Last revion date: November 1, 2024
1.1 This document sets forth the Terms & Conditions of Sale for goods manufactured and/or supplied, (“Goods”) and services provided (“Services”), by the Hach legal entity from which you are ordering (“Hach”) (see ANNEX 1for details specific to each Hach entity) and sold to the original purchaser thereof (“Buyer”). Unless otherwise specifically stated herein, the term “Hach” includes only the Hach legal entity from which you are ordering and none of its affiliates. Hach is a company registered in United Kingdom under company number 01029281 and with its registered office at Laser House, Ground Floor, Suite B, Waterfront Quay, Salford, Manchester M50 3XW. Hach’s VAT Registration Number is GB 174 5572 43. Unless otherwise specifically stated in a written purchase agreement signed by authorized representatives of Hach and Buyer, these Terms & Conditions of Sale establish the rights, obligations and remedies of Hach and Buyer which apply to any contract for the sale of Hach’s “Goods” and/or “Services”. The following Terms & Conditions of Sale in principle apply to both Goods and Services (jointly referred to as “Products”).
1.2 These Terms & Conditions of Sale are incorporated directly and/or by reference in Hach’s offer, order acknowledgment, and invoice documents. These Terms and Conditions of Sale are not intended for consumers and shall only apply to businesses, legal persons under public law or special funds under public law.
1.3 Hach expressly rejects any additional or inconsistent Terms & Conditions of Sale offered by Buyer at any time, whether or not such terms or conditions materially alter the Terms & Conditions of Sale herein and irrespective of Hach’s acceptance of Buyer’s order for the described Products.
2.1 The first to occur of the following acts constitutes an acceptance of Hach’s offer and not a counteroffer and creates a contract of sale or for the provision of Services (“Contract”) in accordance with and incorporating these Terms & Conditions: (i) Buyer’s issuance of a purchase order document against Hach’s binding offer; (ii) acknowledgement of Buyer’s order by Hach; or (iii) commencement of any performance by Hach pursuant to Buyer’s order.
2.2 These Terms & Conditions of Sale also govern any purchase via the website https://uk.hach.com/ (“Website”). . The following shall apply to the conclusion of a Contract via the Website: The representation of the Products on Hach’s Website does not constitute a legally binding offer. Buyer makes an offer to Hach to buy the Product(s) by clicking on the “Submit” button (or other designated buttons confirming purchase) whereby Buyer also acknowledges the applicability of these Terms & Conditions. Hach will send Buyer an e-mail confirming receipt of Buyer’s order ("Order Confirmation E-mail"). The Order Confirmation E-mail is acknowledgement that Hach has received the order, and does not constitute acceptance of Buyer’s offer, unless Hach expressly accepts the order in its Order Confirmation E-mail. A Contract is only concluded when Hach expressly accepts Buyer’s offer or dispatches the Product(s) to Buyer.
3.1 Inspections and re-instatement fees may apply upon expiration of Service Contracts.
3.2 Hach may cancel all or part of any order prior to delivery without liability if the order includes any Products that Hach determines may not comply with export and import permits, safety, local certification, or other applicable compliance requirements, and/or for which Buyer has not obtained the required export and import permits.
3.3 Apart from the existing statutory rights of cancellation, which remain unaffected by the above provisions, the Buyer is not entitled to cancel and/or withdraw from the Contract unless otherwise agreed upon by the parties.
4.1 Unless agreed or specified otherwise in the Contract, delivery will be accomplished (i) CPT Agreed Place of Delivery (Incoterms 2020) destination for shipments within the European Union, EEA and Switzerland, and (ii) CPT Agreed Airport/Harbor of Destination (Incoterms 2020) for shipments outside the European Union, EEA and Switzerland. Hach may at any time, in its sole discretion, without liability or penalty, make partial deliveries of Products to Buyer. Each delivery will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Contract. Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified in the Contract or, if no time is specified, within Hach’s normal lead-time necessary for Hach to deliver the Products sold hereunder. Upon prior agreement with Buyer and for an additional charge, Hach will deliver the Products on an expedited basis.
4.2 If the Buyer is in default of acceptance or if Hach's delivery is delayed for reasons for which the Buyer is responsible, Hach is entitled to demand compensation for the resulting damage including additional expenses (e.g., storage costs) in the amount of 0.5% of the order value per calendar week, but not more than a total of 10% of the order value.
