Pall Standard Terms and Conditions of Sale for Non-Systems – US

These are the Pall Standard Terms and Conditions of Sale for Non-Systems – US. The Buyer's attention is particularly drawn to the limited warranty and exclusions and to the limitations of liability at Sections 8 and 9.

  1. Scope
    1. Except where otherwise agreed between us in writing, these Standard Terms and Conditions of Sale for Non-Systems – US (the “Terms and Conditions”) will exclusively apply to all contracts concerning sales, products and other services (the "Products") concluded or provided between Pall Corporation (above and hereinafter referred to as "Pall" or "we" or "us" or "our") and a B2B customer (the "Buyer" or “you” or “your”) via our online shop at shop.pall.com/us ("Pallshop").
    2. The contract between you and us is comprised of these Terms and Conditions, the Order (as defined in Section 4 below) together with our email acceptance of the Order (if any) and any other terms expressly agreed between us in writing (the "Contract"). The Contract, supplemented by Pall’s Privacy Policy and Website Terms of Use referenced in Section 1.10, constitutes the entire agreement between you and us and supersedes and extinguishes all previous or contemporaneous agreements, promises, assurances, warranties, representations, communications and understandings between us, whether written or oral, relating to its subject matter.
    3. Please read these Terms and Conditions carefully and make sure that you understand them before ordering any Products from Pallshop. If you refuse to accept these Terms and Conditions, you will not be able to order any Products from Pallshop.
    4. We amend these Terms and Conditions from time to time. Every time you wish to order Products, please check these Terms and Conditions to ensure that you understand them and how they will apply at that time.
    5. These Terms and Conditions, and any Contract between us, are only in the English language.
    6. We recommend that you print and keep a copy of these Terms and Conditions together with the Order, or save them to your computer or personal device for future reference.
    7. These Terms and Conditions prevail over any of the Buyer’s general terms and conditions of purchase, regardless of whether or when the Buyer may have submitted a purchase order or such terms and conditions to Pall. Deviating, conflicting, supplemental or any other terms and conditions of the Buyer are not accepted by Pall, unless Pall expressly agrees in writing. For the avoidance of doubt, this exclusion applies with regard to all Products where we make delivery without reservation to the Buyer even though we are aware of the Buyer's terms and conditions.
    8. Notwithstanding anything herein to the contrary, if you are an existing customer of Pall and you have a written contract with us, the terms and conditions of that contract prevail to the extent they are inconsistent with these Terms and Conditions.
    9. We make Pallshop available so that only commercial customers can purchase Products from us as part of commercial transactions. Our Terms and Conditions will apply only to commercial customers and their authorized representatives and with respect to commercial transactions. By using Pallshop, you confirm that you have the authority to bind any business on whose behalf you use Pallshop to purchase Products.
    10. By placing an Order, you agree to be bound by these Terms and Conditions and by Pall’s Privacy Policy and Website Terms of Use.
  2. Our Right to Vary These Terms and Conditions
    1. We may amend these Terms and Conditions from time to time.
    2. Each time you order Products from us, the Terms and Conditions in force at the time of your Order will apply to the Contract between you and us.
    3. We may amend these Terms and Conditions as they apply to your Order from time to time to reflect changes in relevant laws and regulatory requirements.
    4. If we amend these Terms and Conditions as they apply to your Order, you may cancel either with respect to all affected Products or just the Products you have yet to receive. If you choose to cancel, you will have to return (at our cost) any relevant Products you may have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
  3. How we use your Personal Information
    We use your personal information in accordance with our Privacy Policy. Please take time to read our Privacy Policy as it includes important terms which apply to you.
  4. Offer, Conclusion of Contract and Documents
    1. The subject matter of the Contract is the sale of goods, in particular filters and filtration, separation and purification solutions to meet the critical fluid management needs of our customers across the broad spectrum of life sciences and industry. Information about the goods can be obtained from the item description and specifications and the supplementary details on Pallshop
    2. Our shopping pages will guide you through the steps you need to take to place an order with us. By clicking on the order button on Pallshop, you submit a binding offer to purchase the Products placed in the shopping cart (the "Order"). Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the order process.
