These General Terms and Conditions for Use of website and buying(The “Terms and Conditions for use”) apply and form an integral part of the website use.
The Site and its Materials are owned by JAYEMTRADE and are copyrighted. You may not distribute, modify, reproduce or use any Materials, in whole or in part, without the prior written consent of JAYEMTRADE, except that you may download Materials for your non-commercial, personal use only, provided you keep intact all copyright and other proprietary notices.
JAYEMTRADE and ICHIBAN Logo are registered trademarks of JAYEMTRADE i-Tech Private Limited, registered in India.
Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks displayed on this Site without the written consent of JAYEMTRADE or such party that may own the Trademarks. The absence of a product or service name or logo anywhere in the text of this Site does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo. All other products and brand names are trademarks and/or registered trademarks of their respective companies.
In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by JAYEMTRADE. Use of the Software is subject to the license terms in the Software License Agreement that accompanies the Software. JAYEMTRADE does not transfer title of the Software to you. You own the medium on which the Software is recorded, but JAYEMTRADE retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.
Mention of third party products, companies, and web sites on this Site is for informational purposes only and constitutes neither an endorsement nor a recommendation. JAYEMTRADE makes no representations regarding the quality, safety or suitability of any products by third party companies. All third party products must be ordered directly from the vendor and all licenses and warranties, if any, are made between you and the vendor. Links to third party web sites are provided solely as a convenience to you. JAYEMTRADE has no control over the contents of any other web site and makes no representation whatsoever regarding the content of any other web site. When you use these links, you will leave this Site. JAYEMTRADE does not endorse or have any responsibility for the content, information, and products on the site or for materials and information contained in any third party web site.
The site and its materials are provide “As is” and without warranties of any kind either express or implied . To the fullest extent permissible by applicable law, JAYEMTRADE disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose nad non-infringement of intellectual property rights.
JAYEMTRADE does not warrant the accuracy and completeness of the Materials or services provided at this Site. JAYEMTRADE also does not warrant that any functions of the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available is free from viruses or other harmful components. Some jurisdictions may not allow the exclusion of an implied warranty so some of the above exclusions may not apply to you in all circumstances.
In no event will JAYEMTRADE assume any responsibility for any damages that result from your access to, use of, or inability to use, this site, or from your downloading of any materials from the site, even if JAYEMTRADE or its authorised representative has been advised of the possibility of such damages. Your use of the site is at your risk, neither JAYEMTRADE shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out or your access to, or use of, the site.
Some jurisdictions may not allow a limitation or exclusion on damages, so the above may not apply in all circumstances. In no event shall JAYEMTRADE 's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including but not limited to negligence) or otherwise) exceed the amount paid by you, if any, for accessing this Site.
Herein JAYEMTRADE may from time to time revise these Terms and Conditions by updating this posting. Please visit this page periodically to review the current Terms and Conditions because they are binding on you. Your continued use of the Site will mean you accept any changes.
Court of Jurisdiction for all the disputes arising from the website and our contracts concluded on the basis of these General Terms and Conditions shall be the competent court at JAYEMTRADE’s domicile which is in Bangalore. The Law of India shall apply to the exclusion of international legal provisions ( Especially to the exclusion of the UN Convention on Contracts for the International Sale of Goods) –even if the Buyer has his registered office in a foreign Country.
JAYEMTRADE reserve the right to discontinue manufacturing and sale of products at any time. If however at any time during the term of an agreement under which JAYEMTRADE sells and buyer purchases products on a regular basis such regularly sold and purchased products are to be permanently discontinued, JAYEMTRADE shall use its reasonable commercial efforts to give buyer priory written norice of such discontinuance and shall use reasonable commercial efforts to accept last time buy orders for such discontinued products all in accordance with JAYEMTRADE product discontinuation process and general information related thereto as published on JAYEMTRADE website.
The invalidity, infeasibility or incompleteness of one or more provision in the terms and conditions or in contract concluded on the basis of these General terms and conditions shall in no way affect the validity of these general terms and conditions or the relevant contract. The invalid provision shall be substituted by the statutory provisions.
