Terms & Conditions

TERMS AND CONDITIONS OF SALE

1. Scope. The terms and conditions of sale (“Terms and Conditions”) set forth herein shall apply to all sales of goods and services, including hardware instruments, embedded software, consumables, accessories, and Seller’s cloud-based software platforms and subscription offerings (“Products”) by BUCHI Corporation (“Seller”) to any person or entity (“Buyer”). For purposes of these Terms and Conditions, “Seller” shall include BUCHI Corporation and any other affiliated entity, parent, or subsidiary. No term or condition of the Buyer’s purchase order which is different from, or in addition to, the terms and conditions set forth herein or in any applicable quotation shall be binding on Seller unless, and only to the extent, such different or additional terms or conditions are expressly acknowledged and accepted by Seller in writing.

2. Quotations and Orders. A price quotation issued by Seller shall not constitute an offer and the placing of an order by Buyer shall not constitute acceptance of any offer and shall not create a binding and enforceable contract by and between Buyer and Seller. Seller shall not be obligated to fulfil any order unless Seller: (1) expressly agrees to accept the order in writing; or (2) delivers the Products specified in the order. Once an order is accepted by Seller, Buyer may not be cancel the order or defer delivery of the Products, except with the written consent of Seller. Notwithstanding anything in the foregoing to the contrary, Seller shall not amend the Purchase Price stated in a quotation except as provided in Section 6.1 which is captioned, “Prices.”

3. Time of Delivery. Delivery schedules are approximate and are subject to change. Time of delivery shall not constitute a material term to these Terms and Conditions. Seller shall use reasonable efforts to ship all Products by the agreed upon delivery date, but in no event shall Seller be liable in any way for any failure to ship any Products by the agreed upon delivery date.

4. Force Majeure. If Seller is prevented from performing its obligations solely by acts of God, fire, floods, war, terrorism, embargoes, labor disputes, strikes, acts of sabotage, riots, accidents, delays of carriers, delays of subcontractors, delays of suppliers, governmental acts, shortages in materials or manufacturing facilities, or other circumstances beyond the reasonable control and without the fault or negligence of Seller, Seller shall have the right to cancel Buyer’s purchase order in full or in part without liability, other than to return any deposit or prepayment that is unearned by reason of the cancellation. In the event that Seller is unable for any of the above reasons to meet the demands of its customers (including Buyer) with respect to Products ordered, Seller may allocate its available inventory of Products among any or all purchasers, as well as departments and divisions of Seller, on such basis as Seller may deem fair and practical in its sole discretion without liability for any failure of performance which may result therefrom.

5. Shipment and Risk of Loss. Products are sold F.O.B. shipping point (Seller’s facility), freight collect with all costs invoiced to or absorbed by Buyer. Unless otherwise specified in writing by a duly authorized representative of Seller, mode of shipment shall be chosen by Seller. All transportation, insurance, packaging charges and applicable fees are in addition to the Purchase Price, as that term is defined herein, of the Products and shall be charged to and paid for by the Buyer. All packing material will be charged at Seller’s cost to Buyer and such cost shall not be refundable and packing material shall not be returnable.  Title and risk of loss shall pass to the Buyer upon delivery of the Products to the carrier for shipment to the Buyer. In no event shall any loss, damage, injury or destruction of the Products after risk of loss has passed to Buyer release the Buyer from its obligation to make payment required herein. Unless otherwise agreed in writing, Seller reserves the right to make partial shipments and to submit invoices for partial shipments.

6. Prices; Terms of Payment.

6.1. Prices. The Purchase Price for the Products shall be the purchase price stated in the quotation provided by the Seller to the Buyer with respect to such Products, provided, however, that if the quotation expired by its terms, the Purchase Price for the Products shall be Seller’s list price as of the date such Products are ordered to Buyer (“Purchase Price”). Unless otherwise specified in a quotation, the Purchase Price quoted shall not be effective for more than 30 days after the date of the quotation, after which the Purchase Price shall be Seller’s then current list price. In addition to the Purchase Price for the Products, all applicable packaging charges and all freight, insurance and other charges incurred by Seller in connection with shipment shall be charged and invoiced to Buyer. All prices quoted are in local currency and shall exclude packing, without VAT or other taxes or fees, and excludes shipping.

