Proforma Invoice Terms
General Terms and Conditions
These General Terms and Conditions (“Exhibit”) govern the contractual relationship between the buyer (“Buyer”) and Sunstore Solar Private Limited (“Supplier”) under the applicable Proforma Invoice (“PI”).
Wherever the context requires, the Buyer and the Supplier are hereinafter collectively referred to as “Parties” and individually as “Party”.
1.Scope & Applicability
1.1This Exhibit forms an integral part of the PI and establishes the general framework for the facilitation of procurement transactions by Supplier. The Buyer acknowledges that Supplier is not the manufacturer, distributor, or direct supplier of the goods but merely acts as an intermediary facilitating the purchase process. The Buyer agrees that any recourse for product issues, including but not limited to quality, warranty, or defects, must be pursued directly with the Supplier.
1.2In the event of any inconsistency between the PI and this Exhibit, the terms of the PI shall prevail. Any amendments to the PI shall be made in writing and mutually agreed upon.
1.3These General Terms and Conditions are published on the Supplier's official website and are made accessible through the hyperlink provided in each PI (the "PI Link"). Every PI issued by the Supplier, whether accessed through the PI Link, the Supplier's website, or otherwise, shall be governed by, shall incorporate by reference, and shall be read together with this Exhibit. By accepting, acting upon, or making any payment against a PI, the Buyer acknowledges that it has read, understood, and agreed to be bound by these General Terms and Conditions, irrespective of whether the Buyer has in fact accessed the PI Link.
2.Order Acceptance
2.1Upon acceptance of the Purchase Order (“PO”), wherever mandated or required based on the nature of the transaction, the Supplier shall issue a PI detailing the goods purchased by the Buyer. The execution of the order shall be carried out in accordance with the terms and conditions specified in the PO where applicable or any mutually agreed instructions provided therein. In exceptional circumstances where a PO is not issued, the transaction documents mutually accepted by the Parties shall govern the order.
2.2Amendments, corrections, or objections to the price stated in the PI shall be communicated within 48 (forty-eight) hours from the time the PI is raised and, in any event, prior to the dispatch of goods. Once the PI has been raised and the aforesaid timeline has lapsed, any modification requests shall be subject solely to the Supplier’s discretion. The Supplier may either accept or reject such modifications to the extent feasible. If the Supplier accepts the modification, all associated costs shall be borne by the Buyer. If the modification is not feasible, the Buyer shall have the option to either proceed with the PO as originally placed or request cancellation. In case of cancellation, the Supplier shall recover any costs incurred up to the date of cancellation.
3.Price And Taxes
3.1The Buyer shall pay the Supplier the purchase price for all goods (“Purchase Price”) as specified in the PI, which shall be in accordance with the terms set forth in the PO. The Purchase Price stated in the PI shall be the full and final cost payable by the Buyer to the Supplier. Payment shall be made to the Supplier’s designated bank account mentioned under the respective PI or through any other mode of payment as communicated by the Supplier, without any delay.
3.2In the event of any revision in the rate from the PI, the Supplier shall promptly notify the Buyer of such revision. The Buyer shall confirm its acceptance or rejection of the revised rate within 24 (twenty-four) hours of receiving such notice.
3.3Unless agreed otherwise, Purchase Price shall include standard packaging, insurance premium and transportation cost for delivery of goods. Provided that, such premium and cost shall be borne by the Supplier pursuant to the applicable trade term ("Trade Term") as mutually agreed under PO.
3.4The Purchase Price does not include any applicable taxes, duties, or levies (“Taxes”) in relation to the goods or the delivery of goods thereof unless explicitly stated. Any statutory levies, banking or transaction charges as may be applicable shall be borne by the Buyer. The Clause 3 shall apply to any and all the payments that are payable by Buyer pursuant to this PI.
3.5Any increase in the Purchase Price due to changes in law, raw material costs, or foreign exchange fluctuations shall be borne by the Buyer.
4.Payment Terms
4.1Invoice shall be issued within 7 (Seven) business days from the date of receipt of full payment from the Buyer.
4.2All payments shall be made in full without any deductions for setoffs or counterclaims unless expressly agreed in writing.
4.3Any and all payments shall be considered received only when credited to the Supplier’s designated bank account.
