General Terms and Conditions for Purchase Orders (Effective September 2023)
- ACCEPTANCE. Safari Circuits, LLC (“Safari”) shall issue purchase orders (“Purchase Order”), each of which shall constitute Safari’s offer to purchase goods (the “Supplies”) and/or services (the “Services”) identified in and by the terms of that Purchase Order. The entity providing the Supplies and/or Services subject to the Purchase Order (“Seller”) acknowledges that written acceptance of the Purchase Order or the commencement of any work performance of any Services, or the shipment of Supplies pursuant to the Purchase Order by Seller will constitute acceptance of the Purchase Order subject to these General Terms and Conditions for Purchase Orders (“Terms and Conditions”). Except to the extent expressly accepted in writing by Safari, Safari affirmatively objects to and rejects the inclusion of any different, additional or inconsistent terms or conditions by Seller; whether by quotation, invoice, or otherwise; in acknowledging and accepting the Purchase Order, notwithstanding Safari’s acceptance or payment for any Supplies or Services or any similar act. Additional or different terms proposed by Seller shall not operate as a rejection of the Purchase Order if Seller commences work or otherwise accepts Safari’s offer, in which case the Purchase Order shall be deemed accepted by Seller without any additional or different terms or variations whatsoever. Safari’s consent to engage in the activity contemplated by a Purchase Order is expressly conditioned on Seller’s unaltered acceptance of the terms and conditions set forth in these Terms and Conditions.
- PRICES. The prices shown on the Purchase Order issued by Safari will be the total price payable by Safari for Supplies and/or Services shown thereon, and not subject to increase. Any change in pricing or the addition of charges of any kind not otherwise set forth in the Purchase Order shall not be allowed unless expressly agreed to in writing by Safari. Unless otherwise specified in the Purchase Order, invoices will be payable ninety (90) days following receipt of acceptable invoice unless other payment terms have been agreed to in writing by Safari. Seller will give Safari the benefit of any price reductions prior to date of shipment. Safari shall be subject to deduction or set-off by Safari for any money due Safari from the Purchase Order or any other transaction with Seller. Payment will be in United States dollars unless otherwise agreed to in the Purchase Order.
- TAXES. Seller is liable for all taxes on all Supplies or Services furnished by Seller including, but not limited to, sales use and excise taxes not agreed to in the Purchase Order.
- QUANTITIES. Seller agrees to adhere to the quantities specified in the Purchase Order. Safari is not required to accept Supplies in excess of quantities specified. Seller shall be liable for whatever additional costs, expenses, consequential losses or damages Safari sustains due to Seller’s delivery of improper quantities.
- DELIVERY. Deliveries will be made only on the dates and in the quantities and manner specified on schedules furnished by Safari. Safari will have no liability for payment for Supplies delivered to Safari which are in excess of quantities specified or otherwise fail to meet delivery requirements. Seller shall make no deliveries before the agreed delivery date(s) and Safari shall not be liable for any costs caused by or related to the storage, transportation or any other additional costs and/or expenses arising out of Seller’s delivery of Supplies prior to agreed delivery date(s). Safari may from time-to-time, change or temporarily suspend shipping schedules, change transportation method, or temporarily suspend Seller’s performance, by notifying Seller within a reasonable time in advance. Seller will pay whatever additional costs, expenses, consequential losses or damages Safari sustains due to Seller’s untimely delivery or delivery of improper quantities. Safari shall be entitled to reject and return any improper deliveries, whether improper in quality or quantity, at any time, at Seller’s sole expense. Seller shall pay all premium freight costs over normal freight costs if expedited shipping methods are used to meet agreed upon delivery dates due to Seller’s acts or omissions. Unless otherwise provided in the Purchase Order, Seller shall pay any costs incurred by Safari, including costs charged by Safari’s customer(s) to Safari, as a result of Seller’s failure to comply with shipping or delivery requirements. Safari shall not be liable for premium freight costs, unless specifically agreed to in advance, in writing, by Safari.