6.2. Taxes. The Purchase Price does not include taxes. Consequently, the amount of any value added tax or any sales, use or similar tax applicable to the sale of Products or to the use of such Products by the Buyer shall be paid by the Buyer. Buyer shall reimburse Seller for all taxes, excises or other charges which Seller may be required to pay to any government (national, state, or local) or agency thereof upon the sale, production or transportation of the Products hereunder.  In the event that Buyer is a tax exempt entity, Buyer shall provide certificates of tax exempt status at the time of placing an order.  Except as otherwise provided in accordance with applicable local, state, or federal law, in the event that Buyer fails to provide certificates of tax exempt status at the time of placing an order, Buyer will be charged in the amount of taxes that a non-tax exempt entity would have paid on such order. 

6.3. Payment. Unless otherwise agreed in writing, payment is due within 30 days of the date of the issuance of the original invoice. Invoices shall be issued upon shipment. In the event that Buyer makes a special request for the manner in which the invoice is to be sent, payment is due within 30 days of invoice date, irrespective of whether Buyer receives the invoice on or around that date.  In the event that Seller must issue a revised invoice on account of any action by Buyer, payment on the revised invoice shall be due within 30 days of the date of the original invoice.  Past due invoices are subject to a monthly service charge at a rate equal to the lesser of 1-1/2% per month or the maximum rate from time to time permitted by applicable law. Seller may require full or partial payment in advance of shipment, if, in the judgment of Seller, the financial condition of the Buyer so warrants.

6.4. Minimum Order Amount. The Minimum Order Amount is equal to a Purchase Price of $25 US Dollars (“Minimum Order Amount”). For the avoidance of doubt, the Purchase Price does not include transportation, handling, insurance, packaging charges, taxes, and applicable fees. Buyer agrees that any order in which the Purchase Price is below the Minimum Order Amount will be grossed up to the Minimum Order Amount.

7. Default, Acceleration and Stoppage in Transit.

7.1. Default. Non-payment of an invoice when due will be considered a “Default” and shall constitute a material breach of the terms of the sale.

7.2. Acceleration. In addition to other remedies otherwise available to Seller upon a Default, and without notice to Buyer, Seller may declare any or all amounts owed to Seller by Buyer immediately due and payable, any previously agreed extension of credit to the contrary notwithstanding, whether or not the amounts due and payable involve the same or a different order.

7.3. Stoppage in Transit. In the event of a Default or any other event which gives Seller a reasonable doubt as to the creditworthiness of Buyer, Seller reserves the right to stop any shipment in transit with notice to the Buyer. Such stoppage in transit shall be without prejudice to Seller’s right to pursue other remedies or to recover any further expenses or damages it may suffer.

8. Warranty.

8.1. Warranty Terms. Subject to the terms and conditions set forth herein, Seller warrants that all Products manufactured by Seller (and only Products manufactured by Seller) identified as such in the applicable quotation or other document delivered by Seller to Buyer shall materially comply with the material specifications described in such quotation (if any) and will be free from defects in material and workmanship that might impact the functional capability of the Products under normal use and service. Seller’s obligations for breach of this warranty is limited to, and Buyer’s exclusive remedy shall be, return of the Product and refund of the Purchase Price paid therefore or repair or replacement of the Product, at the sole and exclusive election of Seller. Seller’s acceptance of a warranty claim or performance of warranty repairs shall not restart the time period of the warranty.  The warranty covers only parts and labor that is performed by Seller trained personnel. Seller may, in Seller’s sole discretion, provide on-site warranty service at Buyer’s location. Upon receipt of a Return Material Authorization issued by Seller with respect to an allegedly defective Product (as described in Section 9.1 below), Buyer shall return the Product to Seller F.O.B. Seller’s factory. Original packaging of the instruments purchased by and delivered to Buyer should be retained by Buyer for use in subsequent shipments. If after Seller examines the allegedly defective product Seller determines that the warranty set forth in this Section 8.1 has been breached with respect to such Product, Seller may, at its option, either repair or replace the defective Product and deliver the repaired Product or replacement to Buyer F.O.B. Buyer’s U.S. location or refund the Purchase Price paid by Buyer therefore, at the election of Seller. THE WARRANTY SET FORTH IN THIS SECTION 8.1 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED AND SELLER EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANT OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 

