All sales, agreements for sale, offers to sell, proposals and contracts of sale of the CME Products, including but not limited to purchase orders, instalment sales, contracts, and licences shall be subject to the following terms and conditions (“this Agreement”).
All contracts and dealings between the CME Group of Companies namely C.M.E. Blasting & Mining Equipment Ltd. and its affiliates CME Manufacturing and Logistics AB, Construction-Mining-Equipment AB (collectively " CME") and any person (“Customer” or “you”) relating to the CME Products are subject to this Agreement to the fullest extent legally possible and unless otherwise expressly agreed in writing.
By accepting delivery of the CME Products and if you install or use any CME Product then you are deemed to have agreed that the terms and conditions of this Agreement will apply to such CME Product
If you do not wish to agree to the terms and conditions of this Agreement applying to such CME Product, do not install, use, access or retain the CME Product, and immediately return such CME Product to CME or an authorized CME distributor or re-seller from which you purchased such CME Product for a full refund of the purchase price.
As used herein, the words and phrases herein after set out shall in each particular case, unless the context requires otherwise, have the meaning hereafter provided:
“Authorized Users” has the meaning given to it in clause 2.
“CME CONNECT” means the software that enables registered users to access the CME Knowledge Base, Documentation and on- going technical support for the appropriate CME Grinding Systems manufactured, distributed or sold by CME and registerable on the CME CONNECT portal or Custom Portal including on-line manuals, drawings, spare part lists, videos, articles that are available only by secure login for registered CME Grinding Systems manufactured, distributed or sold by CME or an authorized CME distributor or re-seller;
CME CONNECT Portal contains the CME Knowledge Base, Documentation and on-going technical support for the CME Products including on-line manuals, drawings, spare part lists, videos, articles that are available only by secure login for registered CME Grinding Systems sold under the CME brand;
“CME Data” means the software/firmware for the CME Products and that includes (1) operational parameters based on operator input subject to software/firmware up-dates that includes various operational data updates, (2) data inputted via reading of identification means and/or data stored on a data storage means on a grinding cup and (3) performance and productivity data generated by the CME Products during operation as it pertains to the operational aspects of grinding apparatus and grinding cups including grinding cycle times, combined total of all cycle times for any given grinding cup, productivity of any given grinding apparatus and as it relates tothe CME Confidential Information and in particular CME’s technology, know-how and Intellectual Property Rights embodied in the grinding apparatus and grinding cups that are included within the CME Products.
“CME Grinding Systems” means apparatus for grinding the hard metal inserts or working tips of rock drill bits including Robot Arms, Jumbo Pro, Mini Junior Pro and Electric Mini Junior Model Grinding Systems and any other Grinding System manufactured by CME from time to time and sold under the CME brand or private labelled for a specific customer.
“CME Knowledge Base” is a CME designed self-serve search engine on the CME CONNECT Portal or a Custom Portal to help registered users find relevant information and answers to questions that they may have about a specific topic particularly service and maintenance.
“CME Products” means the various hardware products comprising the CME Grinding Systems including the CME branded or private labelled grinding machines, hand held grinders, grinding cups and other parts intended and suitable for use with the CME Grinding Systems, which have been manufactured by or with the approval of CME or any other products sold or offered for sale from time to time by CME;
“CME Microprocessors” means removable microprocessors in which the CME Software is embedded and which are intended to be installed into the control modules of the CME Grinding Systems.
“CME Software” meansthe software and/or computer programs including all source code, CME CONNECT, CME Knowledge Base and Dashboard, which are intended for use in operating the CME Grinding Systems, and which are supplied by CME;
“CME Confidential Information” means (i) all materials, documents and information (whether or not in written form) including any and all data, reports, brochures, technical documents, specifications, parts-numbers, service manuals, drawings, information, interpretations, production methods and records containing or otherwise reflecting any information that is or may be proprietary and/or includes trade secrets, concepts, know-how, designs, processes, business plans, financial information in respect of CME or their operations, including but not limited to the technology, know-how, Intellectual Property Rights and/or equipment/products; and (ii) all other materials, documents and information (whether or not in written form) that CME designates in writing as “Confidential Information”.
