SITECORE PURCHASE ORDER TERMS AND CONDITIONS
Updated May 2, 2019
These purchase order terms and conditions (“Terms”) and any accompanying purchase acknowledgement provided by Sitecore Corporation A/S, a Danish corporation, and its affiliates, including Sitecore USA, Inc., a Delaware corporation with its principal place of business in San Francisco, California ( “Sitecore”) constitute the agreement for the purchase of goods and/or services identified in the purchase order (inclusively, the “Deliverables”) provided by the entity identified as “Supplier” on the face of the purchase order subject to these Terms (the “Order”), unless the Deliverables are sold pursuant to a previously executed written contract signed by both the Supplier and an authorized representative of Sitecore. These Terms shall be applicable whether or not they are attached to or enclosed with the Deliverables purchased. The terms and conditions specified in any separate master services agreement, software license agreement or other agreement relating to the subject matter of the Order and agreed to by the parties in writing shall be in addition to these Terms and shall control over these Terms in the event of conflict.
(1) Supplier’s Acknowledgement. Supplier may assent to and accept these Terms by written acknowledgement, conduct or course of dealing, and/or by acceptance of payment for the Deliverables ordered, any of which constitute acceptance. Any terms set forth in Supplier’s acknowledgement or other document that are additional to or inconsistent with these Terms will be of no force or effect. Sitecore’s failure to object to any term or condition contained in any communication from Supplier shall not be deemed a waiver of the terms and conditions herein. An acknowledgment copy must be executed and returned within five (5) days after receipt of the Order to ensure prompt payment of invoice. Submission by Supplier of an e-acknowledgement on any online procure to pay portal used by Sitecore will satisfy this requirement if submitted within five (5) days after receipt of the Order. The purchase order number issued by Sitecore on the face of the Order must be included on Supplier’s invoice to effect payment. In no event shall Sitecore have any further obligation under the Order after twelve (12) months have elapsed from the date set forth on the face of the Order unless otherwise assented to in writing by an authorized representative of Sitecore.
(2) Advertising. Supplier shall not publish or in any way advertise the fact that it has contracted to furnish Sitecore with the Deliverables subject to the Order, nor disclose any details in connection with the Order to any person or firm without the prior written consent of an authorized representative of Sitecore.
(3) Assignment. Supplier agrees that prior to full performance no assignment or transfer, in whole or part, of any right of Supplier against Sitecore under the Order may be made without prior written consent of an authorized representative of Sitecore. In case of any such assignment or transfer without Sitecore’s written consent, Sitecore may refuse to carry out the Order either with Supplier or its assignee, but all rights of action for any breach of the Order by Supplier are reserved to Sitecore. Sitecore reserves the right to assign its rights and obligations under the Order in whole or in part. The Order shall be binding upon and inure to the benefit of lawful successors and assigns of the parties.
(4.1) Sitecore’s Property. All specifications, intellectual property, technical information, documentation, feedback, drawings, fixtures, patterns and other tangible property or intangible property rights, and any other property which is furnished to Supplier by Sitecore in connection with the Order, shall be and remain the property of Sitecore, be subject to return or delivery to Sitecore at Supplier’s cost upon Sitecore’s instructions, be used only in filling orders from Sitecore, be marked “Property of Sitecore,” be held at Supplier’s risk, be returned to Sitecore substantially intact and unencumbered by any adverse interest, and be kept insured while in Supplier’s custody or control at Supplier’s expense in an amount equal to the replacement cost thereof, with loss payable to Sitecore. Copies of policies or certificates of such insurance shall be furnished to Sitecore on demand.
(4.2) Intellectual Property Rights Protection. Payment for Deliverables ordered includes payment in full for all tangible and intangible property rights utilized therein or arising from Supplier’s performance, including without limitation (i) copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing) (collectively, “Intellectual Property Rights”). Supplier shall cooperate with Sitecore and execute all documents necessary or appropriate for securing or perfecting Sitecore’s Intellectual Property Rights in the Deliverables subject to the Order and hereby authorizes Sitecore to execute such documents on its behalf. Supplier hereby agrees to indemnify and defend Sitecore, its agents, employees, assigns and customers, against any claim, action, expense, loss, damage or judgment, including court costs and attorneys’ fees, that are related directly or indirectly to the use by Sitecore, its agents, employees, assigns and customers, of the work and materials covered by the Order and that are claimed or brought under laws relating to patents, trademarks, copyrights, trade secrets or other Intellectual Property Rights.