The failure on the part of either party to exercise, or any delay in exercising, any right or remedy arising from any offer, confirmation or agreement shall not operate as a waiver thereof, not shall any single or partial exercise of any right or remedy arising there from preclude any other or future exercise thereof or the exercise of any other right or remedy arising from any offer, confirmation or agreement or from any related documents or by law.
All notices and commutations to be given under these terms and conditions shall be in writing and shall be deemed delivered upon hand delivery, confirmed facsimile communication, or three days after deposit in the mail of the home country of the party, postage prepaid, by certified, registered, firs class or equivalent mail, by returned receipt confirmed email, addressed to the parties at their addresses set forth on the offer, confirmation and or agreements.
JAYEMTRADE reserve the right to make any amendment or charges to these terms and conditions at any time. Such amendments, modification and changes shall have effect to all offers, confirmation and agreements referring to such amended or modified terms and conditions as from the date of such offer, confirmation or agreement, and to any existing agreement thirty days from notification of such amendments or modification by JAYEMTRADE to buyer, unless buyer has notified JAYEMTRADE within such 30 days period that it object thereto.
All quotations and offers ( hereinafter both referred to as “Offer”) by JAYEMTRADE to the buyer.
All acceptances, acknowledgement or confirmation by JAYEMTRADE of any order of Buyer, including without limitation order of Buyer resulting from any pricing or other framework agreement between Buyer and JAYEMTRADE, unless explicitly agreement otherwise in writing between buyer and JAYEMTRADE.
Any agreement resulting form such offer or confirmation and any agreement incorporating these Terms and Conditions by reference regarding the sale of JAYEMTRADE and purchase by Buyer of goods unless JAYEMTRADE explicitly agrees in writing to exclusion hereof.
Any terms and conditions set forth on any documents or documents issued by Buyer either before or after issuance of any documents by JAYEMTRADE setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by JAYEMTRADE and any such documents shall be wholly inapplicable to any sale made by JAYEMTRADE and shall not be binding in any way on JAYEMTRADE. No offer, confirmation or agreement constitutes an acceptance by JAYEMTRADE of any other terms and condition and JAYEMTRADE does not intend to enter into an agreement other than under these Terms and Conditions.
Any offer is expressly made conditional on Buyer’s assent to all of the terms contained in the offer without deviation. Acceptance by Buyer of an offer may be evidenced by buyer’s written or verbal assent or the written or verbal assent of any representative of Buyer. Buyer’s acceptance of delivery of the products or payment of purchase price for the first instalment of the products ( if applicable), or any such acceptance by any representative of Buyer, or other conduct by Buyer or any representative of Buyer consistent with acceptance of the offer.
In the event that any offer or confirmation is sent in response to Buyer’s blanket purchase order, the terms and conditions of the offer or confirmation, including these terms and conditions, shall apply to any Buyer or delivery by JAYEMTRADE, irrespective of whether Buyer submits additional purchase orders (electronically or otherwise) and whether JAYEMTRADE as confirmation to such additional purchase order. All terms and conditions of such documents are hereby rejected.
JAYEMTRADE’s Offers are open for acceptance within the period stated by JAYEMTRADE in the Offers or, when no period is stated, within 15 days from the date of the Offer, but any Offer may be with drawn or revoked by JAYEMTRADE at any time prior to the receipt of JAYEMTRADE of Buyer’s acceptance related thereto.
If JAYEMTRADE receives an order from Buyer for the sale by JAYEMTRADE and purchase by Buyer of Products and such order is not a response to an Offer by JAYEMTRADE, or if JAYEMTRADE receives an order or acceptance by Buyer which deviates from JAYEMTRADE’s Offer, such order or acceptance, respectively, shall be deemed to be request for an offer only. An acceptance by Buyer or any offer made by an Order gatherer, liaison officer, agent or sales representative of JAYEMTRADE shall first constitute an agreement between JAYEMTRADE and Buyer upon explicit confirmation by JAYEMTRADE itself.
The Buyer is bound by the order for delivery placed with JAYEMTRADE as supplier for three weeks from the date of its receipt by JAYEMTRADE. To be legally valid, order for delivery mush be confirmed by ATPPTAB in writing. An Invoice sent to the buyer in respect of the relevant order is also deemed to be written confirmation.
