1. APPLICABILITY: These Terms and Conditions of Sale (“Terms”) are incorporated by reference into every quotation, order acknowledgment, invoice or other sales document (collectively, “Sales Documents”) issued by International Engineering & Manufacturing, Inc. and/or its applicable affiliate(s) named therein (“Seller”) to the buyer and/or its applicable affiliate(s) named therein (“Buyer”).
2. OFFER AND ACCEPTANCE: Each quotation issued by Seller and each revision thereof (“Quotation”), whether or not issued in response to Buyer’s request for quotation (“RFQ”), constitutes an offer or counteroffer by Seller to sell the products described therein to Buyer. Alternatively, if no Quotation is issued, Seller’s order acknowledgment and each revision thereof (“Order Acknowledgment”) constitutes an offer or counteroffer by Seller to sell the products described therein to Buyer. Any of the following acts by Buyer shall constitute its acceptance of the Quotation or Order Acknowledgement: (i) acknowledging the Quotation or Order Acknowledgement; (ii) issuing a purchase order, release, scheduling agreement or other similar document for the products on the same or substantially the same terms as reflected on the face of the Quotation or Order Acknowledgement; (iii) accepting delivery of the products; or (iv) by any other conduct which recognizes the existence of a contract for the purchase and sale of the products. Upon Buyer’s acceptance, the Quotation, Order Acknowledgment and other Sales Documents, together with the mutually agreed-upon final drawings, specifications, statements of work and assignment of tasks and responsibilities, as each may be amended from time to time by mutual written agreement of the parties, are incorporated herein by reference and, together with these Terms, constitute the parties’ agreement (the “Agreement”). Neither Seller’s issuance of any Sales Document nor Seller’s manufacture or delivery of products shall constitute acceptance by Seller of any terms and conditions attached to or purportedly incorporated into any RFQ materials, purchase orders, releases, scheduling agreements or other purchasing documents issued by Buyer (collectively, “Purchasing Documents”), and any such terms and conditions are specifically excluded and are not incorporated into the Agreement. For avoidance of doubt, Seller objects to and rejects any additional and/or different terms proposed by Buyer in its Purchasing Documents (or otherwise) and such proposed additional and/or different terms are not part of the Agreement and shall have no effect with respect to any sales by Seller or purchases by Buyer of any products. Seller’s performance under any Purchasing Documents issued by Buyer is expressly limited to and conditioned upon Buyer’s acceptance of these Terms. Notwithstanding the foregoing, Seller reserves the right to reject any Purchasing Document not issued in compliance with the Agreement or any Purchasing Document that purports to include other terms not part of the Agreement. Any quotation issued by Seller shall expire thirty (30) days after its date of issuance, and may be reinstated only by Seller’s written confirmation.
3. PRICES: Prices for products are EXW Seller’s Hope, Michigan facility loading dock (Incoterms 2020) and are subject to change without notice to Buyer at any time prior to Seller’s Order Acknowledgment or shipment of products, whichever is earlier. Unless specifically otherwise agreed by Seller in writing, prices do not include the amounts of any applicable sales, use, transfer, excise or other taxes, tariffs or custom duties, and Buyer will pay directly or be charged by Seller for any such taxes, tariffs or custom duties levied upon the sale, transfer, import or use of the products sold hereunder.
