You may use the Site for lawful purposes only, in accordance with these Terms. You agree to abide by all applicable international, federal, state, and local laws and regulations in your use of the Site. Your use of the Site confirms your unconditional acceptance of these Terms. If you do not agree to these Terms, do not access or use the Site.
1. General Use and License
Company grants you a limited, nonexclusive, revocable license to make use of the Site, regardless of the medium by which the Site is accessed by you (e.g., via a web or mobile browser). You may view, copy, download, or print materials from the Site for your own personal use only. In this context, “personal use” does not include posting, uploading, or otherwise publishing the materials for any commercial purpose, except with our express written permission. This license does not include any rights not specifically enumerated herein.
You acknowledge that your use of the Site is at our sole discretion and your license to use the Site may be terminated by us at any time, for any reason or for no reason. We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of the Site, to terminate any user’s account, and to alter or delete any material submitted to the Site through the user’s account. Following termination of this license, these Terms shall apply to the extent practicable.
The Site is intended for use by those who are eighteen (18) years of age or older only. If you are not 18 years of age or older, you are prohibited from using the Site without the accompaniment and supervision of a parent or legal guardian. If you are a parent or legal guardian, you agree that you will monitor and supervise the use of the Site by children, minors, and others under your care, and you agree to be responsible for their use of the Site. Any use of the Site by persons under 18 years of age and without parental consent will result in immediate termination of their use of the Site.
2. Prohibited Conduct and Activities
Except as expressly provided in these Terms, and without altering the scope of the license granted to you, you are hereby prohibited from: (a) modifying, adapting, translating, copying, reproducing, imitating, distributing, publishing, or reselling the Site or any of the content on the Site; (b) bypassing any technical measures used to prevent or restrict access to any portion of the Site; (c) reverse engineering, decompiling, disassembling, or otherwise obtaining the source code of the Site, except as interpreted and displayed in a web browser; (d) using or attempting to use any data mining, robot, spider, or similar automated or manual data gathering and extraction tools to access the Site’s listings or content; (e) circumventing or attempting to circumvent the security of the Site; (f) interfering or attempting to interfere with the proper working of the Site or otherwise engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Company or users of the Site or expose them to liability; (g) altering or modifying, or attempting to alter or modify any part of the Site; (h) attempting to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site through hacking, cracking, mining, phishing, or any other means; (i) accessing or attempting to access password protected, secure, or non-public areas of the Site, except as authorized by Company; (j) taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any systems or networks connected to the Site; (k) using reports, content, electronic documentation, or other materials available on the Site to feed any downstream goods, application, or website; (l) engaging in any activity that markets another business or attracts Company users to a third party; or (m) engaging in or promoting illegal activities.
3. Software License
Any Software that Company owns and provides on the Site is the Company’s property. Company provides you a limited, non-exclusive, and terminable license to use the object code of such software for the time period during which Company is providing you services. You agree not to export, copy (except that you may make one copy for backup purposes), sub-license, translate, transfer, reverse engineer, or decode the Software. Single user versions of software may only be used on one (1) device.
4. Intellectual Property Rights
Unless otherwise noted, all content provided on the Site, including images, illustrations, designs, icons, photographs, video clips, text, software and other material, is the property of Company or its suppliers, licensors, talent, partners, or affiliates and is protected by United States and international copyright laws. This protection also applies to any software, including any files, images generated by the software, code, and data accompanying the software (collectively, “Software”), used or accessible through the Site. Any and all content on the Site is either the property of Company or is used by us with the permission of its owner. The compilation of the Site is the exclusive property of Company and is protected by United States and international copyright laws. You agree that you will not take any actions inconsistent with Company’s ownership of the Site and content.
The trademarks, logos, and service marks displayed on the Site are owned by Company and other third parties, and the Site’s trade dress is owned by Company. All trademarks not owned by Company are the property of their respective owners, and, where used by Company, are used with permission. Nothing contained on the Site may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark. Company’s trademarks and/or trade dress may not be copied, imitated, or used, in whole or in part (including use in metatags or in hidden text), without our prior written permission. You agree that you will not take any actions inconsistent with Company’s ownership of, or any third party’s ownership of, the trademarks and trade dress used on the Site.
