therms and conditions

1. PRELIMINARY INFORMATION
a. DEFINITIONS
"Buyer" means the business, or company, that purchases the product from the seller.
"Carrier" means the agent or carrier chosen by the Seller on behalf of the Buyer, who will accept delivery of the Products on behalf of the Buyer and transport them to the Buyer.
“Contract” any contract between the Seller and the Buyer for the supply of Products, resulting from the order placed by the Buyer through our website, including, but not limited to, these Terms and Conditions.
“Contract Confirmation” or “Order Confirmation” means written confirmation by Seller to Buyer confirming that it has accepted Buyer's Order for Products.
"Product" all products, components, goods or materials agreed in the Contract to be supplied to Buyer by Seller (including any part or part thereof).
"Seller" "we" "our" "our" means the company salon tech innovation llc
b. CONTACT US
If you wish to contact us, our contact details are available at [https://salontechinnovation.com / contact-us If you wish to give us notice of any questions, please see section 14.
vs. USE OF OUR WEBSITE
Your use of our website is governed by our website terms of use [https://salontechinnovation.com
2. ORDER, ACCEPTANCE AND FORM OF CONTRACT
2.1 You confirm that you are eighteen (18) years of age or over.
2.2 You confirm that you have the authority to bind any business on behalf of which you use our website to purchase Products.
2.3 Our website will guide you through the steps necessary to place an order with us. Our order process allows you to verify and amend any errors before submitting your order to us. Please take the time to read and verify your order on each page of the ordering process. You agree to ensure that the terms of your order are complete and correct before submitting the order to us.
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3. 3.1
3.2 4. 4.1
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4.3
After placing an order, you will receive an email from us confirming that we have received your order. Your order has not been accepted and a contract will not be formed until we issue an order acknowledgment.
The seller may, at its sole discretion, refuse any order placed by the buyer. If we are unable to accept your order, we will notify you by email, release all pre-authorized funds, and we will not process your order.
Minimum order quantities and minimum contract values, if necessary, may apply at Seller's discretion.
No change or modification of the contract will be authorized after acceptance by the seller, unless agreed in writing.
The Contract is subject to the Terms and Conditions to the exclusion of all other terms and conditions (including the terms and conditions that the Buyer claims to apply in any Contract).
DESCRIPTION AND SPECIFICATION OF GOODS
Product details, part numbers and / or product specifications must be incorporated or stated in the order acknowledgment. All other drawings, images, descriptions, weights, dimensions, etc. and advertising provided by Seller (on our website or otherwise) are published for illustration purposes only and the Products may differ in any size, description or indicative image and do not form part of the contract.
The Buyer will determine the suitability of the Products for the Buyer's use and / or application.
DELIVERY AND ACCEPTANCE
Unless otherwise specified in the order confirmation, the seller will make the necessary arrangements for the carrier to transport the product at the buyer's risk and expense, when the product is made available to the carrier.
delivery of the product (s) are estimates and time only. Seller shall not be responsible for any loss (including loss of profit), costs, damages, costs or expenses caused directly or indirectly by delay in delivery of the product, and no delay shall permit Buyer to terminate or cancel the contract. .
If the buyer does not make delivery, or if the seller is unable to supply the product on the estimated delivery dates because the buyer has not provided instructions, documents, licenses, authorizations, etc. appropriate, then that product will be deemed to have been delivered and the risk will pass to the purchaser. The seller may at his discretion:
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The Buyer will invite to inform the Carrier of any damage in the event of loss resulting from the receipt of any Product, the transport has been organized by or on behalf of the Buyer. The seller will not be responsible for such damages, pert or non-receipt.
Seller may, at its discretion, make partial Product shipments and individually invoice Buyer for each shipment, in which case each delivery will constitute a separate Contract. Failure by the seller to deliver one or more of the shipments in accordance with these general conditions or any claim by the buyer concerning one or more shipments will not give the buyer the right to withdraw from the entire contract or to refuse to accept subsequent shipments. . The Buyer accepts any early delivery.
