The term ‘Innerspec Technologies’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Innerspec Technologies, Inc. Global Headquarters 2940 Perrowville Rd. Forest, VA 24551 (USA). The term ‘you’ refers to the user or viewer of our website.
In compliance with the duty to provide information stipulated in article 10 of Law 34/2002, of July 11th, regarding Services of the Information Society and E-commerce, INNERSPEC TECHNOLOGIES EUROPE S.L. as the owner of the website www.innerspec.com, states:
The present information regulates the conditions of use, the limitations of responsibility and the obligations that the users of the website that is published under the domain name www.innerspec.com assume and commit themselves to respect.
www.innerspec.com provides access to articles, information and data (hereinafter, “the contents”) owned by INNERSPEC TECHNOLOGIES EUROPE S.L.. The user assumes responsibility of use of this website.
Some web pages of the website (www.innerspec.com) may allow involvement by means of comments, in which case any user may send texts through the form established for this purpose. By sending these texts clicking on the corresponding link, the user agrees and accepts, to make appropriate use of the content that www.innerspec.com offers through its website, and to not using them to:
(i) any activity which is unlawful, illicit or contrary to good faith and public order,
(ii) disseminate content or propaganda of a nature that is racist, xenophobic, pornographic, illegal, supports terrorism or which constitutes an attack on human rights
(iii) provoke damage in the physical and logical systems belonging to INNNERSPEC TECHNOLOGIES EUROPE S.L., to its suppliers or to other people; introduce or disseminate on the Net computer viruses or any other physical and logical systems that could provoke the previously mentioned damage.
(iv) try to access or use email accounts of other users and change or manipulate their messages.
(v) ultimately, comply with the social legislation applicable, and generally accepted moral standards and good practice, public order and these general conditions of access and use.
The user commits to not using any of the contents for ilicit purposes, prohibited in the Legal Notice or by the existing legislation, harmful to the rights and interests of third parties, or that in any way may damage, disable, overload, deteriorate or prevent the normal use of the contents, computer equipment or documents, files and all kind of content stored in any computer belonging to or contracted by INNERSPEC TECHNOLOGIES EUROPE S.L., of other users or of any internet user (hardware and software).
The user is under the obligation and committed to not transmitting, disseminating, or putting at the disposal of third parties any kind of material contained in the website, which includes for example, but not exclusively: messages, texts, pictures, graphics, icons, logos, technology, links, textures, design drawings, sound and / or image files, recordings, software, appearance, graphic design, source code, and, in general, any kind of material to which the user had access in his condition of user of the website.
Likewise, in accordance with all of this, the user will not be allowed to:
Likewise, the user admits:
Also, INNERSPEC TECHNOLOGIES EUROPE S.L. reserves the right to remove any remarks and contributions which infringe respect for personal dignity, which are discriminatory, xenophobic, racist, pornographic, which attempt against youth or childhood, order or public safety or which, in its opinión are not suitable for publication.
In any case, www.innerspec.com will not be held responsible for the opinions expressed by the users, through their blogs and other participatory tools created, in accordance with the current regulations.
INNERSPEC TECHNOLOGIES EUROPE S.L. is aware of the importance of data protection, as well as the privacy of the user and therefore, has implemented a policy of data processing aimed at providing maximum security in their collection and processing, ensuring compliance with the current regulations and setting that policy as one of the basic pillars in the lines of action of the company.
As a service to our visitors, our website may include hyperlinks to other sites that are not operated or controlled by INNERSPEC TECHNOLOGIES EUROPE S.L. Therefore, INNERSPEC TECHNOLOGIES EUROPE S.L. does not guarantee, nor is responsible for the legality, reliability, usefulness, veracity and timeliness of the contents of such websites or their privacy practices. Please, before providing your personal information to these websites outside www.innerspec.com, note that their privacy practices may differ from ours. Likewise, those people who intend to establish hyperlinks between their website and ours (www.innerspec.com) must observe and comply with the following conditions:
i. Prior authorization will not be necessary when the hyperlink allows only access to the home page but may not reproduce it in any way. Any other form of hyperlink will require the express and unequivocal authorization in writing by INNERSPEC TECHNOLOGIES EUROPE S.L.
ii. No “frames” will be created with the website or on the Web pages of INNERSPEC TECHNOLOGIES EUROPE S.L.
