General Terms and Conditions of sale and delivery

asecos Safety and Environmental Protection, Inc., having an address at
c/o Schumann Burghart LLP 1500 Broadway,
Suite 1902
New York
New York 10036

These General Terms and Conditions of Sale and Delivery (herein, “Terms and Conditions”) are applicable to all original customers (collectively, the “Customers” and each, individually, a “Customer”) of asecos Safety and Environmental Protection, Inc., a Delaware corporation (the “Company”). These Terms and Conditions are the only terms that govern the sale of the Products and the rendering of the Services (as collectively defined below).

Effective: June 1st, 2024

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  • 1. Terms and Conditions of Sale

    1.1.   The Company shall sell and deliver to the Customer and the Customer shall purchase and accept from the Company the products, including, materials and equipment (herein, the “Products”) and services (herein, “Services”) described on or in any accompanying quotation, cost estimates. purchase order (the “Order”), purchase order confirmation, invoice, or any combination thereof, which taken together with the Terms and Conditions shall constitute the entire agreement between the Company and the Customer regarding the Products and Services (herein, this “Agreement”) and this Agreement supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products and the Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms and Conditions.

    1.2.   All quotations and cost estimates are non-binding. Unless otherwise agreed in writing or otherwise stated in the quotations/cost estimates, all quotations and cost estimates for Products and Services are valid for only ten (10) business days of the date of issuance. Subsequent modifications in quantity or quality, if such are requested by the Customer, generally will cause a modification of the quoted price. Customer shall bear all costs associated with the modification of the Order.

    1.3.   These Terms and Conditions prevail over any of the Customer’s general terms and conditions of purchase regardless of whether or when the Customer has submitted its purchase order or such terms. Fulfillment of the Customer’s Order does not constitute acceptance of any of the Customer’s terms and conditions and does not serve to modify or amend these Terms and Conditions. No general terms and conditions of the Customer shall at any time form a part of the content of any contract or agreement between the Customer and the Company, even if they are not further expressly rejected by the Company. Any additional or different terms or conditions contained in the Customer’s Order or in any other form issued by the Customer shall be deemed objected to by the Company and shall be of no effect.

    1.4.   Company reserves the right at any time after receipt of Customer’s order to accept or decline Customer’s Order for any reason. The Company may require additional verification before accepting any Order. No Order is binding upon the Company until the earlier of acceptance of the Order in writing or the delivery of the Products to the Customer or the rendering of Services to the Customer.  Notwithstanding any prior acceptance of an Order by the Company, the Company shall have no obligation if the Customer is in breach of any of its obligations hereunder, or any other agreement between the Customer and the Company, at the time the Company’s performance was due.

    1.5.   All verbal agreements concerning the terms of any Order, including agreements made by telephone, shall have no force and effect unless and until acknowledged by the Company in writing.

    1.6.   Measurements, weights, illustrations, designations, and drawings shall only be binding and made part of the Agreement if they are explicitly confirmed by the Company in writing.

    1.7.   Orders placed with and accepted by the Company may not be canceled except upon the Company’s written consent prior to shipment and the Customer’s acceptance of the Company’s cancellation charges which shall protect the Company against all costs and losses. Orders cannot be cancelled after they are in the computerized scheduling Order queue. A cancellation fee will be applicable for all Products manufactured to order. The Customer agrees to pay the Company for all work in process and any raw materials or supplies used, or for which commitments have been made by the Company in connection with the Order, on the basis of the Company’s full costs and expenses computed in accordance with Company’s standard practices, plus fifteen percent (15%) of such full costs and expenses. For items not manufactured to order, a restocking fee will be charged at the sole discretion of the Company. The Company reserves the right to cancel any Order hereunder in the Company’s sole discretion without liability to the Company (except for refund of monies already paid).

  • 2. Product Specifications, Descriptions & Colors

    Product colors, material choices, and other specifications are subject to change without notice to Customer and may vary. Colors are reproduced as accurately as possible. Availability of Products and Services as disclosed on the Company’s website at (the “Website”) and are subject to change, and items may be discontinued by the Company at any time, without notice.

