General Terms and Conditions

Agreement and Acceptance

The purchase/sale of good(s) and/or the provision/receipt of service(s) pursuant to either a proposal, purchase order, invoice or any other document (hereinafter referred to as “Contract”) executed, issued or received by the Company (as defined below) is and shall always be subject to these ‘General Terms and Conditions’ (hereinafter referred to as the “General Terms and Conditions”). The purchase/sale of good(s) and/or the provision/receipt of service(s), as each is defined in the Contract, is expressly conditioned on Company’s assent to these General Terms and Conditions. The General Terms and Conditions forms an integral part of the Contract to the exclusion of any other terms that the Company seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and are to be read in conjunction such that a reference to the Contract shall be deemed to include a reference to these General Terms and Conditions.
In case of conflict or inconsistency between the provisions of these General Terms and Conditions and any clause of the Contract executed between the Parties, then the relevant clause of the said Contract shall prevail and supersede over the concerned inconsistent clause of the General Terms and Conditions.

Definitions and Interpretation

Definitions

For the purposes of the General Terms and Conditions, the following terms shall have the meanings specified or referred in this Article 2.1.

“Affiliate(s)” of a Party shall mean any person, whether directly or indirectly, controlling, controlled by, or under common control with such Party. For the purposes of this definition only, the term “control” means: (a) direct or indirect ownership of more than fifty per cent (50%) of the voting securities/ rights of such Party or person, as applicable; (b) the direct or indirect right to appoint more than fifty per cent (50%) of the directors, partners or other individuals exercising similar authority with respect to such Party or person, as applicable; or (c) the direct or indirect right to direct or cause the direction of decisions of such Party or person, as applicable, including the power to direct or cause the direction of management and policies of such Party or person, as applicable, whether by reason of ownership of voting securities, by contract or otherwise.

“Applicable Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any governmental authority.

“PIHS” means PI Health Sciences Limited, a company incorporated under the Companies Act, 2013, having its registered office at Udaisagar Road, Udaipur, Rajasthan, India and one of its offices at 1st Floor, Unit No. 4C, The ORB Sahar, CTS No. 1483 D, Village Marol IA Project Road, Andheri East, Mumbai, Maharashtra, India.

“Background IP” means IP owned prior to the effective date of the Contract or developed or acquired in parallel but outside the scope of the Contract.

“Confidential Information” shall mean information disclosed hereunder by the Disclosing Party (as defined below) to the Receiving Party (as defined below), whether graphically, electronically, digitally or in other machine-readable format or otherwise in writing, or orally concerning the business of and/ or operations of the Disclosing Party, and includes, by way of example and without limitation, information of non-public, confidential or proprietary nature, whether commercial, operational, financial, technical, scientific or otherwise, including the Disclosing Party’s intellectual property, whether or not such information is marked or otherwise designated as confidential or proprietary, and all other information disclosed by the Disclosing Party to the Receiving Party that is not generally available which if disclosed would materially adversely affect the Disclosing Party or would aid or benefit its competitors. Confidential Information also expressly includes the existence of the Contract.

“Company” means any company, corporation, firm, organization or individual that enters into a contractual arrangement with PIHS for the purpose of engaging in, supporting or delivering activities related to health sciences.

“Deliverable” means the services and/or samples and/or goods to be provided by either PIHS or the Company as set out in the Contract.

“Disclosing Party” shall mean the Party and/or such Party’s Affiliates disclosing the Confidential Information to the Receiving Party and its Affiliates.

“Project IP” means all intellectual property (present or future) created, discovered or coming into existence as a result of, for the purpose of, or in connection with the performance of the Contract.

“IP” means all inventions, discoveries, improvements, techniques, ideas, data, results, processes, practices, know-how, knowledge and other technology, whether or not patentable, copyrightable or protectable as a trade secret.

“Party” means any Party to the Contract as the case may be.

“Receiving Party” shall mean the Party and/or such Party’s Affiliates receiving confidential information from the Disclosing Party.

