Clearwater Tech Terms and Conditions of Purchase and Sale

Terms of Access

Please review the Clearwater Technologies Inc. Website Terms of Access. All access to and use of this Website is governed by these terms. Entering into this Website indicates that you have reviewed the Website Terms of Access and have agreed to be bound by these terms.

DISCLAIMER

All information provided on this Website is subject to change without notice. While efforts have been made to make this Website helpful and accurate, due to the open nature of this Website, and the potential for errors in the storage and transmission of digital information, Clearwater Technologies, Inc. does not warrant the accuracy of information obtained from this Website.

ALL MATERIALS POSTED ON THIS SITE ARE "AS IS" AND WITHOUT WARRANTIES EXPRESS OR IMPLIED. CLEARWATER TECHNOLOGIES, INC. DISCLAIMS ALL WARRANTIES INCLUDING THE IMPLIED WARRANTY OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CLEARWATER TECHNOLOGIES, INC. DOES NOT WARRANT THAT FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLEARWATER TECHNOLOGIES, INC. DOES NOT WARRANT OR REPRESENT THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

ACCESS AND USE OF INFORMATION

Access to this Website is limited to viewing the linked Web pages solely for legitimate business purposes to access the information provided by Clearwater Technologies, Inc. at this Website. Any access or attempt to access other areas of the Clearwater Technologies, Inc. computer system or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this Website other than in connection with a legitimate business purpose.

USE OF PRODUCT AND TECHNICAL INFORMATION WARNING: FAILURE, IMPROPER SELECTION OR IMPROPER USE OF THE PRODUCT AND/OR SYSTEMS DESCRIBED ON THIS WEBSITE CAN CAUSE DEATH, PERSONAL INJURY AND PROPERTY DAMAGE.

The information contained on the Clearwater Technologies, Inc. Website includes product and/or systems options for further investigation by users having technical expertise. It is important that you analyze all aspects of your application and review the information concerning the product or system in the most current product catalog. Due to the variety of operating conditions and applications for these products or systems, the user, through his or her own analysis and testing, is solely responsible for making the final selection of the products and systems and assuring that all performance, safety and warning requirements of the application are met.

Clearwater Technologies, Inc.'s ability to keep product information accurate and up-to-date is limited by manufacturers and other industry sources' ability to provide product information. THEREFORE, CLEARWATER TECHNOLOGIES, INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED AS TO THE ACCURACY OF THE CATALOG DATA. The products described herein, including without limitation, product features, specifications, designs, availability and pricing, are subject to change at any time without notice.

CROSS REFERENCE INFORMATION

Product cross-reference comparisons do not imply that all products compared are available, or in the case of functional equivalency, that performance and other characteristics are perfectly comparable. For critical applications, review specifications prior to purchase.

TRADEMARKS

This Website contains many Clearwater Technologies, Inc. and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this Website including copyright, trademarks, trade secret and patent rights are reserved. Access to this Website does not constitute a right to copy or use any of the intellectual property of Clearwater Technologies, Inc. or its suppliers. Statutory notice contained herein represents trademark status in the United States.

HYPERTEXT LINKS

This site may be linked to other sites which are not maintained by Clearwater Technologies, Inc. Clearwater Technologies, Inc. is not responsible for the content of those sites. The inclusion of any link to such sites does not imply endorsement, sponsorship, or recommendation by Clearwater Technologies, Inc. of the sites. Clearwater Technologies, Inc. disclaims any liability for links: (i) from another Website to Clearwater Technologies, Inc. Websites; and (ii) to another Website from Clearwater Technologies, Inc. Websites. In order to link to Clearwater Technologies, Inc. Websites all users must comply with Linking Terms.

COPYRIGHT

All materials contained on this Site are subject to the ownership rights of Clearwater Technologies, Inc. and its supplier partners. Clearwater Technologies, Inc. hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring Clearwater Technologies, Inc. services or products. You agree that any copy made must include Clearwater Technologies, Inc. copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Site.

THE INFORMATION WE COLLECT

Clearwater Technologies, Inc. may collect various types of information from Site Visitors. Clearwater Technologies, Inc. will collect transactional information from companies that purchase products from our Site. The information collected may include shipping information and credit card number/expiration date. Clearwater Technologies, Inc.'s Web server also collects general data pertaining to every Site Visitor, including the IP address, the domain name, the Web page, the length of time spent on the Site, and the pages accessed while visiting the Site. This information is collected to, among other things, aggregate statistical information, facilitate system administration, and improve the content of the Site.

