Terms & Conditions

CLASS C SOLUTIONS GROUP

GENERAL TERMS AND CONDITIONS OF SALE

 

1.  GENERAL.

These General Terms and Conditions of Sale (the “Terms and Conditions”) apply to the sale of goods as more specifically set out on the Purchase Order (the “goods” or “products”) offered by Class C Solutions Group, a business of MSC Industrial Supply Co. and MSC Industrial Supply ULC (“Seller”) to buyer (“Buyer”). Any terms and conditions proposed in Buyer’s Purchase Order that vary, add to or conflict with these Terms and Conditions are objected to and are not binding on Seller. Any modification or addition to these Terms and Conditions will only be effective if accepted in writing by Seller. Seller will not be deemed to have waived these Terms and Conditions if it fails to object to provisions contained in Buyer’s forms or otherwise. Buyer’s silence or acceptance of Seller’s Terms and Conditions constitutes its acceptance of these Terms and Conditions. In the event different terms are specifically agreed to in writing, those terms shall be exclusive as to the particular subject covered.

Seller reserves the right, in its sole discretion, to periodically revise these Terms and Conditions. Check https://classc.mscdirect.com periodically for updates and revisions. Updates and revisions shall be effective the date such update or revision is posted on https://classc.mscdirect.com.

Questions regarding Seller’s Terms and Conditions should be directed to: Class C Solutions Group, a business of MSC Industrial Supply Co. at 1-866-438-6767 or e-mail to Info@MSCdirect.com.

 

2.  PRICES AND PAYMENT.

Delivery/Shipment/Insurance: Title to and risk of loss of such goods sold hereunder by Seller shall pass to Buyer upon their delivery at Seller’s distribution point designated on the front of the quotation or Purchase Order acknowledgement by placing the goods at the disposal of the carrier designated by Buyer or, in the absence of such designation, the carrier selected by Seller for shipment to Buyer.

Currency: Unless otherwise agreed in writing:

Customers in the United States and its Territories: all references herein to monetary amounts shall mean United States Dollars.

Customers in Canada: all references herein to monetary amounts shall mean Canadian Dollars.

Payment Terms: Payment terms are net 30 days from the date of invoice. In the event that Buyer fails to pay Seller invoices when due, Seller reserves the right to charge Buyer interest, on all amounts so unpaid, at the lesser of (i) one and one-half (1.5%) per calendar month (being eighteen percent (18%) per annum) or (ii) the maximum permissible rate for overdue accounts, from the date such payment was due until the date paid. Interest shall be assessed daily. Buyer’s obligation to make each payment will be without right of set-off. In addition, Seller may defer any further shipments or other orders, or cancel any portion of an unshipped order. Seller may elect also to pursue a collection action and Buyer shall be liable for all costs and expenses associated with such a collection action (including, without limitation, legal fees).

If, in the sole judgment of Seller, the financial condition of Buyer does not support the shipment of completed goods, Seller may make a written demand for full or partial payment in advance. At Seller’s sole option, Seller may suspend performance until such payment is received and cancel performance if such payment is not received within thirty (30) days of such demand. Seller retains all rights at law pertaining to the collection of unpaid amounts owed by Buyer under this Agreement, and Buyer shall reimburse Seller for all costs associated with such collection activities, including without limitation, legal fees.

Seller’s invoices must be disputed by Buyer in writing within sixty (60) days of the invoice date. If such dispute is not delivered within such time period, Buyer waives any right to dispute the invoice, and Seller will not be required to issue Buyer any refund or credit on the account.

Buyer agrees that any credit balance(s) issued by Seller will be applied to Buyer’s account within one (1) year of its issuance. IF BUYER HAS NOT REQUESTED THE CREDIT BALANCE TO BE APPLIED WITHIN TWELVE (12) MONTHS OF ISSUANCE, ANY REMAINING CREDIT BALANCE WILL AUTOMATICALLY EXPIRE, AND SELLER SHALL HAVE NO FURTHER LIABILITY.

