TERMS AND CONDITIONS OF QUOTATION AND SALE (the “Terms”)
Quotations; Purchase Order: Bavis Fabacraft Inc., doing business as Bavis Sales and Service (“Bavis” or “Seller”) may from time to time issue quotations (each a “Quotation” and collectively the “Quotations”) for Products (as defined below) and/or Parts (as defined below) to the entity purchasing such Products and/or Parts (“Purchaser”). Any Quotation from Bavis is an offer expressly limited to these Terms together with the specific terms in the Quotation (an accepted Quotation together with these Terms is collectively, the “Agreement”). Purchaser’s order for any Products and/or Parts, whether communicated to Bavis verbally, in writing, by electronic data interface, by other electronic commerce, or any other communication requesting Bavis commence work or indicating Purchaser’s willingness to order Products pursuant to the Quotation, shall constitute acceptance of this Agreement. Bavis shall acknowledge the signed Quotation or Purchase Order (as defined below) within a reasonable time after receipt of Purchaser’s Quotation or Purchase Order. These Terms are incorporated by reference into the Quotation, and Purchaser acknowledges and agrees that the terms and conditions of its Purchase Order shall not apply. Bavis objects to any contrary or additional terms or conditions of Purchaser. The willingness of Bavis to sell Products and/or Parts to Purchaser is expressly conditional on Purchaser’s assent to these Terms.
For purposes of these Terms, “Products” shall mean those products identified in the Quotation or Purchase Order and “Parts” shall mean those spare parts relating to the Products identified in the Quotation or Purchase Order. Bavis or Purchaser may be referred to as a “Party” and Bavis and Purchaser may be referred to as the “Parties”. A “Purchase Order” is Purchaser’s standard ordering document under which Purchaser orders Products and Parts.
Validity of Quotation; Cancellation: Unless otherwise expressly stated herein or in the Quotation, the Quotation is good for thirty (30) days after issuance of the Quotation by Bavis. The Quotation is deemed to be withdrawn at the end of such thirty (30) day period, unless it is earlier agreed to and accepted by Purchaser as described above. Bavis reserves the right to withdraw the Quotation at any time prior to Purchaser’s acceptance as described above. Upon expiration of such thirty (30) day period or withdrawal of the Quotation by Bavis as described above, the Quotation becomes null, void and of no further effect.
This Agreement may not be cancelled by Purchaser in whole or in part except as expressly permitted herein or with the prior written consent of Bavis, and only upon terms that will indemnify, defend and hold Bavis harmless against all direct, incidental and consequential loss or damage and any additional expense. Should Bavis consent to the Agreement being cancelled by Purchaser, Bavis has the right to assess a cancellation fee on Purchaser. This fee will be dependent on where the Product or Parts are in the production process.
Authority: Purchaser represents and warrants that it has all necessary rights to enter into the Agreement and to perform its obligations hereunder. If Purchaser is a general contractor or subcontractor entering into this Agreement on behalf of a project owner (the “Owner”) or otherwise in connection with a project owned by an Owner, Purchaser represents and warrants that: (a) Purchaser has all necessary right and authority to enter into the Agreement on behalf of Owner, if applicable; and (b) Purchaser will only assign the Agreement to the Owner on condition that the Owner agrees in writing to be bound by all of the terms and conditions of the Agreement, and in such case the Owner shall be deemed to be the “Purchaser” hereunder upon such assignment. Assignment of this Agreement to the Owner will not extend the Warranty (as defined below) beyond the original Warranty Period (as defined below) or change the terms of this Agreement or any such Warranty without Bavis’ express written permission in advance. Purchase shall notify Bavis in writing in advance of any such assignment.
Termination: This Agreement may be terminated by the non-breaching Party upon thirty (30) days’ prior written notice to the breaching Party of a material breach of the Agreement, except that if the breaching Party cures the breach during such thirty (30) day period, the Agreement shall continue. Either Party may also terminate the Agreement upon written notice to the other Party upon the other Party’s bankruptcy, insolvency or failure to operate its business as a going concern. The non-breaching Party shall be entitled to seek equitable relief, including injunctive relief, for breaches of the Agreement. Except as expressly stated herein, the Agreement is non-terminable and non-cancellable. Bavis may terminate this Agreement, and any agreement governed by or arising from these Terms, for any reason and at any time by giving Purchaser thirty (30) days prior written notice.
