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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.

Honeywell Safety Products USA, Inc. 2015 U.S. Terms and Conditions of Sale

These terms and conditions of sale (“Terms and Conditions”) are effective January 1, 2015 and supersede all previous publications covering the Honeywell Safety Products (“Honeywell”, “seller”, “we”, “us” or “our” herein) industrial and retail personal protective equipment (including Footwear, Uvex Rx and Vision Screeners.) References to “Buyer”, “you” or “your” are to the purchasers of our Products. These Terms and Conditions contain the entire agreement between the parties with respect to the subject matter and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of these Terms and Conditions. Headings and Captions are for convenience of reference only and do not alter the meaning or interpretation of these Terms and Conditions.
Prices, terms and specifications are subject to change without notice. However, we will endeavor to give at least 30 days written notice of any changes. All US, Central and South American transactions will be charged in US funds.
1. PURCHASE ORDERS. All purchases hereunder are governed solely by the terms and conditions of this Terms and Conditions and all preprinted terms and conditions contained on purchase orders or agreements are excluded. Honeywell accepts Buyer’s purchase order, but acceptance is expressly made conditional on agreement by Buyer to Honeywell’s Terms and Conditions. Buyer agrees to Honeywell’s Terms and Conditions (including any inconsistencies between Buyer’s purchase order and this conditional acceptance), unless Buyer promptly provides written notice of objection to Honeywell. A valid purchase order number is required before processing, any purchase order received without one will be returned to the buyer. Purchase orders received prior to 3:00 PM EDT will be processed same day.
2. PRICING. All purchase orders with price deviations or promotional pricing require the appropriate promotion or deviation code. Any purchase orders which have price discrepancies, and also do not contain a promotion or price deviation code, will receive a price discrepancy notice from HSP customer care for resolution. Buyer will have 48 hours to provide an updated purchase order or acceptance of Honeywell pricing (in writing) or the purchase order line and/or purchase order will be cancelled. Please refer to the Honeywell Safety Products Price List, Pricing Portal (HSPPricing.com) or consult your Honeywell representative for your specific codes.
3. ADD-ONS TO EXISTING PO. Add-ons, or changes to quantities, will only be accepted, in writing, within 24 hours of order placement provided that the order is open and not in a shipping status or closed.
4. DELIVERY TERMS. Delivery terms are EXW (Incoterms) Honeywell's facility. Honeywell will schedule delivery in accordance with its standard lead time unless Buyer’s Order requests a later delivery date; or Honeywell agrees in writing to an earlier delivery date. If Honeywell prepays charges for transportation or any special routing, packing, labelling, handling or insurance requested by Buyer, Buyer will reimburse Honeywell upon receipt of an invoice for those charges. Title will pass to Buyer upon delivery. Honeywell reserves the right to ship orders earlier than scheduled delivery dates. Early shipments will be processed using the same method and carrier identified in the order. Buyer may Opt‐Out of this Early Delivery by sending a written Opt‐Out request to the attention of the Customer Service Manager.
For orders valued at $2,500 or more representing a single shipment to a single destination within the 48 contiguous U.S. states, freight will be prepaid and absorbed via Honeywell selected overland routing. Special routing requests may incur additional charges. Buyers are required to contact Honeywell Customer Service directly regarding export freight policies. This freight prepaid policy excludes Miller Edge™, SkyGrip® horizontal lifeline systems, SkyOrb, ladder safety systems (ViGo™ or GlideLoc®), DuraHoist™ confined space equipment, temporary guard rail systems, permanent horizontal lifeline systems (eg Xenon and Shock Fusion), Vision Screeners, repairs and custom products.
5. DROP SHIPMENTS. Each drop shipment order is subject to the Minimum Order requirements. Drop shipments are allowed within the U.S. at a $200 order minimum. Each drop ship address requires a separate Purchase Order. This drop shipment policy excludes Eyelation, Uvex Rx and Vision Screeners.
6. MINIMUM ORDER. $200 net value. A charge of $35 will be assessed to all orders that do not meet the $200 minimum order value. This minimum order policy excludes Eyelation, Med Certs, Uvex Rx and repair part orders.
7. HAZARDOUS MATERIAL TRANSPORTATION CHARGES. When applicable, Hazardous Material Transportation charges will be prepaid and added to Buyer’s invoice.
8. ACKNOWLEDGEMENTS. Every attempt is made to meet requested delivery (buyer door) dates. However, if Honeywell cannot meet Buyer’s delivery (door) date, Honeywell will notify Buyer via fax, email, or postal mail.