iii. There will be no false, inaccurate or offensive statements or indications about INNERSPEC TECHNOLOGIES EUROPE S.L., its directors, employees or collaborators, or about the people who are related to the website for any reason, or about the users of the website, or about the contents provided.
iv. It will not be declared or insinuated that INNERSPEC TECHNOLOGIES EUROPE S.L. has authorized the hyperlink or has supervised or assumed in any way the content offered or made available to the website in which the hyperlink is established.
v. The website in which the hyperlink is established may only contain what is strictly necessary to identify the destination of the hyperlink.
vi. The website where the hyperlink is established will not contain illicit information or content, contrary to morality and generally accepted good customs and public order, nor will it contain contents that are contrary to any third-party rights.
In order to improve the performance of the website, INNERSPEC TECHNOLOGIES EUROPE S.L. reserves the right to make, at any time and without prior notice, modifications and updates to the information contained in the website, its configuration and design, and this legal notice, as well as any other particular conditions. Therefore, the users must read the Legal Notice in each and every occasion in which they access the website.
INNERSPEC TECHNOLOGIES EUROPE S.L. is the owner of all the intellectual and industrial property rights of its website, as well as the elements contained in it (for example, images, sound, audio, video, software or texts; trademarks or logos, color combinations, structure and design, selection of used materials, computer programs necessary for its operation, access and use, etc.), owned by INNERSPEC TECHNOLOGIES EUROPE SL or by its licensors, being all rights reserved.
Any use not previously authorized by INNERSPEC TECHNOLOGIES EUROPE S.L., will be considered a serious breach of the intellectual or industrial property rights of the author. The user committs to respect the rights of Intellectual and Industrial Property owned by INNERSPEC TECHNOLOGIES EUROPE S.L. You can view the elements of the website and even print, copy and store them on the hard drive of your computer or any other physical support as long as they are, solely and exclusively, for your personal and private use. The user must refrain from deleting, altering, evading or manipulating any protection device or security system that was installed on the pages of INNERSPEC TECHNOLOGIES EUROPE S.L.
All brands, trade names or distinctive signs of any kind that appear on the website are property of INNERSPEC TECHNOLOGIES EUROPE S.L. or, where applicable, third parties who have authorized its use. Nothing contained on the Website may be construed as granting any license or right to use any aforementioned trademarks, commercial names and / or distinctive signs, and none of the exploitation rights which exist or which may exist over such contents shall be deemed to have been assigned to the user.
Likewise, the contents are intellectual property of INNERSPEC TECHNOLOGIES EUROPE S.L., or of third parties where applicable, therefore, the Intellectual Property rights are the property of INNERSPEC TECHNOLOGIES EUROPE S.L. or of third parties that have authorized their use, to whom the exclusive exercise of the exploitation rights thereof in any form corresponds and, in particular, the rights of reproduction, distribution, public communication and transformation. The reproduction, distribution and public communication, including the way it is made available, of all or part of the contents of this website, for commercial purposes, in any medium and by any technical means, without the authorization of INNERSPEC TECHNOLOGIES EUROPE SL. are expressly prohibited.
The unauthorized use of the information contained in this website, as well as the infringement of the Intellectual or Industrial Property rights of INNERSPEC TECHNOLOGIES EUROPE S.L. or third parties included in the website that have assigned content will give rise to the liabilities established by law.
INNERSPEC TECHNOLOGIES EUROPE S.L. is aware of the importance of data protection, as well as the privacy of the user and therefore, insists on the reading of the Cookies Policy of our website.
INNERSPEC TECHNOLOGIES EUROPE S.L. does not guarantee the absence of interruptions or errors in the access to the website, its contents, or that they are updated, although it will develop its best efforts to, as appropriate, avoid, correct or update them. Therefore, INNERSPEC TECHNOLOGIES EUROPE S.L. is not responsible for damages or losses of any kind produced to the user caused by failures or disconnections in the telecommunications networks that produce the suspension, cancellation or interruption of the service provided by the website, either during its provision or before.
INNERSPEC TECHNOLOGIES EUROPE S.L. excludes, with the exceptions contemplated in the current legislation, any liability for damages of any kind that may be due to lack of availability, continuity or quality of the operation of the website and its contents, due to non-fulfillment of the expectation of utility that users may have attributed to the website and its contents.
