THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU UPON ORDERING PRODUCTS FROM HAZEL TECHNOLOGIES, INC., AND ITS SUBSIDIARIES OR OTHER AFFILIATES. PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS PRIOR TO ORDERING ANY PRODUCTS.
General.
These terms and conditions (“Terms and Conditions”), apply to the purchase and sale of products (“Products”) referenced on the Hazel quote or order form that references these Terms and Conditions (“Order Form”) and to the performance of related ancillary services in connection with the Products ordered on the Order Form (irrespective of whether they are formally invoiced or provided complimentary, the “Services”) and delivery by Hazel of certain equipment and/or accessories mutually agreed upon by the parties hereto, on a complimentary basis in connection with your purchase of Products or Services (“Bailment” and “Bailed Property” respectively) or on a rental basis (“Lease” and “Leased Property” respectively). The Bailed Property and/or Leased Property may be referred to herein as the “Hazel Property”). These Terms and Conditions are incorporated into the Order Form. TheseTerms and Conditions are subject to change by Hazel, without prior written notice at any time, in our sole discretion, and changes shall apply to any order accepted after the effective date of change.
The latest version of these Terms and Conditions will be posted on the Hazel website at https://www.hazeltechnologies.com/termsandconditions, and you should review these Terms and Conditions before purchasing any Product or Services or taking delivery of any Hazel Property.
Order Acceptance and Cancellation.
As the buyer on the related Order Form (“Buyer”, “you”), you agree that your submission of an executed Order Form is an offer to buy the products listed in the Order Form, accept a Bailment of Bailed Property, or Lease Leased Property, as set forth within the Order Form and subject to these Terms and Conditions. All orders are subject to acceptance by Hazel Technologies, Inc. or, for sales outside of the United States, the applicable Hazel subsidiary or other affiliated company under common control or management providing Products to buyers in such country. For the purpose of clarity, any reference to “Hazel” shall be a reference only to the Hazel entity accepting the Order Form and no obligation to Buyer shall apply to any other Hazel entity unless such Hazel entity assigns such obligations. Hazel may choose not to accept an order in its sole discretion. In the absence of a written acceptance or shipment, Hazel shall be deemed to have rejected your Order Form. No changes may be made to any Order Form after acceptance by Hazel. All transactions contemplated on an Order Form shall be subject to the condition that these Terms and Conditions are controlling. Buyer acknowledges and agrees that Hazel objects to and rejects any provisions proposed by Buyer or provided in any Buyer document that contain terms inconsistent with or in addition to the provisions of the Order Form provided to Buyer for execution and these Terms and Conditions. Any inconsistent or additional terms are void and of no force and effect. All delivery dates dates listed within an Order Form or otherwise provided by Hazel or Buyer are requested delivery dates only. No prior course of dealing or usage of trade will be part of these Terms and Conditions.
Prices and Payment Terms.
Prices.
All prices, discounts, and promotions pre-populated in any form provided by Hazel or posted in any quote from Hazel (“Price”) are subject to change without notice unless otherwise provided in such Hazel provided document. If you are notified of any Price increase, such increase will only apply to orders accepted on or after the effective date of the increase. Prices do not include taxes or charges for shipping and handling unless otherwise specified.
Payment Terms.
Unless Hazel sets other payment terms in a signed writing, the undisputed portion of any invoice is due and payable net 30 days from the date of invoice. Hazel may charge a late payment penalty of 2% per month on any amounts not timely paid or disputed in good faith, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, Hazel may refuse additional orders and suspend the delivery of any Products until all overdue amounts are paid in full.
Shipments; Delivery; Title and Risk of Loss.
Shipping Arrangement; Obligation to Pay for Shipping.
Unless otherwise provided for in a signed writing from Hazel, all Products are considered delivered upon delivery to FCA Hazel’s third party logistics provider (Incoterms® 2020, “Shipping Terms,” and the “Delivery Location” respectively). Notwithstanding such shipping terms, on your behalf, Hazel will arrange for shipment of the Products to you or your designated point of delivery (“Point of Delivery”). We will coordinate such shipping with you prior to the date of shipment. Buyer agrees to pay all shipping and handling charges to the Point of Delivery unless specified otherwise in the order confirmation. Unless otherwise agreed in a signed writing, Buyer agrees to pay all shipping and handling charges to the Point of Delivery for all Leased Property and/or Bailed Property.
Title; Risk of Loss; Delivery.