4. PAYMENT TERMS; INTEREST ON LATE PAYMENT; SETOFF: Terms of payment, unless otherwise expressly agreed by Seller in writing, are as set forth on the face of the Sales Documents, or, if not so stated, are net ten (10) days from delivery. Buyer shall make all payments in United States currency. A one and one-half percent (1.5%) monthly service charge, or the maximum permitted by applicable law, will be added for every month or part of a month that the amount due remains unpaid after its due date. Until the products have been paid for in full, Buyer (i) will hold the products subject to a security interest or lien in favor of Seller allowing for the right of repossession by Seller to the extent permitted by applicable law, (ii) will not alter, remove, destroy, or damage any identifying mark on the products or their packaging, and (iii) will keep the products separate from any other goods. Notwithstanding the foregoing, if Buyer becomes delinquent in payment or otherwise fails to fulfill the terms of payment, in addition to and without prejudice to any other legal or equitable remedy, Seller shall have the right to (i) recall or withhold further deliveries of the products until past due payments are made, (ii) immediately terminate the Agreement or otherwise cancel all or any part of any order or release, and/or (iii) declare all unpaid amounts for any products previously delivered immediately due and payable. Buyer acknowledges and agrees that it may not set off or otherwise debit against or recoup from any amounts due or to become due to Seller or any amounts due or become due to Buyer, unless and until Seller agrees in writing to such setoff or recoupment, and Buyer shall not exercise any purported right to setoff, debit or recoupment in connection with any disputed, contingent, or unliquidated claim. In the event Buyer fails to the comply with the foregoing and improperly sets off, debits or recoups from amounts due or to become due to Seller, Seller shall be entitled, in addition to all of its other rights hereunder or otherwise, to withhold shipments of products until Buyer reverses such improper set off, debit and/or recoupment.
5. SHIPMENT; DELIVERY: Unless otherwise expressly agreed by Seller in writing, products will be delivered EXW Seller’s Hope, Michigan facility loading dock (Incoterms 2020). Title and risk of loss of or damage to all products sold will pass to Buyer upon delivery of the products as determined by the applicable Incoterms delivery terms. Shipping dates are approximate only. Orders with indefinite delivery dates are accepted upon the understanding that Seller shall have the right to fill said order as it sees fit and to hold the products for Buyer’s account, at Buyer’s expense and risk, pending receipt of definite delivery instructions. On any individual order or release against an order for products, Seller reserves the right to ship and invoice for a quantity of products which may vary up to ten percent (10%) over or under the quantity specified on the release and Buyer shall accept delivery and pay for such revised quantity and consider the shipment to be complete.
6. EXCUSABLE DELAY; FORCE MAJEURE: Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached the Agreement, for any delivery delays or nonperformance resulting from (a) delays in receipt of final specifications or instructions from Buyer, (b) changes in specifications, or (c) a force majeure event, including, without limitation, strikes, labor disturbances, material shortages, nonperformance by subcontractors or suppliers, abnormal manufacturing conditions, delays or failures of carriers, telecommunications breakdowns, fire, flood, storms, riot, war, terrorism, invasion, governmental orders, acts of God, pandemics, epidemics, or other similar or dissimilar events beyond Seller’s reasonable control (“Force Majeure”). For avoidance of doubt, to the extent that any such failure or delay causes Seller to reduce or suspend its production or deliveries, the time for Seller’s performance shall be automatically extended for so long as required for Seller to overcome such failure or delay. Upon the occurrence of a force majeure event, Seller shall have the right to immediately terminate the Agreement or otherwise cancel all or any part of any order or release without liability to Buyer. Cancellation of any part of an order shall not affect Seller’s rights to payment for any products delivered.
7. INSPECTION: Buyer agrees to inspect products delivered by or for Seller within ninety-six (96) hours after delivery in accordance with the Incoterm delivery term for patent nonconformities, including, without limitation, with respect to quantities, packaging, materials, and workmanship, and all products delivered shall be conclusively deemed accepted and to conform to contract requirements unless Buyer provides Seller notice of a potential non-conformity in writing within such ninety-six (96) hour period. In such event, Seller will have the opportunity to inspect and conduct a root cause of the allegedly affected product(s) to determine whether the product(s) are Non-Conforming, as provided in Paragraph 9 hereto.
8. ORDER CANCELLATIONS: UNLESS OTHERWISE MUTUALLY AGREED IN WRITING, NO ORDER MAY BE CANCELLED BY BUYER NOR WILL SELLER CONSENT TO ANY CANCELLATION UNLESS BUYER PROVIDES WRITTEN NOTICE TO SELLER AT LEAST ONE HUNDRED EIGHTY (180) DAYS PRIOR TO THE AGREED-UPON ESTIMATED DELIVERY DATE. If Buyer cancels an order or any portion of an order in less than one hundred eighty (180) days prior to the agreed-up estimated delivery date and/or without Seller’s express written consent, Buyer agrees to pay Seller, at a minimum, a reasonable cancellation fee (“Cancellation Fee”). Unless otherwise mutually agreed in writing, the Cancellation Fee shall be fifteen percent (15%) of the total amount of Buyer’s cancelled order. Seller also reserves its right to recover from Buyer any and all damages, costs and expenses incurred by Seller as a result of Buyer’s cancellation, including, without limitation, those necessary to compensate Seller for any loss in profits that it may suffer in the event that Seller is unable to resell the products at the contract price.
