Terms and Conditions

UPDATED: 1 JAN 2023

1.     Applicability

THESE TERMS AND CONDITIONS (“T&C”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THESE T&C CAREFULLY.

THESE T&C REQUIRE A MANDATORY INDIVIDUAL ARBITRATION REQUIREMENT TO RESOLVE DISPUTES AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS.

These T&C apply to any and all sales of goods, including orders made by telephone or via the website https://www.sailorplastics.com/ (hereinafter the “Site”), and the provision of any samples by Sailor Equipment, Inc., dba Sailor Plastics or Sailor Plastic Bottles (“Sailor Plastics” or “our”) to any purchaser (“Purchaser”, “you” or “your”) with notice of these terms, however gained, including the use of the Site. With respect to, and only to the extent of, Sailor Plastics’ samples, any references (other than in Sections 3-4, 5c, 7-8, and 11c) in these T&C to Sailor Plastics’ sale of goods or Purchaser’s purchase of goods, shall be deemed to refer to Sailor Plastics’ provision of samples to Purchaser and Purchaser’s request for samples. In such instances, “Purchaser” shall be deemed to refer to the party requesting the samples, and “goods” shall be deemed to refer to the samples.

By accessing the Site, continuing to access the Site, or downloading materials from the Site, you acknowledge and consent to Sailor Plastics' collection, use, and disclosure of any personally identifiable information you provide via the Site as described in the Sailor Plastics Privacy Policy, available at https://www.sailorplastics.com/privacy-policy-cookie-restriction-mode.

Our order confirmation, these T&C, and our Privacy Policy will be deemed the final and integrated agreement (the “Agreement”) between you and Sailor Plastics related to the sale of the goods specified in such order acknowledgment. These T&C and the Privacy Policy are subject to change by Sailor Plastics without prior written notice at any time, in Sailor Plastics' sole discretion. You should check back frequently to review the most current terms. Using the Site after any changes means you accept any such changes.

BY PLACING AN ORDER FOR PRODUCTS, YOU AFFIRM THAT (i) YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, (ii) YOU ARE NOT PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW, AND (iii) YOU ACCEPT AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THE TERMS OF THIS AGREEMENT.

2.     Order Acceptance and Cancellation

1. You agree that your order is an offer to buy, under these T&C, all products listed in your order. Sailor Plastics does not accept any terms and conditions for the sale of goods other than those expressly set forth under these T&C and hereby rejects any inconsistent or additional provisions presented by you. All orders must be accepted by Sailor Plastics or Sailor Plastics will not be obligated to sell the products to you. Sailor Plastics may choose not to accept any orders in our sole discretion. After having received your order, Sailor Plastics will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Sailor Plastics and you will not take place unless and until you have received your order confirmation email.
2. You have the option to cancel your order at any time before we have sent your order confirmation email by calling our Customer Service Department at 1-800-380-7429. No order in process of production is subject to cancellation, deferment of delivery, or change in specifications without advance written consent of the Sailor Plastics by one of its authorized officers. Purchaser will be responsible to pay the full purchase price if goods are manufactured in response to an order cancelled by Purchaser prior to (or after) shipment. CUSTOM ITEMS ARE ALWAYS NON-CANCELLABLE AND NON-RETURNABLE.