4.4The Supplier retains the right to suspend the delivery of goods or terminate the PI if payments are not received within the mutually agreed timeframe. The Supplier shall be entitled to levy interest at the rate of 18% per annum on any delayed payments from the due date until the date of actual realization. The Supplier further reserves the right to initiate appropriate legal proceedings and/or recovery actions against the Buyer in case the payment default continues, without prejudice to any other rights or remedies available under applicable law or this PI.
4.5In the event the Buyer defaults due to any discrepancy in quantity, quality, or any other relevant documentation, the Buyer shall notify the Supplier in writing, specifying the grounds of such dispute; thereafter the Buyer may withhold the payment of such disputed invoice. Provided that, the payment of undisputed invoice shall be paid in accordance with the agreed payment terms. Any costs incurred by the Supplier for collection of overdue payments, including but not limited to any legal fees, shall be borne by the Buyer.
4.6Where the Supplier has, at its sole discretion, extended credit terms to the Buyer, the Buyer shall, as a pre-condition to availing such credit, submit to the Supplier post-dated cheque(s) ("PDC(s)") for the full PI value (inclusive of applicable Taxes), drawn in favour of the Supplier and dated in accordance with the agreed credit period. The Buyer represents and warrants that sufficient funds shall be maintained in the relevant account and that each such PDC shall be duly honoured on presentation. Dishonour of any PDC shall constitute a material breach and an event of default under this PI, entitling the Supplier, without prejudice to any other rights or remedies available under applicable law or this PI, to (i) recover the full outstanding amount together with interest at 18% (eighteen percent) per annum under Clause 4.4, (ii) initiate proceedings under the Negotiable Instruments Act, 1881, and (iii) suspend or terminate further supplies to the Buyer.
5.Delivery
5.1The Supplier shall endeavor to dispatch the goods within 7 (seven) business days from the receipt of full payment from the Buyer, subject to availability of goods and fulfilment of any agreed pre-dispatch conditions. Delivery shall thereafter be completed within a reasonable timeline, depending upon the delivery location, logistics, and other operational factors.
5.2If the goods are ready for dispatch and the Buyer fails to arrange pick-up within 5 (five) days from the date of written intimation of readiness for dispatch, the Supplier shall be entitled to levy handling charges calculated at the rate of 18% per annum on the PI value for the period of delay until actual delivery or pick-up. In the event the goods are required to be stored due to such failure, including when the goods are required to move from the factory to a warehouse, the Supplier shall be entitled to levy applicable storage and handling charges along with any additional warehousing charges incurred on account of such storage.
5.3Further, where the goods have been dispatched from the factory and the Buyer fails to take delivery, the Goods shall be stored at a warehouse at the Buyer’s risk and cost, and all associated expenses including but not limited to transportation, insurance, and warehousing charges shall be borne by the Buyer at actuals.
5.4In the event the Buyer fails to make any payment when due under this PI, the Supplier shall be entitled to withhold or suspend the dispatch and/or delivery of goods until such payment is received. Any delay in payment shall directly impact delivery timelines, and the Supplier shall not be liable for any delays arising therefrom. Any revised delivery schedule, if required, shall be mutually agreed between the Parties.
5.5The Buyer shall be responsible for arranging timely receipt, unloading, or collection of the goods from the delivery address as specified in the applicable PO. Under no circumstances shall the Supplier be responsible for the unloading of the goods. If the Buyer fails to accept delivery within the agreed or reasonable timeframe, all additional costs incurred, including storage, handling, demurrage, or transportation charges, shall be borne solely by the Buyer.
5.6The Supplier may, at its discretion, make partial deliveries, and each such partial delivery shall be treated as a separate and independent transaction. The Supplier shall not be liable for delays caused by force majeure events, supply chain disruptions, logistical constraints, actions or omissions of third-party carriers, or any delay attributable to the Buyer.
5.7In the event of any anticipated delay in dispatch or delivery of the goods, the Supplier shall inform the Buyer within a reasonable time after becoming aware of such delay. The Supplier shall not be responsible for any delays caused by the Buyer, including but not limited to payment delays, failure to provide necessary information, or failure to accept delivery.
5.8In locations where logistical options are limited, any suspension or withholding of dispatch or delivery due to the Buyer’s payment default shall result in a corresponding extension of the delivery timelines, without any liability on the Supplier.