(4.3) Ownership and License. Unless otherwise specified in the Order and except with respect to Preexisting Materials (defined below), Sitecore is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Sitecore all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. Unless otherwise specified in the Order, each party owns all right, title, and interest in and to any of its Preexisting Materials (“Preexisting Materials” means any Intellectual Property Rights or tangible personal property of Supplier or Sitecore created before the date of the Order or outside the scope of the Order). If and to the extent Preexisting Materials are delivered as part of or incorporated into the Deliverables, Supplier hereby grants Sitecore a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Sitecore’s exercise and exploitation of its rights in the Deliverables. Unless otherwise specified in the Order, Supplier will obtain and assign to Sitecore a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all third party Intellectual Property Rights incorporated into, required to use, or delivered with the Deliverables. Supplier will deliver copies of the above releases and licenses to Sitecore upon Sitecore’s request.
(5) Notice and Assistance. Supplier shall report to Sitecore, promptly and in reasonable written detail, each notice or claim of patent, copyright, trademark, trade secret or other Intellectual Property Right infringement arising out of the performance of the Order or the manufacture, use or sale of the Deliverables furnished hereunder and shall furnish to Sitecore all documentation and information in possession of Supplier pertaining to any such notice or claim.
(6) Compliance with Laws. In performing the Order, Supplier shall comply with all local, national and international laws and ordinances, and all government and administrative orders and regulations applicable to the Deliverables and to Supplier’s performance of its obligations covered by the Order. Supplier warrants that the Deliverables covered by the Order may be licensed, sold, shipped and used in a customary manner without violation of any such law, ordinance, order or regulation. Supplier specifically certifies that Deliverables (or components thereof) covered by the Order were, if manufactured in the United States, in compliance with all applicable requirements of the Fair Labor Standards Act, as amended and all applicable regulations and orders of the United States Department of Labor; state and local laws pertaining to child labor, minimum wage and overtime compensation; or if the Deliverables were manufactured outside the United States, in compliance with the wage and hour laws of the country of manufacture and without the use of children (persons under the age of 15 or younger than the age for completing compulsory education, if that age is higher than 15), prison, indentured, exploited, bonded, forced or slave labor. Supplier further certifies that it has in effect a program of monitoring its subcontractors and suppliers and other designated contract facilities which manufacture Deliverables (or components thereof) covered by the Order which is sufficient to ensure such entities’ compliance with the foregoing. Supplier also certifies that upon importation (if applicable) the shipment of the Deliverables covered by the Order is in compliance with all laws applicable to the designation of country of origin and is being shipped under legally issued and valid export license or visa. Supplier covenants to hold Sitecore harmless from, and to reimburse it for, any and all costs, damages and expenses (including court costs and attorneys’ fees) suffered by or occasioned to it, directly or indirectly, through failure of Supplier to comply with any such law, ordinance, order or regulation, and to defend any action instituted against Sitecore as a result thereof.
(7) Supplier Code of Conduct. Sitecore is committed to acting with integrity in all of its business relationships, and to implementing and enforcing effective systems and controls to ensure that Sitecore works with ethical vendors in its supply chain. Sitecore requires all suppliers to adhere to the ethical practices outlined in the Sitecore Supplier Code of Conduct (“Supplier Code”) while conducting business with or on behalf of Sitecore. Supplier understands and agrees that the Supplier Code applies in addition to any other agreement Supplier may have with Sitecore, and is not intended to reduce, replace or limit any other contractual obligations Supplier may have with Sitecore or adherence to applicable laws. Supplier is expected to review and monitor Supplier’s own compliance with the Supplier Code, but Supplier agrees that Sitecore may periodically audit Supplier to confirm compliance. Violation of the Supplier Code may result in immediate termination of the Order.