3.     Prices; Surcharges and Payment

1. Prices in effect on date of shipment shall govern unless otherwise stated in writing.  Prices do not include freight charges, special handling charges, taxes, customs and import-export fees, duties and tariffs. Purchaser shall be responsible for all such charges, costs and taxes; provided that Purchaser shall not be responsible for any taxes imposed on, or with respect to, Sailor Plastics’ income, revenues, gross receipts, personnel or real or personal property or other assets.
2. All invoices are due upon presentment and shall be paid without deductions or setoff in U.S. dollars. Payment terms are net thirty (30) days from date of invoice unless otherwise specified in the invoice or if Purchaser is making an online credit card purchase via the Site. If paying via credit card, you represent and warrant that (i) the credit card information you supply to Sailor Plastics is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. Sailor Plastics will impose a surcharge of 3% on the transaction amount of any credit card orders with a total greater than $5,000. This charge is not greater than our cost of acceptance. Sailor Plastics does not surcharge debit cards.
3. Sailor Plastics shall have the right to retain a lien on all unshipped goods and goods recovered in transit until all of Purchaser’s indebtedness has been paid in full. If any payment is past due, Sailor Plastics may impose a service charge of the lesser of 1.5% per month or the maximum amount allowed by applicable law. A service charge will be imposed on all returned checks. If any Purchaser, including a Purchaser with established credit, fails to make payment within the specified terms, Sailor Plastics may, in addition to any and all other remedies available at law or in equity, defer shipment of goods or may, at its option, cancel all or any part of any unshipped order. Sailor Plastics shall have the right of setoff and deduction for any sums owed. Purchaser agrees that any credit balance transaction not applied or requested within one (1) year will be subject to forfeiture, and Sailor Plastics shall have no further liability. If Sailor Plastics utilizes a collection agency or an attorney to collect any unpaid amount owed or to assist in exercising Sailor Plastics’ rights hereunder, Purchaser shall be obligated to reimburse Sailor Plastics for the collection agency fees and attorney fees and expenses, including court costs incurred, regardless of whether litigation is filed.

4.     Backorders

1. Sailor Plastics collects payment in full at the time of order placement with respect to backorders placed through use of the Site. In lieu of paying in advance, Purchaser may contact our Customer Service Department at 1-800-380-7429 or online at https://www.sailorplastics.com/contacts to request a notification when the item is back in stock. If an item on Purchaser’s online order is backordered, Sailor Plastics will send a backorder notice to the email provided.
2. Purchaser must contact Sailor Plastics Customer Service to change or cancel a backorder. Sailor Plastics can cancel the backorder and issue a full refund, add or remove an item or items, change the shipping method, etc. before the order is in shipping. Purchaser hereby acknowledges that credit card refunds related to backorder cancellation may only be available for cancellations occurring within six (6) months from the date of order placement. For backorders cancelled more than 6 months from the original placement date, Sailor Plastics reserves the right to issue a refund by mailing a check or issuing credit.
3. Sailor Plastics will ship the order as soon as the backordered product is available. If an order contains an in stock item and a backordered item, Sailor Plastics’ standard policy is to ship the order complete. To request that Sailor Plastics ship the in stock item(s) first, Purchaser must reply to the backorder notice with authorization to ship a partial order. Partially shipping an order may incur additional shipping fees. If Sailor Plastics does not receive a response to the backorder notice for a partial order, Sailor Plastics will ship the order complete.
4. For orders placed by telephone, once the backordered item is manufactured and prepared for shipment, a representative will contact Purchaser to collect payment and any other information needed. If Sailor Plastics does not receive a response after three (3) attempts over five (5) business days, a final attempt to collect payment will be made. If Sailor Plastics does not receive any correspondence, the order will be canceled, the inventory will be reallocated, and Sailor Plastics shall have no further liability.

5.     Delivery and Storage

1. Unless otherwise agreed in writing, all sales are F.O.B. Sailor Plastics’ docks at its Adrian, Minnesota facility (under U.C.C. shipping terms). Sailor Plastics will endeavor to accommodate Purchaser’s requested shipment and delivery dates, however, no such dates are guaranteed, and Sailor Plastics has no liability whatsoever, for delayed shipment or delivery of goods. Sailor Plastics does not warrant availability of goods. If Purchaser requests partial, staggered, or delayed delivery, Sailor Plastics reserves the right to require payment for all completed deliveries before making further deliveries and to increase the price for additional production, transportation or other costs, other terms to the contrary notwithstanding.
2. Sailor Plastics is not responsible for any loss or damage occurring by reason of delay or inability to deliver caused by acts of God; severe weather; war; common disaster; fires; strikes; labor disruptions; curtailment of Sailor Plastics’ operations; delays in delivery of material or goods by suppliers; imposition of governmental embargoes, regulations, price limitations or controls; accident; delays of common carriers; delays in customs clearance; or from any other cause which is unavoidable or beyond Sailor Plastics’ reasonable control.  Any delivery date may be extended, at Sailor Plastics’ option, to the extent of any delay resulting from a force majeure event.
3. All goods ordered by Purchaser pursuant to a purchase order will be subject to storage charges from the date available if not released within sixty (60) days from the date available and subject to billing for the total value of merchandise. In such event (i) Sailor Plastics’ delivery obligations shall be deemed fulfilled and title and all risk of loss or damage shall thereupon pass to Purchaser, (ii) any amounts otherwise payable to Sailor Plastics upon delivery shall be payable upon presentation of Sailor Plastics’ invoices and its certification as to such cause, and (iii) all expenses incurred by Sailor Plastics, such as for preparation for and placement into storage, handling, inspection, preservation and insurance, shall be payable by Purchaser upon submission of Sailor Plastics’ invoices. In the event the Product is held for four (4) months from the date available, Sailor Plastics may cancel all of Purchaser’s purchase orders and deliveries and sell or otherwise dispose of the unshipped Product without in any way limiting or waiving Sailor Plastics’ other remedies at law or in equity.

