Purchase Order Terms and Conditions
1. Acceptance of These Purchase Order Terms These Purchase Order Terms, together with Flowserve’s Purchase Order (a “Purchase Order”), govern the purchase of the goods, materials, services, software and/or equipment (the “Goods”) by Flowserve US Inc., on behalf of each of its subsidiaries, affiliates, and its designees (“Flowserve”) from Supplier. Flowserve and Supplier may hereinafter be collectively referred to as the “parties”, each a “party”. These Purchase Order Terms supersede any other terms between the parties; however, if the parties have entered into a Flowserve Master Supply Agreement (“MSA”), then each Purchase Order issued hereunder will be governed by the MSA and these Purchase Order Terms. The Purchase Order, Purchase Order Terms, and MSA (if any), together with any written change orders thereto, constitute the “Agreement”. In case of discrepancy between the documents included in the Agreement, the following order of precedence applies, with items with a lower number having priority over, and controlling in the event of a conflict with, items with a higher number: (1) MSA; (2) Purchase Order; (3) Purchase Order Terms.
2. Payment and Invoices Payment of undisputed amounts shall be due 60 days following the later of (a) Flowserve’s receipt of Supplier's invoice, or (b) Flowserve’s receipt of the Goods. If Supplier fails to issue such invoice within 60 days after delivery of the Goods and documentation, Flowserve shall be entitled to discount any invoice issued later than said 60 days by 15%, without notice, credit memo, or any other form of Supplier acknowledgement. Flowserve must receive Supplier’s invoices within 90 days after delivery of the Goods. Invoices shall be denominated in the currency stipulated in the Purchase Order; prices shall include all necessary packing, and exclude any VAT. Flowserve retains the right to withhold payment for nonconforming Goods and/or for invoices that are not valid due to incomplete documentation. Prices specified in a Purchase Order shall be fixed for the quantity specified and shall not be subject to any revision unless the Purchase Order is modified by Flowserve.
3. Compliance With Laws Supplier warrants that all Goods provided hereunder have been produced and all services performed compliant with all applicable international, national, state and local laws and ordinances and all lawful orders, rules, regulations, codes, standards and treaties and those pertaining to the manufacture, labeling, invoicing, and sale of such Goods.
4. Transfer of Title and Delivery Title to Goods shipped under any Purchase Order passes to Flowserve upon receipt of the Goods by Flowserve at Flowserve’s specified destination. Supplier will deliver the Goods FCA (named place), as such term is defined in Incoterms ® 2020. Time, quantity, and delivery to the delivery location are of the essence for all Goods or documentation to be delivered hereunder. As used herein, the term "Delivery" means the supply of all Goods complete with all required documentation including test certificates if applicable, strictly in the quantities, by the methods, to the delivery locations and by the delivery dates, to the extent specified in a Purchase Order or the MSA. If the Flowserve believes that the Supplier will be unable to meet the delivery date(s) or the Supplier breaches any other term of these Purchase Order Terms, the Flowserve may, without prejudice to any other rights Flowserve may have herein or at equity or in law, approve a revised delivery date, require expedited or premium shipment, or terminate the applicable Purchase Order and obtain similar goods from other sources. If Flowserve terminates, in whole or in part, the applicable Purchase Order, Flowserve may procure Goods similar to those terminated, in which case Flowserve shall continue performance of each respective Purchase Order to the extent not terminated and Supplier will be liable to Flowserve for any excess costs for such replacement Goods and/or losses suffered by Flowserve due to Supplier’s default. Flowserve further has the right to impose liquidated damages of 1% of the Purchase Order value per day for each day Supplier is late on documentation submittals, delivery of software, and/or delivery of the Goods. The maximum amount of liquidated damages payable by Supplier under the preceding sentence will not exceed 50% of the Purchase Order value. The application of liquidated damages shall be in addition to any other rights and remedies of Flowserve set forth herein or at law. Liquidated damages for which Supplier may become liable are agreed as a pre-estimate of the losses which may be sustained by Flowserve if Supplier fails in its relevant obligations under these Purchase Order Terms, the MSA, or the Purchase Order and not as a penalty. In case of material delay, Flowserve has the option to accept or refuse the order, and Supplier shall be liable for all damages suffered by Flowserve resulting from such delay. Delivery dates can be postponed by mutual agreement for Force Majeure Events though Flowserve will retain the right to terminate the Purchase Order in accordance with Section 10 "Termination." As used herein, “Force Majeure Events” are delays or failures of Supplier to perform obligations under the Agreement to the extent that such delays or failures were caused directly by an event beyond Supplier's control, without Supplier's fault or negligence and that by its nature could not have been foreseen by Supplier or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, acts of God, acts of civil/military authority, fires, strikes (except for those between Supplier and Supplier’s employees), epidemics, quarantines, or unforeseen transportation delays or embargoes). Supplier must give Flowserve prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event and the anticipated duration of such Force Majeure Event.
