Our Customer Terms and Conditions outline the standard terms that guide our business relationships and ensure clarity, consistency, and mutual trust. Please review these terms carefully before engaging in any purchase or service agreement with CRB Water.
Terms & Conditions
Standard Terms and Conditions
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1. DEFINITIONS AND INTERPRETATION
1.1 When used in this Purchase Agreement:
“Buyer” has the meaning set forth in the Purchase Order.
“Delivery Point” means the point or points of delivery of the Work as set forth in Exhibit A.
“Delivery Schedule” means the date or dates for the performance and completion of the Services and/or the date or dates for the delivery of the Product(s), as the case may be, as set forth on Exhibit A.
“Parties” means Buyer and Seller, and “Party” means either of them.
“Product(s)” has the meaning set forth in the Purchase Order.
“Purchase Order” means the document to which this Exhibit B is attached.
“Seller” has the meaning set forth in the Purchase Order.
“Services” has the meaning set forth in the Purchase Order.
“Specifications” means the specifications for the Work set forth in the Purchase Order.
“Work” means, collectively, all of the Services and/or Product(s).
1.2 Unless expressly stated otherwise, any specified number of “days” or “months” shall mean consecutive calendar days or consecutive calendar months, as the case may be.
1.3 In the event of a conflict or inconsistency among or between the documents comprising the Purchase Order, the following priority in descending order shall govern:
(a) The Purchase Order, exclusive of the Exhibits;
(b) Exhibit B Standard Terms and Conditions;
(c) Exhibit A Scope of Work and Schedule of Pricing.
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2. PRICE AND PAYMENT TERMS
2.1 Buyer shall pay all invoices delivered by Seller under this Purchase Order in United States Dollars within 30 days of receipt thereof.
2.2 All prices set forth in any invoice are:
(a) exclusive of any goods and services tax or other similar value-added or sales taxes, fees, charges or levies imposed on the sale of the Product(s) or the provision of the Services pursuant to applicable law; and
(b) exclusive of all packaging, labelling, crating, freight, shipping, storage, insurance and other similar charges, fees and costs required for the transportation of the Product(s) to the Delivery Point.
(c) Any taxes, duties, fees, and charges as may be listed in Sections 2.2(a-b) shall be listed as separate items on any invoice.
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3. CHANGES
3.1 If Buyer submits a request to increase the quantity of the Product(s) ordered or to change the Specifications, Seller shall be entitled to be reimbursed for its additional costs reasonably arising from such increase or change.
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4. TITLE AND RISK
4.1 Title to any Product(s) and all risk of loss of or damage to any Product(s) shall transfer to Buyer upon delivery of such Product(s) to Buyer at the Delivery Point and acceptance thereof by Buyer.
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5. DELIVERY
5.1 Seller shall arrange (at Buyer’s expense) for the packaging, labelling, crating, insurance and shipping of all Product(s) to the Delivery Point FOB (Incoterms 2020).
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6. REPRESENTATIONS, WARRANTIES
6.1 Seller represents and warrants to Buyer that the Work will: (a) be free and clear of any and all liens, charges or encumbrances; (b) not infringe the intellectual property rights of any third party; and (c) conform to the Specifications and all other terms of this Purchase Agreement.
6.2 Seller's warranties set out in item 6.1 shall apply for a period that ends 12 months from the actual date of the completion of the Services or the delivery of the Product(s) to the Delivery Point.
6.3 To the extent of any breach of a warranty set forth in Section 6.1, Seller shall at its discretion, repair or replace the applicable Work. The remedies described in this Section 6.3 shall be Buyer’s sole remedies with respect to the breach of any representation or warranty set forth in Section 6.1.
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7. LIABILITIES, INDEMNITIES AND INSURANCE
7.1 Each Party shall hold the other Party harmless from and against any and all actions or causes of action, claims, demands, losses, costs, expenses and liabilities of any kind whatsoever (including lawyer's fees) in any way arising out of or connected with: (a) such Party’s breach of its obligations under this Purchase Agreement; and (b) such Party’s negligent acts or omissions.
7.2 In no event shall either Party be liable to the other Party for: (i) any punitive, special, indirect or consequential damages, whatsoever (including liability based on negligence), including loss of profits or losses arising from business interruption, in connection with this Purchase Order; or (ii) any amount in excess of the price of the applicable Work.
7.3 The limitation of liability and indemnity provisions shall survive the termination of this Purchase Agreement.
7.4 During the term of this Purchase Agreement, Seller shall maintain:
(a) all insurance coverage required by law, including workers' compensation coverage; and
(b) Commercial or Comprehensive General Liability insurance with a combined single limit of US$1,000,000 per occurrence and US $2,000,000 in the aggregate.
7.5 At Buyer's request, Seller shall: (a) name Buyer as an additional insured, and (b) provide certificates of insurance evidencing that the coverage required to be maintained by Seller pursuant to Section 7.4 is in effect.
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8. FORCE MAJEURE
8.1 If, as a result of any cause beyond the reasonable control of a Party, which such Party could not have avoided by the exercise of reasonable diligence and at reasonable cost, and which does not result from such Party's negligence or inability to pay or other financial circumstances, (a “Force Majeure Event”), such Party is prevented from carrying out any of its obligations hereunder, the obligations of such Party shall be suspended insofar and for so long as they are affected by the Force Majeure Event.
8.2 The Party claiming relief by virtue of a Force Majeure Event shall immediately notify the other Party of such Force Majeure Event and shall, if it is reasonably able to do so, promptly and diligently remedy the cause of such event.
