For the purposes of this Agreement:

​ ​1.1. “Goods”

​ ​means the idols, sculptures, temples, architectural stone products, decorative articles or other products specifically described in the applicable Order & Product Specification Schedule.

​ ​1.2. “Order”

​ ​means the Buyer’s accepted purchase order, quotation acceptance, invoice, order confirmation or other written document pursuant to which the Seller agrees to manufacture and/or supply the Goods.

​ ​1.3. “Specifications”

​ ​means only those specifications expressly recorded in the applicable Order & Product Specification Schedule and expressly accepted in writing by the Seller.

​ ​1.4. “Natural Stone”

​ ​means naturally occurring stone extracted from a geological formation and subsequently cut, carved, finished or polished.

​ ​1.5. “Custom Goods”

​ ​means Goods manufactured, carved, designed or substantially modified specifically according to the Buyer’s requirements.

​ ​1.6. “Material Defect”

​ ​means a defect or non-conformity which materially affects the Goods’ conformity with an express Specification and which is attributable to the Seller.

​ ​1.7. “Business Day”

​ ​means a day other than a Sunday or public holiday on which commercial establishments are ordinarily open for business in Jaipur, Rajasthan.

​ ​1.8. “Applicable Law”

​ ​means all laws, statutes, rules, regulations, notifications, orders and legally binding governmental requirements applicable to the transaction.

​ ​

​ ​2.1. A contract of sale shall arise only upon acceptance of the Buyer’s Order by the Seller.

​ ​2.2. The Seller may accept or reject any Order in whole or in part.

​ ​2.3. The quotation issued by the Seller shall remain valid only for the period stated therein. In the absence of an expressly stated validity period, the quotation shall remain subject to revision until accepted by the Seller.

​ ​2.4. No employee, salesperson, agent, artisan or representative of the Seller shall have authority to vary the terms of this Agreement unless such variation is expressly authorised by the Seller in writing.

​ ​2.5. Any oral statement, representation, assurance or promise shall not constitute a contractual term unless expressly incorporated into the written Order, Specification Schedule or a written amendment accepted by the Seller.

​ ​3.1. Each transaction shall be governed by:

​ ​3.1.1. this Agreement;

​ ​3.1.2. the applicable Order & Product Specification Schedule;

​ ​3.1.3. the accepted quotation/order confirmation;

​ ​3.1.4. approved drawings, designs, dimensions and technical specifications; and

​ ​3.1.5. the applicable tax invoice.

​ ​3.2. In case of inconsistency, the following order of precedence shall apply:

​ ​3.2.1.1. Applicable mandatory law;

​ ​3.2.1.2. this Agreement;

​ ​3.2.1.3. the applicable signed Order & Product Specification Schedule;

​ ​3.2.1.4. accepted quotation/order confirmation;

​ ​3.2.1.5. approved drawings/designs; and

​ ​3.2.1.6. other written communications expressly accepted by the Seller.

​ ​3.3. A customer-specific condition shall not amend, override or supersede this Agreement unless the relevant condition is:

​ ​3.3.1. expressly stated in the Order & Product Specification Schedule; and

​ ​3.3.2. expressly accepted in writing by an authorised representative of the Seller.

​ ​3.4. Accordingly, any condition communicated by the Buyer through WhatsApp, email, telephone, verbal conversation or any other channel shall not become contractually binding merely by being communicated to the Seller.

​ ​4.1. The Goods shall conform in all material respects to the description and Specifications expressly accepted by the Seller.

​ ​4.2. Where the Goods are manufactured from natural stone, the Buyer acknowledges and agrees that natural stone is a geological material and may contain naturally occurring variations in colour; shade; grain; veins; translucency; mineral inclusions; crystalline structure; density; porosity; texture; and other geological characteristics.

​ ​4.3. Such natural characteristics shall not constitute a defect or breach of contract unless the applicable Specification expressly provides otherwise.

​ ​4.4. No representation made by the Seller shall be interpreted as guaranteeing absolute uniformity in the appearance or geological characteristics of natural stone.

​ ​5.1. Where the applicable Specification expressly states that the Goods shall be manufactured from Makrana Marble, the Seller shall use natural marble represented by the Seller as Makrana Marble and shall not knowingly substitute another stone while representing such substituted stone as Makrana Marble.

