2. Change In Terms. Operator may change these Terms from time to time, with notice given to those completing a registration process (Registered Users). Your continued use of the Sites after any changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use the Sites and do not download materials from them.
3. Change in Sites. Operator may terminate, remove, modify, change, suspend or discontinue any aspect of the Sites, including the availability of any features or content, which it controls. Service Providers, Affiliates and Business Partners may also terminate, remove, modify, change, suspend or discontinue any aspect of the Sites, including the availability of any features or content, which they control. Operator may impose limits on certain features and services, or terminate or restrict your access to part or all of any of the Sites without liability, provided that Registered Users will receive notice. Operator may also without liability: (a) remove, modify or otherwise change any users Site access for material breach of this Agreement; (b) supplement or make changes to its user access or security procedures with notice to Registered Users; and (c) change the type or location of Operator equipment, facilities or software used by it in providing access provided that no such action shall have the effect of amending or otherwise affecting the parties respective obligations under any contract with Operator or its Affiliates. All obligations created before termination shall survive termination.
5. Property Rights. Unless Operator or one of its Service Providers, Affiliates or Business Partners specifically agrees otherwise, the following terms apply to all activity on the Sites.
(a) Confidentiality. The following restrictions apply to use of material on the Sites: (i) if any information is marked Proprietary or Confidential or words of like import, you will hold such information in confidence, use it exclusively in connection with the activities for which you are authorized on the Sites, and not publish or otherwise disclose it to others; (ii) if any information contains restrictions on use or disclosure, you will comply with the restrictions; and (iii) you will keep all restrictive language intact in all copies.
(b) Copyrights. Operator and its Service Providers, Affiliates and Business Partners each reserve copyrights in all content that each provides to the Sites, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their coordination, selection and arrangement. You may not prepare derivative works based upon such content, nor may such content be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without prior written permission of the copyright owner. No such activity may be competitive with or derogatory to Operator, its Service Providers, Affiliates or Business Partners. All copyright or other proprietary notices must be kept intact. You may not distribute any of the content of any of the Sites to any other person unless that person accepts all obligations under these Terms. Any copyright owner consent may be revoked at any time, and such consent does not include consent to republish Site information on any other Internet, Intranet or Extranet site or to incorporate the information in any other database or compilation, unless expressly given in writing. Any other use of the content of this Site is strictly prohibited.
(c) Trademarks. No trademark, service mark, certification mark, collective mark or trade dress (collectively Trademarks) owned by Operator, Service Providers, Affiliates or Business Partners may be copied, imitated, or used, in whole or in part, without prior written permission of the owner of the relevant Trademark. All page headers, custom graphics, and button icons may be Trademarks owned by Operator, Service Providers, Affiliates or Business Partners which may not be copied, imitated, or used, in whole or in part, without the relevant owners prior written permission. No rights to use any Trademarks are granted under these Terms. Certain company names and products mentioned on the Sites may be claimed as Trademarks by their respective owners, who may not be affiliated with Operator, Service Providers, Affiliates or Business Partners.
(d) Patents. Some products and processes used on the Sites may be covered by, or may be subject to, one or more patents and are subject to other trade secret and proprietary rights. Operator, Service Providers, Affiliates and Business Partners reserve all such rights. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of the products or processes on the Sites.
(e) Software. Any software, including any files, images generated by the software, code, and data accompanying the software (collectively, "Software"), used or accessible through the Sites may be used by you solely for accessing and using the Sites for purposes expressly stated on the Sites or in an applicable written document, provided that such uses are not competitive with or derogatory to Operator or its Service Providers, Affiliates or Business Partners. Operator and its Service Providers, Affiliates and Business Partners retain full and complete title to and all intellectual property rights they may own in the Software. You agree not to copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works based upon any Software.
