Terms of Sale

FIRESCI (FIRE SAFETY SCIENCE LLC) TERMS AND CONDITIONS OF SALE

1. Interpretation:

• 1.1. Headings within these Terms (“Terms”) are solely for reference and do not impact the construction or interpretation of the Terms themselves.
• 1.2. References to “writing” or “written” encompass electronic mail (“email”).
• 1.3. Any references to:

• 1.3.1. Time are understood to be in Eastern Standard Time (“EST”).
• 1.3.2. “Day” denote a twenty-four (24) hour period commencing at midnight EST and concluding at the following midnight EST.

• 1.4. All notices provided pursuant to or otherwise related to the Purchase Order (“Order”) shall be in English and:
  • 1.4.1. Forwarded to the relevant party’s physical address by prepaid certified or registered United States mail (“US Mail”) or another reliable expedited delivery service with proof of delivery;
  • 1.4.2. Hand-delivered to the relevant party’s physical address; or
  • 1.4.3. Transmitted via email to the relevant party’s designated email address with a delivery receipt indication.

• 1.5. No modifications or amendments to these Terms shall be effective unless set forth in a writing signed by an authorized representative on behalf of FireSci (“Supplier”).

2. Contract Formation:

• 2.1. Quotations:
  • 2.1.1. Any Quotation offered by Supplier (each, a “Quotation”) shall remain valid for a period of thirty (30) days from and including its date of issuance unless otherwise expressly stated.

• 2.2. Purchase Orders:
  • 2.2.1. The Order constitutes an offer by the customer (“Customer”) to purchase Goods and Services from Supplier pursuant to these Terms.
  • 2.2.2. Supplier has no obligation to accept any Order.
  • 2.2.3. No Order shall be considered for acceptance unless its total value exceeds USD $200.

• 2.3. Orders:
  • 2.3.1. A binding contract for the supply of Goods and Services by Supplier to Customer (the “Contract”) shall be established upon Supplier’s acceptance of the Order by issuance of an Order Acknowledgement to Customer.
  • 2.3.2. These Terms constitute the sole and exclusive terms and conditions governing the supply of Goods and Services by Supplier to Customer and supersede any and all other terms and conditions, including any Customer terms and conditions purportedly set forth in or attached to any Order or similar document, and any additional terms and conditions that may be implied by trade, custom, course of dealing, or otherwise.
  • 2.3.3. Acceptance of an Order may be conditioned upon FireSci’s satisfactory completion of Customers credit approval.
  • 2.3.4. Supplier reserves the right to:
    • Modify or suspend credit terms.
    • Refuse or delay shipments.
    • Cancel unfilled orders.
    • These actions may be taken at any time if the Customer becomes insolvent or delinquent in any payment.

• 2.3.5. Customer’s commencement of performance or acceptance of Goods and Services, absent express acceptance elsewhere, acts as conclusive evidence of their acceptance of these Terms.
• 2.3.6. Expedite Charges: For rushed processing (“Rush Orders”) requiring delivery sooner than the quoted lead time or special handling, Supplier may, at their discretion, impose an expedite charge:
  • For orders under USD $1,000: USD $100 flat fee.
  • For orders of USD $1,000 or more: 10% of order value.
  • Rush Order expedite charges will be presented alongside the Order Acknowledgement, where applicable.

• 2.4. Canceling Orders:
  • 2.4.1. Within 24 hours of Order Acknowledgement, the Customer may modify or cancel the Contract without penalty. Following this initial period, cancellation fees apply:
    • 24-72 hours: 50% restocking fee.
    • After 72 hours: 100% restocking fee.
      • 2.4.1.1. Non-stock, custom, or special-order items are non-returnable and non-cancellable after the Cancellation Period and will be invoiced as per the Contract.
      • 2.4.1.2. Prior to Contract cancellation, Supplier will inform the Customer of the applicable fee.

• 2.5. Contract Termination:
  • 2.5.1. Either party may terminate the Contract for a material breach that cannot be remedied.
  • 2.5.2. Customer’s failure to make payment within 10 days of due date constitutes a material breach.
  • 2.5.3. If a party commits a remediable material breach but fails to remedy it within 30 days of written notice, the non-breaching party may terminate the Contract.

