Terms Of Service / Trade
By using our website design or hosting services (hereinafter the “Services,” defined further below), you signify your agreement to the terms and conditions contained in this Website development or hosting Agreement (hereinafter, the “Agreement”).
This Agreement is between you, We (referred to hereinafter as “We”, “Our”, “us”) or your organization (if you are entering into this Agreement on behalf of an organization), collectively referred to herein as “you” or “your” (and appropriate affirmatives), the website builder / hosting services provider offering these services to you, if any, (the “Primary Service Provider”) and Our partner. (the “Our service provider” or “Third-Party Service Provider”, “Partner”).
This Agreement may be modified from time to time. Modifications made to this Agreement will become effective 30 days after the modifications are posted. This Agreement shall be posted through the interface which you use to configure and/or otherwise order the Services (the “Services Interface”). You agree that you will check the terms and conditions of this Agreement periodically and that, if you no longer agree to the terms and conditions, you will stop using the Services and that you will terminate the Services.
The Services consist of the website builder package and hosting with the specific configuration which you selected or are going to select through the Services Interface as you use the Services. You acknowledge and understand that important service limitations (including capacity matrices), pricing, the term of the Service, payment terms, and other conditions relating to the Services are conveyed through the Services Interface and are hereby incorporated into this Agreement.
Each website created using the Services is built on and integrated with Our service provider’s hosting platform, and any attempt to migrate or otherwise transfer any such website to another hosting provider is prohibited.
Except for the content provided by you, each website created using the Services belongs to Our service provider. For the duration of your Services subscription, you are granted a personal access into each website you create or is created by We on your behalf using the Services. Cancellation of the Services for any reason terminates your access to each website.
As part of the Services, you may be allowed to use certain photographs, illustrations, or other images developed, owned, or licensed by third-party providers (“Images”). The Images are neither sold nor distributed to you and you may use the Images solely as part of the Services. In addition, you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images, and you may not create derivative works of the Images. We have the right, at any time, at our sole and exclusive discretion, to remove any Image(s) from your website.
By uploading content for your website, you grant us nonexclusive, worldwide, sublicensable, royalty-free license: (i) to use the content for the purpose of including it in your website, and (ii) to display screenshots of any website created using the Services, in marketing materials, or in other manners as determined by We in its sole discretion. You represent and warrant that: (y) you have all necessary rights to use such content, and (z) the content does not violate the intellectual property rights or other rights of any third party. As used in this Section, “content” means all information, data, code, text, software, music, sound, photographs, illustrations, graphics, video, messages, or other materials you provide to us in connection with the Services.
You are hereby informed that, if you use a credit card to pay for the Services, that the charge for the Services may appear under a name other than the name of We (the name being generally descriptive of the Services) and that, prior to contacting your credit card company in relation to such charges, that you will first contact We to verify the charges and the manner of billing. You agree that any chargeback by a credit card company (or similar action by another payment provider) of a charge related to the Services, for whatever reason, is a material breach of this Agreement and is grounds for immediate termination.
You further agree that, upon a chargeback by you, you agree and acknowledge that we or our partner may suspend your access to any account you have with our service provider and your use of any domain names, websites, website content, email, or other data hosted on our systems. We will reinstate your rights solely at our discretion, and subject to receipt of the fee owed and then-current reinstatement fee, currently set at US$200.
You agree that the Services shall be provided for the term you selected through the Services Interface. Unless you terminate the Services THROUGH THE SERVICES INTERFACE prior to the end of the then extant Services term, you agree that the Services may be renewed for another term of equal duration to the immediately preceding term and that the resulting fees shall be charged to the credit card associated with your account. You agree to hereby waive any requirement which might otherwise be imposed by law which would require that either We or Our partner obtain your affirmative consent for on-going billings and that your continuing consent to be billed for such renewal(s) may be presumed until such time as you terminate the Services through the Services Interface or by contacting us by mail or phone. You agree that attempts to terminate the Services other than through the Services Interface (such as by sending an email to a general email address of either the We or Our partner) are not reliable means of communication and that such a termination attempt shall not be binding until accepted and acknowledged by either We or the third-party service provider. In relation to renewals, you further agree that it is your obligation to keep the credit card information associated with your account current and that neither We nor Our partner shall be obligated to contact you to update such information in the event that the charges are denied.