- Packaging and Labeling. All Supplies must be packaged in the manner specified by Safari and shipped in the manner and by the route and carrier designated by Safari. Safari will not be obligated to accept delivery of Supplies unless it is tagged or marked with Safari’s Purchase Order number, part number, and quantity shipped on each package. Packing slips must be enclosed with all shipments and list the Purchase Order number, part number and quantity, and any other information requested by Safari. Seller agrees to follow Safari packaging specification as dictated or package the Supplies to ensure the Supplies are protected to avoid any damage in transit. Seller will ship the Supplies at the lowest possible transportation rate available. Any additional freight, cartage or other costs incurred directly or indirectly as a result of Seller’s failure to observe the conditions set forth in this Section will be for Seller’s account.
- TITLE. Subject to acceptance of the Supplies following inspection as set forth in Section 7 of these Terms and Conditions, title shall pass concurrent with the applicable delivery term.
- INSPECTION. All Supplies and/or Services supplied hereunder will be subject to Safari’s rights of inspection and rejection within a twenty (20) working days after delivery of such Supplies and/or Services. Rejected Supplies will be held for Seller’s instruction and at Seller’s risk and, if requested by Seller, will be returned for credit or refund at Seller’s expense. Rejected Supplies will not be replaced except when specifically ordered by Safari in writing. Safari reserves the right, upon request, to inspect the Supplies on Seller’s premises. Safari will have the right to make use of defective Supplies in such manner as it deems advisable when necessary to meet Safari’s contractual obligations to its customers, without waiving any right or remedy which Safari may have with respect to such materials. Payment prior to inspection will not be deemed a waiver of Safari’s right to inspect and reject or revoke acceptance. Neither inspection, testing, acceptance nor use of material (or the absence thereof) will be deemed a waiver of Safari’s right to revoke acceptance with respect to Supplies containing latent defects or otherwise affect Seller’s warranties for the Supplies.
- Warranties. (a) Seller expressly warrants and guarantees to Safari, to Safari’s successors, assigns and Safari’s customers, and to users of Safari’s products, that all Supplies delivered to Safari will: (i) strictly comply with and conform to the specifications, standards, drawings, samples, descriptions, performance requirements, and revisions as furnished to or by Safari; (ii) conform to all applicable laws, orders, regulations, or standards in countries where the Supplies or other products incorporating the Supplies are to be sold; (iii) be merchantable and free of defects in design, materials and workmanship and be of the highest quality; (iv) be selected, designed, manufactured, and assembled by Seller based upon Safari’s intended use and be fit, safe, and sufficient for the purposes intended by Safari; (v) be free and clear of all liens and encumbrances; and (vi) to the extent that the Supplies contain software delivered to Safari, not contain any undisclosed features or any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” or other computer software routines or hardware components designed to (1) permit access or unauthorized use of either the Software or Safari’s computer systems, (2) disable, damage or erase the software or data, or (3) perform any other such actions, and the software shall not contain preprogrammed preventative routines or similar devices which prevent Safari from utilizing the software for the purpose for which it was designed. The foregoing warranties are in addition to those available to Safari in law or equity.
(b) The warranty period is the longest of: (i) the warranty period offered by Safari to Safari’s customer accruing from the date Safari delivers the Supplies to its customer; (ii) the warranty period provided by applicable law; (iii) the warranty period offered by Safari’s customer to end-users for the products into which the Supplies are incorporated, regardless of the time of acceptance of the Supplies; or (iv) the expiration of any specific warranty period or performance standard provided in any document incorporated by reference into the Purchase Order, including in Safari’s specifications or quality standards.
(c) At Safari’s request, Seller shall fully participate at its own expense in any root cause investigation or analysis conducted by Safari and/or Safari’s customer relating in any manner to the failure of the Supplies and shall provide all information requested by Safari concerning the Supplies. In the event that the root cause analysis of a warranty failure is inconclusive but implicates the Supplies, the extent of Seller’s liability to Safari will be based upon a good faith allocation by Safari of the responsibility for the warranty failure.
(d) In the event that Safari or Safari’s customer voluntarily or pursuant to a government mandate, makes an offer to end-users to provide remedial action to address a defect or non-conforming condition of the Supplies (or any of Safari’s products incorporating the Supplies), in connection with a recall campaign, service action or other corrective action, the warranty shall continue for such time period as may be dictated by Safari’s customer, the government unit, or related law or regulation.
(e) Seller warrants that it will conform to all quality control, validation, testing and other industry standards and inspection systems as established or directed by Safari and its customer with no change to the price. To the extent any industry standards, Safari’s standards, policies or systems are amended, supplemented or replaced, Seller’s obligations under these Terms and Conditions shall automatically be amended.
