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Condiciones de uso

Dyno Nobel的标准销售条款和条件(“条款”)专门适用于本发票所涵盖的产品和服务供应的所有交易. A copy of the applicable terms and conditions is found at 0q4.foundationsprogramme.com/terms-and-conditions and hereby incorporated by reference and made a part of this invoice. Any and all other terms and conditions purporting to govern this transaction, whether written or oral, including those contained on any purchase order, but excluding any written agreement to the contrary signed by both parties, are hereby expressly rejected. Buyer agrees that by accepting products or services hereunder from Dyno Nobel that these Terms apply to the exclusion of all others.

Terms & Conditions Americas, Excluding Canada

Terms & Conditions Canada

Terms & Conditions Americas, Excluding Canada

Acceptance by the Buyer of each delivery shall constitute a separate contract with respect to the amount thereof. All amounts payable hereunder shall be paid in cash, or in negotiable paper collectible at its face value in United States funds at location indicated on Seller’s invoice, without deduction of exchange fluctuations, customs or other charges which are imposed upon the transaction by or on behalf of or at the instigation of Buyer’s government or its agencies. In the event Seller is forced to initiate legal action to recover any sums due here under, Buyers shall be responsible for Seller’s reasonable attorneys fees.
Unless provided otherwise, Buyer shall pay the amount of any tax or other charge now or hereafter imposed by law, upon, with respect to or measured by the sale, shipment, use or price of any material sold hereunder.
In the event the Buyer requests Seller to accept merchandise returns in lieu of payment therefore, Buyer shall, upon approval of Seller, return merchandise to such location as Seller designates, freight prepaid, and agrees to pay current restocking charges.
In the event the Buyer fails to fulfill the terms of payment or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security.
Seller warrants that the materials sold hereunder shall be of Seller’s standard quality, but Buyer assumes all risk and liability whatsoever resulting from the possession, use or disposition of such materials, whether used singly or in combination with other substances. Liability of the Seller to Buyer, if any hereunder, for breach of contract, negligence or otherwise, shall in no event exceed in amount the purchase price of the materials sold with respect to which any damages are claimed. 在任何货物到达目的地后三十(30)天内(但在任何情况下都不迟于货物离开卖方工厂后九十(90)天)，应在材料使用后和使用前及时对材料进行检查和测试, Seller shall be notified in writing or by cable in case materials are found defective or short in any respect. Failure to so notify Seller shall constitute a waiver of all claims with respect to the materials, and in any event the use of the materials shall be deemed to mean that the Seller has satisfactorily performed. Seller’s specifications are subject to change without notice. SELLER’S WARRANTY OF STANDARD QUALITY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OR USE OF THE MATERIALS SOLD HEREUNDER, AND THERE ARE NO AGREEMENTS OR WARRANTIES, EITHER ORAL OR WRITTEN, COLLATERAL TO OR AFFECTING THIS AGREEMENT. In no event shall Seller be liable for consequential damages or lost profits.
Seller shall not be liable for any failure to deliver or for any delay in delivery, and Buyer shall not be liable for any failure to request delivery or for any delay in requesting delivery, when any such failure or delay shall be caused (directly or indirectly) by fires, floods, accidents, explosions, equipment or machinery breakdown, sabotage, strikes or other labor disturbances, civil commotions, riots, invasions, wars, acts, restraints, requisitions, regulations or directions of Government, voluntary or mandatory compliance by Buyer or Seller with any request of the United States Government for purposes of national defense, inability to obtain or delays of transportation facilities, any act of God, or any cause (whether similar or dissimilar to the foregoing) beyond the reasonable control of Buyer or Seller. If by reason of any such causes the Seller’s supply of any such materials shall be limited, 卖方应有专有权(无责任)满足其自身的需求，然后按照卖方确定的方式在其所有客户之间分配剩余的可用供应. If any such disability shall continue for more than thirty (30) days, 任何一方均可在本协议有效期内的任何时间以书面形式通知另一方，取消(不承担责任)在该等失效期间未交付的数量.