Unless otherwise specified in any Offer, Confirmation or Agreement, delivery take place Ex-Works JAYEMTRADE’s warehouse in Bangalore, India or place designated by JAYEMTRADE. The risk passes to the Buyer when the products are handed over. Handed over to the freight forwarder is equivalent to handover to the buyer. Delivery dates communicated or acknowledged by JAYEMTRADE are approximate only and JAYEMTRADE shall not be liable for, nor shall JAYEMTRADE be in breach of its obligations to Buyer, because of any delivery made within a reasonable time before or after the stated delivery date. JAYEMTRADE agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that buyer provides all necessary order and delivery information sufficiently prior to the agreed delivery date.
In the event buyer contest delivery, buyer must request a proof of delivery from JAYEMTRADE within ninety days of the date of JAYEMTRADE’s Invoice, otherwise delivery shall be deemed completed.
Buyer will give JAYEMTRADE written notice of failure to deliver and Thirty days within which to sort out. If JAYEMTRADE does not sort out within thirty days, Buyer’s sole and exclusive remedy is to cancel the affected and delivered portion of the agreement. If the buyer fails to take delivery, then JAYEMTRADE may deliver the products in consignment at buyer’s cost and expenses. No transport packagings or any other packagings according to the stipulation of the packaging ordinance shall be taken back. The buyer is obliged to dispose of packaging at his own expense.
Timely delivery is conditional on JAYEMTRADE’s receiving correct and timely delivery from its own supplier in the event of matching transactions. JAYEMTRADE shall inform the buyer without delay in the event that the contractual products or their relevant input products are unavailable and shall in the event of withdrawn from the contract- refund to the buyer any payment that the later may already have made without any delay.
Prices in any offer, confirmation or agreement are in Indian Rupees, based on delivery Ex-works JAYEMTRADE’s warehouse or other facility designated by JAYEMTRADE, unless agreed otherwise in writing between Buyer and JAYEMTRADE and do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the products. JAYEMTRADE will add taxes, duties and similar levies to the sales price where JAYEMTRADEi’s required by law to pay or collect them and will be paid by buyer together with the price.
Change in prices are admissible if more than two weeks have elapsed between submission of an offer, confirmation or agreement and the agreed date of delivery. In the event that there is an increase in wages and salaries, in the prices of raw materials, cost of materials or market cost prices in the period until the delivery date, JAYEMTRADE shall be entitled to reasonably raise the price in accordance with the cost increase. The buyer shall only be entitled to withdraw if the price increase exceeds the increase in the general cost of livings between the date of the order and delivery to a not insubstantial extent.
Unless otherwise agreed by the parties the purchase price ( including any and all taxes, duties or levies) shall become due for payment immediately after conclusion of the agreement( in advance). The buyer shall be in default 30 days after the due date for payment of the selling price without any further declaration from JAYEMTRADE is he has not paid the selling price within this period. The buyer owes JAYEMTRADE interest, set at the official Indian interest rate, set at the official Indian interest rate for trade transaction, without any further notice of default being required, for all of his overdue amounts, starting from the last day an amount should have been paid. In the event of any defects in the Products delivered, the buyer shall not be entitled to the right of retention unless the products delivered, the buyer shall not be entitled to the right of retention unless the products delivered are obviously defective. In such case, buyer shall only be entitled to withhold payment if and provided that the sum withheld is in reasonable proportion to the defects and estimated expenses for subsequent performance- especially for elimination of the defects. The buyer shall not be entitled to assert claims and rights on grounds of any defects unless he has made all due payments and the amount due is in reasonable proportion to the value of the defective products.
Buyer shall not offset, withhold or reduce any payment9s) due by it to JAYEMTRADE. The payment of fees and charges is a covenant of buyer that is independent of the other covenants made by the parties hereunder.
In the event of any default by buyer in the payment of any fees or charges due, or any other default by buyer, JAYEMTRADE shall have the right to refuse performance of any work and delivery of any products until payments are brought current and JAYEMTRADE may suspend, delay or cancel any credit, delivery or any other performance by APPTBA. Such right shall be in addition to, and not in lieu of any other rights and remedies available under the agreement or at law or equity.
