Terms and Conditions

 

TERMS AND CONDITIONS

Unless otherwise agreed on in writing, these Lighthouse Worldwide Solutions, Inc. (“LWS”) Terms and Conditions (the “T&Cs”) apply to LWS’s dealings with the customer (the “Work”), identified in the applicable project contract, quotation, purchase order, or other purchasing document in the absence of which the Schedule to these Ts and Cs will be populated (the “Contract”) entered into between LWS and the customer identified in the Contract (the “Customer”). The Customer agrees that the sale and purchase of Work from LWS under the Contract is made subject to this Agreement (collectively, these T&Cs and the Contract are referred to as the “Agreement”).

These Terms and Conditions, the Contract, and any “change order” (where the Customer’s requirements  change after the Agreement is entered into), executed in accordance with this Agreement together constitute the entire agreement between the parties in relation to the subject matter and supersede all prior or contemporaneous agreements, arrangements, understandings or communications (whether written or oral) relating to that subject matter and exclude any terms or conditions which the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.

These Terms, and the reference to Work, incorporate the following dealings between the parties:

  1. the sale of the cleanroom monitoring equipment (Products);
  2. the subscription for the access to and provision of Software (Subscription);
  3. in relation to the Product installation, the provision of ongoing servicing and maintenance (Services).

 

All Work is subject to the following terms and conditions:

  • ORDERS:
  1. All orders set out in a Contract by a Customer and shared with LWS are offers made by the Customer to LWS. Such communication will never be an invitation to treat. If LWS accept the Contract in writing or if LWS book the order set out in the Contract to its order entry system then either action by LWS will constitute LWS’s irrevocable acceptance of an order strictly on the terms of the Agreement to the exclusion of any other terms. The Agreement will be binding on LWS and the Customer.
  2. No terms or conditions submitted by the Customer shall apply to the Works unless expressly agreed in writing and signed by an authorised representative of LWS. The commencement of performance by LWS, or delivery of the Works, shall not be deemed acceptance of any terms proposed by the Customer.
  3. Any reference in a Customer order or other document to the Customer’s terms is for administrative purposes only and shall not affect the application of these terms, even if LWS does not expressly reject such terms. Any reference in a purchase order to the Customer’s terms and conditions shall be of no effect. Fulfilment of a purchase order does not constitute acceptance of any terms and conditions contained or referred to in that purchase order. The parties agree that LWS rejects all such terms and conditions and that this Agreement exclusively governs the contract between the parties.
  • TERMS OF PAYMENT:
  1. Payment terms for the purchase of the Products are net thirty (30) days from date of LWS’ invoice. Payment will be made in GBP, unless specified otherwise in the invoice. All sums not paid when due will accrue interest daily at the rate of one and one half percent (1.5%) above the base rate of the Bank of England until paid in full. If any sums are thirty (30) or more days late, LWS may, on written notice to the Customer, and without liability, suspend Work done under the Contract or under any other contract, purchase order, or other purchasing document between the Customer and LWS. LWS shall resume Work after all sums owed, including any interest accrued thereon, are paid in full.
  2. For Subscriptions, payment will be required in advance of each subscription period as defined in the Contract. LWS may increase the price of a Subscription from time-to-time on at least thirty (30) days’ written notice, to account for increases in labor, goods, and services costs and other factors.
  3. For Services or charges in connection with this Agreement including those referenced in section 9, payment will be required in arrears once the Services have been performed or in accordance with any agreed timetable.
  • SHIPPING AND DELIVERY:
  1. Shipment and delivery dates are estimates only. LWS shall use reasonable efforts to ship and deliver the Products on the requested dates, but its failure to do so will not be deemed a breach of the Agreement.
  2. All deliveries will be Ex-Works (EXW) LWS’s factory. LWS will select a carrier for shipment unless instructed otherwise in writing by the Customer and the Customer assumes responsibility for payment of the shipper. LWS will not assume any liability in connection with shipment, nor will the shipper/carrier be construed to be an agent of LWS. Title and risk of all loss will pass to the Customer upon delivery by LWS to carrier. The Customer must provide its own insurance for all shipments. Shipments may be shipped in several lots unless instructed by the Customer to ship complete. LWS will deliver the Work to a carrier at LWS’s factory and, if the Work is sold to a Customer outside the United States, will clear the Work for export destined outside the United States. The Customer will pay all freight charges, applicable import duties, and other necessary fees and will bear the risks of carrying out customs formalities and clearance.
  3. Orders are entered as close as possible to the Customer’s requested shipment date, if any. Shipment dates are scheduled after acceptance of orders and receipt of necessary documents. All shipments are deemed accepted unless, within ten (10) days of receipt, the Customer supplies, in writing, a claim for specific damages. Claims for shipment shortage will be deemed waived unless presented to LWS, in writing, within ten (10) days of receipt. All other claims for loss, damage, or mis-delivery must be filed with the relevant carrier.
  4. All Work shall be deemed accepted by the Customer upon receipt subject to LWS’s Return Policy as identified in Section 9.
  • TAXES AND OTHER CHARGES:

