GENERAL TERMS AND CONDITIONS OF ONLINE PURCHASE
In force from 1st December,2020
The words below shall have the meanings herein assigned to them:
“Supplier” shall mean Environmental Engineering Products & Services Limited.
“Buyer” shall mean the purchaser of Goods from the Supplier.
“Parties” shall mean the group formed among the Supplier and the Buyers
“Goods” shall mean any of the spare parts, optional components and upgrades supplied sold and/or delivered by the Supplier to the Buyer.
“Services Shall mean sales activities of the Supplier related to the sold Goods
“Website” shall mean the on-line store owned and operated by the Supplier.
“Price” shall mean the advertised value of the Goods, Services, Value, Postage/Delivery Charges in Hong Kong dollars listed on the Website. It is determined at the time of order and are subject to change without notice.
“Order” shall mean the Buyer purchased the Goods listed on the Website.
“Contract” shall mean all general terms and conditions of the Order of online purchase.
These General Conditions shall govern all price advertised on the Website for customers worldwide between the Parties and shall prevail over any conflicting clauses contained in the Buyer’s general terms and conditions of online purchase.
The Buyer’s general terms and conditions of purchase will not be accepted in any circumstances and if contained in another document they shall be deemed to have no effect. These General Conditions shall come into force upon the Buyer’s confirmation of purchased Goods.
The Contract supersedes any and all previous agreements and understandings, whether written or oral, between the Parties with respect to the subject matter hereof. The Contract shall be deemed to have been entered into upon the date of the order of the Buyer’s confirmation. No modification from these General Conditions shall be considered as accepted until it has been agreed to by the Parties in written. The Buyer is responsible for providing to the Supplier all information, data and specifications necessary for the Supplier to provide an accurate Offer.
The Buyer acknowledges that no employee or agent of the Supplier has no right to make any representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these Terms.
All Goods sold by the Supplier meet very high expectations for quality, manufacture, safety and reliability however all Goods are sold with the complete Buyer’s understanding that installation and utilization of these Goods on a motor-vehicle, and operating this vehicle in a motorsport environment or otherwise can be dangerous, and may result in damage, personal injury or death to the Buyer or others.
2. ONLINE PURCHASING, INFORMATION AND ACCEPTANCE
All orders are subject to acceptance by Supplier. As a condition of sale, Buyer grants Supplier the right to investigate Buyer’s credit, to exchange credit information with others and to report to others about Buyer’s account and relationship with the Supplier and the Supplier is released from any liability emanating there from.
The Buyer must establish an account with the Supplier through the Website, or over the email with providing an accurate email address, delivery address(s), billing address(s), email address(s) and telephone number and to keep these details up to date. Incorrect information provided may lead to a delay in delivering, or to non-delivery, of the Goods ordered.
The Supplier retains sole discretion in relation to refusal to allow an account to be established, to terminate accounts and to remove or edit account details. An account password will be assigned and the Buyer is responsible for the confidentiality of the account password.
The Supplier may make changes in the Goods information, and to other content of the Website, at any time without notice. The Supplier makes every effort to ensure that descriptions of Goods on the Website are accurate. However, some inaccuracies, such as typographical errors or misinterpretations, may occur. The Supplier reserves the right to correct such inaccuracies or typographical errors as they are identified.
All depictions contained on the Website, or in any catalogue, are for illustration purposes only. The actual Goods sold may vary.
3. PRICE, PAYMENT CONDITIONS
The Price listed on the Website is definitive for the order of the Contract. The Price for Parts is to be considered unpacked at storage (Supplier’s plant) location, loading operations and expenses not included. All payments shall be made in accordance with terms specified listed on the Website and shall be considered fulfilled as soon as they will be credited into the bank account of the Supplier.
The Price does not include import duties or taxes, stamp taxes, VAT, sales taxes or any other fee, levy or charge of any kind whatsoever levied in the Buyer’s country, which shall be borne and paid by the Buyer.
The Price is subject to change without notice.
The Supplier reserves the right to deem the Price of Goods erroneous due to human error, database error, exchange rate or otherwise. The balance of the incorrect pricing, if any, must be paid in full before delivery. Full payments are to be made to the Supplier without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement. If the buyer does not accept the balance of the incorrect pricing, a full refund will be issued to the buyer who purchased Goods with incorrect pricing.