Each domestic rail shipment shall be inspected at the time of delivery by the carrier; in the event of loss or damage, a statement describing the loss or damage shall be secured from the carrier’s agent. 无论卖方是否支付全部或任何部分运费，本合同项下出售的所有材料的所有权和损失风险在卖方在装运地点交付给普通承运人时转移给买方. If Seller provides delivery via its own transportation, title and risk of loss shall pass
upon unloading of material at destination.
If any law shall fix a maximum price for any material covered by this Agreement below the then current price hereunder, Seller, without liability, may, upon written notice, terminate this Agreement with respect to further shipments of the material affected.
Returnable containers shall be returned by Buyer within 3 months from date of shipment. Title to all such containers shall remain in Seller or Seller’s supplier if material is not manufactured by Seller. Buyer, in accordance with Seller’s container schedule, shall make a deposit for each returnable container, and the amount of such deposit shall be paid by Buyer at the time of payment of the invoice for the material shipped in the container. Each deposit shall be refunded by Seller to Buyer promptly after the container is returned, provided the container is in good condition and has been used only for the storage and delivery of the material sold hereunder.
With respect to U.S. sales, seller certifies that the material sold is produced in compliance with the Fair Labor Standards Act of 1938, as amended, and that the prices charged are not in excess of maximum prices permitted by law.
Upon request, the Seller will furnish such technical advice or assistance as it deems appropriate in reference to the use of its products by Buyer; it is expressly understood, however, 所有这些技术建议或帮助都是无偿提供的，卖方对所提供的建议或帮助或获得的结果不承担任何义务或责任. Dyno Nobel Inc. TERMS AND CONDITIONSRevised: February 2006 Page 2 of 2
On export orders Seller reserves the right to claim any drawback that may apply to this order, and Buyer shall supply Seller with a certified copy of the onboard bill of lading as evidence of exportation from the United States. Unless otherwise expressly provided on the reverse side, if material is sold in CIF terms, 如果可以获得美国海上保险协会和/或美国货物战争险再保险交易所规定的战争险保险，卖方应投保, and the entire amount of the premium shall be included in the CIP price set out on the reverse side. Any increase in War Risk Insurance rate over that included in the CIP price shall be charged to Buyer at Seller’s option. In addition, any charge in ocean freight from that included in the CIP or C&F price shall be for Buyer’s account at Seller’s option.
如果在任何时候出现阻碍或限制本订单所涵盖的国家和/或地区与美利坚合众国之间的货币或货物自由交换的任何情况, then deliveries hereunder may be suspended during the continuance of any such condition, or this order may be forthwith terminated by either party.
If this document covers a free sample, this clause applies in lieu of Seller’s warranty of standard quality. 所有免费样品均“按原样”提供，接收方同意承担因处理或使用样品而造成的人身或财产伤害或损害的所有风险和责任. By accepting the sample, 接收方同意，在他首先确定该材料是可销售的，适合购买该材料的特定目的，并且拟议的用途符合所有适用法律的要求之前，他将不会购买该材料用于商业用途.
Seller’s or Buyer’s waiver of any breach or failure to enforce any of the terms or conditions of this contract shall not in any way affect, limit or waive such party’s right at any future time to enforce strict compliance with every term and condition hereof.
If this order contains a notation that it is placed under a U.S. Government contract or subcontract, then there are also incorporated herein such current Government contract provisions as are required by reason of statute and Executive Order.
Sale of goods made subject to the terms and conditions above. Interest shall be charged on past due accounts at the rate of 1½% per month or allowable rate.
Seller reserves the right to adjust prices if its costs increase materially, such as due to a new or amended law or regulation that results in an increase in the cost of providing services or products.

Terms & Conditions Canada

DEFINITIONS, PROPOSAL, AND PURCHASE ORDER
1. Definitions. “Dyno Nobel Group” means Dyno Nobel Canada Inc. (“Dyno Nobel”), Dyno Nobel Affiliates, subcontractors or vendors of any tier, and shareholders, officers, directors, employees, temporary workers (including agency personnel), agents, joint venturers, consultants and insurers of foregoing. “Affiliate” means any legal entity which controls, is controlled by, or is under common control with, another legal entity. 如果一个实体直接或间接拥有50%或以上的表决权权益，并有能力选举多数董事或管理机构，或以其他方式指导其他实体的事务或管理，则该实体被视为“控制”另一个实体. “Buyer” means Dyno Nobel’s customer, whether a buyer, consignee, lessee or licensee. “Parties” mean Dyno Nobel and Buyer. “Work” means Products, and Services supplied in the Order.