• 2.6. Post-Contractual Provisions:
  • 2.6.1. Upon Contract expiration or termination, the following provisions remain in effect:
    • Sections 1, 2.6, 4, 5.7, 8, 9, and 12.
    • Any other provisions necessary for complete fulfillment of their intended purpose.

• 2.6.2. All other rights and obligations immediately cease, except for those accrued prior to expiration or termination, including:
  • Rights and obligations related to payment.
  • Claims for breach of contract.
  • Other accrued liabilities.

3. The Goods and Services 

• 3.1. Prior Customer Approval:
  • 3.1.1. Supplier must obtain Customer’s written consent before:
    • Making material changes to the design, finish, or specifications of Goods or their packaging.
    • Substituting unavailable materials or parts with alternatives, unless:
      • The variation is minor.
      • It’s necessary to comply with applicable laws, with prior written notice provided.

• 3.2. Scope of Representations:
  • 3.2.1 Samples, drawings, descriptions, and advertising materials (“Marketing Materials”) issued by Supplier (or the manufacturer) are for general reference only and do not constitute representations or warranties as to the actual Goods.

• 3.3. Customer Responsibilities:
  • 3.3.1. Customer is solely responsible for the removal, collection, recovery, and recycling of:
    • Used Goods.
    • Replaced Goods or parts.

• 3.4. Document Provisions:
  • 3.4.1. FireSci provides standard documents with Orders:
    • Certificate of Conformity.
    • Declaration of Conformity.
    • Cylinder Test Certificates.
    • Fire Detection Tubing Test Certificates.
    • Certificate of Origin.
    • Packing List.
    • Commercial Invoice.

• 3.4.2. Additional document requests will be reviewed upon Order Acknowledgement and subject to a $50 per certificate fee.

• 3.5. System Component Requirements:
  • 3.5.1. All FireSci systems must use FireSci components, including connections to FireSci tubing.
  • 3.5.2. Failure to comply with this requirement:
    • Voids the Warranty (Section 8).
    • Releases FireSci from any liability for system or component performance.

• 3.6. Charged Cylinder Handling:
  • 3.6.1. Customer must never remove or transport a pressurized cylinder (regardless of pressure level) from a secure position without safety plugs or caps in place.
  • 3.6.2. Customer is responsible for ensuring adequate training and knowledge of safety procedures for handling and transporting pressurized containers for all relevant personnel.

• 3.7. System Status Indication:
  • 3.7.1. Customer is strongly advised to design systems that provide immediate notification of system activation to personnel capable of taking further fire protection measures. This may include, but is not limited to:
    • Connecting the FireSci system to the building alarm system.
    • Connecting the FireSci system to a local annunciation system.
    • Operating a local alarm.
    • Connecting to a local visual device.

4. Price and Payment

• 4.1. Price Quotation and Adjustment:
  • 4.1.1. All quoted prices by Supplier are:
    • In United States Dollars (USD).
    • Subject to adjustment based on prices in effect at the time of shipment.

• 4.2. Packaging, Insurance, and Delivery Costs:
  • 4.2.1. Unless expressly stated, prices exclude:
    • Packaging costs.
    • Insurance costs.
    • Freight and delivery costs.

• 4.2.2. Customer is responsible for payment of these additional expenses alongside the quoted Price, if applicable.

• 4.3. Tax Exclusion:
  • 4.3.1. All prices stated exclude sales tax and any other applicable taxes, duties, fees, or levies imposed by any government or authority. These additional charges, if applicable, must be paid by the Customer as prescribed by law.

• 4.4. Payment Terms:
  • 4.4.1. Unless prepayment is required per Order Acknowledgement, FireSci will invoice the Customer for the:
    • Price of Goods and Services.
    • Additional packaging, insurance, carriage, and delivery costs.

• 4.4.2. The invoice will be issued upon shipment of the Goods.

• 4.5. Payment Due Date and Options:
  • 4.5.1. Invoices are due for payment within 30 days of the invoice date, unless expressly stated otherwise in the Order Acknowledgement.
  • 4.5.2. At its discretion and with Customer agreement, FireSci may offer extended payment terms for an additional charge.
  • 4.5.3. All payments must be made:
    • In USD.