In the event of a delay in payment, the Buyer shall be liable, as of right, for late interest penalties at a rate of three months HIBOR plus a spread of 7,00%.
Any delay in payment shall entitle the Supplier to suspend or interrupt the fulfillment of its obligations including the Service. In case of a dispute, the Buyer shall have no right to set off any payment due against presumed expenses borne.
Legal and beneficial ownership of the Goods will not pass to the Buyer until such time as the Goods have been paid in full in cash or cleared funds.
The payment and the Buyer’s financial details are processed through a PCI-DSS (Payment Card Industry Data Security Standard) compliant third party payment gateway (stripe.com & paypal.com). Liability for the security of the submitted financial details lies with stripe.com/paypal.com, and not with the Supplier.
Goods advertised on the Website are generally available for dispatching from stock. In the event of Goods not being in stock at the time of purchase, the Supplier will notify the Buyer, and will offer the option to keep the Goods in back order, change the order, or cancel the order. In the latter scenario, the Supplier will offer a full refund to the Buyer.
The Supplier will notify the Buyer of the availability, collect or accept delivery of the Goods and the extra payment of the balance of the incorrect pricing within 7 days from the Order.
Any special delivery instructions must be given by Buyer prior to acceptance of the Price so that Supplier has the possibility to adjust its Price and Buyer will assume any cost attributable to a variation in the delivery instructions or place of delivery. Shipment and delivery dates/lead times indicated on Order Confirmation are estimated and are not guaranteed unless specified.
The Supplier shall not be liable for failure to fill any order or deliver the goods or for delay in delivering the goods due to any causes whatsoever beyond the Supplier’s control or in the event of the curtailment of manufacturing or delay in delivery.
The Supplier reserves the right to deliver the Goods purchased in whole or in installments, as well as to deliver prior to the date for delivery. In such event, the Buyer must not refuse to take delivery of the Goods. Unless otherwise agreed by the Supplier or indicated in the Supplier’s invoice, the time upon which the risk on the Parts shall pass to the Buyer shall be deemed to be fixed in accordance with the “EXW” delivery Incoterms® 2020.
If the Buyer fails to collect the Goods or to accept delivery within 21 days of being notified of their availability, the Company reserves the right to terminate this order and resell the Goods.
The Supplier reserves the right to charge the Buyer storage fees for goods not collected or delivered within 5 days of notification of their availability at the rate of HK$500.00 per week or part thereof.
Delay in delivery of any shipment shall not relieve Buyer of its obligation to accept. Any failure on the part of the Supplier to deliver purchased Goods in installments within any specified time does not entitle the Buyer to repudiate the contract with regard to the balance remaining undelivered.
The Buyer assumes all risk of the Goods from the moment of delivery to the Buyer’s point of delivery or on collection, even though title in the Goods may not have passed to the Buyer at that time.
5. INSPECTION, STORAGE, WAREHOUSING
Buyer shall open the crate(s) and inspect the Supplier’s Parts promptly upon their arrival at the delivery destination and shall within two (2) days after delivery give written notice to the Supplier of any claim for damages, defects or nonconformity, together with photographic evidence of the damage to the Supplier’s Parts. Failure to make such claim or give such notice within the stated period shall constitute an irrevocable acceptance of the Supplier’s Parts and an admission that such Parts have has been received by Buyer in good condition, free of damage and that they fully comply with all the terms and conditions of the Contract. Any loss or damage to the Supplier’s Parts that occurs during transportation, storage or otherwise after the Parts have been accepted shall be the sole responsibility of Buyer.
6. ORDERS CANCELLATION
Within 7 days of the Buyer being notified all orders received are firm and definitive of their availability, collect or accept delivery of the Goods and ask to pay the balance of the incorrect pricing from the Order.
After the Buyer being notified, no order may be cancelled, modified, upgraded or deferred without the prior written consent of the Supplier (which is at the Supplier’s sole discretion).
If such consent is given, it is at the Supplier’s election, subject to the Supplier being reimbursed all losses, including loss of profits, and paid a cancellation /restocking fee (being not less than 20% of the invoice price of the Goods).
