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ZEF Energy Inc - Seller COS 1.2
<br />d. If a suit is brought against Seller on account of any of items listed in clauses (i) thru (v) of paragraph 12(b), Buyer shall indemnify, defend and hold harmless Seller
<br />against any and all liability, damage, loss or expense (including, but not limited to, reasonable attorneys' fees and expenses of litigation) incurred by or imposed
<br />upon Seller in connection therewith.
<br />12. No sales representative of Seller has authority to alter, vary, or waive any of the terms and conditions set forth herein.
<br />13. Buyer agrees in consideration of Seller's execution of this contract that any claim of any kind by Buyer based on or arising out of this contract or otherwise shall be
<br />barred unless asserted by Buyer by the commencement of an action within 12 months after the delivery of the products or other event, action, or inaction to which
<br />such claim relates. This provision shall survive any termination of this contract, however arising.
<br />14. In the event Buyer defaults in payment, Buyer shall be liable for all collection costs incurred by Seller including, but not limited to, attorney and collection agency fees.
<br />15. In the event Buyer does not pay when due, past due amounts are subject to service charges of the lesser of 1.50% per month or the maximum permitted by law.
<br />16. The parties acknowledge and agree that nothing contained herein, in the quotation or in Buyer's agreement is intended to grant any rights to Buyer under any patent,
<br />copyrighted or un-copyrighted work, secret process, trade secret, patented or unpatented invention, specification, design, drawing, data, technical information or any
<br />other intellectual property right or proprietary information of Seller (Intellectual Property Rights). No Intellectual Property Rights are either expressly or impliedly
<br />licensed or granted hereunder or thereunder to Buyer, and such Intellectual Property Rights are expressly reserved by Seller. Buyer acknowledges, on behalf of itself
<br />and its affiliates and each of their respective employees, directors, officers, governors, managers, shareholders, members agents and representatives, that any and all
<br />Intellectual Property Rights belong exclusively to Seller and undertakes not to challenge, infringe or harm in any way such Intellectual Property Rights.
<br />17. It is the policy of ZEF Energy, Inc to provide equal opportunity and to adhere to Federal, state and local laws pertaining thereto, if any.
<br />18. Buyer is responsible for compliance with all laws and regulations applicable to the storage, use, handling, installation, maintenance, removal and/or disposal of the
<br />product from and after Buyer's receipt of the product.
<br />19. If Buyer is supplying or supplies Seller's products to a third party, Buyer shall require the third party to be bound by the limitations and exclusions in paragraph 7
<br />hereof. If Buyer does not obtain such agreement from the third party for Seller's benefit, Buyer shall indemnify and hold harmless Seller from all liability arising out
<br />of claims made by the third party in excess of the limitations and exclusions set forth in paragraph 7.
<br />20. a. Buyer represents and warrants that in connection with any transactions subject to these terms it will fully comply with all applicable export controls, import
<br />controls and customs, and economic and trade sanctions laws and regulations, including but not limited to the Export Administration Regulations ("EAR") (15 CFR
<br />§§ 730-774) maintained by the U.S. Department of Commerce; the International Traffic in Arms Regulations ("ITAR") (22 CFR §§ 120-130) maintained by the U.S.
<br />Department of State; and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC").
<br />b. Buyer represents and warrants that in connection with any transactions subject to these terms it will not - directly or indirectly - sell, export, re-export,
<br />transfer, divert, or otherwise dispose of any product, software, or technology (including products derived from or based on such technology) received from the
<br />Company to any destination, entity, person, or end -use prohibited by the laws or regulations of the United States, without obtaining prior authorization from the
<br />competent government authorities as required by those laws and regulations.
<br />c. Buyer represents and warrants that in connection with any transactions subject to these terms it will fully comply with all applicable anti -corruption and anti
<br />bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010; and that Buyer has
<br />not and will not in the future corruptly offer, pay, give, promise, or authorize the payment of anything of value, directly or indirectly, to any person, including any
<br />Foreign Official (as defined in the FCPA), for purposes of: (i) inducing a person to improperly perform any relevant function or activity; (ii) inducing or rewarding a
<br />Foreign Official to do or omit to do any act in violation of his or her lawful duty; (iii) improperly securing any business or business advantage; or (iv) inducing a
<br />Foreign Official to use his or her influence, in each case in any way related to any transactions subject to these terms.
<br />21. These terms and conditions shall be governed by the substantive laws of the State of Minnesota, without regard to the conflicts of law provisions thereof. The U.N.
<br />Convention on the International Sales of Goods shall not apply.
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