LAST UPDATED: JANUARY 18, 2024
TERMS AND CONDITIONS
This website is operated by BPE Marketing Services LLC dba BioBoost Nest and BioBoostNest.com. These Terms and Conditions govern BioBoostNest.com and any other website or mobile app operated by BioBoost Nest (the “Website”). By using or interacting with the Website or making a purchase from the Website, you are agreeing to the following Terms and Conditions.
CUSTOMER ORDER ACCEPTANCE
All orders are subject to acceptance by BPE Marketing Services, LLC dba BioBoost Nest (hereinafter BBN) and are not accepted by or binding upon BBN unless a signed notice of such acceptance is forwarded to the Buyer in writing or upon fulfillment of the order by BBN. The terms and conditions of sale are only those stated herein, which with the information contained in the face of the quote or acknowledgment shall constitute the complete agreement between the parties and may not be altered or modified except in writing duly executed by each party. The parties agree there are no agreements, representations or warranties between the parties, oral or written, with respect to the products sold hereunder (including any made or implied from past dealings) except as expressed herein. No terms and conditions stated in or attached to Buyer’s communications to BBN, including but not limited to Buyer’s purchase orders the terms of which are hereby rejected, are applicable to these terms and conditions in any way and in no event shall such Buyer’s or any other terms and conditions be considered valid exceptions to the provisions of these terms and conditions. Trade custom, trade usage and past performance are superseded by these terms and conditions and shall not be used to interpret these terms and conditions. Pricing may be subject to change and is at BBN’s sole and absolute discretion.
GOVERNING LAW; SOLE JURISDICTION AND VENUE
These terms and conditions and any quote, order or agreement subject to these terms and conditions shall be interpreted in accordance with the commonly understood meaning of the words and phrases hereof in the United States of America. These terms and conditions and any quote, order or other agreement subject to these terms and conditions and the performance of the parties hereto, shall be construed and governed according to the laws of the State of New York, without regard to conflicts of laws principles. The parties hereby irrevocably consent to jurisdiction in, and to the service of process, pleadings and notices in accordance with, the laws of the State of New York and the federal laws of the United States of America in connection with any and all actions and processes initiated in courts situated in the County of New York, State of New York, U.S.A. It is the express intent and agreement of the parties that the United Nations Convention for the International Sale of Goods shall not apply to this agreement or to purchase orders submitted hereunder. Each party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding relating to these terms and conditions and any quote, order or other agreement subject to these terms and conditions in the state or federal courts situated in New York County, State of New York in the United States of America, and further irrevocably waives any claim that New York County, State of New York in the United States of America is not a convenient forum for any such suit, action or proceeding.
LIMITATION OF LIABILITY
BBN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BBN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WITH RESPECT TO THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THE PRODUCTS OR SERVICES.
IN NO EVENT SHALL BBN’s MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY BUYER TO BBN WITH RESPECT TO THE SPECIFIC QUOTE, ORDER OR AGREEMENT TO WHICH THESE TERMS AND CONDITIONS APPLY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO BUYER.
In the event a provision of these Terms and Conditions is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.
BBN warrants that upon completion of the services or at the time of delivery, as the case may be, and for a period of twelve (12) months thereafter: (i) products specifically manufactured by BBN, shall be free from all material defects in materials and workmanship. With respect to the BBN manufactured product warranty, if the BBN manufactured product shall prove to be defective in material or workmanship under normal intended usage and maintenance during the warranty period, upon examination by BBN or its authorized representative, then BBN shall repair or replace, at its sole discretion, such defective products at its own expense; provided, however, that the Buyer shall be required to ship each such defective product, freight prepaid, to BBN’s designated facility. The warranty on products and/or components not manufactured by BBN is limited to the warranty, if any, provided by the original manufacturer of said product or component which can be passed onto Buyer. BBN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
This Warranty does not extend to any products that have been subjected to:
- Damage caused by careless handling, improper repackaging, or shipping.
2. Damage due to misapplication, misuse, abuse or failure to properly operate the product.
3. Damage caused by improper installation or storage.
4. Damage due to unauthorized product modifications or repairs.
5. Damage caused by negligence, or failure to properly maintain products.
6. Accidental damage, fire, acts of God, or other circumstances outside the control of BBN.
BioBoost Nest will arrange shipment of all orders using the freight broker and shipping company of its choice, unless previously agreed to between BBN and Buyer. BioBoost Nest will obtain competing freight quotes prior to confirming the shipping carrier. Buyer understands that BBN is not a shipping carrier or freight broker.
