLER’S DISCRETION, BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE CONFORMANCE OF ANY PRODUCTS OR SERVICE ITEMS FURNISHED BY SELLER UNDER THIS AGREEMENT SHALL BE LIMITED TO EITHER: (1) REPLACEMENT OF SUCH PRODUCTS OR SERVICE ITEMS AT THE POINT OF SHIPMENT FROM PWH’S FACILITY, OR (2) STORE CREDIT AGAINST THE PURCHASE PRICE OF SUCH PRODUCTS OR SERVICE ITEMS UPON AUTHORIZED RETURN THEREOF, AT SELLER’S DISCRETION. In the event PWH has authorized Buyer to scrap all or any portion of the Products or Service Items, the scrap allowance is to be credited to Seller. The employees and representatives of PWH are not authorized to make any statement or representation as to the Products or Service Items inconsistent with this Agreement and no such statements made will be binding upon PWH or be grounds for any claim.
20) Terms and conditions set forth herein, together with PWH’s email quotation, order conformation, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between PWH and Buyer (hereinafter, this “Agreement”), superseding completely any prior oral or written communications.
21) No claim for damages for non-conforming Products or Service Items will be allowed unless Buyer provides PWH with written notice of the claim within thirty (30) days of the date the Products or Service Items were delivered to Buyer. To assert such a claim, Buyer must (a) at PWH’s request, return to Seller 100% or, if agreed by PWH, a lesser but still statistically relevant percentage of the Products or Service Items claimed to be non-conforming, and (b) provide reasonable evidence to support the claim, including, if requested by PWH, results of diagnostic tests, evaluations and investigations performed by Buyer or Buyer’s customer. Products or Service Items for which damages are claimed shall not be returned, repaired, or discarded without PWH’s prior written consent. If requested by PWH, the non-conforming Products or Service Items must be returned to Seller at Buyer’s expense within ten (10) days of PWH’s request. No claims, rejections or returns for non-conforming Products or Service Items will be permitted unless Buyer cooperates in full with Seller’s technical personnel to determine the cause of the non- conformance.
22) Claims by Buyer with respect to shortage of Products or Service Items invoiced or for damaged Products or Service Items must be made to Seller in writing no later than Thirty (30) days from the date the Products or Service Items were delivered to Buyer. All claims must be made only for substantial cause, must be in writing, and must specify the reason(s) for the claim. THE FAILURE TO NOTIFY SELLER OF ANY CLAIM WITHIN THE TIME PERIOD SPECIFIED BY THIS SECTION SHALL CONSTITUTE A WAIVER OF AND BAR SUCH CLAIM. SELLER SHALL INCUR NO LIABILITY FOR SHORTAGE OR DAMAGE ALLEGED TO HAVE OCCURRED OR EXISTED AT OR PRIOR TO DELIVERY TO THE CARRIER UNLESS BUYER SHALL HAVE ENTERED FULL DETAILS THEREOF ON CARRIER’S DELIVERY RECEIPT WHICH MUST BE SIGNED BY THE CARRIER’S AGENT. SELLER MUST BE GIVEN AN OPPORTUNITY TO INVESTIGATE THE CLAIM BEFORE BUYER DISPOSES OF THE PRODUCTS OR SERVICE ITEMS. ANY DAMAGED PRODUCTS OR SERVICE ITEMS SHALL NOT BE RETURNED, REPAIRED OR DISCARDED WITHOUT SELLER’S WRITTEN PERMISSION.
23) PWH is not responsible for any other costs incurred by customer because of part failure, this includes but is not limited to shipping costs, tow charges, mechanic charges, rental charges, or other damaged parts.
24) All warranties are subject to inspection to be conducted by PWH’s employees only. Product must be registered with-in 30 days of install, or all warranties are void. Registration must include photos of the install, and photos must show power and ground cable to the alternator, fuse, batteries used and the installation of the product purchased from PWH. Also in registering the warranty the Buyer must provide proof that there are no defects in any other components associated with PWH ‘s product, including but not limited to, PCM/ECU, battery and battery cables, excessive load, defective sensors, modules, and electric fans. Failure to do so will automatically void warranty. The following condition will not be covered by any warranty offered by PWH, physical damage, tampering or disassembly of product in any way, modification, burned parts, rodent damage, and/or damage because of secondary part failure.
