(a): These terms and conditions (“Terms”) apply to the sale or supply of all products or systems (“Products”), and the performance of all services (which includes any software provided as a service) (“Services”) by INARA COMPANY LIMITED (“INARA”) to you (“Customer”) and will form a necessary part of any Offer or Agreement therefore. Customer’s ordering of Products or Services from INARA constitutes acceptance of these Terms, as such Terms may have been updated through the date of such order. As used herein, “Agreement” means any written agreement for supply, distribution, sale, or license of any Products or Services entered into between INARA and Customer, or any purchase order that is issued by Customer and accepted by INARA; and “Offer” means any quotation, proposal or offer provided to Customer by INARA.
(b): Products and Services may include web or mobile applications that may be subject to additional terms (“Additional Use Terms”) or software that may be subject to additional (end-user) software license conditions (“EULAs”), both from either INARA or an affiliate, or third parties. Such EULAs or Additional Use Terms will be made available together with the web or mobile application or software, as applicable. Except where specified otherwise in a EULA or Additional Use Terms, such EULA or Additional Use Terms will form part of the Agreement. Software will not be sold to Customer, but licensed subject to the license terms in section 10 below.
(c): In the event of any conflict or inconsistency between these Terms and the terms of any Agreement or Offer the terms of such Agreement or Offer will prevail. With respect to web or mobile applications or software, any Additional Use Terms or the terms of any applicable EULA will prevail over these Terms.
(d): The terms “agreed”, “consent”, “confirmed”, “accepted”, "informed”, “notified” or “notice” and documents or acts of similar meaning will be deemed to be required to be done in writing, where "in writing" means hand-written, type-written, printed or electronically made, and resulting in a permanent record. The terms "includes" or "including" will be construed without limitation to the generality of preceding words.
(e): Any different or additional terms in any purchase order, blanket instructions, terms of purchase or other writing from Customer will be deemed a material alteration of these Terms and are expressly objected to and rejected and will be of no force or effect. Commencement of performance or shipment will not be construed as acceptance of any of Customer's terms or conditions. Course of performance or usage of trade will not be applied to modify these Terms. These Terms may be amended by INARA by posting an updated version on its website, provided that in respect of an Agreement and an Offer the version of the Terms applicable as of the effective date of the Agreement or the date of the Offer will apply.
(f): Offers by INARA are open for acceptance within the period stated in such Offer or, in the event that no period is stated, within thirty (30) days from the date of the Offer, provided that INARA may amend, withdraw or revoke any Offer at any time prior to the receipt by INARA of the acceptance of an Offer. No order submitted by Customer will be deemed final or accepted by INARA unless and until confirmed by INARA.
(g): Customer is solely responsible for the accuracy of any order, including with respect to the specification, configuration or other requirements of Products and Services, and functionality, compatibility and interoperability with other products (not authorized by INARA), as well as fitness for particular use. Customer warrants that the information provided to INARA under an Agreement is complete, accurate and true, and Customer acknowledges that a failure to provide complete, accurate and true information or instructions to INARA may detrimentally affect INARA's ability to discharge its obligations or exercise its rights under an Agreement.
(h): Any catalog, specification, price sheet or other similar documentation prepared by INARA is strictly for convenience only and will not be deemed as an Offer. INARA believes such documentation is complete and accurate at time of printing, but INARA does not warrant that such documentation is error free. INARA will not accept responsibility for any damages in connection with errors of measurements, descriptions, application recommendations and the like.
(i): Products will be supplied in accordance with the standard functionalities, styles and sizes as described in INARA’s catalogs or, for special or made-to-order Products, in accordance with INARA’s drawings and specifications sheets. In the event of a conflict between an order of Customer and a drawing or specification sheet from INARA approved by Customer, the latter will prevail.
(j) Assumptions, exclusions and qualifications stated by INARA in Offers, Agreements or otherwise will direct the Agreement and will be construed as part thereof and guide its execution and interpretation.
