DELTA POWER CO. XManifold^TM Access Agreement

DELTA POWER CO. hereby offers to the business partner/customer identified below (User) Internet access to DELTA POWER CO. XManifold™ System (XManifold™) with the following terms and conditions: 

I. AGREEMENT
Please read this Access Agreement carefully before using the DELTA POWER CO. XManifold™ system. By using the DELTA POWER CO. XManifold™ system, you are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this license, do not access this site.

Important Note: To the extent that this site may be used to reproduce materials, the access is authorized to you for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy material you should contact your legal advisor.

II. DELTA POWER Co XManifold™ system
For the term of this agreement, DELTA POWER CO. will provide User access to DELTA POWER CO.s XManifold™ system, including access to information, data, and other materials of DELTA POWER CO., for product lines for which User is an authorized business partner/customer as available (Delta XManifold™). Further, DELTA POWER CO. agrees to provide a company or individual access codes, which will enable the communication link between DELTA POWER CO. and User. User acknowledges that DELTA POWER CO. may revoke user authorization without notice at any time. User will be responsible for any and all products designed by or ordered via the DELTA POWER CO. XManifold™ systems that were ordered using a DELTA POWER CO. assigned code.

III. EFFECTIVE DATE AND TERM
The term of this Agreement shall begin upon execution hereof by User and shall thereafter continue in effect unless terminated by either party upon thirty (30) days written notice. DELTA POWER CO. may terminate this Agreement immediately without notice in the event of the following:
(i) Termination of the business between DELTA POWER CO. and User for which access to the DELTA POWER CO. XManifold™ system has been granted;
(ii) Any unauthorized or improper use of the DELTA POWER CO. XManifold™ system, including the access codes provided to User, or of the information, data, or other materials accessible through the system; or
(iii) Termination by DELTA POWER CO., at its sole discretion, of the DELTA POWER CO. XManifold™ system.

IV. SERVICE FEES
DELTA POWER CO. will provide DELTA POWER CO. XManifold™ access free of charge to User. User agrees to pay all fees associated with Internet access. DELTA POWER CO. reserves the right to initiate an access fee or change any access fee following thirty (30) days prior written notice to any User.

V. CONFIDENTIAL INFORMATION
As used herein, Confidential Information shall mean any and all technical, commercial, business, financial, marketing, sales, engineering, manufacturing, quality, data, or other confidential and/or proprietary information, and all media containing any of the foregoing, including copies or duplicates thereof, disclosed either directly or indirectly to User under this Agreement or through the DELTA POWER CO. XManifold™ system including, but not limited to, access codes, inventories, manufacturing schedules, order levels, delivery schedules, drawings, prints, bills of materials, material and product handling and storing information, productivity and other standards, specifications, manuals, test procedures and results, uses, applications manufacturing processes, methods, and techniques, packaging, customer requirements, formulations, compounding information, MSDS, EPA, TSCA, and other toxicology, environmental, or safety data, curing and finishing information, price and cost information, customer names, lists and requirements, market studies, forecasts, and data, quality control and inspection information and procedures, equipment designations and designs, sources of supply, source code, object code, software, and all other technology and technical information of all kinds, pertaining to DELTA POWER CO.s goods or services, including processes, methods, materials, and equipment for the manufacture and use thereof, except that Confidential Information shall not include information that has been made publicly known by DELTA POWER CO. User understands and agrees that all Confidential Information, including the access code, is proprietary to DELTA POWER CO. and shall remain the property of DELTA POWER CO. Neither this Agreement nor the disclosure of information under the DELTA POWER CO. XManifold™ system shall be construed as granting rights by license or otherwise in any information, and shall not constitute any representation, warranty, assurance, guarantee or inducement of any kind with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons. DELTA POWER CO. shall remain the owner of all patents, trade secrets, trademarks, copyrights, and other proprietary rights in any information disclosed under this Agreement or created through the DELTA POWER CO. XManifold™ system. User agrees to assign and hereby assigns to DELTA POWER CO. all right, title, and interest in and to any and all trade secrets, copyrights, improvements, modifications, developments, mask works, patents, inventions, data and data rights, ideas, designs and design rights, drawings, repairs and documentation, and other intellectual property or proprietary rights, worldwide, conceived, produced, or otherwise developed by User, whether solely or jointly, based on, incorporating, or otherwise derived using the Confidential Information.
User agrees that it shall: (i) receive the XManifold™ generated or provided Confidential Information in confidence and to keep it confidential using the same degree of care, but not less than reasonable care, as the User employs to protect its own confidential information of similar character; (ii) not disclose the Confidential Information to others; (iii) not use the Confidential Information or DELTA POWER CO. XManifold™ system except for the purposes of working with DELTA POWER CO.; and (iv) return the Confidential Information and all descriptions and copies thereof to DELTA POWER CO. and discontinue all use of the Confidential Information upon request from DELTA POWER CO. User understands and agrees to protect and ensure the security of the DELTA POWER CO. XManifold™ system and its access codes and passwords, and to immediately revoke any individual’s code and password when that employee is terminated or there is suspected misuse of XManifold™ or its content. It is the responsibility of the User to ensure that any computer or terminal used to access the DELTA POWER CO. XManifold™ system is secured against unauthorized use, and that any of its employees or agents who have access to such computers or terminals or otherwise are authorized to use the DELTA POWER CO. XManifold™ system understand and comply with the obligations of this Agreement .

