Delivered-To: sales@leamingtonblinds.co.uk Received: by 2002:a05:7001:2f25:b0:4fc:ecb9:c356 with SMTP id sa37csp2583498mab; Tue, 1 Aug 2023 03:55:25 -0700 (PDT) X-Google-Smtp-Source: APBJJlFNpUaa1yfqCkq1DdmmqyE2v+C28nHJl/BtgIe2hNxGSfruP+hvMUkGcqxe+irxMOmSR/D6 X-Received: by 2002:a25:d849:0:b0:d04:c11a:f04a with SMTP id p70-20020a25d849000000b00d04c11af04amr12217315ybg.43.1690887325546; Tue, 01 Aug 2023 03:55:25 -0700 (PDT) ARC-Seal: i=1; a=rsa-sha256; t=1690887325; cv=none; d=google.com; s=arc-20160816; b=vlpMZJ/Md7zXg8JS0mIFZCTd/C5wInisDyxQHmEON1U0TnPUTks6yq3fgG/ni/xaFe iot4e5s2kTFslYNCNbvS8Hk2in+sJsEU0a8kP2k6Ao1OMaYY0qu3NzaQ97yiTFTSVd8H JaRXhQoH0DPBXnjMS8LFE6FS0IqC2P1rJvoyXdCMUkkCwTKnQ/ar05fOR05C+dVX7Hwm x9Y2YP3oVlww0+I9DQIqwenHur8kV1FarNs6nupPxqFx2a9R413l2OsmZyDTTeReg7Fd YDsXQEm4X6Wf9TkietHuVmrmdFRoPDiZl99MUEFLQCqTR4FNbitkF5nJn1WF7O8ljEzb b0LQ== ARC-Message-Signature: i=1; a=rsa-sha256; c=relaxed/relaxed; d=google.com; s=arc-20160816; h=message-id:subject:to:mime-version:from:date:sender:dkim-signature; bh=yiI1SJ1E+jQLeUdB/PYvhxsqr6XSpNH4ZsB5QeKRaHw=; fh=o/H1qtNttQ7Dl7LtynmFwEArfqn7Q+Nkk9jTOT43Xz4=; b=bJNvGs2sopHeXEZOdoPwID+Me1I06XakKFqkhbBzGC3pZ0X+nu66MdaszvIt4/S7p5 741OTgPngcHfxk0FW762uHW/5s3F2sS4qWj1oCYfMk+sSKpr3snpTkyJ9n/l7B0c6rI5 tDzTCvLW1+DMzZnONzyC+erA58v6EOwyQF75mnAZ0otjvKXGQeE+DmJNQNerco4jr4Sf kHXlp47Kbq+eQTUkirO7ABcttyJI0tCO7pzZAaRxlkcpQmn4DDCysHOqNYuk5Si1Xw3a ZOLV1jPrqfGStYn9qd/fWAoR3wzwxrJkZw/apGYVYJH4nHW6VIFH3jPm/v6nFhAlQSeP MtVw== ARC-Authentication-Results: i=1; mx.google.com; dkim=pass header.i=@wescodist.com header.s=pp header.b=offy4EDM; spf=pass (google.com: domain of wispo@wescodist.com designates 67.231.156.122 as permitted sender) smtp.mailfrom=WISPO@wescodist.com; dmarc=pass (p=REJECT sp=REJECT dis=NONE) header.from=wescodist.com Return-Path: Received: from mx0b-00168f01.pphosted.com (mx0b-00168f01.pphosted.com. [67.231.156.122]) by mx.google.com with ESMTPS id x5-20020a25ac85000000b00d0d3ff30fa3si9586480ybi.522.2023.08.01.03.55.25 for (version=TLS1_2 cipher=ECDHE-RSA-AES128-GCM-SHA256 bits=128/128); Tue, 01 Aug 2023 03:55:25 -0700 (PDT) Received-SPF: pass (google.com: domain of wispo@wescodist.com designates 67.231.156.122 as permitted sender) client-ip=67.231.156.122; Authentication-Results: mx.google.com; dkim=pass header.i=@wescodist.com header.s=pp header.b=offy4EDM; spf=pass (google.com: domain of wispo@wescodist.com designates 67.231.156.122 as permitted sender) smtp.mailfrom=WISPO@wescodist.com; dmarc=pass (p=REJECT sp=REJECT dis=NONE) header.from=wescodist.com Received: from pps.filterd (m0284477.ppops.net [127.0.0.1]) by mx0b-00168f01.pphosted.com (8.17.1.19/8.17.1.19) with ESMTP id 36VMUNfk007889 for ; Tue, 1 Aug 2023 06:55:25 -0400 DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=wescodist.com; h=sender : date : from : mime-version : to : subject : content-type : message-id; s=pp; bh=yiI1SJ1E+jQLeUdB/PYvhxsqr6XSpNH4ZsB5QeKRaHw=; b=offy4EDMoSHTMwOOEhi1ZlQltYsOswX8bPTJkJJDAo9O+pWktiYhTh2KUJ25fc6aeVgX g+9UUCqjE3ruVWlI2GOjghkYpgZ1XvcYC49w60QSlzf29y1PbrsqOc4ppvaEqgI6/6FB NeuPOjKDeexNlqmuLlKmW2oROpz7VzWP5ZqIKA2ZPfSxpSCFVW9JYCL1Jwmj6kVq2F0S Yrl56O+uzafPytu1sDmNP/PHk+nc6AxgVLJvDTTBzDT9ZOSfzs/JMoMhOriM3Tq1ph4U oAvw9gt0Vz11Nm6mNTqpoqyoR/VCgVMWO3qtY0videUH6vGw+Tt4AmKiaxmMBlNFOBQK tg== Received: from hqwn-prd-exc-03.wescodist.com (smtp10.wescodist.com [12.196.12.19]) by mx0b-00168f01.pphosted.com (PPS) with ESMTPS id 3s4vycey8w-1 (version=TLSv1.2 cipher=ECDHE-RSA-AES256-SHA384 bits=256 verify=NOT) for ; Tue, 01 Aug 2023 06:55:25 -0400 Sender: Date: Tue, 1 Aug 2023 06:55:23 -0400 From: WISPO MIME-Version: 1.0 To: sales Subject: Purchase order 047220379 Content-Type: multipart/mixed; boundary="--PART.BOUNDARY.1" Message-ID: <70c942ca78004cee8f71e688dd2d418b@hqwn-prd-exc-02.wescodist.com> ----PART.BOUNDARY.1 Content-Type: text/html; charset="UTF-8" Content-Transfer-Encoding: quoted-printable
PURCHASE ORDER: 047220379
Date: 05/05/2023
  | = ; Click here to view an online version of this emai= l