​ ​5.2. Where the Specification identifies a particular grade, quarry, geological zone, commercial classification or source, such identification shall constitute a contractual specification only to the extent expressly stated and accepted by the Seller.

​ ​5.3. Unless expressly guaranteed in writing, descriptions such as “Super Premium”, “Commercial Premium”, “Standard” or similar commercial descriptions shall not constitute a guarantee of:

​ ​5.3.1. uniform geological composition;

​ ​5.3.2. identical colour throughout the Goods;

​ ​5.3.3. identical mineral content throughout the block;

​ ​5.3.4. a particular chemical composition; or

​ ​5.3.5. any theoretical laboratory value.

​ ​5.4. The Seller may maintain reasonable procurement and production records relating to the stone used for the Goods.

​ ​5.5. The Seller shall not be required to disclose confidential commercial information, supplier pricing, internal costing, supplier agreements or proprietary business information merely because the Buyer requests proof of source.

​ ​6.1. Where Marble quarry is expressly specified, the Seller shall not knowingly and intentionally represent other quarry marble, engineered stone, reconstructed stone or artificial stone as specified Marble.

​ ​6.2. For the avoidance of doubt, the existence of naturally occurring geological variations or differences in laboratory results shall not, by itself, establish intentional substitution or fraudulent misrepresentation.

​ ​6.3. Any allegation of intentional substitution shall be determined in accordance with the verification procedure contained in this Agreement.

​ ​7.1. Where the applicable Specification requires single-block construction, the principal body of each idol shall be carved from a natural stone block.

​ ​7.2. “Single-block” shall mean that the principal/main structural body is carved from one natural stone block.

​ ​7.3. The requirement shall not prohibit the use of separately carved components where technically necessary for structural, artistic, transportation or manufacturing purposes.

​ ​7.4. Such components may include, without limitation:

​ ​7.4.1. hands;

​ ​7.4.2. fingers;

​ ​7.4.3. weapons;

​ ​7.4.4. crowns;

​ ​7.4.5. jewellery;

​ ​7.4.6. ornaments;

​ ​7.4.7. decorative projections;

​ ​7.4.8. lotus elements;

​ ​7.4.9. support elements; and

​ ​7.4.10. other fragile or detachable components.

​ ​7.5. The Seller shall not knowingly manufacture the principal body from marble powder, resin, artificial stone or reconstructed stone where natural stone has been expressly specified.

​ ​8.1. Natural stone sculpture involves the manufacture of delicate and structurally vulnerable components.

​ ​8.2. Accordingly, technically necessary joining, reinforcement, pinning, dowelling or attachment of separately carved components shall not constitute a breach of this Agreement.

​ ​8.3. The Seller shall not intentionally conceal a major fracture, break, reconstructed section or material defect in the principal body by means of a chemical joint, filler or other process.

​ ​8.4. Minor filling, surface correction, pore treatment and finishing work reasonably required during normal stone fabrication shall not constitute reconstruction or adulteration of the stone.

​ ​9.1. Unless otherwise specified, the Goods shall receive the standard natural stone finishing process ordinarily employed by the Seller for the relevant category of Goods.

​ ​9.2. Where “natural polish”, “diamond polish” or “buffing polish” is specified, the same shall refer to the applicable mechanical/hand polishing/finishing process.

​ ​9.3. Natural stone may continue to exhibit veins, inclusions, pores, grain and other geological characteristics after polishing.

​ ​9.4. Unless expressly agreed otherwise, the Seller shall not be required to apply an artificial clear lacquer, resin or coating solely for the purpose of concealing natural geological characteristics.

​ ​9.5. Any protective treatment, sealant, coating or chemical treatment specifically requested by the Buyer shall constitute an additional specification and shall be separately agreed.

​ ​10.1. Unless otherwise expressly specified, dimensions stated in the Order shall be approximate dimensions suitable for handcrafted and natural-stone products.

​ ​10.2. Reasonable manufacturing tolerances shall apply to handmade and hand-carved Goods.

​ ​10.3. Where exact dimensional tolerances are commercially or technically critical, such tolerances shall be expressly recorded in the applicable Specification Schedule.

​ ​10.4. A minor dimensional variation falling within the expressly agreed tolerance shall not constitute a Material Defect.

​ ​11.1. The Seller may or may not provide drawings, sketches, photographs, renders, samples or digital representations for Buyer approval.