5.9The Supplier shall hand over to the Buyer all warranty certificates and related documents strictly as received from the Original Equipment Manufacturer (OEM). The Supplier does not provide any independent warranty or guarantee in respect of the goods and shall have no liability for the performance, quality, or fitness of the goods beyond the manufacturer’s warranty. All warranty, guarantee, repair, or replacement claims shall be raised directly by the Buyer with the manufacturer in accordance with the applicable warranty terms. The Supplier shall have no role or continuing obligation after the handover of the warranty documents, except for reasonable coordination support, if required.
5.10Upon delivery, the Buyer shall promptly inspect and verify the condition and functionality of the goods. Any visible damage, defect, shortage, or non-functionality must be notified to the Supplier in writing within 4 (four) days from the date of delivery or pickup, failing which the goods shall be deemed accepted in good condition. Subject to verification, where the damage or non-functionality is limited to up to 2 (two) panels, the Supplier may assist the Buyer in obtaining a credit note. For damages exceeding such limit, the Supplier may facilitate the initiation of an insurance claim; however, settlement shall be subject to insurer approval. Any insurance proceeds received by the Supplier specifically toward such claim shall be remitted to the Buyer within 7 (seven) business days from the date of receipt.
5.11In the event any inspection is required, the Buyer shall notify the Supplier in writing at the time of placing the Purchase Order, providing all necessary details including the type of inspection, proposed date, and any other relevant particulars to enable the Supplier to take appropriate action. The Buyer shall be solely responsible for coordinating and liaising with any third party and/or statutory authority in connection with such inspection throughout the process. The Supplier shall, upon the Buyer’s request, provide reasonable support and cooperation to facilitate the inspection.
5.12Return of Goods shall not be permitted under any circumstances. Any replacement shall be strictly subject to the approval of OEM and the Supplier shall not be liable where such replacement is declined by the OEM. In the event any panel is alleged to be defective, a joint call and technical evaluation shall be arranged between the OEM’s and the Buyer for the purpose of reviewing the issue and collecting necessary evidence. The final determination regarding repair, replacement, or rejection of the claim shall rest solely with the OEM.
6.Transfer Of Risk And Property
6.1In case the goods are supplied on an Ex-Works (EXW) basis, wherein the Buyer arranges its own transportation for pickup of the invoiced goods, all risks, including but not limited to transit risk, loss, or damage, shall transfer to the Buyer at the point the goods are handed over to the Buyer or its designated carrier. The Buyer shall be solely responsible for arranging adequate transit insurance, and the Supplier shall bear no responsibility or liability in this regard.
6.2Where the goods are supplied on a Freight on Road (FOR) or delivered basis, the risk shall remain with the Supplier until the goods are delivered to and accepted at the agreed delivery address. The Supplier shall ensure appropriate transit insurance coverage up to the point of delivery. Upon delivery and acceptance, all risks of loss, damage, or deterioration shall immediately transfer to the Buyer, who shall thereafter be solely responsible.
6.3Unless otherwise expressly agreed in writing, any and all risks of loss of or damage to the goods shall pass to the Buyer in accordance with the delivery terms specified in the applicable PO or commercial terms governing the transaction.
6.4To the fullest extent permitted under applicable laws, all supplied goods shall remain the sole and exclusive property of the Supplier until the Supplier has received full and final payment of all amounts due in respect of such goods. Until such time, the Buyer shall hold the goods in a fiduciary capacity as bailee for the Supplier and shall keep the goods adequately protected, insured, and free from any charge, lien, pledge, or encumbrance. The Buyer shall conduct pre-dispatch inspection and any line inspection within 7 (seven) days or the delivery time frame as stipulated by the Supplier.
7.Warranty And Quality Assurance
7.1The Supplier warrants that the goods supplied shall conform to the specifications set out in the PI. Except as expressly stated in writing under the PI or any other mutually executed document, the Supplier does not provide any additional or independent warranty in respect of the goods. Any warranties applicable to the goods shall be strictly limited to those provided by the OEM and shall be governed by the OEM’s terms, conditions, and policies.
7.2The Supplier acts solely as a facilitator in the transfer of products from the OEM to the Buyer and assumes no liability for product quality, packaging, defects, damages, warranties, or guarantees beyond providing the relevant warranty documentation to enable the Buyer to raise claims directly with the OEM. In the event of any defect during the applicable warranty period, the Buyer shall seek repair, replacement, or compensation directly from the OEM in accordance with the OEM’s policy.
