Anisa International, Inc. and its affiliates (“Anisa”) are leaders in cosmetic tool design and manufacturing. Customer wishes to purchase certain Products (as defined below) from Anisa, and Anisa is willing to manufacture and sell the Products to Customer. Therefore, in consideration of the mutual covenants and promises herein, the Parties agree as follows:

1. Application and Enforceability
   1. By placing an order through Anisa’s website or electronic commerce platform, Customer acknowledges that it has read and agrees to be bound by these Purchase Order Terms and Conditions.
   2. This Purchase Order Terms and Conditions (this “Agreement”) governs the acceptance of a purchase order issued by a customer (“Customer”) for any products or services provided by Anisa, including through Anisa’s website, electronic commerce platform, or by submitting a purchase order, the Customer agrees to be bound by this Agreement without limitation or reservation. Customer orders placed through Anisa’s website, online ordering portal, or other electronic commerce platform shall constitute a “Purchase Order” for purposes of this Agreement.
   3. This Agreement (including any Quotations and Exhibits hereto) and the Basic Purchase Order Terms contained in the applicable Purchase Order shall exclusively govern and control each of the Parties’ respective rights and obligations regarding the subject matter of this Agreement, and this Agreement is expressly limited to such terms and conditions. Without limitation of the foregoing, these terms constitute the exclusive terms governing the sale of Products. Customer expressly rejects any additional, contrary, or different terms contained in any Purchase Order, or other request or communication by Customer pertaining to the sale of Products by Anisa, and any attempt to modify, supersede, supplement or otherwise alter this Agreement are hereby rejected and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized representatives of both Parties. Performance by Anisa shall not be deemed acceptance of any such terms.
   4. To the extent Anisa and Customer have executed a separate written agreement governing the purchase of Anisa’s products or services (including a purchase order, master supply agreement, statement of work, or similar agreement), the terms of that executed agreement shall prevail for that single transaction and solely to the extent of any direct conflict with this Agreement.
2. Right to Manufacture.

   This Agreement does not limit Anisa’s right to manufacture or sell, or preclude Anisa from manufacturing or selling, to any Person, or entering into any agreement with any other Person related to the manufacture or sale of, the Products and other goods or products that are similar to or competitive with the Products.

3. Term. This Agreement becomes effective upon Customer’s electronic acceptance of these terms or submission of a Purchase Order through Anisa’s website or ordering platform (“Effective Date”) and shall continue in effect unless otherwise terminated as provided in this Agreement.
4. Quotation.
   1. Before any sale of Products under this Agreement, Anisa and Customer must agree on pricing. To initiate a purchase, the Customer can review Anisa’s electronic commerce platform for Product Quotations or, alternatively, Customer may request a Quotation from Anisa. Quotations are valid for sixty (60) days from their issuance date. Anisa reserves the right to correct any typographical or clerical errors in a Quotation by providing Notice to Customer. If Anisa exercises this right, Customer will have the opportunity to accept or reject the corrected Quotation.
   2. In the event a Quotation is provided in a currency other than the United States dollar and the exchange rate between the currency set forth on the Quotation and the United States dollar fluctuate from the Quotation’s issuance date to the date a Purchase Order is submitted to Anisa, then Anisa reserves the right to adjust the selling price for the Products to reflect the corresponding rate change.
5. Range Board Approval and Quality Standards. Anisa shall prepare a pre-production Range Board demonstrating acceptable production standards for a Product. This Range Board requires Customer approval. The Range Board approval process is as follows:
   1. Anisa prepares and submits a Range Board to Customer.
   2. Customer shall either: a) approve the design and quality of the Range Board, or b) respond in detail to Anisa with any issues regarding the Range Board.
   3. If Customer identifies issues, Anisa may revise and resubmit the Range Board for approval.
   4. Unless otherwise mutually agreed by the Parties in writing, the Products supplied by Anisa shall be manufactured in accordance with the specifications, the Range Board, approved samples, technical drawings, or other product standards mutually agreed to by the parties in writing (collectively, the “Specifications”).
   5. Products shall be deemed conforming if they materially comply with the Specifications and satisfy the objective quality control tests or inspection procedures agreed upon by the parties, including Anisa’s standard quality assurance processes. If the Products meet such Specifications and agreed testing standards, the Products shall be deemed conforming and accepted for all purposes under these terms.
   6. Customer acknowledges that Products are manufactured using standard commercial manufacturing processes and that reasonable manufacturing tolerances to the extent consistent with the Specifications and approved samples or range boards, shall not constitute defects or grounds for rejection.
   7. Customer may not reject Products based on any subjective standards or preferences that were not expressly included in the Specifications or otherwise agreed to in writing by the parties. Products that satisfy the approved Range Board and applicable objective quality control testing shall be deemed conforming and accepted for all purposes under this Agreement.
6. Ordering Procedure.
   1. In order to place an order for any Product, Customer shall submit a Purchase Order (containing applicable Basic Purchase Order Terms that are consistent with the terms of this Agreement) referencing a valid Quotation, in written form via e-mail, Anisa’s ecommerce platform, or customer’s portal. If Anisa does not agree to any of the terms included in a Purchase Order, Anisa may contact Customer, including via email or the electronic ordering platform, in order to attempt to reach mutually agreeable terms.