Interpretation

The titles and headings included in these General Terms and Conditions are for convenience only and do not express in any way the intended understanding of the Parties. They shall not be considered in the interpretation of the provisions of these General Terms and Conditions;
The words “herein”, “hereof”, “hereunder”, hereby”, “hereto”, “herewith” and words of similar import shall refer to these General Terms and Conditions as a whole and not to any particular clause, paragraph or other subdivision;
The words “include”, “includes”, including” and all forms and derivations thereof shall mean including but not limited to;
All terms defined in these General Terms and Conditions and in the Contract shall have the same meaning regardless of whether they are used in the singular or plural;
For the calculation of a period of time, such period shall start the next following day after the day on which the event triggering such period of time has occurred. The expiry date shall be included in the period of time. If the expiry date is a Saturday, a Sunday or a bank holiday in India, the expiry date shall be postponed until the next business day in India. Unless otherwise provided herein, all periods of time expressed in a number of days, shall be calculated in business days in India (excluding Saturdays, Sundays and bank holidays);
Unless otherwise provided herein, all references to a fixed time of a day shall mean Indian Standard time.

PIHS Obligations

PIHS shall perform its obligations hereunder in conformance with all Applicable Laws and PIHS reserves the right to amend the Deliverables if required by any applicable statutory or regulatory requirements.
The Company acknowledges that the work performed under the Contract may be experimental in nature and PIHS does not guarantee or commit to the achievement of a result, including the ability to deliver a Deliverable.

Company’s Obligations

The Company shall:
1. Co-operate with PIHS in all matters relating to the Deliverables;
2. Provide PIHS with such information and materials as PIHS may reasonably require to perform the Deliverables and ensure that such information is accurate in all material respects;
3. Where applicable, obtain and maintain all necessary licences, permissions and consents which may be required for performance of the Deliverables before the date on which such performance commences.
If PIHS performance of any of its obligations in respect of the Deliverables is prevented or delayed by any act or omission by the Company or failure by the Company to perform any relevant obligation (a “Company Default”):
1. PIHS shall without limiting its other rights or remedies have the right to suspend performance of the Deliverables until the Company remedies the Company Default;
2. PIHS shall not be liable for any costs or losses sustained or incurred by the Company arising directly or indirectly from PIHS failure or delay to perform any of its obligations as set out in this article 4.2; and
3. the Company shall reimburse PIHS on written demand for any costs or losses sustained or incurred by PIHS arising directly or indirectly from Company Default.

Subcontracting

PIHS shall be entitled to subcontract any of the performance of the Deliverable and to perform any outside testing, including but not limited to analytical testing. PIHS shall inform the Company of such decision.
PIHS will use commercially reasonable efforts to ensure the compliance of its subcontractors with the terms and conditions of the Contract.

Information and material provided by the Company

A Contract will specify any and all documents, information, chemical materials and/or reference materials and standards, raw data, information to be provided by Company (the “Company Materials”):
1. Company will provide access to and furnish all Company Materials that PIHS deems reasonably necessary to provide the Deliverables.
2. The Company shall deliver Company Materials on DDP basis (in accordance with the Incoterms 2020) to PIHS facility.
3. For the conformity, quality and usability of the Company Materials, Company is solely responsible. If the Company Materials prove unsuitable for the fulfilment of the Deliverable for reasons for which PIHS is not responsible, PIHS shall be released from its obligation to fulfil the Deliverables and any applicable timelines therein and PIHS shall be entitled to invoice for the Deliverables already rendered.

Change management

Where either Party wishes to seek a variation (hereafter “Change”) then that Party shall submit a change request to the other (hereafter “Change Request”). A Change Request can be signed only by an authorized signatory of the requesting Party.
Until a Change Request is signed by both Parties, the Contract shall not be varied by the proposed change and each party shall continue to fulfil its obligations as if the proposal for a change has not been made.
Each Change Request shall include the following information:
1. A reference number;
2. The author and submission date of the Change Request;
3. The requested implementation date;
4. The reason for the Change; and
5. The consequential amendments, if any, to this Contract necessitated by the Change.
PIHS shall provide the Company with a calculation of the variation to the prices required to accommodate the Change.