No order, agreement or any parts there of may be rescheduled or cancelled without JAYEMTRADE’s prior written consent. JAYEMTRADE shall not be liable for any failure or delay in performance if, such failure or delay results from the fact that JAYEMTRADE’s and their counter parts manufacturing volume of the products concerned is lower than anticipated due to interruptions in the manufacturing process or such failure or delay does not result from its fault, non-attributable failutre, the performance of the relevant parts(s) of the agreement will be suspended for the period such non-attributable failure continues, without JAYEMTRADE being responsible or liable to buyer for any damage resulting there from. Any circumstances or occurrences beyond JAYEMTRADE’s reasonable control whether or not foreseeable at the time of offer, confirmation or agreement as a result of which JAYEMTRADE cannot reasonably be required to execute its obligations. Such circumstances or occurrences include but are not restricted to, acts of God , War, Civil war, insurrections, strikes, fires, floods, earthquakes, Tsunami, labour disputes, epidemics, governmental regulations and /or similar acts, freight embargoes, non-availability of any permits, licenses and /or authorizations required, defaults or delay of suppliers or subcontractors and /or inability or impracticability to secure transportation, facilities fuel, energy, labour, materials or components. In the event that the such events extends for a period of three consecutive months( or in the event that the delay is reasonably expected by JAYEMTRADE to extend for a period of three consecutive months), JAYEMTRADE shall be entitled to cancel all or any parts of the agreement without any liability of JAYEMTRADE towards buyer. In the event JAYEMTRADE’s production is curtailed for any reason, JAYEMTRADE shall have the right to allocate its available production and products, in its sole discretion, among its various customers and as a result may sell and deliver to buyer few products than specified in JAYEMTRADE’s offer, confirmation or agreement as the case may be.
JAYEMTRADE warrants that under normal use the Products shall, at the time of delivery to buyer and for a period of twelve (12) months from the date of delivery ( or such other period as may be agreed upon in writing by the parties), be free from defects in materials or workmanship and shall substantially conform to JAYEMTRADE’s specifications for such products, or such other specification as JAYEMTRADE has agreed to in writing, as applicable. JAYEMTRADE’s sole and exclusive obligation, and buyer’s sole and exclusive right, with respect to claims under this warranty shall be limited, at JAYEMTRADE’s option, either ro the replacement or repair of a defective or nonconforming products or to the appropriate credit for the purchase price thereof. JAYEMTRADE will have a reasonable time to repair, replace or credit. The non-confirming or defective products shall become JAYEMTRADE’s property as soon as they have been replaced or credited for.
Buyer may ship products returned under warranty claims to JAYEMTRADE’s designated facilty only so long as the returns are in conformance with JAYEMTRADE’s then current Return Materials Authorization (RMA) policy ad are accompanies by duly completed return materials authorization form issued by JAYEMTRADE. Where warrant adjustment is made, JAYEMTRADE will be for freight expense. Buyer shall pay for returned products that are not found to be defective or non-conforming together with the freight, testing and handling costs associated therewith.
Notwithstanding the foregoing, JAYEMTRADE shall have no obligations for breach of warranty if the alleged defect or non-conformance is found to have occurred as a result of environmental or stress resting, misuse, neglect, improper installation, or accident, or as a result of improper repair, alternation, modification, storage, transportation or improper handling. The express warranty granted above shall extend directly to buyer and not to buyers’ customer, agents or representative. Except for warranty of title , the express warranty granted above is in lieu of all other warranties, whether express or implied, including without limitation any implied warranties of fitness or a particular purpose, merchantability, or non-infringement of intellectual property rights. All other warranties are hereby specially disclaimed by JAYEMTRADE.
Liability is completely excluded for damages to legal assets of the buyer caused by the delivery item, eg damage to other property. This shall not apply in the event of intent or gross negligence, breach of essential contractual obligations or in the event of liability on grounds of harm to life, physical injury or harm to health.
The provision of the two preceding paragraphs extended to damages in addition to performance and damages in lieu of performance, whatever the legal basis thereof, including but not limited to damages based on the defect, breach of duties under the contract or acts of tort. These provision shall also apply to claims for compensation for wasted expenditure.