Buyer may not return goods unless written authorization is received from the Supplier. The Buyer will require to the Supplier a Return Material Authorization (RMA) number prior to return the goods. Custom or special order products are not subject to return under any circumstances. In the event the Supplier authorizes a return, the Buyer shall be liable for payment of a restocking charge equal to 20% of the value of the returned goods. Electrical items must be returned in the original packaging with the seal unbroken. Any returns accepted will be for credit only, transportation cost to be at Buyer’s expense, and Supplier retains, at its sole discretion, the right to determine the value at which the returned goods will be credited.
The Supplier reserves the right to dispose of any unauthorized returns to materials without granting credit. Any oral instruction must be confirmed in writing by the Supplier to be valid. All returned goods must be in saleable condition (un-used) or no credit will be allowed by the Supplier.
The Supplier warrants that the Goods are free from any malfunction due to a defect in the material, in the manufacture or in the conception of such Goods within three (3) days after delivery.
On discovery of any defect in the Goods, the Buyer must immediately notify the Supplier in writing of such defect. The Buyer must not carry out any remedial work to alleged defective Goods without first obtaining the written consent of the Supplier to do so.
No other warranty on effectiveness, efficiency, fitness and longevity of Goods to motor-vehicles shall be borne by the Supplier and especially to protect the user from injury or death. The Buyer assumes this risk.
Fitment of any Goods purchased from the Supplier to motor-vehicles that are subject to a manufacturer’s warranty may void the manufacturer’s warranty and may affect the ability of the vehicle to meet emission- or other transport regulations. The Buyer assumes this risk.
Common wear parts and consumables are excluded from the warranty. Wear parts are those parts designed to support on their own or as a priority the deterioration such as abrasion, corroding, ageing, fatigue, etc. Wear parts are for example, but not limited to, seals, guiding parts (bearings, rollers…), shock absorbers, springs, electrical components, filter elements, fuses, lubricants, pressure gauges, hose, stack taper wear, etc…
The Supplier is not bound by any warranty whether legal or contractual, and shall not be held liable for defects or damages within three (3) days arising from any of the following reasons:
a. the Goods on which they are not properly installed by the Buyer
b. modification/replacement/repair of the Goods without the written consent of the Supplier or incorrectly carried out by the Buyer,
c. non-compliance with operating manual and directions for use provided by the Supplier,
d. use/intervention by unqualified or not properly trained/educated personnel,
e. normal wear and tear,
f. exposure to conditions outside the range of the environmental specifications, or
g. chemical, electronic or electrical influences which were not contemplated in the Contract.
Any failure related to the performance of the Goods shall be notified to Supplier within three (3) days upon the Goods delivery and, should the claim be justified, shall cause the defective Goods to be performed again. Supplier shall provide the services under the Contract with the sole obligation to use the necessary resources.
THE ABOVE WARRANTIES SHALL CONSTITUTE THE ONLY WARRANTY AND SOLE REMEDY OF THE BUYER AND THE SOLE LIABILITY OF SUPPLIER; THE WARRANTIES OF THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED BY STATUTE, TRADE USAGE OR OTHERWISE ARE EXCLUDED AND SHALL NOT APPLY TO THE PARTS DELIVERED OR SERVICES PERFORMED, EXCEPT FOR WARRANTIES WHICH BY LAW CANNOT BE EXCLUDED OR LIMITED.
Warranty is not transferable. Supplier reserves the right to request all maintenance records and any missing document may affect the warranty acceptance.
The act of shipping a replacement Good in good faith, to support a Buyer’s benefit, when it is understood that further warranty validation is required, does not validate the warranty claim. If the warranty claim is eventually denied, the Buyer agrees to pay the Parts and/or Services provided.
If the Supplier determines that failed component must be returned, a Return Material Authorization (RMA) will be issued. An RMA must be issued before any defective product is returned. If the failed component is not returned within thirty (30) days, the Supplier reserves the right to invoice the Buyer. The Buyer is responsible for properly packaging the failed components for return. The Supplier reserves the right to invoice the Buyer if damages incurred were a result of poor or improper packaging methods.