Delivery, Storage and Acceptance

Delivery

PIHS shall deliver the Deliverable to the Company on Ex Works basis, PIHS facility (in accordance with Incoterms 2020), unless otherwise agreed by the Parties in the Contract.
Company acknowledges that agreed delivery times are best estimates and that PIHS shall use commercial reasonable efforts but cannot guarantee that agreed delivery times shall be met at all times.
If and as soon as PIHS has indications that delivery will be delayed it will notify the Company.

Storage

PIHS will store the Deliverables at PIHS’s premises or at the premises of a subcontractor, in an appropriate environment.
If the Company fails to accept or take delivery of the Deliverables within three (3) Business Days of PIHS notifying the Company that the Deliverables are ready then except where such failure or delay is caused by a force majeure event or by PIHS‘s failure to comply with its obligations under the Contract, then storage services shall take place at the risk of Company, and PIHS is authorized to charge a reasonable consideration to the Company for any storage services in relation to such Deliverables.
PIHS may terminate the storage services, after written notice to the Company, if the Company Materials have passed their shelf life. Company shall bear all costs for the disposal and destruction of the Deliverables.
If there are any project-specific raw materials, samples or Company Materials left after a research or manufacturing campaign, Company shall inform PIHS of its decision regarding the raw materials, samples or Company Materials to opt for either i) disposal or destruction, ii) sending the materials back to the Company or iii) storage, all at Company’s costs which are intimated by PIHS to the Company. If Company fails to communicate its preferred treatment of remaining raw materials, samples or Company Materials within ten (10) days from the end of the research or manufacturing campaign, then PIHS shall, at its sole discretion, dispose or destroy the such materials, all at Company’s costs.

Acceptance

In case, the Deliverables include delivery of samples or goods, then within 5 (five) business days following Company’s receipt of such samples or goods, the Company shall provide PIHS with written notice of (i) its acceptance of the samples or goods (the “Acceptance Notice”) or (ii) rejection (the “Rejection Notice”).
If the Company fails to provide PIHS with, as the case may be, the Acceptance or Rejection Notice within the aforementioned 5 (five) business days period, then such samples or goods will be deemed to be accepted by the Company.
Any Rejection Notice issued shall state in reasonably sufficient detail the reason why the samples or goods are rejected. Parties will in consultation determine the cause of the rejection and the appropriate actions to resolve the matter.
If Company properly rejects the samples or goods for reasons proved to be attributable to PIHS, PIHS will either (i) replace the samples or goods at its own expense or (ii) if such replacement is not possible, at Company’s request, provide a credit to Company any amounts paid by the Company for such samples or goods. Such replacement or credit shall be the Company’s sole remedy.
If PIHS does not agree with Company’s rejection of the samples or goods, then the Parties shall promptly meet and attempt to resolve their disagreement as to whether the samples or goods is non-conforming. If, after reasonable efforts to resolve the disagreement, the Parties still disagree as to whether the samples or goods was properly rejected, the Parties shall promptly submit the samples or goods thereof to a mutually agreed upon independent third party laboratory to review records and test data and to perform comparative tests and/or analyses on samples of the alleged defective samples or goods and cooperate promptly and completely with such independent laboratory as necessary to complete such review as soon as reasonably possible. The independent third-party laboratory shall be subject to confidentiality and non-disclosure obligations that are materially equal to the confidentiality obligations of the Parties. The independent laboratory’s results shall be final and binding. If such laboratory determines that Company’s rejection of was improper, they will automatically be deemed to have been accepted by Company and Company shall pay PIHS for the samples or goods initially rejected by Company promptly upon resolution of the dispute. If such laboratory determines that such samples or goods was reasonably rejected, then Article 8.3.4 will apply.

Title and risk

The risk in the Deliverables shall pass to the Company on completion of delivery.
Title to the Deliverables shall not pass to the Company until PIHS has received payment in full for the Deliverables.
Until title to the Deliverables has passed to the Company, the Company shall:
1. store the Deliverables separately from all other goods held by the Company so that they remain readily identifiable as PIHS‘s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Deliverables;
3. maintain the Deliverables in a good and satisfactory condition and keep them insured against all risks for their full price on PIHS‘s behalf from the date of delivery;
4. give PIHS such information relating to the Deliverables as PIHS may require from time to time.

