Products, services and processes described herein may be disclosed by one or more of the following U.S. Letters Patent, and International counterparts thereof; 6,905,324, 6,398,535, 6,287,105, 6,017,207, 5,888,556, 5,679,387, 5,582,850, 5,516,474, 5,505,609, 5,451,357, 5,423,668, 5,259,747, 5,256,052, 5,234,649, 5,208,047, 5,147,195, 5,120,484, 5,066,443, 5,020,984, 4,839,131, 4,789,513, 4,784,815, 4,780,258, 4,619,802, 4,600,550, 4,533,308, 4,197,069, 4,152,387. Additional Letters Patents pending may apply.
emp™, Reflex™, Vane™ Feedblock and Die, VG™, FG™ Selector Plug™, Epoch™ Die, AutoGauge™, QuickGap™, Masterflex™, MasterCoat™, NanoLayer™ Films, NanoLayer™ Feedblock, InfiNano™ Feedblock, TopHat™, EBR™, IDS™, EDS™, PowerWedge™, ClipEdge™ moebius-manifold™ and Heritage of Performance™ are Trademarks of Cloeren Incorporated, Orange, Texas U.S.A., all rights reserved.
Terms and Conditions of Use
THIS WEBSITE IS PROVIDED BY CLOEREN INCORPORATED (“CLOEREN”) AND YOUR USE OF THIS SITE IS SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOUR CONTINUED USE OF THIS SITE WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE PROMPTLY EXIT THIS SITE.
1. Restrictions on Use
All pages and material contained on or within this Site, including, without limitation, all HTML code, information, pictures, renderings, drawings, and the like, are the property of Cloeren and/or its subsidiaries and affiliates and is protected by United States and international copyright and trademark laws. No material on this Site, nor any portion thereof, may be copied, distributed, transmitted, displayed, reproduced, published, modified, or transferred, without the express prior written consent of Cloeren. Any unauthorized use of any material on this Site may violate copyright laws, trademark laws, and/or other communications regulations and statutes. In the event you are allowed to download material from this Site, you agree that you shall keep intact any and all proprietary notices, including copyright notices, contained on any such downloaded materials and shall comply with all applicable laws and/or other regulations. Any rights not expressly granted by these Terms and Conditions or other written agreement with Cloeren, are reserved by Cloeren.
2. Trademark Notice
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on this Site are Trademarks of Cloeren and/or its subsidiaries and affiliates, are the property of, and are proprietary to, Cloeren. Nothing contained herein should be construed to grant any license or right to use any Trademarks displayed on this Site without the express prior written consent of Cloeren. Unauthorized use of the Trademarks is strictly prohibited and such unauthorized use could constitute trademark infringement which could subject you to substantial civil and/or criminal penalties.
3. Warranty Disclaimer
THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES IF ANY.
CLOEREN, ITS SUBSIDIARIES AND/OR AFFILIATES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER DAMAGES OF ANY KIND ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE OR YOUR USE OF SAME, AND/OR ANY HYPERLINKED WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
Although Cloeren attempts to ensure the integrity and accuracy of the Site, it makes no guarantees as to the completeness or accuracy of the Site and Cloeren does not warrant that the use of this Site will be uninterrupted, stable, or suitable for all users. It is possible that the Site could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform Cloeren so that it can be corrected. Information contained on the Site may be changed or updated without notice.
Any communications or material you transmit to Cloeren using this Site or via electronic mail to any address listed on this Site, including, without limitation, any data, questions, comments, requests for information or the like, is, and will be treated as, non-confidential and non-proprietary, shall become the property of Cloeren and/or its subsidiaries and affiliates, and may by used by Cloeren for any purpose.
5. Links or Pointers to Other Sites
Cloeren makes no representations whatsoever about any other Website that you may access though this Site, if any. When you access a non-Cloeren Website, please understand that it is independent from Cloeren, and that Cloeren has no control over the content on that Website. In addition, a hyperlink to a non-Cloeren Website does not mean that Cloeren endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of items such as viruses, worms, Trojan horses, and/or any other items of a destructive nature.
6. Choice of Law and Venue
This Site is controlled and operated by Cloeren from its principal offices in the State of Texas and is not intended to subject Cloeren to the laws of any state, country or territory other than the State of Texas and the United States of America. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to choice of law rules. You agree that any action at law or in equity arising out of or relating to these Terms and Conditions or your use of this Site, shall be filed only in the state courts located in Orange County, Texas and no other, and you hereby consent and agree to submit to the exclusive personal jurisdiction and venue of such courts and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts. In the event that any of the Terms and Conditions contained herein are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect.
7. Entire Agreement
These Terms and Conditions constitute the entire agreement and understanding between you and Cloeren with respect to use of this Site and supersede any and all prior or contemporaneous communications. Cloeren reserves the right to make changes, additions, deletions, and/or modifications to these Terms and Conditions at any time without prior notice to you and without any liability to you by posting the revised Terms and Conditions on this Site. By continuing to use this Site following the posting of any such changes, additions, deletions, and/or modifications, you agree to be bound by all such changes, additions, deletions, and/or modifications. A printed version of these Terms and Conditions shall be admissible in any judicial or administrative proceeding based upon or related to use of this Site to the same extent, and subject to the same conditions, as other business documents and records originally generated in printed form.
8. No Unlawful or Prohibited Purpose
As a condition of your use of this Site, you represent and warrant to Cloeren that you will not use the Site for any purpose that is unlawful or prohibited by these Terms and Conditions.
