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5.1. If Seller extends credit to Customer for the purchase price for any Products
<br />(including but not limited to pursuant to Section 4.1.), or any other amounts due to
<br />Seller, Customer hereby grants to Seller as security for the timely payment and
<br />performance of all Customer´s payment obligations to Seller, a first priority security
<br />interest (the "Security Interest") in all Products heretofore or in the future delivered to
<br />Customer and in the proceeds thereof for as long as such Products shall not have
<br />been sold by Customer in the ordinary course of business (the "Collateral"). Seller
<br />shall be entitled to file any and all financing, continuation, or similar statements under
<br />the Uniform Commercial Code in any jurisdiction and take any and all other action
<br />necessary or desirable, in Seller´s sole and absolute discretion, to perfect its Security
<br />Interest in the Collateral and to establish, continue, preserve, and protect Seller´s
<br />Security Interest in the Collateral. Customer agrees to take any and all actions and
<br />provide Customer with all information necessary to enable Seller to perfect and
<br />enforce its Security Interest in all jurisdictions and vis-à-vis any of Customer´s
<br />creditors, and hereby irrevocably grants to Seller a power of attorney to execute all
<br />necessarystatements or documents in Customer´s name for the perfection and
<br />enforcement of such Security Interest. The Security Interest shall remain in force until
<br />payment in full of the entire purchase price for such Products, and any other amounts
<br />due to Seller by Customer. Seller may, without notice, change or withdraw
<br />extensions of credit at any time.
<br />applied to pay for Seller´s cost of collection, then interest owed by Customer, and
<br />then to the oldest outstanding claim.
<br />4.4. Notwithstanding anything in the foregoing Section 4.3 or Section 5, if the
<br />parties agreed on installment payments in a Confirmed Order and Customer fails
<br />to make any installment payment when due, the remaining balance including
<br />accrued interest, and any expenses incurred by Seller shall be due and payable
<br />to Seller promptly upon Customer´s receipt of written notice of delinquency from
<br />Seller.
<br />5. SECURITY INTEREST
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<br />6. OBLIGATIONS OF CUSTOMER
<br />6.1. Customer shall use the Products solely for their intended purpose and pursuant to
<br />Seller´s instructions, and agrees to use only qualified personnel for the handling of the
<br />Products. Customer shall ensure that its customers, employees, agents, and other
<br />representatives comply with this Section 6.1. and shall be responsible for their acts
<br />and omissions.
<br />7. DELIVERY AND ACCEPTANCE
<br />7.1. Unless otherwise agreed in writing by Seller, all deliveries of Products shall be
<br />made FCA (agreed delivery location) (Incoterms 2020) and title to and risk of loss
<br />for the Products shall pass to Customer upon delivery pursuant to this Section 7.1.
<br />7.2. Any delivery and performance times or dates communicated by or on behalf of
<br />Seller are estimates and shall not be binding on Seller. Seller may make partial
<br />delivery of Products to be delivered under any Confirmed Order and invoice
<br />Customer separately for such partial deliveries or performance. If Customer has not
<br />received the Products after six (6) weeks from the estimated delivery date,
<br />Customer may make a written request to Seller for delivery. Customer hereby
<br />acknowledges and agrees that the actual delivery date of the Products is
<br />conditioned upon the complete, accurate and timely delivery of materials from
<br />Seller´s vendors and suppliers. No delay in delivery of any Productsshall relieve
<br />Customer of its obligation to accept the delivery or performance thereof and make
<br />payments of any amounts due in accordance with these Terms, including but not
<br />limited to delays caused governmental restrictions on exports or imports and similar
<br />measures.
<br />7.3. Customer´s failure to accept the delivery of Products pursuant to a Confirmed
<br />Order shall not release or excuse Customer from its obligation to timely pay all
<br />amounts due in connection with such Confirmed Order. The Products shall be
<br />deemed delivered at the time theyhave been made available to Customer. If
<br />Customer rejects or revokes acceptance of Products, or fails to pay any amounts
<br />when due, Seller, in its sole and absolute discretion, may extend the period of
<br />delivery of Products by such period as Seller may deem reasonable with such
<br />period not exceeding three (3) months from the agreed delivery date, or withhold or
<br />cancel delivery of any Products, or cancel any or all Confirmed Orders without any
<br />further obligations to Customer whatsoever.