6. Title and Risk of Loss; Inspection and Acceptance of Goods

1. Title and all risk of loss, shortage, or damage in transit pass to Purchaser once goods are delivered to a carrier for shipment to Purchaser. Sailor Plastics is not responsible for damage of goods in transit, or any loss after shipment has been received by carrier; provided, Sailor Plastics will make reasonable efforts to assist Purchaser with filing a claim with the carrier.
2. Purchaser has five (5) business days from the receipt of the goods (confirmed by shipping delivery records) to place a claim for shipping damage, shorted or incorrect product shipments with Sailor Plastics. Purchaser is responsible for carefully examining all shipments before signing a bill of lading or delivery sheet; Purchaser must note all damages and shortages when signing. All claims must be made in writing and sent to [email protected] along with a complete written description of the shipping damage, shortage of items or incorrect item(s). Must include photos of the damaged items if practical. Any damages or shortages of goods delivered after the bill of lading or delivery sheet has been signed (acknowledging to the transportation company that the goods were delivered in good condition) cannot be accepted for a claim at a later date. Purchaser’s failure to submit a written claim to Sailor Plastics within five (5) business days from the receipt of the goods will constitute acceptance by Purchaser and constitutes a final sale requiring Purchaser to pay Sailor Plastics.

7.     Returns and Refunds

1. Except for (i) goods designated on Sailor Plastics’ order acknowledgement as non-cancelable and/or non-returnable; and (ii) shipments in excess of one hundred seventy-six (176) cases, Sailor Plastics will accept a return of the goods for a refund of the purchase price, less original shipping and handling cost, provided such return is made within thirty (30) calendar days of original shipment date from Sailor Plastics as indicated in shipment documents. Product must be unopened and in re-sellable condition which is determined at the sole discretion of Sailor Plastics. No partial cases or cases that show signs of being opened or tampered with will be accepted for return. To return products, Purchaser must call Customer Service Department at 1-800-380-7429 or email [email protected] to obtain a Return Merchandise Authorization ("RMA") number. No returns of any type will be accepted without an RMA number. All return shipping costs will be at the expense of Purchaser, and Purchaser will bear the risk of loss during shipment.
2. After review of the returned goods, Sailor Plastics, at its sole discretion, will issue credit to Purchaser’s account. There will be a 20% restocking fee charged for handling the return. If repackaging is required, another 20% fee may be imposed.

8.     Limited Warranty

1. This limited warranty (the “Limited Warranty”) gives YOU specific legal rights and YOU may also have other rights, which vary from state to state. Sailor Plastics warrants to the original Purchaser that upon delivery, goods will conform to the specifications set forth in Sailor Plastics’ order acknowledgment (or in the case of an online purchase via credit card or otherwise without an acknowledgment or invoice, to the online published specifications), consisting of the Product Data Sheet, Product Prints (if applicable), and Certificate of Compliance. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY SAILOR PLASTICS OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
2. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 8, SAILOR PLASTICS MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO GOODS INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER, AND SAILOR PLASTICS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FUNCTIONALITY, OR DECORATING, LABELING OR PRODUCT COMPATIBILITY, REGARDLESS OF WHETHER GOODS ARE USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS PURCHASED OR ORDERED EITHER FROM SAILOR PLASTICS OR FROM OTHER THIRD PARTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
3. PURCHASER’S SOLE REMEDY, AND OUR SOLE RESPONSIBILITY, FOR DEFECTIVE PRODUCTS IS LIMITED TO REPLACEMENT OR ISSUANCE OF CREDIT AS PROVIDED HEREIN. Goods that do not conform to this Limited Warranty may be returned to Sailor Plastics only in accordance with the provisions of Section 7. Within thirty (30) calendar days of receipt of the goods (confirmed by shipping delivery records) Purchaser must give notice in writing to Sailor Plastics at [email protected] of any claim by Purchaser based on condition, quality or grade of products or of any other nonconformity to Sailor Plastics’ data sheet specification. Purchaser’s sole and exclusive remedy and Sailor Plastics’ sole liability, whether based upon warranty, contract or tort, including negligence, is limited to Sailor Plastics’ replacement of the defective product or issuance of credit following return of the product, at Sailor Plastics’ sole option.

