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Revised August 12, 2019
1. SCOPE AND DEFINITIONS
1.2 . This Website is offered and available to users who are 16 years of age or older and reside in the United States, including any of its territories or possessions, or Canada. In addition, by using this Website, you represent and warrant that you are of legal age to form a binding contract with Messer and meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Website.
1.3. “Entity” means the person (e.g., corporation, individual, partnership, etc.), if any, represented by the individual that uses this Website; “Messer” means Messer North America, Inc. and its subsidiaries and affiliates based in North America; “Products” means any products offered for sale on this Website; “User” means Entity and You, or just You if there is no applicable Entity; and “You” means the individual that uses this Website.
2. ACCESS AND USE
2.1. Subject to the terms and conditions of these Terms, Messer grants to User a revocable, non-transferrable, non-exclusive, limited right to access and use this Website to access information about Messer, interact with Messer, and purchase Products from Messer (“Purpose”), at User’s sole risk. Messer may suspend or terminate such right at any time.
3. INTELLECTUAL PROPERTY
3.1. Messer is the owner or the authorized user of all information, applications, text, images, graphics, photos, animation, music, sounds, and other content and materials contained within or displayed on this Website, and all related code provided through this Website, and any modifications, updates, upgrades, copies, derivative works, augmentations, or customizations of the foregoing (collectively, “Content”), including, all patents, patent applications, inventions, copyrights, works, trademarks, trade names, service marks, trade secrets, rights of publicity, and other intellectual property or proprietary rights in the Content, and all registrations and applications for any of the foregoing. All rights not expressly granted to User in these Terms are expressly reserved to Messer or its affiliates or licensors. User shall not cause or permit, and shall not facilitate another to cause or permit, the Content to be used, copied, republished, incorporated into another web site, reproduced, transmitted, distributed, adapted, communicated to the public, uploaded, posted, used to create a derivative work, or exploited in any other way without the express prior written consent of Messer or its licensor. “Messer”, “Messer Americas”, “Messer Group”, all Messer-related logos, other related trademarks, and other related marks which may appear on this Website, are trademarks or trade names of Messer, its parent companies, or their affiliates. All other trade-marks and logos used on this Website, with or without attribution, are the trademarks or trade names of their respective owners.
4. PRODUCT INFORMATION
4.1. Messer may send User, by electronic mail or other means, information regarding Messer and the Products, including product safety information (collectively, “Product Information”).
5.1. This Website may contain links to third party websites (“Hyperlinks”) that are not owned or controlled by Messer. All Hyperlinks are provided solely as a convenience and do not constitute an endorsement by Messer. Messer is not responsible for the availability or contents of any third-party websites, or the practices of any third-party websites with respect to the collection, use, or disclosure of personal information. Use of the Hyperlinks is at User’s sole risk.
6.1. Messer may change, suspend, discontinue, impose limits on, or restrict access to, all or part of this Website or its Contents at any time. In addition, Messer may modify these Terms at any time, with immediate effect upon posting on this Website. Modifications to these Terms will be identified by a change to their revision date. User is responsible for reviewing these Terms periodically. User’s continued use of this Website after any modification to the Terms constitutes User’s acceptance of the modification.
7.2. Messer may also collect, use, and disclose Personal Information from User in connection with User’s use of this Website to develop and improve this Website and to send information to User on Messer’s products and services that Messer believes may be of interest to User. User may opt-out of this use of Personal Information at any time by giving written notice to Messer at the address specified in Section 7.1.
8.1. Data processing occurs via the Internet. A secure socket layer will provide encryption of all important electronic transactions including logging in and purchasing. Outgoing e-mails are not encrypted.
8.2. User acknowledges that any information disclosed via the Internet can be collected, used by, or unlawfully intercepted by third parties. Messer is not responsible for the security of any such information.
