VENUE: Subject to the Arbitration section below, any legal suit, action, or proceeding arising out of or related to the PO must be instituted exclusively in the federal or state courts in San Diego County, California, and
each party irrevocably submits to such jurisdiction.
EQUITABLE RELIEF: Notwithstanding the Arbitration section above, each Party may seek injunctive or other equitable relief in a court of competent jurisdiction in accordance with the Venue section above.
INDEPENDENT CONTRACTORS: Tandem and Supplier are independent contractors. Neither party will have the power, and shall not hold itself out as having the power, to act for or in the name of, or to bind the other party.
SUBCONTRACTORS: Supplier shall not subcontract or delegate any duty under the PO or these Terms without Tandem’s prior written consent. Suppler shall be liable for the acts and omissions of its subtractors.
ASSIGNMENT: Supplier shall not, without first obtaining the written consent of Tandem, assign or transfer the PO, in-whole or in-part. Any attempted assignment without Tandem’s consent will be void. Any permitted assignee
must assume in writing all Supplier obligations under the PO.
FORCE MAJEURE: Neither party shall be liable for failure to perform its obligations under a PO if such failure results from an act of God, provided that the other party is notified in writing of these circumstances by the
affected party as soon as it becomes aware of the occurrence of such event and that the affected party uses all reasonable endeavors to prevent, avoid, overcome or mitigate the effects of such cause. Notwithstanding anything in these Terms to
the contrary, no delay or failure of to perform Supplier’s obligations hereunder will be excused to the extent it is caused by Supplier’s labor problems, or labor problems of Supplier’s subcontractors or suppliers, including, lockouts,
strikes, or slowdowns or Supplier’s inability, or the inability of Supplier’s subcontractors or suppliers to obtain power, materials, labor, equipment, or transportation. The doctrines of impossibility and impracticability will not apply
to the PO.
PUBLICITY: Neither party shall publish any advertising, marketing, sales promotion, press release or other publicity matter relating to the PO without the prior written consent of the other party.
REMEDIES: Tandem’s rights and remedies under these Terms are cumulative, non-exclusive, and in addition to any other remedies available at law or equity.
ENTIRE AGREEMENT: These Terms and any related confidentiality agreement executed by the parties, will govern the PO and constitutes the sole and entire agreement of the parties with respect to the PO, and supersedes all prior
or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the PO, provided, however, that these Terms will not supersede any provisions
of any other written agreement(s) in effect between the parties that governs the same subject matter of the PO.
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