VI. LIMITATION OF LIABILITY/WARRANTY DISCLAIMER
DELTA POWER CO. will not be liable for any damage to User or its customers arising out of any error, omission, failure, or malfunction involving the DELTA POWER CO. XManifold™ system, including the inability to access the same, or on account of any information, data, or other material provided by DELTA POWER CO. under this Agreement or via the DELTA POWER CO. XManifold™ system. In no event will DELTA POWER CO. be liable for any indirect, special or consequential damages arising out of the DELTA POWER CO. XManifold™ system or confidential information provided under this agreement, including but not limited to lost profits. User will be responsible to DELTA POWER CO. for any damage or loss to DELTA POWER CO. resulting from any act or omission by User, Users employees or agents and User does hereby indemnify and hold DELTA POWER CO. harmless for any loss, liability, claim, damage, or expense, including reasonable attorney’s fees, resulting from any act or omission of User or its employees or agents in use of, or the inability to use, the DELTA POWER CO. XManifold™ system or the information, data, or other material thereon, or for violations or alleged violations of the terms of this Agreement.

DELTA POWER CO. MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING ANY DATA, INFORMATION, OR OTHER MATERIAL WHICH MAY BE FURNISHED BY DELTA POWER CO. UNDER THIS AGREEMENT OR THE DELTA POWER CO. XManifold™ SYSTEM. IMPROPER USE OF THAT INFORMATION, DATA, OR OTHER MATERIAL CAN CAUSE DEATH, PERSONAL INJURY, AND PROPERTY DAMAGE. THE USER IS SOLELY RESPONSIBLE FOR MAKING PROPER USE OF THE INFORMATION, DATA, OR OTHER MATERIAL. IT IS THE SOLE RESPONSIBILITY OF THE USER OF XManifold™ TO TEST AND QUALIFY ANY PRODUCT EMINATING FROM THE USE OF XManifold™ IN ANY INTENDED APPLICATION. DELTA POWER CO. DOES NOT WARRANT THAT THE FUNCTIONING OF DELTA POWER CO. XManifold™ SYSTEM SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GATEWAY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS .

VII. USER RESPONSIBILITY
The user, through its own analysis and testing, is solely responsible for making the final selection of the system and product and assuring that all performance, endurance, maintenance, safety and warning requirements of the application are met. The user must analyze all aspects of the application and follow applicable industry standards and product information. If seller provides product or system options via any means including the XManifold™ system, the user is responsible for determining that such data and specifications are suitable and sufficient for all applications and reasonably foreseeable uses of the Products or systems.