   2. Customer’s submission of an order through Anisa’s website, electronic ordering platform, or by any other electronic means constitutes an offer to purchase the Products. Anisa’s receipt of an order confirmation or automated acknowledgment does not constitute acceptance of the order. Anisa reserves the right, in its sole discretion, to accept or reject any order, in whole or in part, for any reason.
   3. An order shall be deemed accepted only upon the earlier of: (i) Anisa issuing a written order confirmation; or (ii) shipment of the applicable Products. The Parties agree that Anisa shall have the unqualified right to reject any Purchase Order in whole or in part, without liability or penalty, and without constituting a waiver of any of Anisa’s rights or remedies under this Agreement or Purchase Order, and no Purchase Order shall be binding upon Anisa unless Anisa has confirmed acceptance of the Purchase Order to Customer as described herein.
   4. Anisa reserves the right to correct any clerical, typographical, or pricing errors in any quotation, website listing, order confirmation, or invoice.
7. Cancellation of Purchase Order. If Customer amends or cancels an accepted Purchase Order, Customer may be subject, in Anisa’s sole discretion, to its Raw Material Liability Cost. For the avoidance of doubt, Anisa shall be entitled to apply the Customer’s deposit and/or obtain reimbursement for such expenses made in reliance on the cancelled order that cannot be otherwise utilized by Anisa.
8. Change Order.
   1. After a Purchase Order is issued, if Customer desires to modify its specifications or requirements, the following process shall apply:
      1. Customer shall submit a written Change Request to Anisa detailing the proposed modifications.
      2. Within five (5) business days of receiving the Change Request, Anisa shall provide a written Change Response, which may include: (a) additional fees required to implement the changes; (b) impacts on the delivery schedule; and (c) any other relevant information or conditions.
      3. Upon receiving the Change Response, Customer shall, within five (5) business days: (a) accept the terms of the Change Response in writing, thereby amending the Purchase Order; or (b) reject the terms of the Change Response in writing, in which case the original Purchase Order remains in effect. If Customer fails to respond to the Change Response within five (5) business days, the Change Response shall be deemed accepted and Anisa may proceed to manufacture, package, and provide any other services required to fulfil the amended Purchase Order.
   2. Anisa reserves the right to reject any Change Request that it deems impracticable, unsafe, or in violation of any applicable laws or regulations.
   3. Any costs incurred by Anisa in evaluating or implementing a Change Request, including but not limited to engineering time, materials, and administrative expenses, shall be borne by Customer.
   4. Anisa shall not be liable for any delays or increased costs resulting from Customer-requested changes.
   5. In the event of any conflict between the terms of the original Purchase Order and an approved Change Response, the terms of the Change Response shall prevail.
9. Invoicing and Payment.
   1. Price. Customer shall purchase the Products from Anisa at the prices and under the payment terms specified in the applicable Quotation (“Prices”). Customer shall pay for, and shall hold Anisa harmless from, all shipping charges and insurance costs. All Prices are exclusive of, and Customer is solely responsible for and shall pay, and shall hold Anisa harmless from, all Taxes, with respect to, or measured by, the manufacture, sale, shipment, use, or Price of the Products (including interest and penalties thereon); provided, however, that Customer shall not be responsible for any Taxes imposed on, or with respect to, Anisa’s income, revenues, gross receipts, Personnel or real or personal property or other assets.
   2. Payment. Customer shall pay Anisa all invoiced amounts due in accordance with the Credits Terms Letter. All payments hereunder shall be in United States dollars and made pursuant to the terms set forth in the valid Quotation. Anisa may require Customer to provide a deposit (“Customer Deposit”) upon acceptance of a Purchase Order which shall be applied toward the cost of the Products. If a pending Purchase Order is cancelled by Customer for any reason, Anisa may apply the Customer Deposit to its Raw Material Liability Cost as set forth in Section 7. Anisa will then return the balance or a sum equal to the Customer Deposit, without interest, unless otherwise required by law, minus any damages or other amounts due on Customer’s account including, without limitation, overdue invoices.
   3. No Set-Off. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Anisa, whether relating to Anisa’s breach, bankruptcy, or otherwise.
   4. Credit Application Process. Anisa requires Customer to complete a Credit Application and provide other credit documents from time to time. Customer shall furnish Anisa with statements accurately and fairly evidencing Customer’s financial condition as Anisa may, from time to time, reasonably request (collectively, the “Credit Application”). If Anisa approves Customer’s Credit Application, payment terms shall be subject to the terms of a Credit Terms Letter issued by Anisa. In the event of any conflict or inconsistency between the terms of a Credit Terms Letter and any terms or conditions set forth in a valid Quotation or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in the Credit Terms Letter shall prevail.
   5. Customer’s Credit Status. Each issuance of a Purchase Order to Anisa will constitute Customer’s representation and warranty that Customer is solvent and able to pay for the Products identified in such Purchase Order in accordance with the terms of this Agreement. Throughout the Term, Customer shall comply with all obligations to Customer’s creditors as and when such obligations are due and owing in the ordinary course of Customer’s business. Customer shall notify Anisa, in writing, immediately of any and all events that have had or may have a material adverse effect on Customer’s business or financial condition, including but not limited to: (a) any change in management; (b) sale, lease, or exchange of a material portion of Customer’s assets; (c) a change in control of Customer; (d) the breach of any loan covenants or other material obligations of Customer to its creditors. If, at any time, Anisa determines in its sole discretion that Customer’s financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Anisa’s other right under this Agreement, at law or in equity, Anisa may without liability or penalty, take one or more of the following actions:
      1. modify the payment terms specified in Section 9.1 for outstanding and future purchases, including requiring Customer to pay for Products on a cash in advance;
      2. reject any Purchase Orders received from Customer;
      3. cancel any previously accepted Purchase Orders;
      4. delay or withhold any further shipment of Products to Customer;
      5. stop delivery of any Products in transit and cause such Products in transit to be returned to Anisa;
      6. terminate this Agreement;
      7. accelerate the due date of all amounts owing by Customer to Anisa.