Prices and Surcharges: Seller reasonably attempts to maintain up-to-date and accurate pricing, availability and usage information about the products contained in its catalogs. However, this information is dependent upon information distributed by and obtained from a manufacturer or supplier and is subject to change at any time. Seller reserves the right to revise catalog information at any time, without notice, and Seller will not be responsible for any pricing errors contained therein. SELLER MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ITS CATALOGS. Prices do not include sales, value added, use, excise or similar taxes, customs or import duties, freight and handling charges or non-standard packaging. Prices may change at any time without notice to Buyer. Seller may charge, in its discretion, for any costs of certificates of origin or consular invoices or similar documents. Seller’s pricing shall be subject to certain additional surcharges (“Surcharges”) at Seller’s sole discretion. Such Surcharges may be required to partially offset the increase in costs of certain raw materials and other commodities including, but not limited to, labor, fuel, electricity, titanium, aluminum and steel. Applicable Surcharges will appear on invoices issued by Seller to Buyer and shall be due and payable in accordance with the invoice terms. Seller shall periodically update any applicable Surcharges based upon reported pricing in the respective industry.

Packaging and Transportation: Unless otherwise specified in the quotation or Purchase Order acknowledgement, Seller shall package the goods in accordance with applicable industry standards and transport the goods by a responsible common carrier. If Seller complies with Buyer’s request with respect to the use of any agency or method of transportation or any routing other than that which would otherwise be designated by Seller, all packing, marking, shipping, transportation and other charges that are in excess of the charges that would otherwise be incurred by Seller will be charged to Buyer’s account. Seller assumes that packaging used by Buyer when transporting parts to Seller’s facility are suitable for reuse for return of processed product to Buyer. Any additional packaging requirements that Buyer imposes are at Buyer’s expense.

Partial Shipments; Shipping Weights: Unless otherwise agreed to in writing, Seller may make partial shipments hereunder and may invoice for each such partial shipment separately. Each partial shipment will be deemed to be a separate sale. Delay in delivery of any partial shipment will not relieve Buyer of its obligation to accept delivery of remaining shipments hereunder. Seller’s shipping weights will govern for each shipment or partial shipment hereunder. Should Buyer dispute the shipping weight of any shipment or partial shipment hereunder, Buyer will promptly notify Seller in writing of the reasons for such dispute and provide to Seller all necessary documents to substantiate the difference.

 

3.  INSPECTION.

Inspection, acceptance or rightful rejection of goods shall be made within seven (7) days after Buyer’s receipt of goods.

 

4.  CHANGES.

Any changes in orders requested by Buyer, including, without limitation, scope of work, shipment schedule releases, delivery, or increase or decrease in quantities shall only be effective if accepted in writing by Seller. Such changes may require other terms to be modified, including price terms and Seller reserves the right to make such adjustments. Buyer may not modify release schedules for goods after Seller has shipped goods.

 

5.  TAXES.

United States Sales: The price does not include any Federal, state or local property, license, privilege, sales, use, excise, gross receipts, value added or other like taxes that may be applicable to, or imposed upon, the transaction, the goods, or the sale, transportation, delivery, value or use thereof, or any services performed in connection therewith. Such taxes are for the account of Buyer and Buyer agrees to pay or reimburse any such taxes that Seller or its contractors or suppliers are required to pay.

Prior to placing the order with Seller, Buyer has the obligation to provide Seller with any sales tax exemption certificate it may have. In the absence of a valid and current sales tax exemption certificate, SELLER IS REQUIRED BY LAW TO CHARGE APPLICABLE TAXES ON SALES. Seller will not, and shall have no obligation to, retroactively adjust or credit Buyer’s account based on information received after the sale.