- Termination for Breach or Nonperformance. Safari reserves the right to terminate all or any part of a Purchase Order, without liability to Safari, if Seller: (a) repudiates or breaches any of the terms of the Purchase Order or these Terms and Conditions, including Seller’s warranties; (b) fails to perform Services or deliver Supplies as specified by Safari; or (c) fails to make progress so as to endanger timely and proper completion of Services or delivery of Supplies; and, Seller does not correct such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after the receipt of notice from Safari specifying such failure or breach. Seller will be liable to Safari for damages resulting from Seller’s breach or nonperformance, including consequential and incidental damages and reasonable attorney’s fees.
- Termination for Convenience. (a) In addition to any other rights of Safari to cancel or terminate the Purchase Order, Safari may, at its option, immediately terminate all or any part of the Purchase Order at any time by giving written notice to Seller, notwithstanding the existence of any event of force majeure as defined in these Terms and Conditions.
(b) Upon receipt of notice of termination, and unless otherwise directed by Safari, Seller will: (i) terminate promptly, but in no case longer than three days from receipt of the notice of termination, all work under the Purchase Order; (ii) transfer title and deliver to Safari the finished Supplies, the work in process, and the parts and materials that Seller produced or acquired in accordance with the terms and conditions of the Purchase Order and which Seller cannot use in producing Supplies for itself or for others; (iii) verify and settle any claims by subcontractors for actual costs made unrecoverable by the termination and ensure the recovery of materials in subcontractor’s possession; (iv) take actions reasonably necessary to protect property in Seller’s possession in which Safari has an interest until disposal instruction from Safari has been received; and (v) upon Safari’s reasonable request, cooperate with Safari in transferring the production of the Supplies to a different supplier
(c) Upon termination by Safari under this Section, Safari’s obligation to Seller will be limited solely to the following: (i) the Purchase Order price for all finished Supplies that conform to the requirements of the Purchase Order and were not previously paid for; and (ii) Seller’s reasonable actual cost of work-in-process and the parts and materials transferred to Safari in accordance with Subsection (b)(ii) above that were acquired based on Material Releases. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SAFARI SHALL HAVE NO OBLIGATION FOR AND SHALL NOT BE REQUIRED TO MAKE PAYMENTS TO SELLER, DIRECTLY OR ON ACCOUNT OF CLAIMS BY SELLER’S SUBCONTRACTORS, FOR LOSS OF ANTICIPATED PROFIT, FAILURE TO REALIZE ANTICIPATED PRODUCTION VOLUMES, REVENUES ON SAVINGS, UNABSORBED OVERHEAD, INTEREST ON CLAIMS, PRODUCT DEVELOPMENT AND ENGINEERING COSTS, TOOLING, FACILITIES AND EQUIPMENT REARRANGEMENT COSTS OR RENTAL, UNAMORTIZED DEPRECIATION COSTS, FINISHED GOODS, WORKIN-PROCESS OR RAW MATERIALS THAT SELLER FABRICATES OR PROCURES IN AMOUNTS THAT EXCEED THOSE AUTHORIZED IN THE MATERIAL RELEASES, AND GENERAL ADMINISTRATIVE BURDEN CHARGES FROM TERMINATION OF THE PURCHASE ORDER, UNLESS OTHERWISE EXPRESSLY AGREED TO ON THE FACE OF A PURCHASE ORDER OR IN A DOCUMENT EXPRESSLY INCORPORATED INTO THE PURCHASE ORDER BY REFERENCE AND SIGNED BY SAFARI.
(d) Safari’s obligation upon termination under this Section shall not exceed the obligation Safari would have had to Seller in the absence of termination.
(e) Seller will furnish to Safari, within thirty (30) days after the date of termination (or such shorter period as may be required by Safari’s customer), its termination claim, which shall consist exclusively of the items of Safari’s obligation to Seller that are listed in this Section. Safari may audit Seller’s records before or after payment to verify amounts requested in Seller’s termination claim.
(f) Safari will not have any obligation to make any payments to Seller if Safari terminates Safari’s obligations under the Purchase Order because of a default or breach by Seller, or if Safari customer takes action that leads to an end to the need for the Supplies at no fault of Safari.
