The following are terms and conditions of sale (“Terms of Sale”) issued by TK Elevator Manufacturing, Inc. d/b/a Vertical Express (“VERTICAL EXPRESS”) to VERTICAL EXPRESS’s customer (“Purchaser”). All orders are subject to these Terms of Sale, which VERTICAL EXPRESS may change or supplement at any time and from time to time at VERTICAL EXPRESS’s discretion. No modifications of, or additions to, these Terms of Sale will be recognized unless specifically agreed to in writing by an authorized representative of VERTICAL EXPRESS. These Terms of Sale shall be deemed to be included as part of any order or orders placed with VERTICAL EXPRESS. VERTICAL EXPRESS hereby rejects and objects to any terms, whether or not contained in any offer, acknowledgment, purchase order or other similar document, that modify, are in addition to, contradict or are in any way different from or inconsistent with these Terms of Sale. Any such offer, acknowledgment, purchase order or other similar document is accepted by VERTICAL EXPRESS only on the express condition that any such terms contained therein shall be of no effect and that the obligation and liability of VERTICAL EXPRESS shall be determined solely by VERTICAL EXPRESS’s own terms of sale, unless such other terms are expressly agreed to in writing, by an authorized representative of VERTICAL EXPRESS. No agent or employee of VERTICAL EXPRESS shall have the authority to waive or modify any of these Terms of Sale without the express written approval of an authorized representative of VERTICAL EXPRESS. Purchaser shall be deemed to have consented to VERTICAL EXPRESS’ Terms of Sale upon acceptance by VERTICAL EXPRESS of any order or orders placed with VERTICAL EXPRESS. In the event that any portion of these Terms of Sale are deemed invalid or unenforceable by a court of law, administrative agency or body, public policy or statute, such finding shall not affect the validity and enforceability of any other portion of these Terms of Sale. VERTICAL EXPRESS rights under these Terms of Sale shall be cumulative and VERTICAL EXPRESS failure to exercise any rights given hereunder shall not operate to waive or forfeit any of said rights and any extension, indulgence or change by VERTICAL EXPRESS in the method, mode or manner of payment or any of its other rights shall not be construed as a waiver of any of its rights under these Terms of Sale.
PRICES: Prices shown in any price list, catalog or bulletin are subject to change without notice and are further subject to written confirmation by quotation from authorized personnel of VERTICAL EXPRESS. Quotations expire in 30 days unless otherwise advised in writing.
TAXES/CUSTOMS/DUTIES: Published or quoted prices do not include federal, state or local sales, use, excise, property, license, privilege, value added, gross receipts or similar taxes which may now or hereafter be applicable. All applicable taxes must be paid by the Purchaser. If Purchaser is exempt from the payment of any tax or holds a direct payment permit at the time of the placement of order, Purchaser shall provide VERTICAL EXPRESS a copy, acceptable to the relevant governmental authorities of any such certificate or permit. VERTICAL EXPRESS’ price excludes customs, duties and other similar fees which may not or hereafter be applicable. Purchaser agrees to pay or reimburse any such customs, duties and other fees which VERTICAL EXPRESS or its suppliers are required to pay or collect. VERTICAL EXPRESS neither represents nor guarantees that any of its equipment/product(s) qualify as originating under the United States-Mexico-Canada Agreement, Buy America, General System of Preferences or other relevant, existing or future trade agreements or tariff preference programs. Any duties, fees, taxes, other charges or exactions on the equipment/product(s) ordered by Purchaser payable to any government or other entity are the sole responsibility of the Purchaser.
