Piksel Global Terms and Conditions of Purchase

 

Basis of Contract

By the parties signature of a Purchase Order (as defined below) incorporating these Piksel Global Terms and Conditions of Purchase (“Terms and Conditions of Purchase”) below, the supplier in the applicable purchase order (the “Supplier”) and the Piksel entity defined in the applicable purchase order (“Piksel”) agree to be bound by these Terms and Conditions of Purchase, which will govern the Supplier’s provision of the Work (as defined below) to Piksel, in accordance with the attached purchase order, together with these Terms and Conditions of Purchase, and any attachments and exhibits, specifications, instructions or other information, whether physically attached or incorporated by reference (collectively, the “Purchase Order”).

Piksel’s acceptance of the Purchase Order is conditioned on the Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgment, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if the Supplier purports to condition its acceptance of the Purchase Order on Piksel’s agreement to such different or additional terms. These terms apply to the Purchase Order to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Notwithstanding the foregoing, if a contract , definitive agreement , or master service agreement covering procurement of the Work described in the Purchase Order exists, the terms and conditions of such contract or definitive agreement shall prevail over any inconsistent terms herein.

By submitting the Purchase Order to Piksel, the Supplier agrees, without limitation or qualification, to be bound by and to comply with these Terms and Conditions of Purchase, the current version of which is hosted at http://www.pikselgroup.com/purchase-gtcos. PIKSEL RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ALTER OR UPDATE THESE TERMS AND CONDITIONS OF PURCHASE AT ANY TIME WITH OR WITHOUT NOTICE. THE THEN-CURRENT VERSION OF THE TERMS AND CONDITIONS OF PURCHASE WILL BE POSTED AT HTTP://WWW.PIKSELGROUP.COM/PURCHASE-GTCOS AND PIKSEL ENCOURAGES THE SUPPLIER TO REVIEW SUCH WEBSITE PERIODICALLY. THE CHANGES WILL BE EFFECTIVE IMMEDIATELY WHEN POSTED. BY CONTINUING TO PROVIDE THE SERVICES AFTER ANY SUCH CHANGES, THE SUPPLIER AGREES TO BE BOUND BY SUBSEQUENT CHANGES AND ACKNOWLEDGES THAT PIKSEL SHALL HAVE NO LIABILITY TO THE SUPPLIER AS A RESULT OF ANY SUCH CHANGES.