• In cleared funds.
• By electronic transfer to the bank account designated by FireSci.
• Or by domestic check payment.

• 4.5.4. Late Payment Consequences:
  • 4.5.4.1. For any late payments:
    • FireSci may charge late payment interest of 1% per month or the maximum legal rate until the payment date.
    • The Customer is responsible for reimbursing FireSci for any late payment collection costs, including reasonable attorney fees.
    • If payment remains outstanding for 10 business days after the due date, FireSci may:
      • Withhold further deliveries of Goods.
      • Suspend or terminate provision of Services.
      • Do so for both the specific Contract or any other outstanding contract with the Customer.

• 4.5.4.2. FireSci shall not be liable for any resulting penalties or charges due to late payment actions.

• 4.6. Setoff and Deductions:
  • 4.6.1. Unless otherwise permitted by law or expressly provided in these Terms, all payments made by the Customer must be:
    • Made in full.
    • Without any set-off, deduction, or withholding, including counterclaims.

5. DELIVERY – Legal Perspective

• 5.1. Estimated Delivery Dates:
  • 5.1.1. Shipping and delivery dates are estimates only, based on current conditions and FireSci’s ability to secure labor, materials, and parts.
  • 5.1.2. FireSci will make reasonable efforts to deliver the Goods by the estimated date set out in the Order Acknowledgement.

• 5.2. Scheduling for Shop Drawings:
  • 5.2.1. Where applicable, delivery schedules are estimated from the date approved shop drawings are received from the Customer.

• 5.3. Delay Penalties:
  • 5.3.1. Supplier will not be subject to any penalties for late delivery unless there is an express written agreement to the contrary.

• 5.4. Delivery Methods:
  • 5.4.1. The default delivery method for the Goods is Ex Works (EXW, as defined in Incoterms 2020) at the Seller’s premises. This means responsibility for the Goods transfers to the Customer at that point.
  • 5.4.2. Upon mutual agreement, the delivery method may be changed to Carriage Paid To (CPT) with the specific terms spelled out in the Order Acknowledgement.

• 5.5. Delivery Completion:
  • 5.5.1. Delivery is deemed complete when Supplier fulfills its delivery obligations under the Order Acknowledgement or as otherwise specified.
  • 5.5.2. In case of any conflict between the Order Acknowledgement and Incoterms 2020, the Order Acknowledgement takes precedence for determining delivery completion.

• 5.6. Customer’s Failure to Accept Delivery:
  • 5.6.1. If the Customer fails to accept or collect the delivered Goods, Supplier may:
    • Store or arrange for storage of the Goods at the Customer’s expense until they are accepted or disposed of.
    • Take any action to attempt redelivery.

• 5.6.2. The Customer will be liable for all costs and expenses incurred due to their failure to accept delivery, including a minimum storage fee of USD $75 per pallet or 0.5% of the order value per week or partial week, whichever is greater, starting two weeks after the agreed delivery date.
• 5.6.3. Customer has 90 days from the committed ship date to accept delivery. After 90 days, the entire order amount will be invoiced to the Customer. Storage fees will continue to accrue until the goods are picked up.

• 5.7. Customer-Requested Changes:
  • 5.7.1. Any changes to packaging or mode of freight requested by the Customer after the product is fully assembled and prepared for shipping will incur additional fees:
    • USD $500 per pallet change fee, not exceeding USD $2,500 per Purchase Order.
    • USD $50 fee per address change for “ship to” location modifications.

• 5.7.2. Both fees will be invoiced with the order and must be paid along with the corresponding remittance.

6. Inspection and Acceptance

• 6.1. Customer Inspection and Acceptance:
  • 6.1.1. The Customer is responsible for inspecting the Goods upon delivery.
  • 6.1.2. Within 7 business days of delivery, the Customer must provide written notice to the Supplier of any breach of the Warranty (Section 8) related to the delivered Goods.
  • 6.1.3. Failure to provide such notice within the 7-day period constitutes Customer acceptance of the Goods.