  From: To:
   WESCO Integrated Supply Company/UK  LEAMINGTON BLINDS
   Unit 18 St James Court  CLIFFORD HOUSE MONTAGUE R
   Wilderspool Causeway  LEMINGTON, WARWICK CV345L
   Warrington WA4 6PS, UK   
   Contact: Fiona Atkinson  Attn: SALES DEPARTMENT
   Phone: 01925-236329  Phone: 00001-192-683-9689
     Fax: 00000-000-000-0000

  Bill To: Ship To:
   WESCO Integrated Supply Company/UK  DANFOSS POWER SYSTEMS LTD 9127
   Unit 18 St James Court  COLLINS ROAD
   Wilderspool Causeway  HEATHCOTE IND EST
   Warrington WA4 6PS, UK   ATTN : MATT FORD
     WARWICK, UK CV34 6TF
 
SHIPPING INSTRUCTIONS:
--------------= --------
ATT: Traffic Manager - Shipping Mana= ger  - Sales Manager
*****************************= ************************************
Failure to comply = with these instructions will result
in all&nb= sp;freight costs being charged back to you.=

-Suppliers must ensure that the goods&nb= sp;and services detailed on
-this purchase or= der complies with all applicable UK Legisla= tion
-regarding Environmental and Occupational Hea= lth & Safety, and
-Eaton site policies, = copies of which are available on request.
1) Indicate PO numbers, EATON Corp. P= art Numbers on all packing
slips and inv= oicing.