Some goods and processes offer on the Site may be covered by, or may be subject to, one or more patents and may be subject to other trade secret and proprietary rights. Any and all goods or processes on the Site are either the property of Company or is used by us with the permission of its owner. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of the goods or processes on the Site. You acknowledge that Company is in the business of selling goods and agree that you will not file patent applications on the goods or processes and methods of using the goods. You further agree that in any event, any such patents will not be asserted against Company or its customers based upon purchase and use of such goods provided on the Site.
Except as we may expressly authorize, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, decompile, reverse engineer, or disassemble the materials on the Site, including any copyrighted, trademarked, or patented content. You may only use the materials and content on the Site as expressly permitted in these Terms and for no other purpose. Any unauthorized use of any content or materials on the Site is strictly prohibited and may violate copyright, trademark, patent, or trade secret laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
You agree to keep confidential Company’s proprietary non-public information, if any, which may be acquired by you in connection with these Terms.
6. DMCA Notice
We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Site by users suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims (“Designated Agent”). If you are a copyright owner (or authorized to act on behalf of the owner) and believe that your copyrighted work has been infringed, please submit a written notice to our Designated Agent that substantially includes the following:
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;
- Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.
The written notice, along with any accompanying items, must be submitted to our Designated Agent at:
ATTN: DMCA Agent (Legal Dep’t)
Suez Water Technologies & Solutions
4636 Somerton Rd.
Trevose, PA 19053
If you send your notice by email, please make sure to write “DMCA Copyright Notice” in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
7. User Account
Before you can make use of certain services associated with the Site, you may be required to register with the Site and create an account. You agree and warrant that all information you provide to us through the Site, including but not limited to any contact information or registration information, is truthful, accurate, and up-to-date. You further agree to maintain the accuracy of your account information and to inform us promptly of any changes to your information, including but not limited to any changes to your email address.
You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security you become aware of. We are neither responsible for, nor liable, for any loss or other injury that you may incur as a result of someone else using your user account or password, either with or without your knowledge.
By creating an account with the Site, you consent to receive communications from us electronically via the email address associated with your account. Although you can opt-out of receiving promotional communications, we reserve the right to email you informational communications about your account or administrative notices regarding the Site, as permitted under the CAN-SPAM Act.
You are expressly prohibited from selling, trading, or transferring your account (including but not limited to, selling, trading, or transferring emails associated with such account).
8. Submission of Content and User Activity
From time to time, we may make available on the Site certain services, features, or sections that allow users to post or upload materials to the Site. You understand that all information, communications, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. Therefore, you, and not Company, are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available through the Site or any related services.
You represent and warrant that you own or otherwise control all the rights, titles, and interests to any Content that you upload, transmit, or otherwise make available through the Site, that use of any Content you provide does not violate the intellectual property rights or any other rights of any third parties, and that use of Content you provide will not cause injury to any person or entity.
Without limiting the foregoing, you represent and warrant that you will not: (a) provide any Content that is unlawful (according to local, state, federal or international law) or any Content that advocates illegal activity; (b) provide any Content that is defamatory, false, or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) provide any Content that you do not have a right to provide under law or under a contractual or fiduciary relationship; (d) provide any Content that contains software viruses or other harmful devices; or (e) impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content you provide.
When you post or submit Content to the Site, you hereby expressly grant Company a royalty-free, perpetual, non-exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, exploit, sublicense, or otherwise distribute and display Content and any ideas, concepts, know-how, or techniques contained therein for any reason and in any manner it chooses, alone or as a part of other works, in any form, medium or technology now known or later developed, without restriction and without compensation of any kind to you, and you waive all moral rights in all such Content. Therefore, we request that you not provide us Content in which you do not wish to grant us rights.
Company disclaims any and all liability for any Content emailed, transmitted, or otherwise made available via the Site. The opinions expressed in postings or other Content on the Site may not represent the views or opinions of Company or its advertisers, sponsors, affiliated or related entities. We do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. Any Content on the Site is provided “as is.” You should be aware that your use of and reliance on Content is at your own risk.