  • 3. Prices

    3.1.    All price quotations are EXW (per Incoterm® 2020), as amended from time to time, from Weiherfeldsiedlung 16 -18 63584 Gründau, Germany for production Orders and 1152 Industrial Blvd, Louisville, KY 40219, USA, for stock Orders, or as otherwise solely determined by the Company (each, a “Delivery Location”) and do not include costs for packaging, postage or other freight charges, insurance, or taxes, if any, unless agreed upon otherwise in writing.

    3.2.    Prices in catalogues, price lists, brochures, advertisements at trade fairs, circulars, advertising mailings, or any other media, are not binding unless confirmed in writing by the Company in an Order confirmation to be expressly included and if disclosed by the Customer that it based its decision to place an Order on such information.  

    3.3.    The price of the Products and the Services shall be the Company's current prices in effect from time to time at the time the Company accepts the Order of the Customer or by special price quotes made to the Customer in writing.  If the Company agrees to delay the manufacture, production, or delivery of any Products upon the Customer’s instructions, the prices of such Products will be those in effect when instructions are later received from the Customer to complete such manufacture, production, and delivery. If the Customer request any further additions to a confirmed Order, any additions to an outstanding Order will be accepted only at prices in effect when the additional Order is accepted.

    3.4.    Discounted prices listed on the Website for promotional or clearance items are only valid for the items specified. If the correct price of a Product sold by the Company is higher than the stated price, the Company will, at its discretion, either contact the Customer for instructions before shipping or cancel the Order and notify the Customer of such cancellation.

    3.5.    The Customer shall pay and be responsible for all freight, transportation, shipping, insurance and handling charges, duties, inspection and testing fees, and taxes, including any applicable sales, use, excise and other similar taxes, personal property, and other taxes, duties, levies and charges of any kind imposed by any governmental authority, irrespective of whether applicable law makes such items the responsibility of the Customer or the Company; provided, that, the Customer shall not be responsible for any taxes imposed on, or with respect to, Company’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

    3.6.    The Company may, without notice to the Customer, increase the price of Products by the amount of any new or increased tax or duty (excluding franchise, net income and excess profits taxes) which the Company may be required to pay on the manufacture, sale, transportation, delivery, export, import or use of the Products or the materials required for their manufacture or which affects the costs of such materials. Therefore, if the prices should be increased by the Company before delivery of the Products to a carrier for shipment to the Customer or between the date of entering into the Agreement and the date of actual performance, then these Terms and Conditions shall be construed as if the increased price(s) were originally inserted herein, and the Customer shall be billed by the Company on the basis of such increased price(s). 

  • 4. Delay Caused by Customer

    4.1.    If the Customer and has not removed circumstances delaying or preventing the performance of the Services despite having been granted a reasonable grace and cure period, the Company shall be free to use the Products specified for the performance of the Services for other purposes while the Agreement shall remain in force and effect, provided that, in case of continuation of ongoing project performance, the Company may decide to use the Products for the performance of the Services within a reasonable time period in its sole discretion.

    4.2.    If the Customer caused any delays, the Company shall also be entitled to store the Products on their premises while insisting on performance of the Agreement. In consideration thereof, the Company shall be entitled to a reasonable storage charge.

    4.3.    This shall not affect the Company’s right to demand immediate payment for all Products delivered and/or Services performed and to terminate this Agreement upon writing to the Customer with immediate effect after having granted the Customer a reasonable grace and cure period.

  • 5. Terms of Payment

    5.1.    Unless otherwise agreed to in writing by the Company, invoices issued by the Company are due and payable by the Customer for Products and Services within fourteen (14) days from receipt of the invoice.

    5.2.    The Customer shall make payments by check, wire transfer or as agreed by the parties otherwise in U.S. dollars to the account indicated on the invoice without an offset and the Company shall not be required to incur any expense to receive timely payment in full as required by this Agreement. Payments by check shall be subject to collection and shall be received by the Company within said period in section 5.1 above. In the event of returned checks, the Company shall be entitled to charge a twenty-five U.S. dollars ($25) processing fee.

