10.1 Governing Law
This Agreement is governed by Delaware law without respect to conflict of laws; the UN Convention on Contracts for the International Sale of Goods does not apply.
10.2 Entire Agreement
This Agreement, including exhibits and Order Forms, constitutes the entire agreement and supersedes prior agreements.
10.3 Amendment
No amendment is binding unless in writing and signed by both parties.
10.4 Relationship
The parties are independent contractors and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship is created.
10.5 Assignment
Neither party may assign rights or obligations without the other's written consent, except to Affiliates or as part of a merger; unauthorized assignment allows termination.
10.6 Waiver
Waivers must be in writing and construed narrowly.
10.7 Excuses
No liability for failure caused by events beyond reasonable control.
10.8 Notices
Notices are deemed received two days after physical delivery, email, or courier unless specified otherwise. Parties may update addresses via notice.
10.9 Severability
Invalid provisions are amended to reflect original intent while keeping remaining provisions in force.
10.10 Force Majeure
Neither party is liable for failure or delay due to acts of God, government, natural disasters, civil unrest, strikes, cyberattacks, or similar events. Deadlines extend accordingly.