Terms & Conditions

1. Contract.  These terms and conditions (“General Terms”) of The Belting Company of Cincinnati d/b/a CBT Co. (“Seller”), along with Seller’s applicable quote or proposal, constitute the entire integrated agreement between Seller and Buyer for the products, deliverables, services and/or project (the “Contract”).  These terms supersede all previous and contemporaneous agreements, proposals and representations, written or oral, concerning such matters.   Any additional, conflicting or inconsistent Buyer terms (whether set forth in a request for quote or request for proposal, purchase order or acknowledgement or in any other document) are expressly rejected by Seller and are not a part of the agreement for the project.   Seller’s acknowledgment of Buyer’s purchase order or Seller’s commencement of performance, whichever comes first, constitutes the parties’ final agreement to these General Terms.
2. Prices.  Unless otherwise noted in writing by Seller, all prices are F.O.B. Seller’s office and warehouse (“Delivery Point”), and/or the shipping point of Seller’s suppliers, if applicable, and do not include any applicable federal, state or local sales, use, excise, value added or similar tax or other charges unless specifically indicated otherwise, which additional charges Buyer agrees to pay or for which it agrees to furnish evidence of exemption acceptable to the taxing authorities. All prices may be withdrawn at any time prior to fourteen (14) days after (i) Seller’s acknowledgment of Buyer’s purchase order or (ii) Seller’s commencement of performance, whichever comes first.  In the absence of either, the quoted prices become invalid thirty (30) days after the date of quotation or such earlier date as quoted by Seller.
3. Payments. All goods are sold upon the following payment terms unless otherwise agreed to in writing by Seller:
   1. Payment is due in full within 30 days of date of invoice.
   2. Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind; and (b) in United States Dollars or other currency specified in Seller’s quotation.  Goods will be invoiced at any time after their readiness for delivery has been notified to Buyer.  Services will be invoiced monthly in arrears or, if earlier, upon completion.  Without prejudice to Seller’s other rights and remedies, Seller reserves the right to charge interest on any overdue sums at 4% above the United States prime rate (as announced in The Wall Street Journal from time to time) (but not more than the maximum rate permitted by applicable law) during the period of delay.
   3. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly.
   4. If the financial condition or credit of Buyer at any time shall, in the judgment of Seller, be impaired, Seller may at its option require full payment prior to shipment or performance or refuse to ship or perform and/or terminate any other outstanding order or  contract without liability to Buyer.
4. Installation. Unless otherwise noted in Seller’s proposal or in a PO acknowledged by Seller, installation of the goods by Seller is not included. Installation may be provided by Seller at its prevailing rates.
5. Descriptions.  Descriptions are intended only as a guide and their accuracy is not guaranteed.
6. Delivery.  All delivery dates stated by Seller are approximate dates only and estimated in good faith to the best of Seller’s ability. Time shall not be deemed to be of the essence in making delivery under an order unless specifically agreed to Seller’s proposal or in a PO acknowledged by Seller.  Delivery dates are also quoted subject to unavoidable delays and Seller shall be free from any liability and penalty for delayed shipment due to causes beyond its control including but not limited to strikes, fires, accident, pandemic, supply chain disruption, explosion, riots, war or acts of God, or because of any priority system established by any government, any of its agents or any other authority having jurisdiction.
7. Cancellation. Once accepted by Seller via Seller’s acknowledgment of Buyer’s purchase order or via Seller’s commencement of performance, an order is not subject to cancellation in whole or in part by Buyer without Seller’s express written consent. Any such cancellation shall be subject to a cancellation charge as determined by Seller.
8. Testing and Acceptance.  No acceptance testing of any goods or equipment, or training of any personnel in connection with the use of any goods or equipment, shall be provided by Seller except to the extent specified in Seller’s proposal or in a PO acknowledged by Seller. Pre-shipment (factory) acceptance tests of the goods or equipment or advance training of Buyer’s personnel by Seller, if any, will be accomplished prior to shipment of the goods by Seller or shall be considered waived. Buyer’s execution of any acceptance or installation completion form provided by Seller shall be conclusive evidence of such. Post-installation (site) acceptance tests of the goods or equipment, if any, will be accomplished within ten (10) days of installation, with written notice of any nonacceptance of the goods by Buyer delivered to Seller within fourteen (14) days after installation has been substantially completed or shall be considered waived. Criteria for any type of acceptance testing will be agreed in advance or, if no agreement, according to standards within the applicable industry.
9. Use and Safety.  There are no representations or warranties by Seller that the goods sold hereunder comply with the requirements of federal, state and local laws and industrial codes. Buyer acknowledges that it is Buyer’s responsibility to provide proper safety devices and equipment for the particular application or use intended by Buyer so as to protect the operator and others from harm, and to comply with all federal, state and local government laws, rules and regulations relating to safety standards and all industry safety standards. To the fullest extent permitted by law, Buyer shall indemnify, defend (at Buyer’s sole expense) and hold harmless Seller, its consultants, and any of Seller’s partners, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors, and assigns, from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys’ fees and costs, and consultants’ fees and costs) to the extent arising from the Buyer’s obligations to maintain the health and safety of its premises, facility, equipment, fixtures, practices and procedures, employees, agents, and independent contractors, or to the extent arising from the pre-existing conditions of the Buyer’s premises, facility, equipment, fixtures, or practices and procedures. 