(k): Where the performance under the Agreement relies on the approval, confirmation or acceptance by Customer of a (draft) proposal, design, deliverable, planning or any other action by INARA, Customer shall do so within the period stated in the Agreement, or, in the event that no period is stated, within seven (7) days after receipt of a request from INARA, in the absence of a response within such time period Customer will be deemed to have approved, confirmed or accepted as submitted by INARA.
(l): In the event that Customer resells Products or incorporates Products and/or Services in offerings to its customer, Customer shall ensure that all its customers and/or end users of Products or Services comply with all relevant Customer’s obligations under the Agreement and these Terms, and that the terms of its agreement with each of its customer(s) or end user(s) are consistent with the Agreement and these Terms, failing which Customer shall indemnify, defend and hold harmless INARA and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses, liabilities, costs (including legal costs) and expenses arising out of or in connection with any non-compliance.
(b): Subject to notice to Customer, INARA reserves the right to adjust Prices for Products and/or Services not yet delivered or performed to reflect variations in individual costs of more than five percent (5%) including any foreign exchange rate fluctuations, raw materials and other costs of manufacturing and distribution, and labor costs, that take effect between the date of the Agreement and delivery of Products and/or performance of Services. In addition, if an Agreement has a term longer than twelve (12) months, INARA may adjust Prices as of each 1st April (i) for the change in the most recently published in Consumer Price Index compared to twelve (12) months earlier; and (ii) to reflect variations in the foreign exchange rate between SAR currency and the Euro currency of more than 5% since the date of an Offer.
(c): Any cancellation, delay or other change by Customer of a purchase order previously accepted by INARA will require the prior approval of INARA and the approval will be without prejudice to any rights or remedies INARA may have under the Agreement or at law. If, on request of Customer, INARA agrees to any such change in purchase order or a change in an Agreement, including an (partial) cancellation, delay or suspension, the addition, omission, alteration, substitution or modification of the design, quality, standard, quantity, manufacturing site or performance (including sequence, quantities or timing) of Products and/or Services (each, a “Variation”), or a Variation is required due to (i) changes in applicable laws, regulations or industry standards, (ii) emergency situations, (iii) incorrect or incomplete information provided by Customer, or (iv) non-compliance by Customer of any of its obligations under an Agreement, Customer shall reimburse INARA for all costs and expenses incurred in respect of such Variation promptly on first request.
(d): INARA may invoice Customer upon shipment of Products, or when Services have been performed. INARA may require (i) Customer to pay on fixed payment days; (ii) an advance payment of (part of) the Price; and/or (iii) invoice per separate specified phase, time period or milestone of performance. Customer shall make net payment within thirty (30) days of date of invoice to the designated bank account of INARA. Customer shall pay all amounts due to INARA in full without any set-off, counterclaim, deduction or (tax) withholding.
(e): In the event Customer fails to make any payment due under an Agreement on the due date, then, whether or not INARA has made a formal demand for payment and in addition to any other rights and remedies available to INARA, to the extent permitted by applicable law: (i) all amounts due from Customer will be considered payable and non-disputed, admitted debt; (ii) Customer shall pay INARA all costs of payment collection, including attorneys’ fees; and (iii) INARA may cancel any credit issued to Customer and require, to its satisfaction, that Customer provides (additional) security, pre-payments or deposits, and may implement additional conditional payment terms or accelerate payments schedules for any outstanding performance.
(f): INARA may set off against and deduct from any amount that INARA (or any of its affiliates) owes to Customer under any agreement any amount that Customer owes to INARA or against any advance payments or deposits made by Customer. In the event that INARA sets off amounts in different currency it will use a commonly used currency conversion rate.
(b): Customer shall note any damage to Products caused in transit, or shortages thereto, on transport documentation immediately upon receipt of Products, with due regard to applicable instructions by INARA or the carrier. All Products delivered under the Agreement will be deemed accepted by Customer as conforming to the Agreement, and Customer will have no right to revoke any acceptance, unless Customer provides INARA notice of a claimed nonconformity within seven (7) days of the date of delivery. Notwithstanding the foregoing, any use of a Product by Customer or its customers after delivery will constitute acceptance of that Product by Customer. INARA shall at its option and within a reasonable time, correct nonconformities by either repair, make available parts, replace or deliver missing Products, or credit the Price paid by Customer for undelivered Products.