The function of the hyperlinks that appear on this website is exclusively to inform the user about the existence of other websites that contain information on the subject. These hyperlinks are not suggestions or recommendations.
INNERSPEC TECHNOLOGIES EUROPE S.L. is neither responsible for any security errors that may occur, nor for any damage that may be caused to the user’s computer system (hardware and software), or to the files or documents stored in it, as a result of:
INNERSPEC TECHNOLOGIES EUROPE S.L. is not responsible for the contents of these linked pages, the operation or usefulness of the hyperlinks or the result of such links, nor guarantees the absence of viruses or other elements in them that may cause alterations in the computer system (hardware and software), the documents or files of the user, excluding any responsibility for damages of any kind caused to the user for this reason.
Access to the website does not imply an obligation on the part of INNERSPEC TECHNOLOGIES EUROPE S.L. to control the absence of viruses, worms or any other harmful computer element. The user is responsible, in any case, for the availability of adequate tools for the detection and disinfection of harmful computer programs, therefore, INNERSPEC TECHNOLOGIES EUROPE S.L. is not responsible for possible security errors that may occur during the provision of the service of the website, nor for possible damages that may be caused to the computer system of the user or third parties (hardware and software), files or documents stored in the same, as a result of the presence of viruses in the user’s computer used for connection to the services and contents of the Web, a malfunction of the browser or the use of non-updated versions thereof.
Given the dynamic and changing environment of the information and services that are provided through the website, INNERSPEC TECHNOLOGIES EUROPE S.L. makes its best effort, but does not guarantee the complete truthfulness, accuracy, reliability, usefulness and / or timeliness of the contents.
The information contained in the pages that make up this website is only informative, advisory, and publicity. Under no circumstances they offer or have the nature of a binding or contractual commitment.
INNERSPEC TECHNOLOGIES EUROPE S.L. excludes all responsibility for the decisions that the user can take based on this information, as well as for the possible typographical errors that the documents and graphics of the website may contain. The information is subject to possible periodic changes without prior notice of its content by extension, improvement, correction or update of the contents.
The service of the website and the contents has, in principle, indefinite duration. INNERSPEC TECHNOLOGIES EUROPE S.L., however, is authorized to terminate or suspend the provision of the website service and / or any of the contents at any time. When reasonably possible, INNERSPEC TECHNOLOGIES EUROPE S.L. will notice in advance the termination or suspension of the website.
For any questions arising on the interpretation, application and compliance with this Legal Notice, as well as claims that may arise from its use, all parties involved submit to the Courts and Tribunals of Madrid expressly waiving any other jurisdiction that could correspond.
This privacy statement is governed by and construed in accordance with the EU General Data Protection Regulation (GDPR) and the laws of Spain.
We may collect the following information:
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.We use traffic log cookies to identify which pages are being used. This helps us analyse data about webpage traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.Overall, cookies help us provide you with a better website by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
You may choose to restrict the collection or use of your personal information in the following ways:
You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee will be payable. If you would like a copy of the information held on you please write to Innerspec Technologies, Inc. Global Headquarters 4004 Murray Place Lynchburg, VA 24501 (USA).If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible at the above address. We will promptly correct any information found to be incorrect.
INNERSPEC TECHNOLOGIES EUROPE, S.L. is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement.
INNERSPEC TECHNOLOGIES EUROPE, S.L. may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from May 1st, 2019.
Who is the responsible company for Data Protection?
What are the principles for processing personal data?
The personal data will be processed according with the legal requirements applicable and, in particular, the regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, henceforth GDPR, applicable from May 25, 2018 in the European Union.
In particular, we are committed to:
What kind of data do we collect?
INNERSPEC TECHNOLOGIES EUROPE, S.L. does not treat specially protected data.
With what purpose will we process your personal data?
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
Through the registration forms of the website, data is collected and stored in a file with the only purpose of sending electronic communications, such as newsletters, new entries (posts), as well as any other communications that INNERSPEC TECHNOLOGIES EUROPE, S.L. considers interesting for its users, always related to non-destructive testing industry.
Only the website’s owner will have access to your data, and under no circumstances this data will be transferred*, shared, or sold to any third party.
*INNERSPEC TECHNOLOGIES EUROPE, S.L. could have international data transfer with our parent company, Innerspec Technologies, Inc. located in PO Box 369 Forest VA 24551, USA.