The Buyer expressly acknowledges and agrees that it has not relied upon, and the Supplier is not liable for any advice given by the Supplier, its employees, agents or representatives in relation to the suitability for any purpose of the Goods.
The provisions of any act or law implying terms, conditions and warranties, or any other terms, conditions and warranties which might otherwise apply to or arise out of the Contract are hereby expressly negative and excluded to the full extent permitted by law.
9. ASSIGNMENT, SUBCONTRACTING
The Supplier shall be entitled to assign any or all of its rights and obligations under this Contract to any third party. The Supplier shall be entitled to subcontract any or all of its rights and obligations under this Contract provided that the Supplier will guarantee its obligations under the Contract.
Neither the Contract, nor any rights under the Contract may be assigned by the Buyer without the prior written consent of the Supplier, which is at the Supplier’s absolute discretion.
10. LIMITATION IN LIABILITY
All cases of contractual breach and the relevant consequences as well as all rights and claims on the part of the Buyer, irrespective on what grounds they are based on, are exhaustively covered by the Contract. In particular, any claim, not expressly mentioned for damages, reduction of price, termination of or withdrawal from the Contract, are excluded. In no case the Buyer shall be entitled to claim damages other than restitution for costs of remedying defects in the Goods or as those expressly specified herein.
The Supplier shall be liable only for damages directly caused by their own negligence. The Supplier shall under no circumstances be liable for any indirect, immaterial or consequential loss or damage whatsoever, including, but not limited to, loss of production, loss of use, loss of anticipated revenues or profit, or any other financial or economic loss. The Supplier’s total liability, including applicable liquidated damages, if any, for any cause cannot exceed the aggregate amount of ten percent of the EXW Price of the Goods and/or the Services. In addition, it is expressly agreed between the Parties that the Buyer shall use all reasonable efforts and take all reasonable steps in order to mitigate any loss incurred.
The Supplier is not subject to, and the Buyer releases the Supplier from, any liability (including but not limited to consequential loss or damage) because of any delay in delivery or fault or defect in the Goods. Buyer acknowledges that the Supplier is not:
a. responsible if the Goods do not comply with any applicable safety standard or similar regulation; and
b. Liable for any claim, damage or demand resulting from such non-compliance.
If any statutory provisions apply to the contract between the Supplier and the Buyer then, to the extent to which the Supplier is entitled to do so, the Supplier’s liability under the statutory provisions is limited, at the Supplier’s option, to:
a. replacement or repair of the Goods or the supply of equivalent Goods; or
b. payment of the cost of replacing or repairing the Goods or of acquiring equivalent goods; and
in either case, the Supplier will not be liable for any consequential loss or damage or other direct or indirect loss or damage.
The Supplier will not be liable for any loss, damage or injury arising as a consequence of installing or using Goods supplied by the Supplier, from any advice provided by the Supplier or from information contained on or accessed through the Website. This applies to installation of the Goods by the Supplier or by any 3rd party, e.g. a service garage or workshop.
The Supplier does not warrant the accuracy, adequacy or completeness of such information contained on this web site, nor does the Supplier undertake to keep the Website updated. The Supplier does not accept responsibility for loss suffered as a result of reliance by the Buyer upon the accuracy or currency of information contained on the Website.
Due to the stresses a motor-vehicle may encounter during fast-driving or motorsport-oriented activities which include but are not limited to Track Days, Hillclimbs, Sprinting and Rallies, the Supplier will not guarantee the performance of Goods sold or the reliability or durability of the Buyer’s vehicle when it is used for these activities.
The Supplier will not be liable for any losses incurred due to the failure of components or services provided when a vehicle has been used for motorsport or competition purposes.
11. FORCE MAJEURE
In addition to and without limiting any other provision hereof, which limits or releases the Supplier from liability. The Supplier shall not be responsible for delays, charges, damages, or failure to fulfill any obligation under the Contract caused by industrial disturbances or disputes, strikes, fire, acts of nature, acts of Providence, casualty, embargoes, currency restrictions, labor, conflicts or shortages, war, radiation, civil riot, import or export restrictions, shortage of materials or labor, failure or delay of suppliers, vendors, and subcontractors restrictions in the use of power, interruption or unavailability of transportation by the usual common carriers, or any other cause beyond the Supplier’s reasonable control, even if the Supplier knew, had reason to believe, or was advised of the possibility or probability of any such cause.