5. Warranty In addition to any other express warranties provided by Supplier specified in the product descriptions or the MSA: Supplier warrants that the Goods ordered under any Purchase Order, or the sale or use thereof by Flowserve or its customer will not result in infringement or misappropriation of patent, trademark, model or any other intellectual property rights of third parties. Supplier agrees to indemnify, defend, and hold harmless Flowserve, its successors, assigns, customers and users of the Goods (“Indemnified Parties”), against all suits at law and in equity, and from all legal expenses (including attorneys’ fees), damages, claims and demands for actual or alleged infringement of any patent or other intellectual property right by reason of the sale or use of the Goods. If the use or sale of any Goods is enjoined because of any proceeding, Supplier at no expense to Flowserve shall obtain for the Indemnified Parties the right to use and sell such Goods or shall substitute equivalent Goods acceptable to Flowserve with equal or better functionality and extend this indemnity with respect to such equivalent Goods. If Supplier is unable to secure such right of use or to secure equivalent Goods as a substitute, Supplier will indemnify, defend and hold harmless Indemnified Parties from all losses or damages sustained by reason of such injunction and Flowserve shall be entitled to a full refund of the price paid to Supplier for the Goods. Additionally, Supplier expressly warrants that all Goods sold or manufactured by it hereunder: are free from defects, latent or otherwise, in design, workmanship and materials; conform strictly in all respects, to the specifications, drawings, samples, descriptions, quality requirements, performance requirements, statements of work, and fit, form and function requirements furnished, specified or approved by Flowserve for the Goods; are fit and sufficient for the use and purpose specified in the Purchase Order; and are merchantable and of state-of-the-art workmanship. Supplier also assumes all costs for loss or damage to Flowserve and indemnifies Flowserve against loss for claims of products liability resulting from delivery by Supplier of nonconforming materials to Flowserve. The warranties provided in this Section shall expire eighteen months after the date on which such Goods (excluding repaired or replacement Goods furnished pursuant to this warranty) are shipped by the Supplier to the Flowserve or twelve months after such Goods are first placed in operation, whichever period shall last expire. For any repaired or replaced Goods or components thereof, the warranty period shall start anew for the same period from the date at which it is put into operation following repair or replacement. All warranties provided in this Section shall survive receipt, inspection, test, acceptance, use, and payment by Flowserve and shall run to Flowserve, its successors, assigns, customers and the users of Supplier’s Goods. Neither approval by Flowserve of Supplier’s design nor acceptance of the Goods shall release or discharge Supplier from liability for damages resulting from a breach of Supplier’s warranties under this Section. If any Goods do not conform to the terms of the foregoing warranties, Flowserve may also elect, at Supplier’s sole cost, to require Supplier to repair or replace the non-conforming Goods at the location specified by Flowserve (which may include Supplier's location, Flowserve's location or the location of a third party), purchase similar goods from another source, produce similar goods itself, repair the Goods itself or have a third party repair the Goods, or retain the rejected Goods; in each case without limiting the exercise by Flowserve of any other rights available to Flowserve under the Agreement or pursuant to applicable law. Such remedy of defects by Flowserve shall not affect the warranty obligations of Supplier. The repaired or replaced Goods shall be delivered free of charge, to the destination specified by Flowserve. Standard shipping mode will be used for delivery to the destination designated by Flowserve or if the Flowserve deems necessary, the Goods will be shipped via expedited means with additional costs to be paid by Supplier. Costs associated with the repair or replacement of the Goods under this warranty, including freight, assembly, installation insurance, testing, access, removal, reinstallation, and inspection will be borne by the Supplier and there shall be no limit on said costs. Supplier expressly warrants that all software sold by it shall be new and shall be free from material defects in manufacture, materials and design, and shall function properly under ordinary use and operate in conformance with its applicable specifications and documentation for the warranty period as provided herein. Supplier will provide warranty service to Flowserve at no additional cost and will include all services or replacement software necessary to enable Supplier to comply with the warranties set forth herein. The foregoing representations and warranties in this Section 5 shall survive the termination of the applicable Purchase Order and shall continue until the expiration of the warranty period.