2. Proposal Validity. Unless otherwise stated, all Dyno Nobel proposals are valid and may be accepted by Buyer for 60 days from the date proposal is issued by Dyno Nobel. 买方在此期间之后尝试接受该提议并不会对Dyno Nobel产生任何义务，除非随后被Dyno Nobel以书面形式接受. “Order” means a Buyer purchase order or other contract form (“Purchase Order”) accepted by Dyno Nobel in writing.
3. Terms and Conditions. All Dyno Nobel proposals are conditioned upon Buyer acceptance of these terms and conditions (including all Exhibits, this “Agreement”), unless otherwise expressly agreed in writing by Dyno Nobel and Buyer. Any Buyer terms and conditions on the Purchase Order are deemed excluded. Dyno Nobel acknowledgment of receipt of a Purchase Order does not constitute acceptance by Dyno Nobel. Dyno Nobel acceptance of a Purchase Order is subject exclusively to Buyer’s acceptance of this Agreement.
4. Purchase Order Requirements. Purchase Orders must be in writing and specify: (a) Purchase Order number; (b) Dyno Nobel proposal number; and (c) that the Purchase Order is governed exclusively by the terms and conditions of the Dyno Nobel proposal and this Agreement.
DELIVERY Delivery terms of the tangible items, including explosives, accessories, chemicals, hardware, parts and components, provided by Dyno Nobel in the Order (“Product”) are provided, unless otherwise agreed to in writing by the Parties, Free On Board (F.O.B.), to the agreed upon Buyer site from the nearest or most convenient Dyno Nobel facility as determined by Dyno Nobel (“Facility”). Dyno Nobel will schedule delivery in accordance with its standard lead time unless the Order states a later delivery date. Title to Product will pass to Buyer and delivery will occur when Dyno Nobel places Product at the disposal of Buyer. Dyno Nobel reserves the right to quote additional charges for any special routing, packing, labelling, storage, handling or insurance requested by Buyer.
PAYMENT Payment is due 30 calendar days from date of invoice. Payment must be made in Canadian currency unless agreed otherwise in writing. If Buyer is delinquent in payment to Dyno Nobel, Dyno Nobel may immediately stop shipment of Product and provision of services under the Order (“Services”), and future shipments and Services until all delinquent amounts and late interest are paid. Additionally, Dyno Nobel may at its option: (a) repossess Products for which payment has not been made; (b) charge interest on delinquent amounts at the lower of 1.5% per month or partial month (18% per year) during which amount was due, or the highest rate allowed by law, from due date to payment date; (c) recover all costs of collection, including without limitation reasonable attorneys’ fees; or (d) combine any of the above rights and remedies under applicable law. These remedies are in addition to those available at law or equity. Dyno Nobel may re-evaluate Buyer’s credit standing at all times, and modify or withdraw credit. Buyer may not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from any member of Dyno Nobel Group.
TAXES
1. Exclusion. Dyno Nobel pricing excludes all taxes, duties and charges, regardless of when imposed, levied, collected, withheld or assessed. If Dyno Nobel must impose, levy, collect, withhold or assess any taxes, duties or charges on any transaction as to the Order, then in addition to the purchase price, Dyno Nobel will invoice Buyer for those taxes, duties, 除非在买方下采购订单时，买方向Dyno Nobel提供免税证明或其他足以证明免税的文件, duties or charges.
2. Withholding. If any taxes must be withheld by Buyer from amounts paid or payable to Dyno Nobel, (a) the amount Dyno Nobel is entitled to receive net of taxes withheld will equal the amount Dyno Nobel would have received had no taxes been withheld, (b)买方将根据适用法律代扣代缴所需税款，并代表Dyno Nobel向相关税务机关支付这些税款, and (c) Buyer will forward to Dyno Nobel within 60 days of payment proof of the withholding sufficient to establish the withholding amount and recipient. In no event is Dyno Nobel liable for taxes paid or payable by Buyer.
