Terms and Conditions:
KleanSweep solutions is the Master Distributor of IsoKlean products. KleanSweep and Customer agree that the following terms and conditions shall govern the sale of Products and Services as herein defined. KleanSweep and Customer may each be hereinafter referred to individually as a “Party” or collectively as the “Parties.”
WHEREAS, KleanSweep is engaged in the business of selling and distributing a system of Products and Services that are intended to reduce the level of microbial pathogens on certain surfaces;
WHEREAS, Customer desires to purchase the Products and Services from KleanSweep solely for use in Customer’s facilities and on Customer’s property in accordance with the terms herein (the “Agreement”);
NOW THEREFORE, in consideration of the mutual covenants and agreements made herein and other valuable consideration hereby acknowledged to have been exchanged between the Parties, (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree, covenant and contract as follows:
- Disclaimer and Limitation of Liability
- CUSTOMER REPRESENTS AND WARRANTS THAT: a) THE PRODUCT SHALL BE STORED, HANDLED, TRANSPORTED, DISPOSED OF AND APPLIED ONLY IN ACCORDANCE WITH APPLICABLE LOCAL, STATE AND FEDERAL LAW AS WELL AS THE MANUFACTURER’S INSTRUCTIONS AND PROTOCOLS; AND THAT b) THAT THE PRODUCTS SHALL ONLY BE APPLIED BY PERSONNEL (INCLUDING BUT NOT LIMITED TO CUSTOMER’S OWN EMPLOYEES, AGENTS AND COTNRACTORS) WHO HAVE BEEN CERTIFIED, AND WHERE APPLICABLE RE-CERTIFIED, BY KLEANSWEEP TO APPLY THE PRODUCT; AND c) THAT THE CUSTOMER SHALL ENSURE THAN ANY PERSONNEL PERMITTED TO APPLY OR HANDLE OR COME INTO CONTACT WITH THE PRODUCT ALWAYS WEAR APROPRIATE SAFETY CLOTHING, GLASSES AND EQUIPMENT. CUSTOMER UNDERSTANDS THAT THE KLEANSWEEP SYSTEM AFFECTS SURFACE MICROBIAL PATHOGENS AND THAT DUE TO AIRBORNE MICROORGANISMS, SUBSEQUENT CONTACT, OR OTHER CONDITIONS, MICROBIAL PATHOGENS CAN AND WILL LIKELY PERSIST OR REMAIN ON TREATED SURFACES. KLEANSWEEP GIVES NO WARRANTIES, GUARANTIES OR ASSURANCES REGARDING THE RESULTS OF PRODUCT APPLICATION IN GENERAL OR IN ANY PARTICULAR APPLICATION. EXCEPT AS SET FORTH SPECIFICIALLY HEREIN, KLEANSWEEP MAKES NO WARRANTY WITH THE RESPECT TO THE PRODUCTS OR SERVICES. CUSTOMER’S REMEDY FOR BREACH OF KLEANSWEEP’S WARRANTY OR THE TERMS OF THIS AGREEMENT SHALL BE LIMITED TO KLEANSWEEP’S RE-TRAINING OF CUSTOMER PERSONNEL, RESPRAYING OF CUSTOMERS SERVICES IF UNDER A SERVICE AGREEMENT AND/OR ADDITIONAL PRODUCT IN THE AFFECTED AREAS AT NO ADDITIONAL COST TO THE CUSTOMER.
- This Agreement may be terminated for cause by either Party in the event the other fails to perform any of the material obligations imposed upon it under the terms of this Agreement so as to be in default hereunder and fails to cure such default within thirty (30) days after written notice thereof.
- Remedies Not Limited. Neither the termination of this Agreement, nor the waiver of any right to terminate under this Agreement, shall limit any other remedies which either Party may have for a default or breach by the other Party of this Agreement or any provisions thereof.
- No Waiver
The failure of either party to enforce, at any time, or for any period, any provision hereof shall not be construed to be a waiver of such provision or the right of such party to enforce each and every such provision.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, ANY LOST PROFITS.
- Customer agrees to defend, indemnify and hold KleanSweep harmless, including but not limited to the payment of attorneys’ fees and expenses, from any claim, action or investigation by any individual or entity relating to Customer’s failure to adhere to the safety instructions or protocols
- KleanSweep shall have the right, but not the obligation, to control the defense and settlement of any claim relating to Customer’s failure to adhere to the safety instructions or protocols.
- Mediation and Dispute Resolution
- Any dispute arising out of or in connection with this Agreement shall, at first instance, be referred to a mediator for resolution. The Parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Should the parties fail to agree upon a mediator within fourteen days, either party, upon giving written notice, may apply to Henning Mediation Services, Bay Mediation Services or Miles Mediation Services in Atlanta, Georgia, for appointment of a mediator. Such mediation shall take place in Atlanta, Georgia, with the costs to be divided equally between the Parties.
- The Parties agree that this Agreement shall be governed by the laws of the state of Georgia and venue for any dispute which arises out of this Agreement shall be a court competent jurisdiction in the Metropolitan Atlanta, Georgia area.
- Force Majeure
In the event or a governmental order, war, labor strike, natural disaster or other forces beyond the control of either Party prevents performance by that Party hereunder, the duties and obligations of the nonperforming Party shall be suspended.
- Customer agrees to adhere to the IsoKlean safety processes and procedures, as stated in the IsoKlean Standard Operating Procedure and reviewed in training. KleanSweep will train and certify personnel on the IsoKlean Solutions application process. Customer agrees to follow the processes and procedures to ensure coverage and efficacy of the application process, wear protective gear, including goggles, respirators and gowns, at all times, and follow the safety procedures as outlined on the label and the SDS.
CUSTOMER UNDERSTANDS THAT THE ISOKLEAN SYSTEM AFFECTS SURFACE MICROBIAL PATHOGENS AND DUE TO AIRBORNE MICROORGANISMS, SUBSEQUENT CONTACT, OR OTHER CONDITIONS, MICROBIAL PATHOGENS CAN, AND WILL LIKELY, PERSIST OR REMAIN ON TREATED SURFACES. KLEANSWEEP GIVES NO WARRANTIES, GUARANTIES OR ASSURANCES REGARDING THE RESULTS OF PRODUCT APPLICATION IN GENERAL OR IN ANY PARTICULAR APPLICATION. EXCEPT AS SET FORTH SPECIFICALLY HEREIN, KLEANSWEEP MAKES NO WARRANTY WITH THE RESPECT TO THE PRODUCTS OR SERVICES. FOR A COMPLETE LIST OF OUR TERMS & CONDITIONS, REFER TO WWW.KLEANSWEEPSOLUTIONS.COM