7.3The Supplier shall not be liable for defects or damages arising from improper handling, storage, installation, misuse, or any act or omission on the part of the Buyer or third parties. Except for obligations expressly agreed in writing, the Supplier bears no independent liability or continuing obligation after facilitating the supply of goods and associated warranty documents, and no guarantees or assurances are provided beyond those expressly covered by the OEM.
8.Limitation On Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFIT, FEED-IN TARIFF, SUBSIDIES, BUSINESS, REVENUE, ANTICIPATED SAVINGS OR DATA, AND IN NO EVENT SHALL THE TOTAL LIABILITY OF SUPPLIER EXCEED THE PURCHASE PRICE RECEIVED BY SUPPLIER UNDER THIS PI, EXCEPT IN CASES WHERE THE LOSS OR DAMAGE IS CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.
9.Indemnification
9.1To the fullest extent permitted by applicable law, each Party ("Indemnifying Party") shall fully indemnify, defend and save harmless the other Party and its directors, officers, shareholders, partners, agents and employees, and the affiliates of the same (collectively, the "Indemnified Parties") from and against liabilities incurred by any Indemnified Parties in connection with or arising from any third party claim for physical damage to or physical destruction of third party property, or death of or personal injury to any person, arising out of the negligent acts or omissions of Indemnifying Party or its respective agents or employees or other parties under their respective control. Nothing herein shall be interpreted as creating any indemnification obligation in Indemnifying Party for liabilities arising solely from the wilful acts or gross negligence of Indemnified Party or Parties under its control.
9.2Neither Party shall enter into any settlement that would have a material adverse effect on the rights of the Indemnifying Party under this PI without the prior written consent of the applicable Indemnified Party (such consent not to be unreasonably withheld).
9.3The applicable Indemnified Party shall (i) notify the Indemnifying Party promptly of the receipt of any claim creating indemnification obligations hereunder, (ii) will not take any Position adverse to the Indemnifying Party regarding such claim, (iii) allow the Indemnifying Party sole control of the defense and/or settlement thereof, (iv) make no admissions or other statements which may be prejudicial to the Indemnifying Party, and (v) will give the Indemnifying Party information and reasonable assistance to settle and defend the claim.
10.Trade Remedy
Buyer fully understands that the goods hereunder may be subject to certain trade remedy measures including without limitation anti-dumping and countervailing duties and safeguard measures in certain regions and countries. Buyer confirms that it is familiar with and will be in full compliance with applicable laws related with those trade remedy measures.
11.Termination
11.1Supplier has the right to terminate upon written notice to Buyer if (a) Buyer's delay in any payment or issuance of Qualified L/C or Acceptable Buyer Guarantee lasts more than 10 (ten) days, or (b) Buyer breaches clause 4.4 and such breach(s) lasts for more than 10 (ten) days in aggregate.
11.2Either Party shall be entitled to terminate by providing written notice to the other Party, if the other Party is bankrupt, liquidated or becomes insolvent. Notice shall be given to the other Party of such bankruptcy, liquidation or insolvency within 10 (ten) days after such Party is or should be aware of such situation or procedure. However, Supplier’s right to claim payment for delivered or manufactured goods and its right to other remedies shall not in any event be prejudiced by termination of this PI in accordance with clause 11.2.
11.3If a Party fails to comply with any material provision not otherwise set forth in this clause 11 and fails to cure or remedy such failure within 30 (thirty) days after notice is made by the other Party demanding that the breaching Party cure the same, the non-breaching Party shall have the right to terminate by providing written notice to the breaching Party.
11.4Upon termination by Supplier pursuant to Clauses 11.1 and 11.3, without prejudice to Supplier’s other remedies and applicable laws: (i) Buyer shall immediately pay to Supplier the full price of the delivered Goods, whether or not such price is due at the time of such termination; (ii) Supplier may retain all payments received in relation to the undelivered Goods as liquidated damages; and (iii) Buyer shall pay liquidated damages amounting to 15% (fifteen percent) of the total price of the unrealized quantity of Goods, without prejudice to Supplier’s other remedies. The amount payable under this Clause shall be due to Supplier no later than 15 (fifteen) business days after the termination.