  1. Definitions. Capitalized terms not otherwise defined in the Purchase Order or master service agreement, if applicable, shall have the following meanings.
    • Affiliates” means, with respect to either party, an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such party, where “control” means: (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise, or (ii) ownership of at least fifty percent (50%) of the voting stock, shares or interests of any such entity.
    • Deliverables” means the deliverables specified in the Purchase Order to be delivered on or before the Delivery Date.
    • Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work.
    • Force Majeure” means an event beyond a party’s reasonable control, including labor disputes, strikes, lockouts, carrier gateway provider service failures, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action.
    • Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    • Products” means tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date.
    • Services” means the services that the Supplier is to perform for Piksel as specified in the Purchase Order.
    • Software” means the software, in object code format only, including: (i) the enhancements, modifications, and bug-fixes thereto; and (ii) any full or partial copies incorporated in or delivered for use with the applicable Work (including any third party software supplied as part of the applicable Work), licensed by the Supplier to Piksel.
    • Work” means the Deliverable, Product, Service, or Software specified in the Purchase Order.
  2. Provision of the Services and Change Orders.
    • Services. The Supplier shall perform the Services in accordance with the agreed specifications, requirements, and descriptions of the Services and at the agreed location, date, time and, if any, service levels.
    • Change Order. Piksel may, from time to time, initiate changes by issuing to the Supplier written notices (each, a “Change Order”) that alter, add to, or deduct from the Works or the applicable Purchase Order, but that are otherwise subject to these Terms and Conditions of Purchase. The Supplier shall promptly comply with the terms of any Change Order.
  3. Completion, Delivery, and Acceptance.
    • The Supplier shall meet any performance dates for the Services specified in the Purchase Order and time is of the essence in the Supplier’s performance of its obligations under the Purchase Order. The Supplier will immediately notify Piksel if the Supplier’s timely performance under the Purchase Order is delayed or likely to be delayed. Piksel’s acceptance of the Supplier’s notice will not constitute Piksel’s waiver of any of the Supplier’s obligations under these Terms and Conditions of Purchase or the Purchase Order.
    • If the Supplier delivers the Work after the Delivery Date, Piksel may reject the applicable Work.
    • In each delivery, the Supplier will include a packing list identifying the Purchase Order number, a description and the quantity of the applicable Work, and the date of shipment, if applicable.
    • Unless Piksel expressly instructs otherwise, the Supplier will deliver the applicable Work to the Piksel address set forth in the Purchase Order. The Supplier assumes responsibility for all shipping and delivery charges, including, without limitation, customs, duties, costs, taxes and insurance.
    • All Work delivered or performed shall be subject to final review, inspection, and acceptance by Piksel. Acceptance shall occur when the applicable Work has been delivered to Piksel and inspected and determined by Piksel to meet the requirements specified in the Purchase Order, as applicable. Piksel may reject any or all Works that do not conform to the requirements as set forth in the Purchase Order. At Piksel’s option, Piksel may: (i) return the non-conforming Work; (ii) repair the non-conforming Work so that it meets the requirements; or (iii) keep the non-conforming Work conditioned on the Supplier providing a refund or credit in an amount Piksel determines to represent the diminished value of the non-conforming Work. Piksel’s payment to Supplier for Work prior to Piksel’s timely rejection of such Work as non-conforming will not be deemed as acceptance by Piksel.
  4. Payment.
    • The price for the Work shall be set in the applicable Purchase Order, and shall be full and exclusive remuneration of the Supplier in respect of the Work.
    • Unless otherwise specified in the applicable Purchase Order, the price for the applicable Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts, and government-imposed surcharges. The Supplier will, at Piksel’s request, break out from the price all such taxes and other charges, in its invoices.
    • All properly prepared invoices will be payable sixty (60) days following Piksel’s receipt thereof. For the purposes of these Terms and Conditions of Purchase, a properly prepared invoice must include the Purchase Order number and must be submitted to Piksel’s Accounts Payable Department via electronic mail. If the Piksel entity designated in the Purchase Order is Piksel, Inc., Piksel Americas, Inc., Piksel Faith, LLC, or Piksel Streaming Faith, LLC, the Purchase Order shall be sent via email to ap@piksel.com. If the Piksel entity designated in the Purchase Order is Piksel Limited or Piksel France, the Purchase Order shall be sent via email to ukfinance@piksel.com.
    • Each invoice will be subject to verification by Piksel.
    • Payment will be in the currency specified on the Purchase Order, and if a currency is not set forth on the Purchase Order, payment will be in the currency of the country in which the Piksel entity or affiliate identified on the Purchase Order is located. Piksel may set off any amounts the Supplier owes Piksel against any amounts Piksel owes to Supplier or any of its affiliated companies, at any time.
    • The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow Piksel to inspect such records at all reasonable times on request.
    • For the avoidance of doubt, if Piksel and the Supplier fail to enter into a definitive agreement for the purchase of the applicable Work thirty (30) days after the Purchase Order has been raised by an authorized party, Piksel’s total liability under such Purchase Order shall not exceed $2,000.00 (or the equivalent as calculated by converting such sum into the currency listed in the applicable Purchase Order using the then-current prevailing exchange rates).
  5. Term and Termination.
    • The Purchase Order will remain in effect until the applicable Work has been completed, delivered to, and accepted by Piksel.
    • Piksel may terminate the Purchase Order, in full or in part, for any reason, upon seven (7) days’ prior written notice to the Supplier. In addition to any remedies provided herein or at law, Piksel may terminate the Purchase Order with immediate effect, either before or after acceptance of the Work, if the Supplier has breached any of the terms and conditions of the Purchase Order. If the Supplier becomes insolvent, commences or has commenced against it, or proceeds with receivership, reorganization, assignment for the benefit of its creditors, or is dissolved, or liquidated (or analogous proceeding in any jurisdiction), Piksel may terminate the Purchase Order with immediate effect by giving written notice to the Supplier. If Piksel terminates the Purchase Order for any reason, the Supplier’s sole and exclusive remedy is payment for the Work received and accepted by Piksel prior to such termination.