• 6.2. Acceptance Upon Expired Notice Period:
  • 6.2.1. Following the expiration of the 7-day notice period, the Goods are deemed accepted by the Customer unless a timely breach of warranty notice has been provided.

• 6.3. Claims for Shortages:
  • 6.3.1. Customer claims for shortages in delivered Goods must be made in writing within 7 days of shipment receipt.

• 6.4. Return Policy:
  • 6.4.1. Goods may be returned within 30 days of receipt by the Customer, subject to the following conditions:

• 6.5. Return Conditions:
  • 6.5.1. Customer must obtain a Return Material Authorization (RMA) number before returning any Goods.
  • 6.5.2. The RMA form must be completed within 15 days of receiving the RMA number, with shipping evidence provided within 30 days.
  • 6.5.3. For credit, returned Goods must be in like-new condition, suitable for restocking and resale.
  • 6.5.4. A 60% restocking fee applies to unused, non-defective merchandise returns.
  • 6.5.5. Customer is responsible for return shipment freight costs.
  • 6.5.6. Labor charges are non-refundable.
  • 6.5.7. Expedited fulfillment of RMA replacement orders is only available upon Customer request.

7. Intellectual Property

• 7.1. Intellectual Property Rights Reservation:
  • 7.1.1. Nothing in this Contract grants the Customer any ownership rights or licenses to use any of Supplier’s intellectual property (“IP”).
  • 7.1.2. The Customer’s sole authorized use of Supplier’s IP in the Goods and Services is limited to:
    • Reselling the Goods.
    • Utilizing the Goods and Services for their intended purpose as supplied.

• 7.2. Customer-Supplied Materials and Infringement:
  • 7.2.1. If the Customer provides drawings or specifications that infringe upon any patent or trademark, FireSci assumes no responsibility for any resulting claims or damages.

8. Warranty

• 8.1. Limited Warranty Period and Conditions:
  • 8.1.1. FireSci warrants the Goods to be free of material and workmanship defects for the original Customer only, subject to the conditions below and the Warranty Period:
    • Warranty Period: 24 months from the date of shipment.
    • Conditions:
      • Proper installation by an Authorized FireSci Distributor following written instructions.
      • No modifications or alterations without express written consent from FireSci.
      • Semi-annual maintenance service agreement with an Authorized FireSci Distributor, starting from product acceptance and valid for the entire Warranty Period.

• 8.1.2. If these conditions are not met, the Warranty Period is reduced to one (1) year from the date of shipment.

• 8.2. Customer Responsibilities for Breach Notification:
  • 8.2.1. If the Customer becomes aware of a Warranty breach during the Warranty Period, they must:
    • Give written notice to the Supplier within five (5) days of discovery, before the Warranty Period expires.
    • Allow the Supplier or its agent to inspect the Goods at the Customer’s premises or return them to the Supplier (at the Customer’s cost), as the Supplier chooses.
    • Provide all necessary information and assistance for the Supplier’s investigation.

• 8.4. Warranty Exclusions:
  • 8.4.1. Supplier is not liable for Warranty breaches if:
    • The Customer fails to comply with their notification obligations (Condition 8.3).
    • No notice was given regarding a defect discoverable during inspection under Condition 6.1.
    • The defect resulted from damage after shipment.
    • The defect is due to ordinary wear and tear.
    • Unauthorized alterations or modifications were made to the Goods.
    • Improper use, handling, installation, repair, maintenance, service, storage, or failure to follow instructions caused the defect.
    • The defect was caused by negligence (or more culpable conduct) of the Customer or a third party.
    • The Customer continues using the Goods after discovering the breach.

• 8.5. Remedy for Warranty Breach:
  • 8.5.1. The Supplier’s sole liability and the Customer’s exclusive remedy for a Warranty breach under Condition 8.1 is, at the Supplier’s option:
    • To repair the relevant Goods.
    • To replace the relevant Goods.

• 8.6. Third-Party Installation and Service:
  • 8.6.1. FireSci’s responsibility is limited to supplying the Goods and does not extend to installation or service work performed by third parties, even if referred by FireSci.

• 8.7. Repair or Replacement Warranty Period:
  • 8.7.1. If Goods are repaired or replaced under this Warranty, the original Warranty Period’s remaining balance applies to the repaired or replaced Goods.

