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Introduction | Conditions of Sale 11Terms and Conditions of Sale Continuedin nature pursuant to Section 12 of these Terms and Conditions of Sale. BUYER has no authority to sublicense AMERICAN%u2019s proprietary product information. BUYER is strictly prohibited from disclosing, distributing, selling, or otherwise using AMERICAN%u2019s proprietary product information in any manner, and in the event of any such violation, AMERICAN shall be entitled to immediate injunctive and any other equitable relief and to receive damages resulting from the violation, including any legal fees incurred in enforcing the violation. Purchases from AMERICAN loyalty programs in the US and Canada (e. g., Partner Program) and through AMERICAN%u2019s AO Direct service are subject to all terms and conditions herein. Program details are available via your AMERICAN field sales representative.3. USE OF AO PURCHASING SERVICES AND INFORMATION. In connection with using or accessing AMERICAN%u2019s Purchasing Services (%u201cour Services%u201d), including but not limited to using the AO DIRECT service, BUYER agrees to comply with AMERICAN%u2019s policies, AMERICAN%u2019s Terms and Conditions, and all applicable laws, rules, and regulations, and you will not: (a) breach or circumvent any laws, regulations, third-party rights or AO%u2019s systems, services, or policies; (b) use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions; (c) transfer or permit access to your AO DIRECT account or user ID and password to another party without AMERICAN%u2019s consent; (d) distribute or permit distribution of viruses or any other technologies that may harm AMERICAN or the interests or property of users; (e) use or permit use of any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of AMERICAN; (f) interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure; (g) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, \AMERICAN. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to AMERICAN; (h) commercialize any AMERICAN application (e.g. AO DIRECT) or any information or software associated with such application, except with the prior express permission of AMERICAN; (i) harvest or otherwise collect information about AMERICAN product prices without AMERICAN%u2019s consent; or (j) circumvent any technical measures used to provide our Services. 4. NO THIRD PARTY BENEFICIARIES. The provisions of this Agreement shall only be for the benefit of, and enforceable by, the BUYER and AMERICAN and shall not inure to the benefit of or be enforceable by any third party.5. DELIVERY. BUYER shall be responsible for and shall pay all freight charges. All Products will be shipped by carrier(s) of AMERICAN%u2019s choice. For domestic shipment incoterms will be FCA AMERICAN%u2019s Home Office in Sheboygan, WI. For international shipment incoterms will be DAP Foreign BUYER%u2019S Address, and risk of loss and title passes at BUYER%u2019S Address except Company is not liable for any damage incurred during importation and/or clearance into a foreign country. When BUYER nominates a carrier, Products are released to a carrier at AMERICAN%u2019s home office in Sheboygan, WI with risk of loss and title passing to BUYER upon release to carrier. BUYER has the option to purchase insurance from AMERICAN. Shipping dates are estimates only and AMERICAN will use every reasonable effort to meet such estimated shipping dates; provided that if AMERICAN is unable to meet any shipping date, BUYER has no claim for damages resulting from any such delay in delivery. The Products shall be packed and shipped by AMERICAN in accordance with good commercial practices to ensure that the Goods are delivered in an undamaged condition. 6. RESALE OF PRODUCTS PROHIBITED. BUYER may not resell any Products purchased from AMERICAN as a finished good unless BUYER enters into an agreement to become an authorized licensed distributor of AMERICAN%u2019s products (herein an %u201cauthorized AMERICAN distributor%u201d). Nothing herein provides BUYER with any rights to use AMERICAN%u2019s intellectual property for the advertisement, offer for sale, or sale of Products unless BUYER is an authorized AMERICAN distributor, and then only under the express terms of the authorized AMERICAN distributor%u2019s agreement with AMERICAN. AMERICAN is not obligated to provide any technical or service support for any Products not purchased directly from AMERICAN or from an authorized AMERICAN distributor. All warranties for any Products not purchased directly from AMERICAN or from an authorized AMERICAN distributor are expressly voided upon each unauthorized resale.7. FORCE MAJEURE. AMERICAN shall not be liable for any delay, failure of delivery or other nonperformance attributable to any circumstances beyond its reasonable control, including, without limitation, any nonperformance or delays because of breakdowns in production equipment or unexpected production difficulties, strikes, work stoppages, unavailability of materials, accidents, shut-down or delay of suppliers, government orders, fires, explosions, weather or other acts of God, embargoes, inability to secure transportation facilities, or contingencies arising out of national defense activities, war, terrorism, or emergency conditions. 