- INFRINGMENT INDEMNITY. Seller hereby agrees to defend, indemnify and hold Safari, its successors, assigns, agents, customers, and users of the Supplies harmless from and against loss, damage or liability including costs and expenses which may be incurred on account of any suit, claim, judgment, or demand involving infringement or alleged infringement of any patents, trademarks, copyrights, trade secrets, licenses or other rights of third parties by the manufacture, use, sale and/or disposition of any Supplies supplied hereunder.
- 12. SAFARI PROPRIETARY RIGHTS. Other than for the performance of Safari’s order, Seller shall not reproduce, use or disclose any data, specifications, designs, drawings, pricing or other information (including customer owned information) belonging to or supplied by or on behalf of Safari to Seller. All manifestations of the foregoing shall be returned to Safari upon completion of Seller’s obligations and duties. Any information which Seller discloses to Safari regarding or which is incorporated into the design, manufacture, sale or use of the Supplies shall be deemed disclosed as part of consideration paid for the Supplies and Safari shall be entitled to reproduce, use and disclose the same under an irrevocable royalty-free license.
- CHEMICAL SUBSTANCE IDENTIFICATION. Seller certifies that any chemical substance(s) furnished pursuant to or in connection with a Purchase Order has been properly labeled, and that proper information on the substance(s), e.g., material safety data sheets, have been provided to Safari, pursuant to all federal, state and local laws and regulations.
- INSURANCE. Seller shall maintain the insurance coverages that are specified as required in the Purchase Order or, if none are specified, the following minimum insurance coverage and limits: Statutory Workers’ Compensation coverage and Employers’ Liability with a limit of $500,000; Commercial General Liability (including bodily injury and property damage, products / completed operations coverage and contractual liability coverage) with a limit of $1,000,000 per occurrence. When applicable to Seller’s performance on a Purchase Order, Seller shall also maintain (i) Automobile Liability coverage with a limit of $1,000,000 per accident; and (ii) Professional Liability covering the services provided by Seller under the Purchase Order. Upon Safari’s request, Seller shall (1) provide Safari with certificates of insurance evidencing required insurance, (2) arrange for a waiver of subrogation in favor of Safari, and/or (3) in the case of the Commercial General Liability and Automobile Liability policies direct that Safari be added as an additional insured.
- INDEMNITY AGAINST CLAIMS. (a) Seller shall keep its work and all goods supplied by it hereunder free and clear of all liens and encumbrances, including mechanic’s liens, in any way arising from performance of a Purchase Order by Seller. Seller may be required by Safari to provide a satisfactory release of liens as a condition of final payment.
(b) Seller shall, without limitation, indemnify and save Safari and its customer(s) and their respective officers, directors, employees and agents harmless from and against (i) all claims (including claims under Workers’ Compensation) and resulting costs, expenses (including attorney fees and costs) and liability which arise from personal injury, death, or property loss or damage attributed to, or caused by, Supplies or Services provided pursuant to the Purchase Order, including, without limitation, latent defects in such Supplies and/or Services, except to the extent that such injury, death, loss or damage is caused solely and directly by the negligence of Safari, and (ii) all claims (including resulting costs, expenses and liability) by the employees of Seller.
- 16. RELEASE OF INFORMATION. Seller shall not publish, distribute, or use any information developed under or about the existence of any Purchase Order, or use the Safari name (or the name of any division, affiliate or subsidiary thereof), logo, trademark, service mark, or trade dress for the purpose of advertising, making a news release, creating a business reference, creating a website content or for goods or service endorsement without prior written approval of Safari. Seller shall not use any information developed under, in connection with or about the existence of any Purchase Order other than to comply with the obligations set forth in the Purchase Order and these Terms and Conditions.
- INFORMATION TECHNOLOGY ASSURANCE. Seller shall maintain data protection processes and systems sufficient to adequately protect specifications, information, data, drawings, software, and other items which are (i) supplied to Seller by Safari, or (ii) obtained or developed by Seller in performance of the Purchase Order or paid for by Safari (collectively, “Safari’s Data”), and to comply with all laws and regulations applicable to such data, including General Data Privacy Regulation (“GDPR”). If an event occurs whereby Seller knows, or reasonably believes, that Safari Data has been actually or potentially, disclosed to, or accessed or acquired by, an unauthorized individual or individuals (“Security Incident”), Seller shall (i) use commercially reasonable efforts to investigate, contain, and remediate the Security Incident, and (ii) notify Safari in writing promptly, but not later than seventy-two (72) hours after discovering the Security Incident.