• 8.8. Disclaimer of Other Warranties:
  • 8.8.1. The Warranty set forth in Condition 8 is exclusive and replaces all other warranties, express or implied, arising by law, course of dealing, usage of trade, or otherwise. This specifically includes any implied warranties of merchantability or fitness for a particular purpose.
  • 8.8.2. The Warranty is made solely to the Customer and is not transferable.

9. Exclusions and Limitations of Liability

• 9.1. Maximum Liability Limit:
  • 9.1.1. FireSci’s maximum total liability for any claim under this Contract is capped at 100% of the Price actually paid by the Customer to FireSci during the preceding 12 months (from the act giving rise to the claim).

• 9.2. Consequential Damages Exclusion:
  • 9.2.1. FireSci will not be liable for any consequential damages arising from the purchase and/or use of FireSci products, including but not limited to:
    • Loss of use or production.
    • Lost profits or income.
    • Replacement of discharged suppression agent.
    • Reputational damage or loss of goodwill.
    • Liability to third parties.
    • Harm to property other than the FireSci products.
    • Wasted management, operational, or other time.
    • Any other indirect, consequential, incidental, or special loss.

• 9.3. Application of Limitations:
  • 9.3.1. The limitations in this Section 9 apply even if FireSci was aware of the possibility of such damages.
  • 9.3.2. These limitations apply regardless of whether the claim for recovery is based on:
    • Breach of warranty or contract.
    • Negligence.
    • Strict liability.
    • Other tort.

10. Designs and Use Considerations

• 10.1. The following factors could influence the engineering, design and application of Supplier’s Goods and should be considered by the Customer prior to issuing the Purchase Order:

• 10.1.1. The Goods have been designed to provide protection against fire, both existing and imminent, for a limited duration of time when (i) the system is fully operational; (ii) used in its normal, expected environment; and (iii) the system and its component parts are properly installed, maintained and operated in complete accordance with the written or digital instructions supplied with the system.
• 10.1.2. The duration of the protection against fires is dependent upon a sufficient concentration of agent being maintained in the protected hazard area for a determined period of time. The duration will be shortened by conditions or circumstances that may ventilate, cause agent concentration dilution within the protected hazard area, thereby causing insufficient concentration of agent needed to extinguish or prevent the existence or re-ignition of combustion or fire.
  • 10.1.2.1. All hazard areas have different rates of ventilation, leakage, or agent dilution that, in many cases, may be impossible to predict or determine: air vents, air conditioning systems, gaps and cracks in the enclosure, windows, cable and pipe penetrations, etc., all may impact the agent concentration and the duration of the protection against fire.
  • 10.1.2.2. Unforeseen changes in the configuration of a hazard area such as removal of a wall, an explosion or fire external to the protected space, changes in the enclosure’s configuration, etc. can influence the duration of the fire protection.
  • 10.1.2.3. Due to the many and varied circumstances and conditions, FireSci makes no warranty (Condition 8) as to the duration of the protection against fire, and the warranty in Condition 8 shall exclude all such events.

• 10.1.3. The effectiveness of an agent, such as FK5-1-12 and/or CO2 and/or HFC227ea, as a fire extinguishant is directly related to the concentration of the agent required to extinguish various substances. Not all substances require the same agent concentration to be extinguished. It is the Customer’s responsibility to properly define the hazard area(s) being protected.
• 10.1.4. The effectiveness of the FireSci system is dependent upon the timely discharge of the agent fire extinguishant into the protected area. If unforeseen circumstances such as explosion, failure of the detection system to activate the FireSci system, failure to manually activate the system, etc. occur, they can prevent the system discharge from being accomplished in a timely manner, and the fire may become deep seated or out of control and completely destroy the hazard area. Since FireSci has no control over these circumstances, there are no warranties as to the effectiveness of extinguishment of the fire.
• 10.1.5. Even if the FireSci system is completely effective in suppressing a fire, failure to remove the ignition source of the fire could result in a re-ignition of the fire. When possible, the source of the fire should immediately be eliminated to prevent re-ignition. Protection against re-ignition only exists when a sufficient concentration of agent remains in the hazard area.
• 10.1.6. The judgment of operating personnel as to when to activate a FireSci system, in an emergency, affects the protection provided by the system.
• 10.1.7. Because of the widely varying conditions and circumstances under which the FireSci system can be used, some conditions can cause its effectiveness to be unpredictable.
• 10.1.8. In the event of fire, evacuation of personnel from the protected area must be accomplished without delay.