DELIVERY: Prices are F.O.B. point of shipment with transportation costs to be paid by the Purchaser. Purchaser shall be responsible for any and all demurrage, detention, customs broker and freight forwarder fees, warehouse and terminal charges, insurance, inspection, storage, special notifications, and special equipment/handling charges shall be at the Purchaser's additional expense unless otherwise agreed in writing by VERTICAL EXPRESS. Shipping and delivery dates are estimates only and are contingent upon Purchaser's timely approvals and delivery by Purchaser of any documentation required for VERTICAL EXPRESS's performance hereunder. VERTICAL EXPRESS shall not be liable for any penalties or damages of any kind if anticipated shipment dates are not met. Delivery times shall be automatically extended as needed to resolve any technical matters between the parties with respect to the delivery, installation or use of the equipment/product(s). If the scheduled delivery of equipment/product(s) is delayed by Purchaser, VERTICAL EXPRESS may store in its facility or move the equipment/product(s) ordered by Purchaser to storage, at Purchaser's sole cost, expense and risk, whereupon the equipment/product(s) are deemed to be delivered and accepted by Purchaser and all payments shall be accelerated and come immediately due and payable on the date VERTICAL EXPRESS is prepared to make delivery notwithstanding any terms to the contrary stated in these terms and conditions. VERTICAL EXPRESS may make partial deliveries.
ORDERS: All orders are subject to credit approval by VERTICAL EXPRESS. All orders must be bona fide commitments showing definite prices, mutually agreed upon delivery dates, stipulated quantities and complete item descriptions.
CANCELLATION and ALTERATION: All sales are final. An order may be canceled or altered by the Purchaser only upon payment of charges based upon costs incurred and commitments made by VERTICAL EXPRESS. VERTICAL EXPRESS reserves the right to supply assemblies in lieu of subassemblies or components which are not available outside of assembly, and to supply equipment/parts of current design or availability in lieu of obsolete or non-available equipment/parts, where such substitutions are deemed by VERTICAL EXPRESS to be appropriate. A change order is not binding on either party unless mutually agreed to in writing. VERTICAL EXPRESS has no obligation to perform any changes until the change order is mutually agreed in writing.
TITLE, DAMAGE and RISK OF LOSS: All equipment/product(s) are packed and marked for shipment according to good commercial practice only. No special packaging, preservation, or marking is included, except upon specific written agreement by authorized VERTICAL EXPRESS personnel. Title and risk of loss for the equipment/product(s) ordered by Purchaser shall transfer to Purchaser upon delivery of the equipment/product(s) to the first carrier for shipment. VERTICAL EXPRESS retains a purchase money security interest on and in such equipment/product(s) until VERTICAL EXPRESS receives payment in full, and Purchaser will cooperate with VERTICAL EXPRESS to perfect any such interest as deemed reasonably necessary by VERTICAL EXPRESS. Upon delivery to the carrier and its receipt for the equipment/product(s), responsibility for the delivery intact to the destination rests with the carrier, not VERTICAL EXPRESS. All shipments should be inspected upon receipt at the destination for visible or concealed damage. Claims for loss or damage should be filed immediately by Purchaser with the carrier. A concealed damage claim is required to be filed by the Purchaser with the carrier when damage is not externally visible. VERTICAL EXPRESS will assist insofar as is practical in Purchaser’s pursuit of satisfactory adjustment of claims; however, all claims for loss and damage must be made by the Purchaser to the carrier.
TERMS of PAYMENT and RELATED REMEDIES: (a) For new installation equipment/system, terms of payment shall be as set forth in the applicable quote issued by VERTICAL EXPRESS for the new installation equipment/system. (b) For service spare parts/components, payment shall be due and payable in full within thirty (30) days after Purchaser’s receipt of invoice or as otherwise mutually agreed in the order for the service spare parts/components.
(i) All payments are due without offset by VERTICAL EXPRESS. (ii) VERTICAL EXPRESS has no obligation to ship any equipment/product(s) to Purchaser or to complete future milestones until Purchaser is current on all payments due. (iii) If in the judgment of VERTICAL EXPRESS, the financial condition of Purchaser at any time prior to shipment does not justify the terms of payment originally specified, VERTICAL EXPRESS may require payment in advance, payment security satisfactory to VERTICAL EXPRESS, or may terminate the order or orders for default, whereupon VERTICAL EXPRESS shall be entitled to receive the charges set forth in the Termination for Default Section below. If shipment is delayed by Purchaser, all payments shall become immediately due and payable on the date VERTICAL EXPRESS is prepared to ship. Delays in shipment or nonconformities in any installments delivered shall not relieve Purchaser of its obligation to accept and pay for remaining installments. (iv) Purchaser shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1 1/2% per month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts. (v) In the event a third party is retained to enforce, construe or defend any of these Terms of Sale or to collect any monies due hereunder, either with or without litigation, the prevailing party shall be entitled to recover all reasonable attorney’s fees, court costs and all reasonable costs of litigation.
