【正文】 business of Supplier related to MATERIAL or in connection with any merger, reorganization or sale of Supplier. Except where Company has specified a designated subcontractor, Supplier shall be responsible to Company for all work performed by Supplier39。s liability shall be limited to payment of the amount due for Work performed and/or MATERIAL provided by Supplier up to and including the date of termination.14. BANKRUPTCY AND TERMINATION FOR FINANCIAL INSECURITY Either party may terminate this Agreement by notice in writing: (i) if the other party makes an assignment for the benefit of creditors (other than solely an assignment of monies due)。s good faith reliance upon said warranty.16. CHOICE OF LAW This Agreement and all transactions under it shall be governed by the laws of the State of New Jersey excluding its choice of laws rules and excluding the Convention for the International Sale of Goods. Supplier agrees to submit to the jurisdiction of any court wherein an action is menced against Company based on a claim for which Supplier has agreed to indemnify Company under this Agreement.17. COMPLIANCE WITH LAWS Supplier and Company and all persons furnished by Supplier and Company shall ply at their own expense with all applicable laws, ordinances, regulations and codes, export regulations, including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections in performance under this Agreement.18. CONTINUING AVAILABILITY Supplier shall offer for sale to Company, during the term of this Agreement and for at least six (6) months after the expiration of this Agreement, MATERIAL conforming to the Specifications set forth in this Agreement. Supplier further shall offer for sale to Company, during the term of this Agreement and until [*] after the expiration of this Agreement, maintenance, replacement, and repair parts (Parts) which are functionally equivalent for the MATERIAL covered by this Agreement. The price for the MATERIAL and Parts shall be the price set forth in Supplier39。s option, 100% audited at Company warehouses, factories or Company39。 locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company39。 and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/orPAGE 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy39。s subsidiaries or affiliates。s liability for loss or damage to Company39。s possession or control shall not be modified by this section. When a party39。 41 CFR , Reports and Other Required Information。 41 CFR , Affirmative Action For Disabled Veterans and Veterans of the Vietnam Era (if in excess of $10,000)。s prior written consent, which consent shall not be unreasonably withheld, engage in publicity related to this Agreement, or make public use of any Identification in any circumstances related to this Agreement. Identification means any semblance of any trade name, trademark, service mark, insignia, symbol, logo, or any other designation, or drawing of either party or its affiliates. Supplier shall remove or obliterate any Identification prior to any use or disposition of any MATERIAL rejected or not purchased by Company.27. INDEMNITY At Company39。s fees) that arise out of or result from: (i) injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged to have been caused by the Work or services performed by, or material provided by Supplier or persons furnished by Supplier。 Compensation or similar acts made by persons furnished by Supplier。 provided however, Supplier shall not be liable for any expense or settlement under this section unless Supplier shall have plete control of the defense of any claim or settlement, and Company timely notifies Supplier of any claim or allegation and shall cooperate, at Supplier