FORCE MAJEURE AND BUYER CAUSED DELAY
1. Force Majeure. Except for payment obligations, neither Party will be liable to the other for any failure to meet its obligations due to any Force Majeure event. If the inability to perform continues for longer than 90 days, 任何一方均可通过向另一方发出书面通知的方式终止订单和本协议，买方将向Dyno Nobel支付终止前交付的产品和提供的服务的费用. 不可抗力是指超出不良方合理控制范围的事件，可能包括但不限于:(a)延迟或拒绝颁发出口许可证，或暂停或撤销出口许可证, (b) any other acts of any government that would limit a Party’s ability to perform the Order or this Agreement, (c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God, (d) quarantines or regional medical crises, (e) labor strikes or lockouts, (f) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), and (g) shortages or inability to obtain materials or components. If a Force Majeure event causes a delay, 则履约日期将按不履约方实际延误的时间或双方书面同意的任何其他时间顺延.
2. Buyer Delays. Dyno Nobel is not liable for any project delays or increased costs caused by delays in obtaining products, or services from Buyer-designated supplier or Buyer’s failure to timely provide information required for the Work. If Buyer-caused delay occurs, and the delay is not Force Majeure related, then the price and other affected terms will be adjusted to reflect increased cost, delay and other adverse impact suffered by Dyno Nobel. If delivery of Products, Services, manuals, or other information necessary for performance of the Work is delayed due to conduct of Buyer or Buyer-designated supplier, then Dyno Nobel may store Products at Buyer risk and expense and may charge Buyer for the delay.
ACCEPTANCE Unless other acceptance criteria have been agreed in the Order, Buyer must inspect Products within 30 days of delivery. If Buyer does not provide Dyno Nobel with a written notice of rejection explaining the basis for rejection within the 30-day period, then the Products are deemed accepted. Buyer will give Dyno Nobel a reasonable opportunity to repair or replace properly rejected Products. Dyno Nobel承担的运费金额不超过Dyno Nobel指定设施的正常水运费用，用于退回适当拒绝的产品. Following initial delivery, the shipping Party will bear the risk of loss or damage to Products in transit. If Dyno Nobel reasonably determines that rejection was improper, Buyer must reimburse Dyno Nobel for all expenses incurred by Dyno Nobel as a result.
GOVERNMENT CONTRACT If the Proposal or Order is subject to or placed under a valid federal or provincial government contract or subcontract (“Government Contract”), then the relevant current Government Contract provisions as are required by reason of applicable laws and regulations are incorporated herein.
WARRANTIES
1. Product. Dyno Nobel warrants that at time of shipment to Buyer, Products will materially comply with applicable Dyno Nobel specifications and will be free from material defects in workmanship and material. This warranty runs to Buyer, its successors, and permitted assigns, and customers. This warranty is valid for thirty (30) days from date of delivery, but in no event shall validity of this warranty exceed ninety (90) days from date of shipment from Dyno Nobel Facility. This warranty is conditioned on Buyer paying the full purchase price for the Products and Services. a. Buyer must notify Dyno Nobel in writing during the warranty period of: (1) any failure of a Product to materially comply with the applicable Dyno Nobel specifications; and (2) any material defects in workmanship or material of the Product (collectively “Nonconformance”). Normal wear and tear, consumable items and the need for regular overhaul and periodic maintenance do not constitute Nonconformance. Buyer must return the Product to Dyno Nobel’s designated facility within 30 calendar days of discovery of the Nonconformance. b. Dyno Nobel’s obligation and Buyer’s sole remedy under this warranty with respect to any Nonconformance is repair or replacement of the Product, at the option of Dyno Nobel. All Products repaired or replaced are warranted only for the remainder of the original warranty period. c. Dyno Nobel承担不合格产品的往返运输费用，直至到达Dyno Nobel最近的产品保修维修设施的正常水运费用. The shipping Party will bear the risk of loss or damage to Products in transit. If Dyno Nobel reasonably determines after analysis that a Nonconformance does not exist, then Buyer must pay all expenses incurred by Dyno Nobel related to the improper return including, without limitation, analysis and shipping charges.