- EXPORT/IMPORT CONTROLS. (a) Seller hereby certifies that it will comply with U.S. export and import controls laws and regulations, including but not limited to the International Traffic in Arms Regulations (“ITAR”) (22 CFR 120 et seq.), the Export Administration Regulations (“EAR”) (15 CFR Part 730-774), the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 CFR Part 500-598), the regulations administered by the U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms, and Explosives (“ATF”) found in 27 CFR Chapter II, and all other applicable U.S. Government regulations relating to the importation of goods into the United States (including, but not limited to, the regulations administered by U.S. Customs and Border Protection (“CBP”) at 19 CFR 0 et seq. and other import regulations promulgated by other U.S. agencies which may be enforced by CBP)(collectively “U.S. export and import control laws and regulations”). If Seller engages in the United States in the business of either manufacturing, exporting, or brokering in ITAR-controlled defense articles or furnishing ITAR-controlled defense services, Seller hereby certifies that it has registered with the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”).
(b) Seller shall control the disclosure, export, reexport, transfer and retransfer of, and access to, any hardware, software, controlled technical data, technology, and/or services (collectively referred to as “items”) received under this Purchase Order to ensure that any such disclosure, export, reexport, transfer or retransfer is undertaken in accordance with U.S. export control laws and regulations. Seller agrees that no controlled items provided by Safari in connection with this Purchase Order shall be provided to any person or entity unless the transfer is expressly permitted by a U.S. Government license or other authorization, or is otherwise in accordance with applicable laws and regulations. It shall be the responsibility of Seller to be cognizant of (including by requesting such information from Safari if needed) the proper jurisdiction and classification under the ITAR and/or EAR of the items provided by Safari prior to any release to a third party, including foreign affiliates or employees. If a final jurisdiction and classification determination for items provided by Safari has not been provided, Seller cannot export or otherwise release the information to a foreign person until a final jurisdiction and classification is approved by Safari and any applicable export authorizations are obtained. For items subject to the ITAR, this responsibility includes Seller’s cognizance of the ITAR controls applicable to any technical data or defense service furnished to Seller by Safari, including when exported to Seller from the United States in furtherance of Safari’s technical assistance, manufacturing license agreement or other ITAR authorization prescribing ITAR jurisdiction of any defense article which may be produced or manufactured by Seller from such technical data or defense service.
(c) Seller shall notify Safari if any deliverable under a Purchase Order, for which the Safari is not the design authority, is subject to U.S. export and import controls laws and regulations described in this Section 13. Before providing Safari any deliverable subject to the EAR or the ITAR, Seller shall provide in writing to Safari the export classification of any such item or controlled data, including the export classification of any: i. dual use goods and technology subject to the EAR, including any embedded ITAR controlled or EAR 500 or 600 series’ item or technology; ii. defense article, including any technical data, controlled by the ITAR; iii. item or technology controlled by the EU List of Dual Use Items or by other applicable national export control lists. Subsequent to the initial disclosure above, Seller shall timely notify Safari in writing of any changes to the export classification information of the item or controlled data. Seller represents that an official authorized to bind the Seller has determined that the Seller or the designer, manufacturer, supplier or other source of the deliverable has properly determined their export classification.
(d) Seller hereby warrants that neither Seller, nor any parent, subsidiary, affiliate, or lower-tier subcontractor is listed on any Restricted Party List of an agency of the U.S. Government, any applicable non-U.S. Government, or international organization, or any applicable state, local government, or municipality, nor are their export privileges denied, suspended or revoked. For purposes of this provision, “Restricted Party List” is defined to include the U.S. Government’s Denied Persons List, Unverified List, Entity List, Nonproliferation Sanctions List, AECA Debarred List, Specially Designated Nationals (SDN) List, Sectoral Sanctions Identifications (SSI) List, Foreign Sanctions Evaders List, Excluded Parties List, Palestinian Legislative Council (PLC) List, or other similar lists issued by the U.S. Government or a non-U.S. government, or international organization, or any state or local government, or municipality that relates to export controls, economic sanctions, or anti-corruption. Seller shall immediately notify Safari if Seller, or any parent, subsidiary, affiliate, or lower-tier subcontractor is added to any such Restricted Party List or if any of their export privileges become denied, suspended, or revoked. Seller shall not deal with any Restricted Party in relation to this purchase order. Seller shall notify Safari of any known or suspected violations of export or import control laws or regulations related to any Restricted Party involving this purchase order, or the initiation or existence of any U.S. Government investigation into same.