Buyer agrees to pay BioBoost Nest for all shipping services required to ship the agreed upon products to the Buyer. All shipping charges for products included in the Quote and/or requested by the Buyer, including products shipped from third parties, will be passed on from BioBoost Nest to the Buyer, with the Buyer responsible for all shipping charges.
BioBoost Nest has the right to amend or adjust charges and to re-invoice the Buyer if: (i) the original quoted amount was based upon incorrect information provided by the Customer; or (ii) additional services by the carrier were reasonably required; or (iii) the Customer authorized the Carrier to perform pick up, transportation, delivery, or other related functions other than contemplated by the BOL. Any dispute by customer of any invoice shall be made in writing, specifically indicating the nature of the dispute and made within thirty (30) days from the date of the invoice. If BioBoost Nest does not receive timely written notice of the dispute, the charges will be conclusively presumed to be valid.
Shipping dates are estimates only and are not guaranteed. BBN will use reasonable efforts to make shipments as scheduled and may make partial shipments. BBN shall not be liable for any loss or damage ensuing from late delivery. Shipping quotes, unless otherwise agreed to by BBN, are estimates only and are not guaranteed until the order has been delivered and BBN has received a final invoice from the shipping carrier, within 30 days of delivery.
Rate calculation includes the type of item(s) being shipped (class), weight, size, volume, type of packing, number of items and commercial or residential pick-up or delivery, type of service requested and transit time.
Additional delivery fees may be added to all shipping quotes at the discretion of the shipping carrier, including residential delivery surcharges, lift gate delivery fees, and shipping addresses deemed “limited access” by the shipping carrier. Buyer must provide BioBoost Nest with a confirmed shipping address and delivery contact. All re-deliveries will be at the additional expense of the Buyer. In the event of shipping damage, BBN must be notified, in writing, within three (3) business days of shipment receipt. Buyer must hold all products and packing materials intact, until further disposition is provided by BBN in writing.
Buyer understands that all freight rates are quoted for a business to business delivery and from dock to dock. Residential services are available and are charged as an accessorial service. If residential pickup and/or delivery are requested, Buyer warrants the locations will be accessible to carrier equipment. Buyer agrees to provide the means to load and unload the Shipment unless these services have been arranged for as an accessorial service.
Such freight Carrier or Carriers that are engaged to transport the Shipment will be subject to all state and federal laws and regulations applicable to the transportation of the Shipment and, therefore, will be exclusively liable for the Shipment. Buyer understands and agrees that the Carrier that takes possession of the freight and actually transports the Shipment will be exclusively responsible for the transportation and delivery of the Shipment.
Unless Guaranteed Service is specifically listed as a chargeable accessorial service, delivery times are estimates only. When Guaranteed Service is included as an accessorial service, it is inclusive of transit times only as noted by the Carrier selected. Guaranteed
Service transit times do not include holiday and/or no-service days as defined by the individual Carrier. This service is not a guarantee for a particular pick-up time. Pick-up Day is not included in the qualification and calculation of transit time. Delays caused by an Act of God, war, weather or delays due to State or Federal intervention negate the Guaranteed Transit Time service. Carrier liability for Guaranteed Transit Time shall, at no time, exceed the additional accessorial charge as noted on the invoice. In no case shall Buyer hold the Carrier or BioBoost Nest liable for losses, lost profits, lost opportunity, economic damages, expense, or special, consequential or incidental damages Buyer may have experienced as a consequence of transit times greater than expected. In the event of Carrier’s failure to comply with the Guaranteed Service requested, Buyer is permitted 5 business days from the date of invoice to file a claim request in writing with the Carrier in care of BioBoost Nest. If BioBoost Nest does not receive a claim request or receives the request after the allowable 5 business days, the service provided by the Carrier will be deemed to have met all Guaranteed Service standards and the claim request will automatically be considered invalid and denied. In the event a Carrier fails to provide the Guaranteed Transit Time service as arranged, BioBoost Nest will credit the account of said Buyer within 48 hours after Carrier has acknowledged liability. In no event shall BioBoost Nest be liable for failure to meet the Guarantee.