10. LIMITATION OF WARRANTY. WITH RESPECT TO EACH COMPONENT OF A GOOD OR ITEM OF EQUIPMENT ASSEMBLED BY Seller, OR EACH GOOD OR ITEM OF EQUIPMENT SOLD, BUT NOT MADE BY Seller, THE MANUFACTURER’S WARRANTY, IF ANY, CONSTITUTES THE SOLE WARRANTY WITH RESPECT TO THE SALE OF SUCH ITEM AND BUYER SHALL LOOK SOLELY TO THE MANUFACTURER. WITH RESPECT TO EACH SUCH COMPONENT OR GOOD, Seller HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Seller will reasonably cooperate with Buyer, at Buyer’s sole cost and expense, in efforts by Buyer to recover from the manufacturer.  NOTWITHSTANDING THE FOREGOING, Seller SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS.
11. Additional Third-Party Manufacturer Limitations.  Buyer’s rights and obligations regarding goods and equipment manufactured by third parties may also be subject to the requirements, if any, imposed by such third-parties. Buyer is solely responsible for ascertainment of and compliance with any such requirements.    
12. Design or Technical Consultation.  All design or technical consultation, advice, recommendations and services of Seller are based upon Buyer’s specifications and NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION IS GIVEN BY Seller INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PURPOSE.  Seller assumes no obligation or liability for the design or technical consultation, advice, recommendations and services given, or results obtained, it being acknowledged and agreed by Buyer that all such design or technical consultation, advice recommendations and services are being accepted by Buyer at Buyer’s risk. Buyer acknowledges that it alone has determined that the goods purchased hereunder will suitably meet the requirements of their intended use. Buyer will indemnify and hold Seller harmless from and against all damages, costs, and expenses based upon any claim related to design or technical consultation or advice given by Seller.
13. Limited Warranty of Goods and Equipment Made by Seller.  Subject to the following conditions, Seller warrants to the original Buyer only (and not to anyone else) of each new good or equipment made by it that any part thereof which proves to be defective in material or workmanship within one year from the date of the original delivery, will, at Seller’s option, be repaired or replaced without charge, or Seller’s sales price therefor refunded upon return to Seller of the defective good or equipment provided any defect in the good or equipment is brought to the attention of Seller within the warranty period, who alone will be authorized to furnish or arrange for repairs or replacements, or refund of Seller’s sales price within the terms of this warranty. This warranty with respect to any repairs or replacements extends only to the individual component repaired or replaced. Labor, travel and other expenses incidental to the repair or replacement shall not be included.
    1. BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LOST SALES, LOST PRODUCTION, OVERHEAD, LABOR, INJURY TO PERSON OR PROPERTY, OR ANY OTHER INCIDENTAL LOSS) SHALL BE AVAILABLE TO BUYER OR ANY THIRD PARTY IN ANY CLAIM AGAINST SELLER.
    2. The above limited warranty does not apply, and no warranty, either express or implied, shall be applicable, (a) to damage resulting from accident, alteration, misuse or abuse; (b) if the good or equipment is not installed, operated and maintained according to procedures recommended by Seller and the manufacturer of the individual parts; or (c) if the serial number affixed to the good shall be removed; obliterated or defaced. In no case shall the warranty extend to defects in materials, components, or services furnished by third parties or to the erection or installation of the good or equipment performed by third parties, except those performed by or on behalf of authorized distributors. If any repairs or alterations are made or any other parts are replaced during the warranty period by other than an authorized distributor in accordance with authorized service manuals or with other than parts, accessories or attachments authorized by Seller for use in its goods or equipment, Buyer shall pay for such repairs or parts without recourse against Seller, and Seller shall be relieved of responsibility for fulfillment of this warranty with respect to parts or components of all repairs, alterations or replacements so made.  This warranty constitutes Seller’s entire warranty as to the goods and equipment made by it and it is expressly agreed that the remedies of Buyer and those claiming under Buyer as set forth in this warranty are exclusive.  This warranty does not extend to any goods or equipment sold “as-is” or “as-inspected”, nor to any damage caused by affixing any parts or equipment not purchased from Seller to goods or equipment purchased from Seller. No warranties, either express or implied, are made with respect to such goods or equipment.
    3. IN CONSIDERATION OF THE EXPRESS WARRANTY AND OTHER TERMS HEREIN CONTAINED, BUYER AGREES THAT BUYER’S EXCLUSIVE REMEDY AND SELLER’S SOLE LIABILITY ON ANY CLAIM, WHETHER TORT, CONTRACT OR WARRANTY, SHALL BE LIMITED TO, AT SELLER’S OPTION, REPAIR OR REPLACEMENT OF  DEFECTIVE GOODS OR EQUIPMENT MADE BY IT OR REIMBURSEMENT OF THE PURCHASE PRICE THEREFOR, AND NO OTHER REMEDY (INCLUDING BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL LOSS OR DAMAGES) SHALL BE AVAILABLE TO BUYER. IN NO EVENT AND FOR NO CAUSE WHATSOEVER, INCLUDING ANY BREACH OR DEFAULT BY SELLER, SHALL SELLER HAVE ANY MONETARY LIABILITY TO BUYER IN EXCESS OF THE CONTRACT PRICE OR PRICES OF THE PERTINENT GOODS OR EQUIPMENT IN QUESTION.