Invoicing and Payment Terms

Fees, prices and rates are expressed either in Indian Rupee (INR) or US Dollars (USD), unless explicitly stated otherwise in the Contract, and are exclusive of taxes, duties and other government levies and taxes that are or may be due, where required.
PIHS invoices shall be paid by the Company at the latest within thirty (30) calendar days from invoice date and Company‘s invoices will be paid by PIHS at the latest within sixty (60) calendar days from invoice date, unless otherwise agreed in the Contract in both the cases. Payment shall take place without any set-off, deduction and/or suspension. All payments due shall be non-refundable and non-creditable, and shall be made by bank wire transfer from immediately available funds to the bank account of notified by one Party to the other Party.
If an amount invoiced by PIHS has not been paid on the due date, Company shall be in default by the mere expiry of that period, without any notice of default being required. In that case, PIHS is entitled to claim default interest at the rate of 12%, plus the reimbursement of reasonable collection costs. Force majeure shall not constitute a valid reason to postponement or cancellation of payment obligation of the Company. If an invoiced amount has not been paid on the due date, PIHS is entitled to suspend performance of the Deliverable until receipt of payment of all outstanding amounts due.
Where PIHS incurs additional costs as a consequence of circumstances in respect of which the Company is responsible, Company shall reimburse PIHS for such costs.

Intellectual Property

Each Party will retain its own Background IP.
The Company grants PIHS a worldwide, non-exclusive, perpetual, royalty-free, irrevocable, transferable licence to use the Company’s Background IP (including the right to assign and sub-license the Company’s Background IP), to the extent necessary to perform the Deliverables and/or use the Project IP. PIHS grants the Company a limited, non-exclusive, royalty-free, non-transferable license to use PIHS Background IP to the extent necessary to perform the Deliverables.
The Party performing the Deliverable will assign the Project IP to the other Party upon completion of the Deliverable.
It is not part of performing the Deliverables to carry out any patent searches or other due diligence in that regard, unless otherwise agreed between the Parties.

Regulatory compliance and inspection

Unless prohibited by Applicable Law or court or agency order, either Party shall promptly notify the other Party of any regulatory inspection relating to the Contract and the Deliverables. Either Party will permit the regulatory authorities to conduct inspections of the Deliverables and will cooperate in good faith with the regulatory authorities in connection therewith. Either Party will keep the other Party informed about the results and conclusions of each regulatory inspection by the regulatory authority related to the Deliverables.

Liability and Indemnification

The Company will defend, indemnify, and hold harmless PIHS and its Affiliates, directors, officers, employees, agents from and against any and all claims, liabilities, losses, damages, orders, judgments, costs and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising out of or resulting from (i) any infringement claim (including any threatened claim) of any IP rights of any third party; or (ii) gross negligence, omission or wilful misconduct of the Company or (iii) any breach by the Company of the terms, representations, warranties or obligations set forth in the Contract.
PIHS shall promptly notify the Company in writing of any action, claim or other matter in respect of which PIHS intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Company of any of its obligations hereunder except to the extent the Company is prejudiced by such failure. PIHS shall permit the Company, at its discretion, to defend any such action, claim or other matter, and PIHS agrees to the complete control of such defence by the Company. Notwithstanding the foregoing, the Company shall not enter into any settlement that would adversely affect PIHS rights hereunder or impose any obligations on PIHS in addition to those set forth herein, in order for it to exercise such rights, without PIHS prior written consent, which shall not be unreasonably withheld or delayed. PIHS shall have the right, but not the obligation, to be represented in such defence by counsel of its own selection and at its own expense.
Except for liabilities arising from a Party‘s gross negligence, or wilful misconduct, or breach of its confidentiality obligations under Article 16, neither Party will be liable to the other Party for any indirect or consequential damages arising from any act or omission in the performance of the Contract including but not limited to loss of profits, loss of revenue, loss of goodwill and punitive damages and each Party hereby waives any claims against the other Party regarding such damages. The total liability and indemnification obligation of PIHS to Company under the Contract shall be limited to the cumulative amount paid by either Party to the other in the 12 (twelve) months period preceding such claim.