6. User Conduct - Security. In using any of the Sites, you agree not to:
(a) disrupt or interfere with the security of, or otherwise abuse, the Sites, or any services, system resources, accounts, servers or networks connected to or accessible through the Sites or affiliated or linked websites;
(b) disrupt or interfere with any other user's enjoyment of the Sites or affiliated or linked websites;
(c) upload, post, or otherwise transmit through or on any Sites any viruses or other harmful, disruptive or destructive files;
(d) use or attempt to use another's account, service or system without authorization from Operator or create or use a false identity on any Sites;
(e) transmit through or on any Sites spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;
(f) attempt to obtain unauthorized access to any Site or portions of any Site that are restricted from general access (Limited Access Areas);
(g) grant access to or use of any Limited Access Areas of any Sites to any third party without Operators prior consent (evidenced by Operators issuance of valid user name and password); or
(h) use the user name or password of any other person at any time.
You also agree to keep any user name and password issued to you safe from disclosure to third parties, and to be responsible for all actions and communications undertaken or transmitted under your account.
7. User Conduct - Online Communities and other interactive areas. The Sites may contain areas where you may post and share comments with other Site users on a variety of subjects. You agree that you will not post or otherwise disseminate on or through any of the Sites unlawful, harassing, libelous, tortious, abusive, offensive, threatening, or obscene communications or material of any kind, or materials which infringe or violate any third party's copyright, Trademark, trade secret, privacy or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or, that are otherwise objectionable, including without limitation, content that evidences bigotry, racism, sexism, or hatred, or that promotes or conveys information about illegal activities or harm against anyone. Operator reserves the right but not the obligation to remove any materials it deems objectionable.
8. Termination. Registered Users agree to notify Operator immediately when he/she is no longer working for the company or other legal entity under which access to the Sites was originally granted, or when such entity no longer consents to such access. All termination notices must be sent to the Designated Address for each Site to which the Registered User is registered, containing the following header: NOTICE OF TERMINATION/ CHANGE OF USER STATUS. The notice must specify the extent of and effective date of the termination/change, the user name of the individual who is subject to the notice, and the Site(s) for which access is terminated. This termination/change will not affect any obligations or rights of the parties arising before the effective date of termination or change. Termination will be deemed effective at the earlier of: (a) transmission of an Acknowledgment from Operator to the user expressly confirming the termination; or (b) midnight on the first business day following Operators receipt of the termination notice.
9. Links and Third Party Content.
(a) Links to Other Websites. The Sites may from time to time contain links to other websites or other Internet information sources ("Third Party Sources"). These links are provided as a convenience and do not constitute an approval, endorsement, sponsorship or recommendation by Operator of -- or responsibility for -- the third parties or the linked Third Party Sources or any content, services or products available on or through such Third Party Sources.
(b) Links from Other Websites. All links to any Site must be approved in writing by Operator, except that Operator consents to links in which: (i) the link is a text-only link containing only the name gewater.com or the URL http//www.gewater.com; (ii) the link "points" only to http://www.gewater.com and not to deeper pages; (iii) the link, when activated by a user, displays this page full-screen in a fully operable and navigable browser window and not within a "frame" on the linked website; (iv) the appearance, position, and other aspects of the link may neither create the false appearance that an entity or its activities or products are associated with or sponsored by Operator or its Service Providers, Affiliates or Business Partners nor be such as to damage or dilute the goodwill associated with the name and trademarks of Operator or its Service Providers, Affiliates or Business Partners. Operator reserves the right to revoke this consent to link at any time in its sole discretion.
(c) Third Party Content. Any Site may contain material, data or information provided, posted or offered by third parties, including but not limited to advertisements and postings in online community discussions. You agree that neither Operator nor its Service Providers, Affiliates nor Business Partners shall have any liability whatsoever to you for any such third party material, data or information.
10. Disclaimers. Unless Operator or one of its Service Providers, Affiliates or Business Partners agrees otherwise in a separate writing, the following terms apply to all activity on the Sites.