Company has no obligation to review, monitor, delete, or edit the Site, including user Content. However, you acknowledge and agree that Company has the right to do so at any time in its sole discretion, for any reason or no reason, with or without notice. We shall not be liable for any alteration or deletion of any Content. You acknowledge, consent, and agree that Company may access, preserve, and disclose any inappropriate conduct, your account information, and any Content you submit if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Company, its affiliates, personnel, other users, and the public.
9. Correction of Errors and Inaccuracies; Limitations on Services
The information on the Site may contain typographical errors or inaccuracies, and may not be complete or current. Company therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to service descriptions, pricing, and availability. Company also reserves the right to limit the scope of services (including after you have submitted your request). Company apologizes for any inconvenience this may cause you.
We are not responsible for typographical or other errors or omissions regarding goods, services prices or other information provided on the Site. All goods and/or service sales and promotions are subject to the terms of these Terms, in addition to any other terms that may apply. Promotional offers and prices are available for a limited time as specified on the Site. Prices, promotions and availability are subject to change without prior notice.
10. Links to Third Party Sites
The Site may contain links to third-party websites or other resources, which we may have no direct control and all of which may have their own set of rules and guidelines for usage of their sites and services. Company does not endorse, and we shall not be responsible or liable for, any content, advertising, goods, or other materials on or available from such sites or resources.
For your protection, please refer to the terms of service and privacy policies of those respective websites. You acknowledge, understand, and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such content, goods, or services available on such other websites. Company shall not be liable for any errors or delays in the content, goods, or services available on such other websites, or for any actions taken or not taken in reliance thereon. The links are provided “as is” and use of such links is at your own risk.
11. Payment Processing
We use a third-party payment processor (the “Payment Processor”) to process any payments made through the Site. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Company is not responsible for these financial transactions, the security of your financial information with respect to these transactions, and any errors by the Payment Processor. You acknowledge and agree that we are not responsible for any unauthorized charges or other breach of your financial information and/or security.
By making payments through the Site, you agree to pay us—through the Payment Processor—all charges at the prices then in effect for any use of such payment processing in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand.
12. Disclaimer of Warranties
THE SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SITE AND ANY CONTENT AVAILABLE AT YOUR OWN RISK. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, TO THE INFORMATION, CONTENT, MATERIALS OR GOODS INCLUDED ON THE SITE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. UNLESS OTHERWISE SPECIFIED IN THESE TERMS, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE SITE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT COMMUNICATIONS BETWEEN YOU AND COMPANY, OR ANOTHER USER OF THE SITE, WILL BE SECURE FROM INTERFERENCE, VIRUS-FREE, OR FREE OF OTHER HARMFUL COMPONENTS. THE SITE IS CONTROLLED, OPERATED, AND ADMINISTERED BY COMPANY FROM ITS OFFICES WITHIN THE UNITED STATES. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SITE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. IF YOU ACCESS THE SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND COMPANY ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS. ANY OFFER FOR ANY SERVICE OR GOOD MADE IS VOID WHERE PROHIBITED.
13. Limitation of Liability
YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER, OR THAT YOU ARE ONLY USING THE SITE UNDER THE SUPERVISION OF A PARENT OR GUARDIAN. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE. NEITHER COMPANY NOR ANY OF COMPANY’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO YOUR USE, OF OR INABILITY TO USE, THE SITE OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, OR FOR LOST DATA OR LOST PROFIT, EVEN IF COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THE SITE, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SITE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON COMPANY’S COMPUTERS AND/OR SERVERS. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF COMPANY’S SITE AND ASSOCIATED SERVICES. UNLESS OTHERWISE SPECIFIED IN THESE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, OR ITS PARENT, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS—WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY—ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED THE TOTAL AMOUNT YOU PAID TO COMPANY TO UTILIZE THE SITE WITHIN THE PRECEDING THREE (3) MONTHS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. Additional Disclaimers
THE SITE, TOGETHER WITH ANY DOCUMENTS ISSUED BY COMPANY OR ITS SERVICE PROVIDERS, AFFILIATES, OR BUSINESS PARTNERS AND AVAILABLE THROUGH THE SITE, MAY CONTAIN CERTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE BASED ON COMPANY’S CURRENT EXPECTATIONS AND ARE SUBJECT TO UNCERTAINTY AND CHANGES IN CIRCUMSTANCES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE EXPECTATIONS DUE TO CHANGES IN GLOBAL ECONOMIC, BUSINESS, COMPETITIVE MARKET, AND REGULATORY FACTORS. MORE DETAILED INFORMATION ABOUT THOSE FACTORS IS CONTAINED IN COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NOT ALL GOODS AVAILABLE THROUGH THE SITE ARE ELIGIBLE FOR EXPORT IN ALL COUNTRIES. YOU ASSUME THE RESPONSIBILITY TO ENSURE THAT ANY GOODS PURCHASED FROM THE SITE ARE IN FULL COMPLIANCE WITH ANY AND ALL CODES, REGULATIONS, STANDARDS, AND OTHER REQUIREMENTS IN CONNECTION WITH THE IMPORT, EXPORT, AND/OR USE OF THE PURCHASED GOODS IN THE JURISDICTION(S) IN WHICH THE GOODS WILL BE SHIPPED, PLACED, USED, OR OTHERWISE SENT.