(c): Minor Nonconformities will not prevent or suspend acceptance by Customer of the Products, Services or both, and INARA shall correct these within a reasonable time. “Minor Nonconformities” are nonconformities or anomalies that do not hinder the overall operation and intended use of Products or Services in accordance with the specifications.
(d): INARA may make changes to the design, materials, fit and finish of Products or change working methods, communication systems, software or any other elements of Services, and Documentation provided that such changes do not materially affect the functionality of the Product or Services. Unless specifically agreed otherwise, INARA does not warrant the availability, accuracy, completeness, reliability, timeliness or output from Products and Services. Customer shall not use or rely on Products and Services for any other applications or purposes than agreed in the Agreement.
(e): Customer explicitly acknowledges that certain features or functionality of Products and Services may rely on the availability and correct functioning of third party service providers, as may be indicated by INARA, including supply of energy, data storage, connectivity and communication services. These are outside of the control of INARA, and INARA will have no responsibility or liability in this respect.
(f): Customer is responsible for all information, orders, instructions, materials, and actions provided or performed by Customer directly or by third parties engaged by Customer (excluding subcontractors of INARA) in connection with the delivery or performance by INARA of any Products or Services. INARA will be entitled to rely on the accuracy and completeness of all information furnished by Customer, including where INARA provides data collection, design or audit services. Upon request of INARA, Customer shall promptly provide any other information, services or support under Customer's control and relevant to the performance by INARA under the Agreement.
(g): In the event of delay or interruption in delivery of Products or the performance of Services for reasons not attributable to INARA or due to a Variation, the timelines for performance by INARA will be amended accordingly. INARA will be entitled (in addition to the increased costs referred to in section 2(c)) to a reasonable compensation by Customer for any damages and/or costs incurred by such delay.
(h): In the event that an Agreement contains (minimum) stock requirements for INARA, Customer shall at first request of INARA purchase Products kept in stock under such requirement.
(b): Customer shall use and, where applicable, shall cause and ensure that end-users use web-applications, mobile applications and software in accordance with applicable Additional Use Terms and/or EULAs, and where applicable, keep a full back-up of such software installed readily available. In the event of a software error, Customer shall provide INARA with alerts or error messages and support INARA in updating or replacing software used in connection with performance under the Agreement.
(c): Customer shall not perform (or permit) any activity on any equipment or software supplied and/or used by INARA in the performance of Services, except normal use in accordance with the specifications or otherwise with the prior approval by INARA. In the event of any unauthorized actions, INARA may suspend the Services until the equipment or software has been restored to its original compliant state and charge Customer on the basis of a Variation, and until confirmed any warranty obligations of INARA with respect to such Services will be null and void. Any changes to equipment or software owned by INARA (or its licensors) will be exclusively owned by INARA (or its licensors), even if such changes have been performed by or for Customer.
(d): Unless expressly included in Services, for any Services requiring connection to a system from a remote location, Customer shall at its own expense and risk establish external system access for service staff of INARA (or its subcontractors). Customer shall make available technically competent staff as and when required to support INARA and, where applicable, Customer authorizes INARA to make use of Customer's IT infrastructure to connect to and share data with specified systems and/or services to perform Services.
(e): INARA shall not be responsible for the failure of any of its Products or Services to provide the expected performance, benefits, effects or outcome arising from: (i) Customer’s failure to comply with the terms under the Agreement; (ii) failures or fluctuations of electric power; (iii) sunset/shutdown of connectivity and communication technologies; (iv) Force Majeure and other unusual external influences; or (v) Variations.