25) Notwithstanding anything in this Agreement to the contrary, the following special terms and conditions shall apply to all sales of non-prime and secondary products: (a) any descriptions, samples and specifications for such products are not warranted by Seller to be accurate or complete and PWH shall not be responsible for the consequences of any inaccuracies, insufficiencies or omissions in such descriptions, samples and specifications; (b) such products are sold on an “as is” basis, PWH’s facility, unless otherwise specified by Seller; (c) deficiencies of quality, character, size or condition shall not constitute grounds for claim against PWH and no such claims shall be honored; (d) PWH shall not in any event be liable for transportation or handling costs or for the costs of any work done or materials furnished by Buyer or anyone with respect to the products sold or for any incidental or consequential damages in contract, in tort or otherwise to Buyer or anyone else or for any injury to person or property by reason of any deficiencies or alleged deficiencies in such products or any failure or alleged failure of such products to meet applicable descriptions or specifications; (e) Buyer agrees to indemnify and hold harmless PWH from and against all claims, demands or actions in contract, in tort or otherwise, including the defense thereof, brought against PWH, whether based on an act, omission or negligence of Buyer, or act, omission or negligence of PWH, in connection with the manufacture, sale, or use of the products, or upon any defect in the products, whether or not caused by PWH, its agents or employees; and (f) PWH reserves the right to reject any or all bids or withdraw any products from sale.
26) PWH assumes no obligation or liability for any technical advice furnished to Buyer, including without limitation technical advice with respect to the use of the Products or Service Items, all such technical advice being given and accepted at Buyer’s risk. PWH will not be liable for any damages of any kind arising out of or relating to the use of or the inability to use the information provided, including but not limited to any special, indirect, incidental or consequential damages including, without limitation, demurrage charges, cost of shipment, downtime, lost profits (whether direct or indirect), or lost sales, whether foreseeable or not, and even if PWH has been advised of the possibility of damages.
27) Nothing in this Agreement is to be construed as a grant or assignment of any license or other right to Buyer of any of PWH’s or its affiliates’ intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the Products or the efforts of PWH and Buyer will be owned exclusively by PWH, and Buyer shall reasonably cooperate with PWH in confirming that result.
28) Any pricing or other sensitive commercial information provided by PWH to Buyer is proprietary to PWH and shall be held in confidence by Buyer, shall only be used by Buyer in connection with this sale, and shall not be used for any other purposes or disclosed to third parties without PWH’s prior written consent. Buyer shall be liable for any loss to PWH or commercial gain by others from unauthorized use of confidential information occasioned by Buyer’s failure to comply with this provision.
29) Unless otherwise agree to in writing by an authorized representative of PWH, Buyer shall have no right to audit any books or records of PWH and Buyer shall have no right to enter into any facility owned or controlled by PWH.
30) PWH ‘S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER WARRANTY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES, AND UNDER NO CIRCUMSTANCES SHALL PWH BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DEMURRAGE CHARGES, COSTS OF SHIPMENT, DOWNTIME, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST SALES, DAMAGE TO EQUIPMENT, OR CLAIMS OF BUYER’S CUSTOMERS OR OTHER THIRD PARTIES FOR DAMAGES OR PENALTIES, WHETHER OR NOT BUYER IS LEGALLY OBLIGATED TO PAY THEM. PWH’S LIABILITY HEREUNDER SHALL BE LIMITED TO EITHER: (1) THE OBLIGATION TO REPAIR OR REPLACE, AT SELLER’S SOLE DISCRETION, ONLY THOSE PORTIONS OF THE PRODUCTS OR SERVICE ITEMS PROVEN TO HAVE FAILED TO MEET IN MATERIAL RESPECT THE SPECIFICATIONS ON THE SELLER’S EMAIL QUOTATION, ORDER CONFORMATION, OR SEPARATE WRITTEN AND SIGNED AGREEMENT AT THE TIME OF SHIPMENT FROM PWH’S FACILITY, OR (2) STORE CREDIT AGAINST THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES. PWH AND BUYER EXPRESSLY AGREE TO THIS ALLOCATION OF RISK AND THE PRICE STATED FOR THE PRODUCTS OR SERVICES IS CONSIDERATION FOR THE LIMITATION ON PWH’S LIABILITY. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXCLUSIVE REMEDY DESCRIBED IN THIS SECTION FAILS ITS ESSENTIAL PURPOSE.