The parties hereto agree that title and risk of loss to Products shall pass upon delivery at the Delivery Location in accordance with the Shipping Terms. Shipping and delivery dates are estimates only and cannot be guaranteed. Hazel is not liable for any delays in shipments. Title to Leased Property and Bailed Property shall at all times remain with Hazel.
Limited Warranty.
Products Limited Warranty - Generally.
For a period of six months from the date of manufacture (“Warranty Period”), Hazel incorporates by reference into these Terms and Conditions all representations and warranties about the Product specified on the Product’s label, which label is either (a) on file with the U.S. Environmental Protection Agency or other U.S. or foreign regulator as of the date of shipment and/or (b) has been provided to you with the Product (the “Label”). Buyer and/or the end-user must verify that the Products are suitable for the intended purpose and bear all responsibility after delivery of each Product to ensure that each Product is stored and used consistently with its Label (including, where applicable, that the Product is frozen). If, for any reason, Buyer is unable to locate the Product’s Label or otherwise does not have the Product Label, Hazel will promptly provide the Label at no charge at Buyer’s request, provided that Buyer bears the responsibility to contact Hazel and request a copy of the Label. Hazel shall not be liable for a breach of the warranties set forth in this Section 5(a) unless Buyer examines the Products and, in accordance with Hazel’s standard warranty return practices and procedures, provides notice to Hazel within twenty four (24) hours of the receipt by Buyer at its designated Point of Delivery to the extent issues emanate from the Product not being cold/frozen upon arrival and within five (5) days of receipt for all other issues concerning Product non-conformance. Buyer agrees to follow Hazel’s warranty process, including returning samples as requested by Hazel for further examination or allowing for inspection remotely or on-site to provide Hazel with an opportunity to reasonably verify any claim that Products are defective. All warranties given herein shall also run to Buyer’s customers and users of the Products.
Services Warranty.
Hazel warrants to the original Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and shall perform all Services 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 these Terms and Conditions and the applicable Order Form. If any Services performed do not meet the Services warranty in this Section 5(b), then Hazel agrees that Buyer shall have the right to request and Hazel agrees to then re-perform the affected Services as the sole remedy of Buyer with respect to Services.
Obligations of the Parties Regarding Leased Property and Bailed Property.
All Leased Property and all Bailed Property is provided “as is”, without warranties. Buyer acknowledges and agrees that there are risks associated with using the Leased Property and with using the Bailed Property, including damage to the Leased Property, Bailed Property, or other property and injury to persons and death. Buyer nevertheless agrees to accept such risks, whether known or unknown, and agrees to waive and release Hazel and its Affiliates, and their respective shareholders, directors, officers and employees (“Released Parties”) from all liability, claims and causes of action whatsoever related to the Leased Property and the Bailed Property while in Buyer’s possession. Further, Buyer agrees to indemnify and defend the Released Parties from and against all claims, actions, suits, damages and expenses (including reasonable attorneys’ fees) in any way related to the Leased Property and the Bailed Property while in Buyer’s possession. Buyer covenants and warrants to Hazel that it will not move the Leased Property and the Bailed Property from its facility without Hazel’s written consent. Buyer covenants and warrants that it will not permit any third party security interest in the same to attach or otherwise encumber all or any part of the Leased Property and the Bailed Property. Buyer shall not permit any third party to use the Leased Property or to use the Bailed Property. Buyer shall comply with all Hazel or manufacturer instructions regarding the Leased Property and the Bailed Property. Buyer shall use the Leased Property and the Bailed Property only as directed by Hazel. Buyer agrees to return the Leased Property and Bailed Property, at Buyer’s sole cost and expense, in good repair, condition and working order (reasonable wear and tear excepted). If the Hazel Property breaks down while in Buyer’s possession, Buyer shall not attempt any repairs and shall instead accept responsibility for reimbursing Hazel for any necessary repairs. If the Leased Property or the Bailed Property suffers loss or damage while in Buyer’s possession, Buyer, at Seller’s sole option, shall pay to Seller the replacement cost of the unit valued at fair market. Payment shall be made upon invoicing by Hazel and shall be subject to any payment or credit arrangements between the parties hereto. Hazel may: (i) revoke Buyer’s right to possess and use the Leased Property or the Bailed Property effective upon the date provided in notice from Hazel (e-mail is sufficient notice) and if Buyer fails to promptly return the applicable Leased Property or Bailed Property, Hazel may demand return of the applicable Leased Property or Bailed Property at Buyer’s cost and expense, and demand delivery to the destination specified by Hazel, freight prepaid by Buyer, and/or (ii) take possession of, de-install and remove the applicable Leased Property or Bailed Property from Buyer’s facility, with notice to, but without the necessity to procure the consent of, Buyer, and for that purpose, enter upon any premises owned or leased by Buyer, without liability to Buyer for any damages occasioned thereby. Buyer shall not be entitled to any claim, remedy or damages from Hazel with respect to any termination of the Lease or Bailment, as applicable.