4.3 Hach's statutory claims and proof of higher damages shall remain unaffected.
5.1 Buyer will promptly inspect and accept any goods delivered pursuant to the Contract after receipt of such Goods.
5.2 In the event the goods do not conform to any applicable specifications, Buyer will promptly notify Hach of such nonconformance in writing. In any case, obvious defects must be reported in writing within eight calendar days of receipt of the delivery and hidden defects during the inspection within the same period from discovery.
5.3 Buyer will be deemed to have accepted any Goods delivered under the Contract and to have waived any claim for such nonconformance in the event such a written notification is not received by Hach immediately upon discovery as described herein.
5.4 Hach will have a reasonable opportunity to repair or replace the nonconforming goods at its option. For the applicable process the Buyer must follow, please see Clause 11 Warranty.
5.5 If the Buyer fails to properly inspect the Goods and/or report defects, Hach's liability for the defect not reported on time or properly is excluded in accordance with the statutory provisions.
6.1 Unless agreed or stated otherwise on the order acknowledgement, all prices are in the currency of the Country of Order and are based on delivery according to Incoterms 2020 as stated on the order confirmation or above.
6.2 The prices listed represent an estimate for the Products based on the current price lists at the time of order. The actual amounts charged are determined on the date of actual delivery along with shipping and transportation charges according to the Hach Shipping and Transportation Policy. Additionally, Hach is entitled to impose a temporary surcharge if the supply chain costs (e.g., material, labor and freight costs, security fees and fuel surcharges) significantly increased since entering into the Contract.
6.3 All prices are always stated as net prices; they do not include inter alia, VAT, customs duties, charges for services such as insurance; brokerage fees; sales, use, inventory or excise taxes; special permits or licenses; or other charges imposed upon the production, sale, distribution, or delivery of Products. Buyer will either pay any and all such charges and fees or provide Hach with acceptable exemption certificates, which obligation survives performance under the Contract.
6.4 Buyer will be charged a minimum quantity surcharge of £44 or equivalent in the currency of the Country of Order for any single order less than £135 or equivalent in the currency of the Country of Order, excluding orders placed online via Hach’s Website. Hach reserves the right to establish or revise minimum order sizes and will advise Buyer accordingly. If Buyer requests the supply of additional Products or provision of additional services, as against the amounts or types of Products or services agreed in the Contract, or where substantial changes to the Products or services are requested, Hach shall be entitled to additional fair and appropriate compensation.
7.1 All payments must be made in the currency of the Country of Order unless otherwise agreed between the parties in writing.
7.2 For Internet orders, the purchase price is due at the time and manner set forth at the respective Website. Unless otherwise agreed between the parties, invoices for all other orders are due and payable NET 30 DAYS from date of the invoice without regard to delays for inspection or transportation, with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach’s invoice. For Buyers with no established credit, Hach may require cash or credit card payment in advance of delivery.
8.1 In the event payments are not made in a timely manner, Hach may, in addition to all other remedies provided at law, either: (a) declare Buyer’s performance in breach and terminate the Contract for default; (b) withhold future shipments until delinquent payments are made; (c) deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges; (e) demand a lump sum payment at the rate provided by law; (f) repossess the Products for which payment has not been made; (g) recover all costs of collection including reasonable attorney’s fees exceeding the lump sum payment pursuant to (e); or (h) combine any of the above rights and remedies as is practicable and permitted by law. The right of Hach to claim any further damages including reasonable attorney’s fees remains unaffected.
8.2 Should Buyer’s financial responsibility become unsatisfactory to Hach in its reasonable discretion, Hach may require cash payment or other security. If Buyer fails to meet these requirements, Hach may treat such failure as reasonable grounds for termination of the Contract, in which case reasonable cancellation charges shall be due Hach.
8.3 Buyer’s insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution or termination of the existence of Buyer, constitutes a default under the Contract and affords Hach all the remedies of a secured party under the applicable laws as well as the remedies stated above for late payment or non-payment.
8.4 Buyer is prohibited from setting off any and all monies owed under the Contract from any other sums, whether liquidated or not, that are or may be due Buyer, which arise out of a different transaction with Hach or any of its affiliates.
9.1 Buyer and Hach both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, Buyer must verbally confirm any new or changed wire transfer instructions by calling Hach at the appropriate number listed in ANNEX 1and speaking with Hach’s Finance (Receivables) Department before transferring any monies using the new wire instructions. Both parties agree that they will not institute wire transfer instruction changes and require immediate payment under the new instructions but will instead provide a ten (10) day grace period to verify any wire transfer instruction changes before any outstanding payments are due using the new instructions. Buyer’s payment to any new account other than one that Hach has verbally confirmed using the above procedure will not discharge Buyer’s payment obligation to Hach.