31) Buyer agrees to indemnify, defend and hold harmless PWH, its directors, officers, employees, agents, successors and assigns from and against any and all damages, losses, expenses, costs (including without limitation reasonable attorney’s and accountant’s fees), claims, suits, actions, judgments or other liability asserted against or incurred by PWH arising out of (a) Buyer’s breach of its obligations hereunder, (b) Buyer’s negligence or misconduct, or (c) Buyer’s misuse or misapplication of the Products or Service Items or damage to the Products or Service Items caused by Buyer or its employees, agents or customers.
32) PWH shall not be responsible for cancellation or delay in delivery or performance resulting, in whole or in part, from causes beyond its reasonable control, including, but not limited to: acts of God; acts of Buyer; strikes or other labor disturbances regardless of whether or not PWH is capable of settling such strike or disturbance; mill or facility conditions; temporary or permanent mill or facility closures; equipment failure; inability to obtain fuel, material, or parts; war; acts of terrorism; sabotage; riot; delays in transportation; repairs to equipment; natural disasters; epidemics; floods; fires; action of governmental authorities (valid or invalid); severe weather conditions; accidents; explosions; failure of or inability to obtain power, raw materials, suppliers, labor, equipment or transportation; a court or administrative injunction or order; or any other contingency the non-occurrence of which was a basic assumption on which this Agreement was made.
33) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Oregon, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts having authority over the State of Oregon, for any litigation which may arise out of or be related to this Agreement or the purchase or use of the Products or Services. Any action brought in any such court may not be transferred or removed to any other court. Buyer waives any objection based upon forum non-conveniens or any objection to venue of any such action
34) PWH AND BUYER AGREE THAT, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR THE SALE OF THE PRODUCTS OR SERVICES MUST BE BROUGHT WITHIN ONE YEAR AFTER THE DATE ON WHICH THE PRODUCTS OR SERVICE ITEMS IN QUESTION WERE DELIVERED TO BUYER OR THE DATE ON WHICH THE EVENT GIVING RISE TO THE ACTION OCCURRED, WHICHEVER HAS HAPPENED FIRST.
35) PWH and Buyer will attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement or the breach thereof. If a dispute should arise, BUYER AND PWH AGREE TO SUBMIT THE DISPUTE TO MEDIATION. BUYER AND PWH FURTHER AGREE THAT THEIR PARTICIPATION IN MEDIATION IS A CONDITION PRECEDENT TO ANY PARTY PURSUING ANY OTHER AVAILABLE REMEDY IN RELATION TO THE DISPUTE. Mediation involves no formal court procedures or rules of evidence, and the mediator does not have the power to render a binding decision or force an agreement on the parties. Buyer and PWH agree that the entire mediation procedure will be confidential. Buyer or PWH must give written notice of their desire to commence mediation, and a mediation session must take place within forty-five (45) days after the date such notice is given. The mediation shall be attended by representatives of each party with authority to resolve the dispute, and counsel for the parties shall not attend the mediation unless otherwise agreed to by the parties. Buyer and PWH will jointly appoint a mutually acceptable and neutral mediator. If Buyer and PWH are unable to agree upon the appointment of a mediator within seven (7) days after notice of desire to mediate is given, Buyer or PWH may apply to the American Arbitration Association for appointment of a mediator. The mediation shall be held in Oregon City, Oregon. Buyer and PWH agree that the expenses of mediation shall be borne equally by both parties, with the exception of Buyer’s travel expense and lodging. Buyer and PWH agree that arbitration will not be used to settle a dispute arising out of or relating to this Agreement or the breach thereof. Buyer understands and acknowledges that should any disagreements arise, that Buyer waives the right and will not file for credit card charge backs, claims with credit card or payment companies, including but not limited to state or federal consumer protection and independent agencies, online or off. In the event that Buyer files a dispute, complaint, or charge back then Buyer agrees to be liable and responsible for PWH time and expense in answering said dispute, complaint, or charge back. This liability includes but is not limited to actual time in labor hours, expenses, legal fees, and any other expense related to the responding to said dispute, complaint, or charge back. Buyer agrees to be held responsible for said expenses and hourly rate of $160 per hour, and any additional charges for PWH legal expenses. Buyer agrees to pay PWH expenses regardless of the outcome of the said dispute, complaint, or charge back. Buyer agrees to pay said expense upon receipt of invoice from PWH. Buyer understands that this expense would be due to a breach of contract due to Buyers violation of this section. Buyer and PWH agree that the only options available for dispute resolution are Mediation followed by Litigation if necessary.