Except for buyer’s liability under paragraph 3 of this article, no party shall be liable to the other for any lost profits or lost savings, indirect, incidental, punitive, special or consequential damages whether or not such damages are based on tort, warranty, contract or any other legal theory –even if such party has been advised, or is aware, of the possibility of such damages. In no event shall JAYEMTRADE be liable for any damage, costs or expenses associated with warranty or intellectual property infringement claims whether for the replacement or repair of products, including labour, installation or other cost, incurred by buyer and in particular, any cost related to the removal or replacement of any products soldered or otherwise permanently affixed to any printed Circuit Board excess procurement cost or rework charges.
JAYEMTRADE’s aggregate and cumulative liability towards buyer under any agreement regarding sale by JAYEMTRADE and purchase by buyer between JAYEMTRADE and buyer and resulting from any event(s) occurring during a calendar year and for any series of events triggered by the same cause started during a calendar year, shall not exceed the lesser of the amount actually received by JAYEMTRADE in the twelve (12) months immediately proceeding the event, or series of events, as the case may be, giving rise to any liability for the products causing any liability and an amount of Rs. One lakh but in case of liability for delay or non-delivery of products, also never more than the purchase price of the delayed or non delivered products concerned.
JAYEMTRADE’s products are not designed, authorised or warranted to be suitable for use in Medical, military, air craft, space or life support equipments nor in application where failure or malfunction of a JAYEMTRADE’s product can reasonably be expected to result in a personal injury, death or server property or environmental damages. Inclusion and /or use of JAYEMTRADE’s product in such equipment or application, without prior authorization in written of JAYEMTRADE, is not permitted and at buyer’s own risk. Buyer agrees to fully indemnify JAYEMTRADE for any damages resulting from such inclusion or use.
Any buyer’s claim for damages must be brought by buyer within ninety day sof the date of the event giving rise to any such claim, and nay lawsuit reative to any such claim must be filled with in one year of the date of the claim. Any claims that have been brought or filled in conflict with the proceeding sentence are null and void.
The buyer shall examine the products without delay after delivery. The buyer shall inform JAYEMTRADE without delay in writing of any defects which he has discovered when examining the products. Otherwise the products shall be deemed accepted in good order and without defects. If contractual products are not delivered or handed over to the buyer but to a third party on the buyers instruction, that their party shall be authorized by buyer and obligated towards JAYEMTRADE to honor and observer the aforementioned duties and obligations of buyer. The behaviour of the hired party shall be deemed to be that of the buyer and shall consequently be attributed to the later. The limitation and exclusion set forth above in this article 10 shall be only apply to the extend permitted by applicable mandatory law.
The limitation period for any claims and right on grounds of defects of the products delivered shall be on year, what ever the legal basis thereof. The limitation periods stipulated in the foregoing paragraph 1 shall also apply to all claims for damages against JAYEMTRADE in connections with the defect irrespective of the legal basis for such claim. If an to the extend that there are any claims for damages of any kind against JAYEMTRADE that are not connected to a defect, the limitation periods as stipulated in paragraph 1 shall also apply to such claims.
The limitation period pursuant to the foregoing paragraphs 1 and 2 shall apply subject to the following proviso,
The limitation periods shall not apply in case of intent, JAYEMTRADE has fraudulently concealed defect or if an to the extent that JAYEMTRADE has given a warranty as the conditions and quality of the products. In the event of fraudulent concealment on the part of JAYEMTRADE, the statutory limitation period that would apply in the absence of malicious intent shall also apply in lieu of the periods of the foregoing paragragh1. For all claims, the limitation period begins when the Customer collects the products or the products are delivered to the customer. Unless expressly stipulated otherwise, the statutory provisions governing the commencement, suspension of expiration, interruption and recommencement of limitation period shall remain unaffected.