9. LIMITATION ON UVEX SALES. Uvex® brand safety eyewear is offered for sale by Honeywell Safety Products exclusively in the Americas. Uvex brand safety eyewear, manufactured and sold by Honeywell, may not be sold outside of the Americas by any party. Honeywell hereby disclaims liability for any loss resulting from reshipment of any Uvex brand product to a location outside of the Americas. Buyer will indemnify Honeywell for any damages incurred as a result of Buyer’s re-shipment of any Uvex safety eyewear outside of the Americas.
10. CUSTOM PRINTING – PERSONALIZATION AND SPECIAL ORDERS. These purchase orders may not be cancelled once a purchase order has been issued to Honeywell. In the event of a cancellation of all or part of certain purchase orders, Buyer will be responsible for the full order. It will be shipped and billed accordingly. All customer orders will allow for quantity tolerance of +/- 5%. Buyer must verify with Honeywell customer service to ascertain if Buyer’s purchase order is of this type. Examples include, but are not limited:
• Imprinted Hard Hats, Eyewear or First Aid Kits and Custom Cylinders
• Specially manufactured and custom products including Traffic Vests, Clothing, Rainwear, Fall Protection Harnesses, and Self Contained Breathing Apparatus (Configured and Pre-configurerd)
11. PRODUCT CHANGES. Honeywell may, without notice to Buyer, incorporate changes to Products that do not alter form, fit, or function. Honeywell may, at its sole discretion, also make such changes to Products previously delivered to Buyer.
12. CANCELLATIONS. Cancellations can be made if an order is open; if product material has not been committed to at the factory or with a vendor; or if the order is not in a shipping status or closed. Honeywell does not accept cancellations for custom or specially manufactured products, or for non-stocked, extended lead-time products after buyer receives and accepts order confirmation. Cancellations cannot be accepted for Configured and Pre-configured Self contained Breathing Apparatus (SCBA) and Pressure Demand Supplied Air Respirators (PD-SAR).
13. TERMS OF PAYMENT. Payment is due 30 calendar days from date of invoice. Payments must be made in U.S. currency. If Buyer is delinquent in its payment obligation to Honeywell, Honeywell may upon notice to Buyer stop work and withhold future shipments until all delinquent amounts and late interest, if any, are paid. Additionally, Honeywell may at its option: i) repossess Products for which payment has not been made; ii) charge interest on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; iii) recover all costs of collection including, but not limited to, reasonable attorneys' fees; iv) combine any of the above rights and remedies as may be permitted by applicable law. These remedies are in addition to all other remedies available at law or in equity. This "Payments" clause will survive expiration or any termination of this Terms and Conditions. Honeywell may re-evaluate Buyer's credit standing at all times. If Honeywell reasonably determines in its sole discretion that Buyer fails to qualify for the above payment terms at any time, then Honeywell may without notice to Buyer modify or withdraw credit terms including, but not limited to, requiring advance payment, guarantees or other security.
14. TAXES. Honeywell’s pricing excludes all taxes (including but not limited to, sales, use, excise, value-added, and other similar taxes), duties and charges (collectively “Taxes”). Buyer will pay all Taxes resulting from these Terms and Conditions or Honeywell’s performance under these Terms and Conditions, whether imposed, levied, collected, withheld, or assessed now or later. If Honeywell is required to impose, levy, collect, withhold or assess any Taxes on any transaction under these Terms and Conditions, then in addition to the purchase price, Honeywell will invoice Buyer for Taxes unless at the time of order placement, Buyer furnishes Honeywell with an exemption certificate or other documentation sufficient to verify exemption from the Taxes.
In no event will Honeywell be liable for Taxes paid or payable by Buyer. This clause will survive expiration or any termination of these Terms and Conditions.
15. PACKING. If Honeywell is responsible for packing any items for shipment, Honeywell will pack such items in accordance with Honeywell's general packing instructions, suitable for air-ride vans only.
16. BUYER CAUSED DELAY. Honeywell is not liable for any delays or increased costs caused by delays in obtaining required Products or Services from Buyer or Buyer designated suppliers. If Buyer-caused delay occurs, and the delay is not Force Majeure related, then the price and other affected terms will be adjusted to reflect increased costs, delay, and other adverse impact suffered by Honeywell. If delivery of Products, Services, or other information necessary for performance of these Terms and Conditions is delayed due to conduct of Buyer or Buyer-designated supplier, then Honeywell may store Products at Buyer risk and expense and may charge Buyer for the delay.