The Buyer will be deemed to have accepted the Product as being in conformity with the Contract, the Seller declines all responsibility in the event of defect and / or failure except:
(a) within fifteen (15) days of the date of delivery of the Product, the Buyer shall notify the Seller in writing of any defect apparent during inspection of the Product to comply with the Contract; or
(b) the Buyer shall inform the Seller in writing of any lack of conformity of the Product with the Contract within a reasonable time when the defect and / or failure would not be so apparent within fifteen (15) days from the date of delivery .
Buyer is responsible for verifying that all documentation provided by Seller to Buyer is correct and free of errors. The Seller undertakes to remedy any inaccuracies / errors in this documentation provided that the Buyer has notified the Seller of the inaccuracies / errors within thirty (30) days of receipt of the document (s) concerned. ). Beyond this period, the Seller reserves the right to charge administrative costs for any modification made.
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(a B)
(vs)
store this product until actual delivery, after which the buyer will be responsible for all related costs and expenses (including, without limitation, storage and insurance); and or
reassign or take reasonable steps to sell this product at the best readily available price (after providing at least thirty (30) days written notice to purchaser). Seller may charge Buyer for any shortfall below the contract price or account Buyer for any excess (after deducting all reasonable costs of investigation, repair, storage and sale); and or
charge Buyer for all related costs and expenses incurred by Seller.

Note to buyers: version applicable to online sales
5. TRANSFER OF RISKS AND OWNERSHIP
5.1 The risk associated with the products will pass to the purchaser upon delivery, as set out herein.
5.2 Subject to section 5.4, full legal, beneficial and equitable title to the Products will remain with the Seller (even if they have been delivered and the risk has passed to the Buyer) until the Seller gives a written notice to the buyer so that he passes legally and beneficially of the Products to the Buyer or, if earlier:
(a) payment for all products has been received by the seller; and
(b) any other sum of money payable by Buyer to Seller on any other account or under the Contract or any other contract or order has been received by Seller.
5.3 NOT USED.
5.4 NOT USED.
5.5 The rights and remedies of Seller set forth herein are in addition to and shall not in any way infringe, limit or restrict any other rights or remedies of Seller under the Contract or at law or in equity.
6. CONTRACT PRICE
6.1 Product prices and all other costs and charges (as mentioned in Section 6.3) will be those shown on our website at the time you submit your order. Details of applicable delivery charges will be shown on our website. Please see section 6.2 regarding our right to adjust the price.
6.2 Seller reserves the right to adjust prices if necessary, If Seller adjusts prices before issuing an order confirmation, we will contact the buyer to give them the option to cancel or continue an adjusted order. The revised contract price with respect to the products and all other additional costs and charges will be the price that the seller confirms in the order acknowledgment.
6.3 Unless otherwise stated on our website, the price of the product is exclusive of taxes (including sales tax) or levies and the buyer will pay all costs and charges related to packaging (other than standard packaging ), loading, unloading, transport, freight and insurance, as well as export and / or import charges or fees, if applicable.
7. TERMS OF PAYMENT
7.1 Payment for Products and other costs must be made net. We reserve the right to pre-authorize your debit / credit card after placing an order. Payment is made through a secure third party organization, and we do not access the data they need.Delivery will only be made if full payment of the contract price is received by us in cleared funds.
7.2 If any amount owed by Buyer to Seller under any other contract or order is not paid to Seller, then without prejudice to any other right or remedy available to Seller, Seller and any Affiliate shall be entitled to '' cancel or suspend the performance of the contract or any other contract or order placed with the seller or any affiliated company, including the suspension of deliveries of the product and / or any other merchandise until payment arrangements are made have been established and satisfactory to the seller.
8. GUARANTEE
8.1 The Seller warrants that the Products supplied below will, at the time of delivery, be free from defects in material and
execution.
8.2 Buyer shall provide Seller with reasonable written details (on the form prescribed by Seller if necessary) establishing a breach of the warranty set forth above. Unless otherwise agreed by the seller in writing, the seller's liability in the event of non-compliance of any product with the above is limited to the replacement or repair of the product found to be defective within 5 years after delivery. Such product will be repaired or replaced, at the option of the seller, free of charge, and renewed in warranty for the remainder of the original warranty period.