Sales Outside of the United States: All present and future taxes (other than corporate income taxes imposed on Seller), duties, tariffs, fees and other charges, including, but not limited to, excise, import, purchase, sales, use, turnover, added value, consular, gross receipts, gross wages, and similar assessment imposed by the United States, Canadian or Buyer’s government (or the government of any country through which the product must pass en route from the country of origin to the country of destination) or any subdivision thereof or any taxing authority or any agencies therein with respect to this quotation or Purchase Order acknowledgment or the subject matter thereof, shall be the obligation of Buyer. Any such items paid by Seller shall be added to the price and Buyer shall reimburse Seller for the amount of such taxes, duties, tariffs, fees and other charges and expenses incidental thereto upon presentation of an invoice therefore.

 

6.  EXCUSABLE DELAY.

Seller will use reasonable efforts to fill any order in accordance with the estimated delivery or shipping date, but Seller will not be responsible for any delays in filling such an order nor liable for any losses or damages resulting from such delays, and the order will not be subject to cancellation for such delays. Seller shall not be liable for failure to perform or for delay in performance due to any cause beyond its reasonable control, including, but not limited to, fire, flood, strike or other labor difficulty, act of God, epidemic or pandemic, any legal proceeding, act of any governmental authority, act of Buyer, war, riot, sabotage, terrorism, civil disturbance, embargo, fuel or energy shortage, wreck or delay in transportation, computer or electronic interruptions, equipment or electrical breakdowns, inability to obtain necessary labor or goods from usual sources, or any act, delay or failure to act of Seller’s suppliers and subcontractors of any tier beyond Seller’s or such supplier’s or subcontractor’s reasonable control. In the event of delay in performance due to any such cause, the date of shipment or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

 

7.  CONFIDENTIALITY.

Unless otherwise set forth herein or agreed to in a separate confidentiality or non-disclosure agreement executed by the parties, Seller will not be bound by any obligations of confidentiality or non-disclosure, except as may be required by applicable law. Seller may furnish data, knowledge and information to Buyer which Seller may consider to be confidential and proprietary to its business, including but not limited to that information which is:

a)     of a technical nature such as, but not limited to, methods, know-how, formulae, compositions, processes, discoveries, machines, inventions, computer programs and similar matters;

b)     of a commercial nature such as, but not limited to, information about costs, purchasing, profits, prices, markets, sales, selling strategies, or lists of customers or employees or other matters concerning the furnishing party's business;

c)     of a strategic nature such as, but not limited to, future developments or strategies, pertaining to research and development and marketing and sales or other matters concerning the furnishing party's planning:

which information Seller is willing to disclose to Buyer together with documents and data relating thereto (hereafter collectively “Confidential Information”) for the purpose of supplying Buyer's product needs. 

d)     Buyer agrees that it shall not disclose the Confidential Information to any other person, firm or corporation or use it for its own benefit except as provided herein and shall use the same degree of care to avoid publication or dissemination of such information as Buyer employs with respect to its own information which it does not desire to have published or disseminated. 

The commitments set forth in this paragraph shall survive the termination of the relationship of the parties for a period of twenty-four (24) months. Buyer shall immediately, without request and in good order, upon termination of this relationship at any other time upon request of Seller, promptly return all originals of such Confidential Information and any and all copies thereof to Seller.

 

8.  PRODUCT SUITABILITY AND SELECTION.

Most products offered by Seller are obtained from multiple supply sources, located throughout the United States, Canada and internationally. Many states, provinces and localities have codes and regulations governing sales, construction, installation or use of goods for certain purposes, which may vary from those in neighboring areas. While Seller attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Seller makes every reasonable attempt to ensure the quality of these supply sources and the products they offer. As these products are dynamic and versatile, Seller shall not be responsible for how products are used or installed and the product’s conformance to local or regional codes or regulations. Review the product materials and application, and relevant code, regulations or ordinances, to be certain that the product, its installation, and use will satisfy these requirements. In no event will Seller be responsible for any loss or damage arising out of Buyer’s improper selection, misapplication or misuse of a product. SELLER DISCLAIMS PRODUCT DEFECT CLAIMS THAT ARE DUE TO THE MISUSE, IMPROPER SELECTION OR MISAPPLICATION OF THE PRODUCT.