Prices are exclusive of, and the Customer will pay, applicable sales, use, service, transfer, excise, value added or like taxes, unless the Customer has provided LWS with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities.

  • TERM:
  1. This Agreement will be effective as of the last signature to the Contract. Subscriptions will last for the subscription period provided in the Contract, provided that either party may terminate the subscription period and/or this Agreement if the other party breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
  2. If this Agreement is terminated, then any subscription period will also terminate. Prior to the end of the subscription period, LWS may contact the Customer regarding renewing the subscription period. At the expiration or termination of a subscription period (including if the subscription period is not renewed), then LWS may, without liability, terminate all access to the Subscription without notice to the Customer.
  • INTELLECTUAL PROPERTY:
  1. Except for Subscriptions, subject to the Customer’s compliance with the terms of this Agreement and on payment in full of all amounts owed for the applicable Work, the Customer will own all right, title, and interest in and to such Work; provided, however, that all of LWS’s background knowledge, know-how, techniques, methods, discoveries, inventions, and other background intellectual property owned by LWS, whether developed before or after the effective date of the Agreement, and that LWS uses or may use in its work for other customers (the “Background IP”) will remain LWS’s exclusive property, and the Customer will only have a limited, personal, nonexclusive, non-transferable license to use Background IP contained within the Work only to the extent necessary for the Customer to use the Work as intended.
  2. For Subscriptions, subject to the Customer’s compliance with the terms of this Agreement and on payment in full of all sums due and owing to LWS for the Work, during the applicable subscription period, LWS grants to the Customer a limited, nonexclusive, non-transferable, non-sublicensable license to access and use the Subscription (including any software contained within the Subscription (the “Software”) in object code format solely in connection with the Work). Except as expressly provided in this Agreement, the Customer will have no right, title, or interest in or to any Subscription or Software, and LWS and its suppliers and licensors will retain all right, title, and interest in and to the Subscription and Software, including to any bug fixes, error corrections, updates, or upgrade that LWS chooses to make available to the Software. The license to the Subscription and Software granted under this Section 6 will terminate immediately and automatically without notice if the Customer fails to comply with any provision of the Agreement, including any of the restrictions set forth in Section 7 (the “Restrictions”), or if the subscription period terminates or expires.
  3. The Customer may make one archival copy of the Software solely for backup purposes provided the Customer retains all copyright and other notices from the original Software on that copy. If the subscription period expires or is terminated (including if this Agreement expires or is terminated), the Customer may keep the version of the Software the Customer currently has, to use solely to view the historical data, provided that the Customer shall make no other uses of the Software whatsoever after expiration or termination.
  4. Except as specified in this Section 6, nothing under the Agreement will be deemed to transfer to or vest in the Customer any intellectual property rights whatsoever.
  5. Except as expressly authorized in Section 6 or in Section 7, the Customer will not:
  6. copy the Software;
  7. modify, translate or create derivative works of the Software;
  8. reverse engineer, decompile, disassemble or attempt to derive the source code or underlying ideas or algorithms included in the Software except to the minimum extent necessary to comply with applicable nonwaivable law;
  9. rent, lease, distribute, sell, assign, sublicense, transfer, encumber or otherwise make available the Software to others;
  10. export the Software (or any other Work) except in compliance with applicable law, including safety and standard setting laws and regulations in the country where the Work will be used and all export and import laws and regulations;
  11. provide, disclose or make the Software available to anyone other than to the Customer’s employees, contractors and agents who have a need to know and who are under an obligation of confidentiality;
  12. change any proprietary rights notices on the Software;
  13. use the Software for any other purpose than the Customer’s internal purposes or any applicable documentation, as intended for the Software by LWS, and in no event for any reason detrimental to LWS’ interests;
  14. permit any other person to take any of the actions described in subparagraphs (a) through (h) above;
  15. use any Software only in accordance with the terms of the Contract and.
  16. ensure that access to the Software is limited to authorised users;
  17. maintain appropriate security measures to prevent unauthorised access or use.
  • THIRD PARTY SOFTWARE:

The Software includes not only computer programs developed by LWS, but also proprietary computer programs developed by third parties (“Third Parties”). The Third Parties are intended beneficiaries of the Agreement and may enforce the terms of the Agreement to the extent it relates to those Third Parties’ software (the “Third Party Software”). Third Party software may also be subject to additional terms from the applicable Third Party. The Third Parties have provided the Third-Party Software AS IS, without representation or warranty of any kind, and each of the Third Parties expressly disclaims the implied warranties of title, merchantability, fitness for a particular purpose or use and noninfringement. In no event will the Third Parties be liable for any lost revenues, profits, goodwill or use, the cost of substituted products or services, business interruption or any damage to or loss of any software programs, data or removable data storage media, for the restoration or reinstallation of any software programs or data, or for any direct, indirect, consequential, special, incidental or punitive damages of any kind however caused, whether arising under contract, tort (including strict liability and negligence), equity or any other theory of liability, even if those Third Parties have been advised of the possibility of those damages or even if those damages are foreseeable. To the extent a Third Party licence conflicts with the terms of the Agreement, including any of the Restrictions, the terms of that Third Party licence will control but only with respect to the portion of the Software that is subject to that Third Party licence, and nothing in the Agreement or the Restrictions will be deemed to replace or amend any Third Party licence.

  • RESCHEDULING, DELAYS, AND CANCELLATION:

Orders accepted by LWS may be cancelled, delayed, or rescheduled by the Customer only with the written consent of LWS and payment of LWS’s cancellation or rescheduling charges, and only on at least two weeks prior written notice. Subscriptions are not subject to cancellation. Normal cancellation or rescheduling charges will not exceed twenty five (25%) percent of the purchase price unless Product was modified, special, or not included in LWS’s normal products published in its brochures, advertising or price lists. LWS will have the right to cancel any and all orders of the Customer in the event that the Customer is late with payments, credit becomes impaired, or if the Customer violates any term of the Agreement.

  • RETURN/CHANGE POLICY:
  1. “Return Material Authorization” number must be obtained from LWS for return of any Product. The Customer may only return any unused and unopened Product within thirty (30) days of the date of delivery (“Delivery Date”) and the Customer agrees to pay a ten (10%) percent restocking charge. Subscriptions are not subject to returns. In the event the Customer returns Work between thirty one (31) and ninety (90) days after the Delivery Date, the Customer will pay a twenty (20%) percent restocking charge on any returned Product. Labor charges for the return of Products are not refundable. The Customer may not return any Product more than ninety (90) days after the Delivery Date. Where specialist Services are involved, the Customer will be responsible for all related work in progress; however, LWS will take responsible steps to mitigate damages immediately upon receipt of a written cancellation notice from the Customer. LWS may terminate any order if any representations made by the Customer to LWS are false or misleading. Changes to orders will not be binding upon nor be put into effect by LWS unless confirmed in writing by LWS’s appropriate representative. The Customer is responsible for all shipping costs after warranty period.
  • WARRANTIES AND LIMITATIONS:

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED WITH RESPECT TO THE WORK AND ANY DEFECTS THEREIN OF ANY NATURE WHATEVER, INCLUDING AND WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND LWS HEREBY EXPRESSLY DISCLAIMS ALL SUCH OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS. LWS WILL NOT BE LIABLE FOR, AND THE CUSTOMER ASSUMES ALL RISK OF, ANY ADVICE OR FAILURE TO PROVIDE ADVICE BY LWS TO THE CUSTOMER REGARDING THE WORK OR THE CUSTOMER’S USE OF THE SAME. UNDER NO CIRCUMSTANCES WILL LWS BE LIABLE TO THE CUSTOMER UNDER ANY TORT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY CLAIM AND THE CUSTOMER AGREES TO WAIVE SUCH CLAIMS. LWS DOES NOT WARRANT THAT A SUBSCRIPTION WILL BE ERROR FREE OR UNINTERRUPTED. LWS’S SOLE AND EXCLUSIVE LIABILITY AND THE CUSTOMERS SOLE AND EXCLUSIVE REMEDY, FOR ANY NONCONFORMITY OR DEFECT IN THE WORK OR ANYTHING DONE IN CONNECTION WITH THE SALE OR PROVISION OF THE WORK, IN TORT, (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, WILL BE AS SET FORTH IN SUBSECTION 10A HEREOF AS LIMITED BY SUBSECTION 10B HEREOF. THIS EXCLUSIVE REMEDY WILL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE (AS THAT TERM IS USED IN THE UNIFORM COMMERCIAL CODE) PROVIDED THAT LWS REMAINS WILLING TO REPAIR OR REPLACE NON-CONFORMING WORK WITHIN A COMMERCIALLY REASONABLE TIME AFTER RECEIVING SUCH WORK. THE CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT LWS’S PRICE FOR THE WORK IS BASED UPON THE LIMITATIONS OF LWS’S LIABILITY AS SET FORTH HEREIN. THE WARRANTIES UNDER THIS SECTION 11 DO NOT APPLY TO ANY SOFTWARE, PRODUCTS, OR SERVICES PROVIDED BY THIRD PARTIES.