    3. After you place an Order, you will receive an e-mail from us acknowledging that we have received your Order (the “Acknowledgment”). However, please note that this does not mean that your Order has been accepted, that the goods are available in stock or that payment has been authorized. Our acceptance of your Order will take place as described in Section 4.4.
    4. We will confirm our acceptance to you by sending you an e-mail that confirms that Pall agrees to fulfill your Order (the “Confirmation”). The Contract between us will only be formed when we send you this Confirmation.
    5. Following the Confirmation, we will send you an email or a hard copy document which identifies that the Products have been dispatched and the carrier (the "Delivery Notice").
    6. You also will receive an email or a hard copy invoice that provides the details of payment, taxes and shipping information.
    7. If you are not a commercial customer engaging in commercial transactions on behalf of a business in accordance with our requirements, we reserve the right to cancel any Orders placed prior to delivering the Products.
    8. All Products offered on Pallshop are subject to availability. If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or due to an error in the price on Pallshop, we will inform you and will not process your Order. Our Customer Service team will contact you and if you have already paid for the Products, we will refund you those amounts charged to your account for the Products, including delivery costs charged, as applicable.
    9. The images of the Products on Pallshop are for illustrative purposes only. Although we have made every effort to display the colors accurately, we cannot guarantee that your computer's display of the colors accurately reflects the color of the Products. Your Products may vary slightly from those images.
    10. Pall owns all intellectual property rights in and to the contents of Pallshop and our website and all offers and other documents made available on Pallshop and our website or provided to the Buyer. These must neither be reproduced nor made available to third parties without Pall's express written consent and must be destroyed or returned to Pall after the completion of the Contract or if no Contract is formed between us. Additional information regarding content ownership can be found in the Website Terms of Use.
  5. Delivery, Shipping and Passing of Risk
    1. We will contact you with an estimated delivery date, which will be within 4 days after the date of the Acknowledgment. The delivery date is the best estimate possible based on conditions existing at the time we contact you. Occasionally our delivery to you may be affected by an Event Outside Our Control. See Section 10 for our responsibilities when this happens.
    2. Delivery of an Order will be completed when we deliver the Products to the address you gave us, or when you or a carrier organized by you collect them from us, and the Products are your responsibility from that time.
    3. Title and risk of loss in the Products passes to you upon completion of delivery. We are not obligated to insure the Products or to have them insured against damage in transit.
    4. Unless otherwise mutually agreed to in writing by the parties, delivery will be FCA (Pall’s Shipment Point) INCOTERMS 2010. The choice of the shipment method (in particular carrier, mode of shipment, and packing) will be at Pall's discretion. We will inform you of the delivery charges that you will pay as part of your Order. At the Buyer's request as part of the Special Instructions on Pallshop, Pall will, at the Buyer's risk and expense, arrange for the pickup of the Products, or for delivery of the Products to the Buyer's site/facility or other location specified by the Buyer, and the Buyer will pay, or reimburse Pall, for all shipment and freight charges, taxes, duties, entry fees, brokers' fees, special, miscellaneous and all other ancillary charges and special packaging charges incurred.
    5. If you fail to accept delivery, we may claim compensation for damage incurred, including any additional expenses (e.g., storage costs). Any further rights will remain unaffected.
    6. In case we fail to deliver the Products on time, you may cancel the Contract if we are responsible for the delay and, after consultation with our Customer Service team, we inform you in writing that we will be unable to deliver the Products to you.
    7. If you choose to cancel your Order for late delivery, you can do so provided that you cancel the entire Order and delivery has not occurred. After you cancel your Order, we will refund any sums you have paid to us for the cancelled Products and their delivery.
    8. We may, in our sole discretion, without liability or penalty, deliver partial shipments of Products to you and ship the Products as they become available, in advance of the quoted delivery date. If the Products are delivered in installments, then insofar as each shipment is subject to the same Contract, the Contract will be treated as a single agreement and not severable.