15. Indemnification and Remedies
You agree to indemnify, defend, and hold harmless Company and its employees, subsidiaries, affiliates, agents, representatives, distributors, and licensors, from and against any claim, demand, damages, cost, expenses, and liabilities, including reasonable attorneys’ fees, which may arise from or be related to: (a) your use of the Site; (b) Content you post or submit to the Site; or (c) your breach of any provision of these Terms or any warranty provided hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Unless otherwise specified in these terms, you agree that if you are dissatisfied with the Site or any services offered in connection with the Site, do not agree with any part of these Terms, or have any other dispute or claim with or against Company with respect to these Terms or the Site, your sole and exclusive remedy is to discontinue using the Site.
16. Intellectual Property Indemnification
Company shall indemnify and hold you harmless from any rightful claim of any third party that good or service offered on the Site infringes a patent in effect in the jurisdiction where such good or service was provided by Company to you. You shall notify Company promptly of the receipt of any such claim, shall not take any position adverse to Company regarding such claim, and give Company information, assistance, and exclusive authority to settle and defend the claim.
Company shall, at its own expense and choice, either (i) settle or defend the claim and pay all damages and costs awarded in it against you, (ii) procure for you the right to continue using the good or service, (iii) modify or replace the good or service so that it becomes non-infringing, or (iv) remove the infringing good or service, or cease performance of the service, and refund the price. The foregoing list states the entire liability of Company for intellectual property infringement of any good or service.
17. Choice of Law and Venue
The laws of the Commonwealth of Pennsylvania shall govern the validity, performance, enforcement, interpretation, and any dispute that may arise between the parties with respect to these Terms, without giving effect to any principles of conflicts of laws. The parties agree that any action or proceeding arising out of these Terms or your use of the Site, whether at law or in equity, must be brought in the state or federal courts located in Philadelphia County, Pennsylvania and you hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts. You further agree to file any cause of action with respect to these Terms within one (1) year after the cause of action arises. You agree that a cause of action filed after this date is barred.
18. General Terms
These Terms, including any documents referenced herein, represents the entire understanding between you and Company regarding your relationship with Company and use of the Site, and supersedes all other agreements, express or implied, written or oral, between you and Company. These Terms shall not be modified except as provided for herein or in writing, signed by an authorized representative of Company.
If any provision of these Terms is determined to be invalid or unenforceable for any reason whatsoever, the remainder of these Terms shall be enforced to the extent possible, and the offending provision shall be treated as though not a part of these Terms. Company’s failure to act with respect to a breach of these Terms by you or others does not constitute a waiver of its rights with respect to that breach or any subsequent breach, nor shall it constitute a waiver of any other rights under these Terms. Notwithstanding any provision of these Terms, Company has available all remedies at law or equity to enforce these Terms. Company shall have the right to assign these Terms and to sublicense any and all of its rights and under these Terms. You agree to execute any documents that may be necessary to complete any Company assignments or sublicensing.
You agree that there shall be no requirement to translate the Site, or any portion thereof or content thereon, into any other language than the one in which they appear, that all contractual and transactional communications shall be in the English language, and that there shall be no requirement to translate any communication into any other language.