(b): All the documentation provided by INARA in connection with the Products and Services, including any user manuals or instructions, catalogs, specification sheets, data, drawings, schedules, designs, source code, or any other documents or information obtained from INARA or created by INARA in whatever form including electronic or printed format (“Documentation”) will remain the property of INARA. Documentation is not sold to Customer, but licensed subject to the license terms in section 10 below. Unless otherwise agreed, all IPR in and to the Documentation is retained by INARA or a INARA nominee. Customer shall not use, publish, copy or disclose the Documentation except in accordance with these Terms.
(a): Customer is responsible for the timely completion of preparatory works and site preparations in conformity with requirements set by INARA. Customer shall prior to the agreed start of Installation or other Services on site, and in such a manner that INARA can perform in the most efficient manner and within agreed time schedules: (i) provide and maintain the site conditions (including infrastructure); (ii) provide all necessary information, instructions, inspections, authorizations, approvals, permits and notify INARA about the location of any cables, electric power lines, water pipes or the like, including surveys describing physical characteristics, legal limitations and utility locations for the site; (iii) provide site access, including traffic management, where applicable; and (iv) put at the disposal of INARA all materials, tools, constructions and other facilities, and all other reasonable assistance in an accurate and timely manner, and at no additional costs to INARA, all in compliance with applicable laws, including all applicable health and safety, electrical and building codes.
(b): Customer shall not call INARA upon site before the obligations under section 6(a) have been satisfactorily completed. In the event of waiting times of more than four (4) hours on a day, INARA may reschedule and charge Customer a full working day for that day for the resources concerned. Customer shall (i) provide a fully qualified representative to support INARA as and when required while working on site; (ii) provide utilities (including gas, water, electricity and connectivity), heating and lighting necessary for the performance on site; (iii) provide adequate and lockable rooms for Personnel (equipped with sanitary installations) and storage of materials, tools and instruments on or near the site; (iv) decommission and collect the materials that are replaced by Products and remove these from the site; and (v) assist INARA during (performance) tests. Upon request of INARA, Customer shall arrange for the temporary shutdown of facilities at the site (including water systems).
(c): Upon finalization of Installation or other Services on-site, INARA shall notify Customer in accordance with the acceptance protocol agreed between the Parties. In the event that no such protocol has been agreed, within five (5) days after notice to Customer of finalization of installation or other Services on-site, Customer shall check and test the Service set-up, the Products supplied and/or Installed by INARA and, subject to sections 3(b) and 3(c), notify INARA of any Defect (as defined in section 9(a), in the absence of which Customer will be deemed to have accepted the Service set-up, the Products supplied and/or Installed five (5) days after notice. INARA shall resolve Defects so notified within a reasonable period in accordance with section 9.
(b): Legal title to Products will pass to Customer only when INARA (or its financiers) has received payment for such Products in full and, to the extent permitted by applicable law, INARA received payment in full of all other amounts due by Customer under any other agreement with INARA (or any of its affiliates). Until legal title to Products has passed to Customer, Customer shall (i) not assimilate, transfer or pledge any of the Products, or grant any right or title in the Products to any third party, except in the normal course of business and against payment or subject to retention of title; and (ii) ensure that the Products remain identifiable as Products owned by INARA. In the event of breach by Customer, INARA may require that Customer return to INARA, at Customer’s cost (including costs for de-installation), all Products in which the title has not yet passed and Customer shall fully cooperate to enable INARA to collect such Products and grant INARA (or its representative) free access to the location of the Products, and other equipment supplied and/or used by INARA in the performance of Services.
(b): Unless otherwise agreed by the Parties, INARA does not provide any warranty for third party products, products not marked with the PHILIPS trademark or with trademarks owned by Signify or INARA, nor for third party software, applications or services, or customized Products.
(c): Customer acknowledges that EULAs or Additional Use Terms may limit the warranty period for software (including web or mobile applications).