    9. We will not be liable for any non-delivery of Products (even if caused by our negligence) unless you give us notice, in writing or through Pallshop or by contacting Customer Service, of the non-delivery within 10 days of the date when the Products would in the ordinary course of events have been received.
    10. Any liability of Pall for non-delivery of the Products will be limited to replacing the Products or adjusting the Order for such Products to reflect the actual quantity delivered.
    11. We will not be liable for any delays, loss or damage in transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use.
  6. Inspection and Rejection of Nonconforming Products
    1. You will inspect the Products within 10 days of receipt (the "Inspection Period"). You will be deemed to have accepted the Products unless you notify Pall in writing of any nonconforming Products during the Inspection Period and furnish such written evidence or other documentation as we may require. Such notification will identify the nonconformity of the Products and describe that portion of the shipment being rejected. We will then respond with instructions as to the disposition of the Products.
    2. If you timely notify us of any nonconforming Products, we will, in our sole discretion, (i) replace such nonconforming Products with conforming Products, or (ii) credit or refund the Price for such nonconforming Products, together with any reasonable shipping and handling expenses you incurred. You will ship, at our expense and risk of loss, the nonconforming Products to us. If we exercise our option to replace nonconforming Products, we will, after receiving your shipment of nonconforming Products, ship to you, at our expense and risk of loss, the replaced Products.
    3. You acknowledge and agree that the remedies set forth in Section 6.2 are your exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 6.2, all sales of Products to you are made on a one-way basis and you have no right to return to us Products purchased under this Contract.
  7. Prices, Taxes and Payment
    1. The prices of our Products will be quoted on Pallshop at the time you submit your Order. We take all reasonable care to ensure that the prices of our Products are correct at the time when your Order is placed. However, there may be times when we discover an error in the price of any Product(s) you ordered.
    2. Prices for our Products may change from time to time without notice to you, but changes will not affect any Order you have already placed. Prices may be subject to a Minimum Advertised Pricing policy.
    3. The price of a Product is exclusive of any applicable federal, state or local sales, use, excise or other similar taxes, including, without limitation, value added tax, goods and services tax or other similar tax imposed by any governmental authority on any amounts payable by the Buyer. If the Buyer is exempt from any applicable sales tax or equivalent, but fails to notify Pall of such exemption or fails to furnish its Sales Tax Exemption Certificate to Pall in a timely manner and Pall is required to pay such tax, the amount of any such payment made by Pall will be reimbursed by the Buyer to Pall upon submission of Pall’s invoices.
    4. The price of a Product does not include delivery charges. Our delivery charges are as calculated and advised to you during the check-out process, before you confirm your Order.
    5. The Buyer will pay interest on all late payments at the greater of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. The Buyer will reimburse Pall for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees. In addition to all other remedies available under these Terms and Conditions or at law (which Pall does not waive by the exercise of any rights hereunder), Pall will be entitled to suspend performance of any Order, or suspend the delivery of any Products, if the Buyer fails to pay any amounts when due hereunder from a prior Order and such failure continues for 5 days following written notice thereof.
    6. The Buyer may not withhold or setoff any amounts that may be claimed by the Buyer against any amounts that are due and payable to Pall by reason of any set-off of any claim or dispute with Pall, whether relating to Pall's breach, bankruptcy or otherwise.
  8. Limited Warranty, Liability for Defects and Duty to Examine
    1. We warrant that on delivery, and for a period of 12 months from the date of delivery (the "Warranty Period"), the Products will, when properly installed and maintained and operated at ratings, specifications and design conditions specified by us:
      1. materially conform to their descriptions and specifications on Pallshop or Pall’s product catalogues and literature;
      2. materially conform to their descriptions and specifications on Pallshop or Pall’s product catalogues and literature; and
      3. be fit for any purpose held out by Pall (the “Limited Warranty”).
