General: These Terms and performance by the parties here under shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws. Buyer and Pharma Alliance Group consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Los Angeles County, California, U.S.A. Buyer shall not assign its order or any interest therein or any rights there under without the prior written consent of Pharma Alliance Group. These Terms constitute the entire agreement between Pharma Alliance Group and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between the Buyer and Pharma Alliance Group with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Pharma Alliance Group. The failure by Pharma Alliance Group to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.
Title, Delivery, and Acceptance: All sales are made F.O.B. the shipping point. Buyer will be responsible for all shipping and insurance charges, and will reimburse Pharma Alliance Group for all shipping and insurance costs Pharma Alliance Group incurs. Risk of loss for the Products shall pass to Buyer on the date the Products are delivered to a common carrier at the shipping point ("Shipment Date"). In the event of any default by Buyer, Pharma Alliance Group may decline to make further shipments without in any way affecting its rights under these Terms. Pharma Alliance Group will not be charged with any liability for delay or non-delivery of the Products, when caused by any cause beyond the reasonable control of Pharma Alliance Group . The Products will be deemed accepted on the Shipment Date