General Terms and Conditions of Kampmann HVAC US Inc. for the Supply of Goods
Thank you for choosing Kampmann HVAC US Inc. These General Terms and Conditions shall apply to all contracts between the Customer and the Supplier. You are requested to accept these Terms and Conditions prior to placing an order. Silence shall also be deemed acceptance.
An explanation of the relevant defined terms can be found in Section 1.
Any additional or different terms proposed by the Buyer are hereby expressly rejected and shall not become part of the contract unless expressly agreed to in writing by the Supplier. This shall apply notwithstanding UCC § 2-207.
These Terms and Conditions apply exclusively to business customers.
These Terms and Conditions and all contracts between the Customer and the Supplier are drafted exclusively in the English language.
1. Definitions
In these Terms and Conditions, the following definitions shall apply:
Business Day: any day other than a Saturday, Sunday, or public holiday on which banks are open for business in the United States.
Product Schedule: the Supplier’s list of products as set out in the Supplier’s Product Schedule on its website, including the performance specifications, dimensions, and surface finishes applicable to each product.
Conditions: these General Terms and Conditions, as amended from time to time.
Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
Customer: the business entity purchasing the Goods from the Supplier.
Delivery Location: has the meaning set out in Section 4.2.
Force Majeure Event: has the meaning set out in Section 14.
Goods: the goods (or any part of them) specified in the Order.
Goods Specification: any description of the Goods contained in the Product Schedule, including any relevant plans or drawings not contained in the Product Schedule and expressly requested by the Customer, which in each case have been agreed in writing between the Customer and the Supplier pursuant to the Order and the Order Confirmation.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress, rights in goodwill or to sue for passing off, rights in unfair competition, design rights, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order, or the Customer’s written acceptance of the Supplier’s quotation. Orders placed by telephone shall not be accepted.
Order Confirmation: as described in Section 2.3.
Supplier: Kampmann HVAC US Inc., 150 North Michigan Avenue, Chicago, IL 60601.
2.Basis of the Contract
2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.2 The Customer is responsible for ensuring that the terms of the Order and all applicable specifications, including those provided by the Customer, are complete and accurate.
2.3 The Order shall only be deemed accepted when the Supplier issues a written acceptance of the Order (Order Confirmation), at which point the Contract shall come into existence. The Order Confirmation shall set out the details of the Order together with the estimated delivery period.
2.4 Any descriptions or illustrations of the Goods contained in the Product Schedule are provided solely for the purpose of giving an approximate idea of the Goods described therein. They shall not form part of the Contract and shall have no contractual force.
2.5 The Customer represents and warrants that it has the authority to legally bind any company on whose behalf the Goods are purchased. The Customer further warrants that it possesses the necessary technical expertise and knowledge to ensure that the correct and suitable Goods are ordered.
2.6 If the Supplier is unable to supply the Goods, for example because a product is out of stock or no longer available, the shipping date cannot be met, or there is a pricing error in the Product Schedule, the Order will not be processed. If payment for the Goods has already been made, the Customer shall be entitled to a full refund.
2.7 Any quotation issued by the Supplier shall not constitute a binding offer. Any objections or claims relating to a quotation must be raised within one week. If changes are made to the original quotation, the Supplier shall issue a revised quotation.
2.8 Unless expressly stated otherwise in the relevant quotation, all quotations, estimates, and pricing information shall remain valid for a period of twenty-one (21) calendar days from the date of issuance.
2.9 The Supplier reserves the right to make changes to the specifications of the Goods where such changes are necessary to comply with applicable legal requirements or UL, CSA, or E.C. requirements, or, where the Goods are to be supplied to the Supplier’s specifications, provided that such changes do not materially affect their quality or performance.
3. Goods
3.1 The Goods that are the subject of the Order are defined in the Goods Specification.
3.2 The Customer shall be responsible for fully and clearly specifying the Goods ordered that are the subject of the Order. The Customer shall ensure that all information, specifications, and requirements necessary for the performance of the Order are provided completely and accurately.