6. Proprietary Data and Equipment Proprietary data shall include all information, material and data disclosed to Supplier, including: patterns, drawings or other data, designs, concepts, ideas, layouts, schedules, tools, jigs, dies, sales, cost or price analysis, evaluations, formulae, lists, marketing analyses, plans or equipment furnished by Flowserve (collectively, “Proprietary Data”). Such Proprietary Data is disclosed in confidence and shall be and remain Flowserve's sole property, and such items or any copies, articles or parts therefrom will not be furnished to others without Flowserve's written consent. No rights or licenses are granted to Supplier in any Flowserve Proprietary Data. If any such Proprietary Data is damaged or lost, Supplier must repair or replace it prior to its return to Flowserve. Supplier shall only use the information or data supplied by Flowserve solely to accomplish work covered by these Purchase Order Terms and for no other purpose whatsoever. Flowserve shall have the right to request Supplier to return all Proprietary Data at any time and Supplier shall promptly comply at its own cost and expense.
7. Indemnification and Limitation of Liability Supplier shall be liable for any and all claims, actions and all expenses incidental to such claims or actions (including damages, costs, expenses (including attorneys’ fees), liabilities, suits, fines, penalties and/or liquidated damages (collectively, “Claims”)) incurred by Flowserve or Flowserve’s customers and caused by Supplier, its directors, officers, employees, successors and/or assignees, Supplier’s suppliers and subsuppliers, their directors, officers, employees, successors and/or assignees, and/or Supplier’s Goods and all supplier and sub-supplier components thereof, including the failure to deliver in accordance with the requirements as specified in a Purchase Order. Supplier assumes the responsibility and liability, and to the fullest extent permitted by law, agrees to defend, indemnify and hold harmless Flowserve and Flowserve’s customers and its and their respective directors, officers, employees, successors and/or assignees from and against any and all Claims resulting from, arising out of or occurring in connection with Flowserve’s or Flowserve’s customer’s access to or use of the Goods, Supplier’s breach of the Agreement, damage to real or tangible personal property or death or bodily injuries to persons caused or contributed to by the tortious or willful acts or omissions of the Supplier or anyone acting under its direction or control or on its behalf in the course of its performance under these Purchase Order Terms or any Purchase Order, defective or incorrect Goods, and Supplier’s acts or omissions, including without limitation, failure to comply with laws and regulations, except that Supplier’s obligation to indemnify in accordance with the foregoing shall not apply to any liabilities arising solely from Flowserve’s negligence. FLOWSERVE SHALL NOT BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF BUSINESS OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT SUPPLIER HAS ADVISED FLOWSERVE OF THE POSSIBILITY OF THE SAME, IN CONNECTION WITH THE AGREEMENT. IN NO EVENT SHALL FLOWSERVE’S AGGREGATE LIABILITY TO SUPPLIER HEREUNDER (INCLUDING ATTORNEYS’ FEES AWARDED) EXCEED THE LESSER OF THE AMOUNT OF THE PURCHASE ORDER UNDER WHICH LIABILITY AROSE OR THE AMOUNT PAID BY FLOWSERVE TO SUPPLIER UNDER THE AGREEMENT, IN THE AGGREGATE, FOR THE THREE-MONTH PERIOD PRECEDING THE CIRCUMSTANCE(S) GIVING RISE TO LIABILITY.
8. Requests for Information Supplier agrees to provide timely and accurate responses to Flowserve for any requests for information. Failure by Supplier to provide timely and accurate responses shall constitute a material breach of contract and default by Supplier.
9. Governing Law These Purchase Order Terms and all Purchase Orders and any exhibits and/or attachments will be governed by the laws of the State of Texas, U.S., excluding conflict of laws rules, if Supplier is located in North or South America, the laws of Singapore if Supplier is located in Asia or Australia, and the laws of England and Wales if Supplier is located outside of North or South America, Asia and Australia. All disputes arising out of or in relation to this Agreement will be submitted to the exclusive jurisdiction of the courts of Dallas, Texas when the laws of Texas apply, Singapore when the laws of Singapore apply, or London when the laws of England and Wales apply. Nothing in this Section will restrict Flowserve’s right to bring an action (including for example a motion for injunctive relief) against the Supplier in the jurisdiction where Supplier’s place of business is located. Each party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. The United Nations Convention on Contracts for International Sale of Goods does not and will not apply to these Purchase Order Terms or any Purchase Orders.
