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TERMS AND CONDITIONS OF SALE FOR HACHO PRODUCTS
<br />Hach of such suit and offers Hach either (i) full and exclusive control of the
<br />defense of such suit when Products of Hach only are involved, or (ii) the right
<br />to participate in the defense of such suit when products other than those of
<br />Hach are also involved. Hach's warranty as to use patents only applies to
<br />infringement arising solely out of the inherent operation of the Products
<br />according to their applications as envisioned by Hach's specifications. In case
<br />the Products are in such suit held to constitute infringement and the use of the
<br />Products is enjoined, Hach will, at its own expense and at its option, either
<br />procure for Buyer the right to continue using such Products or replace them
<br />with non -infringing products, or modify them so they become non -infringing,
<br />or remove the Products and refund the purchase price (prorated for
<br />depreciation) and the transportation costs thereof. The foregoing states the
<br />entire liability of Hach for patent infringement by the Products. Further, to the
<br />some extent as set forth in Hach's above obligation to Buyer, Buyer agrees to
<br />defend, indemnify and hold harmless Hach for patent infringement related to
<br />(x) any goods manufactured to the Buyer's design, (y) services provided in
<br />accordance with the Buyer's instructions, or (z) Hach's Products when used in
<br />combination with any other devices, parts or software not provided by Hach
<br />hereunder.
<br />10. TRADEMARKS AND OTHER LABELS: Buyer agrees not to remove or alter
<br />any indicia of manufacturing origin or patent numbers contained on orwithin
<br />the Products, including without limitation the serial numbers or trademarks
<br />on nameplates or cast, molded or machined components.
<br />11. SOFTWARE AND DATA. All licenses to Hach's separately -provided
<br />software products are subject to the separate software license agreement(s)
<br />accompanying the software media and/or included as an Appendix to these
<br />Terms & Conditions of Sale. Except to the extent such express licenses conflict
<br />with the remainder of this paragraph, the following also applies relative to
<br />Hach's software: Hach grants Buyer only a personal, non-exclusive license to
<br />access and use the software provided by Hach with Products purchased
<br />hereunder solely as necessary for Buyer to enjoy the benefit of the Products. A
<br />portion of the software may contain or consist of open source software, which
<br />Buyer may use under the terms and conditions of the specific license under
<br />which the open source software is distributed. Buyer agrees that it will be bound
<br />by all such license agreements. Title to software remains with the applicable
<br />licensor(s). In connection with Buyer's use of Products, Hach may obtain,
<br />receive, or collect data or information, including data produced by the Products.
<br />In such cases, Buyer grants Hach a non-exclusive, worldwide, royalty -free,
<br />perpetual, non -revocable license to use, compile, distribute, display, store,
<br />process, reproduce, or create derivative works of such data, or to aggregate
<br />such data for use in an anonymous manner, solely to facilitate marketing, sales
<br />and R&D activities of Hach and its affiliates.
<br />12. PROPRIETARY INFORMATION; PRIVACY: "Proprietary Information"
<br />means any information, technical data or know-how in whatever form,
<br />whether documented, contained in machine readable or physical components,
<br />mask works or artwork, or otherwise, which Hach considers proprietary,
<br />including but not limited to service and maintenance manuals. Buyer and its
<br />customers, employees and agents will keep confidential all such Proprietary
<br />Information obtained directly or indirectly from Hach and will not transfer or
<br />disclose it without Hach's prior written consent, or use it for the manufacture,
<br />procurement, servicing or calibration of Products or any similar products, or
<br />cause such products to be manufactured, serviced orcalibrated by or procured
<br />from any other source, or reproduce or otherwise appropriate it. All such
<br />Proprietary Information remains Hach's property. No right or license is granted
<br />to Buyer or its customers, employees or agents, expressly or by implication,
<br />with respect to the Proprietary Information or any patent right or other
<br />proprietary right of Hach, except for the limited use licenses implied by law.
<br />Hach will manage Customer's information and personal data in accordance
<br />with its Privacy Policy, located at htto://www.hach.com/pnvacvoolicy.
<br />13. CHANGES AND ADDITIONAL CHARGES: Hach reserves the right to make
<br />design changes or improvements to any products of the same general class as
<br />Products being delivered hereunder without liability or obligation to
<br />incorporate such changes or improvements to Products ordered by Buyer
<br />unless agreed upon in writing before the Products' delivery date. Services
<br />which must be performed as a result of any of the following conditions are
<br />subject to additional charges for labor, travel and parts: (a) equipment
<br />alterations not authorized in writing by Hach; (b) damage resulting from
<br />improper use or handling, accident, neglect, power surge, or operation in an
<br />environment or manner in which the instrument is not designed to operate or
<br />is not in accordance with Hach's operating manuals; (c) the use of parts or
<br />accessories not provided by Hach; (d) damage resulting from acts of war,
<br />terrorism or nature; (e) services outside standard business hours; (f) site
<br />v. 2022-11-07
<br />prework not complete per proposal; or (g) any repairs required to ensure
<br />equipment meets manufacturer's specifications upon activation of a service
<br />agreement.