3.3 The Customer bears sole responsibility for the accuracy and completeness of the information and documentation provided. In the case of custom-made products, bespoke products, or other Goods manufactured in accordance with the Customer’s specifications, the Supplier shall not be liable for errors resulting from incomplete, incorrect, or ambiguous information supplied by the Customer.
3.4 The Customer shall indemnify, defend, and hold harmless the Supplier and its affiliates, directors, officers, employees, agents, and subcontractors from and against any and all third-party claims (including, without limitation, claims by end customers), damages, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to:
(a) any improper or unintended use of the Goods;
(b) the installation, commissioning, maintenance, or repair of the Goods by the Customer or any third party; or
(c) the resale, transfer, distribution, or other use of the Goods by the Customer.
This indemnification obligation shall not apply to the extent that such claims result from the Supplier’s willful misconduct or gross negligence.
4. Delivery of the Goods
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note stating the date of the Order, the Customer’s order number, all relevant reference numbers, the type and quantity of the Goods (including the Goods’ item number, if applicable, as well as the dimensions and surface finishes of each item included in the Order), any special storage instructions (if any), and, where the Order is being delivered in installments, the outstanding balance of Goods remaining to be delivered.
4.2 Delivery of the Goods shall be made DAP (Delivered at Place) Delivery Location (Incoterms 2020). Delivery shall be completed when the Supplier delivers the Goods to the delivery location specified in the Order Confirmation. If the Customer requires delivery at a specific time, such requirement must be stated at the time of placing the Order and shall only be accepted if the Supplier has confirmed the delivery date in writing. The Customer must promptly notify the Supplier if the delivery location specified in the Order Confirmation is incorrect.
4.3 Any change to the estimated delivery period specified in the Order Confirmation, or otherwise agreed between the parties, shall only become effective upon written confirmation by the Supplier.
4.4 Any delivery or collection location referred to in Section 4.2 shall be referred to as the “Delivery Location.”
4.5 Delivery of the Goods shall be deemed completed upon their arrival at the Delivery Location.
4.6 Any delivery dates provided are estimates only, and time for delivery shall not be of the essence. The Supplier shall not be liable for any delay in delivery caused by a Force Majeure Event or by the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods.
4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest available market, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide adequate delivery instructions, or any other instructions relevant to the delivery of the Goods.
4.8 If the Customer fails to accept or take delivery of the Goods within three (3) Business Days after the Supplier has notified the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations in respect of the Goods:
(a) delivery of the Goods shall be deemed completed at 9:00 a.m. on the fourth (4th) Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place and may charge the Customer for all related costs and expenses (including insurance).
4.9 If the Customer has not accepted or taken delivery of the Goods within four (4) Business Days after the Supplier has notified the Customer that the Goods are ready for delivery, the Supplier may resell or otherwise dispose of all or part of the Goods.
4.10 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to ten percent (10%) more or less than the quantity of Goods ordered.
4.11 The Supplier may deliver the Goods in installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery of, or defect in, an installment shall not entitle the Customer to cancel any other installment.
4.12 If, after the conclusion of the Contract, circumstances arise that materially impair the Customer’s creditworthiness, the Supplier shall have the right to suspend performance of any part of the Contract until the Supplier is reasonably satisfied that the Customer is able to fulfill its obligations under the Contract.
5. International Shipping
5.1 The Supplier does not deliver to addresses outside the United States of America. Orders will only be accepted where delivery is to be made to an address within the United States of America.
5.2 Any orders received from outside the United States of America may be forwarded to Kampmann GmbH & Co. KG, Friedrich-Ebert-Straße 128-130, 49811 Lingen (Ems), Germany.
5.3 The Supplier may, at its sole discretion, accept orders for delivery outside the United States. In such cases, additional terms and conditions shall apply.