Intellectual Property Rights; Confidentiality: Bavis is and will continue to be the sole owner of any intellectual property and proprietary rights in and to the Products and Parts, including without limitation, specifications, requirements, methods of production, assembly, or supply of the Products and/or Parts, and any modifications to any of the foregoing. Purchaser will not make any adverse claim regarding the intellectual property rights of Bavis. Purchaser does not acquire any ownership rights or interests in any intellectual property or proprietary rights in and to the Products and Parts. Purchaser will not copy, disassemble or reverse engineer the Products or Parts. The pricing for the Products and Parts set forth in the Quotation and technical information about the Products and Parts constitutes the confidential information of Bavis (“Confidential Information”). Purchaser shall not use the Confidential Information except as reasonably required to use the Products and Parts for Purchaser’s internal use and shall not disclose the Confidential Information except to its employees on a need to know basis. Purchaser shall be responsible for any breaches of the Agreement by its employees. Purchaser further agrees that it will not use the Confidential Information for any purpose other than for the benefit of Bavis and shall return all such Confidential Information to Bavis within thirty (30) days of cancellation of the applicable order or termination of the Agreement pursuant to which such Confidential Information was disclosed.
Force Majeure: Bavis shall not be liable, in damages or otherwise, for any defaults or delays of production or shipment of the Products and/or Parts due to reasons outside the reasonable control of Bavis, including without limitation, acts of God, fire, public enemy, accidents in production, delays in transportation, delays in processing materials due to delay or inability on the part of material suppliers, pandemics, epidemics, other widespread illness, public health emergency, cyber related disruptions, cyber-attacks, ransomware sabotage, sudden increases in the price of raw materials or components, embargoes, war (whether declared or not) or serious threat of the same, riot, rebellion, acts of terrorism, embargos, strikes or labor disputes in Bavis’ factories or in any factory from which materials are ordered for the Products and/or Parts covered by this Agreement, or in any locality where the Products and/or Parts are prepared, or any governmental order or regulation hindering or rendering impossible Bavis’ performance or the production Products and/or Parts in whole or in part covered by the Agreement, and/or any other contingency beyond the control of Bavis. Bavis will resume performance as soon as practicable after the event of force majeure has been removed. All delivery dates affected by force majeure shall be tolled for the duration of such force majeure and rescheduled for mutually agreed dates as soon as practicable after the force majeure condition ceases to exist. The right to allocate capacity is in the Bavis’ sole discretion. Force majeure shall not include financial distress, insolvency, bankruptcy, or other similar conditions affecting one of the parties, affiliates and/or sub¬contractors. Force majeure in the meaning of those Terms means any circumstances beyond Bavis’ control that permanently or temporarily hinders performance, even where that circumstance was already foreseen.