You agree that you may not downgrade (reduce) the capacity matrices of the Services below the level of actual use of the Services which you experienced in the current or previous month.
Your use of our Services may be suspended and/or this Agreement may be terminated if either We or Our partner determines that you are or are alleged to be violating the terms and conditions of this Agreement or any other agreement entered into by you and either We or Our partner. In the event of termination or suspension of Services under such circumstances, you agree
(i) that no pre-paid fees will be refunded to you and
(ii) that either We or Our partner may take control of any domain name associated with the terminated Services, provided such domain name was registered through the domain name registration services of either the We or Our partner.
You understand that taking control of a domain name includes, without limitation, acts such as listing such controlling party as the “registrant” and/or “administrative contact” for the domain name and controlling the DNS settings for the domain name.
Either We or Our partner may elect to terminate this Agreement without cause and discontinue the Services upon a 30 days’ notice, whereupon any pre-paid fees for an unused portion of a service term shall be refunded to you within a reasonable period of time. You further agree that, within 30 days of your initial enrolment to receive the Services, either We or Our partner may elect to terminate this Agreement without cause and that, in such event, the termination shall take effect immediately and that any pre-paid fees for an unused portion of your service term shall be refunded to you within a reasonable period of time.
The Services are provided through an infrastructure which is shared by all users of the Services. Your use of the Services may be throttled or suspended indefinitely if your use of the Services degrades the ability of either We or Our partner to provide the Services to other users of the Services.
You acknowledge that email and/or online communication systems (chat, account notices, etc.) will be the primary means of communication between yourself and We and/or Our partner. You acknowledge that it is your responsibility to maintain a current email address and physical mailing address in your contact information. You further agree that you will regularly login to your account to obtain any notices posted through the Services Interface. You agree that your failure to respond to a communication from either We or a third-party Service Provider may result in suspension or cancellation of Services without any refund of pre-paid fees, if any.
You acknowledge that neither We nor a Service Provider are obligated to return any data to you upon termination of this Agreement. You acknowledge that it is your responsibility to download, make copies of, and/or backup all data residing on the servers and other equipment which provide the Services and to do so within the bandwidth limitations of the Services. You acknowledge that any loss or corruption of data which occurs due to an interruption in the Services, regardless of the cause of the interruption, shall not be the responsibility of We or Our service provider and that you may, following an interruption in the Services, be required to upload the data to the servers and other equipment which provide the Services.
You represent and warrant as follows: that
(i) you are lawfully entitled to use, display, posses, or access the data uploaded, linked to, framed, or otherwise posted on your website by you and/or by the users of your website;
(ii) your website and your use of the Services will not infringe the intellectual property rights of any third party;
(iii) your website and your use of the Services will not violate any laws, including, without limitation, laws relating to unsolicited commercial email, child pornography, collection of identifying information, consumer protection, and privacy;
(iv) neither you nor those who access your website will upload any worms, virus, or malicious code to the servers which provide the Services; and
(v) your website and your use of the Services will not subject either We or Our partner to any claims by any third party, including claims relating to infringement of intellectual property rights or claims relating to the products or services which you may provide or offer through the website hosted through the Services.
You further represent and warrant that you will not allow any unauthorized third party to access the account which you use to access the Services.
NO REMEDIES FOR UNPLANNED SERVICE INTERRUPTIONS: SUPA EXPORT AND OUR SERVICE PROVIDER DISCLAIM ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, AND/OR ERROR-FREE. You agree that any unplanned or unannounced interruptions in the Services shall not require a remedy.