(a) THESE SITES, THEIR CONTENT AND THE AVAILABILITY OF LISTED PARTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF ALL SITE(S) AND/OR THEIR CONTENT IS AT YOUR SOLE RISK.
(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OPERATOR AND ITS SERVICE PROVIDERS, AFFILIATES AND BUSINESS PARTNERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF ANY SITE WILL NOT EXPAND OPERATORS LIABILITY BEYOND THE LIMITS OF ANY CONTRACT UNDER WHICH ACCESS HAS BEEN GRANTED. YOU UNDERSTAND AND AGREE THAT OPERATOR IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM, LOSS OF DATA OR MISDELIVERIES THAT RESULT FROM USE OF THE SITE OR DOWNLOAD OF ANY CONTENT, DATA AND/OR SOFTWARE FROM THE SITES. OPERATOR ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, COMPATIBILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE THROUGH THE SITES. OPERATOR AND ITS SERVICE PROVIDERS, AFFILIATES AND BUSINESS PARTNERS DO NOT MAKE ANY WARRANTY THAT ANY SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.
(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN AN APPLICABLE WRITTEN CONTRACT.
(d) THE SITES TOGETHER WITH ANY DOCUMENTS ISSUED BY OPERATOR OR ITS SERVICE PROVIDERS, AFFILIATES OR BUSINESS PARTNERS AND AVAILABLE THROUGH THE SITES MAY CONTAIN CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND ARE SUBJECT TO UNCERTAINTY AND CHANGES IN CIRCUMSTANCES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE EXPECTATIONS DUE TO CHANGES IN GLOBAL ECONOMIC, BUSINESS, COMPETITIVE MARKET AND REGULATORY FACTORS. MORE DETAILED INFORMATION ABOUT THOSE FACTORS IS CONTAINED IN OPERATORS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
(e) ALTHOUGH DATA, QUOTES, STATUS REPORTS, TECHNICAL DRAWINGS, CONFIGURATIONS, AND CATALOG LISTINGS ON THE SITES ARE BELIEVED TO BE ACCURATE, YOU SHOULD INDEPENDENTLY EVALUATE THE ACCURACY OF THE INFORMATION AND THE USEFULNESS TO YOUR PARTICULAR NEEDS OF ANY PRODUCT OR SERVICE. SPECIFICATIONS FOR PRODUCTS AND SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND OPERATOR AND ITS SERVICE PROVIDERS, AFFILIATES AND BUSINESS PARTNERS RESERVE THE RIGHT TO MAKE CHANGES WITHOUT NOTICE TO PROCESSING, MATERIALS, OR CONFIGURATION. PRODUCTS LISTED IN ONLINE CATALOGS ARE NOT GUARANTEED TO BE AVAILABLE AT THE TIME OF YOUR ORDER.
(f) NOT ALL PRODUCTS AVAILABLE THROUGH THIS WEBSITE ARE ELIGIBLE FOR EXPORT IN ALL COUNTRIES. BUYER ASSUMES THE RESPONSIBILITY TO ENSURE THAT ANY PRODUCTS PURCHASED FROM THIS WEBSITE ARE IN FULL COMPLIANCE WITH ANY AND ALL CODES, REGULATIONS, STANDARDS AND OTHER REQUIREMENTS IN CONNECTION WITH THE IMPORT, EXPORT, AND/OR USE OF THE PURCHASED PRODUCTS IN THE JURISDICTION(S) IN WHICH THE PRODUCTS WILL BE SHIPPED, PLACED, USED OR OTHERWISE SENT. PLEASE CONTACT YOUR SUEZ ACCOUNT REPRESENTATIVE FOR THE MOST CURRENT PRODUCT COMPLIANCE STATUS.
11. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL OPERATOR OR ITS AFFILIATES, SERVICE PROVIDERS, BUSINESS PARTNERS, VENDORS, OR SUPPLIERS BE LIABLE FOR ANY CLAIM BY ANY PARTY OTHER THAN OPERATOR FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE ANY SITE OR ANY CONTENT CONTAINED ON ANY SITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION 11 AND SECTION 10 ABOVE SHALL ALSO APPLY TO PROTECT THE PARENTS AND SUBSIDIARIES OF OPERATOR AND ITS AFFILIATES, SERVICE PROVIDERS, BUSINESS PARTNERS, VENDORS, AND SUPPLIERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THEM, WHO ARE THIRD PARTY BENEFICIARIES OF THIS AGREEMENT FOR THIS PURPOSE, AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
(a) International. Your access to any Site from territories where its contents may be illegal is prohibited.
(c) Applicable Law. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, and the federal laws of the United States of America, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the Commonwealth of Pennsylvania for any disputes arising from or related to any Site or these Terms. You also agree that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site.
(d) English Language. The parties agree that there shall be no requirement to translate any of the Sites, or any portion thereof or content thereon, into any other language than the one in which they appear, and that all contractual and transactional communications shall be in the English language, and that there shall be no requirement to translate any communication into any other language.
(e) Enforceability. These Terms are not intended to alter the terms or conditions of any other agreement you may have with Operator or its Service Providers, Affiliates or Business Partners to the extent that those agreements govern issues other than your use of any of these Sites, nor any agreements that they may have with one another. Should any provision in these Terms be found invalid or unenforceable for any reason, that provision shall be deemed severable from the Terms and shall not affect the validity or enforceability of the remaining provisions. You agree that any claim arising out of or related to the terms or your use of the Site must be filed within one year after it arose or be permanently barred.
2. Change in Terms. Operator may change this Policy from time to time, with notice given to those completing a registration process (Registered Users). Your continued use of one or more of the Sites or submission of information through them after any changes constitutes your acceptance of the changes. If you do not agree to abide by these or any future provisions of the Policy, do not use the Sites and do not submit information through them.
3. What Type of Information Do We Collect?
(a) When you first visit one of our Sites we may ask that you register and provide us with information about you and your company including your name, company name, address, telephone and fax numbers, e-mail address, and other identity and contact information.
(b) If you use our services, or otherwise make use of the Sites, we may ask you to provide further information, including but not limited to system technical specifications, system operating conditions (current and/or historical), financial information, and other business-related information. When you visit our Sites, we may collect certain routing information such as the Internet Protocol address of your originating Internet Service Provider, and information provided by "cookies" stored on your hard drive. Cookies are small data files containing a unique identifier so that we can recognize you each time you return to our Sites, and which keep track of the pages you view on websites and which services you use. This information allows us to provide more tailored and user-friendly services.
(c) We also may collect aggregate information about the use of our Sites, including which pages are most frequently visited, how many visitors we receive daily, and how long visitors stay on each page.
4. How Do We Use the Information We Collect?
(a) The information we collect from and about you and your company may be used in the following ways, among others: to fulfill orders and requests; to provide quote information in response to requests; to process, execute and monitor orders; to notify you and third parties of the status of orders; to prepare drawings, product configurations or productions; to provide you with information about offers or products we believe you will find useful; or to notify you of updated information, changes to the Sites, or new products and services that we think might be beneficial to you or your business. We also may combine information you have provided to us in communications offline with the information you have given us online, to, among other things, provide a more customized experience for visits to the Sites.
(b) We may use demographic and Site usage information collected from visitors to, among other purposes, improve the usefulness of our Sites and to prepare aggregate, non-identifying information used in marketing, advertising, or similar activities. From time to time, some information may be purged from our systems in our sole discretion.
5. With Whom Do We Share the Information?
(a) We may provide the information we collect about you and your company, including your e-mail address or other identifying information, to our Affiliates and to third parties, including manufacturers, suppliers or others involved in the distribution chain to provide the products or services that have been requested. We may provide aggregate statistics about visitors, Site transactions or other Site activity.
