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Terms And Conditions

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TERMS AND CONDITIONS OF SALE

ALL QUOTATIONS ARE OFFERED, AND ALL PURCHASE ORDERS ARE ACCEPTED AND FULFILLED, BY HULTEC UPON THE FOLLOWING TERMS AND CONDITIONS. NO DOCUMENT OR COMMUNICATION RECEIVED FROM OR ON BEHALF OF A BUYER WILL MODIFY THESE TERMS AND CONDITIONS AND ANY TERMS AND CONDITIONS IN ANY SUCH DOCUMENT OR COMMUNICATION ARE HEREBY EXPRESSLY REJECTED. BUYER’S SUBMISSION OF A PURCHASE ORDER OR SIMILAR DOCUMENT OR ANY COMMUNICATION REQUESTING PRODUCTS AND/OR SERVICES FROM HULTEC SHALL CONFIRM BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1. Definitions.

  • “Buyer” means the Person to which Hultec is selling Products or providing Services under the Contract.
  • “Contract” means the agreement between Buyer and Hultec that governs the purchase and sale of Products and/or Services by Hultec to Buyer. These Terms, the Quotation (if one is issued by Hultec), any purchase order acknowledgement (if one is issued by Hultec), and Buyer’s purchase order (except to the extent that it conflicts with these Terms, the Quotation, and/or the order acknowledgement) collectively constitute the Contract.
  • “Person” or “Persons” means (whether or not capitalized) an individual, corporation, business trust, estate, trust, partnership, association, joint venture, or other legal or commercial entity. This term also includes a government or governmental subdivision, agency or instrumentality.
  • “Product” or “Products” means the equipment, parts, materials, supplies, and other goods that Hultec has agreed to sell, or otherwise supply, to Buyer under the Contract.
  • “Quotation” means the document prepared by Hultec identifying the Products and Services, together with any quantity, price, delivery schedule, and/or other terms and conditions (in addition to or different from these Terms), offered by Hultec for sale to Buyer. A Quotation that incorporates these Terms by reference shall be deemed to include these Terms, whether or not Hultec provides a complete copy of these Terms to Buyer with the Quotation, with a purchase order acknowledgement, or with an invoice. Where there is a conflict between these Terms and other provisions of the Quotation, the Quotation shall control.
  • “Service” or “Services” means the services that Hultec has agreed to provide to Buyer under the Contract.
  • “Hultec” means the Hultec entity or entities – whether [Hultec TopCo, LP] (“Hultec”) and/or any of its subsidiaries, including without limitation, S&B Technical Products, Inc. (in its own right or d/b/a Maloney Technical Products) and Terramix S.A. – supplying Products and/or providing Services to Buyer under the Contract.
  • “Terms” means these Terms and Conditions of Sale

2. Contract Formation.

  • No agreement or understanding, oral or written, purporting to modify these Terms shall be binding on Hultec unless it is made in a writing signed by Hultec that specifically states that it is a modification of these Terms. No course of dealing, usage of trade, or course of performance shall be relevant to explain or supplement any of these Terms. If these Terms are deemed an offer, Buyer’s acceptance of Hultec’s offer is expressly limited to acceptance of these Terms. Neither the acknowledgement nor the fulfillment of Buyer’s purchase order shall constitute acceptance of any of Buyer’s terms and conditions and shall not modify or amend these Terms. Buyer’s purchase order for the purchase of Products and/or for the performance of Services shall constitute Buyer’s confirmation of its acceptance of these Terms. Any terms and conditions contained in a purchase order, other document or other form of communication from Buyer that are additional to or different from these Terms shall be deemed rejected by Hultec, unless expressly accepted in writing by Hultec. Alternatively, if these Terms are deemed to be a response to, an acceptance of, or a written confirmation of, Buyer’s offer, whether provided in the form of a purchase order or otherwise, Hultec’s acceptance is expressly conditioned upon Buyer’s acceptance of these Terms. Buyer’s acceptance of Products supplied and/or sold to Buyer by Hultec shall constitute Buyer’s express acceptance of these Terms. All proposals, negotiations and representations, if any, made prior to or with reference hereto are hereby superseded by these Terms. References in this Section to “these Terms” shall be deemed to mean these Terms and the Quotation if Hultec has issued a Quotation.

3. Acceptance of Purchase Orders.

  • No Buyer purchase order, communication or other document shall be binding on Hultec until accepted in writing by Hultec, and Hultec shall have no liability to Buyer with respect to any purchase orders, communication or other documents that are not accepted for any reason, including, but not limited to, failure to meet credit approval. Hultec’s acknowledgement of a Buyer purchase order, communication or other document shall not constitute Hultec’s acceptance of that purchase order, communication or other document. Shipment against a purchase order shall be deemed to constitute Hultec’s acceptance thereof, subject to these Terms. All purchase orders shall be subject to these Terms, whether or not the purchase orders so state. Purchase orders accepted by Hultec may not be cancelled or modified by Buyer without the prior written consent of Hultec. In the event Hultec has accepted Buyer’s purchase order in writing, Buyer may not change its purchase order unless Hultec accepts in writing any change(s) requested by Buyer (whereby Hultec reserves the right to revise the price and delivery schedule).

4. Quotations.

  • Quotations shall expire and shall be void thirty (30) days from date of the Quotation, unless otherwise specified in the Quotation. Hultec may, in its sole discretion, extend the expiration date of any Quotation in writing. The Quotation may be modified or withdrawn by Hultec at any time before Hultec’s receipt of Buyer’s conforming acceptance; provided, however, Hultec reserves the right upon written notice to Buyer to correct any typographical or clerical errors made in any Quotation before or after receipt of Buyer’s conforming acceptance (whereby, if exercised by Hultec, Hultec shall provide Buyer an opportunity to accept or reject Hultec’s corrected offer). Prices set forth in Quotations are subject to change in accordance with Section 6 “Prices and Price Changes.”

5. Designs, Dimensions, Weights and Other Technical Information.

  • Due to normal Product changes, the designs, dimensions, materials, components, weights, performance parameters and other technical characteristics and descriptions shown in printed and electronic catalogs, websites, and other media made available by Hultec to Buyer are subject to variation. Hultec further reserves the right to change or modify the designs, construction or other specifications of any Products without incurring any obligations to notify the Buyer, or provide, furnish or install such changes or modifications on Products previously sold or subsequently sold. If complete accuracy is required for an application, Buyer must request additional information or certification from Hultec prior to or contemporaneous with Buyer’s purchase order or initial request for Products.

