Terms of service
GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS
(UPDATED MAY 2026)
1. Applicability.
(a) These terms and conditions of sale (these "Terms") are the only
terms that govern the sale of the goods ("Goods") by Carolina Brands d/b/a RUTLAND
("Seller" or “RUTLAND”) to the buyer named on the Order Confirmation (as defined
below) ("Buyer"). Collectively Buyer and Seller are referred to as the "Parties" and
individually as "Party."
(b) The accompanying order confirmation (the "Order Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer's general terms and conditions of purchase, and fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions or serve to modify or amend these Terms. Acceptance of the Order Confirmation by Buyer (which shall be deemed accepted should Buyer not object in writing within two (2) business days of receipt of the Order Confirmation) is a prerequisite to the purchase of the Goods and shall operate as an acceptance of these Terms which are expressly incorporated into the Order Confirmation.
2. Delivery.
(a) The goods will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability of the Goods. Shipping and delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. Seller shall not be liable for any delays, loss, or damage in transit.
(b) Orders are usually shipped within 2-3 business days. Shipping charges are based on the weight and materials of the order and will typically be shipped using UPS or less than truckload (“LTL”). Buyer shall be responsible for all shipping charges, including tariffs and customs fees. If Buyer has an account with a specific shipping carrier and would like to use that, please call Seller at 1.800.544.1307 to place your order. Customers shipping to Canadian addresses are responsible for any additional delivery charges, including tariffs and customs fees, and/or service fees.
Orders placed on www.rutland.com that are entitled to free shipping may be available in the contiguous U.S. only, with the following exceptions:
Castable Refractory Cement
Dry Mix 211®
Fiberglass Chimney Brush Extension Rod
Fiberglass Chimney Brush Extension Rod Kit
Fire Bricks
Flexible Poly Pellet Stove Extension Rod
Flexible Poly Pellet Stove Extension Rod Kit
Heat Trapper
Refractory Cements & Mortars
Silica Sand
Water Glass Cement Floor Sealer
(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.
(d) Buyer may not cancel, reschedule, defer, or modify an accepted order without Seller’s prior written consent. Special order, discontinued, private-label, custom, seasonal, made-to-order, or otherwise non-standard Goods are non-cancellable and non-returnable, except to the extent expressly required by applicable law or expressly agreed by Seller in writing.
3. Title and Risk of Loss.
Title and risk of loss pass to Buyer upon delivery of the Goods by Seller to the shipping carrier. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Illinois or other applicable Uniform Commercial Code.
4. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party. Notwithstanding the foregoing, Seller reserves the right to amend these Terms from time to time and will post the updated Terms on www.rutland.com. Updated Terms shall apply to all orders placed after the effective date of such amendment.
5. Inspection.
(a) Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) within ten (10) days after Buyer’s receipt of the Goods and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in the Order Confirmation; or (ii) product's label or packaging incorrectly identifies its contents.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller as directed by Seller.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 5(b) are Buyer's exclusive remedies for Nonconforming Goods. Except as provided under Section 5(b) or expressly permitted under Section 6, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
6. Return Policy.
Goods that have not been damaged or used may be returned within 30 days after receipt by Buyer of the Goods for a full refund, less a 25% restocking fee. All returns require a written Return Goods Authorization (“RGA”) issued by Seller to Buyer before shipping them to Seller. Goods returned without an RGA may be refused or returned at Buyer’s expense. RUTLAND shall not be obligated to pay the refund (less the restocking fee) until the returned Goods have passed an inspection by RUTLAND and Buyer has paid or reimbursed RUTLAND for all shipping expenses incurred by RUTLAND. All other returns will be considered on a per-order basis. RUTLAND reserves the right to limit returns regardless of receipt. Please call RUTLAND at 1.800.544.1307 to set up a return. Original shipping charges are not refundable and return shipping charges must be paid by the Buyer. RUTLAND is not responsible for returns until they are received by its corporate headquarters and plant in Jacksonville, Illinois. For items purchased with a credit or debit card, refunds will be credited back to the card used for the original purchase. For items purchased with a check, refunds will be mailed via check. Seller shall have no obligation to accept returns for special order, discontinued, private-label or custom products.
7. Price.
(a) Buyer shall purchase the Goods from Seller at the prices (the "Prices") set forth in the Order Confirmation.
(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices exclude transportation and insurance costs which are the responsibility of the Buyer.
(c) Seller may increase Prices or add surcharges to reflect increases in tariffs, duties, freight, fuel, insurance, carrier accessorial charges, raw material costs, regulatory costs, or other costs outside Seller’s reasonable control that arise after issuance of the applicable quotation, price list, or Order Confirmation. Buyer shall be responsible for all such additional charges unless Seller has expressly agreed otherwise in writing.