1. Scope of Application
1.1 These Terms and Conditions of Sale apply to all items delivered by Cloeren GmbH to the customer. In addition, they apply to future business, even if no express reference is made.
1.2 Any terms deviating therefrom or in addition to them, in particular, purchasing terms and conditions of the customer as well as any verbal agreements apply only, if Cloeren GmbH has confirmed them in writing.
2.1 Partial Deliveries
Deliveries are carried out subject to coordination with the customer. Cloeren GmbH reserves itself the right to make partial deliveries.
2.2 Delivery Times
The delivery times stated apply always ex works. The delivery times are effective from the date the order was received or rather clarification of all business and technical documents necessary to fulfil the order. Force majeure or any other unforeseen hindrance at Cloeren GmbH’s factory or its sub-supplier releases the supplier from keeping the agreed upon delivery time. Cloeren GmbH shall not be liable for damages in case of delayed delivery.
2.3 Mode of Shipment and Route
The customer shall pay for any additional costs due to customer’s special shipping requests such as express shipments, special delivery, express or special means of transport. Special requests concerning the type of shipment and route must be announced in a timely fashion. The obligation to deliver is satisfied when the goods have left Cloeren GmbH’s factory or Cloeren GmbH has reported that it is ready to ship.
2.4 Transfer of Risk
The risk transfers to the customer as soon as the goods leave the factory, even if the shipment is delivered postage paid or under similar conditions.
Unless Cloeren GmbH confirms otherwise in writing, the stated prices are ex work Micheldorf. The customer shall be responsible for all ancillary costs such as freight charges, insurance, export, import, or any other permits. In addition, the customer is responsible for the payment of all kinds of taxes, dues, fees, and duty.
4. Payment Terms
Cloeren GmbH’s invoices must be paid net 30 days from the date of the invoice. If the payment is received late, then Cloeren GmbH is entitled to charge late interest in the amount of the applicable bank rate of interest. The customer is not entitled to offset any warranty or damage claims against the customer’s obligation to pay or the customer cannot withhold performance for this reason, unless Cloeren GmbH has provided its express consent in exact numbers and in writing. Promissory notes are accepted only, if Cloeren GmbH provided its written consent. The customer is responsible for any fees. Promissory notes and checks are accepted for payment only. If the customer does not fulfil the customer’s obligation to pay Cloeren GmbH on one order, then Cloeren GmbH is entitled to render all receivables due and payable immediately, even if other payment terms had been agreed upon. Moreover, this shall apply to any promissory notes payable. Whenever the payments are in arrears, any payments made are always applied to the oldest invoices due.
5. Place of Performance, Jurisdiction
Place of performance for payment and delivery is the location of Cloeren GmbH in A-4563 Micheldorf Müllerviertel 2. In case of any disputes, both parties agree that jurisdiction shall be Kirchdorf, Upper Austria. Austrian law shall apply.
6. Warranty and Damage Compensation
Any defects must be reported in writing immediately after the product was received, but at least within 14 days after transfer. Any claims that have been reported later cannot be accepted. Any items that are returned to Cloeren GmbH must have Cloeren GmbH’s prior written consent. Cloeren GmbH shall not be liable for any delivered items or parts thereof, which the purchaser or a third party has modified or repaired. Cloeren GmbH replaces or corrects any defects if deliveries were wrong or defective. If it cannot replace the item or rectify the defect, the customer can either ask for a reduction in price or rescind the contract. Any defects caused by normal wear and tear, improper storage, and operation, excessive wear and improper handling by the customer or any third party are not covered under the warranty. The statute of limitation for warranty and liability claims shall be 6 (six) months from the date of receipt of the delivery. Any liability for subsequent damages is expressly excluded. Cloeren GmbH shall not be liable for other damage claims. In particular, the conditions of the Product Liability Act are excluded. Moreover, subsequent damages such as loss of revenue, material damages and bodily injury are excluded from liability.
7. Retention of Title
7.1 Cloeren GmbH retains ownership on all goods delivered until all invoices including all ancillary receivables from the customer’s business relations with Cloeren GmbH are paid in full by the customer. In addition, this includes all receivables from customer in the future.
7.2 The customer must obtain Cloeren GmbH’s express written consent for any sale, disposal, or processing of the goods delivered by Cloeren GmbH under the provision of title retention. In this case, the customer already assigns today to Cloeren GmbH any claims the customer has toward the purchaser or third party due to such sale. This is irrespective whether those retained goods are sold following further processing or modification. Until Cloeren GmbH revokes its right, the customer is entitled to collect the receivables assigned to Cloeren GmbH. Cloeren GmbH agrees not to collect these receivables as long as the customer fulfils its payment obligation in an orderly fashion. Otherwise, the customer is not entitled to pledge, to assign as collateral, or dispose of the items delivered under the retention of ownership.
7.3 Cloeren GmbH agrees to release any securities to which it is entitled upon the customer’s request, if its value exceeds 20% (twenty percent) of Cloeren GmbH’s total invoice to be secured toward the customer.
7.4 If Cloeren GmbH takes back the products on which it retained ownership or if Cloeren GmbH seizes these products, then it does not constitute a rescission of the contract.
8.1 Agreement Modifications
For its effectiveness, any contractual additions, modifications or verbal agreements must be confirmed by Cloeren GmbH in writing. If one or more or the aforementioned clauses is unenforceable or becomes unenforceable, then it does not affect the effectiveness of the remainig clauses.