Representations and Warranties

Each Party represents and warrants to the other that it has full power, authority and legal capacity to execute and to perform its obligation(s) under the Contract, and it has not entered into any agreement and there are no assignments, licenses, encumbrances or rights held by other parties, private or public, inconsistent with the provisions of the Contract.
Company warrants that it shall provide PIHS information in its possession and control regarding the known hazards and properties of all substances and materials it provides to PIHS and, where appropriate or otherwise required by law, Company shall provide the appropriate Material Safety Data Sheet and/or relevant safety information to PIHS.
Company represents and warrants that it will inform PIHS of any litigation or pending litigation proceedings regarding Company Materials.
The Company warrants that it shall comply with the ” Code of Conduct” available on PIHS website at:https://pihealthsciences.com/code-of-conduct/. In addition, the Company warrants that it shall adhere to all other policies and procedures of PIHS, as may be made available to the Company from time to time.
PIHS does not provide other warranties, representations or guarantees of any kind whatsoever, either express or implied, regarding the Deliverables and materials to be supplied under the Contract, including without limitation any express or implied warranties of merchantability or fitness for a particular purpose or the non-infringement of any third party IP rights.

Confidentiality

Except to the extent expressly authorized by the Contract or otherwise agreed in writing, the Parties agree that, during the term of the Contract and for 5 (five) years after expiry of the Contract, the Receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in the Contract any Confidential Information, except to the extent that it can be established by the Receiving Party that such Confidential Information:
1. was available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
2. became available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of the Contract;
3. was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the Disclosing Party not to disclose such information to others; or
4. was independently developed by employees of the Receiving Party without access to or use such Confidential Information of the Disclosing Party, as evidenced by contemporaneous written records.
The Receiving Party may disclose any Confidential Information that is required to be disclosed by law, government regulation or court order. If any such disclosure is required, the Receiving Party will give the other Party at least 30 (thirty) days advance notice (to the extent practicable and permitted by law) so that that the Disclosing Party may seek a protective order or take other action reasonable in light of the circumstances. In any event, the Receiving Party shall only disclose the minimum Confidential Information necessary to comply with such requirements.

Term and termination

Either Party may terminate the Contract as follows:
1. In the event that a Party materially breaches any of its obligations under the Contract, the non-breaching Party may provide the breaching Party with a written notice specifying the nature of the breach and stating its intention to terminate the Contract with immediate effect if such breach is not cured within 30 (thirty) days after the receipt of such notice. If such breach is in all reasonableness not capable of being rectified within such 30 (thirty) day period, the non-breaching Party shall be entitled, without prejudice to any of its other rights under the Contract, and in addition to any other remedies available to it by law or in equity, to terminate the Contract forthwith with immediate effect.
2. If a Party is involved in legal proceedings concerning its insolvency, or is adjudicated bankrupt, is subject to reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors, or in the event a receiver or custodian is appointed for its business, or if a substantial portion of its business is subject to attachment or similar process, the other Party may, subject to providing a written notice, terminate the Contract, with immediate effect.
In case of termination of the Contract in accordance with this Article 16.1, PIHS shall be entitled to payment for: (i) all Deliverables provided up to the effective date of termination; (ii) raw materials and components ordered by PIHS in respect of a Deliverable (iii) any reasonable costs and non-cancellable obligations properly entered into and/or incurred under the Contract to the extent such obligations cannot reasonably be mitigated, and (iv) reasonable costs for any additional reporting requested by Company and (v) reasonable costs for finalization of documentation required for internal procedure. In addition, in case of termination by PIHS of the Contract in accordance with this article 16.1.1 and 16.1.2, the Company shall pay (i) the costs in relation to the time required to cease all activities related to providing the Deliverables (e.g. stopping production operations and cleaning reactors/laboratories) to the extent such obligations cannot reasonably be avoided, and (ii) if termination results in termination of a research or manufacturing campaign which is already underway, the full costs of the laboratory or production slot if it is not possible to use the slot for any other purposes, to be determined at PIHS‘s sole discretion.
PIHS will provide Company with (i) an invoice for its fees due by Company as soon as reasonably practicable following termination of the Contract, including copies of such invoices and other financial information as is necessary to substantiate PIHS‘s invoice; and (ii) an accounting overview of costs payable by Company pursuant to this Article 16. PIHS will promptly provide Company with any Deliverables upon termination and in the state in which they are available at the cost of the Company.
Expiration or termination of the Contract will not relieve the Parties of any obligation accruing prior to such expiration or termination.