8. Payment Terms.
(a) Buyer shall pay Seller the purchase price for the goods set forth on the Order Confirmation and any other amounts set forth on the Order Confirmation within thirty (30) days after the date of the Order Confirmation. All payments hereunder shall be in US dollars and made by check, credit card or debit card. Seller reserves the right to require pre-payment in its sole discretion or otherwise change its payment terms in its sole discretion. Where permitted by applicable law and payment network rules, Seller may impose a surcharge on credit card payments not exceeding Seller’s cost of acceptance or the maximum amount permitted by applicable law and card network rules. Seller will not impose a surcharge on debit or prepaid card transactions.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.50% per month or the highest rate permissible under applicable law. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof. For the avoidance of doubt, electronic mail shall be considered written notice. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise. Buyer shall not withhold, offset or deduct any amounts from amounts due to Seller without Seller’s prior written consent.
(c) Unauthorized deductions, offsets, chargebacks, shortage claims, freight claims, compliance deductions, promotional deductions, or other short-payments are prohibited and shall be treated as non-payment unless Buyer has received Seller’s prior written authorization or a credit memo issued by Seller.
9. Limited Warranty.
Seller warrants to Buyer that:
(a) for a period of twelve (12) months from the invoice date of the Goods (the "Warranty Period"), the Goods will materially conform to Seller's published specifications in effect as of the date of the Order Confirmation; and
(b) Buyer will receive good and valid title to the Goods, free and clear
of all encumbrances and liens.
The warranties under this section do not apply where the Goods have
been: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical
stress or environmental conditions, use contrary to any instructions issued by Seller, or
improper testing, installation, storage, handling, repair, or maintenance; (ii) reconstructed, repaired, or altered by anyone other than Seller or its authorized representative; or (iii) used with any third-party product, hardware, or product that has not been previously approved in writing by Seller.
10. Buyer's Exclusive Remedy for Breach of Warranty. During the Warranty Period:
(a) Buyer shall notify Seller, in writing, of any alleged warranty claim within thirty (30) days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Warranty Period);
(b) If requested by Seller, Buyer shall ship the relevant Goods to Seller as directed by Seller, at Buyer’s expense and risk of loss, for inspection and testing by Seller;
(c) If Seller's inspection and testing reveals, to Seller's reasonable satisfaction, that such Goods do not conform with the limited warranty set forth herein, Seller shall in its sole discretion, and at its expense (subject to Buyer's compliance with this Section 10), either (i) repair or replace such Goods, or (ii) credit or refund the Price of such Goods less any applicable discounts, rebates, or credits; and
(d) If Seller exercises its option to repair or replace, Seller shall, after receiving Buyer's shipment of such Goods, ship to Buyer, at Seller's expense, the repaired or replacement Goods to a location reasonably designated by Buyer.
(e) Buyer has no right to return for repair, replacement, credit, or refund any Goods except as set forth in this Section 10. In no event shall Buyer reconstruct, repair, alter, or replace any Goods, in whole or in part, either itself or by or through any third party.
(f) THIS SECTION 10 SETS FORTH THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9.
11. WARRANTIES DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER INDIVIDUAL OR ENTITY ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 OF THIS AGREEMENT.
12. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, JOB DELAYS, OR LABOR INSTALLATION COSTS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE GOODS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (i) THE AMOUNTS ACTUALLY PAID TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM UNDER THE APPLICABLE ORDER CONFIRMATION; OR (ii) $25,000. THE FOREGOING SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS AN AUTHORIZED RUTLAND EXECUTIVE APPROVES OTHERWISE IN WRITING.
(c) Indemnification. Buyer shall defend, indemnify, and hold harmless Seller and its affiliates, and their respective directors, officers, employees, agents, representatives, successors, and assigns, from and against any and all claims, demands, actions, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Buyer’s resale, advertising, marketing, distribution, storage, handling, installation, application, or use of the Goods;
(b) Buyer’s modification, relabeling, repackaging, bundling, separation, translation, or alteration of the Goods or any label, literature, warning, instructions, batch code, lot code, UPC code, or other identifying information; (c) Buyer’s unauthorized warranties, representations, product claims, or instructions; (d) Buyer’s violation of these Terms, any RUTLAND policy, or applicable law; (e) Buyer’s sale of Goods outside authorized channels or territories; or (f) Buyer’s failure to follow Seller’s specifications, instructions, safety data sheets, warnings, storage requirements, or quality-control requirements.