36) The failure of PWH to enforce any of the provisions of this Agreement shall not be construed as a waiver of PWH’s right to enforce each and every provision hereof. PWH reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by an authorized representative of PWH. PWH’s rights and remedies set forth in this Agreement are in addition to all legal and equitable rights and remedies available to PWH.
37) Buyer shall not assign or delegate any or all of its rights or obligations under this Agreement.
38) This Agreement is for the sole and exclusive benefit of the parties hereto and their permitted successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any other person any legal or equitable right, remedy or claim under or with respect this Agreement. Buyer and PWH agree that all transactions are considered private, Buyer and PWH agree that there will be no online posting, or verbal descriptions of any aspect of the transaction, including but not limited to price, performance, quality or product or transaction, shipping time, build time, delivery, and customer service.
39) If any provision or part of a provision of PWH’s agreement is declared invalid, illegal, or unenforceable under applicable law, the affected provision will be considered omitted or modified to conform to applicable law. The validity, legality, and enforceability of all other remaining provisions or parts of provisions will remain in full force and effect.
40) PWH makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, U.S. Munitions List category, Export Control Classification Number, or export authority of any good. PWH retains all of its duty drawback rights, and any attempt by Buyer to transfer any such rights will be void. Buyer shall not, itself or by any freight forwarder, customs broker or other agent or third party under Buyer’s direction or control, designate PWH as the U.S. Principal Party in Interest (as defined in the U.S. Foreign Trade Regulations, 15 CFR Part 30) or file the Electronic Export Information with U.S. Bureau of Census (“EEI”), unless otherwise agreed in writing by an authorized representative of PWH. If Buyer files an EEI without the prior written consent required by the preceding sentence, then: (i) the EEI will be considered to have been made without PWH’s authority or permission, and any false statements to the government will be considered to have been made by Buyer or its agent, as applicable, (ii) any affected transaction will be considered to be a routed export transaction, such that Buyer or its agent will be considered the U.S. Principal Party in Interest and exporter of record (as defined by the Foreign Trade Regulations and the Export Administration Regulations) for those transactions, (iii) Buyer shall assume all of the responsibilities of the exporter of record for any such transactions; and (iv) Seller will have no responsibility as the exporter of record. Buyer represents that it is not, and to the best of Buyer’s knowledge, its customers, its customers’ end-users and its agents are not, subject to any U.S. or other government sanction or restriction that would prohibit the sale or export by PWH of the Products or Services. Upon PWH’s request, Buyer shall provide all end-user and end-use information of which it is aware or which it could obtain with commercially reasonable efforts. Buyer shall comply strictly with all applicable U.S. export laws and regulations, and Buyer shall assist PWH in complying and documenting compliance with any applicable U.S. export laws, regulations and executive orders. Regardless of any statements on Buyer’s purchase order or other documents to the contrary, PWH shall not be the importer of record (as that term is defined by U.S. law at 19 USC 1484, or equivalent provision of non-U.S. law) with respect to a transaction governed by this Agreement, unless otherwise agreed in writing by an authorized representative of PWH.