“Custom Portal” contains the CME Knowledge Base, Documentation and on-going technical support for the CME Products manufactured by CME but private labelled for a particular customer including on-line manuals, drawings, spare part lists, videos, articles that are available only by secure login for registered CME GrindingSystems manufactured by CME but private labelled for a particular customer;
“Customer Data” means any personal identification information of the operators (or controllers) of the CME Products pursuant to this Agreement, login identification and passwords, location information and information and data related to Customer’s own operations and does not include or contain "CME Data".
“Dashboard” means the software and graphical user interfaces to monitor and manage performance and productivity data for the CME Products located on the CME CONNECT Portal at https://connect.cme.se or on any Custom Portal.
“Data”means the CME Data and the Customer Data.
“Data Protection” means the process of protecting sensitive information from damage, loss, or corruption.
“Documentation” means any documentation relating to the maintenance and operation of the CME Software or the CME Products;
“EULA” has the meaning given to it in clause 2.
“Intellectual Property Rights” shall mean any industrial or intellectual property rights including, without limitation, rights to any inventions, discoveries, improvements, patents, patent applications, copyright, trademarks, designs, technical information, technology, manufacturing and engineering information and know-how, and computer software programs or applications, source codes, object codes and tangible or intangible proprietary information or material, specifications and related documentation, and modification, improvement, extension, modification, change, and derivate work based on any pre-existing Intellectual Property Rights, whether registered or not and all such other rights which may be recognized under law, equity or otherwise, to protect technical or other creative contributions or expressions
“Upgrade” means an amendment, improvement, error correction, adaptation or any other version of the CME Software.
Upon purchase of a CME Grinding System from CME or its authorized distributors or re-sellers, CME will extend to the Customer a licence to use the CME Microprocessors and CME Software necessary to operate the purchased CME Grinding System, on the terms set out in the CME End User Licence Agreement (EULA) in place at the time an order is placed by the Customer. The current version of the EULA is located at https://connect.cme.se/agreements/end-user-license-agreement and the Customer is deemed to accept the terms of the EULA at the same time that the Customer accepts, or is deemed to accept, the terms and conditions of this Agreement. The purchase of a CME Grinding System does not provide the Customer with any ownership or proprietary right, title or interest in or in relation to the CME Microprocessors or CME Software necessary for the operation of the purchased CME Grinding System.
The Customer agrees to only use the CME Microprocessors and CME Software in the operation of the CME Grinding System.
In order to comply with CME’s obligations regarding providing technical support, information on available Upgrades, Data Protection and to ensure the CME Grinding System is only operated by properly trained personnel (designated “Authorized Users”),the licence granted pursuant to the EULA is not transferable other than upon compliance with the terms set out in the EULA.
The price to be paid for the CME Products shall be the written price quoted ExWorks (Incoterms) plus any applicable sales tax, value added tax or excise taxes or import or custom duties, transportation and delivery costs. All prices may be subject to change except those in written purchase orders that have been accepted by CME.
However, a price change will only apply to the Customer if the Customer is given written notice of that price change and CME does not receive from the Customer a written objection to the price change, or written withdrawal of that part of the Customer’s order subject to the price change, within 14 days of the date when the Customer receives notice of that price change. If CME receives a written objection from the Customer within the specified time frame then CME may, at its discretion, reject the Customer’s order in whole or in part.
CME Software Upgrades are extra and are invoiced separately to the Customer as Upgrades are made available from time to time.
On purchases of CME Products all invoices are payable in full on the 30th day of the month and if not paid by the end of the month are considered past due.
Any delinquent payment shall bear interest as set out on CME’s invoice at the prime rate as set by CME’s bankers plus one (1%) percent per annum compounded monthly until paid in full. The Customer agrees to be responsible for all collection costs, court costs and legal fees in connection with the collection of delinquent payments. CME and the Customer acknowledge and agree that the Customer will not be responsible for such costs and fees to the extent that they are caused by CME’s mistake, error or negligence or which could have been reasonably mitigated by CME.