You acknowledge and agree that the provisions, disclosures, and disclaimers set forth in these Terms reflect a fair and reasonable allocation of risk between you and Company, and is not the result of fraud, duress, or undue influence exercised upon you by any person or entity. Any rights not expressly granted herein are reserved.
19. U.S Government Contracts
21. General Terms and Conditions
You are able to purchase goods and services through the Site. Before making purchases through the Site, please review the Company’s General Terms and Conditions. By purchasing goods and services through the Site, you agree to the terms of the General Terms and Conditions, which are hereby incorporated by reference into these Terms.
22. Changes to these Terms
Where required, Company may give notice to you by a general posting in the Site, by electronic mail, or by conventional mail to your address of record. You may give notice to Company by electronic mail or by conventional mail to the address below. If you have any questions about these Terms, the practices of the Site, or your dealings with Company, please contact us at:
Attn: Compliance Officer
4636 Somerton Road
Trevose, PA USA 19053
本隐私政策解释了SUEZ WTS USA, Inc.及其在Suez Water Technologies & Solutions（“SWTS”）业务中的附属公司如何使用我们通过您与SWTS互动收集到的关于您的任何个人信息。
Suez Water Technologies & Solutions
4636 Somerton Rd.
Trevose, PA 19053
Attn: Compliance Officer
Write to us:
Suez Water Technologies & Solutions
4636 Somerton Rd.
Trevose, PA 19053
Attn: Compliance Officer
Goods and services provided on the Site are based upon the information you make available to Company, and Company reserves the right to utilize the most compact and feasible design compatible with sound engineering practices, and to make changes in details of design, construction, and arrangement of goods unless precluded by limitations (including, but not limited to actual space and feedwater/substance quality specifications) specified by Buyer in writing at the time an order is placed. If no such limitations are specified, Company shall not be held responsible for incompatibility of the goods and services due to changes in feedwater/substance quality specifications or site conditions nor for incompatibility with actual space or design limitations, which were not initially disclosed by you but become apparent at a later date.
For services to be accurate and goods to work as intended, you must fulfill the following obligations (“Obligations”): (a) provide Company complete and accurate information and data relevant to the scope of work to be provided, such as information related to your site conditions, systems, related equipment and processes, feedwater, or other substances to be treated or measured with the goods, including any hidden, unapparent, or changing conditions that may affect the effectiveness of the goods; (b) operate all related systems and the goods within the agreed to control parameters or, if none, within industry customary operating conditions; (c) maintain all related systems and goods in good operating condition and repair; and (d) maintain and handle goods in a proper and safe manner. If you fail to fulfill the foregoing Obligations, Company shall be relieved of any warranties or other commitments made to you in writing, and Company shall have no liability for any loss, damage, or injury which you may sustain or for which you may be liable.
You are solely responsible for the operation of your systems, including ensuring that the systems are operated and maintained properly and comply with all laws, rules, regulations, license conditions, and orders. Company will not operate, inspect, or maintain your systems or act as a licensed operator as defined by local regulatory authorities. Goods and services sold by Company are not intended for use in connection with any nuclear facility or activity. You shall not sell or permit the use of the goods in connection with any nuclear installation or activity without the prior written consent of the Company. If, in breach of these Terms, any such use occurs, Company (including its parent, affiliates, suppliers, and subcontractors) disclaims all liability for any nuclear or other damage, injury, or contamination, and, in addition to any other rights of Company, you shall indemnify and hold Company (including its parent, affiliates, suppliers, and subcontractors) harmless against all such liability. You shall maintain all risk, property, and boiler and machinery breakdown insurance covering the full replacement value of your site, systems, and related equipment, together with business interruption coverage, which includes a waiver of subrogation in favor of Company and its affiliates.
All delivery designations are INCOTERMS 2010. Title and risk of loss or damage to goods as well as containers and tanks in which goods are contained, shall pass to you upon Company making the goods available to you for collection at Company’s premises. Delivery dates indicated by Company are only approximate. Quotations and proposal drawings provided by Company show only general style, arrangement, and approximate dimensions and weight. If any part of the goods cannot be delivered when ready due to any cause not attributable to Company, you shall designate an alternate storage location, and Company shall ship such goods to storage. Title and risk of loss shall thereupon pass to Buyer, and amounts payable to Company upon delivery or shipment shall be paid by you along with expenses incurred by Company. Services provided herein shall be charged at the rate prevailing at the time of actual use, and you shall pay directly all costs for storage and subsequent transportation. Your failure to take delivery of the goods shall be a material breach of these Terms.
Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Company’s invoice, which shall be issued at the time of shipment. The prices quoted herein do not include taxes or duties. You shall be directly responsible, and reimburse Company, for the gross amount of any present or future bond, sales, use, excise, value-added, environmental, or other similar tax or duty applicable to the price, sale of delivery of any goods or services furnished hereunder. You shall provide to Company, within one (1) month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes. Unless you have furnished Company with evidence of tax exemption or direct pay permit acceptable to taxing authorities prior to the execution of these Terms, Buyer shall pay all taxes as invoiced by Company and Company is relieved of any obligation to (i) apply any tax exemption or direct pay permit, and/or (ii) refund to you any tax paid by the Company. Company’s invoices will only be issued without domestic VAT where you either make available to Company your valid VAT number in the case of an intercommunity supply or provide a valid certificate or acceptable statement for VAT or duty exemption.
If you are to arrange export or intercommunity shipment, upon request by Company, you agree to provide free of charge to Company evidence of exportation or intercommunity shipment that makes reference to Company’s invoice number and this documentation is acceptable to the relevant tax or custom authorities. In the event that there is either a failure to meet any of the above conditions or the information or documentation provided is deemed to be defective in any way by the tax or custom authorities, then the Company will have the right to separately invoice you for any taxes, VAT, or duties payable together with any interest or penalties that Company incurs as a result and you shall pay this invoice in accordance with the payment terms of these Terms.
For multi-year agreements, pricing stated shall remain firm for twelve (12) months, after which Company shall be entitled to adjust pricing upward on an annual basis according to the designated formula used by Company in your country. You will provide to Company a new purchase order at least thirty (30) days before expiration of any purchase order issued under these Terms. If purchase orders are not renewed or new purchase orders issued by you within this time scale, Company, without any liability and without being subject to any penalties that may be applicable as negotiated with you , may either: (a) decline to make deliveries of goods or provide services; or (b) if requested in writing by you, continue to deliver goods and services subject to new prices that may be applicable and invoice you for these under the expired purchase order at prices in effect as of that date. Buyer agrees to be bound to pay such invoices in accordance with the payment terms of these Terms.
Unless otherwise specified, all prices are INCOTERMS 2010 FCA Company’s premises. You agree to reimburse Company for collection costs, including two percent (2%) interest per month, not to exceed the maximum amount permitted by applicable law, should you fail to timely pay. You shall have no rights to any setoffs of any nature relating to any payments due under these Terms.
Notwithstanding the terms set forth herein or of any agreement or acceptance of Company’s quotation, Company reserves the right at any time and from time to time by notice in writing to the Buyer to (a) increase prices (or impose temporary price adjustments) based on increases in the cost of base components for the goods or services provided, where the increase is due to increased global demand, limited supply, temporary product shortages, allocation of supply, or such other similar inflationary pressures; and (b) impose a surcharge equal to any increase in the cost of the goods or services as a result of a modification of exchange rates, taxes, or other levies imposed by public authorities.
If payment for goods is based on some factor other than the actual amount of goods delivered (e.g., payment is for a fixed amount, or based on usage or production), then you agree to pay for all goods (a) consumed as a result of your failure to comply with the Obligations; or (b) lost or damaged after delivery to you. You agree to provide Company all information necessary to calculate amounts due and enable Company to audit those records.
If goods are being made available to Company under a consignment arrangement, additional terms and conditions shall be applicable and shall be provided by Company.
Company warrants that the goods shall conform to Company’s specifications and shall be free from defects in material and workmanship when at all times operated in accordance with Company’s written instructions; and that the services will be performed with the degree of skill which can reasonably be expected from a seller engaged in a comparable business and providing comparable services under comparable circumstances.