Clearwater Technologies, Inc. may also retain the content of the communications that are sent to Clearwater Technologies, Inc. customer service representatives. This information helps Clearwater Technologies, Inc. to improve/respond to Visitors' inquiries regarding the Site. Clearwater Technologies, Inc. will not release, disclose or sell your contact information to outside organizations or mailing lists. Credit card numbers are used only for payment processing and are never retained for marketing purposes.

SECURITY

Clearwater Technologies, Inc. places the utmost importance on protecting information transmitted via the Site and will take security precautions to protect all such information; however, Clearwater Technologies, Inc. cannot guarantee that any electronic commerce is totally secure. Clearwater Technologies, Inc. will take measures to secure and protect all customer-specific information from loss, misuse, and alteration.
 

Terms of Purchase

1. Clearwater Technologies, Inc. Conditions of Sale: Buyer's purchase order or quotation shall be subject only to the terms and conditions set forth herein, notwithstanding any terms and conditions that may be contained in any purchase order, acknowledgement or other form by Buyer. Such terms and conditions of Buyer shall not bind Clearwater Technologies, Inc. unless accepted by it in writing whether or not they materially alter this order. This order shall be governed in all respects by the laws of the State of Idaho. In the absence of a written agreement, an acceptance of any goods received by Buyer filling a purchase order to Clearwater Technologies, Inc. shall constitute an acceptance of these terms and conditions.

2. General Terms of Sale: Payment: Net 30 days, on approved credit. Clearwater Technologies, Inc. accepts payment by American Express, MasterCard or Visa. (Payment by credit card must be communicated at time of order placement; card will be charged at time of shipment for all items in stock at the time of order placement, and will be charged upon order placement for all special order or backordered items.) FOB: Shipping point. Minimum Order Value: $50; waived for credit card orders and orders placed electronically (at www.clrwtr.com or via EDI).

3. Quotation Expiration: All quotations are valid for 30 days from quotation date, unless otherwise specified.

4. Selling Price: The selling price on back orders, and as shown on Clearwater Technologies, Inc.'s website is subject to change without prior notification and will be priced in accordance with the price list in effect at the time of shipment.

5. Shipping Discrepancies: Errors in shipping quantity or damage to shipped products must be reported within ten (10) business days of receipt of product, or will not be acted upon.

6. Return for Credit or Exchange: All returns of non-defective material for credit or exchange (not due to a Seller error) must be authorized in advance and in writing, by the Seller.  Item(s) must be returned within 30 days of receipt.  Item(s) must be current revision, unused, in original unopened packaging and in sellable condition.  Return of such items is subject to a minimum return processing fee of 25% of the extended sales price; minimum fee is $50.  Non-standard, modified, “special order”, “special value” or “promotional” items and fabricated assemblies, are non-cancelable and non-returnable.  Requests for return of non-defective material for credit or exchange resulting from a seller error (i.e., mis-shipment of material or quantity) shall be handled at no charge to Buyer.  No credit will be issued for defective items unless the manufacturer deems the items to be a seller, manufacturer or factory error.  All RMA’s (Return Material Authorization) expire thirty (30) days after authorization notification and shall not be renewed.

7. Delivery: Clearwater Technologies, Inc. shall not be liable for any delays in or failure of delivery due to acts of God or public authority, labor disturbances, accidents, fires, floods, extreme weather conditions, failure of and delays by carriers, shortages of material, delays of suppliers, or any other cause beyond Clearwater Technologies, Inc.’s control. In no event shall Clearwater Technologies, Inc. be liable for consequential or special damages arising out of a delay in or failure of delivery. Buyer’s requested delivery date or schedule shall be approximate and subject to Clearwater Technologies, Inc.’s acceptance.

8. Warranty: Clearwater Technologies, Inc. provides no warranty with respect to the goods sold hereunder. Clearwater Technologies, Inc. agrees to use its best efforts to assist Buyer in enforcing any warranty provided by the Manufacturer(s) of the goods. The repair or replacement of defective products under warranty is at the sole discretion of the manufacturer; Clearwater Technologies, Inc. does not replace returned defective products with new products. In no event shall Clearwater Technologies, Inc. or Clearwater Technologies, Inc.'s supplier(s) be liable for consequential or special damages arising out of a defect in material or workmanship.