  6. Title and Risk of Loss.
    • Title. Piksel shall acquire ownership upon delivery of the Work (other than Software) on Acceptance. Ownership of Software shall not transfer to Piksel, but on delivery, the Supplier shall grant Piksel a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, transferable license with the right to grant sublicenses for the use of the Software as set forth in the Purchase Order. Rescission or termination of a Purchase Order shall be without prejudice to the survival of Piksel’s perpetual license to use the Software granted pursuant to this Section 6.
    • Risk of Loss. Risk of loss for the applicable Work does not pass to Piksel until Piksel accepts such Work in accordance with the acceptance provisions of Section 3.5.
  7. Confidentiality.
    • Confidential Information” means any and all information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or is identified as being proprietary or confidential at the time of disclosure, or by the nature of the circumstances surrounding the disclosure should reasonably be treated as proprietary or confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of these Terms and Conditions of Purchase by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality as shown by the Receiving Party’s written records; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information as shown by the Receiving Party’s written records; or (iv) the Receiving Party rightfully obtains from a third party without restriction on use or disclosure. The Receiving Party may use the Confidential Information of the Disclosing Party solely as necessary for its performance under these Terms and Conditions of Purchase and the Receiving Party may disclose the Disclosing Party’s Confidential Information solely to those of its employees, agents or subcontractors that need to know such Confidential Information for the purpose of its performance these Terms and Conditions of Purchase provided that any such employee, agent or subcontractor is subject to a written agreement or other obligation of confidentiality that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein.  The Receiving Party must use all reasonable efforts to maintain the confidentiality of all the Disclosing Party’s Confidential Information in its possession or control, but in no event less than the efforts the Receiving Party ordinarily uses with respect to its own proprietary information of similar nature and importance.  The foregoing obligations will not restrict the Receiving Party from disclosing Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party gives reasonable notice to the Disclosing Party to contest such order or requirement; and (ii) on a need-to-know basis under an obligation of confidentiality to its legal or financial advisors.  The Receiving Party’s obligations pursuant to this Section 7 shall survive termination or expiration of these Terms and Conditions of Purchase for a period of three (3) years.
  • The Disclosing Party further acknowledges that the Receiving Party may currently be developing information or may in the future develop information, may be receiving or may in the future receive information, or may be exploring or may in the future explore other opportunities, any of which may be similar or related to the Work being provided under these Terms and Conditions of Purchase or the Disclosing Party’s Confidential Information. Accordingly, nothing in these Terms and Conditions of Purchase will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, services, concepts, systems or techniques that are similar to or compete with the products, services, concepts, systems or techniques contemplated by or embodied in the Disclosing Party’s Confidential Information, provided that the Receiving Party does not otherwise violate its obligations under these Terms and Conditions of Purchase in connection with such development.
  1. Supplier Warranties. In providing the Services, the Supplier represents and warrants that it will :
    • co-operate with Piksel in all matters relating to the Services, and comply with all instructions of Piksel;
    • it will fully comply with all applicable law relating to its business which are material to its performance under these Terms and Conditions of Purchase including, without limitation, all export, all environmental, health and safety laws and all laws relating to transportation and disposal of hazardous materials;
    • to the best of the Supplier’s knowledge and belief, neither the Supplier nor any of its subsidiaries, Affiliates, directors, officers, employees, agents, consultants, contractors, sub-contractors or representatives, whether domestic or foreign (each, a “Related Party”), in the course of its actions in connection with providing or acquiring the Work or otherwise in connection with these Terms and Conditions of Purchase has: (i) used or will use any funds for any unlawful contribution, gift, entertainment or other expense relating to political activity; (ii) made or will make any direct or indirect unlawful payment to any foreign or domestic government official or employee; or (iii) taken any action or inaction that by its nature could be deemed to contribute or cause a director, officer, employee, agent, representative, consultant or independent contractor of Piksel or its parents or Affiliates to violate the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the USA Patriot Act of 2001, as amended; in each of (i), (ii) and (iii), if such action were taken by a person subject to such law; and with respect to (iii) including any similar non-U.S. anti-bribery, anti-corruption or similar laws in jurisdictions or geographic areas where a Related Party may procure, sell, lease, license Work to Piksel or otherwise perform these Terms and Conditions of Purchase;
    • according to the Supplier’s actual knowledge and belief, that no Related Party is subject to any “prohibited parties list” maintained by the U.S. government or other applicable non-U.S. jurisdiction or Governmental Authority, or are otherwise subject to, or are doing business in countries subject to, restrictions, prohibitions, sanctions, or trade embargoes;
    • if the Supplier makes changes to any Work, the Supplier warrants that any such changes shall not adversely affect the operation of the Work. Subject to the foregoing, in the event of a change to the Work provided through any software, firmware hardware or firmware upgrade, the Supplier shall ensure that the existing Work installed by Piksel is able to continue to operate fully, without adversely affecting Piksel’s network and without any additional cost to Piksel;
    • where the Supplier decides to withdraw availability of any Work where such Work is becoming end of life, the Supplier shall: (i) give a duly authorized Piksel representative: (a) at least six (6) months’ written notice of its intention to so withdraw such Work together with confirmation of the exact date on which the applicable Work will become end of life, and (b) a further six (6) months’ following the expiry of such notice to give Piksel the ability to make a final purchase; (ii) provide all reasonable assistance to Piksel to find a  suitable alternative for such Work, whether from the Supplier or from a recommended third party; and (iii) provide written notification to Piksel as to the last day that orders can be placed for such Work, and how long the Supplier will continue to provide support for any Work that becomes end of life. For the avoidance of doubt, the Supplier shall ensure that it is capable of providing support for at least six (6) months’ from the date of end of life of any Work, save where otherwise mutually agreed in writing;