8.2.  Warranty Exclusions.  The warranty does not cover damage or defects that have occurred as a result of improper initial operation, connection, use or handling, any attempts to repair the Product made by unauthorized persons, or due to non-observance of the instruction manual.  This warranty further does not apply in the event Buyer has used spare or service parts that do not comply with the original specifications. The warranty provided herein shall not cover consumable items such as wetted parts, glassware or items intended for consumption or replacement on a routine basis. The failure of Buyer to properly maintain the Products or to use the Products in accordance with Seller’s instructions shall void the warranty provided herein.  In addition, any natural wear and tear (DIN 31051 / DIN EN 13306 standard) in all rotating or dynamically stressed components, including mechanically stressed electronic components, are excluded from the warranty, as is any damage that has arisen due to foreign particles (e.g. metals). Furthermore, the warranty service does not apply if any repair work has not been carried out by Seller or by a service partner authorized by Seller, or if no original parts have been used.

8.3  Period. Except as provided below, the warranty set forth in Section 8.1 shall remain in force for a period of 1 (one) year from the date of shipment of a given Product and the warranty shall expire upon the expiration of such one (1) year period. All warranty claims must be received in writing by Seller prior to the expiration of such one (1) year period. Seller shall have no obligation to Buyer with respect to any warranty claims received by Seller after such one (1) year period. Notwithstanding the foregoing, warranty extensions or enhancements and upgrades are available from Seller provided that Seller shall only be bound to the extent any such enhancements and/or upgrades are offered in writing by Seller and accepted in writing by Buyer on the terms and conditions set forth in such offer. Notwithstanding the foregoing, used Products, reconditioned Products and remanufactured Products (when available) shall be warranted for a period of ninety (90) days from the date of shipment of such Products and the warranty shall expire upon the expiration of such ninety (90) day period. All warranty claims with respect to such Products must be received in writing by Seller prior to the expiration of such ninety (90) day period. Seller shall have no obligation to Buyer with respect to any warranty claims received with respect to such Products after such ninety (90) day period.

8.4. Availability of Spares and Service Parts. The availability of all mechanical and glass parts is guaranteed for 10 years after the last delivery. The availability of electronic components is guaranteed for 5 years after the last delivery. Availability is subject to discontinuation by Seller’s suppliers and other causes set forth in Section 4, which is captioned, “Force Majeure”. The delivery dates for the aforementioned spares and service parts are included in the spares and service parts list enclosed with the device; alternatively, they will be published by the local service organizations on request.

8.5 Warranty for Wear Parts.  The wear parts specified in the operating instructions are excluded from the warranty.

8.6 Warranty for Spares, Service Parts, and Accessories.  The term “spares” only refers to original parts, which are specified as such in the operating instructions and spares list for the device. The term “service parts” only refers to original parts, which are specified as such in the operating instructions and service parts list for the device. The warranty covers the replacement material; however, it does not cover the assembly and disassembly costs or any other costs that are not replacement material costs. For replaced or repaired parts, the warranty period will start again; it will last 1 year with effect from the date of replacement or completion of the repair. For all Seller-manufactured standard instruments, the availability of all mechanical and glass parts is guaranteed for 7 years after the last delivery. For all Seller-manufactured standard instruments, the availability of electronic components is guaranteed for 5 years after the last delivery. Availability is subject to discontinuation by Seller’s suppliers. The delivery dates for the aforementioned spares and service parts are included in the spares and service parts list enclosed with the device; alternatively, they will be published by the local service organizations on request.

8.7 Software.  This sub-section applies to software delivered with or embedded in Seller’s Products. For cloud-based platforms and subscriptions, Sections 10 and 11 apply. For software versions, Seller guarantees availability for 2 years with effect from their installation. Seller offers a fee-based software support service, which is valid for 3 years with effect from the date of sale. Software installations, which are carried out by Seller either on site or remotely, shall be billed at cost.

9. Return, Damaged/ Missing of Products and Restocking Fees.

9.1. Returned Products. Notwithstanding anything to the contrary in Section 8, which is captioned, “Warranty”, and subject to the limitations expressly set forth herein, Buyer may return Products to Seller and receive a refund of the Purchase Price. Products must be returned within 30 days of receipt. Products shall not be returned to Seller without Seller’s written return authorization. A valid Return Material Authorization (RMA) number must be obtained from Seller before returning products for any reason. Seller can refuse receipt of Products returned without Seller’s written permission and/or a RMA number. All authorized returns must be returned in their original packaging and must be in new/unused condition. Transportation charges are to be prepaid. Full credit will not be issued for Products returned without Seller’s previous written consent. An RMA number is valid for 10 days and any Products returned pursuant to an RMA number must be received by Seller within such 10 day period.