INDEMNITY: In consideration of VERTICAL EXPRESS providing to Purchaser the equipment/product(s) ordered, Purchaser expressly agrees, to the fullest extent permitted by law, to indemnify, defend, save harmless, discharge, release and forever acquit VERTICAL EXPRESS, its directors, officers, agents, employees, attorneys, insurers and suppliers (hereinafter the “indemnified parties”) from and against any and all claims, demands, suits, costs and expenses (including attorney’s fees, court costs and all reasonable costs of litigation) and proceedings of any nature whatsoever, including, but not limited to, all claims, demands, suits, costs and expenses (including attorney’s fees, court costs and all reasonable costs of litigation) and proceedings relating to and/or associated with damage to property (including the equipment/product(s) provided by VERTICAL EXPRESS), injury (including death) to persons, or economic loss of any type or kind alleged to have arisen from, and/or in connection with, the purchase, delivery, use, misuse, handling, application, installation, removal, presence, maintenance, manufacture, design, condition or operation of the equipment/product(s) ordered by Purchaser and/or provided by VERTICAL EXPRESS, specifically including claims, demands, suits, expenses, proceedings or losses alleged or proven to have arisen from the joint or sole negligence of the indemnified parties. Purchaser hereby waives the right of subrogation against the indemnified parties.
In addition, Purchaser expressly agrees to name VERTICAL EXPRESS, its directors, officers, agents, employees and suppliers as additional insured in its liability and all excess (umbrella) liability insurance policies. Such insurance must insure VERTICAL EXPRESS., its directors, officers, agents, employees and suppliers for those claims or losses referenced in the above paragraph. Such insurance shall be primary and non-contributory.
LIMITATION OF LIABILITY. (A) IN NO EVENT SHALL VERTICAL EXPRESS, ITS PARENT, SUBSIDIARIES AND AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE EQUIPMENT/PRODUCT(S), COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, DELAYS, AND CLAIMS OF CUSTOMERS OF THE PURCHASER OR OTHER THIRD PARTIES FOR ANY DAMAGES. VERTICAL EXPRESS’ LIABILITY FOR ANY CLAIM WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE ORDER OR ORDERS PLACED BY PURCHASER OR THE PERFORMANCE OR BREACH THEREOF, OR FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, OPERATION OR USE OF ANY EQUIPMENT/PRODUCT(S) FURNISHED PURSUANT TO THE ORDER OR ORDERS PLACED BY PURCHASER, OR FROM ANY SERVICES RENDERED IN CONNECTION THEREWITH, SHALL IN NO CASE EXCEED THE PURCHASE PRICE ALLOCABLE TO THE EQUIPMENT/PRODUCT(S) AND/OR SERVICES OR PART THEREOF WHICH GIVES RISE TO THE CLAIM. (B) ALL CAUSES OF ACTION AGAINST VERTICAL EXPRESS ARISING OUT OF OR RELATING TO THE ORDER OR ORDERS OR THE PERFORMANCE OR BREACH HEREOF SHALL EXPIRE UNLESS BROUGHT WITHIN ONE YEAR OF THE TIME OF ACCRUAL THEREOF. (C) IN NO EVENT, REGARDLESS OF CAUSE, SHALL VERTICAL EXPRESS BE LIABLE FOR THE ACTS OR OMISSIONS OF PURCHASER OR THIRD PARTIES.