9. LIMITED WARRANTY AND DISCLAIMERS; NON-CONFORMING PRODUCTS; REMEDIES: Seller warrants only that products supplied conform to applicable specifications. Unless otherwise specified in writing by Seller, the length of the warranty shall be one (1) year from delivery to Buyer.
Specifically excluded from this paragraph and any warranty offered by Seller are the following, for which Seller shall have no liability whatsoever: (i) any design defects, unless the design is determined solely by Seller; (ii) defects or damage caused by unauthorized or improper attachment, installation, alteration, repair, maintenance (including failure to provide appropriate maintenance), handling or operation of the products by Buyer or any third party; (iii) products considered by Seller to be samples, prototypes, development or pre-production products, which are provided on an “AS IS” basis only; (iv) any component, system, or assembly not manufactured or sold by Seller and/or the integration, incorporation, interaction, connection, placement, or use of conforming products in or with any such component, system, or assembly, (v) products that have been subject to damage attributable to or caused by: (a) misuse, abuse, vandalism or any transit related damage; (b) acts of God or insurrection; (c) normal wear and tear; (d) or any other similar or dissimilar acts that are beyond Seller’s reasonable control.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AGAINST INFRINGEMENT, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES OF THE BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES OR THIS LIMITATION WILL BE BINDING UPON SELLER UNLESS IN WRITING AND SIGNED BY A DULY AUTHORIZED OFFICER OF SELLER.
Buyer shall provide written notice to Seller of any purported non-conformance of the products within ninety-six (96) hours following delivery or, if Buyer’s inspection of the products could not have uncovered the purported non-conformance, within seven (7) days of Buyer’s discovery of the purported non-conformance or within seven (7) days of when Buyer reasonably should have discovered the purported non-conformance. Whether the products are non-conforming shall be determined either by mutual written agreement of the parties, or, in the event that the parties cannot reach such agreement, as determined by Seller pursuant to a root cause analysis of all (or, if impracticable, a random statistically significant sample, as agreed by the parties) of the products and the entire system or assembly into which the products are incorporated and/or controlled by that could have contributed to the alleged non-conformity of the products. In the event that the products are determined by Seller’s agreement or root cause analysis to be nonconforming (each a “Non-Conforming Product”), Seller’s sole and exclusive obligation under this warranty, and Buyer and/or Buyer’s customer’s SOLE AND EXCLUSIVE REMEDY, is limited to either replacement of any such Non-Conforming Product(s) or a refund of the purchase price for any such Non-Conforming Product(s).
10. INTELLECTUAL PROPERTY; INFRINGEMENT INDEMNIFICATION: In the absence of a written agreement to the contrary, all right, title to, and interest in all intellectual property (including patents, trade secrets, copyright, design rights, and trade marks) and materials (including all plans, diagrams, specifications, designs, data, drawings and models) which are developed, designed or generated by Seller prior to and during the performance of the Agreement shall be owned by Seller as legal and beneficial owner.
Seller shall conduct, at its own expense, the entire defense of any claim, suit or action alleging that the use or resale by Buyer or any subsequent purchaser or user of the products directly infringes any U.S. patent, but only on the condition that (a) Seller receives prompt written notice of such claim, suit or action by Buyer and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all information available to and the cooperation of Buyer for such defense; (b) the products were made according to a specification or design furnished entirely by Seller, or, if a process patent is involved, the process was recommended in writing by the Seller, and (c) the claim, suit, or action is brought against Buyer. Provided all of the foregoing conditions have been met, Seller shall, at its own expense, either settle said claim, suit or action or shall pay all damages, excluding any and all incidental, indirect, accidental or consequential damages, and costs awarded by the court therein (“Seller Defense Obligation”). If the use or resale of such products is finally enjoined, Seller shall, at Seller’s option, (i) procure for Buyer the right to use or resell the products, (ii) replace the products with equivalent non-infringed goods, (iii) modify the products so they become non-infringing but equivalent, or (iv) refund the purchase price (less a reasonable allowance for use, damage and obsolescence) to the Buyer.