No additional credit will be extended to past due accounts unless satisfactory arrangements are made with CME or CME authorized distributor or re-seller.
No order, sale, agreement for sale, offer to sell and/or contract of sale for the CME Products, shall be binding upon CME unless accepted by an Officer of CME on CME's standard "Order Acknowledgement" form and you have agreed that the terms and conditions of this Agreement apply to the purchase of such CME Products.
Any taxes, including but not limited to sales taxes, goods and services taxes, duties, fees or other specific assessments which may be levied against the CME Products shall be borne by the Customer, unless agreed to by CME in writing. If CME is required to pay any of the above, the Customer shall reimburse CME upon notice, or furnish documents with the order which exempts such payment.
Shipping dates submitted are approximate and indicative only. CME will use its best efforts to meet the approximated shipping date provided the Customer supplies all necessary information reasonably required by CME, but CME shall not be held responsible for, or subject to any penalty or liability arising from such, failure to do so provide such failure is not a consequence of CME’s mistake, error or negligence. In no circumstances shall CME be held responsible for loss of profits, damages or opportunity incurred by the Customer or other consequential and indirect damages that cannot reasonably be considered to arise naturally from a failure to meet a shipping date.
CME reserves the right to amend the specifications of the CME Products or CME Software without prior notice as part of its usual business practices (including to update, improve or redesign the CME Products or CME Software as part of its product development or to address consumer feedback). CME will provide details of any amended specifications through CME’s website or through CME CONNECT Portal or Custom Portal.
While CME makes every effort to ensure the accuracy of information shown in CME’s documents, including without limitation in the Documentation and its catalogues or databases, such information may contain technical inaccuracies or typographical errors and CME makes no representation or warranty as to the accuracy of any such information.
CME shall not be responsible for damage or loss in transit and all claims must be made by the Customer direct to the carrier.
Claims for shortages or incorrect CME Products must be made in writing within fifteen (15) days after receipt of the shipment by the Customer, and failure to give CME written notice within that period shall be unqualified acceptance of the CME Products and, without limiting or excluding the Customer’s rights under any applicable law which cannot be excluded or varied by contract, a waiver of all claims.
The Customer acknowledges that the CME Products are manufactured by CME and sold to the Customer for its own business purposes and solely in connection with its use, maintenance, servicing and repair of the CME Grinding System to which it relates on the terms and conditions of this Agreement.
The Customer recognizes that the CME Software, CME Microprocessors, and the CME Products are integral components of the CME Grinding System and have been designed to work together. CME has expended substantial time and resources in the design and manufacture of these components, to ensure that the components work together optimally and safely.
The Customer must not alter, deface, tamper with or remove any mark, label or plate affixed by CME on the CME Products.
The Customer undertakes liability for respecting CME’s right, title and interest in and to the proprietary rights associated with the CME Products including without limiting the generality thereof all patents, copyrights, designs, trademarks or other like rights.
To the fullest extent permissible under applicable law, the Customer agrees that it:
a) will register the purchased CME Grinding System on the CME CONNECT Portal or Custom Portal;
b) will not at any time, now or in the future (either directly or indirectly):
i. use software, grinding cups or other parts on the CME Grinding System that are not intended or suitable for that CME Grinding System;
ii. reverse engineer, decompile or disassemble the CME Products or permit others to do so;
c) it will read all the manuals along with use, health and safety related written instructions provided to the Customer and agrees to obey them and further acknowledges that compliance such manuals and instructions is an essential and integral obligation under this Agreement;
d) before any use of the CME Products:
i. the Customer will arrange for CME or authorized re-seller to provide the Customer with training in the proper and safe use of each of the CME Products in accordance with the information provided by CME; and
ii. ensure that only “Authorized Users" shall operate the CME Products. The Authorized Users are to comply with the terms of this Agreement, the EULA and all health and safety regulations required by law and in accordance with reasonable recommendations and directions, and warnings provided by CME.
In particular the Customer acknowledges that the use of spindles or grinding cups other than spindles or grinding cups not manufactured by or with the approval of CME are not:
a) intended or suitable for use with the CME Grinding Systems;
b) for the purpose of repair; or
c) may cause the CME Software, and /or the CME Grinding System to malfunction or operate in a less than optimal manner.