2. Services. Dyno Nobel warrants that Services will comply with the requirements stated in the Order. This warranty is valid for 30 days from date Services are performed. Dyno Nobel’s obligation and Buyer’s sole remedy under this warranty is to correct or re-perform defective Services, at Dyno Nobel’s election, if Buyer notifies Dyno Nobel of defective Services within the warranty period. All Services corrected or re-performed are warranted only for remainder of the original warranty period.
3. Exclusion from Coverage. Dyno Nobel is not liable under these warranties if the Product or Service has been exposed or subjected to any: a. maintenance, repair, installation, handling, packaging, transportation, storage, operation or use which is improper or otherwise not in compliance with Dyno Nobel’s instructions; b. alteration, modification or repair by a third party not specifically authorized by Dyno Nobel; c. accident, contamination, foreign object damage, abuse, or negligence after shipment or performance; d. damage caused by failure of any item or service not supplied by Dyno Nobel as part of the Order; or e. use of counterfeit or replacement parts that are neither manufactured nor approved by Dyno Nobel for use in Dyno Nobel manufactured Products.
4. Records. 除非买方保留的记录准确地记录了产品或服务的保修范围要求，否则Dyno Nobel在这些保证下没有义务. Upon Dyno Nobel request, Buyer must give Dyno Nobel access to these records for substantiating warranty claims.
5. Exclusivity. These warranties are exclusive and in lieu of all other warranties, whether written, express, implied, statutory or otherwise, including without limitation, implied warranties of quality, merchantability and fitness for particular purpose. No warranty extension will be binding on Dyno Nobel unless signed by an authorized Dyno Nobel representative.
LIMITATION OF LIABILITY Dyno Nobel Group不承担因违反Dyno Nobel Group在本协议项下的任何义务或保证而产生的任何后续损失，买方在此免除并解除Dyno Nobel Group的责任. Consequential Loss shall mean for the purpose of this Section 9 any and all indirect or consequential loss howsoever caused or arising, including but not limited to (i) loss or damage arising out of any delay, postponement, interruption or loss of production, any inability to produce, deliver or process any product or substance or any loss of or anticipated loss of use, profit, or revenue; (ii) loss or damage incurred or liquidated or pre-estimated damages of any kind whatsoever borne or payable, under any contract for the sale, exchange, transportation, processing, storage or other disposal of any product or substance; (iii) losses associated with business interruption including the cost of overheads incurred during business interruption; (iv) loss of bargain, contract, expectation or opportunity; (v) loss of goodwill or business reputation; and (vi) any other loss or anticipated loss or damage whatsoever in the nature of or consequential upon any of the foregoing. This limitation of liability shall apply even if the express warranty set out in Section 8 shall fail of its essential purpose. The liability of Dyno Nobel Group for any breach of obligation or warranty shall be limited to the direct cost to remedy such breach, and in any event the total liability of the Dyno Nobel Group for any breach of obligation or warranty shall not exceed 25% of initial price.
INVENTIONS AND INTELLECTUAL PROPERTY Any inventions, discoveries, innovations, documents, materials, 由Dyno Nobel Group的任何成员构思或开发的与本作品相关的信息和可交付成果(无论是否具有版权或专利)是Dyno Nobel的唯一财产，不得复制, reproduced or otherwise used by Buyer or its Affiliates except as permitted in the Order or in writing by Dyno Nobel. At the request and expense of Dyno Nobel, Buyer will execute the documents and take any other steps as Dyno Nobel deems necessary or appropriate to obtain, vest, confirm or record ownership of all right, title and interest in the foregoing in the name of Dyno Nobel or its Affiliate, including without limitation patent, trademark and copyright ownership. If Buyer fails to execute the documents or take any other steps deemed necessary by Dyno Nobel in a timely manner, 则买方不可撤销地指定Dyno Nobel为其代理，并且Dyno Nobel有权以买方的名义签署并采取必要的文件和步骤，以使本第10条完全生效. Nothing in this Agreement will be construed to restrict, impair or deprive Dyno Nobel of any of its right, title or proprietary interest in Intellectual Property, technology, know-how or products which existed prior to and independent of the performance of the Order.