    5.3.    Any entitlement to a cash discount shall be subject to prior written consent of the Company.

    5.4.    The Company may without notice change or withdraw extensions of credit at any time. If the Company ceases to extend credit terms before shipment, the Customer's sole remedy shall be cancellation of its order. If the Customer does not receive notice before shipment, its sole remedy shall be rejection of the Products immediately upon delivery.

    5.5.    If the Customer fails to make payment on or before the date required, the Customer shall pay interest to the Company at the rate of one point five (1.5%) percent per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The specification or charging of interest shall not be deemed an agreement to extend credit. The Customer shall reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms and Conditions or at law (which the Company does not waive by the exercise of any rights hereunder), the Company shall be entitled to suspend the delivery of any the Products or the rendering of any Services if the Customer fails to pay any amounts when due hereunder and such failure continues for fourteen (14) days following written notice thereof. Furthermore, in any such case the Company shall be entitled to declare all claims for Services already performed in the course of the current business relationship with the Customer due for immediate payment. Moreover, any special benefits (discounts, price reductions, etc.) granted by the Company shall become forfeited and the corresponding amounts will be invoiced.

    5.6.    If the Customer fails to observe these Terms and Conditions or the terms of any other agreements between the Company and the Customer, or if the Customer becomes insolvent, all balances then due and owing to the Company shall become due immediately, notwithstanding any agreed upon payment periods.  Any Orders that have been confirmed by the Company but not yet filled shall in such cases become cancelable at the sole discretion of the Company.

    5.7.    The Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with the Company, whether relating to the Company’s breach, bankruptcy, or otherwise.

  • 6. Delivery Terms

    6.1.    Unless otherwise provided on the face hereof, all Products furnished hereunder will be shipped EXW (per Incoterm® 2020), as amended from time to time, from the Delivery Location or as otherwise solely determined by the Company and title in, risk of loss, and the right of possession to such Products shall pass to the Customer upon the Company’s delivery to a carrier at the Company’s shipping facility, and the Company is not responsible for damage or loss in transit, regardless of whether or not the Customer may have the right to reject or revoke acceptance of said Products. The Company can arrange for in-transit insurance at the Customer’s expense but will not do so without the Customer’s written instructions. Unless otherwise stated in Agreement documents, all Products will be shipped freight prepaid and billed. Charges for shipping may not reflect net transportation cost paid by the Company. The Company shall be responsible for all import requirements of any country into which it seeks to import the Products. The Company shall be entitled, in its sole discretion, without liability and penalty, to make partial deliveries or deliveries prior to the agreed-upon delivery date, provided that the Company notifies the Customer of the same. Each shipment will constitute a separate sale, and the Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Customer’s Order.

    6.2.    Notwithstanding Section 6.1, regarding Products that need to be installed by the Company, title shall pass to the Customer upon installation of the Products.

    6.3.    The Products shall be packaged as stated in the Company’s order confirmation. Packaging will be charged by the Company at the lowest price possible unless packaging has been included in the price. The Customer shall be exclusively responsible for, and shall provide the Company with, any information necessary to comply with special labeling requirements applicable at the Customer’s place of business. The Company is not bound to organize export clearance.

    6.4.    Subject to the Company's available facilities at the shipping point, the Company shall determine the type of transportation (including transportation methods and routes) and shall notify the Customer thereof at the time the Customer places each Order unless the Company and the Customer agree otherwise. Any additional expense associated with the method or route of shipment specified by the Customer and agreed upon by the Company will be borne by the Customer. The Company or its agent may select any commercial air, ship, motor or rail carrier or any combination thereof for the transportation of the Products. The Company will make deliveries of the Products in the quantities ordered as near as reasonably possible to the Customer's requested delivery dates.