Please note the following are non-returnable items: any part which is a service part, a product that is uniquely configured (non-standard us voltage, neoplastic glass coating, etc.) and/or customized, discontinued or products purchased on a special order basis are not returnable.

9.2. Restocking Fee. A restocking fee (“Restocking Fee”) equal to 25% of the Purchase Price paid or payable by Buyer to Seller for a Product will be charged to Buyer if such Product is returned to Seller for any reason other than a breach of the warranty set forth in Section 8.1 of these Terms and Conditions. The Restocking Fee is payable by the Buyer immediately upon return of such Product and may, in the Seller’s discretion, be deducted from any refund or other amounts then payable by Seller to Buyer. In any event, all returns are subject to the prior written approval of Seller as set forth in Section 9.1 above.

10. Software, Platforms and Subscriptions. 

10.1 Certain Seller offerings are provided as software, cloud-based platforms, or subscriptions (each, a “Platform,” including the BUCHI NeoSpectra Platform and other Seller subscription software). Access to and use of a Platform is governed by the applicable BUCHI End-User License Agreement (EULA), which applies in addition to these Terms and Conditions. In the event of any conflict between these Terms and Conditions and the EULA regarding license scope, intellectual property, or Platform-specific usage terms (including warranty), the EULA shall prevail. Unless otherwise agreed, Platform subscriptions renew automatically for successive terms equal to the initial term, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. All subscription and other recurring fees are non-refundable. Where Seller offers a free trial period, the trial period is provided at no charge; if the Buyer does not cancel before the trial period ends, the subscription automatically converts to a paid subscription and the trial period is credited toward the overall subscription term.

10.2  Platform Changes and Updates. Access to a Platform is limited to the version in Seller’s production environment. Seller may, at its own discretion, change or update any Platform including but not limited to reflect changes in technology, industry practices and/or patterns of system use. The functions of a Platform are subject to change at Seller’s discretion, provided, however, that changes to the functions of a Platform will not result in a material reduction of functions and functionalities or in the level of performance, security or availability of that Platform.

10.3  Platform Availability. Seller will use commercially reasonable efforts to make each Platform generally available for Buyer’s use. Platform availability does not include interruption of a Platform as a result of (a) planned downtime for maintenance (of which Seller shall give at least 8 hours’ notice and which Seller shall schedule to the extent practicable between 7:00 p.m. and 6:00 a.m. CET on working days (Monday to Friday, excluding public holidays at Seller’s headquarters in Flawil, Switzerland) and the weekend hours between 7:00 p.m. Friday and 6:00 a.m. Monday CET); (b) Buyer’s or its users’ inability to access, or Seller’s inability to provide, the Platform through the internet due to causes outside of Seller’s control; (c) use of equipment by Buyer not compliant with instructions provided by Seller, or negligent acts or omissions or willful misconduct by Buyer or its users; or (d) force majeure events or other events that are not under Seller’s control.

10.4  Account and Access Management. Seller creates one master account for each Buyer and provides the Buyer with the password and user name of the master account to access the Platform and to allow the Buyer to create further accounts and access credentials for its authorized users. User names and other login credentials are for Buyer’s and its users’ internal use only. Buyer will not, and shall procure that its users will not, sell, transfer or sublicense the login credentials including user names to third parties. Buyer shall be solely responsible for ensuring the security and confidentiality of such user names and passwords, and shall notify Seller immediately of any unauthorized use or other known breach of security. Buyer is responsible for all activities that occur under its or its users’ user names and/or passwords.

10.5 Customer Data Backup and Return. Seller performs regular backups of Buyer data stored on its Platforms in order to provide restore points in case of catastrophic failure. At the end of the subscription and upon written request by the Buyer, Seller shall provide a copy of the Buyer’s data saved on the Platform as of the date of the end of the subscription on a customary data carrier or by electronic transfer and in a customary format. After 60 days from the end of the subscription or upon request by the Buyer, Seller shall delete the data of the Buyer saved on the Platform finally and in full. This action shall be subject to mandatory legal retention obligations. Seller is not obligated to surrender the data to the Buyer in deviation to the foregoing, in particular relating to time, format or migration. Any deviation shall be subject to the prior written consent of Seller as well as separate remuneration by the Buyer.