    • Use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Services.
    • the Work to be delivered pursuant to the Purchase Order: (i) is of merchantable quality and free from defects in material and workmanship; (ii) shall conform to all specifications or other descriptions furnished to and approved by the parties and shall be fit for any purpose that Piksel has expressly or impliedly makes known to the Supplier; (iii) complies with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning health, safety, and environmental standards) which bear upon the Supplier’s performance; (iv) is not restricted in any way by any patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual rights of any third party; and
    • Piksel shall have good and marketable title to all Deliverables, Products and Services (including components thereof) purchased pursuant to the transactions contemplated under the applicable Purchase Order, free of all liens and encumbrances and other restrictions, and that no licenses are required for Piksel to use such Deliverables, Products, and Services; and
    • The Supplier shall grant to Piksel any necessary license to use the Software under the applicable Purchase Order in accordance with Piksel’s requirements thereunder, if such license is required for Piksel to access and use the Software.
  2. Insurance. During the term of the Purchase Order and for a term of three years thereafter the Supplier shall, at its own expense, secure, maintain and carry insurance in full force and effect, with financial sound and reputable insurers, which includes: (i) commercial general liability (including product liability) in a sum no less than $1,000,000.00 for each occurrence and $2,000,000.00 in the aggregate; (ii) worker’s compensation insurance in compliance with the applicable laws of each jurisdictions affected by the applicable Purchase Order; and (iii) if the Seller will use or provide for use of motor vehicles in providing and/or performing the applicable Purchase Order, automobile (motor vehicle) insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles, with limits of no less than $1,000,000.00. Upon Piksel’s request, the Supplier shall provide Piksel with a certificate of insurance evidencing the coverage specified in the applicable Purchase Order.
  3. Force Majeure. If a party (the “Affected Party”) is prevented, hindered, or delayed from or in performing any of its obligations under the Purchase Order by an event of Force Majeure then:
    • the Affected Party’s obligations under such Purchase Order shall be suspended for so long as the event of Force Majeure continues, not to exceed a continuous period of thirty (30) calendar days;
    • as soon as reasonably possible after the start of the event of Force Majeure, the Affected Party shall notify the other party of the event of Force Majeure, the date on which such event started and the effects of such event on its ability to perform its obligations under the applicable Purchase Order;
    • if the Affected Party does not comply with Section 10.2, it forfeits its rights under Section 10.1; and
    • if the event of Force Majeure lasts for a continuous period of more than thirty (30) calendar days, the other party may rescind the applicable Purchase Order, in whole or in part, or terminate the applicable Purchase Order with immediate effect by giving the Affected Party written notice, and without having to pay to the Affected Party any compensation.
  4. Publicity. Each party must obtain the other party’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship to the other party, including without limitation the existence of the Purchase Order. Neither party shall publicize or use any name, trade name, service mark, trademark, trade dress or logo of the other party or any of the other party’s Affiliates without the prior written consent of such other party.
  5. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, PIKSEL WILL NOT BE LIABLE TO THE SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE APPLICABLE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT PIKSEL PAID TO THE SUPPLIER IN THE SIX (6) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL PIKSEL BE LIABLE TO THE SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER WHETHER OR NOT PIKSEL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
  6. Indemnification.
    • The Supplier will indemnify, defend and hold harmless Piksel, its Affiliates, successors and assigns, and all of their respective officers, directors, employees or agents from and against any and all claims, losses, demands, causes of action, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising out of a third-party claim resulting from: (i) any breach or alleged breach of the Supplier’s obligations, representations or warranties under the Purchase Order, if applicable, or these Terms and Conditions of Purchase, or (ii) any infringement of a third party’s Intellectual Property Rights.
    • Should any Work become the subject of any claim of infringement, then the Supplier will, at its sole expense: (i) procure for Piksel the right to continue using the Work; (ii) replace the Work with a substantially equivalent non-infringing version; or (iii) modify the Work (without materially reducing the features or functionality thereof) to make them non-infringing. If the Supplier, despite its diligent efforts, is unable to provide any of the remedies described in the preceding sentence, then either party may terminate the applicable Purchase Order, in which case the Supplier shall refund to Piksel any prepaid amounts for the applicable Work not performed by the Supplier.
    • Piksel will promptly inform the Supplier of any suit or proceeding filed against Piksel for which tit is entitled to indemnification hereunder (provided, however, that failure to give prompt notice will not relieve the Supplier of any liability hereunder, except to the extent the Supplier has suffered actual material prejudice by such failure). Piksel will allow the Supplier to direct the defense and settlement of any such claim, with counsel of the Supplier’s choosing, and will provide the Supplier, at the Supplier’s expense, with information and assistance that are reasonably necessary for the defense and settlement of the claim. Piksel shall have the right, but not the obligation, at its sole expense to participate in (but not to control) the defense of any such suit or proceeding.  The Supplier will not settle any such action without the written consent of Piksel (which consent will not be unreasonably conditioned, withheld or delayed).
  7. Notice. Each party must give notice to the other party in writing and in English, and shall be given by:  (i) overnight courier; or (ii) certified or registered mail (postage prepaid) addressed to the other party as set forth below. Notices shall be deemed received: (a)  upon confirmation of delivery by the courier (no signature of recipient need be required) when sent by overnight courier; or (b) six (6) days after being mailed. The initial addresses of the parties for notices are set forth below and can be changed at any time by notice to the other party:

