Federal court of competent jurisdiction located within San Diego County, California, U.S.A., including any appellate courts with jurisdiction over such courts, and each Party irrevocably submits to the exclusive jurisdiction and venue of any such court to resolve any such dispute or claim.
e. Representations and Warranties. Purchaser is not an authorized dealer, representative, reseller, or distributor of any of Sellers, or Sellers Affiliates, products or services. Purchaser represents, and warrants that it (i) is not purchasing the Product on behalf of a third party, (ii) is not purchasing the Product in order to resell or distribute the Product to a third party, (iii) is not purchasing the Product in order to export the Product from the country in which Seller shipped the Product pursuant to the ship-to address designated by Purchaser at the time of ordering (Ship-To Country), and (iv) will not export the Product out of the Ship-To Country.
f. Remedies for Breach. In addition to any remedies specified elsewhere under these Terms, and any remedies available to a Party under law or in equity, in the event the other Party breaches these Terms, a Party may do any, all, or any combination of the following: (i) cease further shipments of Product, (ii) terminate the rights granted to Purchaser pursuant to Section 3 (Rights to Product Upon Purchase), (iii) terminate any remaining product warranty for the affected Product, (iv) require Purchaser to immediately pay any unpaid and undisputed invoices, or (v) place a final order to cover transition (which shall be fulfilled by Seller in accordance with these terms, to the extent supply is available for Purchaser), and terminate these Terms.
g. Future Products. Any future products and/or services (Unreleased Products) are subject to new part numbers, pricing, and specifications and the acquisition of Product hereunder is not in reliance on the availability of any Unreleased Products.
h. Seller Affiliates. Any actions or rights that may be performed or exercised by Seller may be performed or exercised by Seller itself or by any of its Affiliates. By way of non-limiting example, Sellers Affiliates may carry out shipment, servicing, invoicing, and receipt of payment.
i. Force Majeure. Seller is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by Sellers suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or Purchasers fault or negligence.
j. Notices. Any notice required or permitted shall be in writing and shall be deemed received (i) when delivered personally; (ii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or 10 days for international mail); or (iii) one day after deposit with a commercial express courier that provides written verification of receipt.
k. Seller Information. Seller may maintain and use a database of orders and account information pertaining to Purchaser for purposes of order processing, maintaining records, assisting with future orders of Purchaser, and compliance with applicable laws and regulations. Purchaser grants to Seller a non-exclusive, fully paid-up, royalty-free, worldwide, irrevocable, perpetual right and license, with the right to sublicense, to use and commercialize in any manner suggestions, ideas, or comments provided by Purchaser to Seller related to the manufacture, use or sale of the Products.
l. Export Compliance. The Products, any related technology, or information provided to Purchaser may be subject to restrictions and controls imposed by applicable laws, the United States Export Administration Act and the regulations thereunder (or the export regulations and laws of another country). Notwithstanding anything to the contrary in these Terms, Purchaser agrees not to use the Products in, or export or re-export the Products, any related technology, or information provided to Purchaser into, any country or to any person or entity, or in any manner, in violation of such controls or any other laws, rules, or regulations of any country, state, or jurisdiction.
Master Terms and Conditions of Sale (Illumina Advantage Products)