Limited Warranty: Unless otherwise agreed by Purchaser and Bavis in writing or as expressly provided in Section 3 above, the Products and Parts warranty in this Section 7 applies solely to Purchaser and is not transferrable or assignable by Purchaser to a third party, successor or assign. Bavis warrants to Purchaser during the applicable Warranty Period (as defined below) that the Products and/or Parts are free of material defects in manufacturers' material and workmanship (the “Warranty”). The “Warranty Period” is, as applicable: (a) one (1) year from the date of Purchaser’s purchase of the Products, in the case of Products except electrical and electronic Products; and (b) ninety (90) days after the date of Purchaser’s purchase of the Products in the case of electrical and electronic Products; and (c) ninety (90) days after the date of Purchaser’s purchase of the Parts. If Purchaser has a Warranty claim under this Section 7, Purchaser shall notify Bavis in writing during the applicable Warranty Period, and Bavis, as its sole obligation and Purchaser’s sole remedy, shall repair or replace any defective Part or Parts in the Products or repair or replace the Parts which are defective. Purchaser acknowledges and agrees that Bavis is not an insurer and shall not be liable for any direct, incidental, or consequential loss or damage arising out of the failure of the Products or Parts to operate. Final decision as to whether a Product or Part is defective shall be made by Bavis in its sole reasonable discretion. This Warranty does not apply to Products or Parts that have been subjected to abnormal use, abuse, negligence, accident, tampering with or repairs made other than by persons authorized by Bavis, damages arising from installation and/or on-site maintenance services performed by Purchaser, the Service Providers (as defined below) and/or other third parties, and/or defects or damages caused by accidents or natural events such as fire, flood, lightning, hurricane, tornado, windstorm, sandstorm, wind-blown debris, earthquake, hail, volcanic eruption or any other similar events. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 7, BAVIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
No Services: Purchaser acknowledges and agrees that Bavis does not perform installation services and/or on-site maintenance services for the Products or Parts (the “Services”). If installation services and/or on-site maintenance services are listed in the Quotation or Purchaser otherwise desires to purchase such Services, such installation services and/or on-site maintenance services would be performed by an independent third party (“Service Provider”) subject to a separate contract entered into by Purchaser and Service Provider (“Services Contract”), and these Terms shall not apply to such Services. While Bavis will at Purchaser’s request exercise commercially reasonable efforts to identify for Purchaser a Service Provider to perform the Services, Bavis is not a party to the Services Contract and Bavis shall have no responsibility or liability for the acts of the Service Provider and/or the Services provided under the Services Contract. The pricing for Services set forth in a Quotation is a good faith estimate, and such pricing is not binding unless and until agreed to by Service Provider and Purchaser in a Services Contract.
Exclusions: No electric power, wiring, conduit, or electrical equipment is included in the prices set forth in the Quotation unless expressly identified therein. All wiring, conduit, fittings, and electrical equipment necessary for the operation of each item and the installation of such wiring, conduit, fittings, and electrical equipment shall be the responsibility of the Purchaser. Bavis will provide specifications for the electrical requirements on each Product upon request.
Local Authority: There is no warranty or guarantee by Bavis that the Products or Parts will meet the particular requirements of the local authority having jurisdiction. It is the responsibility of the Purchaser to determine whether the Products or Parts meet the requirements established by that local authority having jurisdiction. Product specification and typical drawings can be provided upon request.
Taxes: Federal, state, or local sales, use or other tax may be levied or assessed upon a sale or purchase of Products and/or Parts under this Agreement and are the sole responsibility of Purchaser. Any such tax must be paid by the Purchaser, and if by law Bavis is required to collect or remit such taxes, the same must be added to the fees due hereunder and shall be included in the invoice price. Should the Agreement be for a new construction project, the tax, which may not be included in the Quotation, will be added to the final invoice. Should the Purchaser be a tax exempt organization, this must be disclosed to Bavis prior to acceptance of the quotation. Validation of tax exempt status will be required.
Shipping: Except as stated in a Quotation, all Products and/or Parts will be delivered C. & F. to the destination identified in the Quotation or Purchase Order. If Purchaser specifies a preferred logistics provider for shipment of the Products and/or Parts on the face of the Purchaser Order or one is specified in the Quotation, Bavis shall contract on Purchaser’s behalf with this logistics provider for the shipment of the Products and/or Parts to the destination specified in the Quotation or Purchase Order, and Bavis will be entitled to a pricing adjustment to the price to cover any increased freight cost to Bavis arising from use of this provider. Bavis’ shipment of Products and/or Parts will be freight collect, and Bavis will not be responsible for any accessorial or other transportation charges in addition to the logistics provider’s base freight charge to transport the Products and/or Parts to the destination. Regardless of the manner of shipment, delivery occurs and title (other than with respect to software) and risk of loss or damage pass to Purchaser, upon placement of the Products and/or Parts with the carrier at Bavis’ facility. Bavis is not responsible for damages resulting from any delay.