In the event that you provide your information by an email message, it will be recorded in a file in order to manage the request or comment made to us, being applicable everything what is stated in the previous paragraph.
How long will we keep your data?
Personal data collected through the forms, as well as by clicking on the newsletter delivery checkbox, will be kept for as long as you decide. At any time, you can exercise the rights that the data protection regulations make available to you.
Additionally, personal data provided to contract our services will be retained as long as the commercial relationship is maintained. In case the customer stops acquiring our services, INNERSPEC TECHNOLOGIES EUROPE, S.L. will still keep your information to send you newsletters and other information related to our industry that we consider to be of your interest. You will, at any moment, be able to exercise the rights specified in the regulations by contacting us through email, phone, website, etc.
The Lawfulness of processing of your personal data can be:
Likewise, when keeping your data for different purposes for which specific consent has been requested, the user may at any time withdraw the consent, without affecting the legality of the data processing based on the consent prior to its withdrawal. At any time, you can exercise the rights that the data protection regulations make available to you, please, see point V about the Rights of the interested parties.
Your data will not be disclosed to third companies*.
Also, we inform you that your data will not be transferred internationally to any third country*.
*With the exception of Innerspec Technologies, Inc., our parent company located in Forest, VA (USA).
Which rights do I have in terms of data protection?
You can exercise any of the following rights by communicating it to the postal address C/ Sanglas, 13 28890 Loeches, Madrid (SPAIN) or to the electronic address indicated in the header email@example.com. In any case, according to current regulations, the following rights are recognized:
You can use the following forms to exercise your rights in an easier way filling in these forms. CLICK HERE
Which are your rights when you provide us your data?
Any individual has the right to ask for confirmation on whether or not INNERSPEC TECHNOLOGIES EUROPE, S.L. is processing any personal data related to him/her.
Interested parties may access their personal data, rectify them or, if applicable, request the deletion when, among other reasons, the data is no longer necessary for the purposes that were collected.
You can also inform us of the limitation of the processing of your data in which case they will only be processed for the exercise or defense of claims.
The personal data that INNERSPEC TECHNOLOGIES EUROPE, S.L. keeps and processes can be collected by the consent of the interested parties in his/her request for the provision of the a service and/or product through the completion of forms on the Website and from public sources, as companies websites, professional social networks, etc, only email addresses are collected of a professional nature.
From INNERSPEC TECHNOLOGIES EUROPE, S.L. we make every effort to comply with data protection regulation since it is the most valuable asset for us. However, we inform you that in case you understand that your rights have been impaired, you can file a claim with the Spanish Data Protection Agency (hereinafter AEPD), located at C / Jorge Juan, 6. 28001 - Madrid. More information about the AEPD in www.agpd.es.
Cookies are small text files stored in your computer, smartphone or tablet device when you visit a website. Cookies enable websites, among other purposes, to store and retrieve information about your browsing habits or your device and, depending on the information within it and the way you use your device, they can be used to recognize you among other users.
The user’s browser memorizes cookies in the hard drive during the current session only, taking a little storage space and not harming your computer. The cookies do not contain any data that could be used to identify you personally, and most of them are deleted form the hard drive at the end of the browser session (they are called “session cookies”).
PREFERENCE COOKIES: These cookies help us collect information about how you use our websites over time; the areas you visit, the time spent on our websites and issues and errors you may encounter. This information helps us to continually improve the information we provide and the performance of our websites and services. They store setups of services in order to avoid reconfigure them each time you visitus.
PERFORMANCE COOKIES: These cookies help us collect information about how you use our websites over time; the areas you visit, the time spent on our websites and issues and errors you may encounter. The information obtained is totally anonymous and at no time can be associated with a particular or identified user. They allow us to count the number of visitors to the website or the most-viewed-contents.
MARKETING COOKIES: These cookies are used to deliver content that is more relevant to you and your interests. They may be used to deliver targeted advertising or to limit the number of times you see an advertisement. They allow us to adapt the advertising to the device you are using.
In addition to Innerspec's own cookies, we use third-party statistical cookies.
THIRD PARTY COOKIES: We use features and services provided by third parties that may set cookies on our behalf. These services are embedded on our webpages to provide functionality such as video players and social media sharing tools. These third-party services may set their own cookies which we cannot control or access.