VIII. EXPORT WARNING
Export Warning- This website may contain technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.), including the International Traffic in Arms Regulation (ITAR), 22 C.F.R., et seq.; or the Export Administration Act of 1979 (Title 50, U.S.C., App. 2401 et seq.) as amended. Violations of these export laws are subject to severe criminal penalties. Each party agrees to comply with all applicable export laws and regulations, including the requirement for obtaining any export license or agreement, if applicable.

IX. GENERAL
The relationship between DELTA POWER CO. and User shall be that of independent contracting parties. User shall not in any manner represent that it or its employees or agents are employees or agents of DELTA POWER CO. and nothing contained in this Agreement shall be construed as authorizing User to create or assume any obligation or liability in the name of DELTA POWER CO. or subject DELTA POWER CO. to any obligation or liability. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind. Nothing herein shall be construed as providing for the sharing of profit or losses arising out of the efforts of either or both parties. Nothing in this Agreement requires User to purchase, or DELTA POWER CO. or its business partners to sell, any goods or services. Such obligations are incurred only upon the placement by User of specific orders under separate cover and the acceptance thereof by DELTA POWER CO. or DELTA POWER CO's business partners and is subject to DELTA POWER CO's Offer of Sale. User may not assign all or any part of this agreement and any such attempted assignment shall be deemed to be null and void. This agreement represents the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior oral and written communication pertaining thereto. This agreement may be amended only by an instrument in writing signed by both parties and shall be governed, in all respects, by the laws of the State of Illinois.
While data security measures are in place, users who access this site are assuming all aspects of risk and understand and agree to use this software as United States of America based software, which complies with U.S.A. not International data privacy regulations.

X. WARNING REGARDING USE
DELTA POWER CO.'s confidential information, drawings and inventions are valuable assets that help DELTA POWER CO. compete and grow. Except as you may be expressly authorized in course and scope of your employment or other duties at DELTA POWER CO. and under such conditions or restrictions as you may be required under applicable law or DELTA POWER CO. policies:
(i) You must comply with local laws governing the upload of any documents, drawings, data or other information (information) that may be an export of technical data if accessed by DELTA POWER CO. employees outside your country (and in particular by non US citizens).
(ii) You shall not disclose any of the documents, drawings, data, or other information (Information) which you down load, or which you may view or access via the XManifold™ system to any person or company unless that documents, drawings, data, or other information (Information) is designed and issued for the purpose of communicating with a customer or a vendor for the purpose of purchasing DELTA POWER CO. products.
(iii) You shall not download or make copies of the Information except as is strictly necessary for intended use and the purchase of DELTA POWER CO. products. Any use of DELTA POWER CO. XManifold™ by unauthorized parties is prohibited.
(iv) All Information and any copies thereof which you are permitted to make shall be marked and kept as strictly confidentiality, and shall be deleted or destroyed when they are no longer needed for their intended use.
(v) You shall not use the Information for any purpose other than your conducting business on DELTA POWER CO.'s behalf or your behalf.
(vi) Detailed machining drawings are only available via Country / Regional associates with appropriate User Roles. The user, through its own analysis and testing, is responsible for making the final selection of the system and product and assuring that all performance, endurance, maintenance, safety, and warming requirements of the application are met. The user must analyze all aspects of the application and follow applicable industry standards and product information. If seller provides product or system options via any means, including the XManifold™ system, the user is responsible for determining that such data and specifications are suitable and sufficient for all applications and reasonably foreseeable uses of the products or systems .