    2. Subject to Section 8.3, if:
      1. the Buyer gives notice in writing to us during the Warranty Period that some or all of the Products do not comply with the Limited Warranty;
      2. we are given a reasonable opportunity to inspect and test such Products; and
      3. the Buyer (if asked to do so by Pall) returns such Products to our place of business, we will, at our sole option and discretion, accept return of the defective Products, repair or replace the defective Products, furnish replacement parts for the defective Products or refund the price of the defective Products in full.
      4. If we determine that any warranty claim is not, in fact, covered by the Limited Warranty, we will notify you in writing and the Buyer will pay us our then customary charges for any additionally required services or Products.
    3. We will not be liable for any Product's failure to comply with the Limited Warranty set out in Section 8.1 in any of the following events:
      1. the Buyer makes any further use of the Product after giving notice in accordance with Section 8.2;
      2. the defect arises because of the Buyer’s improper or abnormal use, misuse, abuse or failure to follow Pall's oral or written instructions as to the storage, commissioning, installation and maintenance of the Product or (if there are none) good trade practice regarding the same;
      3. the defect arises because of the Buyer’s improper or abnormal use, misuse, abuse or failure to follow Pall's oral or written instructions as to the storage, commissioning, installation and maintenance of the Product or (if there are none) good trade practice regarding the same;
      4. the defect arises as a result of fair wear and tear, willful damage, negligence or typical working conditions; or
      5. the defect arises as a result of fair wear and tear, willful damage, negligence or typical working conditions.
    4. Except as provided in this Section 8, we will have no liability to the Buyer in respect of Products' failure to comply with the Limited Warranty set out in Section 8.1.
    5. These Terms and Conditions will apply to any repaired or replacement Products supplied by Pall.
    6. Products manufactured by a third party ("Third-Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third-Party Products are not covered by the Limited Warranty in Section 8.1. For the avoidance of doubt, PALL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY: (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. With respect to any Third-Party Product, the warranty, if any, is provided solely through the manufacturer of such Third-Party Product, the terms of which vary from manufacturer to manufacturer, and Pall assumes no responsibility on their behalf. For Third-Party Products, specific warranty terms may be obtained from the manufacturer's warranty statement.
    7. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, PALL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY: (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    8. THE LIMITED WARRANTY IS EXCLUSIVE. THE LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE OBLIGATION OF PALL WITH RESPECT TO THE DEFECTIVE PRODUCTS. PALL WILL NOT HAVE ANY OTHER OBLIGATION WITH RESPECT TO THE PRODUCTS, OR ANY PART THEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THE REMEDIES SET FORTH IN SECTION 8.2 WILL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND PALL’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY IS SET FORTH IN SECTION 8.2.
    9. In no event will the Buyer be entitled to claim under the Limited Warranty if the Buyer is in breach of its obligations hereunder, including but not limited to payment.
  9. Limitation of Liability
    1. IN NO EVENT WILL PALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, INCLUDING WITHOUT LIMITATION, REMANUFACTURING COSTS AND REWORK COSTS, DE-INSTALLATION OR REINSTALLATION COST, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY THE BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY THE BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (TORT, CONTRACT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND WHATEVER THE FORUM, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, PACKAGING, DELIVERY, STORAGE, USE, MISUSE OR NON-USE OF ANY OF OUR PRODUCTS OR ANY SERVICES OR ANY OTHER CAUSE WHATSOEVER
    2. IN NO EVENT WILL PALL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO PALL FOR THE PRODUCTS SOLD HEREUNDER.
    3. The limitation of liability set forth in Section 9.2 above will not apply to: (i) liability resulting from Pall's gross negligence or willful misconduct; and (ii) death or bodily injury resulting from Pall’s acts or omissions.
    4. The exclusions from, and limitations of, liability set out in this Section 9 will be considered severally. The invalidity or unenforceability of any one sub-provision or provision will not affect the validity or enforceability of any other sub-provision or provision and will be considered severable from each other.