    4. THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS TRANSACTION AND SHALL NOT APPLY TO THE GOODS OR EQUIPMENT SOLD. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH SAID PRODUCT.
14. Title, Lien and Intellectual Property Rights.  Title and risk of loss passes to Buyer upon delivery of the goods or equipment to the Delivery Point.  The goods shall remain personal property regardless of how they are affixed to Buyer’s real property and Seller reserves a purchase money security interest in the goods until the purchase price has been fully paid. Buyer agrees to execute, and herby appoints Seller as its attorney-in-fact to execute on Buyer’s behalf, any documents requested by Seller which are necessary for attachment and perfection of its security interest. If Buyer defaults, Seller shall have all the rights of a secured creditor under the Uniform Commercial Code as enacted in the State of Ohio. All intellectual property, including computer software, blueprints, plans and specifications in connection with the goods or equipment, shall remain the sole property of Seller, except that Buyer shall be deemed to have been granted a non-exclusive, non-transferable, royalty-free, perpetual license to use the goods and equipment for the purposes contemplated in the proposal, except that “off-the-shelf” third-party software, goods or equipment provided through Seller will be subject to Buyer’s compliance, at its own costs, with all applicable third-party licensing requirements.  Buyer may not sell, sublicense, assign or transfer its license to the services and deliverables provided by Seller without the prior written consent of Seller, nor may Buyer reverse engineer or make derivative works from the goods or equipment.
15. Damages for Breach. Buyer expressly agrees that where permitted by law, Buyer shall be liable for all reasonable expenses and attorneys’ fees incurred by Seller in enforcing its rights and remedies against Buyer resulting from Buyer’s breach of this Agreement.
16. Compliance with Law.  Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology.  In no event shall Buyer use, transfer, release, export or re-export any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto.  Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller or any of its affiliates to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier.  Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.
17. Force Majeure.  Seller’s obligations shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of Seller, including but not limited to:  natural disaster, war, armed conflict, terrorist attack, cyberattack, civil unrest, pandemic, supply chain disruptions, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export license), labor trouble, strike, lockout or injunction or interruption of supply from Seller’s suppliers.  Seller shall have no obligation to supply any hardware, software, services or technology unless and until it has received any necessary licenses or authorizations or has qualified for general licenses or license exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time.  If for any reason any such licenses, authorizations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the contract, or would in the reasonable judgment of Seller otherwise expose Seller and/or Seller’s affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligation under the contract.
18. Extended Delay.  If Seller is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, then Buyer may terminate the then-unperformed portion of the contract by notice in writing given to the Seller, without liability, provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all goods delivered and services performed as at the date of termination.  Seller may deliver by installments and if so each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the installments in accordance with their terms shall not entitle Buyer to terminate the whole contract or treat it as repudiated.
19. Applicable Law.  These General Terms and any order hereunder shall be governed in all respects by the laws of the State of Ohio without regard to principles of conflicts of law.
20. Waivers. Waiver by Seller of a breach by Buyer of any provision hereof shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect.  Seller hereby expressly reserves the right to literal compliance with the terms hereof, even if unenforced in prior transactions with Buyer.  If any term in these General Terms is found to be unenforceable, the remaining terms will remain in effect.
21. No Third-Party Beneficiaries. These General Terms do not and are not intended to confer any rights or remedies upon any person or entity other than Seller and Buyer.
22. Cybersecurity.  In no circumstance will Seller’s scope of work include creating, modifying or ensuring compliance with Buyer’s cybersecurity policies.  Buyer acknowledges that Buyer is responsible for the creation, implementation, enforcement and adequacy of its cybersecurity policies and that Buyer retains the risk of data theft or destruction and the impacts of malware and ransomware, whether arising from Seller’s work or access to Buyer’s systems or otherwise.
23. Assignment.  Neither Seller nor Buyer may assign its respective rights and obligations under the Contract without the written consent of the other party.  However, Seller may subcontract or delegate its work obligations to other persons or entities, but will nonetheless be responsible to Buyer for the performance of the work as required by the proposal.
24. Entire Agreement. These General Terms and any quotation or acknowledgement to which they are attached shall supersede all prior oral or written statements of any kind whatsoever made by the parties or their representatives and constitute the entire agreement of the parties with respect to the subject matter hereof.   No statement purporting to modify any of these terms or conditions shall be binding unless expressly agreed to in writing signed by the party to be bound thereby.