CONFIDENTIAL AND PROPRIETARY INFORMATION AND PUBLICITY
1. Confidentiality. Receiving Party must hold confidential until 5 years after completion of the Work or termination of the Order, all technical information, technical data or know-how in whatever form, including without limitation: (a) documented information, machine readable or interpreted information, information contained in physical components, mask works and artwork, clearly identified as “confidential” or “proprietary”; (b) business-related information including pricing, manufacturing or marketing information; (c) terms and conditions of any proposal or agreement between the Parties or their Affiliates; (d) either Party’s or its Affiliate’s business policies or practices; and (e) third-party information disclosed to receiving Party (collectively, “Confidential Information”). Receiving Party must not disclose or use Confidential Information, except as permitted in this Agreement. Receiving Party must protect Confidential Information using the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Neither Party will be liable for inadvertent disclosure nor use, if on discovery of the inadvertent disclosure or use, receiving Party notifies disclosing Party immediately, and endeavors to prevent further disclosure or use.
2. Exclusions. Receiving Party has no duty to protect information that is: a. developed by receiving Party independently of and without reference to disclosing Party’s Confidential Information; b. rightfully obtained without restriction by receiving Party from a third party who had no obligation of confidentiality, either directly or indirectly with respect to the information; c. publicly available other than through negligence of receiving Party; d. released without restriction by disclosing Party; e. known to receiving Party at time of disclosure, without an existing duty to protect information; or f. disclosed by receiving Party with prior written approval of disclosing Party. The Receiving Party may disclose Confidential Information required to be disclosed as a matter of law, provided the Receiving Party notifies disclosing Party and, upon the disclosing Party’s request, agrees to cooperate in all reasonable respects to contest the disclosure or obtain a protective order or other remedy.
3. Disclosure to Personnel. Receiving Party may disclose Confidential Information only to its employees and temporary workers including agency personnel) having a “need to know”. 接收方必须确保每位员工或临时工都知悉本协议，并已签署合同，使员工或临时工承担不低于本协议规定的保密义务. If authorized in writing by disclosing Party, receiving Party may disclose Confidential Information to a third party if: a. receiving Party requires third party to sign a confidentiality agreement with terms and conditions no less stringent than those imposed under this Agreement; and b. the signed agreement is delivered to disclosing Party prior to disclosure of any Confidential Information; and, c. 如果第三方违反本协议或第三方签署的保密协议进行任何披露，接收方仍对披露方负责.
4. Confidential Use Restriction. Dyno Nobel may use Confidential Information of Buyer only to perform Work for Buyer. Buyer may not use or disclose Dyno Nobel Confidential Information for any purpose other than purchase or use of Products, or Services.
5. Return of Information. Upon written request of disclosing Party, receiving Party must return, destroy or delete from its system disclosed Confidential Information and all copies, as directed by disclosing Party; and provide a written certificate of disposition to disclosing Party.
6. Copies. Dyno Nobel may make a limited number of copies of Buyer Confidential Information as necessary to perform the Work. All copies made must reproduce any restrictive legends of the original.
7. Public Announcement. Neither Party may issue any public announcement on subject matter of the Order without prior written approval of other Party, which approval may not be unreasonably withheld. 任何一方均可根据法律或对其或其关联公司的公开交易证券具有管辖权的监管机构的要求，善意地发布任何公开披露.
8. Ownership. Each Party retains ownership of its Confidential Information and all of its copyrights, trademarks, trade secrets, patents, know-how, mask works and other Intellectual Property rights recognized in any jurisdiction worldwide, including all applications and registrations (collectively “Proprietary Information”). Unless otherwise stated, no right or license is granted to either Party or its customers, employees, temporary workers or agents, expressly or by implication, with respect to Proprietary Information or any patent, patent application or other proprietary right of other Party, even in the event of termination of the confidentiality and use restrictions in this Ownership clause.
EXPORT AND COMPLIANCE
1. Responsibility. Buyer is responsible for compliance with all import and export control laws and regulations. Buyer must obtain at its sole cost and expense all import and re-export approvals and licenses required for Products, Services, transfers and technical data delivered and will retain documentation evidencing compliance with those laws and regulations. If Buyer designates the freight forwarder for export shipments from Canada, 则买方的货运代理将代表买方出口，买方将对其货运代理未能遵守所有适用的出口要求负责. Dyno Nobel will provide Buyer’s designated freight forwarder with required commodity information.
