NO SET-OFF RIGHT

Buyer shall not, and acknowledges that it will have no right, under these Terms and Conditions, any Purchase Order, any other agreement, document or Law to, withhold, offset, recoup or debit any amounts owed (or to become due and owing) to PMAD or any of its Affiliates, whether under these Terms and Conditions or otherwise, against any other amount owed (or to become due and owing) to it by PMAD or PMAD’s Affiliates, whether relating to PMAD’s or its Affiliate’s breach or non-performance of these Terms and Conditions, any Purchase Order, any other agreement between (a) Buyer or any of its Affiliates and (b) PMAD or any of its Affiliates, or otherwise.