Buyer Representation and Indemnity
Buyer will comply with all applicable laws and regulations regarding his, her, or its performance under the Contract and the use, transfer, or other disposition of the Products sold under the Contract, including without limitation all state and local laws of the Buyer’s residence, export or import control laws or regulations, any Office of Foreign Asset Control (OFAC) prohibitions, and the United States Foreign Corrupt Practices Act. Buyer will obtain any necessary licensing required under any applicable export or import control law or regulation, and Buyer will not require performance hereunder prior to providing proof of any required license. Buyer will not require the performance of the Contract in such manner that would violate any export or import control law or regulation. Buyer is not a non-U.S. governmental agency or instrumentality, an official of a political party, or a candidate for political office. No governmental official, and no official of any governmental agency or instrumentality is or will become associated with, or will own or presently owns an interest, whether direct or indirect, in Buyer or has or will have any legal or beneficial interest in the Contract or the payments to be made hereunder.
Buyer agrees that any product intended for human use made with the Products sold under the Contract shall be packaged for end use with all required warnings and all required warning labels. Further, to the fullest extent permitted or not prohibited by law, Buyer agrees to indemnify, defend and hold Seller, its members, affiliated and subsidiary companies, and such entities’ respective officers, directors, shareholders, agents and employees, and such individuals’ and entities’ successors and assigns (individually or collectively, the “Seller Parties“), harmless from and against any and all losses, costs, damages, fines, fees, claims, liabilities, lawsuits, arbitrations, penalties, expenses, settlement costs, and obligations of every kind and description (including without limitation reasonable attorneys’ fees), contingent or otherwise (individually or collectively, the “Claims“), which are paid, incurred, suffered by or asserted, either directly or indirectly, against the Seller Parties, which arise out of or relate, directly or indirectly, to (i) Buyer’s breach of the Contract, (ii) any allegation or claim of violation by Buyer or by any subsequent purchaser and/or user of Products sold under the Contract, or any purchaser and/or user (or anyone claiming by, through or under Buyer or any subsequent purchaser and/or user) of any product incorporating Products sold under the Contract, of any applicable law or regulation (including, without limitation, in connection with the sale, use or other disposition of the Products sold under the Contract), (iii) the negligence, intentional act or strict liability of Buyer, its agents and employees (including, without limitation, claims alleging economic loss, bodily injury or death, or injury to or destruction of tangible property, including the loss of use resulting there from), and/or (iv) any and all claims of every kind and description arising out of or relating to the subsequent use, sale or other disposition of the Products sold under the Contract, including without limitation product liability claims. At Seller’s request, Buyer shall defend Seller, at Buyer’s expense, against any such Claims made against Seller.
Buyer warrants that all information provided to Seller is true and accurate, and acknowledges that Seller is relying upon such information in relation to the provision of Products under the Contract.