8.3 Seller will pay all reasonable return packaging and shipping costs for a valid warranty claim. The seller is not responsible for the removal of the products or the installation of the product in any other property to which it may be attached or incorporated.
8.4 At the request of the Seller, the Buyer shall promptly return to the Seller any Product and / or material which has been replaced and legal title to the replaced Product shall revert to the Seller.
8.5 The fulfillment by the seller of any of the options set out in section 8.2 will constitute a total discharge of the seller's liability for breach of the warranty in section 8.1.
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8.6 For products returned under warranty and tested and without fault found, the seller will be entitled to reimbursement by the buyer for reasonable costs incurred for transport, testing and evaluation.
8.7 For any Product not manufactured by the Seller, the Buyer shall only be entitled to the benefit of any warranty or guarantee given by the Manufacturer to the Seller, to the extent that it is transferable by the Seller to the Buyer.
8.8 Seller shall not be liable for a breach of the warranty in section 8.1 in any of the following circumstances: (i) The products or their parts have been modified, altered, installed, used or maintained other than in accordance with the specifications applicable seller's manuals, bulletins or written instructions, or which have been subjected to improper installation, misuse or neglect; (ii) the products have not been maintained and used in accordance with the seller's instructions; (iii) normal wear and tear, willful or accidental damage, harsh environment or experimental operation; (iv) the products or parts thereof have been supplied by the purchaser or acquired from third parties at the request of the purchaser and / or according to the specifications of the purchaser, and any use or incorporation of non-manufactured components by or authorized by the seller in the products; (v) The Products are consumable in nature, such as, but not limited to, diodes, transistors, O-rings, tires, flexible hoses, gaskets, ignition plugs or fuses; (vi) Products for which the shelf life or expiry date is indicated, if this shelf life has expired or if the expiration date has passed; (vii) tooling purchased or manufactured for the purpose of manufacturing the Products; (viii) the Buyer or its customer does not give the Seller a reasonable opportunity to inspect the Products; (ix) the price of the Products, or any other merchandise supplied by the Seller or its affiliates, has not been received in full.8.9 Minor deviations from specifications which do not affect the performance of the products will not be considered as defects in materials or workmanship or as non-compliance with the specifications mentioned herein. The need for regular overhaul of the Products does not constitute a defect or failure for the purposes of the warranty in section 8.1.
8.10 With respect to any software that may be incorporated into the Products, Seller makes no warranty that: (i) the functions of the software will meet Buyer's requirements or enable it to achieve Buyer's objectives. fixed, (ii) the software will operate in the combination or environment selected for use by the purchaser, or (iii) the operation of the software will be uninterrupted or error-free. The purchaser is solely responsible for the results produced by the software and ensures that the results conform to the specified requirements of the purchaser.
8.11 OTHER THAN AS SET FORTH IN SECTION 8.1, ALL WARRANTIES, CONDITIONS, TERMS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE CONTRACT.
9. EXCLUSION AND LIMITATION OF LIABILITY
9.1 These general conditions set out the full liability of the seller (including any liability for the acts or omissions of its subcontractors) with respect to the products supplied by the seller and any representation, declaration or tortious act or omission, including including negligence arising out of or in connection with the contract.
9.2 Nothing in these terms and conditions excludes or limits Seller's liability for death or personal injury caused by Seller's negligence or for fraudulent misrepresentation or for any liability which cannot be legally excluded or limited. ANY LIMITATION OR EXCLUSION OF LIABILITY SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
9.3 THE SELLER SHALL NOT BE LIABLE FOR: (1) ANY LOSS OF EXPECTED PROFITS, (2) ANY LOSS OF ACTUAL PROFITS, (DIRECT OR INDIRECT), (3) ANY LOSS OF ANTICIPATED SAVINGS, (4) ANY LOSS OF 'ACTIVITY, (5) ANY ECONOMIC LOSS OF ANY KIND, (6) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER CAUSED, (7) ANY LOSS ARISING AS A RESULT OF ANY THIRD PARTY CAUSES A CLAIM FROM ANY NATURE WHATSOEVER, AND / OR (8) ANY LOSS RESULTING FROM THE USE, APPLICATION, OR THE RESULTS OBTAINED FROM ANY SOFTWARE INCORPORATED IN THE PRODUCTS. SELLER WILL NOT BE RESPONSIBLE FOR ANY LOSS WHETHER OR NOT SUCH LOSS OR DAMAGE HAS BEEN FORECAST, DIRECT, FORESEEABLE, KNOWN OR OTHERWISE.