Warranty Disclaimer.
EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5(a) and Section 5(b), HAZEL MAKES NO OTHER WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED, SERVICES PERFORMED, LEASED PROPERTY, AND BAILED PROPERTY, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE OR (iii) GUARANTEE AS TO RESULTS. ACTUAL RESULTS WILL VARY AND ARE OUTSIDE OF THE CONTROL OF HAZEL. EXCEPT AS PROVIDED IN SECTION 5(a) and 5(b), the Products, any Services, LEASED PROPERTY, AND ANY BAILED PROPERTY are provided strictly on an “as is” basis without any express or implied warranty, guarantee or other assurance of quality, reliability or functionality. it is the sole responsibility of buyer and/or the end user to correctly identify the application for which the products are intended AND TO STORE THE PRODUCT CONSISTENTLY WITH ITS LABEL. You accept all risk for the SELECTION, suitability, performance or nonperformance of the Products, Service, LEASED PROPERTY AND BAILED PROPERTY and responsibility for any damages, liabilities, losses or expenses incurred as a result of use of the Products outside of its intended use, including any liability for any third party infringement caused by the combination of the products with anything other than products provided by hazel.
Warranty Exclusions.
Hazel shall not be liable for a breach of the warranty set forth in Section if(i) Buyer or the end-user makes any further use of such Products after giving notice of non-conformity; (ii) the defect arises in connection with a failure to follow instructions as to the storage, handling, or use of the Products or reagents in connection with the Products; (iii) there is any alteration of the Product without or prior written consent or use other than as described in the Product Label, (iv)there is a violation of Section 7 (Restrictions on Resale or Export) or (iv) the Buyer or end-user’s use is not in compliance with applicable law.
Warranty Remedies.
Subject to the terms of this Section, with respect to any such Products found to be non-conforming to the Products Limited Warranty during the Warranty Period, Hazel shall, in its sole discretion, either: (i) replace such Products (or the defective part) or (ii) credit or refund the amounts paid by Buyer for such Products provided that, if Hazel requests, Buyer shall, at Hazel’s expense, return such Products to Hazel. THE REMEDIES SET FORTH IN THIS SECTION 5(e) SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND HAZEL’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 5.
Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND THE APPLICABLE PURCHASE ORDER OR ORDER FORM, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY BUYER UNDER THE AFFECTED ORDER FORM FOR THE PRODUCTS SOLD AND HAZEL’S MAXIMUM LIABILITY REGARDING ANY LEASED PROPERTY OR ANY BAILED PROPERTY SHALL NOT EXCEED THE SUM OF $10. THE FOREGOING LIMITATIONS APPLY WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. The limitations of liability set forth in this Section 6 shall not apply to damages arising from a breach of a party’s confidentiality obligations under this Agreement.
Restrictions on Resale or Export.
If Buyer is an authorized distributor, Buyer’s rights to resale and/or export shall be subject to the terms of Buyer’s distribution agreement or arrangement with Hazel (“Distribution Agreement”). Unless otherwise provided in a Distribution Agreement, any sale or transfer of the Product after receipt by Buyer shall only be made on terms substantially the same or similar to those contained herein, including, but not limited to any warranty, limitation of liability, choice of law and arbitration provisions, prohibition against reverse engineering and shall not be for resale or for export outside of the country in which the Point of Delivery is located; Hazel shall be an express third party beneficiary of such agreement; and Buyer assumes all risk or liability in connection with, and agrees to hold Hazel harmless from, any transfers of any Product to the extent such transfers are made on terms inconsistent with these Terms and Conditions and/or a Distribution Agreement; and Hazel is to be a third party beneficiary to such agreement.
Restrictions on Use; No Experimental Use, No Reverse Engineering, Feedback; Intellectual Property Use and Ownership.