  1. Without prejudice to Section 14, the allocation of responsibility and limitations set out in this clause reflect the parties’ agreed allocation of risk and are taken into account in the pricing of the Work.
  2. Where the Customer uses any third-party equipment, systems or materials in connection with the Product or Services, LWS shall not be responsible for the compatibility, performance or continued operation of such third-party items. LWS shall have no liability for any failure or underperformance caused by or attributable to third-party equipment, software or services. If the Customer has access to any warranties provided by any third party with respect to third party goods, or services the foregoing warranties do not apply to such third party goods, equipment, or services. Such warranties are the concern of the Customer and the third party provider. Subject to the limited warranties herein, the Customer assumes all risk and liability resulting from use of the Services whether used singly or in combination with third party products or services.
  3. LWS warrants that all Services will be performed in a professional and workmanlike manner, and the Product will be free from defects in material and workmanship under normal use for a period of two years from date of shipment to the Customer, provided that the Software relies on the Customer’s equipment and network to run, and is not subject to the warranties in this Section 10.
  4. The Customer will be responsible for determining that the Product is suitable for the Customer’s use and that such use complies with any applicable law. The Customer acknowledges that it is responsible for satisfying itself, prior to entering into this Agreement, that the Product and Services are suitable for its particular requirements and operating environment including any prerequisites or specifications notified by LWS.
  5. LWS shall provide reasonable pre-contract information regarding the functionality of the Product and Services, but does not warrant that they will meet all of the Customer’s specific needs. The Customer shall promptly raise with LWS any uncertainty as to suitability or intended use. The Customer shall comply with all reasonable instructions, guidance, operating procedures and recommendations provided by LWS from time to time in relation to the use of the Product and Services. LWS shall not be liable for any loss or damage arising from any failure by the Customer to follow such instructions
  6. The Customer is responsible for the environment in which the Product is installed and operated, including all site conditions, power supply, connectivity, and infrastructure. LWS shall have no liability for any failure, degradation or interruption of performance caused by environmental factors, including but not limited to power surges, voltage instability, network interruption, or adverse site conditions.
  7. The Customer acknowledges that the Product and Services are designed to perform the functions expressly described in the applicable specification and are not intended to detect, prevent or remediate conditions or matters outside that scope, including (by way of example) mould, biological contaminants, or other environmental conditions not expressly specified. LWS shall have no liability in respect of any such matters.
  8. The Customer shall ensure that all Product is appropriately maintained and serviced in accordance with LWS’s instructions and any applicable manuals or specifications. LWS shall have no liability for any failure or damage arising from a failure by the Customer to comply with such servicing and maintenance requirements
  9. If the Customer wishes to make a warranty claim under this Section, the Customer must notify LWS in writing of the claimed defect in the Product immediately upon discovery and return such Product the original shipping point, transportation charges prepaid, within two years from date of shipment to the Customer. If, upon examination by LWS, LWS determines to its satisfaction that such Product is defective in material or workmanship (i.e. contains a defect arising out of the manufacture of the Product and not a defect caused by other circumstances, including, but not limited to accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing), LWS will, at its option, repair or replace the Product, shipment to the Customer prepaid. LWS will have reasonable time to make such repairs or to replace such Product. Any repaired or replacement Product will not extend the period of warranty on the original Work. If the Product is modified or in any way altered without the explicit written consent of LWS then the warranties under Section 12 are null and void.
  10. The Customer shall:
  11. co-operate with LWS and provide all information, materials, access and assistance reasonably required for LWS to perform its obligations; (b) ensure that all information provided to LWS is complete and accurate;
  12. comply with all applicable laws and regulations, including all health and safety requirements applicable to any premises at which the Services are performed;
  13. obtain and maintain all licences, permissions and consents required for LWS to perform its obligations under the Contract;
  14. ensure that its premises, systems and infrastructure meet any minimum requirements notified by LWS from time to time; and
  15. be responsible for any delay, additional cost or failure arising from its failure to comply with this clause.
  16. The Customer shall provide suitable access to its premises and all facilities reasonably required for delivery and installation of the Products and shall ensure that the installation site complies with any requirements or specifications notified by LWS.
  17. The Customer acknowledges that all Software, including embedded or associated software forming part of the Product, is subject to inherent limitations and may not operate uninterrupted or error-free. LWS does not warrant that the operation of any software will be free from defects or interruptions.
