TERMS & CONDITIONS
Freight Forwarding Standard Trading Terms and Conditions
1. Services.
Pursuant to the terms hereof, AeroPlus Logistics Corp. (hereinafter referred to as the “Forwarder”) agrees to arrange for the transportation of Shipper's freight (hereinafter referred to as the "Freight") with third-party carriers (each referred to as a "Carrier" and collectively the "Carriers") pursuant to Shipper's requests for shipments made from time to time during the term of this Agreement. In addition to arranging for the shipping of the Freight, Forwarder shall provide additional services outlined as follows (as specifically requested by the Shipper or Shipper’s Agent on a case-by-case basis), including without limitation: (i) arranging to have the Freight packed for shipment and placed in containers; (ii) preparing and distributing documents on behalf of each Carrier, including the Bill of Lading (as defined in Section 2. below); and (iii) assisting with the filing of insurance claims for damaged or lost Freight. Any services to be provided hereunder by Forwarder shall collectively be referred to herein as the "Services." Without limitation on the foregoing, Forwarder will not be responsible for the actual shipping and transportation of the Freight and therefore, will not, at any time, take possession of the Freight or be deemed a carrier thereof except by prior agreement between the parties.
2. Carrier Agreements.
In connection with the Services, Forwarder shall be obligated to enter into written agreements with each Carrier transporting Freight on Shipper's behalf in substantially the form of agreement and standard trading terms of each Carrier (each a "Carrier Agreement"). Each Carrier Agreement must be consistent with Shipper's specific delivery and handling instructions in all respects including, without limitation, reasonable transit time expectations. Within 3 working days of a Carrier's receipt and acceptance of Freight pursuant to a Carrier Agreement, Forwarder shall provide Shipper with a bill of lading (each a "Bill of Lading") as proof of such delivery and acceptance. Each Bill of Lading shall serve as a receipt for Shipper's records. Any term or condition set forth in any Bill of Lading shall apply to the transportation of Freight hereunder and/or modify or supplement the terms of this Agreement or any Carrier Agreement.
3. Fees and Expenses; Payment.
(a) Fees/Expenses.
(i) As full and complete consideration for the Services, Shipper shall pay Forwarder the Fees quoted for the relevant Services from time to time (the "Fees").
(ii) In addition to the Fees, Shipper shall be responsible for all of the reasonable and necessary out-of-pocket expenses actually incurred by Forwarder hereunder including, without limitation, all Carrier charges, demurrage charges, detention charges, waiting time for drivers, warehouse storage fees, dock fees, customs and other governmental inspection and related facilitation charges, port charges, insurance costs, and handling fees. Any such expenses over USD $250.00 must first be approved in writing by Shipper. All charges hereunder are exclusive of sales, use, excise, and related taxes.
(b) Payment.
Forwarder shall provide Shipper will a detailed invoice for its Fees and expenses promptly after each shipment is tendered and/or accepted for shipment unless a credit agreement exists between the Parties. Shipper shall pay any and all such properly invoiced amounts in full within seven (7) days following receipt of the applicable invoice. Payments due hereunder must be made in U.S. dollars and by wire transfer, certified check, ACH transfer, or such other method as may be agreed upon by the Parties. Any amounts not paid by Shipper when due to Forwarder shall be subject to interest charges, from the date due until paid, at the rate of one and one half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly.
(c) Past Due Payments
If any amounts due to Forwarder from Shipper becomes past due for any reason, Forwarder may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Forwarder's obligations under this Agreement. Shipper shall have no right of offset or withholding under this Agreement.
(d) Sequential Liability.
The Parties hereto agree that the concept of 'sequential liability' shall fully apply in connection with any and all payments made by Forwarder to any third parties hereunder on Shipper's behalf. Therefore, once Shipper's payment obligations to Forwarder are met, Forwarder shall be solely liable in connection with any such third-party payments, including without limitation each Carrier's freight charges without prejudice to Clause 3 (a) (ii) of these Standard Trading Terms and Conditions.
4. Term; Termination.
(a) Term.
This Agreement shall commence as of the Effective Date and continue for an initial term of one (1) year, unless earlier terminated in accordance with the provisions in this Section 4. The term shall thereafter automatically renew for successive one (1) year periods, unless either Party provides the other Party with written notification expressing its intention not to renew at least 60 days days prior to the end of the then-current term. This Agreement commences automatically upon the tendering of a booking in any form of textual communication and binds the Shipper if cargo is booked by any of its Agents, Servants, Employees, Partners or Officers acting in the normal and reasonably construed course of their duties.
(b) Termination for Cause.