Work Guidelines and Personnel

Each party will designate a Project Manager to serve as the primary contact between the parties. Project Managers shall have the authority to enter into orders and Change Orders issued pursuant to the terms hereof. Performance of the Services will be coordinated between the designated Project Managers.

Independent Contractor

It is expressly stipulated, agreed and understood between the parties that CBT and Company shall be an independent contractor during the performance of the Services. Neither party shall have the authority to legally bind the other in contract, debt or otherwise.

Termination

Termination for convenience – Notwithstanding anything to the contrary, Buyer may, at any time, terminate any order, in whole or in part, with or without cause, without liability or obligation, for undelivered or unperformed Services, upon 30 days’ prior written notice. CBT shall be entitled to recover the price of Services rendered prior to notice under this clause; such price shall be at the rate specified in the order and reimbursement of any reasonably incurred expenses approved by Buyer therein.

Termination for cause – The non-breaching Party may terminate any order, in whole or in part, if the other party commits a material breach and a.) fails to initiate steps to remedy the breach within 5 days following receipt of written notice specifying the grounds for the breach, and b.) continues working diligently until the breach is resolved. The solvent party may terminate any order upon written notice if the other party becomes insolvent or if any petition is filed or proceedings commenced by or against that party relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Effect of termination – If Buyer terminates any order, in whole or in part for cause, Buyer’s sole liability to CBT, and CBT’s sole and exclusive remedy, is payment for Services received and accepted and Services completed and accepted by Buyer before the date of termination

Pricing, Invoicing and Payment Terms

Pricing and reimbursable expenses will be as provided in the order/quotation. Invoices describing the Services performed and payments due in accordance with the order are subject to payment terms of 1% 10, net 30 days from invoice date. Invoices for Services will be submitted monthly unless otherwise described in the order

Taxes

CBT’s rates and charges do not include sales, use, excise, personal property, value added, goods and services or similar taxes assessed by or payable to any jurisdiction that may be imposed relative to the services performed. Consequently, in addition to the price specified in the order, the amount of any such taxes arising from or related to the services rendered hereunder shall be paid by Company.

Warranties and Remedies

CBT warrants that each of its personnel has the proper skill, training and background necessary to accomplish his or her assigned tasks; all Services will be performed in a competent and professional manner, by qualified personnel under the direction and control of CBT, and in accordance with the highest standards in the industry.

Remedies under this warranty will be limited to replacement, repair, re-performance, modification, or issuance of credit for the purchase price of the Services involved, but only after receipt of Company’s written notification of non-conforming Services.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, CBT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Intellectual Property

Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, and other intellectual property rights as it owned at the date of this Agreement, or any succeeding SOW encompassed by this Agreement.

CBT grants the Customer a non-exclusive, non-transferable license to modify and use solely in conjunction with the work all documentation and any application Software created by CBT as specified in the Statement of Work. Application Software includes allocation project files for control programming, design, configuration, and visualization in source code and /or scripting code created by CBT under the agreement for operational use with the Customer’s system as specified in the Statement of work. Customer is solely responsible for its modifications to documentation and Application Software. CBT retains all right, title, and interest to documentation and Application Software developed by CBT. Customer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the work from customer. Customer may make an additional archival copy of such documentation and Application Software for backup.