IMPORTANT Note to all Vendors -&n= bsp;It is not acceptable to ship any
sub= stitute product to what has been ordered&nb= sp;under any
circumstance.  Goods are to = ;be compliant with the Manufacturer
detail (N= ame and Part Number) and / or Specific= ation stated on
the WESCO Purchase Order.&nbs= p;Substitute product requires formal
written appro= val from WESCO (and the WESCO End Cust= omer) by way
of an official Purchase Ord= er Amendment and Approved Changed
Request Not= ice / New Purchase Order.  Should you&= nbsp;not be able to
supply compliant goods,&n= bsp;you are requested to contact the WESCO<= BR>Buyer immediately.

PLEASE ACKNOWLEDGE RECEIPT OF THIS PURCHASE OR= DER VIA EMAIL: WISUKPO@wescodist.com   . Please do not reply to= WISPO@WESCODIST.COM = = = .

Any questions regarding this purchase order should= be directed to  Fiona Atkinson.
 

* * * = ;* * * * * * * * * * *&= nbsp;* * * *
**  THIS IS A SHI= P DIRECT ORDER  **
* * * * *&n= bsp;* * * * * * * * * * = ;* * *

Please see order details below. = Total number of line: 1

Line Qty U/M Customer
Part No.		 Vendor
Part No.		 SHIP BEFORE Net Quoted
Price &nbs= p;
1 1 EA RR.5190216 BLINDS 08/05/2023 1,429.500  =
Description: REPLACE ALL BLINDS IN TL5 DUE TO AGE & WEAR & T= EARS OURCE: LEAMINGTON BLINDS
as per new Quotation No. LB2856
 
*** The total value of this purchase orde= r should not exceed:     1,429.50  =


Delivery performance is critical. The material must<= br>be shipped before the date(s) listed. Please advise
when a ship da= te cannot be met.

Direct any questions to authorized buyer: Fiona Atkinson<= /p>

Failure to follow shipping instructions will results = in charges being charged back to you.

Please transmit your invoices to WIS electronically by em= ailing them WISUK@WESCODIST.COM, if you are not already transmitting them= via EDI.

 

WESCO DISTRIBUTION INT= ERNATIONAL LTD PURCHASE ORDER TERMS AND CONDITIONS (European Union) 05221= 2

1.    = ;Exclusive Terms and Conditions of Sale. These ter= ms and conditions are incorporated into and made a part of the purchase o= rder, agreement or proposal ("Agreement") by WESCO Distribution= International, Ltd. and any of its subsidiaries, affiliates and unincorp= orated divisions ("WESCO") to buy from the named manufacturer, = distributor, supplier or other seller (the "Seller") the goods = ("Goods") and services (the "Services") referenced on= the face of WESCO's purchase order. The Agreement expressly limits S= eller's acceptance to the terms of the Agreement, together with such = plans, specifications, or other documents as are incorporated by referenc= e on the face of the Agreement. Contrary provisions in Seller's quota= tions, acknowledgements, or any other document that Seller sends in respo= nse to the Agreement, or has sent to WESCO to solicit the Agreement, are = hereby rejected and are not binding on WESCO, unless WESCO accepts them i= n writing. If Seller submits additional and/or different terms and condit= ions to WESCO, or submits a counteroffer to the Agreement, WESCO's su= bsequent performance will not be construed as either acceptance of Seller= 's additional and/or different terms and conditions or Seller's c= ounteroffer.

2.    = ;Acceptance of the Agreement. Seller will be deemed = to have accepted the Agreement if Seller (a) transmits to WESCO Seller= 9;s written or oral acknowledgement; (b) begins shipment of the Goods; (c= ) begins manufacture of the Goods, if they are to be spe cially manufactu= red for WESCO; or (d) begins performing Services.