LIMITATION OF LIABILITY: YOU AGREE THAT NEITHER SUPA EXPORT NOR OUR SERVICE PROVIDER WILL BE LIABLE FOR ANY (A) SUSPENSION OR LOSS OF THE SERVICES; (B) INTERRUPTION OF BUSINESS; (C) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEB SITE(S) PROVIDED THROUGH OR BY THE SERVICES; (D) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND THE CONTROL OF SUPA EXPORT OR OUR SERVICE PROVIDER; (G) THE PROCESSING OF YOUR APPLICATION FOR THE SERVICES; OR (H) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU FURTHER AGREE THAT NEITHER SUPA EXPORT NOR ITS PARTNERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EITHER SUPA EXPORT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER SUPA EXPORT OR ITS PARTNERS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES FOR A 1-MONTH PERIOD, BUT IN NO EVENT GREATER THAN US$100. BECAUSE SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES/COUNTRIES, THE LIABILITY OF SUPA EXPORT AND/OR ITS PARTNERS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD SUPA EXPORT AND ITS PARTNER(S), THEIR CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES OR ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT. WHEN EITHER SUPA EXPORT AND/OR OUR SERVICE PROVIDER MAY BE INVOLVED IN A SUIT INVOLVING A THIRD PARTY AND WHICH IS RELATED TO THE SERVICES UNDER THIS AGREEMENT, EITHER SUPA EXPORT AND/OR OUR SERVICE PROVIDER MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD SUCH PARTIES HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT BY YOU.
You agree that Our partner or third-party service provider shall not be liable for the actions, inactions, negligence, or intentional misconduct of We. You acknowledge and agree that neither SUPA EXPORT nor Our partner are agents for one another.
DISCLAIMER OF WARRANTIES: NEITHER SUPA EXPORT NOR OUR SERVICE PROVIDER MAKE ANY REPRESENTATIONS NOR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EITHER SUPA EXPORT OR OUR SERVICE PROVIDER SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
GOVERNING LAW: This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of Romania and European Union, as if the Agreement was a contract wholly entered into and wholly performed within Romania. You agree that any action to enforce this Agreement or any matter relating to your use of the Services shall be brought exclusively in the Swedish District Court, or if there is no jurisdiction in such court, then in a court within the Gävle County. You consent to the personal and subject matter jurisdiction of any state or court within the Gävle County, in relation to any dispute arising under this Agreement. You agree that service of process on you by either We or Its partner(s) in relation to any dispute arising under this Agreement may be served upon you by first class mail to the address listed by you in your contact information or by electronically transmitting a true copy of the papers to the email address listed by you in your contact information.
Buyer makes a firm offer to purchase the products (“Product(s)”) described in an order submitted 1) through Seller’s website at https://supaexport.ro/ or 2) by fax, email or other contact with MESA’s Customer Service Desk (the “Order”) using the procedures described in such website and under these Terms and Conditions. Except as otherwise specified herein, Seller accepts Buyer’s offer at the earlier of when (a) Seller sends Buyer a written acceptance (by email, fax, or otherwise), (b) Seller ships Buyer’s Order, or (c) Seller accepts by the signature of its Contract Manager. Seller’s acceptance and this Contract is conditioned on Seller’s on-going credit review and approval of Buyer and Seller’s on-going determination that Buyer and this Contract comply with all applicable laws and regulations in Romania, and Seller’s compliance policies and programs. Without limiting Seller’s other remedies, Seller may require payment in advance should it determine that Buyer’s credit is unsatisfactory. Seller reserves the right to make partial shipment of one or more Products contained in the Order, and unless otherwise specified in Seller’s written acceptance, partial shipment of an Order shall be acceptance of only that portion of an Order. For Products not currently in Seller’s inventory, Seller may either (x) place such Products on backorder and notify Buyer of such status, unless such Products will be in Seller’s inventory within thirty (30) days, or (y) in Seller’s sole discretion, terminate this Contract with respect to Products not in Seller’s inventory by notice to Buyer.