10.1 Legal title to Goods, and to any works products prepared for Buyer in the course of performing Services, passes to Buyer only upon full payment of the purchase price, services fee, or other agreed compensation for these goods or services to Hach. At the request of Hach, Buyer will use commercially reasonable efforts and cooperate in order to fulfill at its costs any further requirements for such retention of title being enforceable.
11.1 Hach warrants that Goods sold under the Contract will be free from defects in material and workmanship and will, when used in accordance with the manufacturer’s operating and maintenance instructions, conform to any express written warranty pertaining to the specific Goods purchased. The warranty period for goods is twenty-four (24) months from delivery unless a shorter or longer period is expressly stated in the applicable Hach manual or agreed in writing between the parties for the goods in question, in which case such shorter or longer period applies. Hach warrants that Services furnished under the Contract will be free from defects in workmanship for a period of ninety (90) days from the completion of the Services. The sole remedy for Products not meeting this Limited Warranty is, at Hach´s reasonable choice, replacement, repair, reperformance of the non-conforming services, credit or refund (partial or full) of the purchase price.
11.2 Hach may, at its own discretion, perform any repairs (i) at Hach’s designated factory bench repair location, (ii) using an authorized service provider, or (iii) at the Buyer’s site. A Buyer seeking warranty service must contact Hach for instructions on repair location and associated logistics. In the case of a defective Product, Hach will cover shipping costs from / to the original purchasing address when shipment is arranged with Hach’s preferred transportation vendor; all other forms of shipment selected by Buyer, and Buyer´s de-installation and installation costs are basically at Buyer’s expense unless Hach is at fault.
11.3 Parts provided by Hach in the performance of repairs may be new or refurbished parts functioning equivalent to new parts. Hach reserves the right to invoice at list price for any parts replaced in the course of a warranty measure that are replaced due to normal wear and Buyer agrees to pay for such parts. The same applies to parts replaced during a service visit. Replaced or repaired parts or deliveries are warranted against defects for the remainder of the original warranty period, unless Hach expressly recognizes a legal obligation to repair or redeliver with the consequence of a new start of the limitation period. All parts that are removed and replaced by Hach shall become the property of Hach.
11.4 Hach does not assume any liability for defects which occur due to reasons for which Hach is not responsible, in particular natural wear and tear. No warranties are extended to consumable items such as, without limitation, reagents, batteries, mercury cells, and light bulbs. Hach excludes any warranty for (i) Products not set into operation by Hach technicians or a certified Hach dealer, (ii) Products altered by Buyer without Hach´s written authorization, (iii) use of parts or accessories not provided by Hach or its original equipment manufacturer, (iv) damages resulting from improper use or handling, accident, neglect, power surge, or operation in an environment or manner in which the Products are not designed to operate or are not in accordance with Hach’s operating manuals; (v) Products not maintained/serviced as per the maintenance instructions provided in the Product manual, or other instructions provided by Hach, (vi) site prework not complete per Hach´s advice; or (vii) any repairs required to ensure equipment meets manufacturer’s specifications upon activation of a service agreement. Costs of such repairs and works shall be borne by the Buyer. All other guarantees, warranties, conditions and representations, either express or implied, whether arising under any statute, law, commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose, are hereby excluded.
11.5 Buyer´s warranty rights become void if Buyer alters Products without Hach´s permission or if Buyer fails to perform maintenance of Products as required and/or prescribed in the relevant manual or other instructions received from Hach.
12.1 Indemnification applies to a party and to such party’s successors-in-interest, assignees, affiliates, directors, officers, and employees (“Indemnified Parties”). Hach is responsible for and will defend, indemnify and hold harmless Buyer and the Buyer Indemnified Parties against all losses, claims, expenses or damages which may result from accident, injury, damage, or death due to Hach’s breach of the Limited Warranty. Buyer is responsible for and will defend, indemnify and hold harmless the Hach Indemnified Parties against all losses, claims, expenses or damages which may result from accident, injury, damage, or death due to negligence, misuse or misapplication of any goods or services, violations of law, or the breach of any provision of this Contract by the Buyer, its affiliates, or those employed by, controlled by or in privity with them. Buyer’s workers’ compensation immunity, if any, does not preclude or limit its indemnification obligations.