The Customer shall only use the Documentation in a manner that complies with all applicable laws in the jurisdictions in which the Customer uses the Documentation, including, but not limited to, applicable restrictions concerning copy right and other Intellectual Property Rights.
Customer is solely responsible for any failure to keep secure all user identifications and passwords (your “login credentials”) to access the CME CONNECT Portal, Custom Portal and CME Grinding Systems. If Customer believes the security of its login credentials has been compromised, or Customer suspects unauthorized use, Customer will promptly notify CME. CME will be entitled to treat all communications, instructions and transactions as authorized by Customer if its login credentials are used unless Customer has notified CME of compromise or unauthorized use of Customer’s login credentials. If CME suspects, in its reasonable opinion, fraudulent or unauthorized activity on Customer’s account, CME reserves the right to temporarily suspend the Customer’s access to the CME CONNECT Portal, Custom Portal, CME Grinding System or any applicable services, whilst CME investigates the potential fraudulent or unauthorized activity. CME must contact the Customer immediately to notify it that its access has been suspended and promptly conclude its investigate.
CME undertakes to comply with any and all applicable laws and legislations relating to data protection and processing of personal data when processing personal data under the Agreement in accordance with its Privacy Policy CME will only process personal data under the Agreement in accordance with Customer’s instructions as applicable from time to time and shall not be entitled to process personal data for any purpose or in any manner other than is necessary to perform obligations pursuant to this Agreement. Where CME processes personal data in connection with the provision of the CME Products or otherwise in the performance of its obligations under this Agreement, it is acknowledged that CME shall take all such appropriate technical and organizational measures in order to protect the personal data processed under this Agreement.
CME is utilizing a third-party service provider to monitor, collect, store and process data generated by the CME Products. CME’s third-party service provider maintains reasonable technical and organizational security and data storage policies and measures for facilities within its control, in accordance with GDPR-specific data processing terms. Data may be stored or transmitted through third party facilities, third party services or common carriers, including without limitation the internet, in the course of using the CME Products.
Customer shall not provide third parties with access to any CME Software, the CME CONNECT Portal, Custom Portal and non-public information in and regarding the CME Products and any other CME Confidential Information that CME provides without our prior written consent, except to Customer’s employees who have a need to know, subject to adequate confidentiality agreements. CME will not disclose the Customer Data to any third party except in the following circumstances: (i) to CME’s service providers, who have a need to know in order to assist CME in providing the CME Products to Customer, and who have all agreed to confidentiality terms and use restrictions similar to those set forth herein; (ii) with Customer’s consent; (iii) to comply with a subpoena, warrant, court order or other legal requirement (but to the extent practicable and unless prohibited from doing so, CME will provide Customer notice of the disclosure so that Customer may seek a protective order or otherwise object to the disclosure).
The risk of loss of, or damage to, the CME Products will pass to the Customer on the CME Products being loaded on the shipping vessel for transit.
Subject to the foregoing, title to any CME Products delivered to the Customer will not pass to the Customer until the Customer has paid all amounts that it owes to CME or CME authorized distributor orre-seller in respect of such CME Products infull (including the purchase price for the CME Products).
Not withstanding any other term of this Agreement, title in and to the CME Microprocessors and the CME Software shall at all times remain with CME and the Customer acquires a licence only to use and apply the CME Microprocessors and the CME Software on the terms of the EULA.
The Customer acknowledges that it has the sole responsibility of satisfying itself that the CME Products supplied by CME are suitable for the use or contemplated use of the Customer and that it has conducted its own investigations and has not relied upon any information, statement, advice or representation by CME of or in relation to: (a) the operating and/or performance parameters of the CME Products; (b) the outcomes that the CME Products may achieve; (c) the suitability of the CME Products to any particular application, installation or physical environment; and (d) the appropriateness of the use of the CME Products outside the delivery location.
