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HAZEL TECHNOLOGIES, INC. (“Hazel”) GENERAL CONDITIONS OF DELIVERY AND USE OF HAZEL CA™, HAZEL DATICA™, AND/OR HAZEL 100™ (“General Conditions”).

Article 1: General

1.1 As used herein, the following definitions shall apply

● Client: The legal person or entity issuing an Order Confirmation to Hazel for purchase of the Product and/or performance of the Work.

● Product: The Hazel CA product, applicator kit, and/or Hazel Datica, and/or Hazel 100

● Work: Delivery of Hazel CA product, an applicator kit and/or Hazel Datica in good working order, and delivery of application results, and/or delivery of Hazel 100

● Order Confirmation: Client’s written acceptance of the Offer from the Client for purchase of the Product and/or performance of the Work.

● Offer: the proposition of Hazel to Client for sale of the Product and/or performance of the Work.

● Samples: samples provided by Client to Hazel that are derived and generated from the Product.

● Test Results: data and information associated with and derived from analysis of the Samples.

● Agreement: these GeneralConditions, Offers, Order Confirmations and terms regarding the Product and Work.

1.2 These General Conditions govern the use of the Product by Client and provision of the Work by Hazel to Client. The Agreement comprises the entire agreement between the parties, and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these General Conditions and the Order Confirmation, these General Conditions shall govern. These General Conditions prevail over any of Client’s general terms and conditions regardless whether or when Client has submitted its request for proposal, order, or such terms. Sale of the Product and provision of Work to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these General Conditions.These General Conditions are valid on all transactions between Hazel and Client.

1.3 Conditions deviating from these General Conditions may only be invoked if they have been expressly confirmed by Hazel in writing.


Article 2: Agreements

2.1 Acceptance by the Client of an Offer shall be made in writing. Confirmation of acceptance by e-mail is considered to be equal to acceptance of confirmation in writing.

2.2 The electronic sending of Samples for analysis by the Client to Hazel or Hazel’s authorized contractor shall be considered as a written Order Confirmation. Samples will not be returned after analysis.


Article 3: Hazel Obligations

3.1 Hazel shall deliver the Product and provide and perform the Work as described in the Offer.

3.2 All stated delivery times are estimates only. The Work shall be carried out following consultation with the Client. The Work shall commence not earlier than after receipt of all information and details required by Hazel as well as all necessary permits, approvals, and exemptions. Hazel shall inform the Client as quickly as possible regarding any delay in performance of the Work and the reason therefor.

3.3 This section only applies to Hazel Datica: Client is fully responsible for the proper selection of Samples, indication of codes, proper execution of the sampling protocol and for the provision of the Samples to be analyzed. Client acknowledges and agrees that the Test Results relate to the provided Sample that is taken from the air byHazel Datica, and that Hazel cannot be held liable or responsible for the applicability of the Test Results to the whole batch.

3.4 Hazel shall retain Samples offered electronically for analysis for two weeks following receipt.


Article 4: Force Majeure

4.1 Hazel shall be excused and not be held liable or responsible for delay or failure to deliver the Product or perform the Work to the extent that such delay or failure was caused by an event beyond Hazel’s reasonable control, including but not limited to war, fire and other natural disaster, embargoes, riots, acts of terrorism, pandemics, business disruption in any form, strikes, measures taken by Government, theft and similar events.


Article 5: Client Default

Without prejudice to that stipulated in the other articles, the Client shall be in default if the Client fails to comply, or comply on time with any obligation flowing from this Agreement, or in the event of their being declared bankrupt, or having applied for suspension of accounts. In any such event Hazel shall be entitled, without any default notice or legal intervention, to suspend the Agreement or to dissolve it partially or in its entirety, at Hazel’s discretion, without liability, and without prejudice to Hazel’s right to claim damages and compensation resulting from the non-fulfillment, suspension or dissolution. In such cases any demand by Hazel towards the Client shall be immediately due.


Article 6: Representation andWarranty.