13.1 None of Hach and the Hach Indemnified Parties will be liable to any Buyer and Buyer Indemnified Parties under any circumstances for any special, treble, incidental or consequential damages, including without limitation, damage to or loss of property other than for the Products purchased under the Contract; damages incurred in installation, repair or replacement; lost profits, revenue or opportunity; loss of use; losses resulting from or related to downtime of the Products or inaccurate measurements or reporting; the cost of substitute products; or claims of any Buyer Indemnified Parties’ customers for such damages, howsoever caused, and whether based on warranty, contract, and/or tort (including negligence, strict liability or otherwise).
13.2 The total liability of Hach and the Hach Indemnified Parties arising out of the performance or nonperformance under the Contract or Hach’s obligations in connection with the design, manufacture, sale, delivery, and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products delivered thereunder.
13.3 The aforesaid limitation of liability shall not apply to any mandatory statutory liability (in particular to tort liability under French law), liability for damages caused by willful misconduct or gross negligence, or culpably caused injury to life, limb or health.
14.1 Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarks on nameplates or cast, molded or machined components.
15.1 Subject to all limitations of liability provided herein, Hach will, with respect to any Products of Hach’s design or manufacture, indemnify Buyer from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for infringement of any European patent for Products that Hach sells to Buyer for end use in the European Economic Area and Switzerland that has been issued as of the delivery date, solely by reason of the sale or normal use of any Products sold to Buyer under the Contract and from reasonable expenses incurred by Buyer in defense of such suit if Hach does not undertake the defense thereof, provided that Buyer promptly notifies Hach of such suit and offers Hach either (i) full and exclusive control of the defense of such suit when Products of Hach only are involved, or (ii) the right to participate in the defense of such suit when products other than those of Hach are also involved. Hach’s warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Products according to their applications as envisioned by Hach’s specifications. In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined, Hach will, at its own expense and at its option, either procure for Buyer the right to continue using such Products or replace them with non-infringing products, or modify them so they become non-infringing, or remove the Products and refund the purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing states the entire liability of Hach for patent infringement by the Products. Further, to the same extent as set forth in Hach’s above obligation to Buyer, Buyer agrees to defend, indemnify and hold harmless Hach for patent infringement related to (x) any goods manufactured to the Buyer’s design, (y) services provided in accordance with the Buyer’s instructions, or (z) Hach’s Products when used in combination with any other devices, parts or software not provided by Hach under the Contract.
16.1 All licenses to Hach’s separately-provided software products are subject to the separate software license agreement(s) accompanying the software media (which terms Hach will provide to Buyer before entering the Contract as described herein upon Buyer’s request). In the absence of such terms and for all other software which is not open source software, Hach grants Buyer only a personal, non-exclusive license to access and use the software provided by Hach with Products purchased under the Contract solely as necessary for Buyer to enjoy the benefit of the Products. A portion of the software may contain or consist of open source software, which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed. Buyer agrees that it will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s).
17.1 “Proprietary Information” means any information, trade secrets, business or technical data or know-how in whatever form, whether documented, contained in machine readable or physical components, mask works or artwork, user interfaces or designs or otherwise, which Hach considers proprietary, including but not limited to service and maintenance manuals, and regardless of whether it is marked as confidential. Buyer and its customers, employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach, will use it only for the application of the Products as described in these Terms and Conditions and/or Contract and will not transfer or disclose it without Hach’s prior written consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, or cause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce or otherwise appropriate it.
17.2 All such Proprietary Information remains Hach’s property. No right or license is granted to Buyer or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent right or other proprietary right of Hach, except for the limited use licenses implied by law.
17.3 In respect of personal data supplied by Buyer to Hach, Buyer warrants that it is duly authorized to submit and disclose such data, and that the Buyer shall comply with all applicable data protection laws. Buyer acknowledges that Hach will manage Buyer’s personal data in accordance with its Privacy Policy, located at https://uk.hach.com/privacypolicynd incorporated herein by reference.
17.4 In connection with Buyer’s use of Products, Hach may obtain, receive, or collect data or information, including data produced by the Products. In such cases, Buyer grants Hach and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of such data, or to aggregate such data for use in an anonymous manner, for its business purposes including but not limited to facilitating marketing, sales and R&D activities.
17.5 The scope of Services performed hereunder is as stated in Hach’s quotation and/or order acknowledgement for the Services ordered.
17.6 Payments for Services are due on the later date on which the respective Service has been performed or the invoice is received by customer.