The Customer acknowledges and agrees that: (a) any representation as to the operating parameters of the CME Products provided by CME are representative of laboratory conditions; (b) the actual performance of the CME Products in situ might be affected by external factors (including without limitation environmental conditions) beyond CME’s control; (c) incorrect and/or negligent installation, application or use of the CME Products (including without limitation the use software, grinding cups or other parts on the CME Grinding System that are not intended or suitable for that CME Grinding System, or other matters referred to in clause 9 hereof) may cause loss of life, injury and/or damage to property or the CME Product; and (d) CME makes no representation, warranty or assurance as to any of the matters listed in this clause, and that CME shall not be liable for any loss or cost arising from those matters, to the maximum extent permitted by law.
CME will supply on-going technical support for the CME Products through a help desk with telephone and email access and on-line videos, articles and CME Knowledge Base available through the CME CONNECT Portal or Custom Portal for registered CME Products.
CME warrants that the CME Products will be free from defects in material and workmanship for a period of one (1) year from the date of purchase. CME agrees to repair or replace, free of charge, any CME Products which fail, through defect in material or workmanship, within the warranty period if the Customer within that warranty period gives CME written notice within a reasonable period from when the Customer noticed or should have noticed the defect. CME Products repaired or replaced under the warranty shall have the same warranty as new products, but does not extend the warranty of the original purchased CME Products. CME will not be liable under the warranty in circumstances where: (a) the Customer failed to report the defect to CME within the warranty period, (b) the Customer failed to report the defect to CME within a reasonable period from when the Customer noticed or should have noticed the defect, (c) the failure or damage is due to misapplication, lack of proper maintenance abuse or improper use of the CME Product , (d) the failure or damage is due to installation of the CME Product (where the installation was not performed by a CME authorized distributor or re-seller, (e) the failure or damage is due to abnormal conditions of temperature, moisture, dirt or corrosive matter, etc., (f) the failure due is to CME Product being operated, either intentional or otherwise in an improper manner, (g) the failure or damage is due to the CME Product being altered by anyone other than an authorized representative of CME, (h) the failure or damage is due to the Customer using with, or applying to, the CME Product products, services or items made or supplied by third parties.
CME shall not be liable for any expenses incurred by the Customer in an attempt to correct any allegedly defective CME Products.
The Customer acknowledges and agrees that CME has no special knowledge of the Customer's operation or requirements and the Customer agrees that the CME Products are purchased because of the independent determination by the Customer of their suitability for the Customer’s intended use.
Any products, services or items made or supplied by third parties are not covered by our limited warranty and such products, services or items should not be used or applied to CME Products and we are not responsible for malfunctions by or in such products, services or items.
SOME STATES OR JURISDICTIONS UNDER APPLICABLE CONSUMER LAWS PROVIDE THAT YOU ARE ENTITLED TO CHOOSE A REFUND OR REPLACEMENT FOR MAJOR FAILURES WITH GOODS. IF A FAILURE WITH THE GOODS OR A SERVICE DOES NOT AMOUNT TO A MAJOR FAILURE, YOU ARE ENTITLED TO HAVE THE FAILURE RECTIFIED IN A REASONABLE TIME. IF THIS IS NOT DONE, YOU ARE ENTITLED TO A REFUND FOR THE GOODS AND TO CANCEL THE CONTRACT FOR THE SERVICE AND OBTAIN A REFUND OF ANY UNUSED PORTION. YOU ARE ALSO ENTITLED TO BE COMPENSATED FOR ANY OTHER REASONABLY FORESEEABLE LOSS OR DAMAGE FROM A FAILURE IN THE GOODS OR SERVICE.