      No action taken by Anisa under this Section shall constitute a waiver by Anisa of any of its rights and remedies under this Agreement, including its right to enforce Customer’s obligation to make payments as required hereunder.

10. Invoice Disputes.
    1. Customer shall notify Anisa in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the date of such invoice. Customer will be deemed to have accepted all invoices for which Anisa does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth in Section 9.2. The Parties shall seek to resolve any such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Customer shall continue performing its obligations under this Agreement during any such dispute, including Customer’s obligation to pay all due and undisputed invoice amounts in accordance with the terms of this Agreement.
    2. Customer shall not initiate any chargeback, ACH reversal, or other payment dispute with its bank, payment processor, or financial institution with respect to any invoice issued by Anisa without first providing written notice of the dispute to Anisa and allowing Anisa a reasonable opportunity to resolve the matter in good faith. Any dispute relating to Products, delivery, quality, or performance must be submitted to Anisa in accordance with the invoice dispute procedures set forth in this Agreement. Initiating a chargeback or payment reversal without first complying with this dispute procedure shall constitute a material breach of this Agreement. In such event, Anisa reserves the right to immediately suspend shipments, cancel pending Purchase Orders, revoke credit terms, and require payment in advance for all future orders.
11. Delinquent Payments. Customer shall pay interest on all late payments at the lesser of the rate of 12% per annum or the highest rate permissible under applicable law. Customer shall reimburse Anisa for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under this Agreement or at law (which Anisa does not waive by the exercise of any rights hereunder), Anisa shall be entitled to suspend the delivery of any Products if Customer fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof. In addition to all other remedies available under this Agreement or at law (which Anisa does not waive by the exercise of any rights under this Agreement), if Customer fails to pay any undisputed amounts when due under this Agreement, Anisa may (a) suspend the delivery of any Products, (b) reject Customer’s Purchase Orders or cancel accepted Purchase Orders pursuant to the terms of Section 6 or (c) terminate this Agreement pursuant to the terms of Section 16.
12. Security Interest. To secure Customer’s prompt and complete payment and performance of any and all present and future indebtedness, obligations, and liabilities of Customer to Anisa under this Agreement (collectively, the “Secured Obligations”), Anisa may where credit terms are extended, require additional security or file financing statements including, but not limited to, a continuing first-priority purchase money security interest in: (i) all inventory of goods purchased or ordered under this Agreement (including Products and Nonconforming Products), wherever located, and whether now existing or hereafter arising or acquired from time to time; (ii) all accessions, attachments, replacements, substitutions, modifications, and improvements thereto; (iii) all proceeds and products thereof (including insurance proceeds); (iv) all related purchase orders, documents of title, contracts, and agreements; and (v) all of Customer’s rights relating to the foregoing (collectively, the “Collateral”). Customer represents and warrants that the Collateral is and will remain free and clear of all liens, claims, and encumbrances except for Anisa’s security interest. Except for sales in the ordinary course of Customer’s business, Customer shall not sell, transfer, lease, or otherwise dispose of any Collateral until all Secured Obligations have been paid in full. Anisa may file any financing statements, continuation statements, or other security documentation that Anisa deems necessary to perfect or maintain its security interest, and Customer hereby irrevocably authorizes Anisa to execute and file such documentation on Customer’s behalf as Customer’s attorney-in-fact. Customer shall promptly execute and deliver any instruments, documents, or agreements, and take all further actions, that Anisa may reasonably request to perfect, maintain, protect, and enforce its security interest, all at Customer’s expense. Anisa shall be entitled to all applicable rights and remedies of a secured party under applicable law, including without limitation the Uniform Commercial Code.
13. Shipment and Delivery
    1. Shipment. Within five (5) business days of receipt of a Purchase Order and pending approval of the Range Board, Anisa shall notify Customer, in writing, of the estimated delivery date for such ordered Products. All delivery dates are approximate. Failure by Anisa to meet any delivery date does not constitute a cause for cancellation or for damages or penalties of any kind. All shipments shall be subject to the terms and conditions set forth in Anisa’s Standard Shipping Guideline set forth in Appendix A (or any appendices) to this Agreement. Anisa may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. Each shipment will constitute a separate sale and Customer shall pay for the Products shipped, in accordance with the payment terms specified in Section 9.2, whether such shipment is in whole or partial fulfillment of a Purchase Order. Unless otherwise expressly agreed by the Parties in writing, shipment of Products shall be EXW (INCOTERMS 2020) Anisa’s manufacturing facility in Tianjin, China (“Anisa Tianjin”). Thereby, Customer is the importer of record and is responsible for all customs clearance, duties, and regulatory compliance in the destination country, and Customer represents that Products will not be exported, re-exported, or transferred in violation of any applicable export control, sanctions, or trade compliance laws including U.S. OFAC regulations. Customer shall accept overrun and/or under runs not exceeding 10% of quantity ordered, to be paid for or allowed pro rata. Customer shall fully insure all Products from time of Anisa’s delivery hereunder until Anisa is paid in full therefor. Any time quoted for delivery is an estimate only; provided, however, that Anisa shall use commercially reasonable efforts to deliver all Products on or before the Expected Ship Date
    2. Late Delivery. In the event of delay in delivery requested by Customer or caused by Customer’s (a) failure to supply adequate instructions; (b) failure to arrange for transportation; (c) failure to provide necessary approvals in a timely manner (e.g., Range Board approval); (d) requested changes to a Purchase Order or Products; or (e) failure to pay outstanding invoices, Anisa will store all Products at Customer’s risk and expense. Customer shall pay all storage costs and expenses upon Anisa’s demand.