9.     Purchaser’s Responsibility

Purchaser acknowledges that state and local laws vary regarding composition of the goods, including requirements regarding Post-Consumer Resin (PCR) products, and that Sailor Plastics makes no warranty regarding compliance with such laws except as may be stated in Sailor Plastics’ published Certificate of Compliance. Further, Purchaser acknowledges that PCR products may contain slight variations in color and possible specks of PCR material.

PURCHASER IS SOLELY RESPONSIBLE FOR DETERMINING: (1) THE ADEQUACY OF GOODS FOR THE PARTICULAR PURPOSE AND USES CONTEMPLATED BY PURCHASER, ITS CUSTOMERS, OR ITS ULTIMATE USERS, INCLUDING COMPLIANCE WITH STATE AND LOCAL LAW; (2) WHETHER GOODS SOLD HEREUNDER ARE SUITABLE FOR PURCHASER’S OR THE ULTIMATE USER’S PURPOSE OR COMPATIBLE FOR THEIR CONTENTS; AND (3) THE PROPER METHODS OF FILLING GOODS AND THE COMPATIBILITY AND FIT OF CLOSURES OR ANY OTHER PRODUCTS USED IN COMBINATION WITH GOODS. PURCHASER ASSUMES ALL RISKS AND LIABILITY FOR RESULTS OF USING GOODS PURCHASED FROM SAILOR PLASTICS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS. PURCHASER IS EXCLUSIVELY RESPONSIBLE FOR CLEANING GOODS AND FOR MEETING ANY SANITIZATION, STERILIZATION, AND OTHER REQUIREMENTS OF THE FILLING AND PACKAGING PROCESSES AND PURCHASER’S INTENDED USE OF GOODS. WITHOUT LIMITING THE PROVISIONS OF SECTION 8, THIS SECTION 9, OR SECTION 10, SAILOR PLASTICS DOES NOT WARRANT THAT GOODS ARE SANITIZED OR STERILE OR THAT THE GOODS COMPLY WITH ANY MINIMUM POST-CONSUMER RESIN REQUIREMENTS FOR ANY PARTICULAR STATE OR COUNTRY WHERE THE ULTIMATE USER IS LOCATED.

10.  Technical Assistance

At Purchaser’s request, Sailor Plastics may provide limited technical assistance and information regarding the use of goods; SAILOR PLASTICS DISCLAIMS ALL RESPONSIBILITY AND LIABILITY OF ANY SUCH TECHNICAL ASSISTANCE OR INFORMATION. Purchaser agrees that any such assistance is provided without any warranty or guaranty by Sailor Plastics and Purchaser assumes sole responsibility for the results obtained in reliance thereon.