6. Price and Price Changes.

  • Price. The price of Products or Services (“Offerings”) sold pursuant to the Contract shall be as set forth in the Quotation. If price is not specified in the Quotation, price shall be based upon Hultec’s prices in effect at the time of shipment. Published prices are for Hultec’s current Offerings, and are based on, in the case of Products, current standard design and construction from standard materials. Variation from current Offerings requires special pricing. Hultec reserves the right at any time, without notice and without incurring any obligation, to discontinue and withdraw any Offerings from sale, to make changes in the design of Offerings, and/or to add improvements to Offerings. Hultec reserves the right to discontinue any price advances, discounts, extras and other terms and conditions related to price without notice. Unless otherwise provided in the Quotation, price is based on delivery in accordance with Section 9 “Delivery, Title Transfer, Risk of Loss or Damage, Inspection and Packaging.” Prices include Hultec’s standard packing.
  • Price Changes.
    • Hultec may change price set forth in a Quotation at any time upon notice to Buyer, except where (a) the Hultec has expressly stated in the Quotation that a price is firm and has expressly stated the period during which the price will be held firm, in which case the price shall remain firm during such period and (b) subsubsection (ii) below does not apply.
    • In response to the following changes increasing Hultec’s costs, effective upon notice to Buyer, Hultec may unilaterally change the price applicable to (i) an issued Quotation, even if the Quotation specifies that price is firm and/or (ii) a Contract between the parties: (a) changes in Buyer’s specifications, quantities ordered, shipment arrangements and other Buyer requests, including, but not limited to, requests requiring or involving performance of overtime work, special packaging, engineering services, obtaining special certificates related to quality review, or preparation of documentation; (b) changes in freight rates and other transportation related expenses; (c) changes in applicable laws, including, but not limited to, conditions described in Section 7 “Taxes, Duties and Fees”; and (d) changes in Hultec’s cost of production, such as in the cost of raw materials, components, and/or labor.
  • Services. Services prices are based on ten (10) hour workdays, Monday through Friday. Overtime and Saturday hours will be billed at one and one half (1.5) times the normal business hour hourly rate. Sunday hours will be billed at two (2) times the normal business hours hourly rate; holiday hours will be billed at three (3) times the normal business hours hourly rate.

7. Taxes, Duties and Fees.

  • Buyer shall be responsible for all taxes, duties, fees or other charges of any kind (excluding taxes on Hultec’s net income, but including, without limitation, any manufacturer’s tax, retailers’ occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, value added tax, or any other tax, fee or charge of any nature whatsoever), and any increase in the same, imposed by any governmental authority against Buyer, Hultec or Hultec’s suppliers and/or contractors, based upon the Contract between Hultec and Buyer, and whether related to the production, sales, distribution, importation or delivery of Products, the furnishing of Services, or any other element of Hultec’s performance under the Contract, or the performance of a Hultec supplier or contractor in support of the Contract (“collectively, “Taxes”). In the event that Hultec, whether directly or indirectly through one or more of its suppliers and/or contractors, is required to pay any such Taxes, regardless whether such Taxes are imposed before or after Hultec’s delivery of the Products and/or Buyer’s payment under the Contract, Buyer shall reimburse Hultec for the payment of such Taxes. Hultec may add the amount of Taxes to be reimbursed to the price of the Product or Service or invoice it separately, at Hultec’s election. In lieu of such reimbursement, Buyer may provide Hultec, at the time the order is submitted, with an exemption certificate or other document acceptable to the authority imposing such Taxes. If Hultec’s prices include or are intended to cover any Taxes, any increase in such taxes, duties and/or fees shall be the basis for a price adjustment.

8. Credit Approval and Terms of Payment.

  • Credit Approval. All sales and shipments of Products and provision of Services to Buyer shall be subject at all times to credit approval by Hultec. Buyer agrees that Hultec may request a credit or other consumer report in connection with such credit approval. Buyer hereby fully and unconditionally authorizes Hultec to seek such credit or other consumer reports as Hultec deems necessary in connection with the Contract. This authorization is a complete consent by Buyer under all applicable laws and may be relied upon by any third party in connection with Hultec’s request of credit or other consumer reports contemplated in this subsection.
  • Payment Terms. Unless otherwise agreed in writing by Hultec, invoices issued by Hultec to Buyer shall be paid in cash in full no later than thirty (30) days from the date of invoice. Time for payment is of the essence. Payment may be made by cash, check, wire transfer, or ACH.
  • Currency. Buyer must pay all amounts due in U.S. Dollars unless otherwise agreed in writing by Hultec. If the currency conversion rate utilized by Buyer in making any payment results in the payment of an amount less than the full amount due in U.S. Dollars for any reason (including, without limitation, a change in the exchange rate between the conversion date and date of actual payment), Buyer shall pay any such shortfall to Hultec immediately upon Hultec’s demand.
  • No Set-Off. Buyer shall not apply any deduction, whether by way of set-off, counterclaim, discount or otherwise, to the price of Products or any payment owed by Buyer to Hultec. Hultec is entitled to payment in full for Products sold or supplied and Services provided to Buyer by Hultec.
  • Payment Default. If Buyer defaults in any payment when due, or in the event that any voluntary or involuntary bankruptcy or insolvency proceedings involving Buyer are initiated by or against Buyer, then the whole Contract price shall immediately become due and payable upon demand, or Hultec, at its option and without prejudice to its other lawful remedies, may defer delivery or cancel the Contract. Where delivery is deferred, and Hultec does not demand immediate payment of the full Contract price, pro-rata payments shall become due as shipments are made.
  • Buyer Financial Condition. If, during the period of performance of the Contract, the financial condition of Buyer is determined by Hultec not to justify the terms of payment specified, Hultec may demand full or partial payment in advance before performing (or continuing to perform) under the Contract, or satisfactory security or guarantees that invoices will be promptly paid when due, or, at its option, without prejudice to other lawful remedies, may defer delivery or cancel the Contract.
  • Delay. If delivery is delayed by Buyer, which delay must be consented to in writing by Hultec, Hultec may store the Products in accordance with subsection 9(g) “Storage” and Hultec may submit a new estimate of cost for completion based on prevailing conditions. Invoices shall be issued, and payments due in accordance with this Section 8, beginning on the date on which Hultec is prepared to deliver the Products to Buyer. Storage of any Products pursuant to this subsection shall be at the Buyer’s risk and expense as provided in subsection 9(g) “Storage.” If manufacture is delayed by Buyer for any cause, a partial payment based upon the proportion of the order completed shall become due from the date on which Hultec is notified of the delay.
  • Late Payment Charge. Any payment owed by Buyer that is not paid when due shall bear interest at a rate to be determined by Hultec, which shall not exceed the maximum rate permitted by law, from the date on which the payment is due until it is paid.
  • Exceptions. Hultec may make exceptions to the payment terms set forth in this Section or apply different terms and conditions if Hultec specifies such exception or different terms and conditions in Hultec’s Quotation or other notice provided by Hultec to Buyer prior to Hultec’s receipt of Buyer’s purchase order. In no event shall any purchase order, terms or other document submitted or provided by Buyer to Hultec be binding on Hultec unless it has expressly agreed to such in writing.
  • Cost of Collection. Buyer shall be responsible and liable for paying all costs and expenses associated with any collections and related efforts (including without limitation reasonable attorneys’ fees and costs).