Buyer shall follow all Hazel instructions regarding the Products, reagent use in connection with the Products, and all instructions regarding the applicable Leased Property or Bailed Equipment. It is a violation of U.S. Federal law, and may be a violation of applicable local law, to use the Products in a manner inconsistent with its Label. Buyer and its employees, agents, and affiliates shall not use the Products or any confidential information for any purpose other than as set forth on the Label and except as instructed by Hazel’s staff. Buyer and its employees, agents, and affiliates shall not (i) analyze, disassemble, decompile, derive the chemical composition of, or otherwise reverse engineer or attempt to reconstruct any portion of any Products, (ii) derive any of Company’s trade secrets nor take any actions reasonably calculated to permit such activities, or (iii) conduct any research or other activities making use of the Products or Confidential information. Any improvements to the Products, inventions, or other intellectual property from any of the foregoing activities shall belong exclusively to Hazel. Buyer hereby assigns, transfers, and conveys its rights in any such intellectual property to Company and further undertakes, without royalty or further consideration, to promptly disclose such matters to Hazel and execute or deliver any reasonable assignments, documents, or other evidence or other materials reasonably calculated to vest the foregoing intellectual property rights in Hazel. Hazel shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Products, the Services or any of its other products any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Buyer relating to the Products or Service, unless otherwise provided in a signed writing that specifically references this Section. This paragraph shall survive the fulfillment of any order.
Confidential Information.
All non-public, confidential or proprietary information of Hazel, including, but not limited to, Product use protocols, Product trial protocols, experiments conducted by Hazel (jointly with Buyer, or end user or otherwise), data relating to the parameterization of Products for any particular Buyer or end-user, specifications, samples, formulas, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Hazel to Buyer, 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 any order or these Terms and Conditions is confidential, solely for the use of performing its obligations in connection with any order and these Terms and Conditions and may not be disclosed or copied unless authorized by Hazel in writing. Upon Hazel’s request, Buyer shall promptly return all documents and other materials received from Hazel that are still in Buyer’s possession. Hazel shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party. Except as otherwise set forth in this Agreement or as otherwise agreed in writing by Hazel, Hazel may use for its own business purposes (including Hazel’s marketing, product development, and regulatory purposes) all information and data collected by Hazel or provided to Hazel by Buyer or an end-user in connection with the provision or use of Products, which data includes of (a) the existence of any filled orders (including Buyer or end user names), (b) the efficacy of such products, and (c) data about Product use provided by Buyer to Hazel. Except as otherwise set forth in this Agreement or as otherwise agreed in writing by Hazel, Buyer grants Hazel permission to use Buyer’s name and logo in Hazel and/or its affiliates marketing materials.
Data Security and Protection.
Hazel will store confidential information, including personally identifiable information collected, using reasonable security measures commensurate with the nature of the data, including encryption and firewalls, to protect such information from unauthorized access, collection, disposal, disclosure or use. Hazel shall have the right to access and use such information to respond to service or technical problems, confirm compliance with the terms of this Agreement, in the course of providing services, complying with Hazel’s or Buyer’s contractual and regulatory obligations, and as Hazel may deem reasonably necessary for operating its business and those of its affiliate entities. Hazel may process personal data in accordance with applicable data protection laws to provide the Products or , Services , Leased Property or Bailed Property under the Order Form and these Terms and Conditions and reserves the right to develop and commercialize benchmarks and measures based on Aggregated Data. “Aggregated Data” shall mean Buyer’s data (i) anonymized, and not identifiable to any person or entity, (ii) combined with the data of other customers or additional data sources, and (iii) presented in a manner from which identities may not be derived.
Force Majeure.
No party shall be liable or responsible to the other party, or be deemed to have defaulted or be in breach with respect to an order and/or these Terms and Conditions, for any failure or delay in fulfilling or performing any term of the Order Form or these Terms and Conditions (except for any of Buyer's obligations to make payments to Hazel 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)”): (i) acts of God; (ii) flood, fire, earthquake, or other disasters or catastrophes, such as pandemics, epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades in effect; (vi) national or regional emergency; (vii) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (viii) material increases in raw material costs; and (ix) other events beyond the reasonable control of the Impacted Party.
The Impacted Party shall give notice within a reasonable period after 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 thirty (30) consecutive days following written notice given by it under this Section, either party may thereafter terminate any affected orders upon ten (10) business days’ written notice.
Compliance with Laws.
General Compliance with Laws.
Buyer shall at all times comply with all laws applicable to the Order Form and these Terms and Conditions, Buyer’s performance of its obligations hereunder, and Buyer’s use or sale of the Products. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Products and (b) not engage in any activity or transaction involving the Products, by way of shipment, use or otherwise, that violates any law, including any U.S. export or import laws, anti-bribery, or anti-boycott laws.