    5. Except as expressly stated in these Terms and Conditions, we do not give any representations or undertakings in relation to the Products. Any representation or condition which might be implied or incorporated into these Terms and Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
  10. Events Outside Our Control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, or decision not to perform, any of our obligations under a Contract that is caused by an Event Outside Our Control, as defined below in Section 10.2.
    2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation an act of God, strikes, lock-outs or other industrial action by third parties, law, regulation or ordinance, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport or by reason of any other matter beyond our reasonable control.
    3. If an Event Outside Our Control takes places that affects the performance of our obligations under a Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
      3. You may cancel a Contract affected by an Event Outside Our Control that has continued for more than 30 days. To cancel, please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you already have received and we will refund the price you had paid, including any delivery charges, as applicable.
    4. You may cancel a Contract affected by an Event Outside Our Control that has continued for more than 30 days. To cancel, please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you already have received and we will refund the price you had paid, including any delivery charges, as applicable.
  11. Termination
    1. If you become insolvent, file a petition for bankruptcy or commence or have commenced against your proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, we may terminate the Contract immediately by giving you written notice.
    2. If you commit a material breach of the Contract or have not performed or complied with any of these Terms and Conditions, we may terminate the contract immediately by giving you written notice.
    3. If you fail to make any payment due to us under the Contract within 14 days after the due date, we may terminate the contract immediately by giving you written notice.
    4. Upon termination of the Contract for any reason, you will immediately pay to us any outstanding unpaid invoices and interest as provided under these Terms and Conditions.
    5. Termination of the Contract, however arising, will not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as of such termination.
    6. Sections of these Terms and Conditions which expressly or by implication survive termination of the Contract will continue in full force and effect.
  12. Governing Law, Submission to Jurisdiction and No Trial by Jury
    1. This Contract, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Contract or the transaction(s) contemplated by it, are governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. The parties expressly exclude the application of the United Nations Conventions on Contracts for the International Sale of Goods, and further exclude the applications of the International Sale of Goods Contracts Convention Act, S.C. 1990-1991, C.13, and the International Sale of Goods Act, R.S.O. 1990, C.I. 10, as amended.
    2. You and Pall hereby unconditionally and irrevocably submit to (and waive any objection on the grounds of inconvenient forum or otherwise) the jurisdiction of the Supreme Court of the State of New York, County of Nassau or the United States District Court for the Southern District of New York, which courts will have exclusive jurisdiction to adjudicate and determine any suit, action or proceeding regarding or relating to this Contract and the purchase and supply of the Products. A judgment, order or decision of those courts in respect of any such claim or dispute will be conclusive and may be recognized and enforced by any courts of any state, country or other jurisdiction. You and Pall each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
    3. No Jury Trial: YOU AND PALL HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT.
    4. Pall reserves the right to change the dispute resolution provisions of this Section, and any such changes will not apply to disputes arising before the effective date of the amendment. These dispute resolution provisions will survive the termination of any or all of your transactions or Contracts with Pall.
  13. Miscellaneous
    1. Intellectual Property Infringement
      The Buyer has no authorization to make any representation, statement or warranty on behalf of Pall relating to any Products sold hereunder. The Buyer will indemnify and defend, at its own expense, Pall against claims or liability for U.S. or applicable foreign patent, copyright, trademark or other intellectual property infringement and for product liability arising from the preparation or manufacture of the Products according to the Buyer's specifications or instructions, or from the Buyer's unauthorized or improper use of the Products or part thereof, or from any changes or alterations to the Products or part thereof made by persons other than Pall, or from the use of the Products in combination with products not furnished by Pall or from the manufacture or sale or use of the Buyer products which incorporate or integrate the Products.