6. Warranty
6.1 The Supplier warrants that, upon delivery and for a period of twenty-four (24) months from the date of delivery (Warranty Period), the Goods shall:
(a) conform to their description and any applicable Goods Specification;
(b) be free from material defects in design, materials, and workmanship; and
(c) be fit for any purpose expressly stated by the Supplier.
6.2 Subject to Section 6.3, if:
(a) during the Warranty Period, the Customer gives the Supplier written notice within a reasonable period (not exceeding seven (7) calendar days) after discovery that all or any part of the Goods do not comply with the warranty set out in Section 6.1;
(b) the Supplier is given a reasonable opportunity to inspect such Goods;
(c) the Customer (if requested by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s expense; and
(d) the Supplier, at its option, repairs or replaces the defective Goods or refunds the price of the defective Goods in full,
then the Supplier shall satisfy its obligations under the warranty set out in Section 6.1.
6.3 The Supplier shall not be liable for any failure of the Goods to comply with the warranty set out in Section 6.1 if:
(a) the Customer continues to use the Goods after giving notice under Section 6.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions regarding the storage, installation, commissioning, use, or maintenance of the Goods, or (if none exist) failed to follow good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design, or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs the Goods without the Supplier’s prior written consent;
(e) the defect arises as a result of normal wear and tear, willful damage, negligence, or abnormal operating conditions;
(f) the defect arises as a result of minor deviations from the agreed characteristics regarding color or surface finish; or
(g) the Goods differ from their description as a result of changes made to ensure compliance with applicable statutory or regulatory requirements.
6.4 If the Customer fails to give timely notice of a defect, the Goods shall be deemed approved, conforming, and accepted by the Customer. In any event, the use, further processing, or resale of the Goods shall constitute unconditional acceptance.
6.5 The provisions of this Section 6 shall apply accordingly to any replacement deliveries, repairs, remedial work, or substitute performance.
6.6 Warranty Disclaimer: Except as expressly provided in this Agreement, the Supplier makes no warranties whatsoever, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
7. Transfer of Title and Risk
7.1 Risk of loss or damage to the Goods shall pass to the Customer upon the Supplier's delivery of the Goods to the carrier selected for transportation to the Delivery Location or, if the Customer wrongfully refuses to accept the Goods, at the time the Supplier tenders the Goods for acceptance.
7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full, in cleared funds, for:
(a) the Goods; and
(b) all other goods and services that the Supplier has supplied to the Customer and for which payment has become due.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods as bailee and fiduciary custodian for the Supplier;
(b) store the Goods separately from all other goods in the Customer’s possession so that they remain readily identifiable as the Supplier’s property at all times;
(c) not remove, deface, alter, or obscure any identifying mark, label, serial number, or packaging relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks from the date of delivery;
(e) promptly notify the Supplier if any of the events listed in Sections 12.1(a) through 12.1(g) occurs; and
(f) provide the Supplier with such information relating to the Goods as the Supplier may reasonably request from time to time,
provided that the Customer may resell or use the Goods in the ordinary course of its business.
7.4 Until title to and ownership of the Goods have passed to the Customer (and provided that the Goods still exist and have not been resold), and without limiting any other rights or remedies available to the Supplier, the Supplier shall be entitled at any time to require the Customer to deliver up the Goods. If the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or any third party where the Goods are stored to recover them.
7.5 The Supplier retains a purchase-money security interest in the Goods until payment has been received in full. The Customer authorizes the Supplier to file any UCC financing statements and take any other actions reasonably necessary to perfect and maintain such security interest.
8. Charges and Payment Terms
8.1 The price of the Goods shall be the price stated in the Order or, if no price is specified, the price set out in the Product Schedule at the time of delivery. The price of the Goods includes all costs and charges for packaging the Goods. The cost of delivery of the Goods shall be stated separately in the Order. The price specified in the Order does not include the cost of any system design services, any costs associated with unloading the Goods at the Delivery Location, installation services, or any insurance, all of which shall be borne separately by the Customer, either at the time of payment for the Goods (unless otherwise specified) or, where such services are arranged independently by the Customer. The Supplier shall have no obligation to provide installation services.