9.4 SUBJECT TO ARTICLE 9.2, SELLER'S TOTAL OVERALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED EXECUTION OF THE CONTRACT, WHETHER FOR NEGLIGENCE OR BREACH OF CONTRACT OR FOR ANY CAUSE WHATSOEVER WHATSOEVER IN NO EVENT SHALL BE MORE THAN THE PRICE PAID BY THE PURCHASER FOR THE PRODUCT GIVING RISE TO THE PURCHASER'S CLAIM. NOTWITHSTANDING ANY OTHER TERMS AND CONDITIONS OF THE CONTRACT, SELLER SHALL HAVE NO RESPONSIBILITY FOR PURCHASER'S USE OF THE COMPONENT PARTS, INCLUDING PRODUCT SOFTWARE THAT IS NOT MANUFACTURED BY OR AUTHORIZED BY SELLER.
9.5 The Products are not designed, manufactured, or supplied for clinical use, and are not approved by the United States Food and Drug Administration or other agencies for clinical or medical applications. Buyer agrees to indemnify and hold Seller harmless from and against all claims, actions, judgments, orders, awards, costs and / or expenses, due to bodily injury, including death and / or property damage suffered by the Buyer, the Buyer's employees and / or third parties that result from or in connection with the medical or clinical use of the Products.
10. SUBCONTRACTING, ASSIGNMENT AND THIRD PARTY RIGHTS
10.1 The buyer is not entitled to assign, invoice, subcontract or transfer the contract or part of it without the prior written consent.
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10.2 The seller may assign, invoice, subcontract or transfer the contract or part of it to any person, including its affiliates, without the consent of the buyer.
10.3 Other than affiliates of the seller, a person who is not a party to the contract (including without limitation any employee, officer, agent, representative or subcontractor of either party ) will have no right to enforce the terms of the contract. which expressly or implicitly confers a benefit on that person without the prior express written consent of the Seller and the Buyer.
10.4 Without prejudice to the intention of the parties not to give any rights to third parties under the contract, any clause of the contract may be amended and the contract may be canceled or terminated without the consent of any third party who might benefit from its terms or have enforceable rights under the contract.
11. FORCE MAJEURE
11.1 Seller shall not be in breach of contract or otherwise liable to Buyer for any delay or failure to ship or deliver the Products or any other delay or breach of its obligations under the contract due to any cause beyond the control of reasonable control. of the seller, including, without limitation, war, terrorism, breakdown of installations or machinery, fire, flood, strikes or other labor disturbances, accidents, force majeure, a government order or requirement, an interruption, obsolescence or shortage of materials, transportation facilities or the supply of energy, or events beyond the reasonable control of its suppliers or subcontractors ("Force Majeure") and the Seller will be exempt from deliveries to the extent that deliveries could be prevented or delayed by the aforementioned Force Majeure. In the event of such Force Majeure, the Seller will make good faith efforts to distribute the deliveries equitably among its buyers but expressly reserves at its discretion, without liability towards the Buyer, the final determination of the deliveries made. If force majeure continues for a continuous period of (90) days, Seller may terminate the contract without liability by providing written notice to Buyer.
12. CANCELLATION OF CONTRACT, BREACH OF CONTRACT AND INSOLVENCY
12.1 The Buyer may not cancel a Contract (or any part of a Contract) which the Seller has already accepted, with the prior agreement of the Seller in writing and provided that the Buyer indemnifies the Seller in full under the conditions established. by the Seller. Cancellation charges may apply to such cancellation including, but not limited to: (i) all amounts which have been paid by the seller or become due as a result of the cancellation at its sub - contractors and the supply chain to procure all or part of the products for the buyer's requirements, including all applicable overheads and profits; (ii) the cost of any labor, materials and tools incurred by Seller, including up-front costs, overheads, profits and set-up costs attributable thereto, used exclusively by Seller to supply the Products; (iii) the costs of settling and paying for any loss, damage or claim arising from the cessation of work; and (iv) reimbursement of all other reasonable and appropriate sums incurred or incurred by the Seller solely in connection with or resulting from the cancellation of the Contract, including, without limitation, overheads and the profit that the Seller would have realized in under the Contract
12.2 The Buyer has the right to deduct from any refund due to the Seller any cancellation charges as set out in Section 12.1.