9. Delivery, Title Transfer, Risk of Loss or Damage, Inspection and Packaging.

  • Delivery – U.S. Buyer. For sales in the U.S. that do not involve export from the U.S., Hultec shall deliver Products to Buyer EXW Hultec’s U.S. point of shipment (Incoterms® 2020). The point of shipment shall be Hultec’s warehouse or other facility that Hultec designates at its sole discretion as point of shipment from time-to-time
  • Sales Involving Exports from U.S.
    • Delivery – U.S. Buyer; Subsequent Drop Shipment to Location Outside U.S. For sales in the U.S. to a U.S. Buyer that involve drop shipment at Buyer’s request and/or on Buyer’s behalf to a location outside the U.S., Hultec shall deliver the Products to Buyer EXW Hultec’s U.S. point of shipment (Incoterms® 2020). The point of shipment shall be Hultec’s warehouse or other facility that Hultec designates at its sole discretion as its point of shipment from time-to-time. Buyer is responsible for all transportation charges incurred after delivery of the Products to the carrier or Buyer at the point of shipment and shall reimburse Hultec for any transit insurance or freight pre-paid for the Products by Hultec. Buyer shall bear the risk of loss and/or damage in transportation. Buyer is responsible for filing any export documents required for export from the U.S.
    • Delivery – Non-U.S. Buyer; Routed Export Transactions. For sales in the U.S. to a non-U.S. Buyer, Hultec shall deliver Products to Buyer’s freight forwarder EXW Hultec’s U.S. point of shipment (Incoterms® 2020). The point of shipment shall be Hultec’s warehouse or other facility that Hultec designates at its sole discretion as its point of shipment from time-to-time. In a “Routed Export Transaction,” as defined in the U.S. Census regulations, 15 CFR §30.3, where Buyer is a non-U.S. entity, Buyer shall authorize Buyer’s designated freight forwarder or Hultec to facilitate the export of the Products from the U.S. and to prepare and file export documentation with respect to such export transaction (hereafter, to “Facilitate the Export”). If Buyer authorizes its designated freight forwarder to Facilitate the Export, Buyer’s freight forwarder shall provide Hultec with a copy of the final export documentation and proof of filing. If Buyer authorizes Hultec to Facilitate the Export, Buyer shall cause Buyer’s freight forwarder to provide Hultec the information needed by Hultec to Facilitate the Export. Buyer shall give timely notice to Hultec identifying whom it has designated to Facilitate the Export.
  • Delivery Dates. Delivery dates are approximate, are not guaranteed and are based upon prompt receipt by Hultec from Buyer of all necessary shipping and other information. Hultec may deliver in advance of the delivery schedule. Hultec reserves the right to make delivery in installments, with all installments to be separately invoiced and paid for by Buyer when due per invoice, without regard to subsequent deliveries. Delivery of the Products to a commercial carrier at the shipping point shall constitute delivery to Buyer.
  • Title Transfer. Title to Products shall pass to Buyer upon the earlier of delivery of the Products to the carrier or Buyer at the point of shipment in accordance with subsection (a) “Delivery – US Buyer” above, except that, for Routed Export Transactions, title shall transfer to Buyer upon delivery to Buyer’s designated freight forwarder. Subject to applicable law, Hultec, upon notice to Buyer, may retain title to the Products until such time as Hultec receives payment in full from Buyer.
  • Risk of Loss or Damage. Risk of loss and/or damage shall pass to Buyer upon delivery in accordance with subsection (a) “Delivery – US Buyer” above, except that, for Routed Export Transactions, risk of loss and/or damage shall pass upon delivery of the Products to Buyer’s designated freight forwarder. In the event of a loss or damage event with respect to which Buyer asserts a claim against the carrier, Hultec will reasonably cooperate with Buyer, at Buyer’s expense, in attempting to resolve the claim.
  • Storage. In the event that Buyer is unable to accept delivery of the Products at time of shipment, Hultec shall invoice Buyer for the full purchase price as if shipment had been made on the date on which Hultec is prepared to deliver the Products and: (i) if Hultec is able to store such Products in its own facilities, Buyer will pay Hultec the reasonable handling and storage charges for the period of such storage, or (ii) if Hultec is unable to store such goods at its own facility, Hultec reserves the right to arrange handling and storage in a suitable bonded warehouse for Buyer at Buyer’s expense. In cases where handling and storage become necessary, it shall be Buyer’s responsibility to notify Hultec when shipment is to be made. Hultec will make necessary arrangements for shipment at Buyer’s expense.
  • Overruns. Buyer agrees to accept overruns of up to ten percent (10%) of the quantity of Products ordered in Buyer’s purchase order on “made-to-order” Products. Any such additional Products shall be priced at the price charged for the specific quantity ordered.
  • Inspection. Buyer shall inspect and accept or reject the Products delivered pursuant to the Contract promptly after Buyer receives such Products. In the event that Buyer believes the Products do not comply with the applicable specifications agreed between Buyer and Hultec in writing, Buyer shall notify Hultec of such noncompliance in writing (the “Noncompliance Notification”), and that Noncompliance Notification must list each Product at issue with a detailed description of the specification(s) with which such Product failed to comply. Buyer shall be deemed to have accepted all Products delivered to Buyer and to have waived any potential noncompliance with those Products if Hultec does not receive a Noncompliance Notification from Buyer within fifteen (15) days after Buyer receives the applicable Products. Hultec shall have the right, at its option, to inspect any Products listed in the Noncompliance Notification (in any reasonable manner, including without limitation in-person or via photos or video) to confirm that such Products are not in compliance. If Hultec waives its right to inspect or confirms that Products are not in compliance, Hultec shall have a reasonable opportunity to correct any such noncompliance. In no event shall Hultec be liable for any loss of or damage to the Products resulting from Buyer’s failure to properly and adequately secure and store the Products at the delivery location.
  • Packaging. Hultec will decide how to pack and ship unless specific written instructions are given by Buyer and accepted by Hultec. Additionally, if requested in writing by Buyer and agreed by Hultec, special export packaging, which includes extra packaging, full crates, corrosion protection, and heat-treated lumber, can be included for an additional amount based on Hultec’s rates current at the time costs are incurred. Hultec will not provide special packaging unless requested in writing by Buyer and agreed by Hultec.
  • Special Charges. Hultec may charge Buyer, and Buyer shall be responsible for payment of, special charges for any of the following requests, if such requests are accepted in writing by Hultec: (a) delivery outside of normal lead times; (b) emergency after-hours services; and (c) orders for quantities below standard minimum order value. Special charge amounts shall be Hultec’s rates current at the time the costs are incurred by Hultec.