(8) Delivery. Time is of the essence in the performance of the Order. If Supplier fails to make delivery in accordance with the delivery schedule set forth on the face of the Order, Sitecore may cancel the Order and exercise the rights set forth in Paragraph 21 hereof. Supplier agrees to notify Sitecore in writing immediately if at any time it appears that the delivery schedule might not be met. Such written notification shall include the reasons for any possible delays, steps being taken to remedy any such problems, and a proposed revised delivery schedule. Sitecore shall have the option at any time or times before shipment or commencement of services by Supplier to change the place, time or manner for delivery. Supplier shall have the rights specified in Paragraph 9 upon any change by Sitecore. Supplier shall not deliver “C.O.D.” or otherwise require Sitecore’s payment upon presentation without prior written consent of an authorized representative of Sitecore, and deliveries sent in this manner will not be accepted and will be at Supplier’s risk. In the event software products, services or other electronic Deliverables are made available to Sitecore for download from a website designated by Supplier or accessible via a link sent by Supplier, delivery shall occur when such electronic Deliverables have been successfully downloaded by Sitecore.
(9) Confidential Information. Supplier agrees not to directly or indirectly disclose any information to others concerning Sitecore’s products, processes, purchases or plans. In addition, all specifications, documents, drawings, data, designs, inventions, processes, trade secrets and other information supplied or paid for by Sitecore shall be and remain Sitecore’s property, shall not be disclosed to others and shall not be reproduced or used by Supplier for any purpose other than the performance of the work required under the Order without prior written consent of an authorized representative of Sitecore, and shall be returned (together with all copies) promptly to Sitecore upon completion of the Order or upon demand. The foregoing restrictions shall apply to disclosures to, as well as use by, employees of Supplier except to the extent necessary for Supplier’s performance of the Order. Sitecore will not be responsible to Supplier for infringement of any patent, trademark, copyright or data rights.
(10) Changes. Sitecore shall have the right at any time to make changes in the specifications, designs, drawings, imagery, quantities, delivery schedules, methods of shipment or packaging and place of inspection, acceptance and/or point of delivery of any Deliverables subject to the Order. No change shall be effective unless authorized in writing by an authorized representative of Sitecore. If such changes result in delay or an increase or decrease in expense to Supplier, Supplier shall notify Sitecore immediately and negotiate an equitable adjustment; provided, however, that Supplier shall, in all events, proceed diligently to supply the Deliverables contracted for under the Order as so changed. No claim by Supplier for an equitable adjustment in Supplier’s favor shall be valid unless submitted to Sitecore in writing within thirty (30) days from the date of such change notice, accompanied by an estimate of charges resulting from such change.
(11) Governing Law; Venue. The Order is made by Sitecore and accepted by Supplier with reference to, and the rights of all parties and the construction and effect of every provision hereof shall be subject to and construed according to, the laws of the State of California without regard to its choice of law provisions. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Supplier irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts of San Francisco County, California.
(12) Gratuities. Supplier warrants that no gratuities, concessions or other things of value have been, or will be, offered or given to any employee or agent of Sitecore (even at the direction of any officer or other employee of Sitecore) as an inducement to the awarding of the Order. Sitecore may terminate the right of Supplier to proceed under the Order if Sitecore has cause to believe that gratuities, concessions (in the form of entertainment, gifts or otherwise) or other things of value were offered or given by Supplier, or any employee or agent of Supplier, to or at the direction of any employee or agent of Sitecore with a view toward securing the Order or securing favorable terms with respect to the Order.
(13) Grounds for Insecurity. Sitecore shall have the right to invoke the cancellation remedy provided in Paragraph 21 in the event of any one or more of the following: (a) insolvency of Supplier; (b) Supplier’s inability to pay its debts as they become due; (c) Supplier’s filing of a voluntary petition in bankruptcy; (d) the filing of an involuntary petition to have Supplier declared bankrupt, provided it is not vacated within thirty (30) days from the filing date; (e) the appointment of a receiver or trustee for Supplier, provided such an appointment is not vacated within thirty (30) days from the date of the appointment; (f) the execution by Supplier of an assignment for the benefit of creditors; or (g) Supplier’s inability to obtain labor or materials. Sitecore may require a financial statement from Supplier at any time during the term of the Order for the purpose of determining Supplier’s ability to perform. The remedies provided in this paragraph are not exclusive, and are in addition to those provided by law, including the right to suspend performance in the event of reasonable grounds for insecurity.