2. Disclaimer. Dyno Nobel is not liable for any failure to provide Products, Services, transfers or technical data as a result of government actions that impact Dyno Nobel’s ability to perform, including: (a) failure to provide or cancellation of export or re-export licenses, (b) any subsequent interpretation of applicable import, transfer, export or re-export law or regulation after effective date of the Order, or (c) delays due to Buyer failure to follow applicable import, export, transfer, or re-export laws and regulations.
3. Prohibited Uses. Buyer may not sell, transfer, export or re-export any Dyno Nobel Products, Services, or technical data for use in activities that involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Dyno Nobel Products, Services, or technical data in any facility that engages in activities relating to weapons or missiles. In addition, Dyno Nobel Products, Services, or technical data may not be used in connection with any activity involving nuclear fission or fusion, or any use or handling of any nuclear material. Dyno Nobel may approve the uses restricted in this Export Compliance clause if Buyer, at Buyer expense, provides Dyno Nobel with insurance coverage, indemnities, and waivers of liability, recourse and subrogation acceptable to Dyno Nobel.
4. Compliance with Laws. In addition to the foregoing, 买方承认并承认产品中含有受加拿大和各省特定法律法规管辖的爆炸物和爆炸物附件，买方承诺并同意运输, use, and store the Products only in strict compliance with those laws and regulations. Buyer must defend, indemnify and hold Dyno Nobel Group harmless from any costs, damages or liabilities (including attorneys’ fees and related costs) arising from Buyer’s failure to comply with those laws and regulations.
CHANGE ORDERS AND PRODUCT CHANGES
1. Change Order. Buyer may issue a written change order to request changes within the scope of the Order, subject to acceptance by Dyno Nobel. Dyno Nobel will inform Buyer if the change will cause an increase in Dyno Nobel costs or time required to perform. The change will be effective and Dyno Nobel may begin Work, upon signature of a change order by authorized representatives of both Parties. Dyno Nobel may charge Buyer for the costs of any Work for the change even if performed prior to signature of the change order. The change order must include at minimum: (a) description of each change and cost; (b) related Order number; (c) effective date; (d) Dyno Nobel and Buyer entity name and address; (e) reference to Order section affected; (f) any revised project milestones; and (g) signature of Buyer, or agent or representative.
2. Product Changes. Dyno Nobel may make changes to Products that do not alter the form, fit, or function of the Products delivered to Buyer.
TERMINATION Either Party may terminate this Agreement and unperformed Order by giving written notice to the other Party on the following events: a. material breach of this Agreement or the Order and failure to remedy breach within 60 calendar days after receipt of written notice specifying the grounds of the breach; b. failure of other Party to make any payment required under the Order when due, and failure to remedy the breach within 30 calendar days after receipt of written notice of non-payment; or, c. insolvency or suspension of other Party’s operations or any petition filed or proceeding made by or against other Party under any provincial, state, federal or other applicable law relating to bankruptcy, arrangement, reorganization, receivership or assignment for benefit of creditors or other similar proceedings.
SERVICES PERFORMED AT BUYER SITE
1. Work on Live Systems. If performance of an Order requires that Dyno Nobel or subcontractor personnel perform Services on Buyer equipment, products, or systems while on-line or operating in a live process, Buyer must defend, indemnify and hold Dyno Nobel Group harmless from any costs, 因所提供的服务而导致的人员伤亡或(买方或第三方)财产损坏或损失所引起的损害或责任(包括律师费及相关费用), including without limitation hot cutover work as defined in the proposal or Order.
2. Employee Access. If Services are to be performed at a Buyer site located outside Canada, Buyer will assist Dyno Nobel in obtaining all applicable permits, visas or other governmental approvals necessary for Dyno Nobel to perform the Services.
3. Plant and Facility Drawings. Prior to starting Services, Buyer must supply Dyno Nobel with current drawings of the facility or plant where Dyno Nobel will perform any Services at Buyer site. Buyer warrants that all drawings will accurately reflect the current design, layout and equipment in the facility or plant, including any pending changes, at the time the Services are performed.