11. Force Majeur

• 11.1. The Supplier shall not be deemed in breach of the Contract, nor held otherwise accountable to the Customer, for any failure or delay in the execution of its obligations under the Contract to the extent that such failure or delay is attributable to a Force Majeure Event.
• 11.2. In the event of a Force Majeure Event, the Supplier shall expeditiously provide written notice to the Customer, promptly upon becoming cognizant of said Force Majeure Event.
• 11.3. Should the Supplier be impacted by a Force Majeure Event, the Customer shall, notwithstanding the occurrence of the Force Majeure Event, diligently settle the Supplier’s invoices in accordance with Condition 4 for any Goods and Services that have been supplied or are still being supplied by the Supplier.

• 11.4. In the event that a Force Majeure Event, affording relief from liability pursuant to Condition 11.1, persists for a duration exceeding ninety (90) days, the Supplier shall possess the entitlement to forthwith terminate any Contract by furnishing written notice to the Customer to that effect. Upon such termination, the Customer shall be entitled to a reimbursement for undelivered Goods and unprovided Services under the terminated Contract.

12. Confidentiality

• 12.1. Each party commits to maintaining the strict confidentiality of any proprietary information pertaining to the business, operations, clientele, or suppliers of the counterparty or any affiliated entity within the associated Group (“Confidential Information”), except as expressly sanctioned in Condition 12.2.
• 12.2. Each party reserves the right to disclose Confidential Information of the other party under the following circumstances:

• 12.2.1. To its employees, officers, representatives, or advisers who necessitate access to such information for the purpose of asserting the party’s rights or fulfilling its obligations pursuant to or in connection with the Contract. It is incumbent upon each party to ensure that the individuals to whom disclosure is made comply with the stipulations set forth in Condition 12; and
• 12.2.2. As mandated by applicable law, a competent court, or any governmental or regulatory authority.

• 12.3. Neither party shall exploit the Confidential Information of the other party for any purpose other than the exercise of its contractual rights and fulfillment of its contractual obligations.
• 12.4. Within a period of 30 days subsequent to the expiration or termination of the Contract, upon request by the counterparty, each party shall either return the Confidential Information of the other party or undertake its expeditious destruction.

13. Data Protection

• 13.1. Each party hereby commits to adhering to the pertinent Data Protection Laws that are applicable to its operations.
• 13.2. In instances where the provision of Goods and/or Services necessitates the Supplier to engage in the processing of personal data on behalf of the Customer in the capacity of a data processor, such specification shall be articulated in the Order. The ensuing Data Processing Agreement will be integral to the contractual framework, and both parties shall dutifully observe the provisions stipulated within the Data Processing Agreement.

14. Anti-Slavery, Anti-Corruption, And Economic Sanctions

• 14.1. The Customer pledges to adhere to all applicable Anti-Slavery Laws.
• 14.2. The Customer commits to full compliance with Anti-Corruption Laws.
• 14.3. The Customer shall guarantee that the receipt, import, export, re-export, transfer, sale, or use of Goods and/or Services will only occur in strict adherence to all Anti-Corruption Laws.
• 14.4. The Customer undertakes to comply with all Economic Sanctions Laws and agrees not to:
  • 14.4.1. Directly or indirectly export, reexport, transship, or otherwise deliver the Goods or any part thereof to any person or country designated as an embargoed or sanctioned target under such Economic Sanctions Laws.
  • 14.4.2. Broker, finance, or facilitate any transaction in violation of any Economic Sanctions Law.

