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TERMS AND CONDITIONS OF SALE FOR HACH@ PRODUCTS
<br />the extent it has been formally screened by Hach's compliance department and
<br />received a separate duly -authorized letter from Hach setting forth the scope and
<br />limitations of such authorization.
<br />18. FORCE MAJEURE: Hach is excused from performance of its obligations
<br />under this Contract to the extent caused by acts or omissions that are beyond
<br />its control of, including but not limited to Government embargoes, blockages,
<br />seizures or freeze of assets, delays or refusals to grant an export or import
<br />license or the suspension or revocation thereof, or any other acts of any
<br />Government; fires, floods, severe weather conditions, or any other acts of God;
<br />quarantines; labor strikes or lockouts; riots; strife; insurrections; civil
<br />disobedience or acts of criminals or terrorists; war; material shortages or delays
<br />in deliveries to Hach by third parties. In the event of the existence of any force
<br />majeure circumstances, the period of time for delivery, payment terms and
<br />payments under any letters of credit will be extended for a period of time equal
<br />to the period of delay. If the force majeure circumstances extend for six months,
<br />Hach may, at its option, terminate this Contract without penalty and without
<br />being deemed in default or in breach thereof.
<br />19. NON ASSIGNMENT AND WAIVER: Buyer will not transfer or assign this
<br />Contract or any rights or interests hereunder without Hach's prior written
<br />consent. Failure of either party to insist upon strict performance of any
<br />provision of this Contract, or to exercise any right or privilege contained herein,
<br />or the waiver of any breach of the terms or conditions of this Contract will not
<br />be construed as thereafter waiving any such terms, conditions, rights, or
<br />privileges, and the same will continue and remain in force and effect as if no
<br />waiver had occurred.
<br />20. FUNDS TRANSFERS (PAYMENTS): Buyer and Hach both recognize that
<br />there is a risk of banking fraud when individuals impersonating a business
<br />demand payment under new banking or mailing instructions. To avoid this risk,
<br />Buyer must verbally confirm any new or changed bank transfer or mailing
<br />instructions by calling Hach at +1-970-663-1377 and speaking with Hach's Credit
<br />Manager before mailing or transferring any monies using the new instructions.
<br />Both parties agree that they will not institute mailing or bank transfer instruction
<br />changes and require immediate payment under the new instructions but will
<br />instead provide a ten (10) day grace period to verify any payment instruction
<br />changes before any new or outstanding payments are due using the new
<br />instructions.
<br />21. LIMITATION OF LIABILITY: None of the Hach Indemnified Parties will be
<br />liable to any Buyer indemnified Parties under any circumstances for any
<br />special, treble, incidental or consequential damages, Including without
<br />limitation, damage to or loss of property other than for the Products purchased
<br />hereunder, damages Incurred in installation, repair or replacement; lost
<br />profits, revenue or opportunity; loss of use; losses resulting from or related to
<br />downtime of the products or inaccurate measurements or reporting; the cost
<br />of substitute products; or claims of any Buyer Indemnified Parties' customers
<br />for such damages, howsoever caused, and whether based on warranty,
<br />contract, and/or tort (Including negligence, strict liability or otherwise). The
<br />total liability of the Hach Indemnified Parties arising out of the performance or
<br />nonperformance hereunder or Hach's obligations in connection with the
<br />design, manufacture, sale, delivery, and/or use of Products will in no
<br />circumstance exceed in the aggregate a sum equal to twice the amount
<br />actually paid to Hach for Products delivered hereunder.
<br />22. APPLICABLE LAW AND DISPUTE RESOLUTION: The construction,
<br />interpretation and performance hereof and all transactions hereunder shall be
<br />governed by the laws of the State of Colorado, without regard to its principles
<br />or laws regarding conflicts of laws. If any provision of this Contract violates
<br />any Federal, State or local statutes or regulations of any countries having
<br />jurisdiction of this transaction, or is illegal for any reason, said provision shall
<br />be self -deleting without affecting the validity of the remaining provisions.
<br />Unless otherwise specifically agreed upon in writing between Hach and Buyer,
<br />any dispute relating to this Contract which is not resolved by the parties shall
<br />be adjudicated in order of preference by a court of competent jurisdiction (i) in
<br />the State of Colorado, U.S.A. if Buyer has minimum contacts with Colorado
<br />and the U.S., (ii) elsewhere in the U.S. if Buyer has minimum contacts with the
<br />U.S. but not Colorado, or (iii) in a neutral location if Buyer does not have
<br />minimum contacts with the United States.
<br />23. ENTIRE AGREEMENT, TERM & MODIFICATION: These Terms &
<br />Conditions of Sale constitute the entire agreement between the parties and
<br />supersede any prior agreements or representations, whether oral or written.
<br />Upon thirty (30) days prior written notice, Hach may, in its sole discretion,
<br />elect to terminate any order for the sale of Products and provide a pro -rated
<br />refund for any pre -payment of undelivered Products. No change to or
<br />modification of these Terms & Conditions shall be binding upon Hach unless in
<br />a written instrument specifically referencing that it is amending these Terms &
<br />Conditions of Sale and signed by an authorized representative of Hach. Hach
<br />rejects any additional or inconsistent Terms & Conditions of Sale offered by
<br />Buyer at any time, whether or not such terms or conditions materially alter the
<br />Terms & Conditions herein and irrespective of Hach's acceptance of Buyer's
<br />order for the described goods and services.
<br />24. APPENDICES: If checked, the following Appendices are attached
<br />hereto and incorporated by reference into these Terms & Conditions of
<br />Sale:
<br />❑ CLAROS SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT
<br />Confidential - Company Proprietary
<br />v. 2022-11-07 3
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