(b) We may disclose information about you or your company if we have a good faith belief that we are required to do so by law or legal process; to respond to claims; or to protect the rights, property or safety of Operator or others.
6. How is Access to Your Information Controlled?
(a) Access to information stored on our systems, including order forms or requests for quotes submitted through the Sites, and billing information and account status information accessible through the Sites, is controlled by firewalls and other security measures.
(b) Please keep in mind that the information disclosed by you in areas of the Sites that are accessible to other users -- for example, information you may provide to others on bulletin boards or in chat rooms that may be available on the Sites -- can be collected and used by visitors to the Sites.
7. Waiver of Additional Rights.
2. Buyer Obligations. Goods and service provided hereunder are based upon the information you make available to SUEZ, and SUEZ reserves the right to utilize the most compact and feasible design compatible with sound engineering practices, and to make changes in details of design, construction and arrangement of goods unless precluded by limitations (including, but not limited to actual space and feedwater/substance quality specifications) specified by Buyer in writing at the time an order is placed. If no such limitations are specified, SUEZ shall not be held responsible for incompatibility of the goods and services due to changes in feedwater/substance quality specifications or site conditions nor for incompatibility with actual space or design limitations, which were not initially disclosed by you but become apparent at a later date. For services to be accurate and goods to work as intended, you must fulfill the following obligations ("Obligations"): (a) provide SUEZ complete and accurate information and data relevant to the scope of work to be provided, such as information related to your site conditions, systems, related equipment and processes, feedwater or other substances to be treated or measured with the goods, including any hidden, unapparent, or changing conditions that may affect the effectiveness of the goods; (b) operate all related systems and the goods within the agreed to control parameters or, if none, within industry customary operating conditions; (c) maintain all related systems and goods in good operating condition and repair; and (d) maintain and handle goods in a proper and safe manner. If you fail to fulfill the foregoing obligations, SUEZ shall be relieved of any warranties or other commitments made to you in writing, and SUEZ shall have no liability for any loss, damage or injury which you may sustain or for which you may be liable. You are solely responsible for the operation of your systems, including ensuring that the systems are operated and maintained properly and comply with all laws, rules, regulations, license conditions and orders. SUEZ will not operate, inspect or maintain your systems or act as a licensed operator as defined by local regulatory authorities. goods and services sold by SUEZ are not intended for use in connection with any nuclear facility or activity. You shall not sell or permit the use of the goods in connection with any nuclear installation or activity without the prior written consent of the SUEZ. If, in breach of this, any such use occurs, SUEZ (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, and, in addition to any other rights of SUEZ, you shall indemnify and hold SUEZ (and its parent, affiliates, suppliers and subcontractors) harmless against all such liability. You shall maintain all risk property and boiler and machinery breakdown insurance covering the full replacement value of your site, systems and related equipment, together with business interruption coverage, which includes a waiver of subrogation in favor of SUEZ and its affiliates.
3. Delivery. All delivery designations are INCOTERMS 2010. Title and risk of loss or damage to goods as well as containers and tanks in which goods are contained, shall pass to you upon SUEZ making the goods available to you for collection at SUEZ's premises. Delivery dates indicated by SUEZ are only approximate. Quotations and proposal drawings provided by SUEZ show only general style, arrangement and approximate dimensions and weight. If any part of the goods cannot be delivered when ready due to any cause not attributable to SUEZ, you shall designate an alternate storage location, and SUEZ shall ship such goods to storage. Title and risk of loss shall thereupon pass to Buyer, and amounts payable to SUEZ upon delivery or shipment shall be paid by you along with expenses incurred by SUEZ. Services provided herein shall be charged at the rate prevailing at the time of actual use, and you shall pay directly all costs for storage and subsequent transportation. Your failure to take delivery of the goods shall be a material breach of this Agreement.