3.    = ;Shipment. Shipment of all Goods shall be D.D.P. W= ESCO's designated location (per Incoterms 2010). Title and risk of lo= ss will transfer to WESCO upon delivery. Any shipping dates given in adva= nce of actual shipment are warranted by Seller to be firm, and time is of= the essence with respect to Seller's performance of the Agreement. S= eller will bear all costs, expenses and damages, including but not limite= d to any liquidated damages, arising out of any delay in performance of t= he Services or shipment of the Goods. Seller shall be liable to WESCO for= all costs incurred by WESCO in procuring substitute Goods or Services th= at are in excess of the cost for which WESCO would have purchased the rel= evant Goods or Services from Seller if delivery is not completed within t= he time stated on the reverse side hereof or, if no time is stated, withi= n a reasonable time.

Except as otherwise agreed in writing, (a) where= transportation charges for Goods are separately charged to WESCO by Sell= er, those charges will in no event exceed the lowest legal freight charge= s provided by the carrier for the routing specified in effect on the date= of shipment, and (b) where transportation charges are allowed to WESCO b= y Seller, that allowance will not be less than the actual freight charges= paid by WESCO or, where WESCO performs the transportation, that allowanc= e will be in an amount equal to the freight charges which would have been= assessed for a like shipment via common carrier.

The Goods must be properly packaged for shipment= . Each package must be numbered and labeled with WESCO's order numbe= r, stock number, contents and weight and will contain an itemized packing= slip. No charges must be allowed for packing, crating, freight express o= r cartage unless specified on the face of the Agreement.

4.    = ;Price= . The price for the Goods or Services must = be as stated on its face, and all prices for Goods or Services must be fi= rm. Seller must not fill the Agreement at any other price.

5.    = ;Warranties and Representations. In addition to an= y warranty or representation that Seller has expressly extended to WESCO = regarding the Goods or Services, Seller warrants that the Goods conform t= o all implied warranties, including, but not limited to, the implied warr= anties of fitness for a particular purpose and merchantability. Additiona= lly, Seller warrants that: (i) the Goods will be free from defects in wor= kmanship, design or materials, be newly manufactured meaning that they mu= st not have been previously used for any purpose) and that they will comp= ly with any and all samples, drawings, blueprints, designs, and specifica= tions; (ii) the Goods will not infringe any third-party intellectual prop= erty rights; (iii) Seller has and will have good and marketable title to = all Goods delivered to WESCO, free and clear of any and all liens and enc= umbrances and that Seller has full and complete legal rights to manufactu= re and sell the Goods without the consent of any third party; and (iv) al= l Services will be performed in a timely, professional and workmanlike ma= nner in accordance with the highest industry standards. The term of the w= arranties set forth by this Section shall be the longer of (a) the maximu= m term allowed by applicable law; or (b) thirty-six (36) months from ship= ment or twenty-four (24) months from the date of acceptance of the Goods.= During the applicable warranty term and upon WESCO's request, Seller= , at its sole expense, shall repair, replace or reimburse WESCO for all o= r any part of any Good that fails to comply with any of the warranties an= d representations set forth in this Section. Furthermore, WESCO shall hav= e the right to return to Seller at Seller's sole expense Goods shippe= d to WESCO that are in excess of or less than the quantity designated by = the Agreement. Any Goods returned in accordance with this Section will be= returned at Seller's sole cost and expense.

Additionally, Seller warrants and represents tha= t all Services will be performed and all Goods will be manufactured, pack= aged, shipped, labeled and marked in compliance with, and will meet or ex= ceed the standards of all applicable laws, statutes, regulations, guideli= nes, orders and policies ("Laws"). Applicable Laws also include= all environmental, health or safety Laws of any gover nmental agency hav= ing jurisdiction in the location where the Goods are to be shipped or any= Services are to be performed. WESCO may return any Goods not thus manufa= ctured, packaged, shipped, labeled and marked at Seller's sole cost a= nd expense. The warranties set forth by this Section 5 will last indefini= tely.