(d): In order to be entitled to make a valid claim under warranty, Customer shall promptly notify INARA of alleged Defective Products or Defective Services prior to expiration of the warranty period. In the event that INARA decides, in its sole discretion, that a claim under warranty is valid, INARA shall, within a reasonable time, at its own option, repair or offer replacement products for Defective Products, or remedy or supplement any Defective Services. If despite reasonable efforts of INARA, a Defective Product cannot be repaired, no replacement product can be supplied or Defective Services cannot be remedied or supplemented, INARA shall make an appropriate refund or credit of monies paid by Customer for those Defective Products or Defective Services. Repairs, replacements or remedies will not extend or renew the applicable warranty period. Customer shall obtain consent from INARA on the specifications of any tests it plans to conduct to determine whether a Defect exists. Replacement products supplied by INARA may have minor deviations in design and/or specifications which do not affect the functionality of replaced Product. In respect of any replaced or credited Products, INARA may, in its sole discretion, either claim the property of replaced or credited Products and require Customer to return these to INARA, or instruct Customer to destroy these at Customer’s costs.
(e): Customer shall bear the costs of access for remedial warranty efforts by INARA, including removal and replacement of systems, structures or other parts of Customer’s facility, the de-installation of Defective Products, and the re-installation of replacement products. Customer shall not return Products to INARA without consent of INARA and unless in accordance with applicable INARA’ return policies. In the event that INARA decides that a claim under warranty is not valid, Customer will bear the costs incurred by INARA in handling and testing, and the transport of Products returned.
(f): Any indemnification and warranty obligations of INARA under an Agreement are conditional upon (i) proper storage, installation, use, operation, and maintenance of Products, all in accordance with user manuals, warranty policies and other instructions or terms communicated by INARA to Customer; (ii) Customer keeping accurate and complete records of operation and maintenance during the warranty period and providing INARA access to those records; and (iii) modification or repair of Products or Services only as authorized by INARA. Failure to meet these conditions renders the warranty null and void. INARA will not be responsible for normal wear and tear and environmental or stress testing. The warranty provided in this section 9 does not apply to damage or failure to perform arising as a result of any Force Majeure or from any abuse, misuse, abnormal use, improper power supply, powers surges or fluctuations, corrosive environments, neglect, exposure or any use or installation in violation of the instructions or restrictions prescribed by INARA or any applicable standard or code.
(g): Any indemnification and warranty obligation of INARA under an Agreement will not establish, by themselves, any liability to third parties or the public. Nothing in an Agreement will be construed to create any obligation, standard of care or liability to persons or third parties.
(h): If a recall, retrofit, update, withdrawal or any other remedial action related to any Product is required, Customer shall fully cooperate and shall provide such assistance as INARA may require. Customer shall keep accurate books and records to assure traceability of the Products in the event of a Product recall or any other remedial actions.
(i) Subject to the exclusions and limitations set out in the agreement, and subject to applicable law, sections 9, 11 and 12 (b), (c) and (d) state the entire liability of inara and its affiliates in connection with defective products or defective services, regardless of when the defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort or extra-contractual liability (including negligence), strict liability or otherwise, and will extend directly to customer only and not to any third party, including customer’s customers, agents or representatives. Inara expressly disclaims all other warranties, whether express or implied, including but not limited to any warranty against infringement or implied warranties of merchantability or fitness for a particular purpose. an essential purpose of the limited exclusive liabilities and remedies under the warranty is allocation of risks between inara and customer, which allocation of risks is reflected in the prices.
(b): In respect of any (embedded) software or other applications supplied to Customer, Customer shall not and shall not permit any third party to: (i) copy, reproduce, distribute, modify, adapt, alter, translate, or create derivative works therefrom; (ii) assign, sublicense, lease, rent, loan, transfer, disclose, or otherwise make available such software or other works; (iii) merge or incorporate such software with or into any other software; or (iv) reverse assemble, decompile, disassemble, or otherwise attempt to derive the source code or the algorithmic nature for such software, or to decode, de-crypt or neutralize any security measures in software or remove or circumvent the protection of software, without authorization from INARA except as explicitly allowed under applicable law; (v) perform any action with regard to software in a manner that would require the software, or any derivative work thereof, to be licensed under Open Source Terms, including but not limited to: (a) combining the software or a derivative work thereof with Open Source Software, by means of incorporation or linking or otherwise; or (b) using Open Source Software to create a derivative work of the software, where “Open Source Software” means any software that is licensed under open source license terms that require as a condition of use, modification or distribution of a work: (1) the making available of source code or other materials preferred for modification, or (2) the granting of permission for creating derivative works, or (3) the reproduction of certain notices or license terms in derivative works or accompanying documentation, or (4) the granting of a royalty-free license to any party under IPR regarding the work or any work that contains, is combined with, requires or otherwise is based on the work.