13. Reseller Policy.
By purchasing Goods for resale, Buyer agrees to adhere to the following North American Reseller Policy. In order to ensure that RUTLAND resellers are able to sustain healthy margins on RUTLAND products and ensure that end-users of RUTLAND products are being provided a quality sales experience and customer support, RUTLAND has instituted this North American Reseller Policy (the “Reseller Policy”). RUTLAND believes that its end-user customers are best served by having resellers who market RUTLAND’s products as premium brand products and who provide an outstanding level of service and support to their end-user customers. RUTLAND has also decided that, in order to maintain and protect the viability of the RUTLAND reseller network for its products, in order to protect the value associated with RUTLAND’s brands in connection with its products, and in order to ensure high-quality support by resellers to end-users of those products, resellers must comply with the following terms and conditions:
(a) Internet and Marketplace Sales. Resellers shall be prohibited from selling
RUTLAND products on the Internet unless they apply, are approved by RUTLAND, and execute an Authorized Internet Reseller Agreement regulating the manner in which they sell online, including authorization to sell on a customer’s own website or other eCommerce marketplaces. For clarity, authorization to sell online does not include authorization to sell through Amazon, Walmart Marketplace, eBay, Target Plus, TikTok Shop, Shop.com, Facebook Marketplace, or any other third-party marketplace unless such marketplace is expressly identified in a written approval or agreement signed by RUTLAND.
(b) Transshipping. Resellers shall not transship products. Specifically, resellers
shall not sell or transfer any RUTLAND products to any person or entity for resale.
Resellers agree to restrict, cease, or limit the sale of RUTLAND products to anyone at the request of RUTLAND;
(c) Geographic Sales Boundary. Resellers may only sell and advertise for sale
RUTLAND products within the United States and Canada. RUTLAND hereby expressly
prohibits resellers from soliciting or consummating sales outside of the United States and Canada;
(d) Intellectual Property. The use of the intellectual property of RUTLAND,
including, but not limited to, trademarks, tradenames, product images, marketing
banners, and other digital assets, without written consent from RUTLAND is prohibited;
(e) Sales Practices. Resellers shall conduct their business in a reasonable and ethical manner at all times and shall neither engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the products except as expressly authorized by RUTLAND. Resellers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of RUTLAND products;
(f) Quality Controls. Resellers shall comply with all quality control standards, including, but not limited to, advertising, storage, and shipping requirements, as announced from time to time by RUTLAND;
(g) Unilateral Policy. Resellers are informed of RUTLAND’s unilateral pricing policies as they apply to the advertisement for sale of RUTLAND products from resellers to end-users in the United States and Canada. There is no agreement, express or implied, between RUTLAND and resellers with respect to the advertised or resale pricing of RUTLAND products. No RUTLAND director, officer, employee, representative, or agent is authorized to seek or obtain any agreement from a reseller regarding the price at which the reseller advertises or resells RUTLAND products. Any such action shall be void, unauthorized, and without effect, and resellers shall promptly notify RUTLAND’s
Unilateral Policy Committee at upp@rutland.com.
(h) Service. Resellers shall provide the highest levels of customer service. Resellers and their sales personnel shall be familiar with all RUTLAND products marketed for sale and must obtain sufficient product knowledge to advise customers on the selection of the products, as well as any applicable warranty, guarantee, or return policy;
(i) Product Packaging. Resellers shall sell RUTLAND products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of separate products), and other alterations are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on products or their packaging is prohibited. Resellers shall not remove, translate, or modify the contents of any label or literature on or accompanying the products;
(j) Additional Terms and Conditions. Resellers agree to comply with the additional terms and conditions set forth by RUTLAND from time to time which may be changed by RUTLAND. RUTLAND reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and a reseller’s continued use, advertising, offering for sale, or sale of the products will be deemed reseller’s acceptance of the amendments.
If RUTLAND determines that a reseller is in violation of this Reseller Policy, RUTLAND
may suspend or terminate reseller authorization, reject or cancel orders, restrict supply, instruct distributors to refuse orders from the reseller, and/or take any other appropriate legal or commercial action. Any questions regarding this Reseller Policy must be emailed to resellers@rutland.com, and RUTLAND reserves the right to respond in its sole discretion.
14. Privacy Policy.
RUTLAND maintains its website privacy notice separately at www.rutland.com. The privacy notice applies to information collected through the website and does not modify these commercial Terms unless expressly stated in a writing signed by Seller.
15. Compliance with Law. Buyer shall at all times comply with all laws applicable to the operation of its business, this Agreement, Buyer's performance of its obligations hereunder, and Buyer's use of the Goods. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use, or otherwise, that violates any law. Buyer shall maintain commercially reasonable records sufficient to trace the Goods by product, purchase date, and, where available, batch or lot code; promptly notify Seller of any product safety complaint, alleged defect, regulatory inquiry, recall inquiry, or adverse incident involving the Goods; and reasonably cooperate with Seller in connection with any investigation, corrective action, recall, market withdrawal, customer notification, or regulatory response.
16. Termination.
In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
17. Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Seller operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Seller precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Seller.
18. Confidential Information.
All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
19. Force Majeure.
Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, tornado, hurricane, epidemics, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials.
20. Assignment.
Buyer's rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
21. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. No Third-Party Beneficiaries.
This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
23. Governing Law; Jurisdiction.
This Agreement is governed by, and construed in accordance with the laws of the State of Illinois without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Illinois located in Morgan County, Illinois (or in the case of Illinois federal courts, located in the federal district in which Morgan County is located). Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
24. Notices.
All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).
25. Severability.
If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.