10. Buyer Responsibilities.

  • Buyer shall provide Hultec ready access to the site where any Services are to be performed and adequate workspace and facilities to perform the Services. Buyer shall not require Hultec or its employees, as a condition to site access or otherwise, to further agree or enter into any agreement that waives, releases, indemnifies or otherwise limits any rights or expands any obligations of Hultec whatsoever. Any such agreement shall be null and void. Buyer shall inform Hultec, in writing, at the time of order placement, of any known hazardous substance or condition at the site, including, but not limited to, the presence of asbestos or asbestos containing materials, and shall provide Hultec with any data reasonably requested by Hultec regarding same. Buyer shall appoint a representative familiar with the site and the nature of the Services to be performed by Hultec to be present at all times that Hultec personnel are at the site. Hultec shall not be liable for any expenses incurred by Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyer’s building structure that restricts Hultec access or ability to perform the Services. Buyer’s personnel (and subcontractors, if applicable) shall cooperate with and provide all assistance reasonably requested by Hultec. Hultec shall not be liable or responsible for any work performed by Buyer. Hultec may suspend or terminate Services, at its sole discretion, without liability to Buyer if Buyer fails to meet its obligations hereunder or Hultec, in its sole discretion, determines that continuing to provide Services to Buyer represents an unsafe or hazardous condition for Hultec’s employees.

11. Force Majeure.

  • Excused Performance. Hultec shall not be liable for any ordinary, incidental, special or consequential loss or damage as a result of Hultec’s delay in or failure of delivery, or installation of Products or performance of Services due to (i) any cause beyond Hultec’s reasonable control, (ii) an act of God, nature, act of Buyer, embargo or other government act, authority, regulation or request, fire, flood, the public enemy, theft, explosion, accident, strike, slowdown or other labor disturbance, war, armed conflict, act or threat of terrorism, riot, civil unrest, epidemic, energy shortage or delay in transportation, or (iii) inability to obtain or delay in obtaining or reduced availability (in the normal manner and from the usual source) of necessary labor, materials, components, license or facilities (each, a “Force Majeure Event”). Should any Force Majeure Event occur, Hultec, at its option, may cancel Buyer’s order with respect to any undelivered Products or incomplete Services or extend the delivery date for a period equal to the time lost because of the Force Majeure Event. Notice of such election shall be given promptly to Buyer. In the event Hultec elects to cancel Buyer’s order, Hultec shall be released of and from all liability for failure to deliver the Products or to perform the Services, including, but not limited to, any and all claims on behalf of Buyer for lost profits, or any other claim of any nature which Buyer might have. If shipping or progress of the work is delayed or interrupted by Buyer, directly or indirectly, Buyer shall pay Hultec for all additional charges resulting therefrom.
  • Allocation. If Hultec determines that its ability to meet the demand for products, including the Products, or to obtain labor, materials, components or facilities is hindered, limited or made impracticable due to any Force Majeure Event, Hultec may allocate its available supply of products (without obligation to acquire additional or other supplies of any such products), including the Products, among itself and its buyers on such basis as Hultec determines to be equitable without liability for any failure of performance which may result therefrom.

12. Return of Products and Restocking Charges.

  • No Product shall be returned to Hultec without written authorization and shipping instructions first having been obtained from Hultec. Hultec reserves the right to reject the return of any Products returned by Buyer pursuant to these Terms. All returned Products must be in resalable condition, undamaged, and in standard inventory packages (no partial packaging will be accepted for credit). Products accepted for return by Hultec are subject to a restocking charge, including any applicable freight and/or shipping charges, based upon Hultec’s rates current at the time of the return. Special order items cannot be returned.

13. Cancellation and Change.

  • Cancellation. No purchase order submitted to Hultec may be cancelled by Buyer without the prior written consent of Hultec, which consent will at all times be conditioned on Buyer’s agreement to pay Hultec’s cancellation fee. Unless otherwise agreed upon in writing, the cancellation fee shall be 100% of the invoiced price.
  • Change. No purchase order submitted to Hultec may be changed by Buyer without the prior written consent of Hultec, which consent will at all times be conditioned on Buyer’s agreement to pay Hultec’s change fee. The change fee shall be the greater of $100 or fifteen percent (15%) of the invoice price of the Product or Service. Hultec may change price in accordance with Section 6(b) “Price Changes.” Buyer may not reschedule deliveries, except with (i) written notice having been given to Hultec more than twenty (20) days prior to the latest acknowledged ship date, (ii) Hultec having accepted and agreed upon such rescheduled delivery date, and (ii) an agreement in writing between Buyer and Hultec setting forth the terms by which Buyer indemnifies Hultec for Hultec’s losses resulting from the reschedule. Buyer shall indemnify, defend and hold harmless Hultec for Buyer’s delays.

14. Ownership of Property.

  • Unless otherwise agreed in a written agreement signed by Hultec, all material, equipment, facilities, product samples and special tooling (the meaning of which term includes, but is not limited to, tools, jigs, dies, fixtures, molds, patterns, special taps, special gauges, special test equipment, and manufacturing aids and replacements thereof), used, made, conceived, developed or acquired by Hultec for and/or in connection with the Contract (“Hultec Property”), shall remain the property of Hultec and will vest in and inure to Hultec’s sole benefit. The foregoing shall apply notwithstanding any charges therefore which may have been or may be imposed by Hultec on Buyer. Buyer shall have no claim to, nor ownership interest in, any Hultec Property in whatever form and Buyer shall return any Hultec Property to Hultec promptly upon written request from Hultec. Buyer shall not give, loan, exhibit, sell or transfer any such property or reproduction thereof to any Person who is not authorized by Hultec in writing to receive it and shall not enable such Person to furnish products or parts therefore or services similar to the Products or Services. Unless otherwise set forth in a written and signed agreement between Buyer and Hultec, Buyer’s property held in Hultec’s possession is held at Buyer’s risk and not covered by Hultec’s insurance.