Notwithstanding the foregoing, acceptance is strictly limited to the terms and conditions in this Contract. These Terms and Conditions will apply to Seller’s invoice referred to in Section 7 into which these Terms and Conditions are incorporated. Seller objects to and rejects any provision additional to or different from the terms hereof that may appear in Buyer’s purchase order, acknowledgement, confirmation, writing, or in any other prior or later communication from Buyer to Seller, or arising out of course of dealing or usage in the trade, unless such provision is expressly agreed to by Seller in a writing signed by Seller. Buyer’s commencement of performance shall in all cases constitute Buyer’s unqualified and unconditional acceptance of the terms and conditions of these Terms and Conditions and Seller’s invoice.
Shipment, Title And Risk of Loss
Products shall be delivered FCA (as defined in Incoterms 2010) Seller’s facility (location designated on Seller’s acknowledgement). Buyer shall select the carrier and mode of transportation. Seller will include copies of documentation supporting prepaid freight charges (e.g., carrier invoices or UPS shipping log/manifest), if any, with its invoices. Buyer shall be responsible for costs of insurance and transportation and for all import duties, taxes, or other expenses incurred or licenses or clearance required at any port of entry and destination. Unless expressly stated in writing by.Seller, all shipment and delivery dates are estimates. Title and risk of loss or damage to the Products sold shall pass to Buyer upon delivery to a carrier FCA point, as applicable
Acceptance And Rejection
Buyer’s irrevocable acceptance of the Products shall be conclusively presumed unless Buyer gives written notice of a defect within ten (10) days after receipt. If Seller delivers non-conforming Product(s) as per Order, Seller may at its option and at Seller’s expense promptly correct or replace the Part(s). If Buyer returns a Product for convenience, the Product must be a Product that Seller normally keeps in stock, Seller must be notified and agree to the return of the Product, the Product must be returned within 30 calendar days of purchase, and the Product must be in pristine condition in an unopened container. Products returned for convenience will be charged a 10% restocking fee.
Seller warrants that at the time of delivery all Products furnished hereunder shall be free from defects in material and workmanship. The warranty for Products shall run for a period of [insert if applicable] from the delivery of such Products to Buyer. The Buyer shall give Seller written notice describing the defect immediately upon discovery of the defect. If it is shown to Seller’s satisfaction that the Products fail to conform to this warranty, Seller shall at its option and at its expense either repair or replace the Products or credit Buyer’s account for such Parts. This warranty extends only to the Buyer.
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND THE REMEDIES OF BUYER DESCRIBED IN THIS SECTION ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT IN ANY PRODUCTS PROVIDED UNDER THIS CONTRACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; OR ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER.
Seller’s warranty obligations described in this Section are subject to the following conditions:
The warranted Product(s) have been used under normal operating conditions and have not been subject to the misuse, mishandling, negligence, accident, or ingestion of foreign material.
The warranted Product(s) have not been altered, repaired, or serviced since purchase by anyone other than Seller or its authorized agent.
The warranted Product(s) have been maintained in accordance with original manufacturer requirements and with any written instructions provided by Seller.
All transportation costs and risk of loss of warranted Product(s) shipped for correction of defects to and from the facility designated by Seller shall be borne by Seller.
All original documentation supplied by Seller to Buyer and an engineer’s report detailing the reason for removal or failure, need to be returned with the warranted Product(s) for warranty consideration.
If Seller determines that the Product(s) are not covered by the warranty described in this Section, Buyer will pay Seller for work performed and material furnished in connection with the teardown, investigation, reassembly, and any authorized repair or maintenance services performed, in accordance with Seller’s then current charges.