8.2 The prices for the Goods set out in the Product Schedule do not include shipping charges. Shipping charges shall be specified in the Supplier’s quotation.
8.3 The Supplier reserves the right to increase the price of the Goods by written notice to the Customer at any time prior to delivery in order to reflect any increase in the cost of the Goods to the Supplier arising from:
(a) factors beyond the Supplier’s control, including fluctuations in exchange rates, increases in taxes and duties, and increases in labor, material, and other manufacturing costs;
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by the Customer’s instructions relating to the Goods or the Customer’s failure to provide the Supplier with adequate or accurate information or instructions relating to the Goods.
8.4 The Customer shall pay each invoice submitted by the Supplier within thirty (30) days net from the invoice date, unless otherwise expressly agreed in writing and indicated on the invoice, in full and in cleared funds to a bank account designated in writing by the Supplier.
8.5 All amounts payable by the Customer under the Contract are exclusive of any applicable sales, use, excise, value-added, or similar taxes imposed by any federal, state, or local taxing authority. Such taxes shall be stated separately on the Supplier’s invoices.
To the extent the Supplier is required to collect or remit any taxes in connection with the supply of Goods or services under this Contract, the Customer shall pay such taxes together with payment of the applicable invoice, unless the Customer provides a valid tax exemption certificate or other documentation acceptable to the relevant taxing authority.
If withholding taxes apply, the Customer shall gross up all payments so that the Supplier receives the full invoiced amount, except to the extent otherwise required by mandatory applicable law.
8.6 Without prejudice to any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date, the Supplier shall be entitled to charge interest on the overdue amount at the rate of eight percent (8%) per annum above the Prime Rate as published in The Wall Street Journal, or, if lower, the maximum rate permitted by applicable law.
Such interest shall accrue daily from the due date until the date of actual payment, whether before or after judgment, and shall be invoiced on a quarterly basis.
8.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law, and the Customer shall not be entitled to assert any credit, set-off, counterclaim, or deduction against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owed to it by the Customer against any amount payable by the Supplier to the Customer.
8.8 The Supplier reserves the right to suspend delivery if it is unable to process payment.
8.9 If the Supplier is unable to obtain credit insurance coverage for the Customer, the Supplier shall be entitled, at its sole discretion, to require advance payment or other adequate security (including, without limitation, bank guarantees or letters of credit acceptable to the Supplier) as a condition for delivery or continued performance.
If the parties have already entered into a Contract and it subsequently becomes apparent that credit insurance cannot be obtained for the Customer, or that existing coverage has been withdrawn or reduced, the Supplier shall be entitled to require such advance payments or alternative security as a condition for continued performance.
The Supplier may suspend performance of its obligations until such security has been provided. The Customer’s refusal to provide reasonable security shall entitle the Supplier to terminate the Contract for cause, without prejudice to any other rights or remedies available to the Supplier.
9. Intellectual Property Rights
All Intellectual Property Rights in or relating to the Goods, or arising out of or in connection with the Goods, shall remain vested in or licensed to the Supplier. The Customer shall not permit any trademarks, instructions, warnings, labels, or other information affixed to or contained on the Goods to be removed, altered, obscured, or defaced.
10. Confidentiality
Each party (the Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives of a confidential nature disclosed to it by the other party (the Disclosing Party), its employees, agents, or subcontractors, as well as any other confidential information concerning the Disclosing Party’s business, products, or services that comes to the Receiving Party’s knowledge.
The Receiving Party shall restrict disclosure of such confidential information to those of its employees, agents, or subcontractors who need to know such information for the purpose of performing the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents, or subcontractors are subject to confidentiality obligations no less stringent than those binding on the Receiving Party.
