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Corporate Purchasing Agreement Confidential Pale 13 Party at its address designated on the signature page, or at such other address as such other Party shall have furnished in writing to the notifying Party in accordance with this Section 18. 19.0 FORCE MAJEURE. Neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, shortages, inability to procure product, supplies or raw materials, severe weather conditions, acts of subcontractors, interruption of utility services, war or other violence, any law, order or requirement of any governmental agency or authority or other causes beyond the reasonable control of such Party (other than causes related to such Party's financial condition or with respect to the payment of money), provided that such Party has promptly informed the other Party of such force majeure event upon the occurrence thereof (including a reasonable estimate of the additional time required for performance) and such Party uses best efforts and all due diligence to effect the required performance as soon as reasonably practicable. 20.3 Governing La~_v. The provisions of this Agreement shall be construed in accordance with the laws of the State of New York excluding its conflicts of law provisions. 20.4 Assignment. The rights and obligations of Buyer under this Agreement may not be assigned by Buyer, nor may Buyer subcontract or otherwise delegate the perforn~ance of any of its duties here under without, in either case, Supplier's prior written consent (which consent shall not relieve Buyer of any obligations hereunder or of full responsibility for any permitted Subcontractors or delegates). Supplier may assign (i) this Agreement to an Affiliate (ii) its right to payments herein, in either case, without the consent of Buyer. Any assignment or delegation in contravention hereof shall be null and void. This Agreement shall be binding upon the Parties hereto, their heirs, successors, assigns and personal representatives, and reference to the Buyer and Supplier shall include their respective successors and permitted assigns. 20.5 Modifications in Writing. Any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized Representatives of both Parties. 20.0 MISCELLANEOUS. 20.1 Severability. If any provision of this Agreement is'declared or found to be illegal, unenforceable or void, then such provision shall be null and void but each other provision hereof not so affected shall be enforced to the full extent permitted by applicable law. If any provision of this Agreement is found to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as to be enforceable. 20.2 Waiver. No waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shalt be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. 20.6 Inte agr tion. This Agreement, together with any exhibits, schedules, or attachments to this Agreement or any other document incorporated herein by reference, sets forth the entire agreement and understandings between the Parties hereto with respect to the subject matter hereof. This Agreement supersedes all previous discussions and negotiations between the Parties and supersedes and replaces any other agreement that may have existed between Buyer and Supplier with respect to the subject matter hereof. 20.7 Survival. Unless otherwise provided herein, the rights and obligations of any Party which by their nature extend beyond the expiration or tern~ination of this Agreement shall continue in full force and effect Attachment number 5 F_~ Page 230 of 433 C 0 n C i i~ u' i r u 1 fl