<br />In such event, Customer shall be responsible for any and all costs and
<br />expenses incurred, or damages or losses suffered by Seller in connection with
<br />any such delay notwithstanding any action or inaction by Seller with regard to
<br />such delay. Any remaining Products that have not been accepted by Customer
<br />within the extended delivery period determined by Seller will be delivered and
<br />invoiced by Seller to Customer and Customer agrees to accept such delivery and
<br />pay for the purchase price and other amounts payable for the delivered Products.
<br />8. EXAMINATION AND CONFORMITY TO ORDER
<br />8.1. Promptly upon receipt of any Products, Customer shall conduct
<br />a full and complete inspection of such Products as to any defects and to confirm
<br />compliance with all requirements of the applicable Confirmed Order. Customer shall
<br />notify Seller in writing of any packaging defects, apparent defects, or non-compliance
<br />of such Products with the applicable Confirmed Order that Customer has or could
<br />reasonably have discovered during such inspection within seven (7) days from the
<br />date of receipt of such Products, and Customer shall notify Seller in writing within
<br />three (3) days of the date on which Customer shall first have become aware of any
<br />hidden defect or non-compliance which could not reasonably have been discovered
<br />during Customer´s initial inspection of the Products. Such notification shall include
<br />reasonable details (including images) on the alleged defects including lot, batch,or
<br />Order numbers.
<br />8.2. If Customer fails to timely notify Seller of any defects or other non-compliance of
<br />any Products delivered or Customer (or its customers, employees, agents, or
<br />representatives) uses, destroys, or modifiesany Products that Customer knows or
<br />should have known to be defective or non-compliant without Seller´s prior written
<br />consent, Customer shall be deemed to have unconditionally accepted such Products
<br />and waived all of its claims for breach of warranty or otherwise in respect
<br />of such Products.
<br />8.3. Customer may only return the Products to Seller with Seller´s prior written
<br />approval. If the return has been approved by Seller, Customer shall return the
<br />Products to Seller at Customer´s sole risk and expense to the destination directed by
<br />Seller.
<br />8.4. Complaints of Customer in connection with the shipping or
<br />transport shall be directed to the carrier promptly upon receipt of the
<br />delivery or the freight documents.
<br />9. LIMITED PRODUCT WARRANTY
<br />9.1. Seller warrants to Customer that the Products will be free of defects in material
<br />and workmanship and conform with the requirements set forth in the applicable
<br />Confirmed Order for a period of twelve (12) months from the date of delivery for new
<br />business Products and ninety (90) days for after sales Products. (the "Limited
<br />Product Warranty").
<br />9.2. Unless expressly agreed to in writing by Seller, Seller makes no warranty that
<br />the Products comply with applicable law, regulations,or specifications in any
<br />jurisdiction in which the Products may be used, integrated or incorporated. Any
<br />governmental or other approvals necessary in connection with the use, integration or
<br />incorporation of the Products shall be Customer´s sole responsibility.
<br />9.3. The Limited Product Warranty shall be void if the Defect (as defined below)
<br />resulted from (a) improper or inadequate use, storage,handling, operation,
<br />integration, incorporation, assembly, maintenance, or unauthorized alteration,
<br />modification, repair of the Products (including without limitation, the use storage,
<br />handling, operation, or integration of the Products contrary to written instructions
<br />and/or recommendations of Seller or inadequate training of personnel), (b)changes to
<br />construction and materials pursuant to Customer´s requests, (c) use of improper
<br />tools, resources, or accessories including those but not limited to any third party
<br />tools, resources, or accessories that are not approved by Seller or not in accordance
<br />with Seller´s recommendations, instructions, or directions, (d) acts or omissions of
<br />Customer or third parties following delivery of the Product, (e) Customer´s failure to
<br />properly communicate Seller´s instructions and warnings to users of the Products, (f)
<br />Customer´s, its employees, agents, representatives, customers or any third party´s
<br />non-compliance with applicable laws, rules and regulation, (g) Force Majeure, or (h)
<br />ordinary wear and tear of the Products (e.g., sweep bristles).
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