11. Platform and Subscription Warranty. Seller warrants that each Platform will perform substantially in accordance with its applicable documentation and consistent with generally accepted industry standards during the subscription term. The warranty under this Section applies exclusively to Platforms and subscriptions; the Device Warranty under Section 8 does not apply to Platforms. This warranty does not apply to (a) defects caused by Buyer’s misuse, unauthorized modifications, or use of the Platform in a manner not contemplated by the documentation; (b) third-party integrations, data, or equipment not provided by Seller; (c) force majeure events; or (d) free trial periods, beta versions, or features expressly designated as provided “as is.” If the Platform does not conform to the foregoing warranty, Buyer shall notify Seller in writing promptly after discovering the non-conformity, providing a description of the problem and, where possible, steps to replicate it. Seller shall, at its option, use commercially reasonable efforts to correct the non-conformity through a patch, update, or workaround within a reasonable time. If Seller is unable to remedy a material non-conformity within 60 days after receipt of Buyer’s written notice, Buyer may terminate the affected subscription upon written notice and receive a pro-rata refund of pre-paid fees for the remaining unused subscription period. This constitutes Buyer’s sole and exclusive remedy and Seller’s entire liability for breach of this warranty, subject to Section 16.2 (Limitation of Liability). Seller will use commercially reasonable efforts to maintain Platform availability in accordance with Section 10 (Platform Availability). Seller does not warrant uninterrupted or error-free operation of any Platform, and reasonable downtime for maintenance and updates should be expected.  Except as expressly stated in this Section and in Section 8, Seller disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. Nothing in these Terms and Conditions excludes or limits any warranty or right that cannot be excluded or limited under mandatory law.

12. License Reactivation and Second-Hand Devices. If a license or subscription lapses, is terminated, or is not renewed, and is later reactivated, Seller may charge reactivation fees corresponding to the lapsed period (capped at 24 months) where data from the lapsed period is to be integrated into the Platform. Any party acquiring a device on the second-hand market, or to whom a device is transferred, must pay the full applicable license fee to activate or reactivate the associated license. Licenses and remaining subscription periods do not transfer automatically with a device.

13. Calibration Data and Development Rights. Seller may use calibration data, spectra, and measurement data stored on, transmitted through, or generated by any product or Platform to develop, train, validate, improve, and commercialize analytical calibrations, models, and algorithms, provided that any commercialized calibrations or models are based on anonymized and aggregated data only. Seller owns all calibrations, models, and algorithms it develops, including all improvements and derivative works. Seller will not disclose non-anonymized Buyer data to third parties except as permitted under these Terms, the EULA, or an applicable Data Processing Agreement.

14. Device-Linked Licenses.  Where a license is provided on a one-time or one-payment basis, it is tied to the specific device (identified by its sensor serial number) and remains active for the operational life of that device, up to a maximum of 7 years. Such licenses are not perpetual or “lifetime” licenses and do not transfer to another device.

15. No Benchmarking or Competitive Use. Buyer shall not publish, disclose, or share with any third party any performance data, benchmark results, or accuracy metrics relating to any Platform, nor reverse-engineer Seller’s calibrations or analytical models, without Seller’s prior written consent, to the extent permitted by applicable law.

16.  Remedies: Damages.

16.1. Remedies. Seller shall be entitled to all remedies available at law or in equity. Seller shall also be entitled to recover its attorneys’ fees and costs incurred as the result of any breach of these Terms and Conditions by Buyer. Buyer’s remedies shall be limited to return of the Products and refund of the Purchase Price or repair or replacement of nonconforming Products, at Seller’s option, pursuant to the terms, conditions, and limitations set forth in Section 8, which is captioned, “Warranty”.

16.2. Damages and Liability. Seller’s liability for damages shall not exceed the amount of the Purchase Price received by Seller from Buyer, if any, for the Product furnished that is the subject of claim or dispute or, in the event that the Product is a subscription-based Product, the total amount paid by Buyer to Seller in the twelve (12) months prior to the event giving rise to the claim. Seller shall in no event be liable for special, consequential, incidental or punitive damages. Consequential damages shall include, without limitation, loss of use, income or profit or loss of or damage to persons or property.