(14) Inspection and Rejection. Deliverables purchased hereunder are subject to inspection, test and approval at any reasonable places and times, and in any reasonable manner, including inspection at Supplier’s premises. Sitecore may reject any or all of the Deliverables which do not conform to the applicable specifications or requirements within fifteen (15) business days of Supplier’s delivery of the Deliverables. At Sitecore’s option, Sitecore may (i) return the nonconforming Deliverables to Supplier for a refund or credit; (ii) require Supplier to replace the non-conforming Deliverables; or (iii) repair the non-conforming Deliverables so that they meet the specifications or requirements. As an alternative to (i) through (iii), Sitecore may accept the non-conforming Deliverables conditioned on Supplier providing a refund or credit in an amount Sitecore reasonably determines to represent the diminished value of the non-conforming Deliverables. Sitecore’s payment to Supplier for Deliverables prior to Sitecore’s timely rejection of such Deliverables as nonconforming will not be deemed as acceptance by Sitecore.
(15) Insurance and Indemnification. (See also Paragraph 4). If Supplier is required to enter premises owned, leased or occupied by Sitecore during delivery or installation, Supplier agrees to indemnify and defend Sitecore, its employees, agents and assigns from all liability (including court costs and attorneys’ fees) arising from injury, loss, damage or death to persons or property arising from or in any way arising out of the action or inaction of Supplier, its agents, employees or subcontractors. If the Order requires Supplier to furnish services of any person, Supplier assumes full responsibility for such person’s compensation and acts and omissions, and Supplier agrees to indemnify and protect Sitecore against all liability for injury or damages to any person or property arising out of the performance of the Order. Supplier further agrees, upon request, to furnish a certificate from its insurance carrier showing that it carries Workman’s Compensation, Public Liability and Property Damage Insurance coverage in form and amount which, in Sitecore’s opinion, are adequate, and providing that no expiration, termination, or modifications of the insurance coverage shall take place without 30 days’ prior written notice by the insurer to Sitecore. Supplier hereby waives its right of subrogation against Sitecore for any loss that may fall under this insurance.
(16) Packing and Shipping. No charges will be allowed for boxing, wrapping, cartage or storage unless so specified on the face of the Order. Supplier shall pack or otherwise prepare all Deliverables for shipment so as to secure the lowest transportation rates consistent with delivery requirements, meeting requirements of carriers and safeguarding against damage from weather, transportation and storage.
(17) Payment Terms. Unless otherwise stated on the face of the Order, invoices will be paid within sixty (60) days after the latter of: (a) the date of Sitecore’s acceptance (in accordance with Paragraph 13) of all shipments of Deliverables ordered; or (b) the completion of services; or (c) the date of Sitecore’s receipt of a correct invoice for all shipments ordered, prepared in accordance with the terms of the Order; or (d) the date of the invoice, if postdated. Invoices will be paid in the currency specified in the Order as accepted by Sitecore, or, if not specified, as otherwise determined by Sitecore in its sole discretion.
(18) Price. The price for Deliverables covered by the Order shall be the lower of either the price shown on the face of the Order or the price of Supplier in effect on the date of delivery to customers in the same class as Sitecore for like quantities of Deliverables of like grade and quality or like service.
(19) Taxes. Unless otherwise specified in the Order, the price for the Deliverables includes all applicable taxes and other governmental charges (including, without limitation, sales, use, VAT, GST, duties, customs fees, tariffs, imposts, and other similar charges). Supplier will, at Sitecore’s request, break-out from the price all such taxes and other charges, in its invoices. Supplier shall use its best efforts to assist Sitecore in all legal efforts to minimize the taxes resulting from the performance of the Order.
(20) Termination Without Cause. Sitecore may terminate all or any part of the Order (including any further installments or shipments) at any time without cause by written notice to Supplier. In the event such notice is not submitted pursuant to the next Paragraph 21, Supplier may thereafter submit a termination claim to Sitecore for the outstanding balance owed and not previously paid for by Sitecore for performance of the Order up to the date of notice of termination. The termination claim may not include future commitments of Supplier under any subcontracts or orders, unless such commitments or orders were previously assented to by an authorized representative of Sitecore in writing. In no event shall Sitecore be responsible for Supplier’s anticipated profit. Sitecore reserves the right to approve the reasonableness of Supplier’s termination claim, which must be submitted to Sitecore within thirty (30) days of the effective date of termination. The provisions of this paragraph shall not limit or affect the right of Sitecore to cancel the Order for cause and shall not apply to a cancellation with cause.