Neither BBN. the freight broker nor the selected Carrier shall be held liable for delays in delivery caused by accidents, governmental intervention, weather conditions, other acts of God, other causes referenced in the first sentence of paragraph 20 below, or any other circumstances that are beyond the control of BBN, the freight broker, and/or the Carrier.
TITLE AND RISK
On domestic sales, transfer of both title and risk of loss shall occur upon pickup from BBN’s site. On international sales, transfer of both title and risk of loss shall occur upon entry into international waters, international airspace, or the crossing of an international border with the sole exception of banked transactions (L/C, DM, DAP), in which case the transfer of title occurs upon exchange of documents at the bank window, and the transfer of risk of loss occurs upon entry into international water, international airspace, or the crossing of an international border.
Within three (3) business days after receipt of shipment of the product, Buyer shall inspect the shipment for obvious damage to or violation of the shipping container. Buyer shall also confirm that the type and quantity of the products received are consistent with the type and quantity specified on the related shipping documents and order. Buyer shall promptly notify BioBoost Nest of any discrepancies in accordance with the terms hereof. If a notice of discrepancies is not received by BBN within three (3) days after receipt of the shipment by Buyer, the shipment shall be deemed to have been completely and correctly fulfilled, and all claims by Buyer shall be deemed waived and released, except for any Product defect that a visual inspection would not disclose.
No products may be returned without prior written approval of BioBoost Nest. Orders placed with and accepted by BBN may not be canceled except upon BBN’s written consent prior to shipment and Buyer’s acceptance of Seller’s cancellation charges which shall protect BBN against all costs and losses, but not higher than the price quoted. BBN reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the products is or becomes technically or economically impractical. A cancellation fee equal to thirty percent (30%) of the stipulated price for non-stocked or custom products which have already been manufactured will be charged for any cancellations of non-stocked or custom products that have not been shipped to the Buyer. “Non-stocked or custom products” are defined as goods that are made to order; this included all BioBoost Nest products.
PAYMENT; OVERDUE INVOICES
All payment terms are subject to BBN’s Credit Department’s approval. Unless otherwise agreed to by the parties, payment terms are net thirty (30) days from date of invoice. BBN RESERVES THE RIGHT TO ADD, AND PURCHASER AGREES TO PAY, INTEREST AT THE RATE OF 18% PER ANNUM OR THE HIGHEST RATE PERMITTED BY APPLICABLE LAW, WHICHEVER IS LESS, FROM DATE OF SHIPMENT, ON AMOUNTS INVOICED AND UNPAID IN ACCORDANCE WITH THE PAYMENT TERMS.
Purchased that do not have a credit application and approval on file must provide payment via ACH, credit card, or check before the order will be shipped.
Unless Customer is registered under a plan offering a specialized payment method, Customer must provide a credit card account number which is issued in Customer’s name or which Customer is authorized to use when registering for the Services. This card will be used as Customer’s primary method of payment. All payments shall be made pursuant to the terms of the pricing and other information relating to the Services selected. By agreeing to these Terms and Conditions, Customer is authorizing and directing BioBoost Nest to automatically charge any amounts payable by Customer in connection with Customer’s use of transportation services to the credit card Customer provided in the registration process or such credit card number Customer may provide thereafter. It is Customer’s responsibility to update the credit card information that Customer uses to pay for the services. If Customer bills its use of BioBoost Nest’s Services to its credit card, Customer’s right to use the Services is subject to any limits established by Customer’s credit card issuer. If Customer does not update its credit card information, BioBoost Nest may suspend Customer’s use of the Services or, at BioBoost Nest option, may automatically move Customer onto another bill payment arrangement. BioBoost Nest may also make other billing options available. If BioBoost Nest makes other billing options available, Customer agrees to abide by terms and conditions applicable to those options.
COLLECTION AND ATTORNEY’S FEES
In the event of any alleged dispute, breach or default of this Agreement necessitating BBN to retain an attorney to represent it, the Purchaser agrees to pay the BBN’s costs and expenses including reasonable attorney’s fees, incurred in connection with, related to or arising out of enforcement of any term or provision of this Agreement, whether or not in connection with any legal or administrative proceedings, plus pre- and post-judgment interest and costs incurred, through appeal, and such shall be in addition to any other remedies or damages to which the BBN may be entitled. Failure to pay these fees automatically voids any Warranty Provisions to which the Purchaser would otherwise be entitled.