BUYER AGREES THAT UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING THE FOLLOWING TERMS AND CONDITIONS SHALL CONSTITUTE THE COMPLETE AND FINAL AGREEMENT BETWEEN INNERSPEC TECHNOLOGIES EUROPE, S.L. (INNERSPEC), AND BUYER IN RESPECT TO THIS TRANSACTION. OBJECTION TO ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS IS HEREBY MADE. This Contract shall be governed by the laws of the kingdom of Spain. Any modification to the Contract shall only be effective when evidenced by a written instrument signed by an authorized representative of each party. The following definitions shall apply herein: “System” shall mean the hardware and software programs defined in the contract technical specifications. Hardware may include equipment or materials (hereinafter Equipment); software programs may include computer programs developed and owned by INNERSPEC as applications or integrating software (hereinafter “INNERSPEC Programs”) and commercially available third-party programs provided in conjunction with Equipment operation (hereinafter “Operating Programs”). “Installation” shall mean all work, as defined in the contract technical specifications, associated with installation of the System and performed by INNERSPEC at the Installation Site. “Installation Site” shall mean the Buyer’s facility where the System is to be delivered and installed. “Services” shall mean any optional services provided by INNERSPEC which, although purchased by the Buyer under a separate written agreement, will be subject to these terms and conditions. Services may include telephone hot lines, remote diagnostics, service calls, preventive maintenance programs and other support activities as may be defined in such service agreement. “Products” shall mean the System, Installation and/or Services. “Final Acceptance” shall mean final approval and acceptance of the System by the Buyer in accordance with acceptance/test criteria as defined in the contract technical specifications. The term “subcontractor(s)” shall include “vendors” and “suppliers”, irrespective of tier.
Unless previously withdrawn our quotation is open for acceptance in writing within the period stated or when no period is stated within thirty (30 days) after this date. We reserve the right to correct any errors or omissions in our quotation.
3. LICENSE OF PROGRAMS
INNERSPEC grants to Buyer, effective upon Final Acceptance of the System, (a) a nonexclusive license to use the INNERSPEC Programs identified in the System specifications, and (b) the right to use, in accordance with the terms provided by the owner thereof, the Operating Programs, if any, included with the System. The INNERSPEC Programs are provided and authorized to be installed, executed, and used specifically at the Installation Site, only in machine-readable, object code form. Through the INNERSPEC Programs, INNERSPEC may, but is not obligated to, remotely monitor the performance of the System, and collect, transmit and store data in remote servers for the purpose of improving the System performance and expanding its functionality. Buyer’s rights in the INNERSPEC Programs pursuant to such license are expressly limited to the use of the INNERSPEC Programs by Buyer at the Installation site in connection with operation of the Equipment. Buyer shall not assign, transfer, make copies, or sublicense the INNERSPEC Programs without the prior written consent of INNERSPEC.
4. DELIVERY, INSPECTION AND INSTALLATION
If Installation is specifically included in the Contract as part of the scope of work, Buyer, at its expense and prior to delivery and installation of the System at the Installation Site, shall prepare the Installation Site in an appropriate manner and shall cause the Installation Site to conform to any utility, environmental, and communication interface requirements that INNERSPEC or the suppliers of the Equipment may specify. Buyer shall promptly inspect the System upon its arrival at the Installation Site and shall notify INNERSPEC if Buyer finds any nonconformity or defect in the System.
Unless otherwise stated prices do not include where applicable any tax, license fee, customs import or export duty or charge of the cost of special packing or freight or insurance cover.
6. PERMITS AND REGULATORY REQUIREMENTS
INNERSPEC shall be responsible for obtaining any license or permit required of INNERSPEC in its name to enable it to deliver the Products. Should compliance of the Products with the laws, rules, regulations, or ordinances of any international, national, or local authority, or of any agency thereof, be required; and should such compliance require changes in the Products; or should any permits, licenses or approvals of plans and specifications for the Products or permits, licenses, or approvals for the installation or use thereof be required; Buyer assumes the risk and responsibility for such compliance or changes, and for securing such permits, licenses, and approvals from the proper authorities, and for paying any associated costs or fees.