15. Ownership of Intellectual Property and Data.

  • Intellectual Property. All drawings, know-how, designs, specifications, inventions, devices, developments, processes, software, copyrights, trademarks, patents and applications therefore, and other information or intellectual property used, made, conceived, developed or acquired by Hultec in connection with the Contract (whether or not disclosed or otherwise provided to Buyer by Hultec) and all rights therein (collectively, “Hultec Intellectual Property”) will remain the property of Hultec and will vest in and inure to Hultec’s sole benefit and will be kept confidential by Buyer in accordance with these Terms. Buyer shall have no claim to, nor ownership interest in, any Hultec Intellectual Property and any such Hultec Intellectual Property, in whatever form and any copies thereof (including but not limited to product samples), shall be promptly returned to Hultec upon written request from Hultec. Buyer acknowledges that no license or rights of any sort are granted to Buyer hereunder in respect of any Hultec Intellectual Property other than the limited right to use Hultec’s proprietary Products purchased from Hultec. Unless specifically provided for and itemized for payment as agreed to by Hultec, the sale of Products or Services by Hultec to Buyer does not include delivery of any design, development or related services associated with Hultec Intellectual Property. Hultec retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished with the Products and/or Services. Hultec may collect, and will own, any statistics and other information collected about the use and performance of the Products.
  • Data. Buyer acknowledges and agrees to the collection, processing, and international transfer of personal data and information related to the Product(s), Service(s), and/or the business relationship between Buyer and Hultec (“Data”) for Hultec’s general purposes, including, but not limited to, providing Buyer with product/service recommendations, benchmarking, condition monitoring, maintenance and support, and marketing to Buyer (collectively, “Business Purposes”). Hultec shall be the exclusive owner of all Data. Hultec may, but is not required to, anonymize Data so that Buyer is not readily identifiable (the “De-Identified Data”). Hultec shall have the right and ability to use the Data and the De-Identified Data for its Business Purposes. In the event Hultec does not own or is unable to own the Data or the De-Identified Data as a result of applicable law, or contractual commitment or obligations, Buyer grants Hultec a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free license to use, copy, distribute, and otherwise exploit statistical and other aggregated data derived from Buyer’s use of the Data or De-Identified Data for Business Purposes. Buyer further acknowledges that Buyer has read and understood Hultec’s Privacy Notice posted on Hultec’s website. Where required under law, and to the extent required, Buyer provides consent to the processing and transfer according to Hultec’s Privacy Notice, and further confirms that it has obtained consent from relevant data subjects, including Buyer employees, where required.

16. Limited Warranty.

  • Scope and Period.
    • Products. Hultec warrants that the Products shall be delivered free from defects in material, workmanship and title. This warranty shall expire twelve (12) months from first use of the Product or eighteen (18) months from date of shipment, whichever occurs first.
    • Repaired and/or Replaced Products and/or Parts of Products. Hultec warrants that the repaired or replaced Products or parts of Products shall be delivered free from defects in material, workmanship and title. In the case of repaired or replaced Products or parts of Products comprising warranty remedies for Products, this warranty shall expire upon expiration of the warranty period applicable to the Products originally supplied by Hultec. In the case of other repaired or replaced Products or parts of Products, this warranty shall expire twelve (12) months from the date of repair or manufacture of the Products or parts of the Products, whichever occurs first.
    • Services. Hultec warrants that the Services shall be performed in a competent and diligent manner. This warranty shall expire sixty (60) days from the date of completion of such Services.
    • Applicability. This warranty shall apply to any Products bought, acquired, and/or used by Buyer or a Person who acquires the Products from Buyer (a “Transferee”), except that any claim made against Hultec pursuant to this warranty shall be made by Buyer only. Hultec shall not be bound by this Section to satisfy a claim made against Hultec by a Transferee, whether such Transferee is a direct or indirect Transferee of Buyer. Buyer shall provide any Transferee of a Product written conspicuous notice of this Section and Section 17 “Limitations of Remedy and Liability.”
    • Exceptions. The duration of the warranty of certain Products may differ from the warranty duration set forth in subsection (a)(1) “Scope and Period.” Buyer must consult the applicable current Hultec product catalog or internet site or Hultec directly to confirm the applicable warranty period.
  • Remedies.
    • Products. If, prior to expiration of the applicable warranty period set forth in subsection (a)(i) “Scope and Period,” above, any Products shall be proved to Hultec’s satisfaction to be defective or nonconforming with the warranty set forth therein (each, a “Covered Product” or collectively, “Covered Products”), Hultec will, at its sole option, either (1) repair or replace such Covered Products or components thereof, [EXW Hultec’s warehouse or other facility that Hultec designates at its discretion as point of shipment from time-to-time (Incoterms® 2020)], or (2) provide Buyer with a credit in the amount of the purchase price paid for the Covered Products by Buyer. Buyer’s exclusive remedy and Hultec’s sole obligation under this warranty shall be limited to such repair or replacement, EXW warehouse or other facility that Hultec designates at its discretion as point of shipment from time-to-time (Incoterms® 2020), or credit by Hultec, and shall be conditioned upon Hultec’s receiving written notice of any defect and/or nonconformance within a reasonable period of time, but in no event more than thirty (30) days, after it was discovered or by reasonable care should have been discovered. All claims not made in writing and received by Hultec within such thirty (30) day period shall be deemed waived. In no event shall Hultec’s liability for such Covered Products exceed the purchase price paid by Buyer for such Covered Products. With prior approval from Hultec, Buyer shall return the alleged Covered Product or part, freight prepaid, for Hultec’s inspection, and no other Products shall be returned to any Hultec office, warehouse, authorized service center or other facility, without Hultec’s written consent.
    • Repaired and/or Replacement Products and/or Parts of Products. If prior to the expiration of the applicable warranty period set forth in subsection (a)(2) “Repaired and/or Replaced Products and/or Parts of Products” above, any replacement Products and/or parts of Products shall be proved to Hultec’s satisfaction to be defective or nonconforming with the warranty set forth therein, the remedy set forth in subsection (b)(i) “Products” above shall apply to such replacement Products and/or parts of Products.
    • Services. If, prior to expiration of the warranty period set forth in subsection (a)(3) “Services,” above, any Services shall be proved to Hultec’s satisfaction to be nonconforming with the warranty set forth therein, Hultec will re-perform such nonconforming Services. If the Services cannot be re-performed, Hultec, at its option, shall refund or credit monies paid by Buyer for such nonconforming Services.
  • Exclusions. The warranties set forth in this Section do not cover:
    • Buyer’s failure to install Products in accordance with all conditions required by local and state codes, applicable product or industry specifications and guidelines, and/or applicable laws;
    • Shipping expenses to and from Hultec’s office, warehouse, authorized service center or other destination designated by Hultec for repair or replacement of defective Products or any tax, duty, custom, inspection or testing fee, or any other charge of any nature related thereto;
    • Costs of removing defective Products from, and/or disassembling, equipment in which Products are assembled or reinstalling Products and/or reassembling such equipment, or testing repaired or replaced Products and/or the equipment; the foregoing shall include the costs of removal and replacement of systems, structures or other parts of Buyer’s or the end user’s facility as may be applicable, as well as decontamination costs;
    • Field service travel and living costs and expenses;
    • Products subjected to abuse, neglect, negligence, misuse, misapplication, accident, damages by circumstances beyond Hultec’s control, improper installation (if by anyone other than Hultec), improper operation (including, but not limited to, operation in excess of rated capacity or otherwise not in accordance with installation, maintenance, or operating instructions or requirements) improper maintenance, improper storage, and/or any other than normal use or service;
    • Products installed, maintained, serviced, repaired or altered by anyone other than Hultec or Hultec’s authorized service agencies;
    • Products and/or parts not manufactured by Hultec; for Products furnished by Hultec, but manufactured by others, Hultec will assign to Buyer the written warranty, if any, of the manufacturer, if assignment is reasonably practicable; however, Hultec does not adopt or guarantee or represent that the manufacturer will comply with any of the terms of the warranty of such manufacturer. In no event shall Hultec have any liability for Products and/or parts not manufactured by Hultec;
    • any technical advice furnished by Hultec without charge to Buyer with respect to use of the Products; all such technical advice, or results obtained, is given and accepted at Buyer’s sole risk;
    • unauthorized attachments, modifications or disassembly;
    • damage during shipping; or
    • Products purchased from unauthorized distributors, resellers or internet sites.
      Buyer’s care in selection, adequate testing at time of installation, operation and maintenance of all Products is required for adequate performance.
  • DISCLAIMER. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO HULTEC IN SPECIFICATIONS, DRAWINGS, OR OTHERWISE AND WHETHER OR NOT HULTEC’S PRODUCTS ARE SPECIFCIALLY DESIGNED AND/OR MANUFACTURED BY HULTEC FOR BUYER’S USE OR PURPOSE. NO EMPLOYEE, REPRESENTATIVE, OR AGENT OF HULTEC OTHER THAN AN OFFICER OF HULTEC IS AUTHORIZED TO ALTER OR MODIFY ANY PROVISION OF THIS SECTION OR TO MAKE ANY GUARANTEE, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, ORALLY OR IN WRITING, WHICH IS CONTRARY TO THESE TERMS. Except where Buyer and Hultec agree in a written and signed agreement upon the specifications applicable to the Products and/or Services, any description of the Products and/or Services, whether in writing or made orally by Hultec or Hultec’s agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with Buyer’s purchase order are for the sole purpose of identifying the Products and/or Services and shall not be construed as an express or implied warranty. Any suggestions by Hultec or Hultec’s agents regarding use, application or suitability of the Products shall not be construed as an express or implied warranty unless confirmed to be such in writing by Hultec’s authorized officer. In the event an authorized officer of Hultec sets forth any express or implied warranties in writing and (1) the actual operating conditions or other conditions or use differ from those represented by Buyer to Hultec or (2) Hultec has relied upon any data or information supplied by Buyer to Hultec in the selection or design of Products and/or provision of Services and such data or information is inaccurate, any such warranties contained therein which are affected by such conditions shall be null and void. This warranty allocates the risks of Products and Services failure between Hultec and Buyer. This allocation is recognized by both parties and is reflected in the price of the Products and Services.