(21) Cancellation With Cause. If Supplier fails to make delivery in accordance with the delivery schedule, or otherwise fails to observe or comply with any of the other terms, conditions, or warranties set forth in the Order, or, in the event of any grounds for insecurity in relation to Supplier’s performance as detailed in Paragraph 12 of the Order, Sitecore may, in addition to any other remedy provided in the Order or by law, cancel the Order as to Deliverables not yet shipped by written notice to Supplier. In such event, Sitecore shall have no liability to Supplier on account thereof, and may purchase or produce substitute Deliverables on such terms or in such manner as it may deem appropriate in the exercise of commercially reasonable judgment, any excess costs or other expenses incurred by Sitecore to be charged to Supplier.
(22) Title and Risk of Loss; Contingencies. Except as otherwise expressly provided herein, Supplier and Sitecore explicitly agree that title to, and risk of loss on, all items shipped to Sitecore shall pass to Sitecore upon inspection and acceptance of the Deliverables by Sitecore. In the event of revocation of Sitecore’s acceptance for whatever reason, title and risk of loss shall be treated as having remained in Supplier from the beginning of Supplier’s performance. The non-completion or non-delivery of the Deliverables covered by the Order because of either Supplier’s fault or because of contingencies beyond its control, shall be borne by Supplier prior to Sitecore’s acceptance of delivery of goods, or completion of services, and Supplier agrees that its duties and conditions hereunder shall not be excused by any such non-delivery or impossibility of performance.
(23) Title Warranties. Supplier warrants that it will have upon delivery the right to transfer good title to the Deliverables subject to the Order, free from all security interests, liens and encumbrances.
(24) Waiver. The failure of Sitecore in any one or more instances (a) to insist upon performance of any of the terms or conditions of the Order, or (b) to exercise any right or privilege in the Order, or the waiver of any breach of the terms or conditions of the Order, shall not be construed as thereafter waiving any such terms, conditions, rights or privileges. The acceptance of a nonconforming installment or partial performance is not a waiver of any breach as to that installment or partial performance or of the Order as a whole.
(25) Representations and Warranties.
(25.1) Supplier represents and warrants that:
(i) it has the full power to enter into the Order and to perform its obligations under the Order;
(ii) it has the right and unrestricted ability to assign the Deliverables to Sitecore including, without limitation, the right to assign any Deliverables performed by Supplier personnel and subcontractors;
(iii) the Deliverables, and Sitecore’s use of the Deliverables, does not and will not infringe upon any third party’s intellectual property rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory or common law;
(iv) Supplier will not disclose to Sitecore, bring onto Sitecore's premises, or induce Sitecore to use any confidential or proprietary information that belongs to anyone other than Sitecore or Supplier which is not covered by a non-disclosure agreement between Sitecore and Supplier;
(v) Software supplied by Supplier does not contain any software intentionally designed to (A) disrupt, disable, harm, or impede operation, or (B) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices;
(vi) the Deliverables conform to Sitecore’s specifications, Supplier’s quotation or proposal, and Supplier’s brochures or catalogs, and if none of the foregoing is applicable, then such Deliverables are suitable for the intended use;
(vii) Suppler will not use or disclose any information that may identify an individual ("Personal Data") that is processed for or on behalf of Sitecore, except to the extent necessary to perform under the Order;
(viii) only to the extent that Supplier actually processes Personal Data it will:
(A) implement and maintain appropriate security, technical and organizational measures to protect the confidentiality, integrity, availability and resilience of Personal Data (including, without limitation, not loading any Personal Data provided to Supplier on (a) any laptop computers or (b) any portable storage media that can be removed from Supplier's premises unless in each case (i) such data has been encrypted and (ii) such data is loaded onto portable storage media solely for the purpose of moving such data to off-site storage),
(B) report to Sitecore any breaches of security of Personal Data immediately after discovery (“Security Incident”),
(C) cooperate fully with Sitecore in investigating any Security Incidents,
(D) cooperate fully with Sitecore’s requests for access to, correction of, and destruction of Personal Data in Supplier's possession,
(E) comply with all instructions or other requirements provided or issued by Sitecore from time to time relating to Personal Data,
(F) comply at all times with applicable data protection laws, rules and regulations, and
(G) permit Sitecore and/or its duly authorized representatives, on reasonable prior notice, to inspect and audit Supplier’s business premises and computer systems to enable Sitecore to verify that Supplier is in full compliance with its processing obligations under this Purchase Order;
(ix) Supplier will not transfer Personal Data across any country border unless it is (A) strictly unavoidable for the proper performance under the Order, and (B) Supplier notified Sitecore in writing prior to any such transfer. Upon Sitecore’s request, Supplier shall enter into such other arrangements with Sitecore as Sitecore considers appropriate in order to ensure that Supplier’s transfers are lawful.