(c) Customer acknowledges that third parties may own IPR related to Products or Services. Customer shall reproduce, without any amendments or changes, any proprietary rights legends of INARA or its third party suppliers in any software or Documentation provided by INARA.
(d): INARA will be free to use in any way or form any ideas, suggestions, feedback or recommendations by Customer to INARA regarding Products or Services ("Feedback"), without payment of royalties or other consideration to Customer. INARA will own all IPR in Feedback. INARA is entitled to use output, deliverables and creations resulting from the performance of Services for its own publicity or for promotional purposes.
(b): In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give INARA full authority, at the option and cost of INARA, to settle or conduct the defense of such claim. Customer shall provide INARA with all assistance as INARA may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of INARA without the prior consent of INARA.
(c): Subject to the provisions of sections 11 and 12, INARA will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by INARA under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by INARA under the Agreement.
(d): Notwithstanding anything to the contrary provided in the Agreement, INARA will not be liable for, and the obligations of INARA set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by INARA may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e): With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify INARA against any award of damages for any such infringement and shall reimburse all costs incurred by INARA in defending any suit or proceeding for such infringement, provided that INARA gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f): In the event that INARA receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, INARA may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and INARA will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g): Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of INARA for infringement of third party IPR in connection with the supply of Products and/or Services.
(b): INARA will not under any circumstances be liable for any lost profits, lost savings, loss of data, loss of reputation, loss of goodwill, indirect, incidental, punitive, special or consequential damages, whether or not such damages are based on tort, warranty, contract or otherwise – even if INARA has been advised, or is aware, of the possibility of such damages.
(c): In order to be entitled to make a valid Claim, Customer shall notify INARA of any such Claim within thirty (30) days of the date of the event giving rise to the Claim, and any lawsuit relating to a Claim must be filed within one (1) year of the date of such notification. Claims that are not brought or filed in accordance with the preceding sentence will be null and void.
(d): The limitations and exclusions of liability will apply only to the extent permitted by applicable mandatory law.
(b): Customer shall impose all export control restrictions to any third party if the Products and/or Services are (re)exported or transferred to third parties. At the request of INARA and if required by applicable Export Regulations, Customer shall inform INARA on any (re)export or transfer of the Products in order to comply with Export Regulations and any other regulatory responsibilities governing the sale of the Products, including requirements on the traceability of Products that may apply to INARA. Customer shall not provide any statement or certification in support of restrictive trade practices or boycotts.
(b): INARA may delegate, assign, sell, novate or subcontract in part or in whole its obligations and rights (including receivables) under any Agreement to any of its affiliates or any third party without the prior consent of Customer – and if such consent would be required under applicable law, such consent is herewith provided –, in which event Customer shall cooperate with INARA’ efforts, including providing relevant information, executing documents and making payments to accounts or third parties as notified by INARA.
(b): Should INARA receive any indications about a breach of the obligation under (a) Customer shall cooperate and provide INARA with all information required to allow INARA to verify such indications, and if founded, section 18 will apply.
(b): Customer shall ensure that no hazardous materials are present at the site. If hazardous materials are present, Customer shall and shall procure that its employees, agents, contractors or subcontractors handle these properly and if applicable, arrange for the appropriate removal and disposal thereof at the expense of Customer. If, in the reasonable opinion of INARA, the health, safety, or security of Personnel or the site is, or may be, imperiled by security risks, terrorist acts or threats, the presence of or threat of exposure to hazardous materials, or unsafe working conditions, INARA may, in addition to other rights or remedies available to it, evacuate some or all Personnel from the site (with the reasonable assistance of Customer), suspend performance of all or any part of an Agreement, and/or remotely perform or supervise Services (if possible) with no further liability to Customer.