CERTIFICATION: By accepting the equipment/product(s) ordered, the Purchaser hereby certifies that the equipment/product(s) shall be installed by a trained elevator professional who has the training, experience and knowledge to safely, appropriately and properly install the equipment/product(s) purchased as required by all applicable Federal, State and Local authorities and/or codes. In addition, Purchaser hereby certifies that it has obtained any and all necessary Federal, State and Local governmental approvals, permits and inspections to effectuate such proper installation.
RETURN of EQUIPMENT: No equipment/product(s) are to be returned without first obtaining VERTICAL EXPRESS’ written permission and a return material identification tag. Equipment/product(s) must be properly packed to protect against physical damage during shipment and must be shipped prepaid. Equipment/product(s) ordinarily carried in stock may be accepted for return, subject to a minimum service charge of $25.00 or 10% of the invoiced amount, whichever is greater.
LIMITED WARRANTY, DISCLAIMER of WARRANTIES and LIMITATION OF REMEDY: VERTICAL EXPRESS warrants its equipment/product(s) against defects in material or workmanship to the original purchaser provided the material has been properly cared for, properly installed, and operated under normal conditions and as set forth in the VERTICAL EXPRESS LIMITED WARRANTY POLICY (“Warranty Policy”) published at Warranty Policy
in effect as of the date of the order of the equipment/product(s) by Purchaser. VERTICAL EXPRESS reserves the right to change the Warranty Policy at any time and from time to time without notice. Except as set forth herein, VERTICAL EXPRESS MAKES NO WARRANTY OR OTHER REPRESENTATION OF ANY KIND, EXPRESS OR IMPILED, CONCERNING THE EQUIPMENT/PRODUCT(S), INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NO SUCH WARRANTIES SHALL BE IMPLIED BY LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. This Limited Warranty, Disclaimer of Warranties and Limitation of Remedy runs with the equipment/product(s). ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT OF THE APPLICABLE LAW.
The exclusive remedy under this Limited Warranty or under any other claim shall be limited to repair or, at VERTICAL EXPRESS’ option, replacement of any defective equipment/product(s), regardless of whether such defect arises out of VERTICAL EXPRESS’ breach of warranty, negligence, strict liability in tort or any other cause of action. No repair or replacement of the equipment/product(s) shall extend the Limited Warranty given herein. Any improper revisions, additions, or alterations to the equipment/product(s); any use of equipment or materials that do not meet VERTICAL EXPRESS’ specifications; any use of improper or unbalanced power supply; any improper or inadequate installation or maintenance of the equipment/product(s); or any abuse or misuse of the equipment/product(s) shall void this Limited Warranty. Any legal action against VERTICAL EXPRESS for breach of warranty, breach of contract, negligence, strict liability in tort or any other cause of action, whether at law or at equity, must be instituted within one year of the date of shipment of the equipment/product(s).
Where commercially reasonable, VERTICAL EXPRESS may require that equipment/product(s) being repaired or replaced under this Limited Warranty be returned to the location where the equipment/product(s) are being manufactured. In certain cases it may be impractical for the allegedly defective equipment/product(s) to be returned to VERTICAL EXPRESS before a replacement has been received. Such warranty replacements must be ordered by the Purchaser, who will be invoiced for such replacements at VERTICAL EXPRESS’ established prices. VERTICAL EXPRESS will, however, allow credit for any such equipment/product(s) which prove to be defective and are prepaid within forty-five days from the date VERTICAL EXPRESS ships the replacement equipment/product(s). VERTICAL EXPRESS will ship all replacement equipment/product(s) prepaid by the most economical surface transportation. If air or other priority shipment is requested, the Purchaser will pay the total transportation charges. VERTICAL EXPRESS shall have no liability for any labor and/or service charges incurred in the removal or replacement of defective equipment/product(s) or the cost of transportation of defective equipment/product(s) returned to VERTICAL EXPRESS upon VERTICAL EXPRESS’ commercially reasonable request.
As does all fine mechanical apparatus, the equipment/product(s) manufactured by VERTICAL EXPRESS require(s) maintenance service and should be periodically examined, inspected, lubricated, and adjusted by properly trained and competent personnel. This limited warranty is not intended to and does not supplant the normal servicing of the equipment.