7. DAMAGE IN TRANSIT AND LOSS IN DELIVERY
Claims for damage in transit or loss in delivery of the goods will only be considered if the carriers and INNERSPEC receive written notification of such damage within 7 days of delivery or in the event of loss of goods in transit within 21 days of consignment.
8. TRANSFER OF PROPERTY AND RISK
The title and property in the goods shall pass when full payment has been received of all sums due to INNERSPEC whether in respect of the present transaction or not. The risk in the goods shall be deemed to have passed on delivery.
9.1 Warranty with Respect to Equipment: INNERSPEC warrants that each item of Equipment delivered hereunder will be free from defects in workmanship and material. Such warranty will be in effect for a period of one (1) year from date of delivery. For consumables, no warranty period(s) shall apply. Any part of any item of Equipment furnished to Buyer which fails to conform to this warranty will, at INNERSPEC’s expense and within a reasonable time, be either repaired, or, at INNERSPEC’s option, replaced; or, if repair or replacement is impracticable or impossible, INNERSPEC will refund to Buyer the price actually paid to INNERSPEC by Buyer for the defective item of Equipment.
9.2 Warranty With Respect to INNERSPEC Programs and Operating Programs: INNERSPEC warrants that upon Final Acceptance of the System and for a ninety (90) days thereafter, the INNERSPEC Programs shall conform in all material respects to any specifications supplied in writing by INNERSPEC prior thereto, and shall not contain any material defect. The warranty for Operating Programs shall only be as stated in the literature accompanying same, and the warrantor will be the owner thereof and not INNERSPEC.
9.3 Warranty With Respect to Installation: INNERSPEC warrants that any Installation Site labor provided by INNERSPEC will be performed in a manner consistent with the standards of quality and care typical within the industry at the time of performance for similar work. Such warranty will be effective for a period of one (1) year from the date of performance of the Installation Site labor. If any Installation Site labor provided by INNERSPEC does not conform with INNERSPEC’s above stated warranty obligation, INNERSPEC will remedy, replace or re-perform same at INNERSPEC’s expense; or if repair, replacement or re-performance is impracticable or impossible, INNERSPEC will refund to Buyer the price paid to INNERSPEC for the non conforming Installation Site labor.
9.4 Warranty With Respect to Services: INNERSPEC warrants that any Services performed pursuant to this Contract will be performed in a professional manner consistent with the standards of quality and care typical within the industry at the time of performance for similar work. Such warranty will be effective for a period of one (1) year from the date of performance of the Service. Any Services which do not conform with INNERSPEC’s above stated warranty obligation will be re-performed by INNERSPEC at INNERSPEC’s expense, or, if re-performance is impracticable or impossible, INNERSPEC will refund to Buyer the price paid to INNERSPEC for the non conforming Services. The above-stated warranty notwithstanding, unless specifically included in the contract technical specifications, INNERSPEC shall not be responsible for any services relating to the development, implementation and/or refinement of production processes used by Buyer in connection with operation of the System to produce the Buyer’s products. INNERSPEC’s obligations with respect to effective use of the System to produce Buyer’s products shall be limited to delivery of hardware and software meeting the contract technical specifications, and it is understood by the parties that the unique knowledge of manufacturing processes for Buyer’s products shall remain Buyer’s responsibility.
9.5 Conditions of Warranty: The warranties and remedies set forth in 9.1 through 9.4, above, will apply only if notice of claim is given to INNERSPEC in accordance with the requirements specified above, and the following obligations of Buyer met: (1) Written claim must be made by Buyer within thirty (30) days from the date the non conformance is detected by Buyer and in no event later than thirty (30) days after expiration of the applicable aforementioned warranty period. (2) All Equipment must be properly unloaded, stored, maintained, and installed; and must be protected from damaging agents by Buyer except when installation of such System is included in INNERSPEC’s scope of supply. All Equipment must be operated only in a normal and proper manner, in accordance with any operating instructions or manuals and not in excess of any applicable ratings, limitations, or operating specifications. Any Buyer modification to the Equipment or any INNERSPEC Programs or Operating Programs shall presumptively void INNERSPEC’s warranty and remedy obligations to Buyer. (3) If INNERSPEC is required to repair or replace any part(s) of the System or re-perform any Installation or Services, Buyer shall be obligated at its own expense to provide access to the part of the System or any parts or items of Equipment, which are to be repaired or replaced. (4) Buyer shall, at no expense to INNERSPEC, provide site personnel, facilities, data and information to assist in any activity which may be required of INNERSPEC under this warranty. For consumables or those parts or items of Equipment that may be readily removed from the System, Buyer agrees to remove such parts or items and ship to INNERSPEC for repair, if appropriate, and in any event Buyer agrees, at its expense, to install the repaired or replacement part. Whether removed by Buyer or INNERSPEC, all defective parts or items of Equipment shall be returned to INNERSPEC. If INNERSPEC responds to a warranty claim and the above conditions have not been met, Buyer agrees to reimburse INNERSPEC its costs for so responding, and the parties may agree to have INNERSPEC perform out-of-warranty service at INNERSPEC’s then-current rates. (5) Buyer is responsible for transportation costs of the equipment to and from the factory for warranty replacement or repair, and for all travel expenses incurred by service personnel.