 

9.  WARRANTY.

General Merchandise Warranty: Except as otherwise stated, the only warranties applying to materials sold are those, if any, specifically provided by the manufacturer to be honored by the manufacturer. Items marked Lifetime Warranty are subject to manufacturer’s warranty terms. Except as set forth herein, Seller makes no warranties, whether written or oral, express or implied. Seller disclaims any express or implied warranties of performance, merchantability, fitness for a particular purpose, workmanship, quality, durability, suitability, or non-infringement including without limitation in those instances where changes, alterations or modifications are made in materials at the request or instruction of Buyer, and Buyer agrees not to claim or commence suit against Seller based on any such disclaimed warranties or such manufacturer’s warranties. Seller’s obligation is limited only to the repair or replacement of defective parts or, at Seller’s sole option, to refund the purchase price. A full refund will be given, subject to Seller’s inspection, for any defective item returned to and received by Seller within 30 days of the date of shipment in its original packaging. Exception: Phase converters in You-Build-It Kit form are final sale only.

Machinery Warranty: Motorized machinery purchased directly from Seller shall be free from defects in material and workmanship for a period of one (1) year from date of shipment for mechanical and electrical components (or 2,000 operating hours, whichever comes first, for CNC equipment). This warranty is void in the event a static phase convertor is used to support the machine’s operation. Parts found to be defective in material and workmanship by Seller during the warranty period shall be replaced or repaired at Seller’s sole option. Any components on motorized machinery found by Seller to be modified, altered, misused, abused or neglected will void Seller’s warranty. This warranty is exclusive and in lieu of any and all other warranties whether written or oral, expressed or implied, including but not limited to any warranty of merchantability and any warranty of fitness for a particular purpose and any warranty of non-infringement. Parts not covered by this warranty are normal wear or consumable parts such as (but not limited to) belts, filters, greases and lubricants, batteries, lamps, brakes and blades. This warranty is void outside of the U.S.

Manufacturer’s Responsibility: Buyer recognizes that Seller is a distributor and not a manufacturer, fabricator or packager, and all applicable product specifications, representations and warranties are solely those of the fabricator, manufacturer or packager of the products sold. Seller’s liability hereunder for any claim of loss or damage of any kind whatsoever by Buyer arising from a breach of any such specifications, representations or warranties by the manufacturer, fabricator or packager shall be limited to reimbursement of the price paid for the specific item sold, and other than such reimbursement, as between Buyer and Seller, Buyer’s sole and exclusive recourse for such loss or damage is to the manufacturer, fabricator or packager of the products. Buyer waives any right of set-off or cover under the Uniform Commercial Code or otherwise.

 

10.  LIMITATION OF LIABILITY.

In no event shall Seller be liable for any incidental, special, indirect, punitive or consequential damages or lost profits, however caused and on any theory of liability, arising out of the purchase, including but not limited to loss of anticipated opportunity or profits, even if advised of the possibility of such damages.

 

11.  TRADE COMPLIANCE.

Buyer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. or Canadian government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List or any lists of designated persons established under relevant Canadian legislation including but not limited to the United Nations Act, the Special Economic Measures Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act or other relevant legislation, and related regulations and government policy. Buyer shall comply with all applicable U.S. and Canadian economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms regulations administered by DDTC and Canada's Export and Import Permits Act. Buyer is responsible for all export reporting of goods that are exported from Canada, and Buyer understands and confirms that the Seller is not, unless otherwise agreed to by the Seller, to be considered the exporter from Canada under any circumstance.

 

12.  RETURN POLICY.

Unless otherwise provided in a written agreement with Seller, catalog products in original unopened packaging and in re-saleable condition may be returned within sixty (60) days of original receipt. Products not offered in Seller’s catalog and chemicals, aerosols, liquids, and gases may not be returned. To return a product, please contact your Class C Solutions Group representative or call 1-866-438-6767. Buyer shall pay for return freight on products unless the return is due to Seller’s error.