Prices quoted, unless otherwise expressly stated in writing do not include sales, use, excise, value added or similar taxes or duties. Buyer shall pay these taxes directly if the law permits or will reimburse BBN if it is required to pay them. Buyer will provide tax exemption certificates or evidence of tax payment on request. The price quoted is based on the cost of raw materials, wage rates, shipping charges, freight, insurance premiums, landing charges and duties, railage and cartage applicable on the date on which a contract, acceptance, confirmation, tender or quotation is issued. Accordingly, any increase in such costs after such date and prior to the fulfillment of the contract may result in a price adaptation in good faith and in proportion to the changed circumstances, and shall thus be for the account of Buyer.
If the products ordered are to be exported from the country of Seller, the quoted shipping dates are subject to receipt of all export documents and authorizations. Regardless of ultimate destination, the prices quoted are based on packing for domestic shipment unless otherwise stated in writing. Buyer agrees to provide Seller in writing with the ultimate destination and identity of the end-user prior to shipment if the products are to be exported. Notwithstanding any other provision of this Agreement to the contrary, Buyer agrees that it will not sell, reexport or transfer any products or technical information or Services supplied under this Agreement to IRAN, NORTH KOREA, SYRIA, CUBA and SUDAN, including any entities or persons in those countries, either directly or indirectly (“Seller’s Position”). Buyer agrees that it will not sell, reexport or transfer any products or technical information or Services supplied under this agreement to any other countries except in full compliance with all applicable governmental requirements, including but not limited to applicable economic sanctions and constraints administered by the U.S. Treasury Department and applicable export control measures administered by the U.S. Department of Commerce and U.S. Department of State, any other U.S. government agencies, and measures administered by the Foreign Affairs, Trade and Development Canada, European Union or the government agencies of any other countries. Any violation by Buyer of the applicable laws or regulations of the U.S., Canada or any other government, or where Buyer breaches Seller’s Position notwithstanding whether or not this is contrary to any aforementioned applicable laws or regulations, shall be deemed a material breach of this agreement and sufficient basis for the Seller to reject any or all orders or to terminate this agreement. Compliance with applicable legal requirements and Seller’s Position is a prerequisite for Buyer to perform its obligations under this Agreement, and if the Buyer fails to comply with such legal requirements, it is incapable of meeting its obligations under this Agreement. The Seller reserves the right to refuse to enter into or perform any order, and to cancel any order, placed under this Agreement if the Seller in its sole discretion determines that the entry into such order or the performance of the transaction to which such order relates could violate any applicable law or regulation of the United States, Canada or any other governments and/or Seller’s Position. Buyer agrees that any such refusal or cancellation of any order, or termination of the Agreement by the Seller, as described above, will not constitute a breach of any of the Seller’s obligations under this Agreement, and Buyer hereby waives any and all claims against the Seller for any loss, cost or expense, including, but not limited to, claims of third parties, any loss of profit, loss of business, loss of or damage to goodwill and/or similar losses, loss of anticipated savings, or increased costs or for any indirect, special or consequential losses, or pure economic loss, costs, damages, charges or expenses howsoever arising, that Buyer may incur by virtue of such refusal or cancellation of any order or termination of this Agreement.
BBN may process certain personal data in managing its business relationship with Buyer, such as the names and contact details of Buyer’s personnel involved in maintaining or managing Buyer’s use of BBN’s products or services. Seller will handle such personal data in accordance with BioBoost Nest’s Privacy Notice. Buyer will provide any necessary notice to and obtain any legally-required consent from its personnel for BBN’s use of their personal data.
Except for the obligation to make payments, a party is not liable to fulfill its obligations under the agreement if performance is materially prevented as a consequence of natural catastrophes, terrorism, civil unrest, war, explosions, fire, breakdowns or damages to installations, constructions or machines, disruption to public transport, labour market conflicts (such as strikes and lock-outs) or other similar circumstances or acts of God. In the event of force majeure a party is not obligated to fulfill its obligations as long as, and to the extent, the force majeure continues. The party invoking force majeure shall inform the other party immediately in writing. If a force majeure continues for more than six months the other party may terminate the agreement with immediate effect by sending a written notice to the other party.