XI. User acknowledges that a purchases are subject to the following standard terms and conditions:

TWO YEAR LIMITED WARRANTY
DELTA POWER CO. warrants to the original purchaser of its products that the products are free from defects in material, workmanship and design, when operated under normal conditions and in accordance with accepted DELTA POWER CO. and/or industry recommended practices. DELTA POWER CO. makes no warranty to those defined as consumers under the MAGNUSONMOSS WARRANTY-FEDERAL TRADE COMMISSION ACT. This limited warranty extends only to the original non-consumer purchaser of the product and is not transferable.
This limited warranty shall be in effect for a period of two years after installation, provided installation date is less than six months after manufacture. Furthermore, DELTA POWER CO. will not warrant electric motors or any equipment of other manufacture specified by the purchaser.
This warranty shall not apply to products which, in the sole judgment of DELTA POWER CO., have been inadequately maintained or shelf preserved, subject to contamination, negligent handling, improper installation, tampering, or unauthorized dis-assembly.
This warranty is expressly in lieu of any implied warranty of merchantability or fitness for any particular purpose and of any other obligations or liability on the part of DELTA POWER CO. The purchaser is solely responsible for determining suitability for use.
DELTA POWER CO. shall not be liable, under any circumstances, for any loss of profits, or any other contingent, consequential or special damages. Specifically, DELTA POWER CO. shall not be responsible for the cost of removal of the product, damages due to removal, or any other costs incurred in shipping the product to and from the plant of manufacture, or incurred in the installation of the repaired or replaced product.
Liability under this warranty is limited to the repair or replacement, at DELTA POWER CO. option, of the products determined to be defective upon examination and to be within the warranty period .

DISCLAIMER
WARNING - - - - - The specifications / application data shown in our catalogs and data sheets is intended only as a general guide for the product(s) described herein. Any specific application should not be undertaken without independent study, evaluation, and testing for suitability. Exceeding the specifications could result in equipment malfunction, property damage, serious injury, or death.
DELTA POWER CO. disclaims any responsibility or liability for the suitability of its products for any specific use. Further, DELTA POWER CO. disclaims any responsibility or liability for any injury, loss or damage direct or consequential, arising out of misuse, improper use of, or the inability to use the product .

DELIVERY AND SHIPPING
Shipping dates are approximate and are subject to delays from causes or contingencies beyond the reasonable control of DELTA POWER CO. When not otherwise specified on each purchase order, shipment will be made in standard containers via carrier which, in the judgment of DELTA POWER CO., will result in the most practical method. Title and Right of Possession will pass to purchaser upon delivery to the carrier at the factory. Please use our order number in all correspondence.

SPECIFIED SHIPPING INSTRUCTIONS
DELTA POWER CO. will do it’s very best to comply with specified instructions. However, DELTA POWER CO. Co will not be responsible for any errors resulting from general instructions. In addition, DELTA POWER CO. will not accept any general instructions for AIR shipments. All AIR shipment instructions must be by written authorization only. There could be delay in delivery due to circumstances beyond our control. If there is a delay, the customer will be notified.

PRICE AND PAYMENTS
Unless otherwise agreed to in writing the charges do not include shipping and all prices are F.O.B. Rockford, Illinois, subject to change without notice. Please notify us how you would like the manifolds or cartridges to be shipped. The prices do not include any taxes imposed as a result of the sale of the merchandise. Standard terms are net 30 days. A minimum charge of $35.00 for Valve parts and $35.00 for Pump/Motor parts will be assessed per order for replacement parts on which the total net price is less than this amount. Unless otherwise agreed to in writing payment must take place prior to shipping.

CANCELLATION
The purchaser may not cancel their order except on conditions acceptable by written notice and upon payment to DELTA POWER CO. of reasonable and proper cancellation charges which shall take into account expenses already incurred, commitments made by DELTA POWER CO., and a reasonable profit.

MANIFOLD MANUFACTURING
Manifold will be manufactured as per schematic provided in the drawing, the manufacturer will not Be responsible if there are errors in the manifold schematics. Customer should check the design before placing the order .

OTHER
Quotations are automatically generated and do not require a signature.
Quotes are valid on the date given and prices could change once the validity expires .

Please contact at Phone 815 397 6628 - Fax 815 397 2526 or Email xmanifoldsupport@vestusa.com for any further information.

Your use of the XManifold™ system and the Information is conditional upon your acceptance of the above terms. If you do not wish to accept these terms, you are not permitted to use the system.