Article 1: Acceptance of Services
1.1 The purpose of these Particulate Solid Research, Inc. (hereinafter referred to as “PSRI") Terms and Conditions of Service (TCS) is to define the general provisions which will govern any delivery of goods, data, technology and/or services (hereinafter referred to as “Services”).
1.2. Special conditions may amend these TCS to the following cumulative conditions : (i) to be written, (ii) signed by duly authorized representatives of PSRI. Any clause in the research or service proposal which contradicts these TCS is considered to be null and void.
1.3. The Services shall be deemed to be accepted as of the date of acknowledgment of the Client’s Purchase Order. The Purchase Order accepted by PSRI from the Client will constitute a firm and final commitment on behalf of the Client for Services to commence. No commencement of performance of the Services may be made before said acknowledgment of PSRI receiving the Client’s first Purchase Order. Any commencement of performance of the Services by PSRI on behalf of the Client can and will only be performed with the approval of PSRI’s President and CEO.
1.4. Unless specified in writing otherwise, these TCS shall apply to any variations of the Services in whatever from it is presented as.
1.5. PSRI Proposal of Services, whether written or verbal, are only valid for 90 days from the date of delivery of the Proposal of Services to the Client regardless if the Client acknowledges receipt of the Proposal of Services or not.
Article 2: Payment
2.1. Payment for Services rendered are expected within 30 days of invoicing. Late payments will be subjected to a 4% APR charge.
2.2. Sales tax, value added tax, service tax, etc. as dictated by the Client’s national, state, provincial, and local authority are the responsibility
Article 3: Delivery of Services of the Client even when PSRI is responsible for collection of said taxes.
2.3. Third party financial, transactional or administrative charges associated with method of payment for Services are the responsibility of the Client. If PSRI incurs such charges, the Client will be billed for those charges.
3.1. PSRI makes no guarantee of the delivery time of its Services. Although PSRI will make every attempt to delivery Services as proposed in a written or verbal document. However, that estimate is not deterministic and PSRI will not be held liable to a delivery date.
3.2. PSRI shall not be held liable for any delay, failure to perform or any other breach of any term or condition of the Services as a result of an event of Force Majeure. An event of Force Majeure is an event which is irresistible, unforeseeable, unavoidable, beyond the control of a PSRI and not occasioned by the fault or negligence of PSRI.
Article 4: Termination of Services
4.1. Termination of the Services, whether by the Client or PSRI, will result in a termination of all work up the point of notification of the termination of Services.
4.2 All costs accrued for the Services up to the point of notification of the termination of Services are still valid and expected and will be managed in accordance to Article 2.
4.3. All goods, data, technology and/or services obtained up to the point of notification of the termination of Services will be delivered to the Client within 60 days of the point of notification and receipt of costs incurred to that point.
Article 5: Warranty of Services
5.1. PSRI assumes no responsibility for the information provided and gives no warranty as to the fitness of the information for any particular purpose. Under the conditions of Article 1.3, all parties involved agree to indemnify PSRI against all claims and damages resulting from the research, development and/or consulting work
5.2. PSRI will provide a limited warranty of goods provided to the Client under the terms of the Services for 6 months (180 days) for parts and manufacturing defects. PSRI’s warranty is not valid for misuse or inappropriate use of those goods.
5.3. PSRI provides no warranty on the physics, science and/or knowledge used to develop, design, and manufacture its goods.
Article 6: Confidentiality
6.1. PSRI undertakes to apply, and to have its personnel and any subcontractors apply, the most absolute professional secrecy regarding any information communicated to it for the purposes of the Services or which it may become aware of in the performance of the Services, as well as the results of the Services, whatever the nature of the information concerned (economic, scientific, legal, technical, etc.) and whatever its form.
6.2. The Client shall not reproduce, communicate or use the PSRI intellectual property outside of the deliverables for the Services for itself or on behalf of any third party, in any form whatsoever, other than for the purposes of the Services and with all necessary precautions.
6.3. This confidentiality obligation shall survive the termination or expiry of the Order, whatever the cause, for a period of ten (10) years.
Article 7: Intellectual Property
7.1. The results or the deliverables of the Services, whether patentable or not, such as, for example, any invention, improvements, software, developments, modifications, reports and other specific documents established or developed by the PSRI in the framework of the Services, in any form whatsoever, shall become the property of Client as of their creation. Client may freely dispose of these results/deliverables for any use whatsoever without consulting the PSRI and without the PSRI being entitled to oppose the same.
7.2. All fees, royalties and charges relating to intellectual property rights necessary for the performance of the Services and the use of the results are the responsibilities of the Client.
7.3. The product, results, ideas and procedures resulting from the proposed work is the property of the contracting company and NOT PSRI unless specified otherwise. All patent filings and expenses are the responsibility of the contracting company. However, in order to legitimize the “first to invent” statute, PSRI may have to be included as a Patent Inventor under MPEP Statue 35 U.S.C 116 and Seed vs Kent State University (Ohio Case 08-CV-0720). As an inventor, PSRI still waives all rights towards ownership of the patent and royalties stemming from such ownership.
7.4. All intellectual property rights pertaining to the results of the Services shall belong to Client. The Client may proceed in its own name with any and all formalities with a view to preserving its rights. In case of patentable results, PSRI shall provide assistance to Client in order to file for patent applications, at the Client’s costs, defend and maintain in force such patents and undertakes that each employee identified as inventor provides all signature and performs all the necessary formalities for ensuring filing and maintenance of the patents.
7.5. PSRI undertakes not to reproduce, publish, distribute, translate, adapt or use, in any manner whatsoever, the results of the Services.
Article 8: Derivatives
8.1 All provisions of this Agreement are intended to be interpreted and construed in a manner to make such provisions valid, legal and enforceable. The invalidity or unenforceability of any phrase or provision shall in no way affect that validity or enforceability of any other portion of this Agreement, which shall be deemed modified, restricted or omitted to the extent necessary to make the Agreement enforceable.
8.2 It is further agreed that no failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.
Article 9: Governing Law
9.1. The Client hereby consents and agrees to the personal jurisdiction and venue of any state or federal court of competent jurisdiction located within the State of Illinois with respect to any such claim, dispute, or cause of action and waive s any defense or objection to the exercise of personal jurisdiction and/or venue by any such court.