4. Payment and Prices. Unless otherwise specified in writing, payment is due net thirty (30) days from the date of SUEZ's invoice, which shall be issued at the time of shipment. The prices quoted herein do not include taxes or duties. You shall be directly responsible, and reimburse SUEZ, for the gross amount of any present or future bond, sales, use, excise, value-added, environmental or other similar tax or duty applicable to the price, sale of delivery of any goods or services furnished hereunder. You shall provide to SUEZ, within one month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes. Unless you have furnished SUEZ with evidence of tax exemption or direct pay permit acceptable to taxing authorities prior to the execution of the Agreement, Buyer shall pay all taxes as invoiced by SUEZ and SUEZ is relieved of any obligation to (i) apply any tax exemption or direct pay permit, and/or (ii) refund to you any tax paid by the SUEZ. SUEZ's invoices will only be issued without domestic VAT where you either make available to SUEZ your valid VAT number in the case of an intercommunity supply or provides a valid certificate or acceptable statement for VAT or duty exemption. If you are to arrange the export or intercommunity shipment, upon request by SUEZ, you agree to provide free of charge to SUEZ, evidence of exportation or intercommunity shipment that makes reference to SUEZ's invoice number and this documentation is acceptable to the relevant tax or custom authorities. In the event that there is either a failure to meet any of the above conditions or the information or documentation provided is deemed to be defective in any way by the tax or custom authorities then the SUEZ will have the right to separately invoice you for any taxes, VAT or duties payable together with any interest or penalties that SUEZ incurs as a result and you shall pay this invoice in accordance with the payment terms of this Agreement. For multi-year agreements, pricing stated shall remain firm for twelve (12) months, after which SUEZ shall be entitled to adjust pricing upward on an annual basis according to the designated formula used by SUEZ in your country. You will provide to SUEZ a new purchase order at least thirty (30) days before expiration of any purchase order issued under this Agreement. If purchase orders are not renewed or new purchase orders issued by you within this time scale, SUEZ, without any liability and without being subject to any penalties that may be applicable as negotiated with you , may either: (a) decline to make deliveries of goods or provide services; or (b) if requested in writing by you , continue to deliver goods and services subject to new prices that may be applicable and invoice you for these under the expired purchase order at prices in effect as of that date. Buyer agrees to be bound to pay such invoices in accordance with the payment terms of the Agreement. Unless otherwise specified, all prices are Incoterms 2010 FCA SUEZ's premises. You agree to reimburse SUEZ for collection costs, including two percent (2%) interest per month, not to exceed the maximum amount permitted by applicable law, should you fail to timely pay. You shall have no rights to any setoffs of any nature relating to any payments due under the Agreement. Notwithstanding the terms set forth herein or of any agreement or acceptance of SUEZ's quotation, SUEZ reserves the right at any time and from time to time by notice in writing to the Buyer to (a) increase Prices (or impose temporary price adjustments) based on increases in the cost of base components for the goods or services provided, where the increase is due to increased global demand, limited supply, temporary product shortages, allocation of supply, or such other similar inflationary pressures; and (b) impose a surcharge equal to any increase in the cost of the goods or services as a result of a modification of exchange rates, taxes or other levies imposed by public authorities.
5. Payment for Excessive Usage; Lost and Damaged Goods. If payment for goods is based on some factor other than the actual amount of goods delivered (e.g., payment is for a fixed amount, or based on usage or production), then you agree to pay for all goods (a) consumed as a result of your failure to comply with obligations as set forth in Section 2; or (b) lost or damaged after delivery to you. You agree to provide SUEZ all information necessary to calculate amounts due and enable SUEZ to audit those records.
6. Consigned Goods. If goods are being made available to SUEZ under a consignment arrangement, Additional terms and conditions shall be applicable and shall be provided by SUEZ.