12. INTELLECTUAL PROPERTY
The copyrights, patents, patent applications and any other intellectual property rights (hereinafter referred to as “the Intellectual Property Rights”) including:
a. Any documents, components and software embedded in or delivered with the Goods, shall remain in the exclusive property of the Supplier.
b. Any material contained on the Website.
c. Registered trade-marks and logos
d. The Website, and the products, technology and processes contained in the Website, may be the subject of other intellectual property rights owned by third parties. The Buyer agree, that no license is granted to you, in respect of those intellectual property rights, other than as set out in these terms and conditions.
Except per specific agreement, the foregoing applies without any limitation to the Intellectual Property Rights arising from or used in the execution of an order by the Buyer.
The Supplier grants the Buyer, the limited non-exclusive, non-transferable right to use the intellectual Property Rights that are necessary for the working of the Goods sold by the Supplier. No other rights express or implied in connection with such Intellectual Property Rights are granted.
Consequently, the Buyer undertakes not to manufacture or have any third party(ies) manufacture the Goods that are the object of an Intellectual Property Right. Furthermore, the Buyer shall make neither de-compilation of the software supplied by the Supplier, nor copy thereof, nor modification without express agreement from the Supplier.
Documents may only be copied for record purposes or strictly operational purposes. Any and all such copies shall contain the same Ownership and Confidential notices and legends which appear on the original documentation. The Supplier’s name and its logo are protected by trademarks and shall not be used for advertising or other purpose without prior written agreement by the Supplier. The Supplier represents that, to the best of their knowledge, the Goods does not infringe upon any industrial or intellectual property rights of third parties (hereafter “Third Party Rights”). The Supplier shall have no obligations hereunder with respect to infringements caused by:
a. The Supplier’s compliance with the Buyer’s designs or instructions,
b. use of the Goods in a manner, for purpose, or in a foreign country not agreed to in writing by the Supplier,
c. the assembly, operation or use of the Goods in combination with any product not supplied by the Supplier,
d. the modification of the Goods without the Supplier’s prior written consent.
The Buyer shall forthwith indemnify and hold harmless the Supplier from and against any claim whatsoever made by third parties in connection or arising out of infringements or alleged infringements of trade marks, patent rights, inventions and any other such industrial/intellectual property rights, such infringements or alleged infringements due to or being a consequence of any authorized use by the Buyer of the licensed information or licensed trademark or the Supplier know-how.
13. VALIDITY AND TERMINATION
This Contract will be in force from the Effective Date until the completion of its obligations by each Party and it may be terminated prior to the natural expiration of its term as follows:
a. mutually, by Supplier and Buyer, upon execution of a signed document indicating the Parties’ will to terminate the Contract;
b. unilaterally, by one of the Parties, indicating the intention to unilaterally terminate the Contract, in case of bankruptcy (or similar proceedings) or dissolution (whether the dissolution is voluntary or is the result of an act of government) of the other Party to the Contract;
c. according to specific clauses defined in the Special Conditions.
Upon termination of the Contract, the Supplier’s performance obligations under the Contract shall cease and Buyer shall pay the Supplier the balance of any and all payments due to Supplier for the Goods delivered and the Services provided up to and including the date of termination and all costs (direct and indirect) of the work in progress as at the date of termination, including tools, parts and material in inventory or ordered to the vendors.
The Parties are independent contractors, and nothing in the Contract shall operate or be construed to constitute either Party as the agent, partner or representative of the other Party, nor permit either Party to obligate or bind the other Party with respect to third parties.
No failure by the Supplier to insist on strict performance of any of these Terms is a waiver of any right or remedy which the Supplier may have, and is not a waiver of any subsequent breach or default by the Buyer.
None of the terms or conditions of this Contract shall be deemed to have been waived by any Party unless such waiver is set forth in a written instrument properly signed by such Party.
The Contract sets forth all rights and obligations agreed upon between the Parties and supersedes any and all previous agreements and understandings, whether written or oral, between them with respect to the subject matter hereof.
If any provision contained in these Terms is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions are not affected.