11.  Limitation of Liability

1. Sailor Plastics shall have no liability for samples that are not provided.  In the event the samples provided hereunder are defective or undesirable in any respect, Purchaser’s exclusive remedy against Sailor Plastics is to request a replacement. The aggregate liability of Sailor Plastics with respect to samples, whether based on an alleged breach or any other theory of liability, shall not exceed the value of the samples, as determined by Sailor Plastics, in its sole discretion, non-conforming or defective. Samples are not provided for resale.
2. IN NO EVENT SHALL SAILOR PLASTICS BE LIABLE FOR LOSS OF USE, LOST PROFITS OR ANY OTHER SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES REGARDLESS OF CAUSE. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SAILOR PLASTICS NOT BE LIABLE TO PURCHASER OR ANY OTHER PERSON FOR LOSS OR DAMAGE ARISING, DIRECTLY OR INDIRECTLY, FROM THE USE OF GOODS OR ANY ALLEGED BREACH OR FROM ANY OTHER CAUSE REGARDLESS OF WHETHER OR NOT SAILOR PLASTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND PURCHASER ASSUMES RESPONSIBILITY FOR ALL BODILY INJURY OR PROPERTY DAMAGE RESULTING FROM THE HANDLING, POSSESSION OR USE OF GOODS BY PURCHASER OR ITS CUSTOMER OR OTHER END USER.
3. THE AGGREGATE LIABILITY OF SAILOR PLASTICS WITH RESPECT TO GOODS SOLD TO PURCHASER, WHETHER BASED ON AN ALLEGED BREACH OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE PRO-RATA PORTION OF THE PURCHASE PRICE (EXPRESSLY EXCLUDING ANY AND ALL FREIGHT AND HANDLING CHARGES, TAXES, CUSTOMS, AND IMPORT-EXPORT FEES, DUTIES, AND TARIFFS) APPLICABLE TO GOODS DETERMINED BY SAILOR PLASTICS, IN ITS SOLE DISCRETION, TO BE NON-CONFORMING OR TO BE THE SOURCE OF THE CLAIM.
4. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

12.  Amendments or Modifications

NO REPRESENTATIVE OF SAILOR PLASTICS IS AUTHORIZED TO MAKE ANY ORAL COMMITMENTS, PROMISES, WARRANTIES, REPRESENTATIONS, OR MODIFICATIONS OF THESE T&C. SAILOR PLASTICS SHALL NOT BE CONTRACTUALLY BOUND TO ANY PROVISION OR ANY AGREEMENT OF ANY NATURE UNLESS EXPRESSLY AGREED IN A WRITING EXECUTED BY AN AUTHORIZED OFFICER OF SAILOR PLASTICS.

13.  Governing Law

All transactions between Purchaser and Sailor Plastics shall be deemed to be entered into in the State of Minnesota and shall be governed by the laws of Minnesota, without regard to conflicts of law principles. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods

14.  Dispute Resolution and Binding Arbitration

1. YOU AND SAILOR PLASTICS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
2. Any party who intends to seek arbitration must first try in good faith to resolve the dispute by providing the other party notice describing the facts and circumstances and the relief sought and include any supporting documentation.
3. YOU AND SAILOR PLASTICS AGREE THAT ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THAT WE CANNOT RESOLVE INFORMALLY, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS.
4. The arbitration will be administered by the American Arbitration Association ("AAA") (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.). The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Any arbitration shall be filed and heard in Minneapolis, Minnesota.  The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

15.  Consent to Use of Image for Sailor Plastic’s Marketing Purposes

Purchaser hereby consents to Sailor Plastics’ use (for Sailor Plastics’ marketing purposes only), on Sailor Plastics’ website, the SailorPlastics.com website, and in Sailor Plastics’ marketing materials, of images of goods sold by Sailor Plastics to Purchaser, including, without limitation, when such goods are filled and decorated. Purchaser acknowledges that it shall not receive, or be entitled to receive, any compensation or other benefit due to Sailor Plastics’ use as set forth in this Section.

16.  Confidentiality

All specifications, documentation, pricing information and any other confidential or proprietary information (“Confidential Information”) of Sailor Plastics are the property of Sailor Plastics.  Confidential Information may be provided solely for the purpose of facilitating orders and on the express condition that Confidential Information of Sailor Plastics shall not be disclosed to others nor used for any purpose by Purchaser other than in connection with transacting business with Sailor Plastics pursuant to such sales contracts, and this Agreement, as applicable.  Purchaser shall promptly return to Sailor Plastics all such Confidential Information upon Sailor Plastics’ written request.  Purchaser’s obligations under this paragraph shall survive the cancellation, termination or completion of any order or this Agreement.

17.  Severability

In the event a provision of this Agreement is determined to be invalid, illegal or unenforceable, it will not affect the validity, legality or enforceability of any other provision of the Agreement, and the parties agree that the remaining provisions will be deemed to be in full force and effect.

18.  Survival

The provisions of this Agreement which, by their nature, would continue beyond the termination or expiration of this Agreement will survive the termination or expiration of this Agreement.