6.    = ;Indemnification. Seller will indemnify, defend an= d hold harmless WESCO and its officers, directors, employees, agents and = representatives from and against any and all losses, damages, liabilities= and assessments, including, but not limited to, property damage, persona= l or bodily injury, or death ("Losses"), that may arise pursuan= t to or in connection with the Agreement or the Goods or the Services, re= gardless of whether such Losses are suffered by WESCO or arise pursuant t= o or in connection with a third-party suit, claim, counterclaim, demand, = judgment or other action (each a "Claim). Seller's indemnificati= on obligation applies whether Seller alone was negligent; whether WESCO a= lone was negligent; whether any third party alone was negligent; whether = Seller, WESCO or a third-party were negligent in any combination, whether= jointly or concurrently; or whether neither WESCO, nor Seller, nor any t= hird party was negligent. For the avoidance of doubt, this indemnificatio= n obligation requires Seller to pay any judgments against WESCO resulting= from any Claim, any court costs of WESCO in connection with any Claim, a= nd any reasonable legal fees and disbursements incurred by WESCO in WESCO= 's defense of any Claim. WESCO will have the sole and exclusive right= to conduct the defense of any Claim at Seller's sole expense. Seller= 's indemnification obligation does not depend on the truth of any all= egations made against WESCO, Seller or any third party.

7.    = ;Inspection and Testing. WESCO reserves the right = to review Seller's quality assurance and quality control procedures, = and Seller, at Seller's expense, shall furnish to WESCO a reasonable = number of samples of any Goods. WESCO may inspect and witness Seller'= s testing. To this end, WESCO will be granted access to all parts of Sell= er's plant(s) or Seller's subcontractor's plant(s) engaged in= the manufacturing or processing of any part of the Goods. The inspection= and witnessing of testing by WESCO's representatives, the lack there= of, or lack of comment or other response from WESCO's representative = will in no way release Seller from any of Seller's obligations under = the Agreement. Seller shall ensure that this term becomes a part of Selle= r's purchase orders to subcontractor's manufacturing or processin= g any part of the Goods. Seller and Seller's subcontractors must noti= fy WESCO at least five calendar days in advance of the date when any insp= ection or test can be made. If, for any reason, the date is set back, Sel= ler must notify WESCO immediately. Unless otherwise stated, Seller must f= urnish the status of any engineering, material procurement, production an= d shipping information every 14 days, at a minimum. Seller and its subcon= tractors must furnish at their own expense all tools, instruments, appara= tus, equipment, utilities, facilities, services and materials necessary f= or carrying out safe and convenient inspections and tests. Notwithstandin= g any of the foregoing, the making or failure to make any inspection of t= he Goods must in no way impair WESCO's right to reject defective Good= s or Goods that breach any applicable warranty or representation, nor be = deemed to constitute acceptance by WESCO of the Goods, nor in any way aff= ect Seller's obligations under the Agreement.

8.    = ;Changes. WESCO will have the right to make change= s in any drawings, specifications, designs, blueprints, dies, patterns, t= ools, printing plates, and other items for Goods or Services. If Seller b= elieves that any such change affects the price or delivery date for such = Goods, Seller must so notify WESCO in writing, with adequate supporting d= ocumentation, within five (5) calendar days after receipt of WESCO's = change. Seller must suspend performance of the change unless thereafter r= eleased in writing by WESCO to perform the change, and WESCO and Seller w= ill agree upon an equitable adjustment in the price and/or delivery date = to reflect the effect of such change. Seller's request for any adjust= ments will be deemed waived unless submitted in writing within such fi ve= (5) calendar days after Seller receives direction from WESCO to make suc= h changes. Seller may not suspend performance of the unaffected portion o= f the Agreement while WESCO and Seller are in the process of making such = changes and any related adjustments or at any time thereafter unless so i= nstructed in writing by WESCO. If released in writing, Seller must comply= with and perform such change in accordance with the terms of the Agreeme= nt. The failure of Seller and WESCO to agree on an equitable adjustment f= or the change will in no way affect Seller's responsibility to comply= with and perform such change in accordance with this Agreement.