Under no circumstances do services include the operation, inspection, or maintenance of your systems or acting as a licensed operator as defined by local regulatory authorities. Unless otherwise provided in a warranty schedule issued by Company, the foregoing warranties are valid: (a) for Chemicals, the earlier of, the shelf-life of the product, or six (6) months from their date of delivery or the provision of services; (b) for Consumables, including Filters and Membranes, twelve (12) months from their date of delivery; (c) for goods other than Chemicals and Consumables, the earlier of, fifteen (15) months from receipt, or twelve (12) months from start-up/first use; (d) for Software, nine (9) months from the date of receipt. Unless expressly agreed in a performance warranty schedule signed by Company and you on a separate basis, there is no performance warranty on goods or services or warranty on process results.
For goods not manufactured by Company, the warranty shall be the manufacturer’s transferable warranty only. Any claim for breach of these warranties must be promptly notified in writing or the claim will be void. Company’s sole responsibility and your exclusive remedy arising out of or relating to the goods or services or any breach of these warranties is limited to, at Company’s option: (a) replacement of non-conforming goods or refund of purchase price of the non-conforming goods; and (b) re-performance of the services at issue, or a refund of the amount paid for the services at issue. No allowance will be made for repairs or alterations made by you without Company’s written consent or approval. Goods may not be returned to Company without Company’s written permission. Company will provide you with a “Return Material Order” number to use for returned goods. You are not entitled to extend or transfer this warranty to any other party. The foregoing warranties are in lieu of and exclude all other warranties, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose.
Semi-bulk containers (“SBCs”) owned by Company shall be used only for the storage of goods approved by Company and you shall return to Company all SBCs owned by the Company in an “empty” condition, as defined by appropriate transport or environmental regulations. Title to, and risk of loss or damage of, all equipment, product containers (e.g., pails, drums, recyclable intermediate bulk containers “IBC”), and tanks supplied to you shall pass to you as provided for in Section 2 of these Terms, except that returnable SBCs shall remain property of Company, unless otherwise stated in Company’s documentation.
You are responsible for compliance with all laws and regulations applicable to the operation of your systems and to the storage, use, handling, installation, maintenance, removal, registration, and labeling of all goods from and after your receipt of the good, as well as for the proper management and disposal of all wastes and residues associated with the goods and signing manifests for waste transport and disposal. You are responsible for ensuring that all goods and services provided to you for export are exported in compliance with applicable export control laws and regulations. Permits and licenses which are required to operate apparatus or equipment or to use the goods, shall be procured by you at your expense. You shall be responsible for and procure all permits, licenses, exemptions, authorizations, and approvals necessary to the operation of its systems, including but not limited to permits related to liquid and solid waste handling and discharge, air and water emissions, sound, safety, etc
Company shall not be liable if any such permit, license, exemption, authorization, or approval is delayed, denied, revoked, restricted, violated, or not renewed and you are not to be relieved thereby of your obligations to pay Company in accordance with these Terms. Company’s obligations are conditioned upon your compliance with all applicable trade control laws and regulations. You shall not trans-ship, re-export, divert, or direct goods (including related equipment, software and technical data) other than in and to the ultimate country of destination declared by you and specified as the country of ultimate destination on Company’s invoice. The obligations of the parties to comply with all applicable trade control laws and regulations shall survive any termination or discharge of any other contract obligations.