    3. Title and Risk of Loss. Title and risk of loss pass upon Anisa making the Products available for pickup at Anisa Tianjin or other designated delivery point in accordance with EXW (Incoterms 2020). Customer shall retain or acquire title to all tools, equipment, fixtures, or other media fully paid for by Customer in connection with this Agreement. In all other circumstances, Anisa shall retain title to all tools, equipment, fixtures, or other media incidental to Anisa’s performance of this Agreement or developed by Anisa in connection herewith.
14. Inspection
    1. Inspection Period. Customer shall inspect Products received under this Agreement within ten (10) business days of receipt of such Products (“Inspection Period”). Customer will be deemed to have accepted Products unless it provides Anisa with Notice of any Nonconforming Products within the Inspection Period, stating with specificity all defects and nonconformities, and furnishing such other written evidence or other documentation as may be reasonably required by Anisa (including the subject Products, or a representative sample thereof, which Customer contends are Nonconforming Goods). All nonconformities that are not so specified will be deemed waived by Customer and constitutes acceptance for all non-latent defects, and no attempted revocation of acceptance will be effective.

    2. Remedy for Nonconforming Products. If Customer timely notifies Anisa of any Nonconforming Products, Anisa shall determine, in its reasonable discretion and in good faith, whether the Products are Nonconforming Products. If Anisa determines that such Products are Nonconforming Products, Anisa shall, in its reasonable discretion, either: (a) rework or replace such Nonconforming Products with conforming Products; or (b) refund to Customer such amount paid by Customer to Anisa for such Nonconforming Products returned by Customer to Anisa.

       Customer shall ship, all Nonconforming Products to Anisa Tianjin or to such other location as Anisa may instruct Customer in writing. If Anisa exercises its option to replace Nonconforming Products, Anisa shall ship to Customer, at Anisa’s expense and risk of loss, the replacement Products.

       THE REMEDIES SET FORTH IN THIS SECTION 14.2 ARE CUSTOMER’S EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING PRODUCTS, SUBJECT TO CUSTOMER’S RIGHTS UNDER SECTION 19.5 (REMEDY FOR BREACH OF LIMITED WARRANTY).

15. Intellectual Property Rights.
    1. Ownership. Except for Customer Intellectual Property incorporated into the Specifications, all designs, concepts, tooling, processes, improvements, and developments relating to the Products shall be exclusively owned by Anisa, whether developed before, during, or after performance of this Agreement.
    2. Retention of Intellectual Property. Nothing in this Agreement will function to assign any of either Party’s intellectual property rights to the other Party, and each Party shall retain exclusive interest in and ownership of its intellectual property including, but not limited to, intellectual property rights that a Party solely conceived of within the framework of this Agreement.
    3. Prohibited Acts. Customer shall not:
       1. take any action that may interfere with any of Anisa’s rights in or to Anisa’s Intellectual Property Rights, including Anisa’s ownership or exercise thereof;
       2. challenge any right, title, or interest of Anisa in or to Anisa’s Intellectual Property Rights;
       3. make any claim or take any action adverse to Anisa’s ownership of Anisa’s Intellectual Property Rights;
       4. register or apply for registrations, anywhere in the world, for Anisa’s Intellectual Property Rights or any trademark that is similar to Anisa’s trademarks or that incorporates Anisa’s trademarks in whole or in confusingly similar part;
       5. use any mark, anywhere, that is confusingly similar to Anisa’s trademarks;
       6. engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Products) or any Anisa trademark;
       7. misappropriate any of Anisa’s Intellectual Property Rights, including trademarks for use as a domain name without prior written consent from Anisa; or
       8. alter, obscure, or remove any of Anisa’s patent, trademark, copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Products), marketing materials, or other materials that Anisa may provide.
    4. Patent Rights. Customer acknowledges and agrees that: (a) Anisa owns or has rights to certain patents, patent applications, and other intellectual property rights relating to the Products and manufacturing processes (“Patent Rights”); (b) Nothing in this Agreement grants Customer any license, right, title, or interest in or to any Patent Rights; (c) The sale of Products does not convey any implied license under any Patent Rights.
    5. Patent Acknowledgement. Customer shall: (a) include or maintain all patent markings and notices on Product packaging, labels, and containers as supplied by Anisa; (b) display, where reasonably practicable, the following notice prominently on all Customer websites, e-commerce listings, and other points of sale where Products are offered for sale: “These products are protected by one or more patents owned by Anisa [or specific patent numbers if provided by Anisa]”; (c) Require any authorized resellers to comply with these marking requirements; and/or (d) sign a patent acknowledgement form.