SUBJECT TO THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CME FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE CME SOFTWARE, CME MICROPROCESSORS AND THE CME PRODUCTS REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CME OR ITS AUTHORIZED RE-SELLERS OR DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE CME PRODUCTS TO THE EXTENT SUCH DAMAGES ARE NOT CAUSED BY WILFUL OR NEGLIGENT CONDUCT OF CME. CME'S TOTAL LIABILITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE PRICE PAID BY YOU FOR THE CME PRODUCTS GIVING RISE TO THE DIRECT DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
CME HOLDS THE BENEFIT OF THIS CLAUSE ON TRUST FOR ITS AUTHORIZED RE-SELLERS OR DISTRIBUTORS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL INDEMNIFY AND HOLD HARMLESS CME, ITS AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, DISTRIBUTORS, SUB-DISTRIBUTORS, CONTRACTORS, SUCCESSORS OR ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (EACH AN “INDEMNIFIED PARTY”), FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING LEGAL COSTS AND FEES ON AN INDEMNITY BASIS) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION BY A THIRD PARTY ARISING OUT OF OR INCIDENTAL TO YOUR ACTIONS OR FAILURE TO ACT UNDER OR RELATED TO THIS AGREEMENT.
CME HOLDS THE BENEFIT OF INDEMNITY IN THIS CLAUSE ON TRUST FOR EACH INDEMNIFIED PARTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CME SHALL INDEMNIFY AND HOLD HARMLESS YOU, YOUR DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, SUCCESSORS OR ASSIGNS (EACH AN “CUSTOMER INDEMNIFIED PARTY”), FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS, LOSSES AND EXPENSES (INCLUDING LEGAL COSTS AND FEES ON AN INDEMNITY BASIS) ARISING FROM OR RELATED TO ANY CLAIM, DEMAND, COMPLAINT OR ACTION THAT THE CME PRODUCTS INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF THE THIRD PARTY OR ARISING OUT OF OR INCIDENT TO CME’S ACTIONS OR FAILURE TO ACT UNDER OR RELATED TO IT’S OBLIGATIONS UNDER THIS AGREEMENT.
THE CUSTOMER HOLDS THE BENEFIT OF INDEMNITY IN THIS CLAUSE ON TRUST FOR EACH CUTOMER INDEMNIFIED PARTY.
If Your headquarters are located in: (a) Europe, then this Agreement will be governed by and construed under the laws of Sweden. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the courts of Sweden and the Swedish courts for any claim related to this Agreement or the Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts; or (b) anywhere else in the world, then this Agreement will be governed by and construed under the laws of the Province of Ontario, Canada and each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario with respect to any disputes. In all cases, all disputes under this Agreement will be determined without giving effect to conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The Parties agree to attempt in good faith to resolve all disputes between them promptly and in an amicable manner. If the dispute is not resolved within thirty (30) days, the dispute, controversy or claim may be finally settled by arbitration in a mutually agreeable location and in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. All arbitrators will be required to have expertise in, or relevant to, the matters or issues which are the primary focus of the arbitration. All proceedings shall be conducted in the English language. The arbitration award shall be binding on the Parties.
To the extent that any provision of this Agreement is inconsistent with the competition or other laws of any jurisdiction applicable to the operation of this Agreement, or is declared by a court or other lawful authority of competent jurisdiction to be invalid, void, voidable, illegal or unenforceable, such provision must firstly be read down to the extent capable of being read down and not acted upon so as to give effect to the intent of the parties in so far as possible and you and CME will use respective best efforts to substitute a new provision of like economic intent and effect for the void, voidable, illegal, invalid or unenforceable provision, and if such provision is still void, voidable, illegal, invalid or unenforceable such provision shall be severed and deleted and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions.
Any waiver or relaxation by either party partly or wholly of any provision of or right under this Agreement: (a) is only valid if in writing and signed by that party; (b) applies to a particular occasion only; (c) is restricted to its written terms; (d) is not continuing nor of application generally unless expressed so to be; and (e) does not constitute a waiver or relaxation of any other term or condition.
Without limiting or excluding the Customer’s rights under any applicable law which cannot be excluded or carried by contract, this Agreement, any terms in the purchase order or CME invoice, the EULA, Terms of Use for access to the CME CONNECT Portal or Custom Portal between the parties constitute the entire agreement between CME and the Customer and supersedes all other prior agreements, whether oral or in writing.
Copyright © 2025 CME Group of Companies namely C.M.E. Blasting & Mining Equipment Ltd. and its affiliate Construction-Mining-Equipment AB (collectively " CME") – All rights reserved.
October 30, 2023