12.Force Majeure
12.1A "Force Majeure Event" shall mean the reasonably demonstrated occurrence of any act or event beyond the reasonable control of, and not the result of the fault or negligence of, the Party affected that prevents the affected Party from performing its obligations, in full or part, and which such Party is unable to avoid or overcome with the exercise of due diligence (including the expenditure of commercially reasonable sums). The burden of proving a Force Majeure Event shall be on the Party claiming the occurrence of same. So long as the foregoing conditions are satisfied, a Force Majeure Event may include: storms, nuclear emergency, natural disasters, acts of God, drought, flood, earthquake, fire, explosion, lightning, epidemic, war, riot, sabotage, terrorism or threat of terrorism, strike or lockout.
12.2Upon written notice of the occurrence of a Force Majeure Event, the Party claiming such occurrence shall be excused from the performance of its obligations, with no liability to the other Party for any damage, loss, cost or expense arising therefrom, for the period of such Force Majeure Event, and any date of delivery shall be extended on a day-for-day basis for each day of such occurrence; provided, however, in no event shall Buyer be excused from making any payment when due to Supplier hereunder.
12.3However, should a Force Majeure Event continue or be expected to continue for a period extending to more than 2 (two) months after the date of delivery either Party is entitled to cancel the affected part of this PI without any liability to the other Party.
13.Confidentiality And Personal Data Protection
13.1The Parties agree that all information exchanged in connection with this PI, whether written, oral, electronic, or in any other form, including but not limited to the PI, pricing, commercial terms, product specifications, business information, customer details, Personal Data, and any related documents (collectively, “Confidential Information”) shall be held in strict confidence and shall not be disclosed, circulated, reproduced, or used for any purpose other than the performance of this PI without the prior written consent of the disclosing Party, provided that such obligation will not apply in the event (i) to disclose to such Party's affiliates, subcontractors, vendors, suppliers, employees, Potential or actual lenders, Potential or actual investors, counsel, accountants or advisors who have a need to know such information and (ii) that any judicial or administrative proceeding or any governmental or regulatory authority of which a party is subject to require disclosure of such confidential information, and provided further that the party subject to the requirement has taken commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the information and has given prompt notice of the requirement to the other Party. The disclosing Party shall ensure that the recipients are aware of the confidential nature of the disclosed information and that the recipients are bounded by confidentiality obligations no less than that required under this section.
13.2Both the Parties shall (i) comply with all applicable laws, including Data Protection Laws including but not limited to the provisions of the Information Technology Act 2000 and the Information Technology (Reasonable Security Practices And Procedures And Sensitive Personal Data or Information) Rules, 2011 as well as the Digital Personal Data Protection Act, 2023 and any statutes, rules and regulations enforced by the legislature, while providing the products and related services; (ii) collect all Personal Data in accordance with Data Protection Laws and obtain all consents and rights necessary for the Processing of Personal Data; (iii) use Personal Data only for the purpose of providing the Products and services and for no other purpose; and (iv) maintain at all times the accuracy, quality, and legality of Personal Data. In addition, Buyer shall provide Supplier with such assistance as Supplier may require to fulfill its responsibilities for such data privacy or data protection laws as applicable.
13.3Any unauthorized disclosure, misuse, or circulation of the PI or any other Confidential Information shall constitute a material breach of this Agreement. The defaulting Party shall indemnify, defend, and hold harmless the non-defaulting Party from and against any and all losses, damages, claims, penalties, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with such breach. The rights and obligations under this Clause shall survive the termination or expiry of this PI.
14.Governing Law And Dispute Resolution
14.1This PI shall be governed by and construed in accordance with the laws of India without giving effect to its conflicts of law rules.
14.2Any dispute, controversy or claim arising out of or relating to this PI, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by Indian Council of Arbitration in accordance with rules of the Arbitration and Conciliation Act, 1996, as in effect and as amended at the date of commencement of such arbitration. The seat and venue of arbitration shall be at Mumbai, India.
15.Change In Law
15.1If, at any time after the execution of this PI and before the delivery of goods, a Change in Law occurs that materially affects the Supplier’s ability to perform its obligations under the PI, then the Supplier shall notify the Buyer in writing, specifying the anticipated impact of such changes. This notification shall include the Supplier’s assessment of whether the Change in Law requires an adjustment in the Purchase Price, costs, taxes, duties, or levies that may impact pricing or delivery timelines; modifications to the goods to be supplied; or amendments to the PI terms to comply with the new legal requirements.
15.2Upon receipt of such notification, the Parties shall engage in mutual discussions and seek to amend the PI within 30 (thirty) days to account for the implications of the Change in Law. If the Parties fail to reach an agreement within this timeframe, the Parties shall have the right to terminate the PI, with no further obligation to perform.