Payment Terms: Unless stated otherwise in a Quotation, Bavis’ payment terms for the purchase of Products are fifty percent (50%) of the total Quotation amount paid to Bavis as a deposit when Purchaser issues an order or otherwise accepts the Agreement. The remaining balance of the total Quotation amount is due prior to order shipment with no right of deduction or set-off. Purchaser may not withhold payment of any amounts due and payable as a deduction, set-off or recoupment of any amount, claim or dispute with Bavis, regardless of whether relating to Bavis’ breach, bankruptcy, or otherwise. The payment terms for the purchase of Parts are one hundred percent (100%) of the total Quotation amount paid to Bavis when Purchaser issues an order or otherwise accepts the Agreement. These payment terms assume that Bavis has previously approved Purchaser’s credit. Bavis reserves the right to collect one hundred percent (100%) of the total Quotation amount for Products when Purchaser issues an order or otherwise accepts the Agreement if Bavis has not approved Purchaser’s credit and/or Purchaser’s creditworthiness changes in an adverse manner. Bavis reserves the right to increase prices for Products and Parts subject to an order if Purchaser does not pay amounts due under such order (either a deposit or the full amount, as applicable) within thirty (30) days after Purchaser issues an order or otherwise accepts the Agreement. As security for the performance of all of Purchaser's obligations under these Terms and any other agreement between the Parties, Purchaser hereby grants to Bavis a security interest under the Uniform Commercial Code or similar law in effect in all goods sold by Bavis to Purchaser, including without limitation all goods in transit from Bavis to Purchaser, and all monies owed by Purchaser to Bavis in Purchaser’s possession, including, without limitation, any monies due for goods purchased by Purchaser from Bavis under any other contract or agreement between them. To the extent that Bavis determines in its sole discretion that it is desirable to do so, Purchaser hereby authorizes Bavis to execute on its behalf and file in all appropriate governmental offices such UCC-1 Financing Statements (or similar filings in foreign jurisdictions) as may be deemed necessary and appropriate by Bavis to perfect such security interest, and Purchaser appoints Bavis as its attorney-in-fact for such purpose. Invoices not paid by Purchaser in a timely manner will bear interest at the lesser of (a) one percent (1.5%) per month, or (b) the highest rate allowed by applicable law until paid in full.
Title: It is agreed between the Parties hereto that in furnishing the Products, Bavis is acting as a vendor of personal property and not as a construction contractor. It is the intention of the Parties that the sale of such Products does not constitute improvements to real property. Purchaser understands and agrees that a certificate of capital improvement or other similar exemption certificates shall neither be offered or relied upon by Purchaser for the purpose of relieving such Purchaser from liability for taxes hereunder.
Delivery; Delay in Delivery Dates: Within three (3) business days after the Quotation is accepted by Purchaser or the Purchase Order is accepted by Bavis, Purchaser shall provide an estimated date by email to Bavis of when the Products will be needed to be delivered to the location(s) specified in the Quotation or Purchase Order (“Estimated Delivery Date”). In any case, a minimum of twenty-one (21) days' notice must be provided by Purchaser to Bavis in order for Bavis to ship the Products for delivery by the Estimated Delivery Date. All fees for Products must be received by Bavis before shipment of Products can occur. Subject to the fulfillment of the requirements of this paragraph, Bavis shall exercise commercially reasonable efforts to ship the Products to Purchaser by the Estimated Delivery Date, but Bavis does not guarantee that it can meet the Estimated Delivery Date. Bavis is not responsible for any delays.
Should Purchaser fail or neglect to be ready to receive the Products furnished or prepared for shipment by the estimated delivery date provided by Bavis, then the balance owed for the Products remaining unpaid will become immediately due and payable to Bavis as of the estimated delivery date. Should the Purchaser extend the delivery date by one or more months past the original delivery date, Bavis may charge, and Purchaser shall pay a storage and holding fee, per month, for the duration of time that the Products are held by Bavis on behalf of the Purchaser, until the time that delivery occurs.