17. FORCE MAJEURE. Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations due to any cause beyond the non-performing party's reasonable control. If the inability to perform continues for longer than 90 days, either party may
terminate this Terms and Conditions by providing written notice to the other party and Buyer will pay Honeywell for Products delivered and services performed prior to termination. Force majeure events may include, but are not limited to: (1) government embargoes, (2) blockades, (3) seizure or freeze of assets, (4) delays or refusals to grant an export license or the suspension or revocation thereof, (5) any other acts of any government that would limit the ability for contract performance, (6) fires, earthquakes, floods, severe weather conditions, (7) any other acts of God, (8) quarantines or regional medical crises, (9) labor strikes or lockouts, (10) riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), (11) shortages or inability to obtain materials or components and (12) inability or refusal by Buyer's directed third party suppliers to provide Honeywell parts, services, manuals, or other information necessary to the goods or services to be provided by Honeywell hereunder.
Order Adjustment. If a force majeure event causes a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing.
18. EXPORT COMPLIANCE. Buyer is responsible for compliance with all import and export control laws and regulations. Buyer must obtain at its sole cost and expense all import, export, and re-export approvals and licenses required for Products, transfers, services and technical data delivered and will retain documentation evidencing compliance with those laws and regulations.
Buyer may not sell, transfer, export or re-export any Honeywell Products, services or technical data for use in activities that involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Honeywell’s Products, services or technical data in any facility that engages in activities relating to such weapons or missiles. In addition, Honeywell’s Products, services or technical data may not be used in connection with any activity involving nuclear fission or fusion, or any use or handling of any nuclear material. Honeywell may approve the uses restricted in this Export Compliance clause if Buyer, at Buyer’s expense, provides Honeywell with insurance coverage, indemnities, and waivers of liability, recourse and subrogation acceptable to Honeywell.
19. INSPECTION AND ACCEPTANCE. Unless other acceptance criteria have been agreed to by the parties under this Terms and Conditions, Buyer will inspect Products within a reasonable period after delivery not to exceed 20 calendar days. Products will be presumed accepted unless Honeywell receives written notice of rejection explaining the basis for rejection within the same timeframe. Honeywell will have a reasonable opportunity to repair or replace rejected Products, at its option. Honeywell assumes shipping costs in an amount not to exceed normal surface shipping charges to Honeywell's designated facility for the return of properly rejected Products. Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Products in transit. If Honeywell reasonably determines that rejection was improper, Buyer will be responsible for all expenses caused by the improper rejection.
20. LIMITED WARRANTY. Except for any warranty for a particular product or part specifically stated in our product literature, we warrant all goods sold under this Terms and Conditions against defects in materials and workmanship for one year from shipment (except for first-aid products which are warranted until the expiration date shown on the packaging). In the event of such defects, we will, at our sole option and as your exclusive remedy, repair or replace the defective product without charge, or refund the price you have paid. In order for this limited warranty to be effective, you must notify us within 20 days of discovery of the defect. You must return the defective product to us within the warranty period, properly packaged and with insurance and transportation costs prepaid. We will reship the product to you at our expense in the United States.
No changes to Honeywell published specifications will be valid without Honeywell written consent.
This limited warranty does not cover defects which we determine are because of accident, alteration, modification, negligence, misuse, abuse, failure to perform adequate maintenance, normal wear and tear and normal maintenance, as more fully set forth herein.
This limited warranty does not extend: (1) to any Product determined by Honeywell to have been used after having arrested a fall or to have suffered any accident, alteration, misuse, abuse or servicing with parts not approved by Honeywell; (2) to Products subjected to temperature or humidity in excess of explicit specific storage and shipping conditions; and (3) to any first-aid Product that complied with applicable FDA regulations during the warranty period.
Honeywell will not be liable if the Product has been exposed or subjected to any:
a) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use which is improper or otherwise not in compliance with Honeywell’s instructions;
b) alteration, modification or repair by anyone other than Honeywell or those specifically authorized by Honeywell;
c) accident, contamination, foreign object damage, abuse, neglect or negligence after shipment to Buyer;
d) damage caused by failure of any Honeywell-supplied Products not under warranty or by any hardware or software not supplied by Honeywell;
e) use of counterfeit or replacement parts that are neither manufactured nor approved by Honeywell for use in Honeywell’s manufactured Products; or
f) a Product which is normally consumed in operation or which has a normal life inherently shorter than the foregoing warranty period including, but not limited to, consumables (e.g.flashtubes, lamps, batteries, storage capacitors).
The term of this limited warranty shall be one year from the date of purchase by the initial end user, except for first-aid products, until the expiration date shown on the packaging. This limited warranty may not be varied or extended except by an authorized representative of Honeywell, in writing.