17. Limitations of Remedy and Liability.

  • Breach of Warranty Claims. Except for the warranty provided under section 20 “Intellectual Property Indemnity,” Buyer’s SOLE remedy for breach of any warranty under the Contract shall be the applicable remedy set forth in Section 16 “Limited Warranty” above. in no event shall Hultec’s aggregate liability for any and all breach of warranty claims under the Contract the purchase price allocable to the Product or part thereof or Service giving rise to the claim.
  • Other Claims. Hultec’s liability for any claim other than a breach of warranty claim under Section 15 “LIMITED WARRANTY,” above, whether in contract, negligence, tort, strict liability, indemnity or otherwise for any loss or damage arising out of, connected with, or resulting from the Contract or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any Products covered by or furnished under the Contract or from Services rendered under the Contract, shall in no case (except as provided in Section 19 “Indemnity” and Section 20 “Intellectual Property Indemnity,” and except to the extent of exclusions and limitations of liability that are prohibited by applicable law) exceed five percent (5%) of the purchase price allocable to the Products or part thereof or Services giving rise to the claim.
  • NO OTHER REMEDIES OR LIABILITIES. IT IS EXPRESSLY AGREED THAT BUYER’S ONLY REMEDIES AND HULTEC’S AGGREGATE LIABILITY FOR ANY DAMAGES, COSTS OR EXPENSES ARISING OUT OF OR RELATED TO THIS CONTRACT OR ITS PRODUCTS OR SERVICES, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARE LIMITED AS SET FORTH IN SUBSECTIONS “BREACH OF WARRANTY CLAIMS” AND “OTHER CLAIMS” ABOVE. UNDER NO CIRCUMSTANCES WILL HULTEC, ITS OFFICERS, DIRECTORS, EMPLOYEES OR ASSIGNS BE LIABLE FOR ANY OTHER REMEDY, LOSS, COST, DAMAGE OR EXPENSE WHETHER DIRECT OR INDIRECT.
  • SPECIAL DAMAGE DISCLAIMER. IN NO EVENT WHATSOEVER WILL HULTEC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, CONTINGENT, LIQUIDATED, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS OR ANY RELATED EQUIPMENT OR SYSTEMS, LOSS OF REVENUE, INCOME, PROFIT, OR PRODUCTION, COST OR INCREASED COST OF OPERATION, CAPITAL, SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, SPOILAGE OR DAMAGE TO MATERIAL OR DATA, BUSINESS INTERRUPTION, DOWNTIME, SHUTDOWNS OR SLOWDOWN COSTS, CHANGE OUT COSTS, OR BUSINESS INTERRUPTION, DOWNTIME, SHUTDOWN, OR SLOWDOWN COSTS, OR ANY OTHER TYPES OF ECONOMIC LOSS, PENALTIES, SPECIAL OR PUNITIVE DAMAGES, AND CLAIMS OF BUYER’S CUSTOMERS FOR ANY SUCH DAMAGES.
  • INDEMNIFICATION FOR EXCESS DAMAGES. BUYER WILL INDEMNIFY, DEFEND AND HOLD HULTEC HARMLESS FROM ANY LOSS, COST, EXPENSE, DAMAGE, OR CAUSE OF ACTION TO OR BY A THIRD PARTY THAT EXCEEDS THESE LIMITATIONS OF LIABILITY.
  • Expiration of Claims. All claims against Hultec arising out of or related to the Contract or the performance or breach thereof shall expire unless made and presented to Hultec in writing by Buyer before the expiration of the applicable warranty period.
  • Precedence. The limitations of this Section shall apply regardless of whether a claim is based in contract, tort (including negligence), warranty, strict liability, intellectual property, or otherwise, and shall take precedence over any conflicting terms and conditions, except where the limitations of liability of such conflicting terms limit Hultec’s liability further.