FCPA.
Buyer represents, warrants and covenants that it is in compliance with and will at all times be in compliance with the Foreign Corrupt Practices Act of 1977, as amended and any similar law of any other country applicable to Buyer (“FCPA”). Neither Buyer nor any of its representatives have (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity or to influence official action; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; or (iv) failed to disclose fully any contribution or payment made by Buyer (or made by any Person acting on its behalf of which Buyer is aware) that violates the FCPA. Without limiting the generality of this subsection, Buyer shall, and shall cause its representatives to, comply with the FCPA, including maintaining and complying with all policies and procedures of Hazel and audit requests to ensure compliance with the FCPA and applicable sanctions laws.
Governing Law and Jurisdiction.
With respect to all matters arising out of or relating to any order, Services, Lease, Bailment, and/or these Terms and Conditions, such matters shall be governed by and construed in accordance with the internal laws of the State of New York. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.
Arbitration; Waiver of Jury Trial.
Any controversy or claim arising out of or relating to any order, the Services, Lease, Bailment, and/or these Terms and Conditions, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules for matters involving Hazel Technologies, Inc. and/or if the matter involves controversies or claims arising from transactions wholly within the United States and all matters involving any other Hazel entity or involving controversies or claims arising from transactions involving transaction wholly or partially outside of the United States and its territories shall be settled by arbitrations administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the preceding sentence, any claim for injunctive relief may be heard in any court of competent jurisdiction. Arbitration claims shall be heard by a panel of three arbitrators. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. The place of arbitration shall be Chicago, Illinois with respect to claims administered by the American Arbitration Association and New York, New York with respect to claims administered by the International Centre for Dispute Resolution.
The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.
THE PARTIES DESIRE TO AVOID THE TIME AND EXPENSE RELATING TO A JURY TRIAL OF ANY DISPUTE. ACCORDINGLY, THE PARTIES, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, HEREBY WAIVE TRIAL BY JURY OF ANY SUCH DISPUTE. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY BOTH PARTIES AND IS IN THE BEST INTERESTS OF BOTH PARTIES. This Section shall survive termination of this Agreement.
Assignment.
Buyer will not have the right to assign any of its rights or delegate any of its obligations under these Terms and Conditions and the related Order Form without the prior written consent of Hazel. Buyer acknowledges that Hazel has the right to assign its rights or delegate any of its obligations without consent, including an assignment to any affiliate. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any obligations under these Terms and Conditions and any related Order Form. Any permitted assignment shall be binding on and inures to the benefit of the Buyer, Hazel, and their permitted successors and permitted assigns.
Amendment; No Waivers.
No amendment to or modification of these Terms and Conditions or an Order Form is effective unless it is in writing, identified as an amendment to modification of these Terms and Conditions and the applicable Order Form that identifies the terms so modified and signed by an authorized representative of each party. The failure by Hazel to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Hazel.
No Third-Party Beneficiaries.
These Terms and Conditions do not and are not intended to confer any rights or remedies upon any person or entity other than you.
Notices.
All notices, requests, consents, claims, demands, waivers and other communications under these Terms and Conditions must be in writing and addressed to the other party as follows:
To Buyer.
Notice may be provided to Buyer by sending a message to the e-mail address Buyer provides in any Order Form, if any or (iii) by personal delivery, overnight courier or registered or certified mail to the address on an applicable Order Form. Notices sent by e-mail will be effective when we sent. Notices provided by overnight courier will be effective on the day noted by the courier. Notices provided by registered or certified mail will be effective three (3) calendar days after they are sent.
To Hazel.
To give Hazel notice under these Terms and Conditions, you must contact Hazel as follows: (i) by personal delivery, overnight courier or registered or certified mail to Hazel Technologies, Inc., Attn: Legal Department, 320 N Sangamon Street, Suite 400, Chicago, IL 60607. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective on the day noted by the courier. Notices provided by registered or certified mail will be effective three business days after they are sent.
Changes.
Either party may modify its address by providing Notice to the other party pursuant to the terms of this Section.
Severability.
If any provision of these Terms and Conditions is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms and Conditions.
Entire Agreement.
These Terms and Conditions along with the accepted Order Form will be deemed the final and integrated agreement between Buyer and Hazel on the matters contained in these Terms and Conditions and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.