9.6 Warranty Disclaimer: THE WARRANTIES AND REMEDIES SET FORTH HEREINABOVE ARE EXCLUSIVE, AND NO OTHER WARRANTY OR REMEDY OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY.
9.7 Exclusive Remedies: The sole liability of INNERSPEC and the exclusive remedy of Buyer with respect thereto, arising out of the purchase, manufacture, sale, furnishing, or use of the Products, whether such liability is alleged to arise on account of contract, tort (including negligence), strict liability, or otherwise, shall be limited to the remedies specified in this Article and in Article 14, PATENTS. In no event shall INNERSPEC be responsible for any work done by others, or for any loss, damage, cost or expense arising out of or resulting from such work, provided that in the event INNERSPEC has engaged subcontractors in the performance of its obligations, INNERSPEC will have the same responsibilities to Buyer for such work as it has with respect to its own work.
10. LIMITATION OF LIABILITY
Neither INNERSPEC nor its subcontractors shall be liable whether arising under contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss by reason of plant or other facility shutdown, non operation or increased expense of operation, claims of Buyer’s customers or subcontractors, or for any special, incidental, indirect, or consequential loss or damage of any nature arising at any time from any cause whatsoever. The total liability of INNERSPEC and its subcontractors, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the price of this Contract. The provisions of this Article shall apply notwithstanding any other provision of this Contract or of any other agreement.
11. INDEMNIFICATION AND WAIVER
For work performed hereunder by INNERSPEC at the Installation Site, INNERSPEC indemnifies and holds harmless Buyer except to the extent Buyer is compensated or entitled to compensation by Buyer’s insurance against all losses, claims, damages, or liabilities arising out of or based upon bodily injury (including death at any time resulting therefrom) occurring prior to completion of the Installation Site activity under this Contract, when proximately caused by the negligence of INNERSPEC or its subcontractors. Buyer waives any and all rights and remedies and shall require its insurers to waive any rights of subrogation against INNERSPEC and its subcontractors, whether in contract, tort (including negligence), strict liability or otherwise for any loss or damage including loss of, or damage to, or loss of use of, any property at the Installation Site, no matter how caused and regardless of fault. Except as provided above, Buyer indemnifies and holds harmless INNERSPEC and its subcontractors against all losses, claims, damages or liabilities arising out of or based upon bodily injury (including death at any time resulting therefrom).
12. DELAY IN PERFORMANCE
INNERSPEC shall not be liable for any expense, loss or damage resulting from delay or prevention of performance of this contract caused by fires, floods, acts of God, strikes, labor disputes, labor shortages, inability to secure materials or equipment, fuel or other energy shortages, riots, thefts, accidents, transportation delays, acts or failure to act of any government or of Buyer, delay in obtaining licenses, major equipment breakdown, or any other cause whatsoever, whether similar or dissimilar to those enumerated above, beyond the reasonable control of INNERSPEC. In the event of any delay occasioned by INNERSPEC or its subcontractors arising by reason of any of the foregoing, the time for performance shall be equitably adjusted. When INNERSPEC is performing work under this Contract at the Installation Site, Buyer shall pay INNERSPEC at the rates applicable for the work in question for time lost on account of such delay.