16. Anisa’s Right to Terminate and Mitigate.
    1. Anisa may terminate this Agreement, by providing written Notice to Customer:
       1. if Customer fails to pay any amount when due under Agreement (“Payment Failure”);
       2. if Customer is in material breach of any representation, warranty or covenant of Customer under this Agreement (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Customer within a commercially reasonable period of time (in no case exceeding 30 days) after Customer’s receipt of written Notice of such breach;
       3. pursuant to and in accordance with Section 9.5; or
       4. if Customer (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
       5. if Anisa terminates any other agreement between (i) Anisa and (ii) Customer or Customer’s affiliates, due to Customer’s or Customer’s affiliates’ breach or non-performance thereof.
       6. Any termination under this Section 16 will be effective on Customer’s receipt of Anisa’s written Notice of termination or such later date (if any) set forth in such Notice.
    2. In the event Customer does not cure a Payment Failure within 30 days or otherwise abandons unpaid Products with Anisa, then, subject to the terms and conditions of this Agreement, Anisa shall have the right to refuse to deliver such unpaid Products to the Customer and has the right, pursuant to UCC Section 2-706 and any other applicable state law, to sell the “Abandoned Products” to any third party at the price, time and manner as Anisa, in its sole discretion, chooses (the “Right to Mitigate”). The Right to Mitigate shall include Anisa’s right to distribute, use, promote, market, advertise, sell, or otherwise commercially exploit the Products. The net proceeds realized by Anisa pursuant to its Right to Mitigate shall first be applied to any expenses and incidentals incurred as a result of exercising its Right to Mitigate, then to pay down the amounts owed by Customer to Anisa for any unpaid invoices. Any remaining outstanding balance for unpaid invoices shall continue as Customer’s ongoing payment obligation to Anisa. If Anisa exercises its Right to Mitigate, Customer hereby warrants that it shall not commence, or threaten to commence, any objections, legal actions, or administrative proceedings before any court or other governmental agency seeking to enjoin, restrict, or obstruct the Anisa from exercising its Right to Mitigate. Anisa has the right to assign its Right to Mitigate on all the same terms and conditions as provided herein to any third-party reseller of the Abandoned Products (“Reseller”). To the extent any Products contain or embody any of Customer’s Intellectual Property Rights, Customer hereby grants Anisa (and any Reseller) a limited, non-exclusive license to use such Intellectual Property Rights solely for the purpose of exercising the Right to Mitigate. This Right to Mitigate shall terminate on the date on which all of the Abandoned Products in Anisa’s or Reseller’s possession or control have been sold to a buyer.
17. Customer’s Right to Terminate.
    1. Customer may terminate this Agreement, by providing written Notice to Anisa if: (a) Anisa is in material breach of any representation, warranty or covenant of Anisa under this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Anisa within thirty (30) days after Anisa’s receipt of written Notice of such breach; or (b) Anisa (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    2. As a condition precedent to Customer’s right to terminate this Agreement pursuant to this Section 17.1, within thirty (30) days following the date of Customer’s termination Notice, Customer shall pay to Anisa all amounts due to for Products delivered by Anisa to Customer prior to Anisa’s receipt of the termination Notice and reimburse Anisa for all of Anisa’s out-of-pocket costs and expenses (including but not limited to raw materials, labor, or VAT) incurred by Anisa prior to receipt of Customer’s termination Notice that arise from or relate to this Agreement or any Purchase Order issued by Customer to Anisa prior to Anisa’s receipt of such notice (each, a “Reimbursement Payment”). Any termination under this Section 17 will be effective on the latest to occur of Anisa’s receipt of Customer’s written Notice of termination, Anisa’s receipt of the Reimbursement Payment or such other later date (if any) set forth in such termination Notice (if and to the extent that such later date is approved by Anisa in writing).
18. Effect of Expiration or Termination.
    1. Upon the expiration or earlier termination of this Agreement, all indebtedness of Customer to Anisa under this Agreement, of any kind, shall become immediately due and payable to Anisa, without further notice to Customer.
    2. Expiration or termination of the Term will not affect any rights or obligations of the Parties that: (a) come into effect upon or after termination or expiration of this Agreement; or (b) otherwise survive the expiration or earlier termination of this Agreement pursuant to Section 28.1 and were incurred by the Parties prior to such expiration or earlier termination.
    3. Any Notice of termination under this Agreement automatically operates as a cancellation of any deliveries of Products to Customer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Products had been accepted by Anisa. With respect to any Products that are still in transit upon termination of this Agreement, Anisa may require, in its sole discretion, that all sales and deliveries of such Products be made on either a cash-only or certified-check basis.
    4. Upon the expiration or earlier termination of this Agreement, Customer shall:
       1. return to Anisa or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Anisa’s Confidential Information;
       2. permanently erase all of Anisa’s Confidential Information from its computer systems; and
       3. certify in writing to Anisa that it has complied with the requirements of this clause.