This Agreement may be immediately terminated by either Party without further liability or obligation to the other Party if: (i) the other Party violates any applicable law, rule, regulation, or ordinance; (ii) the other Party otherwise materially breaches any provision, warranty, or representation contained in this Agreement (including without limitation any payment obligation) and, if such breach or violation is capable of cure, remains un-remedied for a period of thirty (30) days following receipt of written notice detailing such breach or violation; or (iii) the other Party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or law relating to the insolvency or protection of the rights of creditors. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
(c) Termination for Inactivity.
This Agreement shall automatically terminate if Forwarder has not provided Services to Shipper for at least six (6) consecutive months because Shipper has not requested any Services to be rendered during such time period.
(d) Termination without Cause.
This Agreement may be terminated by either Party, with or without cause, upon ninety (90) days prior written notice to the other Party.
(e) Obligations Following Termination.
In the event of any termination hereunder, Shipper shall promptly pay to Forwarder all amounts due to Forwarder up through the effective date of termination, including without limitation the actual Fees and approved expenses properly incurred by Forwarder on behalf of Shipper prior to the effective date of termination which cannot, through Forwarder's commercially reasonable efforts (at no expense to Forwarder), be reduced or cancelled pursuant to Shipper's request. Upon termination of this Agreement, Forwarder shall promptly transfer to Shipper all materials in Forwarder's possession or control rightfully belonging to Shipper, and all contracts and reservations entered into by Forwarder on behalf of Shipper hereunder. Forwarder shall use commercially reasonable efforts to assist Shipper and any new freight forwarder to affect an efficient transition of work in progress and other responsibilities, if applicable. Upon any termination hereof, each Party shall promptly return to the other Party such other Party's Confidential Information (as defined in Section 5 below), or destroy and certify its destruction pursuant to such other Party's reasonable instructions.
5. Confidentiality.
(a) Confidential Information.
The Parties acknowledges that by reason of their relationship hereunder, each Party may disclose (the "Disclosing Party") to the other (the "Receiving Party") certain Confidential Information. "Confidential Information" shall mean (i) information concerning the Disclosing Party's business plans, products, financial records, advertising, innovations, fees, advertising or product concepts, customers, suppliers, vendors, technology, trade secrets, distribution methods, inventories, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, know-how or other intellectual property, or other business affairs (including without limitation, the terms of this Agreement), or any other proprietary or confidential information of the Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by the Disclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of or while present at a Party's facilities; and (iv) all other non-public information provided by the Disclosing Party hereunder including, but not limited, to financial, technical and business information (the "Confidential Information"). All Confidential Information shall remain the property of the Disclosing Party.
(b) Use of Confidential Information; Standard of Care.
Receiving Party, during the term of this Agreement and for a period of five (5) years thereafter, shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its directors, officers, employees, agents, advisors, subcontractors, independent contractors, subsidiaries, affiliates, and permitted assigns (collectively its "Representatives") who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. Receiving Party shall at all times remain responsible for breaches of this Agreement arising from the acts of its Representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement, and agrees not to use the Disclosing Party's Confidential Information for any other purpose or for the benefit of any third party. No Confidential Information furnished to the Service Provider shall be duplicated or copied except as may be strictly necessary to effectuate the purpose of this Agreement. Receiving Party shall promptly return or, at Disclosing Party's option, certify destruction of all copies of Confidential Information at any time upon request or within thirty (30) days following the expiration or earlier termination of this Agreement.
(c) Exceptions; Required Disclosures.
Confidential Information does not include information that: (i) was lawfully in the Receiving Party's possession before receipt from the Disclosing Party, as established by competent evidence; (ii) at or after the time of disclosure becomes generally available to the public other than through any act or omission of the Receiving Party, or (iii) is received by the Receiving Party from a third party free to make such disclosure without, to the best of the Receiving Party's knowledge, breach of any legal or contractual obligation. If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow it an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist Disclosing Party in such efforts. If disclosure is nonetheless required, Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
6. Representations and Warranties.
(a) Mutual Representations and Warranties.
Each Party represents and warrants to the other Party that:
(i)
it is duly organized, validly existing, and in good standing in its state/country of organization, and has the full power and authority to enter into this Agreement and fulfill its obligations hereunder without violating any applicable law, rule, regulation, and/or agreement with any third party;
(ii)
it shall fulfill all of its obligations hereunder in a professional manner and in accordance with all generally recognized industry standards for similar services;
(iii)
it shall obtain, and maintain in good standing at its own expense, all permits and licenses required of it in connection with its fulfillment of obligations hereunder, including without limitation, those required of Forwarder.
(iv)
the individuals singing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.
(b) Forwarder's Additional Representations and Warranties.