The obligations set forth in this Section 10 shall survive the termination or expiration of the Contract.
11. Limitation of Liability
11.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence or the negligence of its employees, agents, or subcontractors; or
(b) fraud or fraudulent misrepresentation.
11.2 Under no circumstances shall the Supplier be liable for any loss or damage suffered by the Customer, whether arising directly or indirectly, immediately or consequentially, and whether arising in contract, tort (including negligence), or otherwise, that falls within any of the following categories:
(a) special, indirect, incidental, or consequential loss or damage, even if the Supplier was aware of the circumstances in which such loss or damage could arise;
(b) loss of profits (whether considered a direct or indirect loss);
(c) loss of anticipated savings;
(d) loss of business opportunities;
(e) loss of goodwill or damage to reputation;
(f) loss or corruption of data or information;
(g) loss of production; or
(h) any remedial, corrective, or repair work performed on the Goods by third parties engaged by the Customer, or resulting from the failure to follow the Supplier’s installation and operating instructions (if any) or any manufacturer’s instructions. The Supplier shall be entitled to charge the Customer for any such remedial work.
11.3 Subject to Sections 11.1 and 11.2, the Supplier’s aggregate liability to the Customer for all other losses arising out of or in connection with the Contract or any collateral contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the amount paid by the Customer to the Supplier for the Goods giving rise to the claim.
11.4 This Contract constitutes the entire and final agreement between the parties. There are no collateral agreements, representations, warranties, or other statements, whether oral or written, made by the Supplier or its agents that are not expressly incorporated into this Contract, and no such statements shall have any legal effect.
11.5 The Customer expressly acknowledges and agrees that it has not entered into this Contract in reliance upon any representation, warranty, statement, or assurance made by the Supplier or any third party other than those expressly set forth in this Contract.
11.6 The Customer and the Supplier agree that neither party shall have any claim for innocent misrepresentation, negligent misrepresentation, or negligent misstatement based upon any statement contained in or relating to this Contract.
11.7 The provisions of this Section 11 shall survive the termination or expiration of the Contract.
11.8 Nothing in this Agreement shall exclude or limit liability to the extent such limitation is prohibited by applicable law, including liability for personal injury or property damage caused by defective products.
12. Termination
12.1 Without prejudice to any other rights or remedies available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, or admits its inability to pay its debts;
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its indebtedness, or proposes, enters into, or makes any compromise or arrangement with its creditors;
(d) a receiver, trustee, administrator, or similar officer is appointed over any of the Customer’s assets;
(e) any event occurs, or proceeding is commenced, in any jurisdiction to which the Customer is subject that has an effect equivalent or similar to any of the events referred to in Sections 12.1(a) through 12.1(d);
(f) the Customer ceases, threatens to cease, suspends, or threatens to suspend the carrying on of all or a substantial part of its business; or
(g) the Supplier reasonably believes that any of the events referred to above is about to occur in relation to the Customer and notifies the Customer accordingly.
12.2 Without prejudice to any other rights or remedies available to it, the Supplier may suspend all deliveries of Goods under this Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to pay any amount due under this Contract on the due date for payment; or
(b) any of the events specified in Sections 12.1(a) through 12.1(g) occurs in relation to the Customer, or the Supplier reasonably believes that any such event is about to occur.
13. Consequences of Termination
Upon termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all outstanding unpaid invoices of the Supplier together with any accrued interest thereon;
(b) the Customer shall return all Goods that have not been paid for in full. If the Customer fails to do so, the Supplier shall be entitled to enter the Customer’s premises and take possession of such Goods. Until such Goods are returned, the Customer shall be solely responsible for their safe keeping and shall not use them for any purpose unrelated to this Contract;
(c) the accrued rights and remedies of the parties as of the date of termination shall not be affected, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination or expiration; and
(d) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. Force Majeure
14.1 For the purposes of this Contract, a Force Majeure Event means any event beyond the Supplier’s reasonable control, including, without limitation, strikes, lockouts, or other labor disputes (whether involving the workforce of the affected party or any other party), failure of a utility service or transportation network, shortages in the supply of raw materials or other materials required for the manufacture of the Goods, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.