8. PAYMENT. Unless otherwise stated in the invoice, payments must be made in U.S. Dollars within 30 days of the date of invoice. All orders are subject to the approval of AMERICAN%u2019s credit department and AMERICAN may require full or partial payment in advance. Overdue invoices are subject to collection and carry a service charge of 1.5% per month or the maximum legally allowable rate. BUYER shall pay AMERICAN all legal costs and expenses, including attorneys%u2019 fees, incurred by AMERICAN in connection with its collection of BUYER%u2019S overdue account.9. INDEMNIFICATION. To the maximum extent allowed by law, BUYER must indemnify, hold harmless, and at AMERICAN%u2019s request, defend AMERICAN, its officers, directors, employees, agents, affiliates, successors and assigns from and against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including attorneys%u2019 fees) that AMERICAN may incur or be obligated to pay as a result of (i) BUYER%u2019S negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products, including, without limitation, any third party claims for personal injury or property damage; (ii) any infringement or alleged infringement of the industrial or intellectual property rights of others arising from BUYER%u2019S plans, specifications (including BUYER%u2019S trademarks and brand names) or production of the Products ordered by BUYER; (iii) BUYER%u2019S violation or alleged violation of any applicable international, federal, state, county or local laws or regulations; and/or (iv) BUYER%u2019S breach of these Terms and Conditions of Sale. AMERICAN%u2019s remedies hereunder are cumulative and in addition to those provided by law. 10. DATA PRIVACY. BUYER shall provide all specifications and other information to AMERICAN in accordance with all applicable international, federal, state and local laws, rules and regulations, including, without limitation, all applicable laws, rules and regulations governing data privacy and protected health information. Do not send patient-specific information or data to AMERICAN. 11. NON-WAIVER. AMERICAN%u2019s failure to enforce any provisions of these Terms and Conditions of Sale or any rights hereunder shall not operate as a waiver of such provisions or rights.12. ASSIGNMENT. BUYER may not assign its rights or obligations hereunder without the prior written consent of AMERICAN and any attempted assignment without such consent shall be null and void. 13. SEVERABILITY. If any provision of these Terms and Conditions of Sale shall under any circumstances be deemed invalid or inoperative, these Terms and Conditions of Sale shall be construed with the invalid or inoperative provision deleted, and the rights and obligations of the parties shall be construed andenforced accordingly.14. APPLICABLE LAW. Any dispute regarding the interpretation or validity hereof shall be governed by the internal laws of the State of Wisconsin without regard to any choice or conflicts of law provisions thereof. BUYER irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the state and federal courts in Sheboygan County, Wisconsin, for the resolution of any dispute between the parties concerning the Products or these Terms and Conditions of Sale; (ii) agrees not to commence any such proceeding except in such courts; and (iii) waives any objection to the laying of venue of any such proceeding in the state or federal courts located in Sheboygan County, Wisconsin. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to any transaction between AMERICAN and BUYER.15. CONFIDENTIALITY. The existence and terms and conditions of the order are proprietary business information of both parties and shall be kept confidential and used only in furtherance of a party%u2019s performance of its obligations hereunder, and such confidentiality obligations shall survive the fulfillment, modification, or cancellation of the order. The foregoing confidentiality obligations shall apply with respect to any non-public confidential or proprietary information provided by a party to the other party in connection with the solicitation of or work on the order, and expressly includes all proprietary product information of AMERICAN. The obligations of confidentiality do not apply to: a) information which at the time of disclosure is in the public domain, prior to the date of the disclosure by AMERICAN; b) information which, after disclosure, becomes part of the public domain by publication or otherwise through no breach of these Terms and Conditions of Sale by either party or a third party; c) information that was in both parties%u2019 possession at the time of disclosure; d) information received from a third party who is not under an obligation of confidentiality to AMERICAN; or e) information that is independently developed by BUYER without reference to the confidential information of AMERICAN.