17.7 Changes and Additional Charges for Service: Services which must be performed as a result of any of the following conditions are subject to additional charges for labor, travel and parts: (a) Goods alterations not authorized in writing by Hach; (b) damage resulting from improper use or handling, accident, neglect, power surge, or operation in an environment or manner in which the good is not designed to operate or is not in accordance with Hach’s operating manuals; (c) the use of parts or accessories not provided by Hach; (d) damage resulting from acts of war, terrorism or nature; (e) services outside standard business hours; (f) site prework not complete per proposal; or (g) any repairs required to ensure equipment meets manufacturer’s specifications upon activation of a service agreement.
17.8 Standard delivery hours for Services are the local office hours from Monday through Friday, excluding public holidays.
17.9 Buyer shall be obliged to accept the Services, and acceptance cannot be refused due to insignificant defects. Services shall be deemed to have been accepted if Seller has set the Buyer a reasonable deadline for acceptance after completion of the Services and the Buyer has not refused acceptance within this deadline.
18.1 Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered under the Contract without liability or obligation to incorporate such changes or improvements to Products ordered by Buyer unless agreed upon in writing before the Products’ delivery date. Where Buyer requests the supply of additional or different Products, Hach is entitled to additional fair and appropriate compensation; provisions in Buyer’s order to the contrary (including, e.g., fixed prices) do not apply.
19.1 In connection with services provided by Hach, Buyer agrees to permit prompt access to equipment.
19.2 Buyer assumes full responsibility to back-up or otherwise protect its data against loss, damage or destruction before Services are performed.
19.3 Buyer is the operator and in full control of its premises, including those areas where Hach employees or contractors are performing service, repair and maintenance activities. Buyer will ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of Services.
19.4 Buyer is the generator of any resulting wastes, including without limitation hazardous wastes arising out of the performance of the Contract including performance of Services. Buyer is solely responsible to arrange for the disposal of any wastes at its own risk and expense.
19.5 Buyer will, at its own expense, provide Hach employees and contractors working on Buyer’s premises with all information and training required under applicable safety compliance regulations and Buyer’s policies. If the equipment to be serviced is situated in an unsafe environment Buyer is solely responsible to make it available in an environment where the Hach service technician’s safety will be ensured and where the conditions will not interfere with his/her ability to perform the service work. Hach service technicians will not work in an unsafe environment and Buyer will bear the costs for any service visit aborted due to non-compliance with these safety responsibilities and for any return visit needed to complete the work.
19.6 In the event that a Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer, Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended. The attendance at or completion of such training does not create or expand any warranty or obligation of Hach and does not serve to alter, amend, limit or supersede any part of these Terms & Conditions and/or the Contract.
20.1 Buyer will not use any Products for any purpose other than those identified in Hach’s catalogs and literature as intended uses. Unless Hach has otherwise agreed upon in writing, in no event will Buyer use any Goods in drugs, food additives, food or cosmetics, or medical applications for humans or animals. In no event will Buyer use in any application any Good that requires a special medical device clearance unless and only to the extent the Good has such clearance. Further, Buyer shall not sell, transfer, export or reexport any Hach Products or technology for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Hach Products or technology in any facility which engages in activities relating to such weapons. Any warranty granted by Hach is void if any Goods covered by such warranty are used for any purpose not permitted hereunder.
21.1Hach represents that all Products delivered under the Contract will be produced and supplied in compliance with all applicable laws and regulations in the European Union (“EU”).
21.2 Export and ImportLicenses and Compliance with Export Controls:
21.2.1 Unless otherwise specified in the Contract, and/or if applicable by mandatory laws, Buyer is responsible for obtaining any required export or import licenses at his risk and expense in accordance with the applicable or agreed delivery terms.
21.2.2 Buyer shall comply with all laws and regulations applicable to the installation, use or further sale of all Products, including applicable import, export and reexport control laws and regulations of the EU and any other country having proper jurisdiction, and will obtain all necessary export licenses in connection with any subsequent export, reexport, transfer and use of all Products and technology delivered under the Contract. Buyer explicitly agrees to not sell, export or reexport any of the Products, directly or indirectly, to any country to which the sale, supply, transport, export or reexport of Products is prohibited by the applicable laws and regulations, and undertakes to ensure that adequate mechanisms are in place to ensure compliance with the same by any third parties further down the commercial chain.