Force majeure

Except for payment obligations, neither Party shall be liable towards the other Party for non-compliance with its obligations under the Contract, if and to the extent such non-compliance is directly attributable to events of force majeure. Events of force majeure are events or causes which are not under a party’s reasonable control and which cannot be attributed to the fault of them, and render the execution of a Party’s obligations impossible. Force majeure events include, but without limitation: (i) war, riot, public disorder, civil commotion, (ii) economic sanctions, (iii) fire, flood, storm, earthquake, (iv) epidemic, pandemic, (v) terrorism, (vi) explosion, nuclear, chemical or biological contamination, (vii) lack of personnel, strikes or social disputes on company level, employee lockout, illness, (viii) compliance with a law or governmental order, rule, regulation or direction which would cause a party’s activities to be illegal or unlawful, (ix) unexpected price increases of materials, personnel and others, (x) interruptions in the delivery of materials or in the supply of energy needed for the operation of plant and equipment, (xi) cyber attacks.
Each Party shall forthwith inform the other Party of the occurrence of a force majeure event preventing such Party from complying with its obligations under the Contract.
If an event a force majeure occurs, this Contract will be suspended for a period equal to the period during which the event or circumstance of force majeure exists.

Data protection

At times, the Parties may exchange information that falls under the protection of certain data security and privacy laws. Each Party will, to the extent applicable, comply with (i) the EU General Data Protection Regulation (Regulation 2016/679) (the “ GDPR ”) and the applicable laws, rules and regulations of the individual EU member states implementing the GDPR, (ii) all other applicable data protection laws, regulations, rules and orders of the EU and U.S. to the extent relevant to the Deliverables and activities thereunder, and (iii) all applicable data protection laws, regulations, rules and orders of countries outside the EU and U.S. to the extent relevant to the Deliverables and activities thereunder. Where the Deliverables involve sensitive data, records, or personal information, the Parties shall maintain and update measures to protect the integrity and availability of such sensitive information, including protection from unauthorized access, use, disclosure, alteration, distribution, and destruction, as required by law.

No agency or joint venture

Nothing in the Contract shall be deemed to create an agency relationship or joint venture between the Parties. Each Party shall be responsible for all salaries, taxes, benefits, withholding, worker’s compensation, unemployment insurance and similar requirements of their own employees and neither Party‘s employees shall be deemed agents or employees of the other Party.

Choice of law and jurisdiction

Unless otherwise agreed between the Parties, the Contract and these General Terms and Conditions shall be governed by and construed in accordance with the laws of India. Each of the Parties consents to the exclusive jurisdiction of the competent courts of Mumbai in connection with any action or proceeding arising out of or relating to the Contract.

Assignment

The Contract may not be assigned or otherwise transferred by a Party without the prior written consent of the other Party; provided, however, that either Party may, without such consent, but with notice to the other Party, assign the Contract , in whole or in part, (i) in connection with the transfer or sale of all or substantially all of its assets or the line of business to which the Contract relates; or (ii) to an Affiliate; or (iii) to a successor entity or acquirer in the event of a merger, consolidation or change of control. Any purported assignment in violation of the preceding sentence will be void. Any permitted assignee will assume the rights and obligations of its assignor under the Contract

Amendments and Waiver

The Contract constitutes the full agreement between the Parties regarding the Deliverables delivered hereunder and may not be modified without both Parties’ prior written consent.
If any provision of the Contract is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Contract shall remain in full force and effect. Any provision of the Contract held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
No provision of the Contract shall be deemed to have been waived by any act of or acquiescence on the part of any Party hereto. A waiver may only occur in writing signed by the authorized representatives of each Party hereto, waiving the particular provision involved. No waiver of any provision of the Contract shall constitute waiver of any other provision or of the same provision on any other occasion.

No benefit to third parties

The representations, warranties, covenants and agreements set forth in the Contract are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they will not be construed as conferring any rights on any other persons.