    6.5.    The Company shall use its reasonable efforts to deliver the Products to the Customer by the agreed date or to render the Services by the agreed date if the Company has agreed to such date in writing.  However, time shall not be of the essence. Except in cases of the Company’s willful misconduct or gross negligence, the Company shall not be liable to Customer for delays in delivery, loss, or damage to Products while in transit, irrespective of whether the Company or the Customer determined the mode of transportation, or delays in completion of the agreed upon Services.

    6.6.    If the shipping is delayed by the fault of the Customer, the Company shall be entitled to arrange for insurance against all relevant risks at the expense of the Customer. Further, if the shipping is delayed by fault of the Customer, the Company shall be entitled to charge for storage costs. The Customer may be also charged for any demurrage fees, and trucking and other expenses caused by or incidental to any delays due to the fault of the Customer or made for the convenience of the Customer beyond the scheduled shipping date.

    6.7.    In cases of deliveries of Products manufactured to the Customer’s specification (“Special Orders”) and unless otherwise agreed to in writing, all tools, drawings, samples, models, plans, blueprints or other devices and/or documents used and/or developed by the Company (the “Tools”) in order to fulfill any Order or Special Order are the property of the Company, even if the cost of development and/or manufacturing of such tools, models, plans, blueprints or other devices and/or documents was wholly or partially borne by the Customer.

  • 7. Inspection and Rejection of Nonconforming Products

    7.1.    The Customer shall inspect the Products within five (5) days of receipt (“Inspection Period”). The Customer will be deemed to have accepted the Products unless it notifies the Company in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as required by the Company. “Nonconforming Products” means only the following: (i) product shipped is materially different than identified in the Customer’s Order; or (ii) Product's label or packaging incorrectly identifies its contents.

    7.2.    If the Customer timely notifies the Company of any Nonconforming Products, the Company shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the purchase price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by the Customer in connection therewith. After written confirmation by the Company, the Customer shall ship, at its expense and risk of loss, the Nonconforming Products EXW (per Incoterm® 2020), as amended from time to time, to the Delivery Location. If the Company exercises its option to replace Nonconforming Products, the Company shall, after receiving the Customer’s shipment of Nonconforming Products, ship to the Customer, at the Company’s expense and risk of loss, the replaced Products. 

    7.3.    The Customer acknowledges and agrees that the remedies set forth in Section 7.2 are the Customers exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 7.2, all sales of the Products to the Customer are made on a one-way basis and the Customer has no right to return the Products purchased under this Agreement to the Company. 

  • 8. Termination

    8.1.    In addition to any other remedies that the Company may have, the Company may terminate this Agreement with immediate effect upon written notice to the Customer, if the Customer: (i) fails to pay any amount when due under this Agreement and that failure fourteen (14) days after the Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any terms under this Agreement, in whole or in part; (iii) becomes insolvent, (vi) calls a meeting of its creditors, or (v) makes any assignment for the benefit of creditors, or if (vi) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against the Customer.

    8.2.    In each such occasion, the Company may, at its sole discretion, opt to (1) cancel this and any other Agreement with the Customer (without waiving any of the Company's rights to pursue any remedy against the Customer); (2) claim return of any Products in the possession of the Customer, the title of which has not passed to the Customer, and enter the Customer’s premises (or the premises of any associated company or agent where such Products are located), without liability for trespass or any alleged damage, to retake possession of such Products; (3) defer any shipment hereunder; (4) declare forthwith due and payable all outstanding invoices of the Customer under this or any Agreement; and/or (5) sell all or part of the undelivered Products, without notice at public and/or on private sale, while the Customer shall be responsible for all costs and expenses of such sale and be liable to the Company for any shortfall in the discharge of the amounts due to the Company.

  • 9. Assignment and Security Interest

    9.1.    As security for the timely payment and performance of all Customer’s obligations to the Company, the Customer hereby agrees that it will transfer and assign all rights, title, and interest it has against the insurance of any carrier selected by Customer for the delivery of the Products, in the event the Products are damaged in whole or in part during transit. 

    9.2.    As collateral security for the payment of the purchase price of the Products, the Customer hereby grants to the Company a lien on and security interest in and to all of the right, title, and interest of the Customer in, to, and under the Products, 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 New York Uniform Commercial Code.