  18. The Customer shall:
  19. provide LWS with safe and suitable access to the relevant site;
  20. ensure that the site complies with all applicable health and safety laws and regulations;
  21. provide all utilities, infrastructure and facilities required for installation and performance of the Services, including power, network connectivity and suitable working space;
  22. ensure that appropriate personnel are available to liaise with LWS and provide instructions and approvals as required.
  23. LWS shall be entitled to suspend the Services where, in its reasonable opinion, the Customer has not complied with its obligations under this clause.
  24. LWS shall not be responsible for any delay or failure in performance caused by any failure by the Customer to provide access, information or a suitable operating environment.
  25. Where LWS incurs additional costs as a result of the Customer’s failure to comply with its obligations, LWS may charge such costs on a time and materials basis.
  26. The Customer shall:
  27. operate the Product and any related systems in accordance with LWS’s instructions;
  28. not permit any third party to carry out maintenance or repairs without LWS’s prior written consent;
  29. promptly notify LWS of any fault, defect or issue;
  30. implement any updates, fixes or recommendations provided by LWS where reasonably required.
  31. From time-to-time LWS may temporarily make any Software unavailable, including for maintenance. LWS will use reasonable efforts to provide advance notice of any such unavailability, and to schedule any such unavailability during hours that may mitigate its effects.
  • LEGAL PROCEEDINGS
  1. LWS shall not be liable for any failure or delay in performing its obligations to the extent such failure or delay arises as a result of any act or omission of the Customer.
  2. The Customer shall indemnify LWS against any losses, costs or expenses incurred by LWS arising from the Customer’s breach of its obligations under this section.
  3. Prior to commencement of any legal proceedings, the Customer and LWS will promptly meet at a senior level to attempt to resolve differences. Notwithstanding any attempts to resolve difference or negotiations regarding such difference, any action brought by the Customer against LWS arising out of the Agreement, including out of the Customer’s purchase and use of the Work, must be commenced within one year after such action accrues and in no event later than two years after date of shipment of such Work. If either party institutes any action to enforce its rights hereunder, the successful party in any such action shall be entitled to recover from the other reasonable attorneys’ fees in such action and in any associated appeals.
  4. If the parties are unable to resolve a dispute via negotiations at the senior level, then either party may, on written notice to the other, elect to have the dispute handled through final and binding arbitration, in accordance with this Section 11.
  5. Arbitration will be conducted in accordance with the Rules of the London Court of International Arbitration which Rules are deemed to be incorporated by reference into this Agreement. The seat, or legal place, of arbitration shall be London, England, the tribunal shall consist of one arbitrator, the language of the arbitration shall be English and the governing law of this Agreement shall be the law of England and Wales.
  • WARRANTY
  1. The Customer shall inspect the Product promptly following delivery and notify LWS in writing of any defect or non-conformity within [X] days of delivery.
  2. The Product shall be deemed accepted if no notice is given in accordance with clause A the Customer shall store, handle and operate the Product  in accordance with LWS’s instructions and any applicable documentation.
  3. LWS shall not be liable for any defect, failure or damage arising from:
  4. improper installation, storage, use or operation by the Customer or any third party; or
  5. any modification, interference or repair not carried out or authorised by LWS.
  6. Upon expiration of the initial two-year warranty, all parts and repairs completed by an authorized LWS repair technician are subject to a six (6) month warranty that they will be free from defects in material and workmanship under normal use.
  7. THE PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH LIFE SAFETY OR LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN.
  • PATENTS:
  1. LWS will defend any suit or proceeding brought against the Customer to the extent that it is based on a claim that any Work provided by LWS infringes a United States patent, and will indemnify the Customer against all costs, damage, and expenses finally awarded against the Customer based on such a claim, provided that the Customer notifies LWS promptly in writing of any such claim and gives LWS full and complete authority, information, and assistance for the defense of such claim, and provided further that LWS will have sole control of the defense and the negotiations for settlement, if any, of such claim.
  2. If any such Work is held to infringe any United States patent and the use of said Work is enjoined, or in case any Work may, in the opinion of LWS, be held to infringe, LWS may, at its expense and option, either (a) procure for the Customer the right to continue using said Work, (b) replace said Work with suitable non-infringing Work, (c) suitably modify said Work or (d) refund the purchase price of said Work, less depreciation at twenty percent (20%) per year, and accept its return. LWS will not be liable for cost or expense incurred without LWS’s written authorization. LWS will not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with the Customers’ specification or other instructions, from a combination with or an addition to equipment, products, or services not provided or developed by LWS, or by a modification of the Work after delivery or the use of Work beyond that approved in writing by LWS.