(c): Conditions at a site that differ materially from those disclosed by Customer, or previously unknown physical conditions at site that differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement, will be deemed a Variation.
(b): Customer shall indemnify, defend and hold harmless INARA and its affiliates, and their officers, directors, agents, employees, successors, and assigns from and against, all losses (including loss of profits or turnover), liabilities, costs (including legal costs and costs incurred in relation to unfinished products) and expenses arising out of or in connection with any of the following events: (i) a breach by Customer of any of the provisions or obligations of the Agreement or these Terms, or the occurrence of any of the other events set out in section 18(a); (ii) any claim by third parties for any loss, damage or injury or death caused or alleged to be caused by the negligent use, application, or installation of Products, or caused by any modification of Product or integration of Product into other products not authorized by INARA, by Customer or its contractors, agents, affiliates or customers to whom it sold Product; or (iii) non-compliance by Customer with section 7(b), in which event costs will include the full replacement costs of products, systems or other equipment.
(c): Upon (early) termination or expiration of an Agreement, (i) all rights and licenses granted to Customer under that Agreement will immediately cease; (ii) Customer shall return, delete (including from all hard disks and memory) or destroy (and a duly appointed officer shall certify to such destruction) all information disclosed under section 13, including software not embedded in Products, and all copies thereof; (iii) return to INARA, at the costs of Customer, any Products of which (legal) title has not passed to Customer (in accordance with section 7) and any other products, systems or equipment supplied and/or used by INARA in the performance of the Services; and (iv) all reasonable costs and expenses incurred by INARA (including a reasonable profit) for any activities related to work performed by INARA prior to such termination will be considered due, payable and non-refundable.
(d): In the event of a suspension that lasts for more than two (2) months, the provisions of section 18(c) (iv) will also be applicable to any activities related to work performed by or for INARA prior to such suspension.
(e): The rights of INARA pursuant to this section 18 will be in addition to any other rights and remedies INARA may have at law or in equity. In the event of termination of an Agreement, the terms and conditions destined to survive such termination or expiration will so survive. Termination will not affect the rights of the Parties accrued up to the date of termination.
(b): Nothing in this section 19 will be construed or interpreted as a limitation on either Party’s right under applicable law to seek injunctive or other equitable relief, to take any action to safeguard its possibility to have recourse on the other Party or to bring action or proceedings in relation to any failure to pay any amount as and when due.
(a): The invalidity or unenforceability of any provision of these Terms or an Agreement will not affect the validity or enforceability of any other provision thereof, all of which will remain in full force and effect. In the event of such finding of invalidity or unenforceability, the Parties shall endeavor to substitute the invalid or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. At reasonable notice, Customer shall assist INARA in verifying Customer's compliance with the Agreement.
(b): Any right of INARA set out in these Terms will be without prejudice to any rights or remedies INARA may have under the Agreement or at law or in equity. Customer acknowledges that Signify N.V. and any of its affiliates are intended to be third-party beneficiaries for purposes of all benefits under, and may enforce the provisions of the Agreement, including these Terms, where applicable. The failure or the delay of either Party to enforce any provision of these Terms or an Agreement will not constitute a waiver of such provision or a waiver to enforce it.
(c): The terms of an Agreement (including these Terms and any other terms and conditions forming part thereof) state the entire understanding and agreement between the Parties as to the sale of Products and performance of Services under that Agreement and will supersede any prior promises, agreements, representations, undertakings or implications whether made orally or in writing between INARA and Customer with respect to the subject thereof. The Parties expressly acknowledge that, in entering into an Agreement, no reliance has been placed on any representations which have not been incorporated as part of that Agreement. No variation to an Agreement will be binding upon either Party unless made in writing and signed by an authorized representative of each of the Parties.
(d): Prices and terms are subject to correction for typographical or clerical errors.