10. Termination and Suspension Flowserve may terminate any Purchase Order in whole or in part at its convenience at any time by giving 30 days written notice to Supplier. Upon receipt of Flowserve’s termination notice, Supplier shall immediately discontinue providing Goods and services to the extent specified in the notice. Within 30 days after receiving Flowserve's termination notice under this paragraph, Supplier must submit to Flowserve a written notice setting forth Supplier’s reasonable out-of-pocket costs incurred as of the date of termination in furnishing Goods under the Purchase Order. If Flowserve does not receive Supplier’s notice within such 30-day period, Flowserve will not be obligated to pay such costs. Flowserve may terminate any Purchase Order, by providing written notice to Supplier if Supplier materially breaches any term of the Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Supplier within a commercially reasonable period of time under the circumstances, in no case exceeding 30 days following Supplier's receipt of written notice of such breach. Flowserve may terminate immediately any Purchase Order upon written notice to Supplier in the event of the liquidation or insolvency of Supplier, the appointment of a receiver or similar officer for Supplier, an PURCHASE ORDER TERMS Confidential and proprietary. No disclosure to a third party without prior written consent of both parties. Page 2/2 Rev. 05/2020 assignment by Supplier for the benefit of all or substantially all of its creditors, entry by Supplier into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or the filing of a meritorious petition in bankruptcy by or against Supplier under any bankruptcy or debtors' law for its relief or reorganization. Flowserve may immediately terminate any Purchase Order without the necessity of giving prior notice to Supplier, and without any penalty or costs, for any failure to strictly adhere to the obligations and promises made in Section 3 “Compliance with Laws” by Supplier. Upon termination of a Purchase Order, Flowserve may at its discretion, purchase Supplier’s existing inventory for finished Goods, work in progress or raw materials relating to the Goods. Supplier will take all actions necessary to protect any property in which Flowserve has a security interest. In addition, Flowserve shall have the continued right to use any software delivered by Supplier in conjunction with Goods purchased and paid for under any Purchase Order. Flowserve may, on written notice, suspend supply of all or part of the scope of Goods under the Purchase Order. In case of suspension, Supplier will discontinue supply of Goods as detailed in the notice of suspension and will properly protect and secure such Goods. Any invoices due to be paid prior to the date of suspension will remain due and payable. The parties will treat the suspension as a change order unless the suspension is related to a Supplier’s breach of the Purchase Order. Flowserve may at any time withdraw by written notice all or part of a suspension and, upon receipt of such notice Supplier will promptly resume and diligently continue supply of the Goods for which the suspension was withdrawn.
11. Assignment and Subcontracting Performance of any Purchase Order by any entity other than Supplier shall not be assigned or transferred (including any assignment or transfer by merger, acquisition, operation of law or otherwise) by Supplier without the prior written consent of Flowserve. Any purported assignment or transfer in violation of this paragraph is null and void.
12. Independent Contractor Supplier’s relationship to Flowserve in the performance of any Purchase Order is that of an independent contractor. Neither Supplier nor any of the persons furnishing materials or performing work or services which are required are employees of Flowserve. Supplier shall at its own expense comply with all laws and regulations concerning its status as an independent contractor.