In addition to the representations and warranties set forth in Section 6 (a), Forwarder represents and warrants to Shipper that it will use all commercially practicable efforts to include in any agreement entered into with a Carrier, so that any such Carrier acknowledges and agrees that it may look solely to Forwarder for any and all amounts due and owing to Carrier once Shipper's payments with respect to any such shipment have cleared with Forwarder.
(c) Shipper's Additional Representations and Warranties.
In addition to the representations and warranties set forth in Section 6 (a), Shipper represents and warrants to Forwarder that it will not attempt to ship hazardous goods through Forwarder without Forwarder's prior written consent in each instance. Notwithstanding the foregoing, to the extent that Shipper does intend to ship hazardous goods (and Forwarder agrees to arrange for their shipment), Shipper agrees to comply with all applicable laws, rules, and regulations at the local, provincial/state and federal levels respecting the transportation of hazardous materials for all the respective modes of transportation required for the subject cargo, notably, Land (Highway), Ocean or Air or any combination thereof.
(d) WARRANTY DISCLAIMER.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 6, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY HEREUNDER. EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION ANY: (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER IMPLIED, STATUTORY, ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY IN DECIDING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.
7. Indemnification.
(a) Each Party (the "Indemnifying Party") shall indemnify, defend, and hold the other Party, along with the other Party's Representatives, harmless from and against any and all costs, losses, damages, or expenses of any kind or nature, including without limitation reasonable attorney's fees and related costs, to the extent arising out of a breach by such Party of any of the terms, conditions, obligations, and/or representations and warranties contained in this Agreement, and/or the negligence or willful misconduct of such Party and/or any of its Representatives. The indemnified party shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of its defence and settlement to the Indemnifying Party, and shall cooperate in all reasonable respects with the Indemnifying Party, its insurance company and its legal counsel in its defence of such claim, at the Indemnifying Party's expense. This indemnity shall not cover any claim in which there is a failure to provide the Indemnifying Party with prompt notice, to the extent such lack of notice prejudices the defence of the claim. The Indemnifying Party may not settle any potential suit hereunder without the indemnified party's prior written approval, which approval shall not to be unreasonably withheld, conditioned or delayed.
(b) If the Indemnifying Party fails to assume the defence of a claim or the indemnified party reasonably determines that the Indemnifying Party has failed to diligently assume and maintain a prompt and vigorous defence of any Claim, the indemnified party may assume sole control of the defence of any claim and all related settlement negotiations with counsel of its own choosing, and Indemnifying Party will pay all costs and expenses (including reasonable attorneys' fees) incurred by the indemnified party in such defence within 30 days of each written request.
8. Insurance.
The Forwarder’s liability in respect of each shipment is limited to the maximum liability of each carrier contracted on behalf of the Shipper or Shipper’s Agent and any loss incurred by the owner of the said cargo is subrogated to the respective carrier or carriers within whose custody a loss or damage event occurs. The Forwarder offers in the usual course of doing business optional all-risks cargo insurance across all modes (air, ocean, land) under its uniform cargo insurance policy with its contracted insurer for a specified premium which is assessed in accordance with the insurer’s standard risk underwriting criteria and subject at all times to a standard deductible of US $500.00. The specified premium is in all respects payable by the Shipper or Shipper’s Agent and the Forwarder is entitled to earn a referral commission on insurance services as part of its fee structure. In acting as an Agent for the insurer, the Forwarder assumes no personal liability in adding the Shipper’s goods to its cargo insurance policy and the Shipper indemnifies the Forwarder for any omissions, errors or misrepresentation related to the parties and/or cargo forming the subject matter of the Agreement.
9.
LIMITATION OF LIABILITY; ACTIONS. EXCEPT FOR THE PARTIES' RESPECTIVE CONFIDENTIALITY OBLIGATIONS AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
ANY CLAIMS MADE PURSUANT TO THIS SECTION MUST BE MADE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR FOREVER BE BARRED.
10. Non-exclusivity.
The Parties agree that this is a non-exclusive agreement. Subject to the terms hereof, Shipper is not prohibited from engaging the services of other forwarders, brokers, and/or engaging directly with third party carriers. Forwarder is similarly not restricted from providing freight forwarding and related services to other third parties.
11. Force Majeure.
Neither Party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, inclement weather, strikes, floods, lockouts, labor disputes, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, governmental regulations or controls, acts of God, or terrorism, in addition to any and all other events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law. Notwithstanding the foregoing, the affected Party shall promptly provide written notice thereof to the other Party, which notice shall include a detailed description of the event of force majeure along with the affected Party's best estimate of the length of time such event will delay or prevent performance hereunder. Additionally, the affected Party shall use reasonable efforts to limit the impact of the event of force majeure on its performance hereunder. If a force majeure event continues for at least (2) consecutive weeks, either Party shall have the right to immediately terminate this Agreement and in any event, the Forwarder is entitled to recovery of all costs and expenses reasonably incurred up to the time of termination of this Agreement.