Should a provision of this Contract become unenforceable or invalid under the laws of any country having jurisdiction over the subject matter involved, such provision will be considered as having been severed from the Contract and will have no further force or effect.
In such event, the Parties hereto shall endeavor to substitute forthwith such other enforceable provision as will most closely restore the legal and economic balance of the Contract as initially agreed between the Parties.
The Parties will attempt to settle any claim or controversy, arising out of or relating to this Contract, through consultation and negotiation in good faith and with spirit of mutual co-operation. In the case that the controversy persists, the dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules unless the Parties agree on the choice of one arbitrator. The arbitration will take place in Hong Kong Special Administrative Region (HKSAR) where the Supplier has its registered office; the language of the arbitration will be the language of HKSAR where the Supplier has its registered office.
Notwithstanding anything to the contrary contained in this Contract, the Supplier may, in its sole discretion, elect to institute an action or proceeding to collect monies owed to it by the Buyer in such manner and in such forums as the Supplier deems appropriate, without having to comply with the provisions of this Clause 18 relating to the mandatory submission of disputes to arbitration
18. APPLICABLE LAW
The Contract shall be governed by and construed in accordance with the law of the HKSAR where the Supplier has its registered office without regard to its conflict of other laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods, issued in Vienna on 11 April 1980, shall be excluded.
For the purposes of the present Contract, the term “Confidential Information” shall mean all information in whatever form, tangible or intangible, including but not limited to all technical and/or financial information, documentation, software embedded in the Equipment, drawings, developments or improvements or processes, design, know-how and other unpublished information obtained by either Party (the “Receiving Party”) from the other Party (the “Disclosing Party”). All information not generally known outside of the Disclosing Party’s organization shall be deemed to be Confidential Information.
Any and all Confidential Information shall remain the exclusive property of the Disclosing Party and/or their affiliated companies and Receiving Party shall not acquire any license or other right of use in relation to any intellectual property of the Disclosing Party or any of their affiliated companies under the Contract, except upon express stipulations.
Without prior written consent from the Disclosing Party, the Receiving Party shall neither disclose Confidential Information to a third party, nor use it for any purpose other than as required for the implementation of the Contract or the exercise of their rights hereunder.
The Receiving Party shall take such steps as may be reasonably necessary, and in any case at least the same care as to protect its own Confidential Information, in order to prevent the disclosure of any Confidential Information to others, except to those of their employees, suppliers or subcontractors who are required to know such Confidential Information for the purpose of performing the Project and/or because they are directly responsible for the said tasks.
The Receiving Party shall ensure that their employees, suppliers or subcontractors mentioned above comply with said obligations. Except to comply with applicable laws and regulations or as otherwise agreed upon by the Parties in writing, the Parties agree to keep the content of the Contract strictly Confidential. Any public announcement regarding the Contract shall be agreed upon in writing prior to any release thereof.
Notwithstanding the foregoing, the above obligations shall not be binding on the Receiving Party with respect to any Confidential Information which:
• is lawfully and demonstrably known to the Receiving Party prior to the time of disclosure;
• is in the public domain or subsequently comes into the public domain, through no fault of the Receiving Party;
• is received lawfully from a third party, who has not obtained such Confidential Information directly or indirectly from the Disclosing Party under an obligation to keep it Confidential;
• is developed by the Receiving Party wholly independently as a result of its own efforts and without knowledge of the Confidential Information;
• is required to be disclosed by applicable law or governmental regulation or by any competent institution or authority, provided that the Receiving Party shall notify the Disclosing Party of the Information to be disclosed (and of the circumstances in which the disclosure is required) as early as reasonably possible before such disclosure.
The Receiving Party shall take all reasonable actions to avoid and limit such disclosure. The Parties acknowledge that no representation or warranty, express or implied, is made by the Parties hereto with respect to the truth, accuracy, completeness or reasonableness of Confidential Information exchanged.
In the event that this Contract is terminated for any reason whatsoever all such information deemed as “Confidential Information” or concerning prices and costs, that has not at that time entered the public domain, shall be returned to the owner Party immediately by the user Party, subcontractors and/or suppliers. The obligation imposed on each Party or on subcontractors and/or suppliers under this article shall apply during the term of this Contract and shall survive its expiration or termination for a period of five (5) years.