12.3 In the event that (a) the Purchaser breaches any of its obligations under the Contract and does not remedy such breach within fourteen (14) days; or (b) the Buyer fails to make payment under the Contract when due, or suspends payments or is unable to pay its debts as they become due; or (c) the institution of any proceeding by or against the purchaser, voluntary or involuntary, in bankruptcy or insolvency or for the appointment of an administrator, administrative receiver, receiver or a trustee or assignee for the benefit of the creditors of the buyer's business or property; or (d) the Buyer experiences or suffers an event similar to that mentioned in Section 12.3 (b) and (c) in the country in which the Buyer is established; or (e) the Buyer ceases, or threatens to cease, to carry on business; or (f) Seller reasonably believes that any of the above events are about to occur in connection with Buyer, then Seller shall have the right to terminate the Contract immediately by written notice without prejudice to any rights arising before said cancellation. The Purchaser shall pay the cancellation charges as indicated in this section.
13. EXPORT AND GOVERNMENT COMPLIANCE
13.1 Each party agrees to comply with all applicable government regulations with respect to the import, export and re-export of Seller's information and / or products and / or property. Without limiting the foregoing, neither Buyer nor Seller will disclose or deliver any information or Product and / or property of Seller provided hereunder in a manner contrary to applicable export laws and regulations or 'import. Buyer and Seller acknowledge that these laws and regulations impose restrictions on the importation, exportation and transfer to third countries of certain categories of information and products, and that authorizations / licenses from the applicable regulatory body may be required before such information and Products and / or Seller's property may be disclosed or delivered hereunder, and such permissions / licenses may impose additional restrictions on use and disclosure or delivery of this information and Products and / or property of the Seller.
13.2 Seller shall not be responsible for any delays or refusals by government authorities or other authorities to grant licenses or approvals, nor for the suspension or revocation thereof, nor for changes in export classification. . The Buyer must provide the requested information, including information requested from the end user, necessary for the granting of export licenses and / or necessary for the Seller to determine whether a license or other type of authorization is necessary.
Note to buyers: version applicable to online sales
provide the buyer with similar export classification information for products and / or information for which the seller has design authority. Each party will inform the other as soon as possible if the classification information changes.
14. NOTICE
14.1 Any notice to be given under the Contract will be sufficient if it is in writing, addressed to the attention of the Chief Executive Officer of the other party, or otherwise as directed by each party from time to time, and delivered personally, or by or registered mail (prepaid postage with acknowledgment of receipt requested) (with a request for confirmation in a manner typical of the types of communication listed above). Notices must be sent and received on the date of actual receipt at the principal establishment of the other party.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 Any intellectual property and related rights (including, without limitation, patents, registered and unregistered designs, trademarks and service marks (registered or unregistered) and copyrights and their applications) on the Products or in any molds, tools, drawings, drawings or production data belonging to the seller or created by the seller in connection with the performance of the contract or otherwise used in the manufacture of the products remain the property of the seller, unless expressly agreed otherwise in writing by the seller. Seller grants, upon payment in full for Products, the non-exclusive right for Buyer and Buyer's bona fide buyers to use, for the operation of the Products only for the purposes for which they are intended, (a) any software provided with, or incorporated into, the Products, and (b) thetechnical manuals and instructions relating to the operation and maintenance of the Products. Buyer hereby grants Seller a non-exclusive, non-transferable, royalty-free license to use all intellectual property rights (including, without limitation, patents, registered and unregistered designs, trademarks of trademarks and service marks (registered or unregistered) and copyrights. and all applications to them) belonging to the buyer to the extent necessary for the seller to supply all or part of the products in accordance with the contract. Except as expressly stated herein, nothing in the Agreement shall be deemed to have granted Buyer any license or any other right to use any of Seller's intellectual property rights, unless otherwise expressly agreed in writing by Seller.