(e) If the items provided by Seller are shipped from outside the United States, they may also be subject to the export and import control laws and regulations of the exporting country. Seller shall abide by all applicable export and import control laws and regulations of that country, to the extent consistent with U.S. law.
(f) Unless the Purchase Order provides otherwise, for any goods imported into the United States pursuant to the Purchase Order, Seller shall obtain all necessary import and/or export authorizations. If Safari seeks any import and/or export authorizations for the goods or items into which the goods are incorporated, or seeks to confirm compliance with applicable laws and regulations, Seller will provide Safari with appropriate information as necessary.
(g) Seller shall promptly notify Safari of any known or suspected violation of export or import control laws or regulations, or the initiation or existence of any U.S. Government investigation into same. Additionally, where Safari transfers items to Seller under a U.S. Government export authorization, Seller shall promptly notify Buyer of any changed circumstance that may require Safari to seek a new authorization, or a revision or amendment to an existing authorization, or that may impact Seller’s ability to perform under the Purchase Order (including but not limited to a change in name or ownership, the desired addition of a non-U.S. dual or foreign national employee, or the desired addition of a new subcontractor and/or affiliate). Seller shall comply with requests from Safari for additional information regarding any such changed circumstance, known or suspected violation, or U.S. Government investigation.
(h) Seller shall indemnify Buyer for all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by Buyer in connection with any violations of non-U.S. or U.S. export or import control laws and regulations, by Seller, its officers, employees, agents, Sellers or subcontractors at any tier.
- FORCE MAJEURE. Any delay or failure of either party to perform its obligations shall be excused if, and to the extent, that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence. By way of example, this includes acts of God; restrictions, prohibitions, priorities or allocations imposed by or actions taken by any governmental authority (whether valid or invalid); embargoes; fires; floods; windstorms; explosions; riots; insurrection; natural disasters; wars; sabotage; inability to obtain power; pandemic, endemic or court injunction. Written notice of such delay (including the anticipated duration of the delay) must be given to the other party as soon as possible after the occurrence (but no more than ten (10) days after). During the delay or failure to perform by Seller, Safari, at its option: (a) may purchase the Supplies from other sources and reduce its schedules to Seller by such quantities, without liability to Seller; (b) may ask Seller to deliver to Safari, at Seller’s expense, all finished Supplies, work in process and parts and materials produced or acquired for work under the Purchase Order; or (c) have Seller provide the Supplies from other sources in quantities and at a time requested by Safari and at the price set forth in the Purchase Order. In addition, Seller, at its expense, shall take all necessary actions to ensure the supply of the Supplies to Safari during any anticipated labor disruption or slowdown resulting from the expiration of Seller’s labor contracts.
- ASSIGNMENT AND SUBCONTRACTING. Seller may not delegate or subcontract any its duties nor assign its obligations hereunder without the prior written consent of Safari.
- WAIVER. Either party’s failure to insist on the performance by the other party of any term or failure to exercise any right or remedy reserved in these Terms and Conditions, or either party’s waiver of any breach or default hereunder by the other party shall not, thereafter, waive any other terms, conditions, rights, remedies, breaches or defaults, whether of the same or a similar type or not.
- Severability. If any provision of these Terms and Conditions, or portion of any provision, is declared or found to be unenforceable, the balance of these Terms and Conditions or such provision shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part.
- RELATIONSHIP OF PARTIES. Seller and Safari are independent contracting parties and nothing in these Terms and Conditions will make either party the employee, agent or legal representative of the other for any purpose. These Terms and Conditions do not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
- GOVERNING LAW. The Purchase Order and these Terms and Conditions will be governed by and interpreted in accordance with the laws of the State of Michigan without regard to conflicts of laws principals. Any actions or proceedings by Seller against Safari may be brought by Seller only in the State court(s) located in Allegan County, Michigan or any court within the jurisdiction of the United States District Court for the Western District of Michigan.