​ ​11.2. The Buyer shall carefully verify all such material before granting approval.

​ ​11.3. Approval by the Buyer through signature, email, WhatsApp or other written electronic communication shall constitute approval of the relevant design/specification.

​ ​11.4. Following approval, any subsequent modification requested by the Buyer may result in:

​ ​11.4.1. additional charges;

​ ​11.4.2. additional production time;

​ ​11.4.3. alteration of delivery schedule; and/or

​ ​11.4.4. cancellation/re-manufacturing charges.

​ ​11.5. The Seller shall not be liable for discrepancies arising from a design, measurement, dimension or specification supplied or approved by the Buyer.

​ ​12.1. Images displayed on mobile phones, computers or other electronic devices may differ from actual Goods due to lighting, camera settings, screen calibration and photographic conditions.

​ ​12.2. The Buyer acknowledges that no photograph or digital image can fully reproduce the physical appearance of natural marble.

​ ​12.3. Natural variation within the agreed material shall not constitute a ground for rejection where the Goods otherwise conform to the agreed Specifications.

​ ​13.1. The Buyer acknowledges that Custom Goods are manufactured specifically for the Buyer.

​ ​13.2. Once procurement of material, design work, carving, fabrication or production has commenced, cancellation shall be subject to the Seller’s right to recover reasonable costs and losses incurred in connection with the Order, subject to Applicable Law.

​ ​13.3. Such costs may include, without limitation to stone procurement; design and development; labour; carving; machining; polishing; accessories; packaging; transportation commitments; third-party charges; and other costs reasonably incurred in reliance upon the Order.

​ ​13.4. Any refund, if applicable, shall be calculated after deduction of amounts lawfully recoverable by the Seller.

​ ​14.1. The price payable shall be the price stated in the accepted quotation/order confirmation.

​ ​14.2. GST and other applicable statutory levies shall be charged in accordance with Applicable Law unless expressly stated to be included.

​ ​14.3. Unless expressly included in the quotation, the following shall be additional in terms of packaging; transportation; insurance; unloading; installation; civil works; lifting equipment; site preparation; customs/duties; destination charges; and other third-party or statutory charges.

​ ​15.1. Payment shall be made in accordance with the payment schedule stated in the applicable Order.

​ ​15.2. Unless otherwise agreed in writing, the Seller shall not be obligated to commence or continue production if amounts due from the Buyer remain unpaid.

​ ​15.3. The Seller shall have the right to suspend production and/or delivery in the event of payment default.

​ ​15.4. Any delay caused by non-payment shall automatically extend the delivery schedule to the extent reasonably attributable to such delay.

​ ​15.5. The Seller shall not be liable for delay resulting from the Buyer’s failure to make timely payment, approve designs, provide information or fulfil any other obligation.

​ ​16.1. The delivery date communicated by the Seller shall be an estimated delivery date unless expressly stated in writing to be a fixed and binding date.

​ ​16.2. Handmade and custom Goods may require additional time due to production, finishing, inspection, packing, transportation or other circumstances.

​ ​16.3. The Seller shall use commercially reasonable efforts to meet the agreed delivery schedule.

​ ​16.4. Delay attributable to force majeure, transportation disruption, raw-material availability, quarry restrictions, government action, labour disruption, natural events or other circumstances beyond the Seller’s reasonable control shall not constitute breach.

​ ​17.1. The Buyer shall have the right to inspect the Goods before dispatch where such inspection is reasonably practicable and has been arranged in advance.

​ ​17.2. The Buyer may inspect visible workmanship; dimensions; visible damage; design conformity; visible joints; surface finish; and other expressly agreed Specifications.

​ ​17.3. The Buyer shall communicate any apparent non-conformity in writing within three (3) Business Days of inspection or delivery, as applicable.

​ ​17.4. Failure to notify the Seller of an apparent defect within the aforesaid period shall constitute acceptance of defects reasonably discoverable through ordinary visual inspection, subject always to latent defects and rights that cannot lawfully be waived.

​ ​17.5. Nothing contained herein shall exclude or restrict mandatory statutory rights available to the Buyer.

​ ​18.1. Where the Buyer raises a bona fide dispute regarding the authenticity, composition, density, specific gravity or other scientific property of the material, the Buyer shall provide the Seller with a written notice specifying the alleged non-conformity.