If to Piksel: Attn: Legal Department, 1 Innovation Close, York Science Park, York, YO10 5ZD

If to the Supplier: to the Supplier’s address as set out in the Purchase Order.

  1. Assignment. Except as set forth herein with respect to Affiliates, the Supplier may not assign, transfer, novate or subcontract the Purchase Order or any right or obligation hereunder without Piksel’s prior written consent.
  2. Governing Law.
    • If the Piksel entity designated in the Purchase Order is Piksel, Inc., Piksel Americas, Inc., Piksel Faith, LLC, or Piksel Streaming Faith, LLC, the Purchase Order and these Terms and Conditions of Purchase shall be governed by the laws of the State of Georgia , excluding choice of laws principles, and explicitly not by the United Nations Convention on Contracts for the International Sale of Goods.  ANY DISPUTES, ACTIONS, CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PURCHASE ORDER OR THESE TERMS AND CONDITIONS OF PURCHASE, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN GEORGIA , AND EACH PARTY HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF SUCH COURTS.
    • If the Piksel entity designated in the Purchase Order is Piksel Limited, the Purchase Order and these Terms and Conditions of Purchase shall be governed by the laws of England and Wales, excluding choice of laws principles, and explicitly not by the United Nations Convention on Contracts for the International Sale of Goods.  ANY DISPUTES, ACTIONS, CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PURCHASE ORDER OR THESE TERMS AND CONDITIONS OF PURCHASE, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS, AND EACH PARTY HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF SUCH COURTS.
    • If the Piksel entity designated in the Purchase Order is Piksel France SAS, the Purchase Order and these Terms and Conditions of Purchase shall be governed by the laws of France, excluding choice of laws principles, and explicitly not by the United Nations Convention on Contracts for the International Sale of Goods.  ANY DISPUTES, ACTIONS, CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PURCHASE ORDER OR THESE TERMS AND CONDITIONS OF PURCHASE, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE PARIS COURTS, AND EACH PARTY HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF SUCH COURTS.
  1. Relationship of the Parties. Piksel engages the Supplier only for the purposes and to the extent set forth in the applicable Purchase Order and the Supplier shall not be considered a partner, agent, or representative of Piksel, but shall remain in all respects an independent contractor. Neither Piksel nor the Supplier shall have any right or authority to make or undertake any promise, warranty, or representation, to execute any contract or otherwise assume any obligation or responsibility in the name of, or on behalf of, the other party.
  2. No Waiver. Except as otherwise provided in these Terms and Conditions of Purchase, no waiver, alteration, modification or cancellation of any of the provisions of these Terms and Conditions of Purchase shall be binding on either party unless agreed to in writing by both parties. No trade usage or other regular practice or method of dealing between the parties may modify, interpret, supplement or alter in any manner the express terms of the Purchase Order.