9.    = ;Suspension. WESCO may, at any time, by written no= tice to Seller suspend further performance of all or any portion of the A= greement. Such suspensions will neither exceed one hundred eighty (180) c= onsecutive calendar days each nor more than two hundred seventy (270) tot= al calendar days in the aggregate. Upon receiving any such notice of susp= ension, Seller shall promptly suspend further performance of the Agreemen= t to the extent specified and, during the period of such suspension, shal= l properly care for and protect all work in progress and materials, suppl= ies and equipment Seller has on hand for performance of the Agreement. Se= ller shall use Seller's best efforts to utilize Seller's material= , labor and equipment in such a manner as to mitigate costs associated wi= th suspension. WESCO, may, at any time, withdraw the suspension as to all= or part of the suspended performance by written notice to Seller specify= ing the effective date and scope of withdrawal, and Seller must, on the s= pecified date of withdrawal, resume diligent performance of the work for = which the suspension is withdrawn. If Seller believes that any such suspe= nsion or withdrawal of suspension justifies modification of the purchase = order price or time for performance, Seller must comply with Section 8 he= reof entitled "Changes". In no event will Seller be entitled to= any loss of prospective profits, contributions to overhead, or any direc= t, incidental, consequential, contingent, indirect, exemplary, punitive, = circumstantial or other damages because of such suspension or withdrawals= of suspension.

10.   &nbs= p;Termination/Default - Cancellation. WESCO will h= ave the right to terminate this Agreement at any time upon payment of all= reasonable direct costs actually incurred by Seller in connection with t= he Agreement as of the termination date, provided that Seller must use it= s best efforts to mitigate costs associated with termination. WESCO reser= ves the right, by written notice of default, to cancel the Agreement, wit= hout liability to WESCO, in the event of the happening of any of the foll= owing: insolvency of Seller, the filing of a voluntary petition in bankru= ptcy by Seller, the filing of an involuntary petition to have Seller decl= ared bankrupt, the appointment of a receiver or trustee for Seller, or th= e execution by Seller of an assignment for the benefit of creditors. If S= eller fails to perform as specified herein, or if Seller breaches any of = the terms hereof, WESCO reserves the right, without any liability to WESC= O, upon giving Seller written notice, to (i) cancel this Agreement in who= le or in part, or (ii) obtain the Goods or Services from another source w= ith any excess cost resulting therefrom, chargeable to Seller, if such de= ficiencies are not remedied. The remedies provided shall be cumulative in= addition to any other remedies provided at law or in equity.

11.   &nbs= p;Subcontractors. Except in respect of goods and s= ervices bought or procured in the normal course of Seller's business,= Seller will not subcontract any part of the manufacture and supply of Go= ods or performance of Services without WESCO's prior written consent.= No subcontracting by Seller will relieve it of any of its duties, obliga= tions, responsibilities and liabilities. Seller will ensure that all mate= rial terms of the Agreement as pertain to the subcontracting of the manuf= acture and supply of any Goods or performance of Services are incorporate= d into any subcontract.

12.   &nbs= p;Drawings and Other Items. Unless otherwise expre= ssly provided in the Agreement, any and all drawings, specifications, des= igns, blueprints, dies, patterns, tools, printing plates, and other items= used in connection with the manufacture of the Goods under the Agreement= that are expressly prepared or constructed by Seller pursuant to the ter= ms of the Agreement will be the property of WESCO and, upon completion of= deliveries of the Goods or Services under the Agreement or upon terminat= ion of the Agreement, promptly must be delivered to WESCO. No deviation f= rom or any modification to any drawings, specifications, designs, bluepri= nts, dies, patterns, tools, printing plates, or other items will be made = by Seller without the prior written consent of WESCO.