Indemnification and Remedies

CBT shall defend, indemnify and hold Buyer, its affiliates and their employees, agents, subsidiaries, harmless from any claim or loss, and any cost associated therewith (including, but not limited to, reasonable attorney’s fees), arising directly or indirectly from any claim with respect to (A) Buyer’s or its affiliates property, and arising directly or indirectly from CBT’s negligence or breach of any provision of these terms, (B) any personal injury claims or loss arising, directly or indirectly, from CBT’s negligence or breach of any provision of these terms, (C) CBT’s breach of any confidentiality obligation under these terms.

Hold Harmless / Pre-Existing Conditions

To the fullest extent permitted by law, Customer shall indemnify, defend (at Customer’s sole expense) and hold harmless CBT Company, its subcontractors, and its consultants, and any of their partners, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors, and assigns from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys’ fees and costs, and consultants’ fees and costs) to the extent arising from Customer’s obligations to maintain the health and safety of its premises, facility, equipment, fixtures, practices and procedures, employees, agents, and independent contractors, or to the extent arising from the pre-existing or existing conditions of the Customer’s premises, facility, equipment, fixtures, or practices and procedures.

Limitation of Liability

The total liability of CBT on any claim, whether in contract, tort (including negligence of any degree), infringement or otherwise, arising out of, connected with, or resulting from the work performed under any Service or any recommendations provided by CBT shall not exceed the price allocable to the Service or part thereof which gives rise to the claim and in no event shall the total liability of CBT hereunder exceed the price paid under the Services.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY TO EACH OTHER FOR ALL CLAIMS AND LIABILITIES WILL NOT EXCEED THE COST OF THE SERVICES.

Confidential Information

During the course of performing the Services, either party may disclose to the other party information which it considers to be confidential. It is therefore mutually agreed that any information (i) disclosed, or learned, by either party to or from the other, either orally, electronically, visually, or in a document or other tangible form, which is identified as confidential and/or proprietary, including but not limited to, existing or contemplated machines, products, processes, techniques, or know-how, marketing plans and strategies, financial information and projections and customer and supplier lists and information and (ii) any proprietary or confidential information or data developed pursuant to the performance of the Services contemplated hereunder, (hereinafter “Confidential Information”), shall not be disclosed by either party or its employees, representatives or agents to others or used for either party’s own benefit without the prior written consent of the other party. Each party further acknowledges that such Confidential Information is and shall remain the sole property of disclosing party (including any copyrights, trade secrets or other intellectual property rights therein). Notwithstanding the foregoing, information shall not be considered confidential, proprietary or sensitive only to the extent that such information (a) is already known and not subject to any confidentiality restrictions at the time it is obtained, (b) is or becomes publicly known through no wrongful act, (c) is rightly received from a third party without restriction on further disclosure, or (d) is required to be disclosed pursuant to legal, judicial, or administrative proceedings or otherwise required by law, subject to each party giving the other party prior notice to allow an opportunity to seek protective or other court orders. All materials supplied by or to the parties to this agreement, and any copies thereof, shall be returned within ten (10) days after either party requests the return thereof. Access to Buyer’s computer system(s) may be granted solely for the work contracted and for no other purpose whatsoever.

Force Majeure

Failure or delay by CBT or Buyer to perform any act or obligation to be performed by it within the time specified for such performance, if caused by act of God, explosion, fire, storm, earthquake, flood, drought, strikes, lockouts, labor troubles, riots, vandalism, sabotage, terrorism, embargo, war (whether or not declared and whether or not the United States is a participant), federal, state or municipal law, regulation, order, license, priority, seizure, requisition, or any other circumstance of a similar or different nature beyond the reasonable control of the party so failing or delayed, shall not constitute a breach of the Services, and the time of performance shall be extended for the duration of the delay so caused.

Complete Agreement

These Services Terms and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein.

Severability

In the event any provisions of the Services Terms are held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining Services Terms or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of these Services Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

Governing Law

These Services Terms and any Services performed thereunder shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and performed wholly therein and excluding the application of Ohio’s conflicts of laws provisions.

Insurance

CBT shall, at its own expense, maintain with a reputable insurer in effect at all times during the performance of Services hereunder, and for a period of three (3) years thereafter, insurance coverage including but not limited to, (i) Worker’s Compensation statutory coverage as required by the laws of the jurisdiction in which Services are performed, and (ii) general liability insurance in the sum of $1,000,000 minimum in respect of each and every claim against all losses, claims, demands, proceedings, damages, costs, charges, and expenses for inquiries or damage to any person or property arising out of, or in connection with, the Agreement which are the result of the fault or negligence of CBT, its agents or permitted subcontractors.