• 14.5. In addition to its other obligations under the Conditions, the Customer shall:
  • 14.5.1. Adhere to the Supplier’s Group code of conduct available at www.firesafetysci.com.
  • 14.5.2. Establish and implement internal policies and procedures to ensure compliance with Condition 14.
  • 14.5.3. Ensure that all affiliated parties involved in providing goods and services related to this Contract (including subcontractors, agents, consultants, and other intermediaries) are apprised of and adhere to the requirements of Condition 14.
  • 14.5.4. Conduct thorough checks and screenings on all parties associated with or providing goods or services in connection with the Goods and/or Services.
  • 14.5.5. Commit to refraining from engaging in business practices that contravene anti-bribery or corruption laws.

• 14.6. In the event of suspected bribery or corruption, FireSci reserves the right to terminate any relationship immediately, irrespective of outstanding deliverables between the parties.
• 14.7. The Customer hereby indemnifies and absolves the Supplier from any liability, claims, demands, or expenses (including, but not limited to, legal or professional fees) arising from or related to the Customer’s noncompliance with the provisions of this Condition 14.
• 14.8. In the event of a breach of Condition 14 by the Customer, the Supplier retains the right to terminate all Orders and Contracts with immediate effect upon serving written notice to the Customer. The Supplier shall bear no Liability to the Customer for payment of damages or any other form of compensation in connection with such termination.

15. Indemnification

• 15.1. The Customer is obligated to indemnify, defend, and hold harmless the Supplier and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively referred to as the “Supplier Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any nature (collectively referred to as “Losses”). These Losses may arise from or be a consequence of any third-party Claim alleging:
  • 15.1.1. Breach of any representation, warranty, or covenant as per these Conditions.
  • 15.1.2. Any negligent, grossly negligent, or willful misconduct or more culpable acts or omissions by the Customer or any Customer Party.
  • 15.1.3. Any failure of the Customer or any Customer Party to comply with any Applicable Laws.

“Customer Party” refers to the agents, employees, and subcontractors of the Customer. This Condition 15 shall endure beyond the expiration or termination of any Contract.

16. Miscellaneous

• 16.1. The Contract is executed under and, for all intents and purposes, shall be interpreted and enforced in conformity with the laws of the State of Delaware. All legal actions arising hereunder shall be initiated in Massachusetts, and the Customer hereby expressly submits to the jurisdiction of the state and federal courts located in Massachusetts. It is acknowledged, however, that the Supplier reserves the right to pursue specific performance, interim or final injunctive relief, or any other relief of a similar nature or effect in any court possessing competent jurisdiction.
• 16.2. The failure to promptly exercise a right or remedy under or in connection with the Contract, or any delay in such exercise, shall not constitute a waiver of that particular right or remedy. Furthermore, it shall not impede or restrict the future exercise of said right or remedy. The singular or partial exercise of a right or remedy shall not preclude or restrict subsequent exercise of that or any other right or remedy. A waiver of any right, remedy, breach, or default shall only be deemed valid if executed in writing, signed by the party providing the waiver, and solely applicable to the circumstances and purposes for which it was granted. Such waiver shall not be construed as a waiver of any other right, remedy, breach, or default.
• 16.3. In the event that any term of the Contract is determined by any court, body, or authority of competent jurisdiction to be illegal, unlawful, void, or unenforceable, said term shall be considered severed from the Contract. The remainder of the Contract shall remain unaffected and in full force and effect.
• 16.4. Nothing within the Contract, nor any actions taken by the parties in connection with it, shall establish a partnership, joint venture, or employer-employee relationship between the parties. Neither party is granted authority to act as an agent for, in the name of, or on behalf of the other party, nor to bind the other party. Neither shall hold itself out as entitled to do so.
• 16.5. Both parties expressly agree that they are independent contractors entering into the Contract as principals and not as agents for or for the benefit of any other individual or entity.
• 16.6. The rights and remedies outlined in these Conditions for the Supplier are supplementary and not exclusive, existing alongside any rights and remedies provided by applicable law.
• 16.7. The Customer shall not have the entitlement to assign, transfer, charge, hold in trust for any person, or engage in any other disposition of its rights under the Contract without the prior written consent of the Supplier. It is expressly stipulated that a change of control shall be deemed an assignment for the purposes delineated herein.

17. Definitions

• 17.1. The following words and expressions have the following meanings in our terms and conditions unless the context requires otherwise:

Terms of Sale updated 09.14.2023 changes effective 11.14.2023