SELLER WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY) OR IN TORT, AND WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER, OR OTHERWISE, FOR DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, REVENUE OR PROFIT BY BUYER OR ANY CUSTOMER), OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THIS CONTRACT INCLUDING, WITHOUT LIMITATION, ANY NON-CONFORMANCE OR DEFECT IN ANY PRODUCTS PROVIDED UNDER THIS CONTRACT. OR DELAY IN PERFORMANCE. WITHOUT LIMITING THE FOREGOING, SELLER’S MAXIMUM LIABILITY HEREUNDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE PRODUCTS SUBJECT TO THE CLAIM. THE PARTIES AGREE THIS PROVISION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS CONTRACT.
No action may be maintained by Buyer unless written notice of the claim is delivered to Seller within thirty (30) days after the event subject to the claim first becomes known to Buyer, but in no case may Buyer maintain an action unless it is brought within one (1) year after the cause of action accrues.
Buyer is liable for and shall pay all taxes, impositions and charges imposed by any United Arab Emirates (“Romania”) or non-Romania taxing authority arising out of or in connection with this contract. “Taxes” are defined as all taxes, fees, charges or duties and any interest, penalties, fines or other additional tax, including but not limited to sales, use, value added, gross receipts, stamp, custom, withholding, excise, transfer and similar taxes, or other taxes imposed in connection with the performance of this contract, except Romania federal and Emirate income taxes imposed on Seller. Buyer will promptly reimburse Seller on demand for any Taxes that are imposed on and paid by Seller or for which Seller is responsible for collection in connection with this contract. If Buyer is required by the legal requirements of any applicable jurisdiction to deduct any withholding tax from payments made to Seller under this Contract, the amount paid to Seller shall be increased such that, after the withholding and payment of tax on such amounts, Seller shall receive the amount payable to it hereunder determined without regard to such withholding tax.
Invoices And Payment.
Payment shall be made in currency decided by the seller. One of the following provisions will apply and will be designated by the Seller in the acknowledgement to Buyer’s order:
Seller shall forward its invoice to the address specified in this contract. Payment shall be due thirty (30) days from the date of the invoice
Payment shall be made by electronic funds transfer. Buyer shall transfer funds within 24 hours from date of invoice.
If such invoice or any part thereof shall not be paid, it is agreed that Buyer shall pay to Seller with the payment of any such unpaid amount a FINANCE CHARGE computed on a monthly periodic rate of one percent (1%) per month which is an ANNUAL PERCENTAGE RATE of twelve percent (12%).
Seller shall not be liable for delays in performance from causes beyond the reasonable control of Seller. Examples of these causes include, but are not limited to (a) acts of God or of the public enemy, (b) acts of the Government in either its sovereign or contractual capacity, (c) fires, (d) floods, (e) epidemics, (f) quarantine restrictions, (g) strikes, (h) freight embargoes, (i) unusually severe weather, (j) earthquakes, and (k) inability, after commercially reasonable diligence, to obtain raw materials. Seller shall notify Buyer in writing within 10 days after the beginning of any such cause.
Governing Law And Jurisdiction
This contract shall be interpreted, construed and enforced in all respects in accordance with the laws of Emirate of Dubai. It is the firm intention of each party that all disputes and differences arising out of this Contract shall be settled amicably by consultation between the parties. Any dispute or difference which any party believes cannot be so settled shall be referred by that party to the Dubai Courts which shall have exclusive jurisdiction over such dispute or difference and to whose jurisdiction all the parties hereby submit. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Any notice required or allowed under this Contract must be in writing and delivered to Seller at the address specified at the end of these Terms and Conditions and to Buyer at the address stated in the Order or the place of delivery of the Product(s), or such other address as a party may provide to the other party by like notice.
Headings used in these Terms and Conditions are for the convenience of the parties and do not form a part of or may be used to construe this Contract. No consideration will be given to the fact or presumption that one party had a greater or lesser hand in drafting this Contract. Neither party has an employee, agent, “borrowed servant,” partner, fiduciary, or other relationship, other than buyer and seller, and except as expressly stated herein, neither party has the right to control or direct the other party.