Products complained of may only be returned to JAYEMTRADE with the latter’s approval or acknowledgement of warranty claim. All products delivered remain the property of JAYEMTRADE until the satisfaction of all receivable of JAYEMTRADE due from the buyer, regardless of the legal basis, also with regard to the claims to the outstanding balance of receivable even if payment for specifically designated receivables have been made. Title is transferred only after payment is full of the selling price. In the event of breach of duty by the buyer, in particular default in payment APPTA is entitled, even without setting a deadline, to require the surrender of the products delivered and/ or to withdraw from the contract. The buyer is obliged to surrender the products delivered. Unless expressly declared as such, the demand by JAYEMTRADE that the buyer surrender the products does not constitute withdrawal from the contract. If buyer combines, process or mixes the products delivered under retention of title by JAYEMTRADE with other goods not owned by JAYEMTRADE, the later acquires s share of title to the combined, processed or mixed goods in the proportion of the invoice value of the retained title good so the total invoice amount for the other third party goods. The buyer keeps these goods safe for JAYEMTRADE free of charge.
The buyer shall only be entitled to sell the retained title good sin the ordinary course of business and in accordance with his standard terms and conditions and provided that he is not in default The buyer shall be entitled and authorised to resell the retained title goods only subject to the proviso that the accounts receivable arising from the resale pass to JAYEMTRADE. The buyer is not entitled to dispose of the retained title goods in any other way. The receivable of the buyer from the resale of the retained title goods are already now assigned to JAYEMTRADE. In the event that the buyer sells the retained title goods together with other goods, which are not owned by JAYEMTRADE, the assignment of the accounts receivable form the resale shall be limited to the Invoice value of the retained title goods.
The buyer shall be entitled to collect accounts receivable arising from the resale of the retained title goods. The buyer shall not be entitled to assign these accounts receivable to third parties. This does not affect JAYEMTRADE’s right to collect the receivable itself. JAYEMTRADE undertakes, however, not to collect the accounts receivable as long as the buyer duly meets his payment obligations and isnot in default. In this case, however, JAYEMTRADE may require that the buyer notify all receivables assigned and their debtors, provide all details required for their collection, hand over the associated document and notify the debtors( third parties) of the assignment. In the event that the value of the collateral in JAYEMTRADE’s possession exceeds the claim of the later against the buyer by more thatn 10%, JAYEMTRADE shall be obligated, at the request of the buyer, to release the collateral pro tan to at JAYEMTRADE’s discretion.
The buyer shall notify JAYEMTRADE without delay of any attachment or any other impairment by their parties. In the event that the retention of title or assignment provisions are not effective under the law governing a region in which the products are not effected under the law governing a region in which the products are located at an given time, the security provisions which correspond to retention of title and assignment under the law in that region shall be deemed to be agreed. In the event that this required the cooperation of the buyer, the latter shall take all necessary steps to obtain and preserve such rights.
Buyer shall not assign any rights or obligations under the agreement without the prior written consent of JAYEMTRADE. Buyer hereby waives any and all right to offset existing and future claims against any payment due for products sold under the agreement or under any other agreement that buyer and JAYEMTRADE may have and agrees to pay the amounts hereunder regardless of any claimed offset which may be asserted by buyer or on its behalf. JAYEMTRADE is allowed to assign any right or obligations under the agreement to its affiliates or to any third party in connection with merger, a change of control or an accounts receivable financing program implemented by JAYEMTRADE. Without prejudice to any rights or remedies JAYEMTRADE may have under the terms and conditions and /or the agreement or at law, JAYEMTRADE may, by written notice to buyer, terminate with immediate effect the agreement, or any part thereof, without any liability whatsoever, if buyer fails to make payment for any products go JAYEMTRADE when due, and buyer fails to accept conforming products supplied hereunder. Any proceeding in insolvency, bankruptcy ( Including reorganization) liquidation or winding up are instituted against buyer, whether filed or instituted by buyer, voluntary or involuntary, a trustee or receive is appointed over buyer or any assignment is made for the benefit of creditors of buyer or buyer violates or breaches any of the provisions of these terms and conditions and / or the agreement.
Upon occurrence of any of the events referred to under through above, all payment to be made by buyer under the agreement shall become immediately due and payable. In the event of cancellation, termination or expiration of any agreement the terms and conditions destined to survive such cancellation, termination or expiration, which shall include without limitation article 7,8,9,10 and 11 shall survive. JAYEMTRADE reserve the rights to make at any time product and /or product changes. In such event JAYEMTRADE represents that said changes shall not negatively affect form, fit or function of the product and their performance characteristics.