13. OPERATION OF BUYER’S EQUIPMENT - INTERPRETATION OF DATA
INNERSPEC’s personnel are authorized to consult with Buyer but are not authorized to operate equipment which is a part of Buyer’s Installation Site. All operation of Buyer’s equipment shall normally be performed by and under the supervision of Buyer; provided, that personnel of INNERSPEC may, if expressly agreed in writing, on a case basis, operate Buyer’s test equipment or equipment used for repair or maintenance activities. Where applicable, INNERSPEC’s personnel shall advise and consult with Buyer concerning data generated or obtained by Buyer in connection with this Contract, however, Buyer accepts total responsibility for the analysis or interpretation of such data and for judging what actions are required as the res
14. PROPIETARY INFORMATION
Any information concerning the parties hereto which is disclosed to the other party incident to the performance of work pursuant to this Contract is conclusively presumed to have been disclosed in confidence, and the recipient shall not publish or otherwise disclose it to others without the written approval of the disclosing party. Buyer understands that special techniques in the arts and sciences, developed or accumulated by INNERSPEC on its own time and at its own expense, will be employed to benefit Buyer under this Contract, and Buyer further agrees that such special techniques are proprietary and shall not be disclosed to any third party during or subsequent to the term of this Contract without INNERSPEC’s prior written consent; provided, however, that nothing herein shall limit Buyer’s right to disclose any data provided by INNERSPEC hereunder which (a) properly becomes knowledge available within the public domain or (b) is received by Buyer from a third party without restriction and without breach of this or any other Contract. This Contract does not affect any transfer of title in the INNERSPEC Programs, the Operating Programs, or any materials furnished or produced in connection therewith, including drawings, diagrams, specifications, input formats, source code(s), and user manuals. Buyer acknowledges that the INNERSPEC Programs (and all materials furnished or produced in connection with the INNERSPEC Programs), including, without limitation, design, programming techniques, flow charts, source code, and input data formats, may contain trade secrets of INNERSPEC, entrusted by INNERSPEC to Buyer under this Agreement for use only in the manner expressly permitted hereby. Buyer further acknowledges that INNERSPEC claims and reserves all rights and benefits in the INNERSPEC Programs. Neither the INNERSPEC Programs nor any materials provided to Buyer in connection with the INNERSPEC Programs may be modified, enhanced, copied, reprinted, transcribed, or reproduced, in whole or in part, without the prior written consent of INNERSPEC.
15. RIGTHS IN INFORMATION AND DATA
INNERSPEC shall own, have and retain the right to publish, use, make derivative works from, seek patent, trademark and/or copyright protection for, and have used, and permit others to publish, use, and/or have used, all information, data, designs and intellectual property used, developed, or acquired by INNERSPEC in the course of performance of the work hereunder, which use would not be prohibited by Article 14, above. Buyer shall have the right of access to such information or data for the limited purposes of maintenance but not duplication of the System by Buyer or third parties, as well as use of the System by Buyer (but not by third parties) for the purpose intended or such similar related purposes as Buyer may elect.
INNERSPEC shall defend at its own expense any suit or action brought against Buyer based on a claim that the Products, excluding any Operating Programs, delivered hereunder, or any INNERSPEC-manufactured part thereof, or the designed use of same, constitutes infringement of any patent or copyright of the kingdom of Spain, and INNERSPEC shall also pay all costs and damages awarded therein against Buyer. In case such System or any part thereof is held to constitute infringement, and its use is enjoined, INNERSPEC shall, at its option and expense either: procure for Buyer the right to continue to use such System or part thereof; replace it with a substantially equivalent non infringing part or System; or modify it so it becomes non infringing. Buyer shall not have the right to claim indemnity under this Article unless it provides prompt written notice of the assertion of any claim of infringement to INNERSPEC and makes available all needed information, assistance, and authority it possesses for the defense of any suit or proceeding in which such claim is asserted. Any such replacement or modification shall be accomplished subject to the Conditions of Warranty which apply for repair or replacement of defective Equipment under the Warranty article hereof. The foregoing sets forth the entire responsibility of INNERSPEC with respect to patent or copyright infringement.
17. ASSIGNMENT AND TRANSFER
Any attempt to assign this Contract shall be void unless prior thereto the parties have mutually agreed to contract assignment by a duly executed agreement. This clause shall not, however, prohibit a transfer resulting from corporate merger. In the event Buyer transfers any interest in the System, Buyer will indemnify and old harmless INNERSPEC from and against any claims, losses, damages, or liabilities which INNERSPEC may incur.