 

13.  SECURITY INTEREST.

Buyer grants to Seller a priority lien, purchase money security interest in the products and any accounts receivable or cash from the resale of the products until full payment is received, with respect to any sales on open account. Buyer shall complete and cooperate with the submission of any documents necessary to validate or enforce Seller’s rights hereunder.

 

14.  FREIGHT.

Unless otherwise stated in any written agreement between Seller and Buyer, Buyer shall be responsible for any freight costs associated with the delivery of product to its destination. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of Buyer.

 

15.  IMPORTANT NOTICE TO FEDERAL CUSTOMER RE: COUNTRY OF ORIGIN & GOVERNMENT BUYER AUTHORITY

 

Customers in the United States and its Territories:

While all products listed on GSA Advantage meet the requirements of the Trade Agreements Act (“TAA”) as implemented by Federal Acquisition Regulations Part 25, other products sold by Seller may not meet the requirements. Any federal government customer purchasing a non-TAA item will be making an “open market” purchase that is not covered by any contract. Please ask if you need to know whether a product is TAA compliant. Federal customers are advised that the open market purchases are not GSA schedule purchases. By purchasing the product on the open market, Buyer represents that it has authority to make such purchases and has complied with all applicable procurement regulations.

Customers in Canada:

Seller supplies certain products to Canada's federal, provincial and municipal governments and government agencies through various contracts, standing offers and supply arrangements. Any government or government agency Buyer that purchases a product not captured within the scope of an existing and valid contract, standing offer or supply arrangement represents that it has the authority to make such purchases and has complied with all applicable procurement legislation, regulations and policies.

 

16.  GSA CONTRACT.

Seller intends that the pricing terms offered are to be no more favorable than the pricing terms offered on select federal, provincial and municipal government and government agency contracts, as applicable, held by Seller. Internal compliance parameters have been established limiting Seller’s discounting capacity to commercial customers. However, if negotiated pricing terms are inadvertently established in conflict with Seller’s government and government agency contract requirements, Seller reserves the right to adjust Buyer’s pricing terms as required to ensure full compliance.

 

17.  ENVIRONMENTAL SAFETY.

Volatile Organic Compounds (VOC) Limits: Seller may be prohibited from offering certain products due to restrictions or requirements of various federal, state, local and other authorities having jurisdiction in these matters. VOC restrictions may change without notice. Buyers should consult the regulations applicable to these products to ensure compliance. Seller relies on the manufacturer regarding the VOC content of their products and makes no representation or warranties regarding the information provided by the manufacturer.

Ozone Depleting Substances (ODS): Seller may be prohibited from selling certain products that contain chemicals (hydrochlorofluorocarbons) to Buyers that are not commercial customers as defined by regulations issued by the United States Environmental Protection Agency (USEPA). As per the USEPA regulations, it is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon or aerosol hydrochlorofluorocarbon containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per sale. Individuals purchasing such products must present proof of their commercial status in accordance with Title 40 of the CFR 82.68(a) or (c). ODS restrictions may change without notice and Buyers should consult the ODS regulations and are responsible for compliance with all the ODS regulations.

California Proposition 65: Some products may contain certain chemicals and, therefore, be subject to warning requirements of California Proposition 65. Proposition 65 requires that packages of products containing certain chemicals identified by the State of California as causing birth defects or other reproductive harm or cancer contain warnings. Seller relies on the manufacturer regarding the hazardous chemicals in their products and makes no representations or warranties regarding the information provided by the manufacturer.

Mercury Containing Products: Some products may contain mercury and may, therefore, be subject to federal, state, or local regulations regarding their purchase, use, handling and/or disposal. Buyers should consult the regulations applicable to their operations regarding these products. Seller relies on the manufacturer regarding the mercury content of their products and makes no representations or warranties regarding the information provided by the manufacturer.