19. Representations and Warranties.
    1. Customer’s Representations and Warranties. Customer represents and warrants to Anisa that:
       1. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement;
       2. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
       3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement by Customer, have been duly authorized by all necessary action on the part of Customer;
       4. the execution, delivery, and performance of this Agreement by Customer will not violate, conflict with, require consent under or result in any breach or default under (i) any of Customer’s organizational documents, (ii) any applicable law or (iii) with or without notice or lapse of time or both, the provisions of any material Customer Contract;
       5. it is in compliance with all applicable laws relating to this Agreement, the Products, and the operation of its business;
       6. it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable laws to conduct its business generally and to perform its obligations under this Agreement;
       7. it is not insolvent and is paying all of its debts as they become due; and
       8. all financial information that it has provided to Anisa is true and accurate and fairly represents Customer’s financial condition.
    2. Anisa’s Representations and Warranties. Anisa represents and warrants to Customer that:
       1. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement;
       2. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
       3. the execution of this Agreement by its Representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement by Anisa, have been duly authorized by all necessary action on the part of Anisa; and
       4. it is in material compliance with all applicable laws relating to this Agreement, the Products, and the operation of its business; and
       5. it has obtained all material licenses, authorizations, approvals, consents, or permits required by applicable laws to conduct its business generally and to perform its obligations under this Agreement.
    3. Limited Product Warranty.
       1. Subject to the provisions of Sections 19.4 through 19.6, Anisa warrants to Customer (the “Product Warranty”) that: (a) for a period of one year from the date of delivery of a Product (the “Warranty Period”), each Product will materially conform to the specifications set forth in the Quotation and Range Board and will be free from significant defects in material and workmanship.
       2. Anisa is committed to ensuring Products meet the highest quality standards and each Customer’s unique needs. While Anisa’s products are designed and manufactured to withstand most conditions, there can be exceptions (e.g., not all cosmetic and skin care products may be suitable for use with every brush product and harsh cleaning products may reduce the lifespan of brushes). Cosmetic brush products must be stored in ambient conditions and notice must be provided to end users to regularly clean brush products. In order to confirm product compatibility and optimal longevity, it is critically important that Anisa is notified, in advance, of the intended use and any Product pairings for any item Anisa develops and/or distributes. Under no circumstance is Anisa responsible for damages that occur as a result of a violation of this provision.
       3. Anisa represents that, to its knowledge, the Products as manufactured by Anisa and supplied under this Agreement do not infringe any third-party intellectual property rights.
    4. Product Warranty Limitations. The Product Warranty does not apply to any Product that:
       1. has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Anisa;
       2. has been reconstructed, repaired, or altered by Persons other than Anisa or its authorized representative; or
       3. has been used with any third-party products, or product that has not been previously approved in writing by Anisa.
    5. Exclusive Remedy for Defective Products. In the event of a breach of Section 19.3 during the Warranty Period, Customer must provide a detailed, written Notice to Anisa within five (5) days of discovering the defect. The Notice must specify all alleged defects and include any documentation reasonably required by Anisa (including the allegedly Defective Products, or a representative sample). If Anisa determines, in its sole reasonable discretion, that such Products are Defective and any such defect has not been caused or contributed to by any of the factors set forth in Section 19.4, Anisa shall:
       1. rework or replace such Defective Products; or
       2. if repair or replacement is not commercially feasible, refund Customer the purchase price.

       In no event shall Customer reconstruct, rework, alter or replace any Product, in whole or in part, either itself or by or through any third party without Anisa’s advance written approval.

       THIS SECTION 19.5 SETS FORTH CUSTOMER’S SOLE REMEDY AND ANISA’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED PRODUCT WARRANTY.

    6. WARRANTY DISCLAIMER. THE PRODUCT WARRANTY SET FORTH IN SECTION 19.3 IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY ANISA AND IS IN LIEU OF ALL OTHER WARRANTIES AND NEITHER ANISA NOR ANY PERSON ON ANISA’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ANISA, OR ANY OTHER PERSON ON ANISA’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 19 OF THIS AGREEMENT.
20. Limitation of Liability.
    1. NO CONSEQUENTIAL DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR THEIR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. MAXIMUM LIABILITY. EXCEPT FOR LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL ANISA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ANISA PURSUANT TO THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM.
    3. ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY ANISA, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCTS.
21. Indemnification.
    1. Indemnification by Anisa. Anisa will defend, indemnify and hold the Customer harmless from and against any damages and liabilities awarded against the Customer and any costs and expenses (including, without limitation, reasonable attorney’s fees), reasonably incurred by the Customer with respect to any third party claim, suit, action or proceeding brought against the Customer to the extent that it is based upon a claim (i) that the Product manufactured and sold in accordance with this Agreement infringes any third party copyright, trade secret, trademark or patent, (ii) of wrongful death, bodily injury or physical destruction of tangible property to the extent resulting from any acts or omissions of Anisa in the performance of its duties hereunder; or (iii) grossly negligent or willful misconduct of Anisa.
    2. Indemnification by Customer. Customer will defend, indemnify and hold Anisa harmless from and against any damages and liabilities awarded against Anisa and any costs and expenses (including, without limitation, reasonable attorney’s fees), reasonably incurred by Anisa with respect to any third party claim, suit, action or proceeding brought against Anisa to the extent that it is based upon a claim (i) that the Product manufactured pursuant to specifications imposed by Customer and sold in accordance with this Agreement infringes any third party copyright, trade secret, trademark or patent, (ii) of wrongful death, bodily injury or physical destruction of tangible property to the extent resulting from any acts or omissions of Customer in the performance of its duties hereunder; (iii) grossly negligent or willful misconduct of Customer, (iv) claims arising from Customer branding, labeling, marketing claims, instructions for use, or regulatory filings, and/or (v) a breach by Customer of any representation, warranty, or covenant set forth in this Agreement.