  • 10. Product and Service Warranty and Limitations

    10.1.    The Company warrants solely to the Customer that for the warranty period, as shown per each Product on the Website (each, a “Product Warranty Period” and collectively, “Product Warranty Periods”), the Products will be free from defects in materials and workmanship under normal use and will materially conform to the Company’s published or agreed upon specifications of the Products in effect as of the date of the Purchase Order confirmation. Notwithstanding the foregoing, the Company retains its right to deviate from its published specifications due to the latest innovations of the Products.

    10.2.    The Company shall not be liable for a breach of the warranty set forth in Section 10.1 unless: (i) the Customer gives written notice of the defect, reasonably described, to the Company within five (5) days of the time when the Customer discovers or ought to have discovered the defect; (ii) the Company is given a reasonable opportunity after receiving the notice to examine such Products and the Customer (if requested to do so by the Company) returns such Products to the Company’s place of business at the Company’s cost for the examination to take place there; and (iii) the Company reasonably verifies the Customer’s claim that the Products are defective.

    10.3.    The foregoing warranty is subject to the proper storage, transportation, and use of the Products, and does not include defects due to normal wear and tear or deterioration. The Company further does not warrant: (a) defects caused by failure to provide suitable installation site/environment for the Products, (b) damage caused by use of the Products for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood, wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by the Customer, including improper installation, improper commission, use or maintenance; (f) Products which have been damaged, altered, repaired by the Customer or its customers without the prior written consent of the Company, (g) failure to follow the Company’s oral or written instructions, if any, or (h) failure to follow any Company guidelines or instructions.

    10.4.    The Customer shall be solely responsible for determining the suitability and compatibility of Customer’s methods, processes, designs, and materials used with the Products, and the suitability of the Products for the Customer’s needs and applications. Customer will at all times be responsible for determining the suitability of the Company’s or the Company’s affiliates’ information, review and test results, opinions, processes, products and services for use in the Customer’s own processing and applications, and for identifying and performing to the Customer’s satisfaction all quality control tests, analyses, forecasts, and other tests and examinations necessary to assure that the Customer’s products and services will be safe, acceptable, and suitable for use under end-use conditions.

    10.5.    The Customer shall further be solely responsible to strictly comply with any Federal, State, or local laws, rules and regulations regarding the proper handling, storage, and disposal of the Products together with any other products of the Customer or third parties so that no Hazardous, dangerous, toxic or harmful substance, Material or waste due to its potential harm to the health, safety or welfare of humans or the environment is released. The term “Hazardous Material” means any raw material, product or agent considered hazardous under any state or federal law.

    10.6.    During the Product Warranty Periods, the Customer shall immediately notify the Company in writing of any other defects of the Products and return such defective Products, if the Company so requests in writing, at the Customer’s prepaid expense, including any shipping and handling charges.  Prior to any shipment of a defective Product, the Customer shall contact the Company first at the address provided in 10.16. The Customer agrees to provide full and complete information regarding the circumstances of the defect of the Product, including but not limited to the use of the Product, the conditions the Product was in, and any other information useful to an informed determination by the Company as to the cause of the defect. The Company’s sole obligation under the foregoing warranty is, at the Company’s option and in its sole discretion, (i) to replace the defective the Product (or the defective part) or (ii) to credit or refund the purchase price at the pro rata contract rate. Any replaced Products shall be subject to this warranty following their replacement.  If the Company has received notification from the Customer, and no defects of the Products could be discovered, the Customer shall bear the costs that the Company incurred as a result of the notice. If the Product is determined to be defective, the Company will refund such shipping and handling charges. Any refunds will be processed in due course once the Company has received the defective Product. It shall be in the Company’s sole discretion to determine if the Products (or parts thereof) have a defect. If the Product, however, is determined to be without a defect, further shipping, and handling charges to return the non-defective Product to the Customer will also be borne by the Customer. Complaint and return form can be found at and is to be used by the Customer. 