15.3In the event of termination under this clause, the Supplier shall refund all undisputed payments received from the Buyer for the undelivered portion of the PI within 7 (seven) days from the date of termination.
15.4In the event the Buyer is entitled to a refund, the same shall be processed within forty-eight (48) hours of receipt of all requisite information and documents, including the Buyer's ledger. Any delay in providing the Buyer's ledger or other information required for verification and reconciliation shall result in a corresponding delay in the processing of the refund.
15.5For the purposes of this Clause, “Change in Law” refers to any amendment, repeal, or enactment of statutory provisions that alter the Supplier’s obligations under the PI, excluding laws related to immigration, employment, or corporate structuring.
16.Compliance With Laws
16.1Each Party represents and warrants that it has complied and shall continue to comply with all applicable laws, statutes, rules, regulations, by-laws, and industry standards in force in its place of incorporation, principal place of business, and the jurisdiction from which it operates, as well as any laws applicable at the place of performance of obligations under this PI. Where the Parties operate in different jurisdictions, each Party shall additionally ensure compliance with the applicable laws of the other Party’s jurisdiction to the extent such laws are relevant to the transaction contemplated herein.
16.2Each Party represents and warrants that it has not and shall not engage, directly or indirectly, in any conduct that violates applicable laws relating to bribery, corruption, fraud, or other unethical business practices (“Anti-Corruption Laws”). In the event that either Party or its employees, agents, or representatives is found to have breached these obligations, the other Party shall have the right to terminate this PI with immediate effect upon written notice.
16.3Both Parties confirm that they have not received notice of, nor are they aware of, any ongoing investigations or proceedings relating to violations of any applicable material laws, and undertake not to engage, directly or indirectly, with any sanctioned individuals, entities, or jurisdictions. Each Party further warrants compliance with all applicable labor laws and confirms that no child labor, forced labor, or involuntary labor shall be employed in connection with this PI.
16.4Furthermore, the Supplier warrants that no goods, materials, or services provided under this PI have been sourced from entities or individuals operating in sanctioned jurisdictions or those blacklisted by regulatory authorities. A breach of this Clause shall be deemed a material violation of the PI.
17.Miscellaneous
17.1Any statements or representations made by the Supplier’s employees, officers, or agents shall not be binding unless explicitly confirmed in writing by an authorized representative of the Supplier.
17.2All notices under this PI shall be in writing and shall be deemed effective upon receipt when delivered via mail, courier, or hand delivery to the Party’s designated official addresses.
17.3No change, amendment or modification of this PI shall be valid or binding upon the Parties unless such change, amendment or modification shall be in writing and duly executed by both Parties.
17.4No provision of this PI shall be construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between the Parties.
17.5In the event that any provision of this PI shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity or enforceability of the remaining provisions between the Parties and shall be severed therefrom. The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.
17.6Neither Party shall make any public announcements regarding the transactions contemplated hereby without the other Party's prior written approval, which approval shall not be unreasonably withheld or delayed.
17.7Each Party retains ownership of its respective trademarks, trade names, and other Intellectual Property Rights (“IPR”), with no rights granted to the other Party except as explicitly stated. Neither Party shall dispute or contest the ownership, validity, or enforceability of the other Party’s IPR or take any action that may dilute or harm such rights. The Buyer undertakes not to use the patents, trademarks or trade names of the Supplier or the manufacturer of the product without the prior written consent of the Supplier.
17.8Neither Party may assign rights or obligations under this PI without prior written consent. The Supplier may subcontract but remains liable for all obligations. Failure to enforce any provision shall not be deemed a waiver of rights.
17.9The Parties agree that electronic communications, including but not limited to email, electronic signatures, and online messaging, shall be deemed valid and legally binding for all purposes under this PI. Such electronic communication shall have the same force and effect as if they were in writing and signed by the Parties. The Parties further acknowledge that electronic communications are reliable, confidential, and secure means of communication.
17.10The provisions of Clause 8 (Limitation of Liability), Clause 9 (Indemnification), Clause 11 (Termination), Clause 13 (Confidentiality & Data Protection), Clause 14 (Governing Law & Dispute Resolution), Clause 16 (Compliance with Laws), and Clause 17 (Miscellaneous) shall survive the termination of this PI to the extent required for their full performance.