These Terms and Conditions and the Order contain the entire agreement of the Parties and supersedes any and all prior agreements, understandings and communications between Buyer and Seller related to the subject matter of this contract. When in conflict, these Terms and Conditions control over the Order. No amendment or modification of this contract shall bind either party unless it is in writing and is signed by authorized representatives of Buyer and Seller.
IMPORT/EXPORT And Compliance.
(a) In performing the obligations of this contract, the Buyer will comply with all applicable statutes and government rules, regulations and orders, MESA’s business conduct policy and procedures (if any) and any other laws and regulations of Romania or any applicable jurisdiction.
Buyer will further comply with United States export control and sanctions laws, regulations, and orders, as they may be amended from time to time, applicable to the export and re-export of goods, software, technology, or technical data (“Items”) or services, including without limitation the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”), and all regulations and orders administered by the U.S. Department of Treasury, Office of Foreign Assets Control (collectively, “Export Control Laws”).
(b) The Party conducting the export shall be responsible for obtaining the required authorizations. The Party conducting the re-export shall be responsible for obtaining the required authorizations. Each party shall reasonably cooperate and exercise reasonable efforts to support the other party in obtaining any necessary licenses or authorizations required to perform its obligations under this contract.
(c) The party providing any Items under this contract shall, upon request, notifies the other party of the Items’ Export Control Classification Numbers (“ECCNs”) as well as the ECCNs of any components or Products thereof if they are different from the ECCN of the Item at issue.
(d) Buyer shall not, without the prior express written consent of Seller, as authorized by its Contract Manager, use the Products in any way involving military end-customers other than the U.S. government. This restriction shall apply to any use, sale, proposal or offer to sell or provide Products to any military end-customers other than the U.S. government anywhere, and shall include any national Army, Navy, Air Force, or other agency of national defence, as well as defence contractors where Buyer knows or has reason to know that the part is likely to be used by, delivered to or benefit a defence agency anywhere.
Waiver And Severability.
Any failure, delay, or forbearance by Seller in enforcing any provision of this contract will not be construed as a waiver or relinquishment of such provision. If any provision of this contract is or becomes void or unenforceable by law, the remainder shall be valid and enforceable.
This contract shall not be assignable by Buyer without the prior written consent of Seller.
Without limiting any other provision of this Contract, Seller may terminate this agreement at any time by giving thirty days (30) written notice to Buyer.
Seller may terminate this contract in the event of:
Buyer’s suspension, dissolution or winding-up of Buyer’s business
Buyer’s insolvency, or its inability to pay debts, or its nonpayment of debts, as they become due
The institution of reorganisation , liquidation or other such proceedings by or against Buyer or the appointment of a custodian, trustee, receiver or similar person for Buyer’s properties or business
An assignment by Buyer for the benefit of its creditors
Any action of Buyer for the purpose of effecting or facilitating any of the foregoing, or
In the event that Seller suffers a loss of tooling necessary to produce such parts. Buyer agrees that Seller’s rights to terminate this Contract are reasonable, and that upon termination, Seller shall not be responsible to Buyer and Buyer shall not make any claim against Seller for any payment or indemnity for loss of goodwill, loss of profit, investments made, or otherwise.
Waiver Of Immunity
Buyer unconditionally and irrevocably agrees that the execution, delivery, and performance of this Contract constitutes private and commercial acts rather than public or governmental acts, and agrees that in the event any legal proceedings are brought against it or its assets in relation to this Contract, no immunity (sovereign or otherwise) from such legal proceedings shall be claimed by it or on behalf of it, or with respect to its assets. Buyer hereby waives any such rights or immunity (sovereign or otherwise) which it or its assets now have or may acquire in the future, to the maximum extent permitted by applicable law.
Legal Fees; Expenses.
Buyer agrees to reimburse Seller for the costs Seller incurs (including attorneys’ fees) in any action or proceeding brought to enforce any provision of this Contract, or where any provision is validly asserted by Seller as a defense.