6.1 Hazel warrants that theProduct is free from defects in material and workmanship under normal use for six (6) months. Client shall promptly notify Hazel of any known warranty claims and shall cooperate in the investigation of such claims. If the Product is proven to not conform with this warranty during the applicable warranty period, Hazel shall, at its exclusive option, either repair or replace the Product or refund the purchase price paid by Client for the non-conforming Product.

6.2 Hazel shall have no obligation under the warranty set forth above if customer: (a) fails to notify Hazel in writing during the warranty period of a non-conformity; (b) uses, misuses, or neglects the Product in a manner inconsistent with the Product's specifications or use or maintenance directions, (c) modifies the Product, or (d) improperly handles or maintains the Product.

6.3 EXCEPT FOR THE WARRANTIES SETOUT UNDER THIS ARTICLE 6, NEITHER HAZEL NOR ANY PERSON ON HAZEL'S BEHALF HAS MADE OR MAKES FOR CLIENT'S BENEFIT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER PERTAINING TO THE PRODUCT, WORK OR TEST RESULTS, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY HAZEL, OR ANY OTHER PERSON ON HAZEL'S BEHALF.

6.4 CLIENT FURTHER ACKNOWLEDGES AND UNDERSTANDS THERE ARE RISKS ASSOCIATED WITH PRODUCE THAT ARE BEYOND HAZEL’S CONTROL INCLUDING, BUT NOT LIMITED TO, WEATHER CONDITIONS, MOISTURE CONDITIONS,CONDITION OF THE SEED OR PRODUCE, AND PESTS AND DISEASE, AND/OR THE CLIENT NOT FOLLOWING THE INSTRUCTIONS/LABEL/BOOKLET, AND/OR CAUTION/WARNING LABELS GIVEN WITH THE PRODUCT. BUYER ACKNOWLEDGES THAT SUCH RISKS MAY CAUSE LOWER YIELDS OR DAMAGE TO THE PRODUCE, HARVESTING DELAYS, OR CAUSE OTHER NEGATIVE CONSEQUENCES. AS A RESULT OF SUCH RISKS AND FACTORS, CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT HAZEL CANNOT AND DOES NOT WARRANT OR GUARANTEE THAT USE OF THE TEST RESULTS WILL RESULT IN HIGHER YIELD OR OUTPUT.


Article 7: Limitation ofLiability and Indemnification

7.1 All Test Results and other information and advice given by Hazel, in any form whatsoever, is of a non-committal nature, and without guaranty as to results. Analyses and reports are carried out and drawn up by Hazel to the best of its ability and knowledge.

7.2 The aggregate liability of Hazel for damages and costs, of any nature whatsoever, deriving from or related to the Product, Test Results, Work and this Agreement, whether arising out of breach of contract, tort (including negligence) or otherwise, is expressly limited to a maximum of 100% of the aggregate invoiced amounts paid by the Client with regard to the Work, in the six-month period immediately preceding the first event giving rise to liability.

7.3 Hazel shall not be liable for any losses or damages whatsoever resulting from incorrect use by the Client of the Product, Test Results, or other information, advice, analyses, or reports supplied by Hazel.

7.4 Hazel shall not be liable to Client or any third party for any indirect, incidental, consequential, exemplary, punitive, or special damages, or any other additional damages (including but not limited to lost turnover, revenue or profits), regardless of whether such damages were foreseeable and whether or not Hazel has been advised of the possibility of such damages.

7.5 Hazel shall not be liable for damages that result from or are caused by defective or incomplete Samples provided by Client.

7.6 Possible claims of the Client regarding the Work must be submitted as soon as possible, but in any case, not more than six (6) months after the date of the Test Results final report.Client waives all claims not submitted within said timeframe.

7.7 The Client shall indemnify and hold harmless Hazel against any and all losses, damages, liabilities, and costs (including reasonable attorney fees) incurred by Hazel as a result of any claim, suit, action or proceeding based on Client’s or any related person or entity’s negligence or willful misconduct, breach of this Agreement, improper use of the Product or modifications to the Product not made by Hazel, or against claims that originate from the use of goods that were marketed by the Client with application of the Product, the Test Results or the advice or information given or the analyses performed in connection with the Work.


