Terms of Use

U.S. Terms and Conditions of Sale

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

These terms and conditions (“Agreement”) apply to your purchase of rainwater harvesting systems, gutter protection screening products and/or related products and/or services and support sold in the United States (“Product”). By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify Rainwater Services, LLC (hereinafter "RWS") and return your purchase pursuant to the Return Policy of Rainwater Services, LLC (hereinafter “RWS”).  THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH RWS, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and RWS. If you do not receive an invoice or acknowledgement in the mail, via e-mail, or with your Product, information about your purchase may be obtained by contacting your sales representative.

Payment Terms; Orders; Quotes; Interest. Terms of payment are within RWS’s sole discretion, and unless otherwise agreed to by RWS, payment must be received by RWS prior to RWS’s acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by RWS. Invoices are due and payable within the time period noted, measured from the date of the invoice. RWS may invoice parts of an order separately. Your order is subject to cancellation by RWS, at RWS’s sole discretion. RWS is not responsible for pricing, typographical, or other errors, in any offer by RWS, and reserves the right to cancel any orders resulting from such errors.

Shipping Charges; Taxes; Title; Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from RWS to Customer on shipment from RWS’s facility, and loss or damage that occurs during shipping is your responsibility. You must notify RWS within 10 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide RWS with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only.

Warranties. RWS MAKES NO WARRANTIES.  RWS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE MANUFACTURER’S LIMITED WARRANTIES APPLICABLE TO PRODUCTS CAN BE FOUND ONLINE OR IN THE DOCUMENTATION THE MANUFACTURER PROVIDES WITH THE PRODUCT. RWS MAKES NO WARRANTIES FOR PRODUCTS, SERVICE, MAINTENANCE OR SUPPORT. SUCH PRODUCTS, SERVICE, MAINTENANCE AND SUPPORT ARE PROVIDED BY RWS “AS IS” AND THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY RWS. RWS MAKES NO EXPRESS WARRANTIES.  RWS MAY REQUEST CANCELLATION OF SERVICES, MAINTENANCE OR SUPPORT IF RWS DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.

Changed or Discontinued Product. RWS’s policy is one of ongoing update and revision. RWS may revise and discontinue Product at any time without notice to you and this may affect information saved in your online “cart.” RWS will ship Product that have the functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.

Service and Support. Service offerings may vary from Product to Product. In addition to these terms and conditions, RWS and/or your third-party service provider may provide such service and support to you in the United States in accordance with sales term and conditions. RWS and/or your third-party service provider may at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. RWS has no obligation to provide service or support until RWS has received full payment for the Product or service/support contract you purchased. RWS is not obligated to provide third-party branded service or support, or service or support for any products or services that you purchased through a third-party and not RWS.

Governmental and Private Regulations.  You agree to be solely responsible for complying with local laws and regulations and any covenants running with your land as they relate to the installation of any Product, including obtaining any permits required under local laws or regulations or neighborhood or other covenants to authorize the installation of any Product.  You agree to indemnify and hold RWS harmless from and against any and all damages, including attorney’s fees, arising from your failure to comply with any law, regulation, or covenant.

Limitation of Liability. RWS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RWS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, RWS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.  YOU AGREE TO LOOK SOLELY TO THE MANAFACTURER IN THE EVENT OF ANY DEFECT IN OR FAILURE OF ANY PRODUCT.

Applicable Law; Not For Resale or Export. You agree to comply with all applicable laws and regulations of the various states and of the United States. You agree and represent that you are buying only for your own internal use only, and not for resale or export. RWS has separate terms and conditions governing resale of Product by third parties and transactions outside the United States.

Non-Potable Water.  You understand and acknowledge that water collected by the Products is not potable and is unfit for human consumption.  You agree to be solely responsible for safeguarding hoses, barrels, tanks, and other equipment from access by children and others who may drink water from any part of a Product.  You agree to indemnify and hold RWS harmless from and against any and all damages, including attorney’s fees, arising from the drinking of water from any part of a Product by any person.

Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES HEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND RWS arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, RWS’s advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND RWS, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, “RWS”) arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), RWS’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com or via telephone at 1-800-474-2371). In the event of any inconsistency or conflict between NAF Code of Procedure and this Agreement, this Agreement shall control. The arbitration will be limited solely to the dispute or controversy between customer and RWS. NEITHER CUSTOMER NOR RWS SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties’ arbitration agreement, and if found unenforceable, the entire arbitration provision shall not be enforced. This transaction involves interstate commerce, and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. RWS will be responsible for paying any arbitration fees to the extent such fees exceed the amount of the filing fee for initiating a claim in the small claims or similar court in the state in which you reside. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any customer prevails on any claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405.