9. Nuclear Indemnity: If the goods are to be used in any nuclear installation or activity, the Buyer or the ultimate user (i) shall secure and maintain the maximum nuclear property damage liability insurance protection available (ii) shall enter into and maintain a government indemnity agreement, and (iii) shall waive and require its insurers to waive all rights of recovery or subrogation against Clearwater Technologies, Inc. and shall indemnify and hold Clearwater Technologies, Inc. harmless from and against any claims, losses or damages (including consequential or special damages of any kind) arising out of a Nuclear Incident as that term is defined in the Atomic Energy Act of 1954, as amended.

10. Taxes: Any sales, use, excise or similar tax payable by Clearwater Technologies, Inc. which is or may be imposed by any taxing authority upon the sale or delivery of goods covered by this order, or any increase in rate of any such tax not in force, shall be added to the sales price; if not collected at the time of payment of sales price, Buyer will hold Clearwater Technologies, Inc. harmless.

11. Attorneys’ Fee: In the event that default should occur in the payment for the goods sold hereunder, Buyer agrees to pay Clearwater Technologies, Inc.’s reasonable attorneys’ fees and court costs incurred by Clearwater Technologies, Inc. to enforce payment thereof.

12. Finance Charge: 1 ½% monthly (18% per annum) on past due accounts.
 

Terms and Conditions Relating to Software and Documentation


Seller has developed, and is the sole owner of all right, title, and interest in and to, proprietary product designs and associated documentation, prints, user manuals, data, specifications, and drawings (collectively, “Documents”), as well as software, as well as

1. Drawings:  Seller’s documentation, prints, user manuals, data, specifications, and drawings (collectively, “Documents”), including, without limitation, the underlying technology, furnished by Seller to Buyer in any media in connection with the Agreement are the property of Seller and Seller retains all rights, including, without limitation, exclusive rights of use, licensing and sale, and Buyer may not disclose or otherwise use the Documents without Seller’s express prior written consent.  Notwithstanding the foregoing, if Buyer is not in default of this Agreement, Seller hereby grants Buyer a non-exclusive, non-transferable, non-sublicensable, royalty-free  license to the Documents solely in connection with its use of the System.   All of Buyer’s rights hereunder shall terminate immediately upon Buyer being in breach, or otherwise termination of the Purchase Agreement, and Buyer shall be required, at Seller’s direction, to return or destroy any Documents licensed hereunder.

2. Software: Seller’s programs, algorithms, and data (collectively, “Software”), as installed on System supplied by Buyer or furnished by Seller to Buyer in any media in connection with the Agreement are the property of Seller and Seller retains all rights, including, without limitation, exclusive rights of use, licensing and sale, and Buyer may not disclose or otherwise use the Software without Seller’s express prior written consent.  Buyer shall not copy, reproduce, edit, modify, enhance, adapt, translate, transmit or prepare derivative works from the Software.  Notwithstanding the foregoing, if Buyer is not in default of this Agreement, Seller hereby grants Buyer a non-exclusive, non-transferable, non-sublicensable, royalty-free license to the Software solely in connection with its use of the System.  All of Buyer’s rights hereunder shall terminate immediately upon Buyer being in breach, or otherwise termination of the Purchase Agreement, and Buyer shall be required, at Seller’s direction, to return or destroy any Software licensed hereunder.

3. Confidential Information:  Any and all information concerning the System or the transaction covered hereunder which Seller discloses to Buyer, or which Buyer otherwise obtains knowledge of hereunder, shall be deemed to be “Confidential Information”, remain the exclusive property of Seller, not be used for any other purpose other than that which it has been provided, and not be made available to third parties without Seller’s express written consent.  Confidential Information shall also expressly include training materials, product information, technical documents, and computer data files and programs.  In regard to the Confidential Information set forth in the prior sentence, it shall also (a) not be copied, filmed, audio- or video-taped (additional copies may be purchased from Seller), and Buyer hereby agrees to implement appropriate security measures to protect this Confidential Information from unauthorized use, access or disclosure.  Upon termination of this Agreement or its breach by Buyer, Seller may terminate Buyer’s right to use the Confidential Information and require the destruction of, or secure the return of the Confidential Information and other materials (including translations) embodying the Confidential Information in any tangible form, including any copies, authorized or otherwise, thereof.

Any information, suggestions or ideas transmitted by Buyer to Seller in connection with performance hereunder are not to be regarded as proprietary or confidential unless expressly provided in writing and signed by Seller.