In the event that the products were made, in whole, or in part, according to a specification, design and/or process furnished, required or recommended by Buyer, Seller shall have no Defense Obligation to Buyer, and Buyer will defend, indemnify and hold harmless Seller, its affiliates, officers, directors, employees, agents, successors and assigns (“Indemnitees”) and defend the Indemnitees from and against any and all claims, liabilities, lawsuits, losses, costs, expenses, or damages (including reasonable attorney and professional fees) that arise out of or result from, or are in any way related to any such specification, design and/or process furnished, required or recommended by Buyer, including, without limitation, any allegations of infringement of any third party’s intellectual property rights, whether such claims are premised on contract, tort or otherwise, including strict liability.
11. INDEMNIFICATION Buyer expressly agrees to indemnify, defend, and hold harmless Seller, its affiliates, officers, directors, employees, agents, successors and assigns from and against any and all claims, liabilities, lawsuits, losses, costs, expenses and damages (including reasonable attorney and professional fees) that arise out of or otherwise relate to the Agreement (including, without limitation, any breach thereof) and/or the products, whether such claims are founded in contract, tort or otherwise, including strict liability. Buyer shall comply with and require its agents and employees to comply with all directions, safety notices, warnings and other instructions furnished by Seller, and Buyer shall use, and require its agents and employees to use, reasonable care in the use of the products. If Buyer fails to observe the provisions of this section, or if any injury or damage is caused, in whole or in part, by Buyer’s failure to comply with applicable federal, state or local safety requirements, Seller shall have no obligation to Buyer or any other person or entity in respect thereof, and Buyer shall indemnify and hold Seller harmless against any claims, losses or expenses (including reasonable attorney and professional fees) for injury or damages arising directly or indirectly from any such failure. Seller specifically disclaims any and all liability arising out of the use of the products supplied hereunder other than the warranty obligations of Seller to Buyer.
Seller’s obligation to indemnify, defend and hold Buyer harmless arising from any set of facts is limited to (i) claims brought by third parties unrelated to Buyer; (ii) damages caused by a Non-Conforming Product and/or Seller’s gross negligence; and (iii) Buyer is without fault. Seller will conduct the defense of the claim in accordance with Seller’s Defense Obligation set forth above. Seller shall have no indemnification obligation whatsoever to the extent that the claims, liabilities, lawsuits, losses, costs, expenses, or damages arise from and/or are caused by: (i) defects or damage caused by unauthorized or improper installation, alteration, repair, maintenance (including failure to provide appropriate maintenance), handling or operation of the products by Buyer or any third party; (ii) any component, system, or assembly not manufactured or sold by Seller and/or the integration, incorporation, interaction, connection, placement, or use of conforming products in or with any such component, system, or assembly, (iii) Buyer, its employees’, agent’s, customer’s, or any other third party’s failure to comply with all directions, safety notices, and/or other instructions furnished by Seller; (iv) Buyer’s employees’, agent’s, customer’s, or any other third party’s failure to comply with any applicable local, state and/or federal laws, requirements, or guidelines; (v) products that have been subject to damage attributable to or caused by: (a) misuse, abuse, or vandalism or any transit related damage; (b) acts of God or insurrection; (c) normal wear and tear; (d) or any other acts that are beyond Seller’s reasonable control.