Return of Products or Parts; Claims; Commencement of Actions: Unless otherwise stated, Purchaser can return certain stock items within thirty (30) days from the date of Purchaser’s receipt of the physical Products or Parts. This right of return does not apply to Products or Parts that have been customized on Purchaser’s behalf. Non-returnable items may include, but not be limited to: (a) Custom sized drawers; (b) Countertops; (c) Vittleveyors; (d) Custom sized windows; (e) Damaged goods that are outside of the Warranty. Returned Products or Parts cannot have been previously installed. Return shipping is the responsibility of the Purchaser for all returns. All Products and Parts need to be returned in their original packaging. There may also be a restocking fee on any returned items. Purchaser shall promptly inspect all Products and/or Parts upon receipt. No claims for shortages will be allowed unless reported to Bavis within ten (10) days after delivery. Any claim or action against Bavis based upon breach of contract or any other theory, including tort, negligence, or otherwise must be commenced within twelve (12) months from the date of the alleged breach or other alleged event, without regard to the date of discovery.
LIMITATIONS OF LIABILITY:
(A) IN NO EVENT SHALL BAVIS OR ITS AFFILIATES, DIRECTORS, OFFICERS, AGENTS, SUPPLIERS, SUCCESSOR AND ASSIGNS (THE “BAVIS PARTIES”) BE LIABLE TO PURCHASER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR COVER, OR LOSS OF PROFIT, LOST OPPORTUNITY, REVENUE OR USE, IN CONNECTION WITH, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS AND/OR PARTS SOLD HEREUNDER, OR FOR ANY LIABILITY OF PURCHASER TO ANY THIRD PARTY WITH RESPECT THERETO.
(B) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE BAVIS PARTIES FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND ANY QUOTATIONS AND/OR PURCHASE ORDERS ISSUED HEREUNDER AND/OR THE PRODUCTS AND/OR PARTS PURCHASED HEREUNDER EXCEED THE AMOUNTS PAID BY PURCHASER FOR THE PRODUCTS AND/OR PARTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
(C) THE LIMITS OF LIABILITIES IN THIS SECTION 17 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, OR STRICT PRODUCT LIABILITY, OR ARISING UNDER STATUTE, REGULATION, COMMON LAW, OR OTHERWISE; (iii) EVEN IF BAVIS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF A PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Any action arising out of the Agreement and or relating to the Products and/or Parts (other than for nonpayment or for warranty claims) must be commenced within twelve (12) months after the occurrence of the breach or other action giving rise to the claim.
Use of Products; Indemnity by Purchaser: Purchaser shall comply with all instructions, guides and specifications provided by Bavis with the Quotation, the Products and/or the Parts. If Purchaser uses or resells the Products or Parts in any way prohibited by Bavis’ instructions, guides, specifications or this Agreement, or Purchaser otherwise fails to comply with Bavis’ instructions, guides, specifications or this Agreement, Purchaser acknowledges that any such use, resale, or non-compliance is at Purchaser's sole risk. Further, Purchaser shall release, indemnify, defend, and hold Bavis harmless from any losses, claims, liabilities, damages, lawsuits, judgments and costs (including attorney fees and defense costs), whether for personal injury, property damage, intellectual property infringement or any other claim, arising out of or in connection with: (a) improper selection, design, specification, application, or any misuse of Products and/or Parts; (b) any act or omission, negligent or otherwise, of Purchaser; (c) Bavis’ use of patterns, tools, equipment, plans, drawings, designs, specifications or other information or things furnished by Purchaser; (d) damage to the Products and/or Parts from an external cause, repair or attempted repair by anyone other than Bavis, failure to follow instructions, guides and specifications provided by Bavis, use with goods not provided by Bavis, or opening, modifying, deconstructing, tampering with or repackaging the Products; or (e) Purchaser’s failure to comply with these Terms, including any legal or administrative proceedings, collection efforts, or other actions arising from or relating to such failure to comply. Bavis shall not indemnify Purchaser under any circumstance except as otherwise provided in these Terms.