8.3. User may receive a user ID and a password to be able to access this or parts of this Website. The user ID and password are personal to User, and User is solely responsible for strictly protecting their secrecy and for preventing any unauthorized access or use of this Website using the User ID, password, or other identifier. User will notify Messer, in writing, immediately after becoming aware: (1) of any unauthorized access or use of the user ID or password; or (2) that a registered representative should no longer be permitted access to this Website. Messer may disable any user ID, password, or other identifier, whether chosen by User or provided by Messer, at any time, for any reason or no reason, including in connection with Messer’s suspension or termination of User’s access and use rights under Section 2.1, the exercise of Messer’s rights under Section 6.1.
8.4. This Website is intended to be used for the Purpose only. User shall not use this Website for any purpose which is improper, unlawful, abusive, harassing, libelous, defamatory, obscene, or threatening, or in any unlawful manner, or any other manner that could disable, impair, overburden, or damage this Website, or which violates these Terms. User agrees to immediately notify Messer in writing if it suspects any illegal, fraudulent, or abusive activity, or any activity in violation of these Terms.
9.1. To the fullest extent allowed by law, this Website, its Content, any software made available on this Website, and the Product Information are provided to User “as is” and without warranties or representations of any kind, either express or implied. For the avoidance of doubt, Messer does not warrant or represent that the Content or Product Information is accurate, complete, correctly sequenced, without typographical errors, reliable, or timely, or that this Website will be uninterrupted or free of errors, destructive elements, or viruses.
9.2. Messer is not responsible for defamatory, libelous, offensive, illegal, or other conduct of other users of this Website or third parties.
10. LIMITATION ON DAMAGES
10.1. In all events, regardless of the legal theory (e.g., breach of contract or warranty, negligence, strict liability, extra-contractual liability, infringement, etc.), NEITHER MESSER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING CONTENT TO THIS WEBSITE IS LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR ECONOMIC LOSS, INCLUDING ANY LOSS OF BUSINESS, PRODUCTION, OR PROFITS ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEBSITE, THE CONTENT, THE CONTENT ON ANY WEBSITE LINKED TO THIS WEBSITE, OR THE PRODUCT INFORMATION.
10.2. If applicable law does not allow the limitations specified in Section 10.1, then the total amount of damages that User may recover from Messer resulting from any occurrence arising in connection with the use of or inability to use this Website, Content, the content on any website linked to this Website, or the Product Information, is USD $1,000 in the aggregate.
11.1. User shall indemnify Messer and Messer’s employees, directors, officers, affiliates, and parent companies for any damages, including any costs of litigation (e.g., lawyers fees, discovery costs, etc.) based upon any legal theory (e.g., breach of contract or warranty, negligence, strict liability, extra-contractual liability, etc.) arising in connection with User’s use of this Website or breach of these Terms. At Messer’s request, User shall provide Messer, at User’s cost, with a legal defense for any third-party claim against Messer for any damages that User is liable for under the previous sentence.
12. CHOICE OF LAW, JURISDICTION AND MISCELLANEOUS
12.1. A waiver of any breach of these Terms does not constitute a waiver of any succeeding or other breach.
12.2. The laws of New Jersey and applicable federal law shall govern all matters pertaining to the validity, construction, and effect of these Terms, without giving effect (i) to any principles or rules on conflict of laws that would apply the laws of another jurisdiction or (ii) to the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising under these Terms will be referred exclusively to the courts of competent jurisdiction in the above jurisdiction, and each party irrevocably submits to the exclusive jurisdiction of such courts.
12.3. If any provision in these Terms is or becomes wholly or partially invalid, illegal, or unenforceable, then the parties intend for such provision to be enforced to the extent it is legal, enforceable, and valid, and for the validity, legality, and enforceability of the remaining provisions to be unaffected.
12.4. The provisions of these Terms relating to Intellectual Property, Privacy, Security, Disclaimer, Limitation on Damages, and Indemnification will survive the termination or expiry of these Terms.
12.5. The parties have expressly requested that these Terms and any related documents be drafted in English. Les parties aux présentes ont expressément requis que les présentes modalités et tous les documents y afférant soient rédigés en langue Anglaise.