12. RESALE OF PRODUCTS: (a) On any resale of the products, Buyer shall contractually limit its customer’s rights and remedies against both Buyer and Seller to the same extent as these Terms limit Buyer’s rights and remedies. (b) As it pertains to a reseller of products, Seller grants to Buyer a limited, revocable, nonexclusive, nontransferable license to use the Woody’s® trademark, service marks, or trade names owned by the Seller solely for the purposes of buying, promoting, or reselling the affiliated goods, and for no other purpose except as may be agreed to in writing, from time to time, by Seller. This license to use Seller’s Woody’s® marks and trade names is given to the Buyer alone and only for these limited uses. Buyer acknowledges that all use of Woody’s® marks and trade names shall inure to the benefit of Seller who owns them and that nothing in the Agreement confers upon Buyer any goodwill or any other interest in these marks and trade names. (c) As it pertains to a private label reseller of the products, Buyer is solely and exclusively responsible for its labeling, including, but not limited to, ensuring its non-infringement of other’s trademark or other proprietary rights, its accuracy and non-deceptive representations, and that it has all warnings and/or instructions necessary and adequate to prevent any unreasonable risk to those being supplied with the products. Buyer represents and warrants that it has the actual knowledge about the properties of the products, including any potential hazards or adverse effects related to these products, to make all such warnings, instructions, and labels necessary and adequate to prevent such unreasonable risk.
13. LIMITATION OF ACTIONS: Any action arising out of or related to the Agreement (whether alleging breach or tortious conduct by Seller) and/or the products supplied by Seller, must be commenced within one (1) year after the cause of action has accrued.
14. LIMITATION AND EXCLUSION OF LIABILITY: In the event any remedy hereunder fails of its essential purpose and monetary damages may be imposed, Seller’s liability, whether founded in contract or tort (including negligence), arising out of or resulting from (i) the Agreement or the performance or breach thereof, (ii) the design, manufacture, delivery, sale, repair, replacement or use of products (iii) the furnishing of any such service, except in the case of Seller’s gross negligence and/or willful and intentional misconduct, shall not exceed 1.5 times the purchase price of the products at issue. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SELLER SHALL NOT BE LIABLE TO BUYER UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES SUSTAINED BY BUYER, INCLUDING, WITHOUT LIMITATION, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES, LOSS OF PROFITS, ATTORNEYS’ FEES, RECALLRELATED EXPENSES, LOSS OF USE OF THE PARTS, COST OF CAPITAL, COST OF ANY LINE STOPPAGES OR PLANT SHUTDOWNS.
15. BUYER TERMINATION: Buyer may only terminate the Agreement upon a material breach by Seller that remains uncured forty-five (45) days after Seller’s receipt of written notice of such breach from Buyer (together with all necessary supporting information and documentation evidencing such breach). Under no circumstances shall Seller have any obligation to assist Buyer is any transition of supply of the products to any other supplier.
16. SELLER TERMINATION: Seller may terminate the Agreement for any reason at any time upon thirty (30) days’ advanced written notice to Buyer. Seller may terminate the Agreement immediately upon the occurrence of any of the following: (i) Buyer’s breach, threat to breach and/or repudiation of any representation, warranty or other term of the Agreement; (ii) Buyer’s assignment for the benefit of creditors, or proceedings in bankruptcy or insolvency are instituted by or against Buyer; (iii) Buyer’s request for accommodation from Seller, financial or otherwise, in order to meet its obligations under the Agreement; (iv) Buyer’s entering or offering to enter into a transaction that includes a sale of a substantial portion of its assets or a merger, sale or exchange of stock or other equity interests that would result in a change in control within the meaning of the Internal Revenue Code and regulations issued thereunder; (v) financial or other condition that could, in Seller’s sole judgment, endanger Buyer’s ability to perform; or (vi) any other basis provided for in the Agreement. Under no circumstances shall Seller have any obligation to assist Buyer is any transition of supply of the products to any other supplier.
17. LABOR CERTIFICATION: Seller and Buyer hereby certify that they comply with the Fair Labor Standards Act, as amended, and all regulations and orders issued pursuant thereto.
18. INSURANCE: Buyer shall provide and maintain adequate insurance for the products delivered hereunder against loss or damage by fire or other causes during the time between delivery and final payment, in an amount fully protecting the Seller. Loss or damage by fire, Force Majeure, or other causes within such period shall not relieve Buyer from its obligations under the Agreement.