12. Non-Solicitation.
Neither Party shall solicit the services (either on a part-time or full-time basis) of the other Party's employees, independent contractors, and/or consultants during the term hereof and for one (1) year thereafter. This restriction shall not apply to the engagement of those employees, independent contractors (including Carriers), and/or consultants who have ceased to provide services (either on a full or part time basis) to such other Party for at least one consecutive (1) year prior to any such solicitation. Notwithstanding the foregoing, the Parties are not prohibited from responding to or hiring the other Party's employees who inquire about employment with such Party on their own accord or in response to a public advertisement or employment solicitation in general.
13. Relationship of the Parties.
The Parties hereto are independent contractors and as such, its employees, contractors, and personnel performing any services under this Agreement shall at no time be considered an employee of the other Party. Each Party will be responsible for any applicable payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes relevant to its personnel. Neither Party is the agent of the other and neither Party shall have any right or authority to make or enter into any contract or other agreement in the name of or for the account of the other Party, or to make any representation, or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the other Party. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership, franchise, or joint venture relationship between the Parties or between one Party and the other Party's employees or agents.
14. Third Party Beneficiaries.
This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms. Notwithstanding the foregoing, each Party's respective Representatives shall be entitled to enforce the indemnification provision set forth in Section 7 hereof as third party beneficiaries thereto.
15. Assignment.
Neither Party shall assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other Party in each instance, with such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may be free to assign this Agreement upon written notice to the other Party to (i) any an affiliate of such Party, or (ii) a successor entity of such Party that assumes all, or a majority of, such Party's assets. No permitted assignment hereunder shall relieve the assigning Party of any of its obligations under this Agreement, and as such, the assigning Party shall remain primarily liable in connection therewith. Any purported assignment or delegation in violation of this Section shall be null and void.
16. Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each a "Notice") shall be in writing and addressed to the Parties at the address set forth in this Section or otherwise designated by the receiving Party in writing in accordance with this Section. All Notices shall be delivered by (i) personal delivery, (ii) nationally recognized overnight courier (with all fees pre-paid), (iii) facsimile (with confirmation of transmission), or (iv) certified or registered mail, return receipt requested and postage prepaid. Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving Party and if the Party giving the Notice has complied with the requirements of this Section.
Forwarder:
103-2727 Steeles Ave. W, North York, Ontario, M3J 3G9 Canada.
Attention: Managing Director
+ 1-647-977-1661
Email address: [email protected]
Shipper: As specified or reasonably implied from the formal communications between the parties.
[address]
Attention: [name/department]
[telephone #]
[e-mail address]
17. Survival.
Following the term of this Agreement, any and all provisions set forth herein which by their very nature are intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting confidentiality, representations and warranties, non-solicitation, indemnifications, insurance, limitations on liability, insurance, governing law and venue and accrued payment obligations.
18. Severability of Terms.
In the event that any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
19. Waiver.
No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
20. Rights Cumulative.
Subject to the terms hereof, each Party's respective rights and remedies as set forth herein shall be cumulative and not exclusive of any rights and remedies which may be obtained by law or in equity.
21. Assurances.
Upon a Party's advance reasonable written request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, as reasonably necessary to give full effect to this Agreement.
22. Arbitration.
Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered in accordance with the International Commercial Arbitration Act, 2017 (Ontario) where one of the parties is located outside of Ontario, Canada or in accordance with the Arbitration Act, 1991 where both parties are located within the jurisdiction of the Province of Ontario, Canada. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (or) three arbitrators sitting in Ontario, Canada or other jurisdiction agreed between the parties. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the Province of Ontario, Canada. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, incidental damages, special damages, exemplary damages, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
23. Attorney's Fees.
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable outside attorney's fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other Party.
24. Collection Expenses.
If Forwarder incurs any costs, expenses, interest or fees, including reasonable attorney's fees and professional collection services fees, in connection with the collection or payment of the Fees or any other amounts due under this Agreement, Shipper agrees to reimburse Forwarder for all such costs, expenses, interest and fees.
25. Headings; Construction.
The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
26. Entire Agreement; Modification.
This Agreement, along with any exhibits or attachments incorporated herein, sets forth the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreement or communications between the Parties, whether written or oral relating hereto. No representation, inducement or promise has been made or relied upon by either Party, unless expressly set forth in this Agreement. This Agreement may be modified only by a written amendment signed by authorized representatives of both parties. To the extent that the terms hereof contradict any terms of any attachment hereto, the terms hereof shall govern, unless specifically set forth to the contrary therein.
Version date: 10th May, 2025