7. Limited Warranties. SUEZ warrants that the goods shall conform to SUEZ's specifications and shall be free from defects in material and workmanship when at all times operated in accordance with SUEZ's written instructions; and that the services will be performed with the degree of skill which can reasonably be expected from a seller engaged in a comparable business and providing comparable services under comparable circumstances. Under no circumstances do services include the operation, inspection or maintenance of your systems or acting as a licensed operator as defined by local regulatory authorities. Unless otherwise provided in any Warranty Schedule that may be attached hereto, the foregoing warranties are valid: (a) for Chemicals, the earlier of, the shelf-life of the product, or six (6) months from their date of delivery or the provision of services; (b) for Consumables, including Filters and Membranes, twelve (12) months from their date of delivery, (c) for goods other than Chemicals and Consumables, the earlier of, fifteen (15) months from receipt, or twelve (12) months from start-up/first use; d) for Software, nine (9) months from the date of receipt. Unless expressly agreed in a "Performance Warranty Document" signed between the parties on a separate basis, there is no performance warranty on goods or services or warranty on process results. For goods not manufactured by SUEZ, the warranty shall be the manufacturer's transferable warranty only. Any claim for breach of these warranties must be promptly notified in writing or the claim will be void. SUEZ's sole responsibility and your exclusive remedy arising out of or relating to the goods or services or any breach of these warranties is limited to, at SUEZ's option: (a) replacement of non-conforming goods or refund of purchase price of the non-conforming goods; and (b) re-performance of the services at issue, or a refund of the amount paid for the services at issue. No allowance will be made for repairs or alterations made by you without SUEZ's written consent or approval. goods may not be returned to SUEZ without SUEZ's written permission. SUEZ will provide you with a "Return Material Order" number to use for returned goods. You are not entitled to extend or transfer this warranty to any other party. The foregoing warranties are in lieu of and exclude all other warranties, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose.
8. Use of Equipment, Tanks, and Containers. Semi-bulk containers (SBCs) owned by SUEZ shall be used only for the storage of goods approved by SUEZ and you shall return to SUEZ all SBCs owned by the SUEZ in an "empty" condition, as defined by appropriate transport or environmental regulations. Title to, and risk of loss or damage of, all equipment, product containers (e.g., pails, drums, recyclable intermediate bulk containers "IBC"), and tanks supplied to you shall pass to you as provided for in Section 3 of this Agreement, except that returnable SBCs shall remain property of SUEZ, unless otherwise stated in SUEZ's documentation.
9. Compliance with Laws; Permits. You are responsible for compliance with all laws and regulations applicable to the operation of your systems and to the storage, use, handling, installation, maintenance, removal, registration and labeling of all goods from and after your receipt of the good, as well as for the proper management and disposal of all wastes and residues associated with the goods and signing manifests for waste transport and disposal. You are responsible to ensure that all goods and services provided to you for export are exported in compliance with applicable export control laws and regulations. Permits and licenses which are required to operate apparatus or equipment or to use the goods, shall be procured by you at your expense. You shall be responsible for and procure all permits, licenses, exemptions, authorizations and approvals necessary to the operation of its systems, including but not limited to permits related to liquid and solid waste handling and discharge, air and water emissions, sound, safety, etc. SUEZ shall not be liable if any such permit, license, exemption, authorization or approval is delayed, denied, revoked, restricted, violated or not renewed and you are not to be relieved thereby of your obligations to pay SUEZ in accordance with this Agreement. SUEZ's obligations are conditioned upon your compliance with all applicable trade control laws and regulations. You shall not trans-ship, re-export, divert or direct goods (including related equipment, software and technical data) other than in and to the ultimate country of destination declared by you and specified as the country of ultimate destination on SUEZ's invoice. The obligations of the parties to comply with all applicable trade control laws and regulations shall survive any termination or discharge of any other contract obligations.