4. Hazard-Free Environment. Buyer will provide a hazard-free environment for performance of the Services. 如果Dyno Nobel自行决定服务的执行可能危及Dyno Nobel或分包商人员的安全，则Dyno Nobel不得在买方现场执行服务. Injury or death to persons or damage to or loss of property due to hazardous environmental conditions is the sole responsibility of Buyer. Buyer must defend, indemnify and hold Dyno Nobel Group harmless from any liabilities (including attorneys’ fees and related costs) arising from hazardous environmental conditions. These conditions include without limitation, presence of hazardous substances, mold, asbestos, lead, mercury, corrosive atmospheres, electrical spikes, noise, severe ambient temperature changes, or the proximity of exposed equipment, structures or itinerant machines at Buyer site or immediate vicinity. If Dyno Nobel discovers any unsafe conditions at Buyer site, Dyno Nobel may at its sole discretion suspend Services until corrected by Buyer. Buyer must investigate and correct any unsafe conditions reported by Dyno Nobel. All costs incurred by Dyno Nobel as a result of any suspension must be paid by Buyer.
SEVERABILITY If any provision of this Agreement or the Order is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected and, in lieu of an illegal, invalid, or unenforceable provision, there are deemed added provisions as similar in terms as may be legal, valid and enforceable under applicable law.
WAIVER 任何一方在任何时候未能执行本协议或订单的任何条款，不得被解释为继续放弃本协议或订单的任何条款. Nor will any failure to enforce prejudice the right of the Party to take any action in the future to enforce any provisions of the Agreement or Order.
SUCCESSORS This Agreement and all rights, entitlements, duties and obligations arising from it shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns
DISPUTE RESOLUTION AND CHOICE OF LAW
1. Executives. Before either Party may initiate any dispute resolution process other than injunctive relief, 双方必须在收到一方书面请求后30天内，在双方同意的中立地点安排一次强制性执行决议会议. The conference must be attended by at least one (1) executive from each Party. At the conference, each Party must present its view of the dispute in detail and the executives must enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within 30 days of the beginning date of the conference, then either Party may pursue resolution of the dispute under this Dispute Resolution and Choice of Law clause.
2. Governing Law. This Agreement and the Order are governed by the laws of the province of Ontario and the federal laws of Canada, as applicable, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor law will not apply. The courts within the province of Ontario have exclusive jurisdiction to adjudicate any dispute under this Agreement or the Order.
3. Jury Waiver. The Parties waive any right to a trial by jury for disputes.
ASSIGNMENT 未经另一方事先书面同意，任何一方不得将订单或本协议项下的任何权利或义务转让给联属公司以外的第三方, which consent may not be unreasonably withheld. 任一方都可以转让订单和本协议，以出售或转让与之相关的产品线或业务的全部或几乎全部资产. Any attempt to assign or delegate in violation of this Assignment clause is void.
ENTIRETY, AMENDMENT, AND SURVIVAL This Agreement and the Order contain the entire agreement between the Parties as to the subject matter and supersede any prior representations or agreements, oral or written, and all other communications between the Parties relating to the subject matter. Neither this Agreement nor the Order may be varied except by an instrument signed by authorized representatives of each Party. If there is any inconsistency between this Agreement and the Order, this Agreement prevails. 本协议中按其性质应在本协议或订单期限之后继续有效的所有条款将在本协议或订单终止后继续有效.
RELATIONSHIP OF PARTIES The Parties acknowledge that they are independent contractors and no other relationship, including partnership, joint venture, employment, franchise, master/servant or principal/agent is intended by this Agreement or the Order. Neither Party has the right to bind the other.
SUBCONTRACTING Dyno Nobel may subcontract its obligations under the Order. Use of subcontractors does not release Dyno Nobel from obligations for performance of subcontracted obligations.
NOTICES 双方之间有关订单和本协议的每一通知都必须以书面形式向订单中所述地址的一方授权代表发出. Notices under this Agreement will be deemed received either: a. two calendar days after mailing by certified mail, return receipt requested and postage prepaid; or, b. one business day after deposit for next-day delivery with a commercial overnight carrier if carrier obtains written verification of receipt from receiving Party.

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