<br />14. SITE ACCESS / PREPARATION / WORKER SAFETY / ENVIRONMENTAL
<br />COMPLIANCE: In connection with services provided by Hach, Buyer agrees to
<br />permit prompt access to equipment. Buyer assumes full responsibility to back-
<br />up or otherwise protect its data against loss, damage or destruction before
<br />services are performed. Buyer is the operator and in full control of its premises,
<br />including those areas where Hach employees or contractors are performing
<br />service, repair and maintenance activities. Buyer will ensure that all necessary
<br />measures are taken for safety and security of working conditions, sites and
<br />installations during the performance of services. Buyer is the generator of any
<br />resulting wastes, including without limitation hazardous wastes. Buyer is solely
<br />responsible to arrange for the disposal of any wastes at its own expense. Buyer
<br />will, at its own expense, provide Hach employees and contractors working on
<br />Buyer's premises with all information and training required under applicable
<br />safety compliance regulations and Buyer's policies. If the instrument to be
<br />serviced is in a Confined Space, as that term is defined under OSHA regulations,
<br />Buyer is solely responsible to make it available to be serviced in an unconfined
<br />space. Hach service technicians will not work in Confined Spaces. In the event
<br />that a Buyer requires Hach employees or contractors to attend safety or
<br />compliance training programs provided by Buyer, Buyer will pay Hach the
<br />standard hourly rate and expense reimbursement for such training attended.
<br />The attendance at or completion of such training does not create or expand any
<br />warranty or obligation of Hach and does not serve to alter, amend, limit or
<br />supersede any part of this Contract.
<br />15. LIMITATIONS ON USE: Buyer will not use any Products for any purpose
<br />other than those identified in Hach's catalogs and literature as intended
<br />uses. Unless Hach has advised the Buyer in writing, in no event will Buyer use
<br />any Products in drugs, food additives, food or cosmetics, or medical applications
<br />for humans or animals. In no event will Buyer use in any application any
<br />Product that requires FDA 510(k) clearance unless and only to the extent the
<br />Product has such clearance. Buyer will not sell, transfer, export or re-export
<br />any Hach Products or technology for use in activities which involve the
<br />design, development, production, use or stockpiling of nuclear, chemical or
<br />biological weapons or missiles, nor use Hach Products or technology in any
<br />facility which engages in activities relating to such weapons. Unless the "ship -
<br />to" address is in California, U.S.A., the Products are not intended for sale in
<br />California and may lack markings required by California Proposition 65;
<br />accordingly, unless Buyer has ordered Products specifying a California ship -to
<br />address, Buyer will not sell or deliver any Hach Products for use in California.
<br />Any warranty granted by Hach is void if any goods covered by such warranty
<br />are used for any purpose not permitted hereunder.
<br />16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:
<br />Unless otherwise specified in this Contract, Buyer is responsible for obtaining
<br />any required export or import licenses. Buyer will comply with all laws and
<br />regulations applicable to the installation or use of all Products, including
<br />applicable import and export control laws and regulations of the U.S., E.U. and
<br />any other country having proper jurisdiction, and will obtain all necessary
<br />export licenses in connection with any subsequent export, re-export, transfer
<br />and use of all Products and technology delivered hereunder. Buyer will comply
<br />with all local, national, and other laws of all jurisdictions globally relating to
<br />anti -corruption, bribery, extortion, kickbacks, or similar matters which are
<br />applicable to Buyer's business activities in connection with this Contract,
<br />including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as
<br />amended (the "FCPA"). Buyer agrees that no payment of money or provision
<br />of anything of value will be offered, promised, paid or transferred, directly or
<br />indirectly, by any person or entity, to any government official, government
<br />employee, or employee of any company owned in part by a government,
<br />political party, political party official, or candidate for any government office or
<br />political party office to induce such organizations or persons to use their
<br />authority or influence to obtain or retain an improper business advantage for
<br />Buyer or for Hach, or which otherwise constitute or have the purpose or effect
<br />of public or commercial bribery, acceptance of or acquiescence in extortion,
<br />kickbacks or other unlawful or improper means of obtaining business or any
<br />improper advantage, with respect to any of Buyer's activities related to this
<br />Contract. Hach asks Buyer to "Speak Up!" if aware of any violation of law,
<br />regulation or our Standards of Conduct ("SOC") in relation to this Contract. See
<br />htto://donaher.com/intearity-0nd-compliance and www.donahednteadtv.com
<br />for a copy of the SOC and for access to our Helpline portal.
<br />17. RELATIONSHIP OF PARTIES: Buyer is not an agent or representative of
<br />Hach and will not present itself as such under any circumstances unless and
<br />to
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