10. Excusable Delays. SUEZ shall not be liable nor in breach or default of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of SUEZ, including, but not limited to: acts of God, natural disasters, unusually severe weather, fire, terrorism, war (declared or undeclared) epidemics, material shortages, insurrection, act (or omissions) by you or your contractors/suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay or non-performance, plus such additional time as may be necessary to overcome the effect of the delay or non-performance. If delivery or performance is delayed for a period exceeding 180 (one hundred and eighty) days, either party may terminate this Agreement without further liability provided that SUEZ shall be paid an amount equal to that which would be payable to SUEZ under the Section entitled "Termination and Suspension". If SUEZ is delayed by any or your acts (or omissions), or by the prerequisite work of your contractors or suppliers, SUEZ shall be entitled to an equitable adjustment in schedule, price and/or performance, as applicable.
15. Assignment and Subcontracting. To the extent permitted by applicable law, SUEZ may assign or novate its rights and obligations under this Agreement, in whole or in part, to any of its affiliates and/or may assign any of its accounts receivable to any party without your consent. You agree to execute any documents that may be necessary to complete SUEZ's assignment or novation. Nothing herein shall prevent SUEZ from placing or permitting the placing of subcontracts or orders on others for the supply of materials, manpower or services within SUEZ's scope of supply provided that the placing of such subcontracts or orders shall not in any way relieve SUEZ from any of its obligations hereunder , and provided that SUEZ will procure that its subcontractors (to the extent engaged for SUEZ's scope hereunder) comply with all known and reasonable instructions related to accessing your facility.
16. Emergencies. If the safety of SUEZ's personnel is threatened or likely to be threatened by circumstances outside the reasonable control of SUEZ, including but not limited to war, armed conflict, civil unrest, riots, terrorism, kidnapping, presence of or exposure to hazardous materials, unsafe working conditions, or by the threat of such circumstances or a lack of adequate protections against such circumstances, SUEZ shall, with no liability as per the terms hereunder , be entitled to take all necessary steps to ensure the security and safety of its personnel including the evacuation of personnel until such circumstances no longer apply and suspension of its obligations hereunder until said circumstances, at SUEZ's sole opinion, have ceased. Any such occurrence shall be considered an excusable delay event. You shall reasonably assist in the event of any such evacuation.
17. Termination and Suspension. This Agreement and any performance pursuant to it may be terminated or suspended by either party if the other party (a) is the subject of bankruptcy or insolvency proceedings; or (b) defaults in its material obligations under this Agreement, and such default is not cured within thirty (30) days; (b) If Seller shall have any doubt at any time as to Buyer's ability to pay, Seller, without any liability and without being subject to any penalties that may be applicable as negotiated with Buyer, may decline to make deliveries of Goods or provide Services except on receipt of satisfactory security. Upon the termination of this Agreement: (a) Buyer agrees to pay for all Goods in Buyer's possession or for which title has passed to Buyer, at current prices or at such other prices as have been agreed to in writing; and (b) all amounts owing, if any, for the equipment or tanks relating to those Goods shall immediately become due and shall be paid within thirty (30) days of receipt of an invoice. In the event of cancellation of an order by Buyer, a cancellation charge will be made against the Buyer, in proportion to the work completed by Seller, or obligated against the order, plus any cancellation charges assessed against Seller by Seller's suppliers. In addition, unless Buyer has been invoiced by Seller specifically for all Goods delivered (including any levelized billing agreements that have already reconciled based on shipments), Seller will invoice Buyer and Buyer shall pay Seller for all Goods on Buyer's site at the time of termination, including any fixed fees, consignment and production based agreements.
18. Governing Law and Dispute Resolution. This Agreement shall be governed by the substantive laws of the State of New York. If the Agreement includes the sale of goods and you are outside the country, the United Nations Convention on Contracts for the International Sale of goods shall apply.
20. Miscellaneous. No modification, amendment, revision, waiver, or other change shall be binding on either Party unless agreed in writing by the Party's authorized representative. Any oral or written representation, warranty, course of dealing, or trade usage not specified herein shall not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of the other Party not contained in this Agreement.
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