18. Indemnity.

  • Third party claims. Each of Buyer and Hultec (each an “Indemnified Party” and an “Indemnifying Party”, as applicable) shall indemnify the other party from and against claims brought by a third party, if such claims relate to Products or Services purchased by Buyer from Hultec under the Contract, for bodily injury or damage to the third party’s tangible property, to the extent such injury and/or damage is caused by the negligence of the Indemnifying Party, provided that the Indemnified Party gives the Indemnifying Party prompt notice of any such claim and all necessary information and assistance so that the Indemnifying Party, at its option, may defend or settle such claim and the Indemnified Party does not take any adverse position in connection with such claim. In the event that the injury or damage is caused by joint or concurrent negligence of Buyer and Hultec, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Hultec’s indemnity obligations hereunder, Products shall not be considered third party property and the facility in which a Product is used and/or the Services are performed shall not be considered third party property.
  • Indemnity by Buyer for Third Party Warranty Claims. If Buyer supplies Products or Services to a third party, uses Products or Services at a facility owned by a third party, and/or transfers Products to a third party, Buyer shall indemnify, defend, and hold the Hultec Group harmless from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in Sections 16 “Limited Warranty” and 17 “Limitations of Remedy and Liability.” For purposes of this subsection, the “Hultec Group” means Hultec, its affiliates, suppliers, contractors, licensors and their employees.
  • Exclusions. In no event shall an Indemnifying Party be liable to the extent any damages or claims are finally judicially determined to arise from or in connection with the Indemnified Party’s fraud, gross negligence, bad faith or willful misconduct.

19. Intellectual Property Indemnity.

  • Hultec warrants that, to the best of its knowledge, Products and/or Services furnished under the Contract, and any part thereof, (each a “Delivered Item”) shall be delivered free of any rightful claim of any third party not affiliated with Buyer for infringement of any U.S. patent, any trademark registered in the U.S. Patent and Trademark Office and/or any copyright registered in the U.S. Copyright Office. Hultec will, at its own expense, defend or settle any suits that may be instituted against Buyer for alleged infringement by the Delivered Item of any U.S. patent, any trademark registered in the U.S. Patent and Trademark Office and/or any copyright registered in the U.S. Copyright Office provided that: (a) such alleged infringement consists of the use of the Delivered Item for (i) any of the purposes for which Buyer informed Hultec such Delivered Items would be used, or (ii) if Buyer did not so inform Hultec, any of the purposes for which Hultec reasonably believed such Delivered Items would be used; (b) Buyer shall have made all payments for such Delivered Items then due under the Contract; (c) Buyer shall give Hultec immediate notice in writing of any such suit and transmit to Hultec immediately upon receipt of all processes and papers served upon Buyer; (d) Buyer does not take any position adverse to Hultec in connection with such claim; and (e) Buyer shall permit Hultec through Hultec’s counsel, either in the name of Buyer or in the name of Hultec, to defend such suit(s) and give all needed information, assistance and authority to enable Hultec to do so.
  • In case of a final award of damages in any such suit, Hultec will pay such award but will not be responsible for any compromise or settlement made without its written consent. In case the Delivered Item itself is in finally judicially held by a court or other tribunal of competent jurisdiction to infringe any valid patent issued in the United States and/or a trademark and/or copyright registered in the United States, and its use is enjoined, or in the event of a settlement or compromise approved by Hultec which shall preclude future use of the Delivered Item, Hultec shall, at its own expense and at its sole option, either: (a) procure rights to continue using such Delivered Item; (b) modify the Delivered Item to render it non-infringing; (c) replace the Delivered Item with a non-infringing Product; or (d) refund the purchase price paid by Buyer for the Delivered Item after return of the Delivered Item to Hultec (less reasonable depreciation for any period of use). Notwithstanding the foregoing, Hultec shall not be held responsible for claims of infringement of any patents covering the use of the Delivered Item in combination with other goods or materials not furnished by Hultec.
  • Theis Section 20 states the entire liability of Hultec for intellectual property infringement, and IN NO EVENT SHALL HULTEC BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO ANY INTELLECTUAL PROPERTY INFRINGEMENT. Buyer, at its own expense, shall defend Hultec against, and/or settle, (a) any patent, trademark, copyright or other intellectual property infringement claim pertaining to a Delivered Item furnished by Hultec to Buyer manufactured in accordance with designs, drawings or other descriptions proposed or furnished by Buyer; and (b) any claim against Hultec of contributory infringement resulting from the use or resale by Buyer of a Delivered Item sold hereunder. Buyer shall indemnify and hold Hultec harmless for any award against Hultec or settlement by Hultec regarding any such claims and attorneys’ fees and defense costs incurred in defense of such claims. In no event will Hultec’s total liability to Buyer under this subsection “Intellectual Property Indemnity” exceed the purchase price of the Product.

20. Confidential Information.

All information furnished or made available by Hultec to Buyer in connection with the Contract shall be held in confidence by Buyer. Buyer may not use such information or disclose such information to others without Hultec’s prior written consent. The obligations in this section will not apply to any information which (a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by Buyer of any obligation herein, (b) Buyer can show by written records was in Buyer’s possession prior to disclosure by Hultec, or (c) is legally made available to Buyer by or through a third party having no direct or indirect confidentiality obligation to Hultec with respect to such information.

21. Security Agreement and Financing Statement.

As security for payment of the purchase price under the Contract, Buyer hereby irrevocably grants Hultec a security interest in the Products purchased by Buyer, together with all accessories, attachments and replacement parts and all substitutions, replacements and proceeds thereof to secure payment of the purchase price and of all monies which may be due under the Contract. Buyer hereby authorizes Hultec to file all financing statements, any amendments and continuations thereof, or any other documents necessary or reasonably required, for the perfection and protection of a security interest under applicable law, and to deliver notice to prior holders of security interests, of Hultec’s security interest in the Products to protect its interest.

22. Insurance.

Until payment in full of the purchase price, Buyer shall maintain insurance covering all Products and Services sold by Hultec to Buyer in such amounts and against such risks as is customary by companies engaged in the same or similar business and similarly located, and shall, upon Hultec’s request, furnish evidence of such insurance satisfactory to Hultec.

23. Assignment and Subcontracting.

Buyer shall not assign its rights or delegate its duties hereunder, or any interest therein, to any other person, whether by operation of law or otherwise, without Hultec’s prior written approval. Hultec may, without the necessity of obtaining Buyer’s prior written consent, assign the Contract or subcontract the production of all or any portion of the Products and/or performance of the Services.

24. Publicity.

Unless expressly permitted under these Terms, Buyer shall not, without the prior express written consent of Hultec, (i) make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the Contract, the arrangement hereunder, Hultec or its business, and (ii) use any of Hultec’s names, logos, service marks or trademarks.

25. Governing Law, Venue, Jury Trial Waiver and Time Limitation.

  • Governing Law. These Terms and Conditions and the Contract shall be governed by and construed in accordance with the laws of the State of Texas, with the exception of its conflict of laws provisions. The rights and obligations of Hultec and Buyer shall not be governed by the provisions of the United Nations Convention on Contracts for the Internal Sale of Goods.
  • Venue. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Fort Worth, Tarrant County, State of Texas, and each party waives any objection based on improper venue or forum non conveniens, for the resolution of any dispute relating to these Terms or the Contract.
  • Jury Trail Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE CONTRACT.
  • Time for Commencing Suit. Any action by Buyer for breach of any of these Terms by Hultec must be commenced no later than the earlier of (i) six (6) months of the alleged breach and (ii) the statute of limitations applicable to the claim.