Terms and Conditions for Persons or Entities Purchasing to Resell

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.  All of the terms and conditions set out above continue to apply, in addition to the following terms and conditions, except in the event of a conflict, the following terms and conditions shall apply to persons or entities purchasing to resell:

These terms and conditions (“Agreement”) apply to your purchase and resale of rainwater harvesting systems, related products and/or services and support sold in the United States (“Products”) by the RWS entity named on the invoice (“RWS”) or other documents provided to you by RWS. This Agreement does not apply to you if you are buying for your own end use. By accepting delivery of the Products you agree to be bound by and accept the terms and conditions of this Agreement. These terms and conditions are subject to change at any time in RWS’s sole discretion without prior written notice. If you do not wish to be bound by this Agreement, you must promptly notify RWS. Products must remain in the boxes in which they were shipped and notify us immediately to arrange a Product return. YOU WILL BE RESPONSIBLE FOR SHIPPING & HANDLING CHARGES FOR THIS RETURN. ADDITIONAL RETURN OR RESTOCKING FEES MAY APPLY. THIS AGREEMENT SHALL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH RWS OR OTHER RWS TERMS AND CONDITIONS APPLY.

Other Documents. This Agreement may NOT be altered, supplemented or amended by the use of any other document(s) unless otherwise agreed to in a separate written agreement signed by both you and RWS. If you do not receive an invoice or acknowledgement in the mail or with your Product, information about your purchase may be obtained by contacting your sales representative.

Reselling. You may resell Products to end-users approved by RWS, in RWS’s sole discretion, only after you have added value to the Products through the addition of hardware or services. This Agreement is not exclusive. RWS may market Products to any third party directly or indirectly without any obligation or liability to you. This Agreement does not guarantee that you will make any sales of the Products. You determine or set your resale Product pricing. RWS reserves the right to restrict or prohibit your participation in certain promotions, add, modify, or discontinue pricing, Products and/or parts. RWS may require you to meet additional obligations not outlined herein, which will be disclosed to you prior to your purchase of Products. You will provide RWS such information and reports as may reasonably be requested by RWS.

Trademarks; Copyrights. You may not use RWS trademarks or service marks, or RWS’s logos or copyrighted works, at any time without the prior written consent of RWS. You are prohibited from referring to yourself as an authorized reseller of RWS, implying that you and RWS are partners, creating the impression that RWS is affiliated with you or has sponsored, authorized, approved or endorsed your business, or any offer or any marketing, advertising or promotion thereof. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of RWS’s. You will clearly and prominently identify yourself in all offers and advertising, marketing and promotional materials relating to this Agreement.

Quotes; Orders; Payment Terms; Interest. Payment terms are within RWS’s sole discretion. You agree not to violate the terms of any offer or concession made available by RWS. RWS may invoice and/or ship parts of an order separately. RWS reserves the right to cancel an order or transaction, in whole or in part. If you breach the provisions of this Agreement or the terms of any offer, RWS may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer). You agree to pay interest on all past-due sums at the highest rate allowed by law. You hereby grant RWS, and RWS hereby retains, a purchase money security interest and lien on any and all of your rights, title and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late charges and costs of collection. You consent to RWS’s use of this Agreement, as well as Product invoices, as financing statements for protecting this security interest and appoint RWS as your agent for service of process.

Shipping Charges; Taxes. Shipping dates provided by RWS are estimates only. Shipping and handling are additional and will be shown on the invoice(s) or other documentation. Loss or damage that occurs during shipping by a carrier selected by RWS is RWS’s responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Unless you provide RWS with a valid and correct tax exemption certificate applicable to the Product ship-to location at the time of purchase, you will be responsible for sales and all other taxes associated with the order, however designated, except for RWS’s franchise taxes and taxes on RWS’s net income.

Title; Risk of Loss; Insurance. Title to products passes from RWS to you on shipment from RWS’s facility or third party manufacturers facility. You will maintain comprehensive general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (US) with an insurance company having a Best rating of A. Upon RWS’s request, you will provide to RWS a certificate of such insurance (including any new or amended certificates of insurance) and/or name RWS as an additional insured.

Warranties. RWS MAKES NO EXPRESS WARRANTIES.  RWS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES BY RWS FOR ANY PRODUCTS, SERVICE OR SOFTWARE PRODUCTS. ALL SUCH PRODUCTS ARE PROVIDED BY RWS “AS IS”. NO REVISION IN LIMITED WARRANTIES WILL AFFECT PRODUCTS ALREADY ORDERED BY YOU.