​ ​18.2. The Seller shall be provided a reasonable opportunity to inspect the Goods and review the basis of the allegation.

​ ​18.3. A laboratory report obtained unilaterally by the Buyer shall not, by itself, constitute conclusive or binding evidence of breach of this Agreement.

​ ​18.4. Where laboratory testing is required, the Parties shall jointly identify an appropriate independent laboratory having the relevant testing capability.

​ ​18.5. Wherever reasonably practicable, the sample shall be jointly identified; photographed; recorded; sealed; appropriately labelled; and documented with sufficient chain-of-custody information.

​ ​18.6. The laboratory shall state the test method used; sample identification; sample condition; test parameters; result; and relevant limitations of the test.

​ ​18.7. The test method shall be an applicable recognised testing method, preferably an applicable Bureau of Indian Standards method where one exists for the relevant property.

​ ​18.8. For true specific gravity of natural building stone, the applicable BIS standard shall be considered where appropriate, including the then-current version of IS 1122.

​ ​18.9. No laboratory result shall be interpreted in isolation where the test does not itself establish the geological source or identity of the material.

​ ​19.1. If either Party reasonably disputes the first laboratory result, a second test may be conducted.

​ ​19.2. Where the results materially conflict, the Parties shall jointly appoint a third independent and appropriately accredited laboratory.

​ ​19.3. The third laboratory shall, wherever practicable, test a jointly identified and documented specimen.

​ ​19.4. The result of the third test shall be treated as the technical determination between the Parties concerning the specific scientific parameter tested, subject to the Parties’ rights under Applicable Law.

​ ​19.5. Laboratory testing costs shall initially be borne equally by the Parties unless otherwise agreed.

​ ​19.6. Final allocation of testing costs may be determined based upon the outcome of the testing, settlement between the Parties or determination by a competent authority.

​ ​20.1. The Buyer expressly acknowledges that a laboratory test of one specimen may not necessarily establish the composition or origin of every portion of a large natural-stone block.

​ ​20.2. Density or specific gravity shall not, standing alone, constitute a conclusive determination of quarry origin.

​ ​20.3. In particular, the Seller does not warrant that the Goods shall have a density or specific gravity identical to the theoretical density of chemically pure calcium carbonate.

​ ​20.4. Natural marble is a geological material and may contain minerals and structural characteristics that differ from a chemically pure laboratory substance.

​ ​20.5. Any contractual density/specification requirement shall therefore be expressly stated in the applicable Order & Product Specification Schedule together with the applicable test method and acceptance criteria.

​ ​21.1. Where a Material Defect or material non-conformity is established in accordance with this Agreement, the Seller shall, subject to Applicable Law, have the first right to provide an appropriate remedy.

​ ​21.2. Depending upon the nature and extent of the established non-conformity, the Seller may, at its reasonable discretion and subject to Applicable Law:

​ ​21.2.1. repair the affected Goods;

​ ​21.2.2. replace the affected component;

​ ​21.2.3. replace the affected Goods;

​ ​21.2.4. provide an appropriate price adjustment; or

​ ​21.2.5. refund the applicable amount where repair or replacement is not reasonably practicable.

​ ​21.3. The remedy shall be proportionate to the nature and extent of the established non-conformity.

​ ​21.4. The Buyer shall not be entitled to reject the entire Order where the alleged non-conformity is limited to a separable component or portion of the Goods, except where such rejection is permitted by Applicable Law.

​ ​22.1. The Parties acknowledge that the Goods may be intended for religious worship and that intentional misrepresentation concerning the material or nature of the Goods may be considered particularly material by the Buyer.

​ ​22.2. However, a dispute arising from natural variation, laboratory methodology, sampling error, conflicting test results, geological characteristics or an honest and reasonable difference of technical opinion shall not, without further evidence, constitute intentional fraud or deliberate misrepresentation.

​ ​22.3. If it is conclusively established, through the verification mechanism contained herein or by a competent authority, that the Seller intentionally and knowingly misrepresented a material Specification, the Buyer shall be entitled to such remedies as may be available under Applicable Law.

​ ​22.4. If the Parties expressly agree in the applicable Order & Product Specification Schedule to a specified sum as contractual compensation for a defined and proven intentional material misrepresentation, such sum shall be subject to Applicable Law and shall not operate as an automatic or punitive penalty.