TERMINATION FOR DEFAULT. (a) Either party may terminate the order or orders for the equipment/product(s) placed by Purchaser for cause if the other party is in material breach of these Terms of Sale and such breach is not cured within 30 days after the non-breaching party issues written notice to the breaching party. VERTICAL EXPRESS may terminate the order or orders for the equipment/product(s) placed by Purchaser immediately for cause if Purchaser fails to comply with its obligations under Compliance with Laws. (b) Effect of termination. If the order or orders for the equipment/product(s) placed by Purchaser is terminated due to Purchaser's breach, Purchaser shall pay VERTICAL EXPRESS 100% of the sale price under the order or orders for the equipment/product(s). If the order or orders for the equipment/product(s) placed by Purchaser is terminated due to
VERTICAL EXPRESS's breach, Purchaser shall pay VERTICAL EXPRESS the sale price of the equipment/product(s) based on percentage of work completed as of the effective date of termination, plus costs incurred from vendors as a result of early termination. VERTICAL EXPRESS may attempt to mitigate the monetary impact of cancellation or termination, at its discretion. (c) Upon receipt of payment, VERTICAL EXPRESS will deliver the equipment/product(s) to Purchaser, or scrap the same at Purchaser's direction.
COMPLIANCE WITH LAWS. Purchaser will comply with all federal, state, local and foreign rules, regulations, ordinances and laws applicable to Purchaser's obligations under these Terms of Sale and its operations or use of the equipment/product(s) ordered by Purchaser, including but not limited to those regarding fire, safety, health, building, the environment, data protection, data privacy, conflict minerals, human trafficking/slavery, export/import, labor and anti-corruption. Nothing contained herein shall be construed as imposing responsibility or liability upon VERTICAL EXPRESS for obtaining any permits, licenses or approvals from any agency required in connection with the supply, erection or operation of the equipment/product(s). In no event shall VERTICAL EXPRESS be responsible for liability arising out of use of the equipment/product(s) in association with other equipment of Purchaser, the alteration of the equipment/product(s) by any party other than VERTICAL EXPRESS, or the violation of any laws relating to or caused by Purchaser's design, location, operation, or maintenance of the equipment/product(s).
Purchaser acknowledges that the equipment/product(s) if any, which are purchased or received under these Terms of Sale may be subject to the export controls of the U.S. Export Administration Regulation, the U.S. Department of Treasury Office of Foreign Assets Control, the U.S. Department of State and other U.S. agencies, as well as the export control regulations of the European Union, the United Nations Security Council, and other foreign governments ("Export Control and Economic Sanctions Laws"). Purchaser agrees that any export, resale, or re-export of VERTICAL EXPRESS's equipment/product(s) shall be in compliance with all applicable Export Control and Economic Sanctions Laws, Unless licensed to do so, Purchaser agrees that It will not: (i) export, resell, re-export or transfer the equipment/product(s) for end-uses that are prohibited by Export Control and Economic Sanctions Laws, Including, but not limited to: maritime nuclear propulsion: nuclear, chemical and biological weapons; rocket, missile and unmanned air vehicle systems; and nuclear activities not in compliance with International Atomic Energy Agency (IAEA) safeguards: (ii) export, resell, re-export or transfer any equipment/product(s) to a customer that an entity or person that is listed, blocked or subject to sanctions under applicable Export Control and Economic Sanctions Laws, including entities that are owned 50% or more, directly or indirectly, individually or in the aggregate, by an individual or entity that is listed, blocked or subject to sanctions; or (iii) export, resell, re-export, transfer, or conduct transactions involving the equipment/product(s), Services, Software with or to entities or individuals in countries or regions subject to comprehensive sanctions, including: Crimea, Cuba, Iran, North Korea, Syria, and Sudan. Further, none of the underlying information, software, or technology of the equipment/product(s), may be transferred or otherwise exported or re-exported in violation of Export Control and Economic Sanctions Laws. Any diversion contrary to U.S. law or other applicable law is prohibited. By purchasing equipment/product(s) from VERTICAL EXPRESS, Purchaser represents