19. GOVERNING LAW; JURISDICTION: The validity, interpretation and enforcement of the Agreement, matters arising out of or related to the Agreement (including, without limitation, its making, performance or breach) or the products, and any and all related matters shall be governed by the laws of the State of Michigan. Seller shall, in addition to the rights and remedies set forth herein, be entitled to all rights and remedies provided for under the Uniform Commercial Code and at equity. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions that would require application of another choice of law, are excluded. The parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the applicable state and federal courts of the State of Michigan.
20. PROPERTY: All materials, tools, dies, special dies, patterns, jigs, gauges, fixtures, drawings, designs, samples, tooling aids, molds and/or any other property (collectively “Property”) that is separately negotiated and fully paid for by Buyer in accordance with the payment terms set forth in the Sales Document or other otherwise under a separate written agreement shall become the property of Buyer (“Buyer’s Property”). All Property, other than Buyer’s Property, shall be and remain the property of Seller (“Seller’s Property”). During its use at Seller’s facility, Buyer’s Property shall be held for the exclusive use of Buyer and shall be maintained in accordance with Seller’s usual maintenance practice. Seller shall be under no obligation whatsoever to maintain, repair, or replace any of Buyer’s Property beyond the normal maintenance required to allow for production of the estimated volumes and other terms set forth in the Sales Document. Buyer shall bear the risk of ordinary wear and tear, loss or damage to Buyer’s Property other than such intentionally caused by Seller. At the request of Buyer and to the extent practicable, Buyer’s Property shall be identified by appropriate markings. Prices for Buyer’s Property do not include transportation costs, storage beyond completion of the Agreement, or the costs of marking or packaging. Buyer acknowledges that Seller’s possession of Buyer’s Property is integrally related to Seller’s performance under the Agreement. Consequently, upon termination, expiration or cancellation of the Agreement, Seller shall have a lien on and may maintain possession of Buyer’s Property until Seller is paid in full for all amounts due under the Agreement. Furthermore, Buyer shall not have any interest in or right to purchase Seller’s Property, even if used in the production of the products.
21. CONFIDENTIALITY: Any and all information, in whatever form transmitted, and items embodying information (including photographs, samples, models, prototypes) disclosed by or on behalf of Seller to the Buyer or to which Buyer is exposed, including, without limitation, manufacturing methods, procedures, processes, technologies, know-how, trade secrets, formulas, ideas, inventions, drawings, specifications, product data, designs, software, business plans, marketing plans, business operation information, financial information, pricing information, strategies, customer lists, supplier lists, and any representations, compilations, analysis, and summaries of the foregoing (“Confidential Information”) shall be held by Buyer in strict confidence and used solely for the purpose of doing business with Seller. Buyer shall restrict access to and limit disclosure of Seller’s Confidential Information to Buyer’s employees, directors, officers, and advisors with a need to know the information to accomplish the purpose of the Agreement, provided that they have been instructed and are bound in writing not to disclose the Confidential Information or use it for any purpose other than as permitted under the Agreement. Buyer shall be fully liable to Seller for any breach of the Agreement by such persons. Buyer shall not disclose or transfer any of Seller’s Confidential Information, either directly or indirectly, to any other person or entity without the written consent of Seller.
22. ASSIGNMENT: Buyer may not assign the Agreement, in whole or in part, without the prior written consent of Seller. Any attempted assignment or subcontracting by Buyer without such consent shall be ineffective and will not relieve Buyer of its duties or obligations under the Agreement. In the event of a proper assignment, the Agreement shall be binding upon and inure to the benefit of the Buyer’s successors and assigns.
23. SERVICE PARTS: Unless otherwise mutually agreed in writing, Seller shall not have any obligation to supply Buyer with any service or replacement parts after the production life of the products.
24. ENTIRE CONTRACT: The Agreement contains the entire understanding of the parties and is intended as a final expression of their agreement and a complete statement of the terms thereof, and may not be amended, modified or otherwise supplemented unless any such amendment, modification, or supplementation is done so in writing and explicitly references the Agreement and is signed by both authorized representatives of both parties hereto.