Customer agrees to indemnify and hold harmless Target Electronics, Inc. from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and litigation expenses) arising from or related to (i) the purchase, use and/or distribution of products supplied by Target Electronics, Inc. in violation of the terms and conditions of this Agreement, (ii) the negligence or lack of due care by Customer, Customer's customers, agents, employees or invitees, in whole or in part, and (iii) infringements of third party intellectual property or other proprietary rights arising from the use or distribution of supplied products by Customer, Customer's customers, agents, employees.
This Agreement shall be construed and controlled by the laws of the State of California, without application of its conflict of laws provisions, and the applicable laws of the United States of America. Customer consents to jurisdiction and venue in the state and federal courts sitting in the State of California. The United Nations Convention on the International Sale of Goods shall not apply and its application is hereby expressly excluded.
Relationship of Parties
The parties to this Agreement are independent contractors and neither this Agreement, nor any terms or conditions herein, shall be construed as creating a joint venture, partnership, agency or franchise relationship.
Consent to Electronic Agreement, Records & Signatures
This Agreement or any purchase transaction (or any signature, writing, or record pertaining thereto) shall not be denied legal effect, validity, or enforcement solely because it is in electronic form and/or because an electronic signature or electronic record was used in its formation. Customer expressly consents to Target Electronics, Inc. use of electronic documents and records to provide purchase transaction information. Upon reasonable request, Customer may obtain a printed copy of electronic documents and records pertaining to Customer's purchase transaction(s) at Target Electronics, Inc. cost of preparation and mailing copies of these documents only.