​ ​22.5. Any compensation payable pursuant to such provision shall be subject to the principles governing stipulated compensation under Applicable Law.

​ ​

​ ​23.1. The Seller warrants that the Goods shall materially conform to the express Specifications accepted by the Seller.

​ ​23.2. Except for express warranties specifically recorded in writing, no additional warranty shall be implied merely from photographs, discussions, estimates or customary industry terminology, to the extent such exclusion is legally permissible.

​ ​23.3. The Seller shall not be responsible for:

​ ​23.3.1. natural stone characteristics;

​ ​23.3.2. natural veins;

​ ​23.3.3. mineral inclusions;

​ ​23.3.4. natural colour variation;

​ ​23.3.5. ordinary stone porosity;

​ ​23.3.6. minor surface characteristics inherent in natural stone;

​ ​23.3.7. damage after delivery;

​ ​23.3.8. improper handling;

​ ​23.3.9. improper installation;

​ ​23.3.10. unauthorised modification;

​ ​23.3.11. use of unsuitable chemicals;

​ ​23.3.12. ordinary wear and tear;

​ ​23.3.13. damage caused by third parties;

​ ​23.3.14. damage arising from structural or environmental conditions beyond the Seller’s control; or

​ ​23.3.15. specifications supplied or approved by the Buyer.

​ ​23.4. Nothing in this Agreement shall exclude a statutory warranty, remedy or liability which cannot legally be excluded.

​ ​24.1. The terms relating to transportation shall be as specified in the applicable quotation/order.

​ ​24.2. Where transportation is arranged by the Buyer or through a transporter nominated by the Buyer, responsibility for the carrier’s acts and omissions shall remain governed by the applicable transportation arrangement and Applicable Law.

​ ​24.3. Where transportation is arranged by the Seller, the Seller shall exercise reasonable care in packaging and dispatch.

​ ​24.4. The Buyer shall inspect the Goods promptly upon delivery.

​ ​24.5. Any apparent transit damage shall be immediately documented through photographs/video and notified to the Seller and carrier.

​ ​24.6. The Buyer shall preserve the packaging and damaged Goods until the Seller or insurer has had a reasonable opportunity to inspect them where a claim is made.

​ ​25.1. Unless expressly included in the Order, installation is outside the scope of the Seller’s obligations.

​ ​25.2. The Buyer shall ensure that appropriate lifting, handling, foundation, structural support and installation procedures are followed.

​ ​25.3. Any damage resulting from improper handling, lifting, transportation after delivery, installation, drilling, modification, structural failure or third-party intervention shall not be treated as a manufacturing defect unless otherwise established.

​ ​26.1. The Buyer shall provide all information, measurements, drawings, approvals and decisions reasonably required for execution of the Order.

​ ​26.2. Any delay attributable to the Buyer shall extend the Seller’s delivery timeline proportionately.

​ ​26.3. The Buyer shall not unreasonably delay inspection, approval, payment or acceptance.

​ ​27.1. Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control.

​ ​27.2. Such circumstances may include, without limitation:

​ ​27.2.1. natural disasters;

​ ​27.2.2. fire;

​ ​27.2.3. flood;

​ ​27.2.4. earthquake;

​ ​27.2.5. epidemic or pandemic restrictions;

​ ​27.2.6. war;

​ ​27.2.7. civil disturbance;

​ ​27.2.8. government restrictions;

​ ​27.2.9. transportation disruption;

​ ​27.2.10. quarry restrictions;

​ ​27.2.11. extraordinary shortage of suitable raw material;

​ ​27.2.12. labour disruption;

​ ​27.2.13. major power failure;

​ ​27.2.14. acts of God; or

​ ​27.2.15. any other circumstance beyond the reasonable control of the affected Party.

​ ​27.3. The affected Party shall take reasonable steps to mitigate the effect of the event.

​ ​28.1. Designs, drawings, sketches, renders, photographs, videos, artistic concepts, production methods, templates and other intellectual property created by or belonging to the Seller shall remain the property of the Seller unless otherwise agreed in writing.

​ ​28.2. The Buyer shall not reproduce, commercially exploit, copy or provide such proprietary material to a third party for manufacture without the Seller’s prior written consent.

​ ​28.3. This clause shall not affect any intellectual-property rights independently owned by the Buyer or third parties.