13.   &nbs= p;Insurance. Prior to Seller's commencing any = work under the Agreement on property owned or controlled by WESCO or by a= ny other party on whose property the Services are performed or the Goods = are installed, Seller must, at its expense, procure and maintain worldwid= e commercial general liability insurance reasonably acceptable to WESCO i= ncluding but not limited to blanket contractual and products liability co= verage in an amount not less than $2,000,000 (or local currency equivalen= t) per occurrence combined single limit of liability for personal injury = and property damage. Prior to commencing any work, Seller must furnish to= WESCO written certificates establishing that the above insurance has bee= n procured and is being maintained, which certificates must provide that = written notice of cancellation must be given to WESCO at least fifteen (1= 5) days prior to the effective date of the cancellation.

14.   &nbs= p;No Liens. Seller's obligations under the Agr= eement will include keeping WESCO's premises free from all claims, li= ens and encumbrances. Seller and all of Seller's subcontractors and s= uppliers of any tier waive all rights of lien against WESCO's propert= y and premises for labor performed or for Goods. Seller agrees to indemni= fy, defend and hold WESCO harmless from any and all claims.

15.   &nbs= p;Servicing of Goods. During the term Goods are su= pplied hereunder and for a period of six (6) years after WESCO has comple= ted the last purchase of Goods, Seller will supply all of WESCO's ser= vice and replacement requirements for the Goods at the most recent valid = prices.

16.   &nbs= p;Confidentiality. The Agreement, any documents in= corporated herein by reference, any drawings, specifications, designs, bl= ueprints, dies, patterns, tools, printing plates, and other items that WE= SCO may furnish to Seller in connection with the Goods or Services, and a= ll information designated by WESCO as confidential or proprietary will be= deemed "Confidential Information." Seller hereby agrees to mai= ntain and keep all Confidential Information in confidence and not to disc= lose it to any third party or use such information for any purpose, excep= t as authorised by WESCO for the performance of the Agreement. Seller may= not use the Confidential Information for any purpose not expressly permi= tted hereby. Seller shall take all precautions to prevent the disclosure = Confidential Information that it takes with respect to its own Confidenti= al Information, and Seller hereby warrants and represents that it engages= in at least reasonable efforts to prevent the disclosure of its own Conf= idential Information. Seller shall require these same undertakings regard= ing confidentiality to be made by any subcontractor to whom Confidential = Information is disclosed. Seller shall return or destroy any and all Conf= idential Information upon demand of WESCO, delivery of the Goods or perfo= rmance of the Services.

17.   &nbs= p;Independent Contractor. The relationship of WESC= O and Seller pursuant to the terms and conditions of the Agreement is and= will at all times be that of independent contractors, and no agency, par= tnership, joint venture or other similar relationship is intended or crea= ted hereby. If any of the Goods require, in connection with their install= ation or any work upon them, the services of Seller's employees, repr= esentatives or agents, Seller agrees to furnish the same at no additional= cost to WESCO. The employees, representatives or agents performing those= services will not be deemed to be the agents or employees of WESCO, and = Seller assumes full responsibility for their acts and omissions and exclu= sive liability for any payroll taxes, contributions imposed by any federa= l or state law, or any employee benefit plans.