16. CONFIDENTIALITY AND DATA PROTECTION
16.1 Buyer and Seller shall each maintain confidentiality and shall not, without the prior written consent of the other, disclose to any third party or otherwise make public the terms or existence of the Agreement or any other confidential or sensitive information. the other.
16.2 The Buyer agrees not to display the Product or any advertising or price list relating to any of the Seller's products or services without the prior written consent of the Seller.
16.3 With respect to personal data provided or made available to Buyer by Seller, Buyer shall (a) process Personal Data only in accordance with Seller's legal instructions; (b) take appropriate technical and organizational measures against unauthorized or illegal processing and against accidental loss of personal data; (c) not disclose the personal data to any party that carries out business outside the European Economic Area (EEA) if the personal data originates from the EEA; and (d) cooperate fully with the seller to enable the seller to adequately discharge its responsibility as a data controller, in particular by responding to data subjects' access requests.
17.1 Seller will only use Buyer's personal information in accordance with Seller's privacy policy [https://endevco.com/cookie-policy/].
17. ANTI-CORRUPTION, ETHICS AND POLICIES
17.1 The Buyer warrants that its directors, employees, agents, representatives, contractors and subcontractors and any other
no one acting on their behalf:
(i) offer, give or accept to give or receive, request or accept any financial or other advantage of any kind as an inducement or reward for having done or not done an inappropriate act or for the improper performance of any function associated with the order or products; or
(ii) act in any way that would constitute an offense on the part of the Buyer or cause the Seller to commit an offense under any anti-corruption legislation; or
iii) employ workers under the age of 15 or, in countries subject to the exception of developing countries under ILO Convention 138, employ workers under 14; or
(iv) failing to comply with satisfactory anti-slavery legislation.
17.2 If the Buyer breaches any of the above warranties, the Seller shall have the right to terminate the Contract by written notice with
immediate effect. Any termination is without prejudice to the acquired rights of the Seller.
17.3 The Buyer will indemnify and hold the Seller harmless from all loss, damage and expense, including all legal costs, incurred or suffered by the Seller which are caused by or result from a breach of any of these warranties.
18. GENERAL
18.1 Nothing in the contract shall create, or be deemed to create, a partnership or joint venture or an employer relationship and
employee or principal and agent between the parties.
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18.2 The rights and remedies of the seller with respect to the contract shall not be diminished, waived or extinguished by the grant of any indulgence, abstention or extension of time granted by the seller or by any failure or delay of the seller in the verification or exercise such rights or remedies. The seller's waiver of any breach of contract will not prevent further performance of the contract and will not be considered a waiver of any subsequent breach of these terms and conditions.
18.3 If at any time one or more of the terms of the contract or part of one or more of the terms and conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same will be deemed omitted from the contract and the validity and / or enforceability of the other terms and conditions 18.4 The contract sets forth the entire agreement and understanding between buyer and seller in connection with the sale of the product and will supersede and replace all documentation previously issued by seller or buyer. In the event of a conflict, these general conditions prevail over any other document mentioned in the contract.
18.5 Headings are provided for illustrative purposes only and do not affect the interpretation of these terms and conditions.
19. LAW AND JURISDICTION
19.1 The contract shall in all respects be interpreted and governed by the laws of the jurisdiction in which the seller is located, or if the seller is organized under French laws
19.2 The 1980 United Nations Conventions on Contracts for the International Sale of Goods will not apply to any aspect of this contract.
19.3 All disputes arising out of or in connection with the contract shall be referred and resolved by binding arbitration in London in accordance with the rules of the Court of International Arbitration in London, with the exception of the selling companies located in the United States of America, for which the Arbitration will be administered in Los Angeles County, California by JAMS in accordance with its Streamlined Arbitration Rules and Procedures.
19.4 Notwithstanding section 19.3, Seller may take legal action or seek remedies before the courts or any competent authority of any country for (i) provisional or injunctive remedies in connection with any breach or threat of breach of this contract or breach of its intellectual property rights; or (ii) payment to the seller of any overdue amount