(a) Entire Agreement. The Agreement shall constitute the entire agreement between the Parties relating to the subject matter hereof, and all prior negotiations, proposals, responses, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement. This Agreement may not be released, discharged, abandoned, changed, modified, amended or altered in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto except as expressly provided herein. The Agreement shall supersede the terms of any Purchase Order or sales order acknowledgment issued by either of the Parties in connection with the sale and purchase of Products or Parts, and the terms and conditions of any Purchase Order or sales order acknowledgement shall not apply. In the event the Parties enter into an amendment or addendum to this Agreement that is in conflict or contains terms different than the terms provided in this Agreement, the terms of the addendum or amendment shall be controlling with respect to the conflicting provision. Notwithstanding the foregoing, Bavis may update these Terms at any time by posting an updated version of these Terms at the link provided to Purchaser by Bavis. The Terms shall also be available at Purchaser’s request by contacting Bavis by email at email@example.com or by telephone at (513) 677-0500.
(b) Notices. All notices pursuant to this Agreement shall be in writing and shall be deemed properly delivered when sent by registered, overnight or certified mail at such address as the Party shall use in the normal course of business or such other address as is designated to the other in writing. In the case of notices provided to Bavis, a required copy of all notices shall be delivered to: 201 Grandin Road, Maineville, Ohio 45039.
(c) Waiver. The failure of either Party to enforce any or all of the provisions of this Agreement or to exercise any right which is herein provided shall in no way be, or construed to be, a waiver of such provision or provisions nor in any way to affect the validity of this Agreement or any part hereof or the right of either Party to enforce thereafter every such provision and to exercise every such right. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Nothing shall constitute a waiver except an instrument in writing signed by a duly authorized officer of the Party against whom such waiver is sought to be enforced and which expressly, and not implicitly, waives a right or rights hereunder.
(d) Assignment. This Agreement shall inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns. Except as expressly permitted herein, Purchaser may not assign this Agreement or any of its rights and obligations hereunder without the prior written consent of Bavis, which consent shall not be unreasonably withheld. This Agreement and the obligations of Bavis hereunder may be assigned to any subsidiary, affiliate or related party of Bavis or in connection with a merger, change in control transaction and/or sale of all or substantially all of its assets. Any other assignment by Bavis shall not be effective without the prior written consent of Purchaser which shall not be unreasonably withheld. Bavis may use subcontractors to perform a portion of its obligations hereunder, provided that Bavis is responsible for any breaches of this Agreement to the extent caused by such subcontractors.
(e) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or lack of enforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.
(f) Governing Law. This Agreement and all actions performed hereunder shall be construed and interpreted in accordance with the laws of the State of Ohio (as if all aspects of the Agreement were to be performed in Ohio) without regard to its conflicts of law rules. The Parties agree that all actions and proceedings relating to this Agreement shall be litigated exclusively in the state and federal courts located in Hamilton County, Ohio and waive any objection based on improper venue or forum non conveniens to the conduct of proceedings in such court. The Parties disclaim the applicability of the United Nations Conventions on Contracts for the International Sale of Goods and specifically with regard to sale by seller to purchaser of the Product and Parts.
(g) No ‘Wrap’ Agreements/No Authority to Bind. Bavis’ clicking any buttons or any similar action, such as clicking “I Agree” or “Confirm,” to utilize Purchaser’s software or webpage is NOT an agreement to Purchaser’s terms and conditions. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF BAVIS HAS THE AUTHORITY TO BIND BAVIS BY THE ACT OF CLICKING ANY BUTTON OR SIMILAR ACTION ON PURCHASER’S WEBSITE OR PORTAL
(h) Headings. Section headings have been inserted for convenience of reference only and shall not affect the interpretation of this Agreement.
(i) Counterpart Signatures. The Quotation, addenda and other ordering documents issued hereunder may be executed in one or more counterparts, each of which shall be considered an original, and all of which taken together shall constitute one and the same instrument. Facsimile or emailed copies shall be enforceable the same as originals and may be used to prove the existence of the Agreement.