Material Safety Data Sheet (MSDS): An MSDS is a document that is required by the Occupational Safety and Health Administration (“OSHA”) and provides specific Safety, Health and Environmental information about a product deemed to be hazardous (e.g. Hazardous Ingredients, Physical Hazards, Health Hazards, Safe Handling, Control Measures and more.) Manufacturers or importers are required to produce MSDSs and employers are required to have them available for their staff as per OSHA’s Hazard Communication Standard 29 CFR. 1910.1200. Seller expressly relies on the MSDS’ developed by the product manufacturer or importer evaluation of the chemical contained therein. Seller provides MSDSs when required. An MSDS will be provided for a product when: You order the product for the first time, an updated MSDS is received from the manufacturer/importer, or you request another MSDS. MSDSs will be provided at Seller’s website (https://classc.mscdirect.com/msds) or by contacting Seller.

Lead: Seller may be prohibited from offering certain plumbing products intended for use in conveying potable water due to restrictions or requirements of various federal, state, local and other authorities that have prescribed lead content restrictions for such products. These restrictions may change without notice. Buyers should consult the regulations applicable to these products to ensure compliance. Seller relies on the manufacturer regarding the lead content of their products and makes no representations or warranties regarding the information provided by the manufacturer.

Energy Efficiency: Seller may be prohibited from offering certain products that do not meet federal, state, and/or local requirements for energy efficiency. Energy efficiency requirements may change without notice. Buyers should consult the regulations applicable to these products to ensure compliance. Seller relies on the manufacturer regarding the energy efficiency rating of its products and makes no representations or warranties regarding the information provided by the manufacturer.

Handling and Disposal: Numerous federal, state, and local codes, regulations and laws may apply to the disposal of products. Buyer is solely responsible for proper handling and disposal of purchased items and should review and ensure compliance with all such codes, regulations and laws.

 

18. GENERAL.

Product Substitution: Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.

Applicable law: The provisions of the Uniform Commercial Code, as adopted in New York, shall apply (except as expressly modified hereby) with no application of the United Nations Convention on Contracts for the International Sale of Goods. All transactions shall be governed by the laws of the State of New York, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction, and the parties hereto irrevocably submit to venue in Suffolk County, State of New York in any action brought by the parties hereto concerning goods and services sold to Buyer hereunder and the parties hereby irrevocably submit to the jurisdiction of these courts.

Waiver: The remedies provided herein shall be cumulative and in addition to any other remedies provided by law or equity. Either party’s failure to insist on performance of any of these Terms and Conditions or exercise any right shall not be deemed a waiver unless in writing signed by the party waiving.

Independent Contractors: Seller and Buyer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Buyer will not have the right to bind or otherwise obligate Seller in any manner, nor will Buyer represent to anyone that it has the right to do so.

Assignment: Buyer shall not assign any order, or any interest therein, without the prior written consent of Seller. Any actual or attempted assignment without Seller’s prior written consent shall entitle Seller to cancel such order upon notice to Buyer.

Electronic Commerce: If Seller and Buyer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Buyer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Seller and Buyer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Seller regarding EDI purchases made by Buyer shall be deemed to be conclusive.

Intellectual Property: Buyer shall have no right to copy or use any of the intellectual property of Seller or its suppliers without Seller’s permission. All materials contained in Seller’s catalog and Seller’s website are subject to the ownership rights of Seller and its suppliers.

Seller’s Performance of Service: In conjunction with Buyer’s purchase of product, Seller may perform certain services for Buyer on Buyer’s premises such as delivering, ordering, performing inventory management, or putting-away product (collectively, the “Services”). Buyer will hold harmless and indemnify Seller, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by Seller related to the performance of Services for Buyer (including without limitation, settlement costs, attorneys’ fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of Buyer, its employees, agents, subcontractors or representatives.