13. Insurance Supplier shall, at Suppliers’ sole expense, maintain the following insurance, as well as any insurance required by law: Workers’ Compensation in respect of occupational illness, disease and death in accordance with the laws of the nation, state, territory or province having jurisdiction over Supplier’s employees and officers, including USL&H and Jones Act (if applicable). Workers Compensation coverage is not required in countries where it is not offered. Employer’s Liability Insurance will be carried with a limit of not less than USD $1,000,000 each accident. Commercial General Liability Insurance on an “occurrence” basis with a combined single limit of not less than USD $1,000,000 each occurrence. Such insurance shall include, but not be limited to Products/Completed Operation, Blanket Contractual Liability, Cross Liability (Severability of Insureds), and Coverage Territory Worldwide. Automobile Liability Insurance covering all owned, non-owned and hired automobiles with a combined single limit of not less than USD $1,000,000 each accident to the extent Supplier will be driving on Flowserve’s premises. Excess or Umbrella Liability Insurance (for purchases of critical equipment) to follow primary insurances (above) for a total third-party liability amount of not less than USD$5,000,000. Professional Liability Insurance (for IT and professional services) covering all acts, malpractice, errors or omissions in rendering or failing to render professional services in connection with the services being performed for Flowserve within their scope of services with a minimum limit of USD$5,000,000 per claim and in the aggregate. If coverage is written on a claims made basis, Supplier warrants that any retroactive date applicable to coverage under the policy precedes the effective date of the services and that continuous coverage will be maintained or an extended discovery period will be exercised for a period of three years from delivery. Privacy & Network Security Liability Insurance (for IT Services) covering all wrongful acts and the resulting damages and claims expenses in connection with the performance of services. Policy will include the following insuring agreements: Privacy Liability; Network Security Liability; Internet Media Liability; and Network Extortion. Data Breach Fund & Regulatory Proceeding coverage is required and may have a liability sub-limit of USD$100,000 and USD$500,000 respectively. Both policies will have a minimum limit of USD$2,000,000 per claim and USD$4,000,000 in the aggregate. Coverage will be continuous (by renewal or extended reporting period) for no less than 60 months following completion of services and acceptance by Flowserve. Coverage, including renewals will have the same retroactive date as the original policy. All Risk Property Insurance (if Supplier will have Flowserve’s property in their care, custody or control) against any risk of loss or destruction sustained by Flowserve’s property with replacement cost coverage. Such coverage will be extended to Flowserve’s property in Supplier’s care, custody, or control. Flowserve will be included as loss payee as their interests may appear. Transportation Insurance covering all risks of loss or damage sustained by the Goods during transportation of goods on a warehouse to warehouse basis, including land, ocean or air transit, and all loading/unloading or temporary storage until offloaded on site, in the event Flowserve does not arrange for such coverage. Such insurance will be adequate to cover one hundred ten percent (110%) of the combined replacement value of the cargo plus freight and the deductible, which will be for the Supplier’s account, will be no greater than USD$10,000 per loss. Flowserve will be named as a loss payee under such policy. Aviation Insurance (if Supplier’s scope of services includes the operating of any aircraft) with replacement cost coverage of all aircraft (including helicopters) owned, charted, hired or otherwise procured by Supplier, including passenger liability with limits of not less than USD$10,000,000 for each occurrence and Aviation Liability Insurance providing coverage for liability to third parties, with limits of not less than USD$10,000,000. Unmanned Aviation Insurance if Supplier’s scope of services includes the operation of any unmanned aircraft (drones) at Flowserve’s site, with limits of not less than USD$1,000,000. Protection and Indemnity Hull and Machinery Insurance, including collision and protection and indemnity liability coverage, with P&I limits of USD$3,000,000 per occurrence and hull limits of the fair market value of each vessel and barge (if the Supplier operates any watercraft vessels). Flowserve will be included additional insured as applicable. Supplier shall grant Flowserve additional insured status on the Commercial General Liability and Automobile Liability insurance listed above to benefit Flowserve, Flowserve’s respective officers, directors, employees and agents. Any policy deductible or self-insured retention on Supplier’s policies of insurance will be the responsibility of Supplier. Supplier shall cause their underwriter(s) to waive their right of subrogation against Flowserve, Flowserve’s respective officers, directors, employees and agents. Insurance or self-insurance (including deductibles or self-insured retentions) of Supplier will be primary and any insurance separately maintained by Flowserve will be excess. Prior to commencement of any Purchase Order and annually thereafter Supplier shall cause to be delivered to Flowserve Certificate(s) of Insurance evidencing all insurance requirements contained herein. Such certificate(s) shall include the name of insurance company, policy number and expiration date; coverage required and the limits on each, including the amount of deductibles or self-insured retentions (which shall be for the account of Supplier); a statement confirming that Flowserve has been named as an additional insured the Commercial General Liability and Automobile Liability policies in the amounts set forth above; a statement confirming that Flowserve has been granted a waiver of subrogation on workers compensation/employers liability, general liability and automobile liability; and a statement confirming that all required insurance is primary coverage and that Flowserve’s insurance is non-contributory. Required insurance policies shall contain a provision that Flowserve shall receive 30 days’ notice of cancellation or significant modification of any of Supplier’s policies that may affect Flowserve’s interest. It is expressly understood and agreed that coverages required herein represents Flowserve’s minimum limits and Supplier’s responsibility to provide insurance is in addition to and not intended to replace indemnity obligations assumed hereunder. Flowserve reserves the right at any time to terminate or suspend performance of the services, or any portion thereof, if Flowserve determines Supplier’s insurance coverages are inadequate.