Additional Remedies & Responsibilities. RWS RESERVES THE RIGHT TO DISCONTINUE OR OTHERWISE VOID ANY WARRANTY, SERVICE, MAINTENANCE OR SUPPORT IT OFFERS IN WHOLE OR IN PART. RWS MAY REQUEST CANCELLATION OF THIRD PARTY-BRANDED SERVICES, MAINTENANCE OR SUPPORT IF RWS DOES NOT RECEIVE PAYMENT. IF YOU PURCHASE THIRD PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR SUPPORT ADDITIONAL THIRD PARTY TERMS AND CONDITIONS MAY APPLY. YOU SHALL BE SOLELY RESPONSIBLE FOR ALL REPRESENTATIONS OR OMISSIONS YOU MAKE TO YOUR CUSTOMERS INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION OR OMISSION YOU MAKE. YOU WILL INFORM YOUR CUSTOMERS OF RWS’S RIGHTS AND YOUR OBLIGATIONS UNDER THIS AGREEMENT.

No Returns. RWS’s Return Policies do not apply to your purchase of Products or to purchase by your customers.

Products. RWS’s policy is one of on-going Product update and revision. RWS may revise and discontinue Products at any time without notice to you. RWS will ship Products that have the functionality and performance of the Products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in building Products and spare parts are selected from new, equivalent-to-new or reconditioned parts and assemblies.

Limitation of Liability. RWS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS, YOUR BREACH OF THIS AGREEMENT OR THE PROVISION OF SERVICES AND SUPPORT. RWS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON OUR WEB SITE TO THE CONTRARY, RWS IS NOT RESPONSIBLE FOR INFORMATION YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT OTHERWISE. YOU AGREE THAT FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PURCHASE OF ANY PRODUCTS, RWS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT INVOICED BY RWS FOR THE RESPECTIVE PRODUCTS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

Service and Support. Service offerings may vary from product to product. In addition to these terms and conditions, RWS and/or your third-party service provider may provide such service and support to you in the United States in accordance with the terms and conditions as delivered to you. RWS and/or your third-party service provider may at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them without prior notice to you. RWS HAS NO OBLIGATION TO PROVIDE SERVICE OR SUPPORT TO YOU OR YOUR CUSTOMERS UNTIL RWS HAS RECEIVED FULL PAYMENT FOR THE PRODUCT OR SERVICES/SUPPORT CONTRACT THAT YOU PURCHASED. RWS is not obligated to provide third-party branded service or support, or service or support for any product or services that you purchased through a third-party and not RWS.

YOUR INDEMNITY TO RWS. To the fullest extend permitted by law, you will indemnify, defend and hold RWS, including RWS’s partners, officers, directors, agents, employees, subsidiaries, affiliates, parents, successors and assigns, harmless from any claim, demand, cause of action, debt or liability (including reasonable attorneys fees, expenses and court costs) arising from: (a) your modification(s) of and/or addition(s) to Product(s); (b) your breach of this Agreement, (c) your omissions, misrepresentations, or negligence, and (d) damage to a third party as a result of Products sold by you to the extent such claim is based on (i) your modification of and/or addition to the Products, misuse or abuse of the Products, negligence or breach of any provision in this Agreement; (ii) your failure to abide by all applicable laws, rules, regulations and orders that affect the Products; (iii) your omission, misrepresentation, or negligence, or (iv) intentional harm to any person or property caused by you or the end-user. Indemnified claims, debts and liabilities include the amount of any discount in price or concession that is made available by RWS to you.

Dispute Resolution. The parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against RWS, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, “RWS”) arising out of or relating to this Agreement, RWS’s advertising, or any related purchase (a “Dispute”) through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current CPR Rules for Non-Administered Arbitration. The Arbitration will be conducted before three (3) independent and impartial arbitrators. RWS will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) appointed arbitrators will then select a third arbitrator, who shall be the presiding arbitrator. The arbitration hearing shall take place in St. Petersburg, FL and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrators shall base their award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge would apply to the Dispute. The arbitrators shall render their award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph.

Independent Contractors. No provision of this Agreement will or shall be deemed to create a partnership, joint venture or other combination between RWS and you. You and RWS are independent contractors. Neither party will make any warranties or representations or assume any obligations on the other party’s behalf. Neither party is nor will claim to be a legal representative, partner, franchisee, agent or employee of the other party. Each party is responsible for the amounts it incurs arising from this Agreement and for the direction and compensation, and is liable for the actions of, its employees and subcontractors.

Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND RWS arising from or relating to this agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this agreement, RWS’s advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.

Export. You acknowledge that the purchased goods licensed or sold under this Agreement, and the transaction contemplated by this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States (“U.S.”) and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. You acknowledge that it is your sole responsibility to comply with and abide by those laws and regulations. Further, under U.S. law, the goods shipped pursuant to this Agreement may not be sold, leased or otherwise transferred to restricted countries or utilized by restricted end-users or an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of missile projects, and chemical or biological weapons. You agree not to provide any written regulatory certifications or notifications on behalf of RWS.

Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. Neither party will be liable for any delays resulting from circumstances or causes beyond the party’s reasonable control.