and warrants that Purchaser is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Purchaser agrees to assume sole responsibility for obtaining licenses to export or re-export as may be required, and further represents and warrants that Purchaser shall: cooperate fully with VERTICAL EXPRESS in any official or unofficial audit or inspection that relates to Export Control and Economic Sanctions Laws; and (ii) not export, re-export, divert, transfer, or disclose, directly or indirectly, any equipment/product(s) sold hereunder or any related technical information, document, or material or direct products thereof to any country, entity, person or end-user so restricted by Export Control and Economic Sanctions Laws, as modified by time to time. VERTICAL EXPRESS and Purchaser are committed to fair, honest and ethical business practices. Purchaser acknowledges that VERTICAL EXPRESS has adopted a Code of Corporate Conduct and Ethics and Purchaser agrees to conduct itself in its dealings with or on behalf of VERTICAL EXPRESS in a manner that is consistent with and facilitates compliance with VERTICAL EXPRESS's Supplier Code of Conduct
FORCE MAJEURE. VERTICAL EXPRESS shall not be in default for failure to perform and shall not be liable for loss, damage, detention or delay when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, terrorism, sabotage, power, explosions, epidemics, pandemics, civil disturbances, strike, labor difficulties, acts or omissions of any governmental authority, compliance with government laws or regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, raw materials, or manufacturing facilities from usual sources, equipment failure, or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. Upon the occurrence of any event or circumstance referenced above, VERTICAL EXPRESS shall have the right to allocate equipment and products among its customers in its sole discretion. This section supplements, and does not replace, any remedies available to VERTICAL EXPRESS under applicable law.
DISPUTES AND GOVERNING LAW. In the event of any controversy, claim or dispute arising out of or relating to these Terms of Sale (a "Dispute"), VERTICAL EXPRESS and Purchaser shall seek to resolve the matter amicably through diligent, good faith, mutual discussions to be initiated as promptly as possible after a Dispute arises. If the Dispute cannot be resolved through mutual discussions as set forth above, either party may commence an action to resolve the Dispute in the Federal or State courts of Tennessee. The parties shall submit to personal jurisdiction and venue in the State of Tennessee, County of Shelby. These Terms of Sale and any transactions arising therefrom shall be governed and construed under the laws of the State of Tennessee, as applied to contracts entered into and performed in that State, specifically excluding any conflict or choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to these Terms of Sale or any transactions created thereby or construed therewith. In the event of any litigation, arbitration or mediation arising from a breach of any provision of these Terms of Sale, the prevailing party is entitled, in addition to the relief granted, to a reasonable sum for their attorneys' fees incurred during the Dispute, provided that if each party prevails in part, such fees will be allocated in the manner as the court, arbitrator or mediator determines to be equitable in view of the relative merits and amounts of the parties' claims.
ENTIRE AGREEMENT. The order or orders placed with VERTICAL EXPRESS by Purchaser for the equipment/product(s) and these Terms of Sale constitutes the entire agreement between VERTICAL EXPRESS and Purchaser with respect to the equipment/product(s) ordered, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof will be of any effect unless mutually agreed to in writing.
ASSIGNABILITY. The order or orders for the equipment/product(s) placed by Purchaser with VERTICAL EXPRESS shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Purchaser may not assign or transfer any right or obligation under the order or orders for the equipment/product(s) placed by Purchaser with VERTICAL EXPRESS not specifically transferable by its terms without the written consent of an authorized representative of VERTICAL EXPRESS. Any attempt by Purchaser to assign or transfer the order or orders for the equipment/product(s) placed by Purchaser with VERTICAL EXPRESS or any part thereof in contravention of the preceding sentence shall be null and void. VERTICAL EXPRESS may assign the order or orders for the equipment/product(s) placed by Purchaser with VERTICAL EXPRESS to any of its Affiliates.