14. Hazardous Goods Supplier shall mark hazardous Goods with United Nations approved placards and any additional placards required by nations, states, provinces, and/or cities, and to display the name(s) of the hazardous material. Transport and other documents shall include a declaration of the hazard and shall display the name(s) of the hazardous material. Hazardous Goods shall be accompanied by emergency information in English in the form of written instructions, labels and/or markings. Supplier shall comply with all applicable regulations and agreements relating to the packing, labeling and carriage of hazardous Goods. The Supplier shall indemnify the Flowserve for any costs, damages, suits, liabilities, or losses arising out of any hazardous Goods provided by Supplier. Supplier represents and warrants that it has appropriate checks and controls in place to ensure that any Goods delivered to Flowserve are in no way contaminated, including but not limited to radioactivity.
15. Anti-bribery, Export and Import Compliance; Wood Packaging Material Supplier represents and warrants that its officers, directors, employees, contractors, third parties and/or any other party acting on its behalf (collectively referred to as “Covered Parties”) such as consultants, agents, representatives, distributors, freight forwarders, customs brokers and joint venture partners, have not and will not offer, promise, authorize or make, directly or indirectly, any payments, to any private commercial or government official, agency, department, or government owned or controlled-entity in order to obtain or retain any contract, improper business opportunity, or any other improper business advantage, which would violate the U.S. Foreign Corrupt Practices Act (FCPA), United Kingdom Bribery Act, and/or any other applicable national, international, regional or local anti-bribery law and/or regulation. Supplier will immediately inform Flowserve, in writing, of any allegation of improper payments, gifts, or entertainment made, requested, or offered by any Covered Party to any private commercial or government official (or their family member). Supplier acknowledges and agrees that the Goods and associated technology, software, or services provided by Supplier may be subject to laws or regulations restricting their import, export, re-export, transfer or release to certain destinations, governments, legal entities and/or individuals, including those laws and regulations administered by the United States and/or other countries from which the Goods and associated technology, software, or services may by supplied or to which the Goods and associated technology or software may be shipped or in which services may be provided. These regulations include, but are not limited to, the U.S. Export Administration Regulations (U.S. EAR), the U.S. State Department’s International Traffic in Arms Regulations (ITAR), sanction regimes of the U.S. Department of Treasury Office of Foreign Assets Controls (OFAC), U.S. Customs and Border Protection (U.S. CBP), U.S. Federal Communications Commission (U.S. FCC) and various other import and/or export laws and regulations of the European Union (EU) and/or any of its member states. Supplier shall timely provide Flowserve and/or Flowserve’s designated approved customs broker, in writing, all relevant information that may be required to comply with all applicable import, export and/or re-export compliance laws and regulations including importer security filing requirements. Supplier further acknowledges that Flowserve may undertake to obtain any required license or other regulatory approval and shall rely upon the information provided by Supplier. Supplier represents and warrants that all wood packaging material (“WPM”) used to ship Goods to, or on behalf of Flowserve will fully comply with the International Plant Protection Convention Regulation ISPM No.15 "Regulation of Wood Packaging Material in International Trade" regarding treatment and labeling of WPM. Upon notice of Flowserve’s reasonable belief of Supplier’s non-compliance with these provisions, Supplier shall fully cooperate with the Flowserve’s efforts to determine whether such non-compliance has occurred and shall promptly take adequate actions to remedy any violations. Any breach of the warranties, representations, or agreements in this Section will constitute a material breach and grounds for immediate termination of any Purchase Order for cause by Flowserve and no commission, compensation, reimbursement or other payment will be due to Supplier.
16. Severability Should any provision of these Purchase Order Terms or any portion thereof be found to be unenforceable by a court of competent jurisdiction or panel of arbitrators with competent jurisdiction, as the case may be, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision by its severance therefrom.
17. Modifications Any additional, contrary, or different terms provided by Supplier during the performance of a Purchase Order or contained or referred to in any form provided by Supplier are void and unenforceable. Any attempts by Supplier to modify, supersede, supplement, or otherwise alter Flowserve’s these Purchase Order Terms, are deemed rejected by Flowserve and will not be binding on Flowserve without need of further notice of objection, unless such terms have been fully approved in a written instrument signed by duly authorized representatives of the parties.
18. No Waiver of Conditions Flowserve's failure to insist upon strict compliance and performance by Supplier of these Purchase Order Terms or any terms and conditions contained in any Purchase Order shall not be deemed a waiver of any other right or default.