    10.7.    With respect to orders made to custom, any defects of the Products caused by the Customer’s specifications are excluded from the warranty set forth in 10.1. 

    10.8.    The Company also makes no warranty that the Products manufactured under an order made to custom do not infringe the intellectual property or other proprietary rights of any third party and the Customer is solely responsible for assuring that such Products do not so infringe.

    10.9.    The “Product Warranty Periods” continue to be in effect, as seen on the Website, from the date of delivery to Customer. The “Product Warranty Period” shall be suspended for the time of replacement until the replaced product has been returned to the Customer. The burden of proof of the actual presence of a defect during the Warranty Period shall always be borne by the Customer.

    10.10.    To the extent the Customer can be reasonably expected to do so, the Customer shall immediately discontinue any use or processing of a defective Product of performance which might cause further damage or make ascertainment of the cause more difficult or impossible.

    10.11.    The Customer shall make it possible for the Company to ascertain any defect without delay.

    10.12.    The Company does not authorize any person or party to assume or create for it any other obligation or liability in connection with the Products except as set forth herein.

    10.13.    The Company represents and warrants to the Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

    10.14.    The Company shall not be liable for a breach of the warranty unless the Customer gives written notice of the defective Services, reasonably described, to the Company within five (5) business days of the time when the Customer discovers or ought to have discovered that the Services were defective (“Service Warranty Period”).

    10.15.    During the Service Warranty Period, the Company shall, in its sole discretion, either repair or re-perform such Services (or the defective part); or credit or refund the price of such Services at the pro rata contract rate.

    10.16.    All requests and Notices under this Product and Service Warranty shall be directed to:

    asecos Safety and Environmental Protection, Inc.
    Attn. Mr. Sascha Kunkel
    Address: 1152 Industrial Blvd, Louisville, KY 40219, USA
    Phone: +1 (917) 362 5014


    10.18.    Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Products. Third-Party Products are not covered by the warranty, as set forth in Section 10.1.


  • 11. Limitation of Liability



  • 12. Indemnity

    12.1.    The Customer shall defend, indemnify and hold the Company and its shareholders, board members, agents, representatives, employees, officers, related companies, successors and assigns, and other customers (each, an “Indemnified Party”) harmless from and against all claims, costs, expensed, demands, actions, damages, and liabilities (including attorney’s fees, court costs and consequential and incidental damages) (“Losses”), incurred or sustained by an Indemnified Party, resulting from, arising out of or relating to: (i) any injury (including death) to any person or damage to any property in any way connected with any act or omission of the Customer, its agents, or employees, (ii) of loss or damage resulting from the Products and the use thereof, or (iii) any breach or violation of any covenant or other obligation or duty of the Customer under this Agreement or under applicable law, except if the Company acted with gross negligence or willful misconduct. 

    12.2.    If the Customer submitted any design drawings, sketches, illustrations, drawings, or documents (“Customer Documents”) and third-party trademark, patent or any other intellectual property rights are asserted with respect to any such Customer Documents, the Customer shall indemnify the Company and hold the Company harmless against any Losses, incurred or sustained by an Indemnified Party, resulting from, arising out of or relating thereof, except if the Company acted with gross negligence or willful misconduct.

  • 13. Force Majeure

    No 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 of the Customer to make payments to the Company 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, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including Covid-19 related supply shortages, labor and workforce issues, shutdowns, stay-at-home orders or otherwise, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) export or import bans, government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) lack of raw and operating materials, shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of ninety (90) days following written notice given by it under this Section 13, the other party may thereafter terminate this Agreement upon five (5) business days’ written notice.

  • 14. Intellectual Property

    14.1.    The Customer acknowledges the Company and the Company’s parent company are the owners of the brands, trademarks, logos, designs, patents, copyrights, and other intellectual property relating to the Company’s Products, and that no right or license is conveyed by the Company to the Customer to manufacture, have manufactured, modify, import, or copy such Products. The Customer agrees that it will reference brands of the Company, and the Company’s parent company only in connection with the use or sale of Products delivered to the Customer hereunder, and not in connection with the sale of any other product, except as separately authorized by the Company in writing.