Buyer acknowledges that it may gain access to or otherwise learn Confidential Information (as hereinafter defined). Buyer agrees that it will use the Confidential Information only for purposes of performing its obligations under these Terms and Conditions (the “Permitted Purpose”) and shall not transfer or otherwise disclose the Confidential Information to any third party except as expressly permitted by these Terms and Conditions. Buyer shall: (a) give access to Confidential Information solely to those of its employees and approved subcontractors with a need to know such information for the Permitted Purpose; and (b) take the same security precautions to protect against disclosure or unauthorized use of Confidential Information that Buyer takes with its own confidential information, but in no event shall Buyer apply less than a reasonable standard of care to prevent such disclosure or unauthorized use. Confidential Information means any and all information relating to BBN or its affiliates that may be accessed by or disclosed to Buyer including but not limited to quotations, price sheets, engineering and product designs, manuals, equipment and business specifications, trade secrets, reports, or other proprietary data.
INTELLECTUAL PROPERTY RIGHTS
All patents, copyrights, designs, drawings and other technical or commercial information relating to the products, including any software provided by Seller pursuant to any proposal, tender or the contract, and the intellectual property rights therein made or acquired by Seller prior to or during the preparation of the proposal or tender or in the course of work on the contract shall be and remain the exclusive property of Seller.
If a product furnished to Buyer becomes or, in Seller’s opinion, may become the subject of any claim, suit or proceeding for infringement of any intellectual property rights, Seller may at its option and expense (i) obtain for Buyer the right to use, lease or sell the product, (ii) replace the product, (iii) modify the product, or (iv) remove the product and refund the purchase price paid by Buyer less a reasonable amount for use, damage or obsolescence. Seller will not be liable for any infringement arising from the combination of products or from the use of a product in practicing a process. Seller’s total liability to Buyer will not, under any circumstances exceed the purchase price paid for the allegedly infringing product. Buyer agrees, at its expense, to protect and defend Seller against any claim of intellectual property right infringement arising from compliance with Buyer’s designs, specifications or instructions and to hold Seller harmless from damages, costs and expenses attributable to any such claim.
Buyer agrees to defend, indemnify and hold the Seller (and its agents, representatives, employees, officers, related companies, successors and assigns, and customers) harmless from all claims, demands, actions, damages and liabilities (including legal fees and consequential and incidental damages) arising out of any injury (including death) to any person or damage to any property in any way connected with any act or omission of Buyer, its agents, employees, or subcontractors.
No failure to exercise and no delay in exercising on the part of Seller any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege hereunder preclude further exercise of the same right, power or privilege.
VALIDITY OF PROVISIONS
In the event any provision or any part or portion of any provision of these Terms and Conditions shall be held to be invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that provision, or any other provision hereof.
If Buyer fails to make any payment when due or to perform on time any of its other obligations under this contract Seller shall be entitled to suspend performance of the contract until the failure is remedied.
Buyer shall not be entitled to cede, transfer and/or assign any of its rights or delegate any of its obligations under this contract, without the prior written consent of Seller. Seller may cede, transfer and/or assign its rights or delegate any of its obligations under this contract without the prior approval of the Buyer.
Seller shall be entitled to terminate the quote, purchase order or other agreement to which these Terms and Conditions form a part in the event Buyer is in breach of any of its obligations hereunder and fails to remedy the breach within fifteen (15) days after receiving written notification thereof from Seller or if Buyer goes into liquidation, receivership, administration or makes any voluntary arrangement with any of its creditors. Any party may terminate the agreement with immediate effect if the other party is in material breach of the agreement. Any termination of the contract in accordance with the terms hereof shall become effective upon service of a written notice of termination on the other party. Upon termination, howsoever arising, Seller shall be entitled forthwith to suspend any further deliveries under the contract without any liability to Buyer. Within 14 days of such a notice of termination, howsoever arising, Buyer shall pay to Seller:
the outstanding balance of the contract price for products which have been delivered and for those products which are then capable of being delivered, and
the costs incurred or committed by Seller up to the date of notice of termination in performing work on products which are not then in a deliverable state plus a reasonable margin to be agreed between the parties which shall not be less than 15%, and
the costs reasonably incurred by Seller as a result of the termination.