Article 8: Confidentiality

8.1 The Client shall be obliged to keep and maintain as confidential all data and other information that is owned or controlled by Hazel which is treated by Hazel as confidential and proprietary, including but not limited to technical, commercial, financial or legal information or information regarding Hazel’s work methods, that Client is or becomes privy to as a result of the Agreement and Work. The Client shall only use the Offer made by Hazel and the knowledge and ideas contained thereinto evaluate its own interest in issuing the Order Confirmation. This shall also apply to suggestions of amendments, additions and/or extensions to the Order Confirmation. Client shall not use, copy, or disclose any of Hazel’s confidential or proprietary information, directly or indirectly.

8.2 Client shall not, nor shall Client allow others to, analyze, reverse engineer, disassemble, decompile or copy the Product or Hazel’s confidential or proprietary information. Client shall not, directly or indirectly (including in the conduct of its business) use, or permit to be used, Hazel’s confidential information to Hazel’s detriment.


8.3 Client acknowledges that all confidential and proprietary information of Hazel is the exclusive property ofHazel, and that Hazel does not grant a license or option to Client under any patent, patent application (including provisional, divisional, continuation, continuation-in-part, reissue or other patent application), copyright, trademark, trade secret or other intellectual property rights of Hazel.

8.4 Hazel shall be entitled to engage third parties and shall ensure confidentiality with regard to these third parties pursuant to paragraph 8.1. All conditions regarding exclusion or limitation of Hazel’s liability and regarding release by the Client from claims by a third party shall apply to third parties as well as Hazel’s employees.


Article 9: Ownership and Use of Test Results

9.1 Hazel reserves all right, title and interest in and to the Test Results. No rights are granted to Client hereunder other than as expressly set forth herein. Client shall not (i) publish, display, post or transmit the Test Results in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means, without prior written approval from Hazel; (ii) alter, remove, obscure, frame or mirror Hazel’s branding, proprietary notices or content; or (iii) modify, incorporate into or with other material, or create a derivative work of any part of the Test Results.

9.2 Client shall have a right to use the Test Results solely for Client’s own internal business operations, and for no other purposes except as separately permitted and approved by Hazel in writing.

9.3 Client acknowledges and understands that Hazel may add the Test Results to a compiled database for research, regulatory, marketing and quality improvement purposes, and that Hazel may offer access to such database to third parties for purposes of the same.


Article 10: Customer’s Obligations

10.1 Customer shall: (a) cooperate with Hazel in all matters relating to the Work and provide such access to Client’s facilities as may reasonably be requested by Hazel, for the purposes of performing the Work; (b) respond promptly to any Hazel request to provide direction, information, authorizations, or decisions that are reasonably necessary for Hazel to perform the Work; (c) provide such materials or information as Hazel may reasonably request to carry out the Workin a timely manner and ensure that such materials or information are complete and accurate in all material respects; and (d) comply with all third party contracts; and (e) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Work. If Hazel’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Hazel shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

10.2 Customer is also required to follow any instructions indicated on the packing slip. Failure to do so may result in additional fees and time charged to Customer.


Article 11: Severability

If any term or provision of thisAgreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.


Article 12: Applicable Law

12.1 This Agreement shall be subject to governed by the laws of the State of Illinois, exclusively, without giving effect to its principles of conflicts of laws. The Convention on theInternational Sale of Goods shall not apply.

12.2 Each Party hereby submits to the jurisdiction of and agrees to bring any action arising out of or based upon this Agreement solely in, the state courts of Illinois situated in Cook County or the United States District Court for the Northern District of Illinois.


Article 13: Miscellaneous

13.1 The relationship between the parties is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.2 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these General Conditions.

13.3 Provisions of these General Conditions, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of the Agreement including, but not limited to, Confidentiality and Limitation of Liability and Indemnification.

13.4 No waiver by Hazel of any of the provisions herein is effective unless explicitly set forth in writing and signed by Hazel. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.