THE FOREGOING STATES THE ENTIRE LIABILITY OF LWS, AND THE EXCLUSIVE REMEDY OF THE CUSTOMER, WITH RESPECT TO ANY ALLEGED PATENT INFRINGEMENT BY THE SAID PRODUCT.

  • LIMITATION OF LIABILITY AND THE CUSTOMER INDEMNITY:
  1. Nothing in this Agreement excludes or limits the liability of LWS for:
  2. death or personal injury caused by negligence;
  3. fraud or fraudulent misrepresentation; or
  4. any liability which cannot lawfully be excluded or limited.
  5. Subject to the above, LWS shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
  6. loss of profits;
  7. loss of sales or business;
  8. loss of agreements or contracts;
  9. loss of anticipated savings;
  10. loss of or damage to goodwill; or
  11. any indirect or consequential loss.
  12. Subject to the remaining provisions of this clause, the total aggregate liability of LWS to the Customer arising under or in connection with this Agreement shall not exceed the total fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.
  13. The Customer’s sole liability to LWS under this Agreement shall be limited to the payment of fees properly due.
  14. The Customer will indemnify and hold harmless LWS, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liabilities, damages, losses, claims, lawsuits, including costs and expenses in connection therewith, for death or injury to any persons or loss of any property whatsoever, caused in any manner by the Customer’s possession, use or operation of any Product where as a consequence LWS is subject to a third party claim.
  15. LWS IS NOT RESPONSIBLE FOR ANY LIABILITY OR CONSEQUENTIAL DAMAGES IN REGARD TO MOLD OR MOLD REMEDIATION SERVICES. LWS PARTICLE COUNTERS COUNT PARTICLES AND ARE NOT DESIGNED TO DEFINE PARTICLE COMPOSITION.
  • PROPRIETARY INFORMATION:
  1. The Customer represents that it has adopted reasonable procedures to protect Proprietary Information, as defined hereafter, including binding agreements with employees and consultants to prevent unauthorized publication, disclosure or use of such during or after the term of their employment by or services for the Customer. The Customer will not use Proprietary Information except as required for the use of the Work, will not disclose Proprietary Information to any third party, except as may be authorized in writing by LWS, and will keep the Proprietary Information confidential using the same efforts it uses to protect the confidentiality of its own confidential information of similar sensitivity, but in no event less than reasonable efforts. This Section 15 will survive termination of the Agreement.
  2. “Proprietary Information” will mean information or data of LWS, or of a third person to whom LWS owes obligations of confidentiality, and which is furnished or to be furnished to the Customer orally or in written, graphic, or machine-readable form, and that is either marked or designated as proprietary or confidential or that the Customer should reasonably understand, based on the contents of the information or the circumstances of its disclosure, is proprietary or confidential information. Where copies or alternative forms of information or data are received from LWS, such information or data will be considered Proprietary Information if at least one of said copies or alternative forms is marked proprietary or confidential. This Section 15 will not apply to information which the Customer demonstrates was in the Customer’s possession prior to receipt from LWS or information which the Customer demonstrates is or has become available to the public or general knowledge in the industry otherwise than through the fault of the Customer.
  • APPLICABLE LAW AND ACTIONS:

The validity, performance, and construction of the Agreement will be governed by the laws of England and Wales. Any dispute arising out of the Agreement will be heard in the courts of England and Wales.

  • FORCE MAJEURE:

LWS will be excused for, and will have no liability arising out of, any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of the Customer, interruptions of transportation, and inability to obtain necessary labor or materials. LWS’s estimated shipping schedule will be extended by a period of time equal to the time lost because of any excusable delay. In the event LWS is unable to perform in whole or in part because of any excusable failure to perform, LWS may cancel orders without liability to the Customer.

  • ASSIGNMENT; SUBCONTRACTORS:
  1. This Agreement is binding upon the parties and their respective successors and permitted assigns. Except as provided herein, this Agreement may not be assigned in whole or in part by either party without the prior written consent of the non-assigning party, such consent not to be unreasonably withheld, conditioned or delayed; provided however, LWS may transfer or assign the Agreement, in whole or in part, without the prior written approval of the Customer, to any parent, subsidiary or other affiliate; (b) an acquirer of all or substantially all of any of the assets of LWS’s business that are the subject of the Agreement; or (c) any successor to LWS by merger, consolidation, reorganization or otherwise. Any assignment in violation of this Section is void and shall give the non-assigning party the right to terminate the Agreement effective as of such violation.
  2. No assignment, delegation, subcontract, or other agreement with a subcontractor, vendor, or other third party will relieve the Customer of any of its duties, responsibilities, obligations, or liabilities hereunder. The Customer must ensure that any subcontracts are consistent with the provisions of the Agreement.
  • THIRD PARTY RIGHTS:

No party shall acquire rights pursuant to the Rights of Third Parties Act 1999.