    3. Conditions of Indemnification. Each Party’s indemnification obligations (the “Indemnifying Party” and “Indemnified Party”) hereunder are contingent on the following conditions:
       1. the Indemnified Party must notify the Indemnifying Party in writing promptly (but in no event later than thirty (30) days) after the Indemnified Party becomes aware of a claim or the possibility thereof; provided, however, that failure to give prompt notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudiced by such failure);
       2. prior to any indemnification, the Indemnified Party must grant the Indemnifying Party the sole control of the settlement, compromise, negotiation, and defense of any such action, provided that the Indemnified Party shall be entitled to participate in such action at its own expense, and provided that the Indemnified Party shall have the right to approve any settlement requiring the Indemnified Party to pay any money, transfer any property or to undertake any action or obligation other than a release of claims (such approval not to be unreasonably withheld, delayed or conditioned);
       3. the Indemnified Party must provide the Indemnifying Party with all information related to the action that is reasonably requested by the Indemnifying Party;
       4. the Indemnifying Party shall not be liable hereunder for any settlement made by the Indemnified Party without the Indemnifying Party’s advance written approval or for any award from any action in which the Indemnifying Party was not granted control of the defense; and
       5. The Parties agree to cooperate in good faith in the joint defense of any legal action or suit that causes one party to invoke an indemnity hereunder.
22. Confidentiality. Anisa and Customer shall consider and treat all information as confidential and shall not disclose any Confidential Information to any other person or use any Confidential Information itself for any purpose other than pursuant to and as required by this Agreement (except as required by law or court order), without the other Party’s prior written consent. Each Party retains all rights with respect to their Confidential Information, and the other Party shall not acquire, nor attempt to obtain, any patent, trademark, copyright, license, or other rights in respect of the Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any information related to the design, specifications, marketing (including presentations and other documentation), prototypes, capacity, testing, research, installation, implementation and customizing techniques and procedures concerning a Party’s present and future products and services, manufacturing process, treating or preserving materials, patterns for machines or other devices, technical and business information relating to proprietary ideas, patents, trade secrets, financial information and projections, lists of customers and suppliers, any information or documentation marked as “confidential” (or with a similar designation) at the time of disclosure to Customer, and any information identified as confidential at the time of disclosure and/or designated as confidential in written memorandum subsequently delivered to Customer. The Confidential Information of the disclosing party shall not be disclosed by the receiving Party to any third party and shall not be used by the receiving party for purposes other than those contemplated by this Agreement without the prior written consent of the disclosing party. Any Confidential Information exchanged by the Parties under this Agreement shall remain subject to such confidentiality and nonuse obligations for a period of three (3) years from the termination or expiration of the Agreement; provided, however, that with respect to Confidential Information which constitutes a “trade secret” of the disclosing Party under applicable law, the confidentiality and non-use obligations imposed pursuant to this Agreement shall survive any expiration or termination of this Agreement with respect to such “trade secrets” so long as such Confidential Information retains the character of a “trade secret” under applicable law. The confidentiality and non-use obligations under this Article shall not apply to any information that (i) is or which later becomes publicly known through no fault of the receiving Party; (ii) is already in the receiving Party’s possession prior to the disclosure by the disclosing party to the receiving party as indicated in the receiving Party’s competent written records; (iii) is subsequently disclosed to the receiving party, by a third party not under any obligation of confidentiality to the disclosing Party; or (iv) is independently developed by the receiving party without use of the Confidential Information of disclosing Party or any other information from the disclosing party that is protected by any other confidentiality obligations. Each Party acknowledges that the violation of any of the provisions of this Section will cause irreparable loss and harm which cannot be reasonably or adequately compensated by damages in an action at law, and, accordingly, the damaged Party will be entitled to injunctive relief and other equitable relief to enforce the provisions of this Section; but no action for any such relief shall be deemed to waive the right of that Party for an action for damages. If the Parties entered into a Non-Disclosure Agreement, and there is a conflict between the confidentiality terms of this Agreement and Non-Disclosure Agreement, this Agreement shall control.
23. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Anisa hereunder), when and to the extent such failure or delay is directly caused by or directly results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, public health emergency, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government embargoes, (e) national or regional emergency; (f) port closures or government import/export restrictions, (g) supplier shutdowns or inability or delay in obtaining supplies of adequate or suitable materials; or (h) any other unforeseeable events beyond the reasonable control of the Impacted Party that prevents the performance of this Agreement, and not merely renders it more difficult or costly. The Impacted Party shall give reasonable advance notice of the Force Majeure Event to the other Party, including the expected duration of the occurrence and its anticipated effect on performance under the Agreement. Such notice shall be provided as soon as commercially practicable after the Impacted Party becomes aware of the Force Majeure Event. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. If a Force Majeure Event occurs, the time the Impacted Party has to perform its obligations shall be extended for a period of time equal to the period of time during which such party is delayed due to the Force Majeure Event, and neither party shall terminate this Agreement solely due to the Force Majeure Event. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the Force Majeure Event.