COMPANY, INCLUDING ITS AFFILIATES, SUBCONTRACTORS AND SUPPLIERS OF ANY TIER, AND THEIR RESPECTIVE AGENTS AND EMPLOYEES (“COMPANY & AFFILIATES”), SHALL HAVE NO LIABILITY FOR INCOMPATIBILITY OF GOODS WITH YOUR ACTUAL SPACE OR DESIGN LIMITATIONS. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COMPANY & AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THESE TERMS OR USE OF ANY GOODS OR SERVICES SHALL NOT EXCEED THE TOTAL PRICE PAID BY YOU. COMPANY & AFFILIATES SHALL NOT BE LIABLE FOR ANY ADVICE, INSTRUCTION, ASSISTANCE, OR ANY SERVICES THAT ARE NOT REQUIRED HEREUNDER OR FOR WHICH COMPANY & AFFILIATES DOES NOT CHARGE YOU.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES, COST OF CAPITAL OR REPLACEMENT WATER OR POWER, DOWNTIME COSTS OR INCREASED OPERATING COSTS, LOST OR DECREASED PRODUCTION, CLAIMS OF YOUR CUSTOMERS FOR SUCH DAMAGES OR ANY SIMILAR OR COMPARABLE DAMAGES, OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, IRRESPECTIVE OF WHETHER ARISING FROM ACTUAL OR ALLEGED BREACH OF WARRANTY, INDEMNIFICATION, PRODUCT LIABILITY OR STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
IF YOU ARE SUPPLYING, OR OTHERWISE MAKING AVAILABLE, COMPANY GOODS OR SERVICES TO A THIRD PARTY, YOU AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD COMPANY, ITS CORPORATE SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FREE AND HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES, LIABILITIES, CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, OR OTHER LITIGATION, ARISING OUT OF OR RELATED TO COMPANY GOODS OR SERVICES PROVIDED BY YOU TO A THIRD PARTY, INCLUDING BUT NOT LIMITED TO PRODUCTS OR SERVICES THAT MAY BE RELATED TO COMPANY GOODS OR SERVICES.
COMPANY & AFFILIATES’ LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT YOU MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUT IN NO EVENT LATER THAN FIVE (5) MONTHS AFTER EXPIRATION OF SUCH WARRANTY PERIOD.
If there is any conflict between these Terms and any written proposal or quotation provided by Company, then the terms and conditions set forth in the proposal or quotation shall prevail. Except as otherwise specified in these Terms, these Terms shall be binding upon and inure only to the benefit of the parties, and their respective successors and permitted assigns, and no other party, including any employee or creditor of any party hereto or any affiliate thereof, shall have any rights or obligations hereunder.
Company shall not be liable nor in breach or default of its obligations under these Terms to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of Company, including, but not limited to: acts of God, natural disasters, unusually severe weather, fire, kidnapping, civil unrest, armed conflict, terrorism, war (declared or undeclared), pandemics or epidemics, material shortages, insurrection, acts (or omissions) by you or your contractors/suppliers or agents, any act (or omission) by any governmental authority, states of emergency, strikes, labor disputes, transportation shortages, vendor non-performance, or accidents at Company’s premises beyond its control that create an unsafe work environment (collectively, “Force Majeure Events”).
The delivery or performance date shall be extended for a period equal to the time lost by reason of delay or non-performance, plus such additional time as may be necessary to overcome the effect of the delay or non-performance. If delivery or performance is delayed for a period exceeding 180 (one hundred and eighty) days, either Company or you may terminate a purchase order without further liability provided
(a) Buyer agrees to pay for all goods in Buyer's possession or for which title has passed to Buyer, at current prices or at such other prices as have been agreed to in writing; and (b) all amounts owing, if any, for the equipment or tanks relating to those goods shall immediately become due and shall be paid within thirty (30) days of receipt of an invoice. If Company is delayed by Buyer’s acts (or omissions), or by the prerequisite work of your contractors or suppliers, Company shall be entitled to an equitable adjustment in schedule, price and/or performance, as applicable.
12. Right to Suspend.
Notwithstanding any other term set forth herein, Company may, in its sole discretion, with or without notice, suspend, change, or impose limits on delivery of goods and services, or any portion thereof, either temporarily or permanently, without any liability to Company by Buyer or third parties.
This Section 13 applies only if these Terms is for the direct or indirect sale to any agency of the U.S. Government and/or is funded in whole or in part by any agency of the U.S. Government. You agree that all goods and services provided by Company meet the definition of “commercial-off-the-shelf” (“COTS”) or “commercial item” as those terms are defined in Federal Acquisition Regulation (“FAR”) 2.101. To the extent the Buy American Act, Trade Agreements Act, or other domestic preference requirements are applicable, the country of origin of goods is unknown unless otherwise specifically stated by Company in these Terms. Buyer agrees that any services offered by Company are exempt from the Service Contract Act of 1965 (FAR 52.222-41). The version of any applicable FAR clause listed in this Section 13 shall be the one in effect on the effective date of these Terms. If you are an agency of the U.S. Government, then as permitted by FAR 12.302, you agree that all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these Terms. You further agree the subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale of COTS and/or commercial items and as appropriate for the prices under these Terms.