​ ​29.1. The Seller may photograph and document completed Goods for quality records, internal records, portfolio, website, social media and marketing purposes, subject to Applicable Law.

​ ​29.2. Where the Buyer requests confidentiality in writing before production or delivery, the Seller shall reasonably consider and record such restriction.

​ ​29.3. The Seller shall not intentionally publish the Buyer’s sensitive personal information for marketing purposes without appropriate consent.

​ ​

​ ​30.1. Each Party shall maintain confidentiality regarding confidential information received from the other Party.

​ ​30.2. Confidential information shall not include information which:

​ ​30.2.1. is publicly available;

​ ​30.2.2. was already lawfully known;

​ ​30.2.3. becomes public without breach;

​ ​30.2.4. is independently developed; or

​ ​30.2.5. is required to be disclosed by law or competent authority.

​ ​31.1. Subject to Applicable Law, the Seller’s liability for contractual breach shall be limited to the direct loss attributable to the established breach.

​ ​31.2. To the extent legally permissible, the Seller shall not be liable for indirect, consequential, incidental, special or remote losses, including loss of business, loss of opportunity, loss of anticipated profits or consequential commercial loss.

​ ​31.3. Nothing herein shall exclude or limit liability arising from fraud, wilful misconduct or any liability which cannot legally be excluded or limited.

​ ​32.1. Nothing in this Agreement shall be interpreted as depriving the Buyer of any mandatory right or remedy available under Applicable Law.

​ ​32.2. In particular, where the transaction falls within the scope of applicable consumer-protection legislation, the Buyer’s statutory remedies shall remain subject to such legislation.

​ ​32.3. Any contractual limitation contained herein shall operate only to the extent permitted by Applicable Law.

​ ​33.1. In the event of any dispute, the Parties shall first attempt to resolve the dispute through good-faith discussions.

​ ​33.2. A dispute concerning technical material characteristics shall first be addressed through the testing and verification procedure contained in this Agreement.

​ ​33.3. The Buyer shall provide reasonable access to the Goods and relevant evidence necessary to investigate an alleged defect, subject to reasonable safeguards for the Buyer’s possession and use of the Goods.

​ ​33.4. Nothing herein shall prevent either Party from seeking urgent interim relief from a competent court where legally permissible.

​ ​33.5. Nothing herein shall restrict any statutory jurisdiction or remedy available to a consumer under Applicable Law.

​ ​34.1. This Agreement shall be governed by and construed in accordance with the laws of India.

​ ​34.2. Subject to the statutory rights and jurisdiction available to the Buyer under Applicable Law, courts having competent jurisdiction at Jaipur, Rajasthan shall have jurisdiction over contractual disputes arising between the Parties.

​ ​34.3. Nothing in this clause shall be interpreted as excluding a jurisdiction which Applicable Law mandatorily confers upon the Buyer.

​ ​35.1. Any formal notice under this Agreement shall be made in writing and delivered by:

​ ​35.1.1. registered post/speed post;

​ ​35.1.2. recognised courier;

​ ​35.1.3. email; or

​ ​35.1.4. any other written electronic means expressly accepted by the Parties.

​ ​35.2. The contact details stated in the Order & Product Specification Schedule shall be deemed to be the Parties’ official contact details unless updated in writing.

​ ​36.1. The Buyer shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Seller, except where such restriction is prohibited by Applicable Law.

​ ​36.2. The Seller may assign or transfer this Agreement to a successor entity or group entity as part of a bona fide business restructuring, merger, acquisition or transfer of business, subject to Applicable Law.

If any provision of this Agreement is held invalid, illegal or unenforceable by a competent authority, such provision shall, to the extent legally permissible, be modified or severed without affecting the validity of the remaining provisions.

Failure or delay by either Party in exercising any right under this Agreement shall not constitute a waiver of that right.

​ ​39.1. This Agreement, together with the applicable Order & Product Specification Schedule, accepted quotation, approved design and other documents expressly incorporated herein, constitutes the entire agreement between the Parties concerning the relevant Order.

​ ​39.2. It supersedes all prior oral discussions, representations, negotiations and understandings concerning the subject matter, except to the extent expressly incorporated herein.

No amendment, modification, waiver or variation of this Agreement shall be valid unless recorded in writing and accepted by both Parties.