    14.2.    Plans, sketches, drawings, cost estimates, and any other documents provided by the Company or created by the Company shall remain the Company exclusive intellectual property. Any such sensitive documents shall be returned to the Company forthwith if no contract is concluded.

  • 15. Patent Indemnity

    15.1.    If a Product delivered by the Company to the Customer becomes or, in the Company’s opinion, may become the subject of any claim, suit or proceeding for infringement of any patent, the Company may at its option and expense (i) obtain for the Customer the right to use, lease or sell the Product, (ii) replace the Product, (iii) modify the Product, or (iv) remove the Product and refund the purchase price paid by the Customer less a reasonable amount for use, damage or obsolescence. The Company will not be liable for any infringement arising from any modification of a Product, from any combination of a Product with any other product(s), or from the use of a Product in practicing a process or unintended applications. The Company’s total liability to the Customer will not, under any circumstances, exceed the purchase price paid for the allegedly infringing Product. The Customer agrees, at its expense, to protect and defend the Company against any claim of patent infringement arising from compliance with the Customer’s designs, specifications, or instructions and to hold the Company harmless from damages, costs, and expenses attributable to any such claim.

  • 16. Confidentiality

    16.1.    All non-public, confidential or proprietary information of the Company, including but not limited to specifications, samples, patterns, designs, plans, sketches, cost estimates, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, and any other documents provided by the Company, created by the Company or disclosed by the Company to the Customer, 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 the Company in writing. Upon the Company’s request, the Customer shall promptly return all documents and other materials received from the Company. The Company 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 the Customer at the time of disclosure; or (c) rightfully obtained by the Customer on a non-confidential basis from a third party. Any confidential information shall be returned to the Company forthwith if no Agreement is entered into. Any confidential information shall only be used for its agreed upon purpose and on a strict need-to-know basis. Confidential information shall not be disclosed to any third parties with the prior written consent of the Company, unless such third parties are not involved in the Agreement.

  • 17. Export Control & Sanction Laws

    17.1.    This Agreement is made subject to any restrictions concerning the export of Products or technical information from the United States or other countries that may be imposed on the Customer from time to time.

    17.2.    The Customer hereby agrees that it will not (i) divert, use, export or re-export any Products or provide any Services contrary to the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control US Department of the Treasury (“OFAC”), or any other governmental entity imposing economic sanctions and trade embargoes (“Sanction Laws and Regulations”); (ii) export, re-export, or provide any Products or Services to any entity or person within or ordinarily resident in Iran, Cuba, Syria, Sudan, North Korea, or Crimea, unless authorized by applicable laws; or (iii) export, re-export, or provide any Products or Services to entities and individuals that are ineligible under United States law to receive such Products, or who are listed on the United States Treasury Department’s Specially Designated Nationals or Foreign Sanctions Evaders List, or on the United States Commerce Department’s Denied Persons List, Entity List, Unverified List or any other applicable sanction or export control list (each, an “Embargoed Target”).

    17.3.    The Customer further understands that certain transactions of the Company are subject to export control laws and regulations, including but not limited to the UN, EU and the USA export control laws and regulations ("Export Regulations"), which prohibit export or diversion of certain products and technology to certain countries.

    17.4.    The Customer hereby warrants that it is not an Embargoed Target or has violated any Sanction Laws and Regulations and/or Export Regulations.