24. Solvency. This provision shall apply in the event that Anisa has: (a) delivered the Products to Customer on credit; or (b) financed the sale of the Products to Customer. As a condition of Anisa allowing Customer to accept delivery of the Products on credit, Customer represents and warrants to Anisa that Customer is solvent and is not presently a debtor in any bankruptcy case in any court of competent jurisdiction. In the event Customer becomes insolvent before delivery or while the Products are in transit, Customer shall immediately notify Anisa. The failure to notify Anisa immediately will be construed as a reaffirmation of Customer’s solvency at the time of delivery. Anisa shall have the right to stop delivery of the Products by a bailee or other third party transporting the same if Customer becomes insolvent, repudiates, or fails to make a payment due, in order to withhold or reclaim the Products under the provisions of the Uniform Commercial Code. In the event the Products reach Customer prior to Anisa’s ability to stop the Products and Customer cannot make payments within the agreed upon payment terms, Customer shall return the Products to Anisa at Customer’s expense. In the event of Customer’s insolvency, Anisa’s invoice together with this Agreement shall constitute a demand by Anisa for reclamation of the Products in accordance with Section 2-702 of the Uniform Commercial Code, GA Code § 11-2-702 (2020), Section 546 (c)(1) of the United States Bankruptcy Code, or any other applicable laws. In the event of Customer’s insolvency, Customer hereby waives any defenses to Anisa’s reclamation of the Products and Customer shall promptly return possession of the Products to Anisa. Customer hereby grants a general lien on, and a security interest in, any assets belonging to Customer as security for the performance of its obligations hereunder or to satisfy any obligation owed by Customer to Anisa under any agreement.
25. No Public Announcements or Trademark Use. Neither Party shall make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the subject matter of this Agreement, the other Party or its business unless: (a) it has received the express written consent of the other Party, or (b) it is required to do so by applicable law. Additionally, neither Party shall use the other Party’s trademarks, service marks, trade names, logos, symbols, brand names, or other identifying marks without the prior written consent of the owner Party. Any such consent shall: (a) be at the owner Party’s sole discretion; (b) be obtained in advance and in writing; and (c) specify the approved scope and duration of such use. Any rights granted shall be non-exclusive, non-transferable, and revocable at will by the owner Party.”
26. No Purchase Obligation. Execution of this Agreement shall not create an obligation of Customer to purchase any service, Products, or other intangibles from Anisa. The Parties acknowledge and agree that the exchange of information under this Agreement shall not bind either Party to any current or future contractual relationship, except as may be specifically set forth herein or in a separate agreement.
27. Scrap. Anisa has the right to scrap without liability, materials submitted for quotations, patterns, models, special tools, and designs used in the manufacture of Products unless prior notice is given to ship these items with the completed Products.
28. General
    1. Survival. Any provisions of this Agreement which, by their nature, should survive termination or expiration of this Agreement, will survive such termination or expiration, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, indemnification, and dispute resolution provisions.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth following the Parties’ signatures (or to such other address that the receiving Party may designate from time to time in accordance with this section). All Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or delivered electronically, including by email or through Anisa’s ordering platform. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
    3. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”), shall be submitted for negotiation and resolution to the Parties’ corporate offices, by delivery of written Notice (each, a “Dispute Notice”) from either of the Parties to the other Party. Such persons shall negotiate in good faith to resolve the Dispute. If the Parties are unable to resolve any Dispute within ten (10) business days after delivery of the applicable Dispute Notice, either Party may file suit in a court of competent jurisdiction in accordance with the provisions of Section 28.4 hereunder.
    4. Governing Law and Jurisdiction. This Agreement and the Quotation shall be governed by and construed according to the substantive laws of the State of Georgia without regard to conflicts of laws rules and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Products, if otherwise applicable. For any action at law or in equity arising out of or relating to this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Georgia and agree that such litigation shall be conducted only in the courts of Fulton County, Georgia, or the federal courts for the United States for the Northern District of Georgia.
    5. Recall. If a governmental authority requires a recall of Products due to a manufacturing defect attributable to Anisa, Anisa shall bear reasonable recall costs. If the recall arises from Customer specifications, marketing, labeling, or misuse, Customer shall bear such costs.
    6. Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Anisa. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement.
    7. Legal Fees. In the event that any Party institutes any legal suit, action, or proceeding, including arbitration, against the other Party arising out of or relating to this Agreement, the prevailing Party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs
    8. Relationship of the Parties. The relationship between Anisa and Customer is solely that of vendor and vendee, and they are independent contracting parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
    9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as may be set forth in Section 21(Indemnification) with respect to indemnified parties.
    10. Further Assurances. Upon Anisa’s reasonable request, Customer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.
    11. No Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (a) any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or (b) any act, omission, or course of dealing between the Parties.
    12. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
    13. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    14. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the Parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
    15. Modification. Anisa reserves the right to update or modify these Purchase Order Terms and Conditions from time to time. Any such updates shall become effective upon posting the revised Terms and Conditions on Anisa’s website at Purchase Order Terms and Conditions. The version of the Purchase Order Terms and Conditions in effect at the time a Purchase Order is accepted by Anisa shall govern that Purchase Order. Customer is responsible for reviewing the current version of this Agreement prior to submitting a Purchase Order.
    16. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
    17. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
    18. Entire Agreement. This Agreement, including and together with the Quotation, Nondisclosure Agreement, Basic Purchase Order Terms and any related exhibits, and, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    19. Electronic Acceptance. Customer acknowledges that acceptance of this Agreement through electronic means constitutes a binding legal agreement and that electronic records and signatures shall have the same force and effect as original signatures.