26. Laws.

  • New or Changed Laws. If Hultec’s obligations under the Contract increases (or will increase) by reason of the making or amendment after the date of Hultec’s Quotation or acceptance of Buyer’s purchase order of any law or any order, regulation or by-law having the force of law that will affect the performance of Hultec’s obligations under the Contract, the purchase price and delivery period will be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.
  • Export and Import Control Laws. Buyer shall comply, in the receipt and use of the Products, with all applicable import and export control laws, regulations, orders and requirements of the jurisdictions in which the Hultec and Buyer are established and from which Products is provided. Buyer shall not transfer, release, import, or export Products in violation of such applicable laws, regulations or other legal requirements. Buyer will not re-export, divert or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Hultec’s invoice. Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Hultec and Buyer are established or from which Products, Services and/or related items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of Products, Services and related items. If Hultec or a Hultec affiliate or subsidiary should fail to receive any necessary or advisable licenses, authorizations or approvals, even arising from inaction by any relevant government authority, or if any such licenses, authorizations or approvals are denied or revoked, or if there is a change in any applicable laws, regulations, orders or requirements that would prohibit Hultec or a Hultec affiliate or subsidiary from fulfilling the Contract, or would in Hultec’s reasonable judgment otherwise expose Hultec or a Hultec affiliate or subsidiary to a risk of liability under such laws, regulations, orders or requirements if it fulfilled the Contract, Hultec or a Hultec affiliate or subsidiary will be relieved without penalty of all obligations under the Contract. In no event may Buyer use, transfer, release, export or re-export any such Products, Services or related items in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto. In addition, Hultec has in place policies not to distribute its products for use in certain countries based on applicable laws and regulations, including but not limited to UN, U.S., UK, and European Union regulations. This Contract has been entered into on the basis that the Products are not sold, will not be re-sold, made available or in any way used in any such country in breach of Hultec policies. Hultec reserves the right to refuse support of any Products, Services and/or related items that are in breach of this Section. Any failure by Buyer to comply with this provision and all applicable laws pertaining to the importation, exportation, distribution, sales, promotion and marketing of Products, Services and related items will constitute a default giving Hultec the right to immediate termination of this Contract and/or the right to elect not to recognize the warranties associated with the Products, Services or related items. Buyer shall accept full responsibility for any and all civil or criminal liabilities and costs arising from any breaches of those laws and regulations and will defend, indemnify and hold Hultec harmless from and against any and all fines, damages, levies, costs and judgments which Hultec may be subject to and/or required to pay. Buyer represents and warrants that it is not a party listed as a specially designated terrorist, specially designated national, and/or blocked person or party which otherwise appears on any list maintained by the U.S. Treasury Department Office of Foreign Assets Control, U.S. Commerce Department Bureau of Industry and Security, U.S. State Department, EU or UK designated parties lists.
  • Compliance with Anti-Bribery Laws: Buyer represents and warrants that it has not and shall not, directly or through any intermediary, pay, give, promise to give or offer to give anything of value to a government official or representative, a political party official, a candidate for political office, an officer or employee of a public international organization or any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities for the purposes of inducing such person(s) to use their influence to assist Hultec in obtaining or retaining business or to benefit Hultec or any other person in any way, and will not otherwise breach any applicable anti-bribery legislation, including but not limited to the Foreign Corrupt Practices Act of the United States, the UK Bribery Act and the Prevention of Corruption Act of India, each as amended from time to time. Any breach of this obligation shall constitute a material breach of the Contract. Any breach of this section shall be grounds for immediate termination of this Contract. Buyer shall defend, indemnify and hold harmless Hultec and its affiliates from any claim, damages, liabilities, costs, fees and expenses incurred by Hultec or its affiliates or subsidiaries as a result of Buyer’s breach of this subsection.

27. Waiver.

  • No waiver by Hultec of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Hultec. No failure to exercise, or delay in exercising, by Hultec any right, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise by Hultec of any waiver, right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

28. Entire Agreement.

  • The Contract constitutes the entire agreement between Hultec and Buyer relating to the subject matter hereof, and all prior agreements, correspondence, discussions and understandings of Hultec and Buyer (whether oral or written) are merged herein and superseded hereby.

29. Relationship of the Parties.

  • The relationship of the parties shall be that of an independent contractor, and nothing contained in the Contract shall create or imply a partnership, joint venture, agency or employment relationship between the parties. No party shall have the power to bind another party or to otherwise make any representation, agreement or commitment on behalf of another party without that other party’s written consent. Any persons employed or engaged by a party in connection with the Contract shall be that party’s employees or contractors. Each party assumes responsibility for the actions of its employees and contractors under the Contract and will be solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, providing unemployment and disability benefits, and the manner and means through which the work under the Contract will be accomplished.

30. Severability.

  • If any clause of the Contract is, or becomes, void or unenforceable, the remaining part of the Contract will stay in force. The void or unenforceable clause(s) of the Contract will be replaced by valid and enforceable clauses agreed in writing by both parties which come as close as possible to the original intention of the parties when entering into the void clause. The invalidity, in whole or in part, of any of the provisions of the Contract, shall not affect the enforceability of any of the other provisions thereof.

31. Applicability.

  • These Terms as stated herein are effective as of 10/02/2024, and until such time as changed by Hultec. These Terms will also be published on Hultec’s website. At Hultec’s sole discretion, it may amend these Terms by publishing the updated Terms on its website. Notwithstanding anything herein to the contrary, Buyer understands and agrees that such updated Terms shall become effective without notice to Buyer fifteen (15) days after the date on which they were published on Hultec’s website.
testimonials

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  • “

    Hultec has provided exceptional products, customer service, and technical expertise. We look forward to a continuing business relationship as we develop and introduce new and efficient products.

    Gilbert Garcia JM EAGLE

  • “

    Thanks, Hultec for partnering up with Jet Stream and allowing us to enter the restraint joint market with the rieberLok for C900 and IPS PVC pipe. The twenty plus year relationship we have had with Hultec, formerly S&B, has allowed us to stay a strong competitor in the PVC market.

    Jerry Shaver Jet Stream a “Pipelife Company”

  • “

    Clearly for us, Hultec’s ability to carry out developments in record time, they are always open to new products. Innovation is at the heart of PAM’s history, we are committed to working with companies that are preparing for the future.

    Pierre Genelot Saint-gobain Pam

  • “

    Hultec has been a good partner for Atkore. They have been helpful with Technical and Operational knowledge. They have helped us balance in time inventory deliveries allowing us to better serve our customers through a lean process.

    Michael Deneen PVC & HDPE Water Products