17. Security Agreement. For value received, Buyer hereby grants Seller a purchase money security interest in all of the Products, wherever located, and all identifiable proceeds of any of the Products. The foregoing purchase money security interest shall secure the purchase price of the Products. Upon a Default by Buyer, Seller shall have the right to remove the Products from the property of the Buyer, with or without notice, demand, and/or legal process. After repossession, Seller shall have the right to dispose of the Products in any such manner as Seller deems appropriate in its sole discretion and as set forth in the Uniform Commercial Code of the State of Delaware. Buyer shall pay all expenses incurred by Seller in the repossession of the Products, including, but not limited to, attorneys’ fees, court costs, storage fees, sale costs, and repossession costs.

18. Indemnity. Buyer shall indemnify defend and hold harmless Seller, its affiliates, and their respective officers, agents and employees from and against any and all losses, liabilities and damages, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with (a) any alleged or actual infringement of patents, trademarks or other intellectual property rights arising out of compliance by Seller with Buyer’s designs, specifications or instructions, the combination of the Products with other products, or the use or modification of the Products by Buyer; (b) a violation by Buyer of any governmental laws, rules, ordinances or regulations; (c) the negligent acts and/or omissions and/or the willful misconduct of Buyer and/or any of its officers, agents or employees; and/or (d) the breach of the provisions of these Terms and Conditions, any quotation and/or other agreement between Buyer and Seller with respect to the purchase and sale of Products.

19. Intellectual Property. The sale and delivery of the Products to Buyer shall in no way transfer to Buyer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings or other intellectual property incorporated into the Products.

20. Confidentiality.  Each party shall keep the other party’s non-public information confidential and use it only as necessary to perform under these Terms and Conditions, applying at least reasonable care. This obligation shall survive termination of the contractual relationship for a period of 5 years; however, with respect to information qualifying as a trade secret under applicable law, the confidentiality obligation shall continue for as long as such information retains its trade secret status. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known, was independently developed, or is lawfully received from a third party without restriction.  In the event the parties have entered into a separate non-disclosure agreement, the terms of such non-disclosure agreement shall control. 

21. Export Control and Sanctions.  Buyer shall comply with all applicable export control and sanctions laws, including those of Switzerland, the European Union, the United Kingdom, and the United States, and shall not use, export, or transfer any product or related data in violation of such laws.

22.  Consent to Jurisdiction. Buyer irrevocably consents to the exclusive jurisdiction and venue of the courts of Delaware, U.S.A. or in the United States District Court for the District of Delaware for all matters arising out of or relating to the sale of Products hereunder.

23. Governing Law. These Terms and Conditions shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

24. Severability. If any part of these Terms and Conditions is held void or unenforceable, such part, to the extent void or enforceable will be treated as severable, leaving valid the remainder of the Terms and Conditions which shall be deemed revised so as to remain enforceable to the greatest extent possible.

25. Headings. Headings used herein are for the convenience of reference and are not intended to limit or modify the express terms hereof.

26. Integration. The terms of the agreement by and between Buyer and Seller shall be limited to these Terms and Conditions and the quotation submitted by Seller, if any, and the documents specifically referenced here, including, but not limited to a EULA, where applicable. These Terms and Conditions and the quotation submitted by Seller, if any, shall supersede all prior agreements and understandings, whether written or oral, among the parties with respect to the Products.

27. Installation.

27.1. Where Seller has agreed to install or commission the goods, an additional charge consisting of normal Seller labor and travel rates may be made by Seller if Seller is prevented from carrying out such installation or commissioning for more than 30 days after delivery of the goods unless due to the act or omission of Seller.

27.2. Buyer warrants that it will at all times provide a safe working environment for Seller’s employees, agents or sub-contractors and will comply with all statutory or other regulations in connection therewith and will indemnify Seller with respect to any loss incurred by Seller due to Buyer’s breach of this warranty.

27.3. Seller reserves the right to sub-contract the installation of the goods or the performance of any other services required.

27.4. All goods remaining the property of Seller and delivered on site shall be the responsibility of Buyer until Seller has removed the same. Buyer warrants that is has sufficient insurance coverage to comply with the provision of this sub-clause.

28. Customer Data. Buyer agrees that Seller is entitled to use, process, and store, and allow a third party to use, process, and store on Seller’s behalf, any data that Seller obtains under these Terms and Conditions, in accordance with relevant laws.

29. Waiver of Jury Trial. BUYER HEREBY AGREES TO WAIVE ITS RIGHT TO A JURY TRIAL FOR ANY CLAIMS AGAINST SELLER. BUYER UNDERSTANDS THAT BY ACCEPTING THESE TERMS AND CONDITIONS, BUYER MAY BE SACRIFICING LEGAL RIGHTS.