    17.5.    In the event of any breach or inaccuracy of any representation, warranty, covenant, obligation, or other provision of this Section 17 as reasonably determined by the Company, the Company shall have the right to take any one or more of the following actions, in its sole and absolute discretion, without prior notice to the Customer, and without penalty or liability to the Company:  (i) reject any Orders, cancel any pending Orders, or cancel any Orders accepted but not shipped or delivered; (ii) recall, reverse, or otherwise cancel Orders shipped by the Company that are in transit and instruct the carrier of the Products to return the Products to the Company or another designation determined by the Company; (iii) void all warranties with respect to Products delivered to the Customer, in which event all warranties regarding all such Products shall be deemed null and void and of no force nor effect including, without limitation, any warranties under the Section of these Terms and Conditions entitled “Limited Warranty”; (iv) charge to the Customer all costs and expenses incurred or to be incurred by the Company as a result of, directly or indirectly, the Company’s exercise of any of its rights or remedies under this Section, in which event the Customer immediately shall pay to the Company all such costs and expenses upon demand by the Company; or (v) exercise any or all other rights or remedies of the Company under applicable law, at equity, pursuant to these Terms and Conditions or the Agreement. In addition, the Customer shall indemnify, reimburse, and hold harmless the Company for, from, and against any and all claims, actions, lawsuits, proceedings, damages, losses, OFAC and any government entity sanctions, penalties, fines, costs, and expenses (including, without limitation attorney fees, costs, and expenses), resulting from or connected with, directly or indirectly, any breach or inaccuracy of any representation, warranty, covenant, obligation, or other provision of this Section 17.

  • 18. Copyright

    The content and structure of the Company’s Website are protected by copyright. Copying or reproduction of information or data, particularly the use of texts, sections of text, or images, requires the prior consent of the Company.

  • 19. Privacy Policy

    The Company’s Privacy Policy governs the processing of all personal data collected from the Customer in connection with the Customer’s purchase of Products or Services through the Website. Please see the detailed Privacy Policy on the Website under

  • 20. Dispute Resolution

    20.1.    Any controversy or claim arising out of or relating to this Agreement, or the negotiation or breach thereof, shall be exclusively settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”).  The award shall be final and binding.  Judgment upon the award rendered by the arbitrator or the arbitrators may be entered in any court having jurisdiction thereof.   The arbitration shall be held in New York, New York, shall be conducted in the English language, and shall be conducted (i) if the amount in dispute is less than $250,000.00, before a single arbitrator mutually agreeable to the Company and the Customer, or if no agreement can be reached, then selected by the AAA, or (ii) of the amount in dispute is $250,000.00 or more, before three (3) arbitrators. The arbitrator(s) shall make detailed findings of fact and law in writing in support of his, her or their decision, and shall award reimbursement of attorney’s fees and other costs of arbitration to the prevailing party, in such manner as the arbitrator shall deem appropriate.  In addition, the losing party shall reimburse the prevailing party for reasonable attorneys’ fees and disbursements, the costs of the arbitration (including but not limited to the fees and expenses of the arbitrator and expert witnesses) and the costs incurred by the prevailing party in successfully seeking any preliminary equitable relief or judicially enforcing any arbitration award.

  • 21. Governing Law

    21.1.    This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or nay other jurisdiction) thereof or the UN Convention on Agreements for the International Sale of Products of 1980.

  • 22. Severability

    22.1.    If any provision contained in this Agreement is held to be invalid, illegal, or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal, and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

  • 23. Notices

    23.1.    All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the sales order confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

  • 24. Miscellaneous

    24.1.    In the event of a violation or threatened violation of the Company’s proprietary rights, the Company shall have the right, in addition to such other remedies as may be available pursuant to law or this Agreement, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that the Company would suffer irreparable harm. 

    24.2.    The Customer shall comply with all applicable laws, regulations, and ordinances. The Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. The Company may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Products.

    24.3.    The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.

    24.4.    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.

    24.5.    No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    24.6.    This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

    24.7.    This Agreement, including any exhibits, or schedules, if any, contains the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements between them, whether oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement is binding upon the parties hereto, their successors and permitted assigns. 

    24.8.    These Terms and Conditions are subject to change by the Company without prior written notice at any time, in the Company’s sole discretion. The latest version of these Terms and Conditions will be posted on the Company’s website under and the Customer shall review these Terms and Conditions before purchasing any Products or Services from the Company. 

    24.9.    Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: 1.3, 3.1, 4, 6.5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17.5, 20.1, 21,1, 24.2, 24.6, and 24.7.

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