(xii) Supplier will not provide Sitecore with Personal Data of any third party or its own employees. Notwithstanding the foregoing, if Supplier does provide Sitecore with any Personal Data, Supplier represents and warrants that it has obtained the necessary consent to provide that Personal Data to Sitecore and to allow Sitecore to use, disclose, and transmit such Personal Data on a worldwide basis among Sitecore and its affiliates in connection with the Order.
(25.2) Sitecore warrants and represents to Supplier that it has the full power to enter into the Order and to perform its obligations under the Order.
(25.3) TO THE EXTENT ALLOWED BY APPLICABLE LAW, NO OTHER WARRANTIES ARE MADE, EITHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(26.1) NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, SITECORE WILL NOT BE LIABLE TO SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT BUYER PAID TO SUPPLIER IN THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.
(26.2) IN NO EVENT WILL SITECORE BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT SITECORE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(26.3) THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY'S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
(27) Relationship of the Parties. Nothing in the Order is intended, or shall be construed, to create a partnership, joint venture, or employer-employee relationship between the parties. Except as otherwise expressly stated in a separate written agreement signed by the parties, Supplier has no authority to act on behalf of or to enter into any contract, incur any liability, or make any representation on behalf of Sitecore. Supplier will not be entitled to any of the benefits that Sitecore may make available to its employees including, but not limited to, group health or life insurance, options, profit sharing, or retirement benefits. Except as otherwise expressly stated in a separate written agreement signed by the parties, Supplier will secure all licenses and permits, and supply all tools and equipment, necessary to perform and deliver the Deliverables.
(28) Severability. The invalidity in whole or part of any term or condition of the Order shall not affect the validity of the remainder of the Order, which shall be deemed severable.
(29) Notices. All notices required to be sent under the Order to Sitecore shall be sent by certified mail, return receipt requested, to Sitecore’s address as printed on the face of the Order, with a copy to the attention of Sitecore USA’s Legal Department at 101 California Street, San Francisco, CA 94111 USA. Any notice required to be sent to Supplier shall be sufficient if mailed to Supplier’s address as listed on the face of the Order.
(30) Integration. The Order together with all attachments made a part of the Order and subject to these Terms represents the entire agreement and understanding of Sitecore and Supplier with respect to the Order and shall supersede all prior and contemporaneous agreements between the parties.
(31) Set-off. Sitecore shall be entitled at all times to set-off any amount owing from Supplier to Sitecore or any of its affiliated companies against any amount due or owing to Supplier with respect to the Order.
(32) Data Requirements. Supplier agrees at no charge to furnish data called for by the Order and any other data requested by Sitecore which relates to the Deliverables subject to the Order.
(33) Audit and Inspection. Supplier agrees to keep accurate books of account and records covering all transactions relating to the Order, and Sitecore and its duly authorized representatives shall have the right at all reasonable hours of the day to examine such books of account and records and all other documents and materials in the possession of or under the control of Supplier relating to the Order, and shall have free and full access thereto for examination and extracts as needed. All such books of account and records shall be kept available for at least one year after completion or termination of the Order. Supplier shall permit Sitecore’s inspectors to have access to Supplier’s facilities at all reasonable hours for the purpose of inspecting the Deliverables subject to the Order or work in process. At the time of inspection, Supplier shall make available to Sitecore’s inspectors copies of all of Supplier’s documentation that is applicable to the Deliverables and the production of the Deliverables subject to the Order.