    2. Ownership of Materials
      All ideas, concepts, whether patentable or not, devices, inventions, copyrights, improvements or discoveries, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information that are: i) created, prepared, reduced to practice or disclosed by Pall; and/or ii) based upon, derived from, or utilize the confidential information of Pall, and all related intellectual property rights (the “Confidential Information”), will at all times remain Pall's property. No right, title or interest in any patents, trademarks, trade names or trade secrets, or in any pattern, drawing or design for any of the Products or in any other Pall intellectual property right or the Confidential Information will pass or transfer to the Buyer, and Pall will at all times retain ownership rights therein. Notwithstanding the foregoing, Pall grants the Buyer a non-exclusive, non-transferable license to use any such material to the extent necessary and solely for the Buyer's use of the Products purchased by the Buyer from Pall hereunder. The Buyer will not disclose any such material to third parties without Pall's prior written consent. As a condition to Pall's delivery to the Buyer of the Products, the Buyer will not, directly or indirectly, and will cause its employees, agents and representatives not to: (i) alter or modify the Products; (ii) disassemble, decompile or otherwise reverse engineer or analyze the Products; (iii) remove any product identification or proprietary rights notices; (iv) modify or create derivative works; (v) otherwise take any action contrary to Pall's rights in the technology and intellectual property relating to the Products; or (vi) assist or ask others to do any of the foregoing.
    3. Export Regulations
      As a condition to Pall's delivery to the Buyer of the Products, the Buyer agrees, with respect to the exportation or resale of the Products by the Buyer, to comply with all requirements of the International Traffic in Arms Regulations ("ITAR") and the Export Administration Regulations ("EAR"), all regulations issued thereunder and any subsequent amendments thereto, and all other national, including, but not limited to, European, government laws and regulations on export controls, including laws and regulations pertaining to export licenses, restrictions on export to embargoed countries and restrictions on sales to certain persons and/or entities. The Buyer further agrees that the shipment and/or delivery of the Products by Pall is contingent upon Pall obtaining all required export authorizations, licenses and permits (collectively, "Authorizations") and the Buyer agrees that Pall will not be liable to the Buyer for any failure or delay in the shipment or delivery of the Products if such Authorizations are delayed, conditioned, denied or not issued by any of the regulatory or governmental agencies having jurisdiction over such Authorizations.
    4. Confidentiality
      If Pall discloses or grants to the Buyer access to any research, development, technical, economic or other business information or "know-how" of a confidential nature, whether reduced to writing or not, the Buyer will not use or disclose any such information to any other person or company at any time, without Pall's prior written consent. In the event that Pall and the Buyer have entered into a separate confidentiality agreement (the "Confidentiality Agreement"), the terms and conditions of the Confidentiality Agreement will take precedence over the terms of this Section.
    5. No Waiver
      No waiver by Pall of any of the provisions of these Terms and Conditions or any Contract is effective unless explicitly set forth in writing and signed by Pall. Pall’s failure to exercise, or to delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions or any Contract, or to insist on the Buyer's strict performance of these Terms and Conditions, will not operate as or be construed as a waiver by Pall.
    6. No Third-Party Beneficiaries
      Any Contract between Pall and you is for our and your sole benefit and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms and Conditions.
    7. Relationship of the Parties
      The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions or any Contract between us will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
    8. Validity
      If any provision of these Terms and Conditions, the Order or any Contract between us is held by any competent authority to be invalid or unenforceable in whole or in any part, such provision will be ineffective, but only to the extent of such invalidity or unenforceability, without invalidating the remainder of such provision or the other provisions, which will not be affected.
    9. Survival
      All payment, confidentiality and indemnity obligations, warranties, limitations of liability, product return and ownership of materials provisions, together with those Sections the survival of which is necessary for the interpretation and/or enforcement of these Terms and Conditions, will continue in full force and effect for the duration stated in such provisions or the applicable statute of limitations.
    10. Amendment and Modification
      These Terms and Conditions and any Contract between us may only be amended or modified in a writing that specifically states that it amends these Terms and Conditions or such Contract, and is signed by an authorized representative of each party.
  14. Contact Us
    1. Customer Services information.
    2. Pall will provide such services as may be expressly described in the Contract during normal business hours, unless Pall otherwise specifies. Services requested or required by the Buyer outside of these hours or in addition to any quoted or agreed upon services will be charged at Pall's then current schedule of rates, including overtime charges, if applicable, and will be in addition to the charges outlined in the Contract.