(1) No Improper Means of Obtaining Business. The Seller and the Buyer intend that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion or kickbacks, or other unlawful or improper means of obtaining business. (2) No Bribes. The Buyer will not, directly or indirectly, pay, offer, authorize or promise any monies or anything of value (such as gifts, contributions, travel, or entertainment) to any person or organization (including any employee or official of any governmental authority, government owned or controlled entity, public international organization or political party; any candidate for political office; or any employees of any of the Buyer’s or the Seller’s customers) for the purpose of improperly influencing their acts or decisions in violation of any antibribery or anti-corruption laws, including the United States International Corrupt Practices Act, laws under the OECD Anti-Bribery Convention and local anti-corruption laws (collectively, “Anti-Corruption Laws”). The Buyer will take appropriate actions to ensure that any person representing or acting under its instruction or control (“Buyer’s Agents”) will also comply with this Section. (3) No Kickbacks. No part of the payment of any amounts payable under this Agreement will be distributed to the Seller, its affiliates or customers, or any of its employees or their family members. (4) No Conflicts. Except as disclosed in writing to the Seller (in a questionnaire response or otherwise), the Buyer represents that it does not have any reason to believe that there are any potential conflicts of interest regarding its relationship with the Seller, such as family members who could potentially benefit from the commercial relationship established by this Agreement; and neither the Buyer, nor any of the Buyer’s Agents, have any family members who are government officials or political party candidates in a position to influence the Buyer’s commercial relationship with the Seller. (5) Accurate Books and Records. The Buyer will maintain complete and accurate books and records regarding its transactions with Seller. (6) Notification. The Buyer will notify the Seller promptly if (a) the Buyer or any of the Buyer’s Agents have reason to believe that a breach of this Section has occurred or is likely to occur; or (b) if any conflicts of interest arise after the signing of this Agreement, including if any of the Buyer’s Agents or their family members become a government official or political party candidate in a position to influence the Buyer’s commercial relationship with the Seller. The Buyer will send all such notices to email@example.com or to such other location as the Seller may designate in writing. (7) Compliance Certification. The Buyer will, when and as may be requested by the Seller from time to time, provide to the Seller a written certification in form and substance satisfactory to the Seller that the Buyer is in compliance with this Section. (8) No Payments for Improper Activities. The Seller will not be required under any circumstances to take any action or make any payments that the Seller believes, in good faith, would cause it or its affiliated companies to be in violation of any Anti-Corruption Laws. If the Seller at any time believes, in good faith, that a breach of any of the representations and warranties in this Section has occurred or may occur, the Seller may withhold any commission, compensation, reimbursement, or other payment until such time as the Seller has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. The Seller shall not be liable to the Buyer for any claim, losses, or damages whatsoever related to the Seller’s decision to withhold any commission, compensation, reimbursement, or other payment under this provision. (9) Audit Rights. If the Seller at any time believes, in good faith, that the Buyer has breached the warranties, representations or agreements in this Section, then the Seller will have the right to audit the Buyer‘s books and records related to this Agreement in order to verify the Buyer’s compliance with the provisions of this Section. The audit will be performed by individuals selected by the Seller. However, upon request by the Buyer, the Seller will select in its sole discretion an independent third party to conduct an audit in order to certify to the Seller that no breach has occurred or will occur. The Buyer will fully cooperate in any audit conducted by or on behalf of the Seller. (10) Termination Rights. Any breach of the warranties, representations or agreements in this Section will constitute grounds for immediate termination of this Agreement for cause by the Seller and no commission, compensation, reimbursement or other payment will be due to the Buyer. The Buyer will indemnify and hold the Seller harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from the Buyer’s breach of the representations, warranties and agreements contained in this Section. (11) Data Privacy Consent. The Buyer consents to the collection, processing and international transfer of data and information related to the business relationship between it and the Seller, including the transfer of personally identifiable data (for example names, email addresses, telephone numbers) to and between the Seller and its affiliates wherever they may be located, for the purposes of allowing the Seller and its affiliates to evaluate the Buyer’s experience and qualifications and implement any business. The Buyer has the right to: (a) request access to this data; (b) rectify or cancel any inaccurate or expired data; and (c) object to any processing that does not conform to these purposes. The Buyer may exercise its rights by writing to the Seller at firstname.lastname@example.org or to such other location as the Seller may designate.