14.2 The Supplier shall not be liable to the Customer for any delay in performing, or failure to perform, its obligations under this Contract to the extent such delay or failure is caused by a Force Majeure Event.
14.3 If a Force Majeure Event prevents the Supplier from delivering the Goods for a period exceeding eight (8) weeks, the Supplier shall, without prejudice to its other rights and remedies, be entitled to terminate this Contract immediately by written notice to the Customer.
15. Environmental Matters
15.1 The Customer shall bear all costs, charges, and expenses arising out of or in connection with the decommissioning, recovery, recycling, and disposal of the Goods, or any part thereof, and the Supplier shall have no liability for any such costs or expenses.
15.2 The Customer shall be responsible for obtaining and complying with all relevant licenses, permits, approvals, and consents from the appropriate regulatory authorities and for complying with all other requirements of such authorities relating to the storage, installation, operation, use, maintenance, repair, transportation, decommissioning, recovery, and final disposal of the Goods.
15.3 The Customer shall indemnify and hold harmless the Supplier from and against all costs, expenses, and liabilities (including reasonable attorneys’ fees and legal costs) incurred by the Supplier as a result of any breach of this Section 15 by the Customer, whether such breach is intentional, willful, negligent, or otherwise.
16. Export Control
The Customer shall comply with all applicable export control laws and regulations of the United States of America and any other relevant jurisdictions. In particular, the Customer shall not, directly or indirectly, sell, export, transfer, supply, or otherwise make the Goods available to any country, individual, entity, or organization that is subject to embargoes, sanctions, or other trade restrictions, including those imposed or administered by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), or any comparable governmental authority. The Customer shall indemnify, defend, and hold harmless the Supplier from and against any and all claims, losses, liabilities, damages, costs, and expenses arising out of or relating to any breach of this Section 16 by the Customer.
17. General
17.1 Assignment and Subcontracting
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, or otherwise deal in any manner with all or any of its rights under the Contract, and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, or otherwise deal with any of its rights or obligations under the Contract, whether in whole or in part.
17.2 Notices
(a) Notices may be given by email and shall be deemed duly delivered upon confirmation of transmission, provided that no notice of delivery failure is received.
(b) This Section 17.2(a) shall not apply to the service of process or other documents in connection with any legal proceeding.
17.3 Testing, Inspection, and Documentation
The Supplier does not provide testing or inspection services. Any such services shall be arranged and paid for separately by the Customer.
17.4 Insurance
Each party shall maintain insurance coverage sufficient to cover its liabilities and obligations under the Contract and applicable law and shall, upon reasonable request of the other party, provide certificates of insurance and evidence of premium payment.
17.5 Waiver
No waiver of any right under the Contract shall be effective unless made in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by either party in exercising any right or remedy under the Contract or at law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise. Any single or partial exercise of any such right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.
17.6 Severability
(a) If any provision of the Contract (or part of any provision) is held by a court or other competent authority to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the remaining provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable, or illegal provision of the Contract would be valid, enforceable, and legal if part of it were deleted, the provision shall apply with such minimum modification as is necessary to make it legal, valid, and enforceable.
17.7 No Partnership or Agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture, or other similar relationship between the parties, nor shall it constitute either party the agent of the other for any purpose. Neither party shall have authority to act on behalf of, or to bind, the other party in any manner whatsoever.
17.8 Amendments
Except as otherwise provided in these Conditions, no amendment to the Contract, including the introduction of any additional terms and conditions, shall be binding unless made in writing and signed by the Supplier.
17.9 Governing Law and Jurisdiction
This Contract and any dispute or claim arising out of or relating to it, its subject matter, or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.
The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and waive any objection based on venue or forum non conveniens.