OBLIGATIONS HEREUNDER.
(D)
THIS AGREEMENT, INCLUDING SCHEDULE 1 AND
SCHEDULE 2 ATTACHED HERETO, TOGETHER WITH THE ORDERS HEREUNDER, CONSTITUTE THE
ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, NEGOTIATIONS AND PRIOR
PROPOSALS REGARDING THE SUBJECT MATTER HEREOF.
(E)
THIS AGREEMENT MAY NOT BE AMENDED EXCEPT BY
A WRITING SIGNED BY PURCHASER, SUPPLIER.
(F)
ANY NOTICES, CONSENTS OR OTHER
COMMUNICATIONS REQUIRED TO BE SENT OR GIVEN HEREUNDER BY ANY OF THE PARTIES
SHALL IN EVERY CASE BE IN WRITING AND SHALL BE DEEMED PROPERLY SERVED IF (I)
DELIVERED PERSONALLY, (II) SENT BY REGISTERED OR CERTIFIED MAIL, IN ALL SUCH
CASES WITH FIRST CLASS POSTAGE PREPAID, RETURN RECEIPT REQUESTED, (III)
DELIVERED BY A RECOGNIZED OVERNIGHT COURIER SERVICE, OR (IV) SENT BY FACSIMILE
TRANSMISSION TO THE PARTIES AT THE ADDRESSES AS SET FORTH BELOW OR AT SUCH OTHER
ADDRESSES AS MAY BE FURNISHED IN WRITING.
If to Purchaser to:
Sparhawk Laboratories, Inc.
12340 Santa Fe Trail Drive
Lenexa, Kansas
Attention:
Bert Hughes
Facsimile:
(913) 888-6741
If to Supplier to:
8
Chemdex, Inc.
c/o Dextran Products, Inc.
421 Comstock Road
Toronto, Ontario, Canada
M1L 2H5
Attention:
George G. Usher
Facsimile:
(416) 755-0334
Date of service of such notice shall be (w) the date such notice is personally
delivered, (x) three (3) business days after the date of mailing if sent by
certified or registered mail, (y) one (1) business day after date of delivery to
the overnight courier if sent by overnight courier or (z) the next succeeding
Business Day after receipt of a facsimile (provided that a transmission
confirmation sheet is emitted from such facsimile machine).
(G)
NO PARTY HERETO MAY ASSIGN OR SUBCONTRACT
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY HERETO; PROVIDED, HOWEVER, THAT SUPPLIER MAY ASSIGN OR
SUBCONTRACT ITS RIGHTS AND/OR OBLIGATIONS UNDER THIS AGREEMENT TO AN ENTITY
CONTROLLED BY OR UNDER COMMON CONTROL WITH SUPPLIER WITHOUT THE CONSENT OF
PURCHASER UPON WRITTEN NOTICE THEREOF TO PURCHASER.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
(H)
THE HEADINGS IN THIS AGREEMENT ARE INSERTED
FOR CONVENIENCE ONLY AND ARE IN NO WAY INTENDED TO DESCRIBE, INTERPRET, DEFINE
OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS AGREEMENT OR ANY PROVISION HEREOF.
(I)
THE PROVISIONS HEREOF SHALL BE DEEMED
INDEPENDENT AND SEVERABLE, AND THE INVALIDITY OR PARTIAL INVALIDITY OR
UNENFORCEABILITY OF ANY ONE PROVISION OR PORTION HEREOF SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION HEREOF.
(J)
THIS AGREEMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(K)
THE LANGUAGE USED IN THIS AGREEMENT WILL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR MUTUAL
INTENT, AND NO RULE OF STRICT CONSTRUCTION WILL BE USED AGAINST ANY PARTY
HERETO.
[End