21.2.3 Any violation of this section and the applicable laws and regulations shall constitute material breach of an essential element of these Terms and Conditions and/or this Contract. Without limiting Hach´s remedies under applicable laws, Hach may terminate the Contract immediately if it believes, in good faith, that Buyer has breached any provision of this section or has violated or caused Hach to violate any laws or regulations applicable to these Terms and Conditions and/or this Contract.
21.2.4 The Buyer shall immediately inform Hach about any problems in respect to this section, including any relevant activities by third parties, and shall make available to Hach information concerning compliance with the obligations under this section upon request.
21.3 Compliancewith Applicable Anti-Bribery and Corruption Laws:
21.3.1 Buyer shall comply with all local, national, and other laws of all jurisdictions globally relating to anti-corruption, bribery, extortion, kickbacks, or similar matters which are applicable to Buyer’s business activities in connection with the Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, with respect to any of Buyer’s activities related to the Contract. Hach asks Buyer to “Speak Up!” if aware of any violation of law, regulation or Hach’s Standards of Conduct (“SOC”) in relation to the Contract. See http://veralto.com/integrity-compliance.com and veraltointegrity.com for a copy of the SOC and for access to Hach’s Helpline portal.
22.1 Buyer is not an agent or representative of Hach and will not present itself as such under any circumstance unless and only to the extent it has received a separate duly-authorized letter from Hach setting forth the scope and limitations of such authorization.
23.1 Except for Buyer’s payment obligations, neither party shall be liable for delays in performance, in whole or in part, or any loss, damage, cost or expense, resulting from causes beyond its reasonable control, such as acts of God, fire, strikes, epidemics, pandemics, embargos, acts of government or other civil or military authority, war, riots, delays in transportation, difficulties in obtaining labor, materials, manufacturing facilities or transportation, or other similar causes (“Force Majeure Event”). In such event, the party delayed shall promptly give notice to the other party. The party delayed shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
23.2 The party affected by the delay may: (a) extend the time for performance for the duration of the Force Majeure Event, or (b) cancel all or any part of the unperformed part of this Contract without penalty and without being deemed in default or in breach thereof, if such Force Majeure Event lasts longer than ninety (90) days.
23.3 If a Force Majeure Event affects Hach’s ability to meet its obligations at the agreed upon pricing, or Hach’s costs are otherwise increased as a result of such Force Majeure Event, Hach may increase pricing accordingly upon written notice to Buyer.
24.1 Hach may, upon 30 (thirty) days prior written notice, in its sole discretion, elect to terminate any order for the sale of Products, and provide a pro-rated refund for any pre-payment or undelivered Products.
24.2 Either party may terminate the Contract in accordance with these Terms and Conditions without notice if the other party becomes insolvent. This Contract shall be automatically terminated if either party (i) files for bankruptcy protection, (ii) is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within sixty (60) days), (iii) has passed a voluntary winding-up resolution or (iv) has a receiver or trustee appointed for all or a substantial part of its property. Upon termination of the Contract, all outstanding unpaid invoices and any interest shall become due immediately and must be paid by the Buyer without delay.
25.1 Buyer will not transfer or assign the Contract or any rights or interests thereunder without Hach’s prior written consent. Failure of either party to insist upon strict performance of any provision of the Contract, or to exercise any right or privilege contained therein, or the waiver of any breach of these Terms and Conditions or the terms and conditions of the Contract will not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same will continue and remain in force and effect as if no waiver had occurred.
26.1 The construction, interpretation and performance hereof and all transactions thereunder shall be governed by the laws of the country of the Hach legal entity from which the Buyer is ordering excluding the Convention on the International Sale of Goods (CISG) and without regard to its principles or laws regarding conflicts of laws.
26.2 Unless otherwise specifically agreed upon in writing between Hach and Buyer and to the extent permitted by law, any dispute relating to the Contract which is not amicably resolved by the parties shall be adjudicated by a court of competent jurisdiction in the country of the Hach legal entity from which Buyer is ordering.
27.1 These Terms & Conditions of Sale together with the Contracts formed as described herein (incorporating these Terms & Conditions) constitute the entire agreement between the parties and supersede any prior agreements or representations, whether oral or written.
27.2 No change to or modification of these Terms & Conditions or any Contract shall be binding upon Hach unless in a written instrument specifically referencing that it is amending these Terms & Conditions of Sale and/or a specific Contract and signed by an authorized representative of Hach.
27.3 If any provision of these Terms & Conditions or of any Contract to any extent is declared invalid or unenforceable, the remainder of these Terms & Conditions of Sale or the Contract will not be affected thereby and will continue to be valid and enforceable to the fullest extent permitted by law.
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