18.   &nbs= p;Interpretation. None of WESCO's or Seller= 9;s directors, officers, partners, managers, employees, agents, directors= or representatives have any authority to orally modify or alter in any w= ay the terms and conditions of the Agreement. The terms, conditions, and = limitations set forth in the Agreement can be modified, altered, or added= to only by a contemporaneous or subsequent written instrument signed by = an authorised representative of WESCO or by language included on the face= of this document. Regardless of how many times WESCO purchases or has pu= rchased goods from Seller by whatever means, each time Seller accepts the= Agreement, WESCO and Seller enter into a separate agreement that will be= interpreted without reference to any other agreement between WESCO and S= eller, or what Seller may claim to be a course of dealing or course of pe= rformance that has arisen between WESCO and Seller. No inconsistent usage= of trade or industry custom, if any, prior to, contemporaneous with or s= ubsequent to the making of the Agreement will waive, vary, serve to expla= in or serve to interpret any of the terms, conditions and limitations of = the Agreement. The Agreement is the sole and exclusive agreement with res= pect to the matters discussed herein, (except for any contemporaneous wri= ting expressly modifying the terms and conditions hereof, which is hereby= incorporated herein by reference and made a part hereof) and supersedes = all prior and contemporaneous agreements and understandings, negotiations= , inducements, representations or conditions, whether oral or written, wh= ether express or implied, with respect to such matters. Failure by WESCO = to enforce any of the terms, conditions and limitations of the Agreement = will not constitute a waiver of those terms, conditions and limitations o= r a waiver of any other terms, conditions or limitations of the Agreement= , and the failure of WESCO to exercise any right (whether provided by any= agreements governed by the terms and conditions of the Agreement, law, e= quity, or otherwise) arising from WESCO's default under the Agreement= will not constitute a waiver of that right or any other rights. All comm= unications in connection with the Agreement will be in English.

19.   &nbs= p;Setoff. WESCO shall have the right to set off th= e amount of return credits or other sums owed to WESCO's customers ar= ising out of Goods or Services sold to WESCO under any agreement governed= by this Agreement between Seller and WESCO from amounts owed to Seller u= nder any agreement governed by this Agreement or any other agreement betw= een Seller and WESCO.

20.   &nbs= p;Security. If WESCO makes any advance or progress= to Seller under this Agreement, upon WESCO's request, Seller agrees = to execute a security agreement and any other documents required for WESC= O to perfect such an interest (all in form satisfactory to WESCO) grantin= g a security interest to WESCO, effective in all states of fabrication or= manufacture in the proceeds, raw materials and goods which are sought to= be, purchased, manufactured or otherwise obtained pursuant to this Agree= ment.

21.    Country of Origin. Seller agrees= to provide the country of origin for each Good. In the event that countr= y of origin changes, Seller will immediately notify WESCO with the update= d information.

22.    Code of Conduct. Seller warrants= that it will: (i) comply and take all necessary steps to assist WESCO in= complying with any standards of business conduct prescribed by law or re= gulation, including all laws and regulations pertaining to entertainment = or providing gratuities; (ii) it will comply with WESCO's Code of Bus= iness Ethics and Compliance, located at http://www.wesco.com/governance/POLCodeof= Conduct.pdf, which is incorporated herein; and (iii) it will not dire= ctly or indirectly, and it has no knowledge that other persons have or wi= ll, directly or indirectly, make any payment, gift or other commitment to= government officials or to agents, directors and employees of WESCO or a= ny other party in a manner contrary to applicable laws (including but not= limited to the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Brib= ery Act) and shall comply with all relevant laws, regulations, ordinances= and rules regarding bribery and corruption.

23.    Miscellaneous. Neither the Agree= ment, nor any right to receive payment or other right hereunder, will be = assignable or transferable by Seller without WESCO's prior written co= nsent, except as otherwise provided in Section 11 hereof. The negotiation= , execution, performance, termination, interpretation and construction of= the Agreement and any non-contractual obligations arising from or connec= ted with the Agreement will be governed by English law and the parties he= reby submit irrevocably to the exclusive jurisdiction of the English cour= ts to resolve any dispute between them, provided that WESCO shall have th= e right, as claimant, to initiate proceedings against Seller in any other= court of competent jurisdiction. Any provision of the Agreement held to = be invalid, illegal or unenforceable will be ineffective to the extent of= such invalidity, illegality or unenforceability without affecting the va= lidity, legality and enforceability of the remaining provisions thereof. = Provisions of the Agreement which are either expressed to survive its exp= iry or termination or from their nature or context it is contemplated tha= t they are to survive such termination shall remain in full force and eff= ect notwithstanding such expiry or termination. The Contract (Rights of T= hird Parties) Act 1999 shall not apply to the Agreement. Seller represent= s and warrants that it has both the authority and the capacity to enter i= nto the Agreement.

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