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9. APPLICABLE LAW AND DISPUTES
9.1 This Purchase Agreement shall be governed and construed in accordance with the laws of the State of Missouri, excluding any conflict of laws rules which would permit the application of the laws of another jurisdiction.
9.2 The Parties hereby submit to the exclusive jurisdiction of the Courts of the State of Missouri located in St. Charles County, Missouri in respect of all matters arising under this Purchase Agreement.
9.3 If a dispute arises under this Purchase Agreement that the Parties are unable to resolve through consultation and good faith negotiation, either Party may elect to commence legal proceedings in order to resolve the dispute.
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10. CONFIDENTIAL INFORMATION / NO PUBLICITY
10.1 For the purpose hereof, the term “Confidential Information” means any information or data obtained by Buyer from the Seller pursuant to or in connection with this Purchase Agreement, including, but not limited to, any proprietary, technical, development, marketing, sales, operating, performance, cost, know-how, business and process information, all record-bearing media containing or disclosing such information or data, financial information or reports, market studies, contracts and similar business information, but does not include information that:
(a) is now or becomes, through no fault of Buyer, generally known or available to the public;
(b) was known by Buyer before receiving the information from Seller;
(c) is subsequently obtained by Buyer from a third party without breach of any obligation of confidentiality to Seller; or
(d) is required to be disclosed by order of a court of competent jurisdiction or other regulatory authority or a stock exchange having jurisdiction. For the avoidance of doubt, should such disclosure be required under this Section 11.1 (d), then Buyer shall immediately notify Seller, request that all disclosed Confidential Information receive confidential treatment by the court or other governing body, and shall only disclose as much Confidential Information as is reasonably necessary.
10.2 Buyer shall maintain in strict confidence and shall not disclose to any person any Confidential Information, other than to Buyer's employees, consultants and subcontractors and agents who have a need to know and who agree in writing to be bound by these confidentiality provisions. Buyer shall take all reasonable steps to protect the Confidential Information from any unauthorized use, reproduction or disclosure.
10.3 Except in connection with the matters contemplated in this Purchase Agreement, Buyer shall have no right or interest in or license to use any Confidential Information and, upon the request of Seller, shall return the same to Seller.
10.4 Buyer shall be responsible for any disclosure of Confidential Information by its employees or any other person to whom Buyer is permitted to disclose the Confidential Information hereunder on the same basis as if such disclosure were made directly by Buyer.
10.5 Upon the earlier of the completion or termination of the Purchase Agreement, or written request from the Seller, Buyer shall promptly destroy or return, as instructed by Seller, all Confidential Information, including copies and notes thereof, in its possession.
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11. INTELLECTUAL PROPERTY
11.1 Any and all designs, inventions, trade secrets or other intellectual property in any way associated with the Work (the "Seller IP”) shall remain the property of Seller and shall be considered Seller’s confidential information subject to Article 10. Nothing herein shall give Buyer or any third party any license or other right (ownership or otherwise) in and to the Seller IP.
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12. ASSIGNMENT AND SUBCONTRACTING
12.1 Buyer shall not be entitled to assign or subcontract all or any part of this Purchase Agreement without the prior written consent of Seller.
12.2 Seller shall be entitled to assign this Purchase Agreement on providing notice thereof in writing to Buyer.
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13. NOTICE
13.1 All notices or other documents required or permitted to be given pursuant to this Purchase Agreement shall be in writing and shall be sufficiently given if delivered personally, or if transmitted by electronic means to that Party at the address set forth in the Purchase Agreement or at such other address as is designated by it in a written notice to the other Party.
13.2 All notices will be deemed to have been given when delivered or sent, except that if such notice is delivered or sent on a day that is not a business day or after 4:00 p.m. at the intended point of receipt on a business day, it will be deemed to have been given on the next business day. For such purposes, a “business day” means a date other than Saturday or Sunday or a statutory holiday in the State of Missouri.
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14. GENERAL
14.1 This Purchase Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements or understandings with respect to the subject matter hereof. No terms or conditions endorsed upon, delivered with or contained in any Buyer communication or document shall form part of the agreement between the Parties as described in this Purchase Agreement.
14.2 No amendments to this Purchase Agreement shall be effective unless set out in a written instrument signed by the Parties.
14.3 The failure by either Party to exercise, or delay in exercising, a right or remedy under this Purchase Agreement shall not constitute a waiver of that right or remedy, or a waiver of any other rights or remedies, unless such waiver is set out in writing and executed by a duly authorized representative of the waiving Party.
14.4 Seller shall obtain and maintain all required permits, licenses, certificates or other authorizations required under applicable law for the performance of its obligations and the performance of the Work under this Purchase Agreement.
14.5 Except as provided herein, any provision of this Purchase Agreement under which an obligation of a Party has accrued, but has not been discharged, will not be affected by any termination of this Purchase Agreement and will continue in force until so discharged.
14.6 This Purchase Agreement shall inure to the benefit of the Parties and their respective successors and permitted assigns.
14.7 In its performance of its obligations under this Purchase Agreement, Seller is an independent contractor of Buyer. In no circumstances shall any employees, consultants or other personnel or any subcontractors of Seller be construed as employees, agents or subcontractors of Buyer.
14.8 The invalidity or unenforceability of any provision of this Purchase Agreement shall not affect the validity or enforceability of any other provision of this Purchase Agreement.