Honeywell, at its discretion, will either (1) repair or replace any defective part at our expense, or (2) refund the purchase price to Buyer. Buyer must examine the Product upon receipt and promptly notify us if any item is damaged or missing. Honeywell will not consider claims for damaged or missing items made more than thirty (30) calendar days after the date of purchase by the initial end user. To maintain this limited warranty, the Buyer must perform maintenance and inspections prescribed in the User's Instructions which shall include prompt replacement or repair of defective parts, and the replacement of parts per the maintenance schedule as prescribed in the User's Instructions. Prior to return shipment, contact Honeywell Customer Service at 1-800-430-4110, 1-800-682-0839 or 1-800-821-7236 to obtain a return goods authorization (RGA) or Returned Materials Authorization (RMA) number. Returns must be accompanied with approved, written authorization and clearly be marked with the RGA/RMA number on the shipping container(s). All Products must be cleaned and decontaminated prior to return shipment and must be shipped prepaid at Buyer’s expense.
FOR "CONSUMER PRODUCTS" (AS THAT TERM IS DEFINED IN THE MAGNUSON-MOSS WARRANTY – FEDERAL TRADE COMMISSION IMPROVEMENT ACT, 15 U.S.C. §§ 2301 ET SEQ.), HONEYWELL HEREBY LIMITS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TO THE TERM OF THIS WRITTEN WARRANTY. FOR ALL OTHER PRODUCTS, HONEYWELL HEREBY ENTIRELY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED LIMITED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE. THIS IS THE ONLY WARRANTY THAT SHALL BE OF ANY FORCE AND EFFECT, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED IN THEIR ENTIRETY.
Other Conditions: If a Product is not in good working order as warranted, the sole and exclusive remedy will be repair or replacement or refund of the purchase price. This limitation applies to damages of any kind, including but not limited to direct or indirect damages or other special, incidental, exemplary or consequential damages, whether arising out of the use or inability to use the Product, even if Honeywell or any Honeywell authorized dealers have been advised of the possibility of the damages or any claim by any other party.
THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON HONEYWELL UNLESS SET FORTH IN WRITING AND SIGNED BY A HONEYWELL AUTHORIZED REPRESENTATIVE.
21. TECHNICAL ADVICE. Honeywell may furnish technical assistance, advice and other information to Buyer relating to the use of the Product. Honeywell has no obligation or liability for any technical assistance, advice or information it furnishes concerning the Product. Unless otherwise specifically agreed to in writing by Honeywell, all technical assistance, advice and information are given without warranty and are accepted by Buyer who assumes responsibility for any use.
22. INDEMNITIES AGAINST PATENT AND COPYRIGHT INFRINGEMENT. Honeywell will defend any suit against the Buyer arising out of any actual or alleged patent or copyright infringement of a valid United States patent or copyright, to the extent based on the Product as delivered by Honeywell, and indemnify for any final judgment assessed against Buyer resulting from the suit provided that Buyer notifies Honeywell at the time it is apprised of the third-party claim, and agrees to give sole and complete authority, information and assistance (at Honeywell’s expense) for the defense and disposition of the claim. Honeywell will not be responsible for any compromise or settlement made without Honeywell’s consent.
Honeywell will have no obligation or liability with respect to: (a) Products provided pursuant to Buyer's designs, drawings or manufacturing specifications; (b) Products used other than for their ordinary purpose; (c) claims of infringement resulting from combining any Product furnished under these Terms and Conditions with any article not furnished by Honeywell; (d) use of other than the latest version of software Product released by Honeywell; or (e) any modification of the Product other than a modification by Honeywell. Further, Buyer agrees to indemnify and defend Honeywell to the same extent and subject to the same restrictions as set forth above in Honeywell's obligations to Buyer for any suit against Honeywell based upon a claim of infringement resulting from (a), (b), (c), (d) or (e) of the preceding paragraph.
Because Honeywell has exclusive control of resolving infringement claims under these Terms and Conditions, in no event will Honeywell be liable for Buyer's attorney fees or costs. If a claim is made or if Honeywell believes that a claim is likely, Honeywell may, at its option, and at its expense, procure for Buyer the right to continue using the Product, replace or modify the Product so that it becomes non-infringing; or accept return of the Product or terminate Buyer’s license to use the infringing Product and grant Buyer a credit for the purchase price or license fee paid for that product, less a reasonable depreciation for use, damage, and obsolescence. Further, Honeywell may cease shipping infringing Products without being in breach of these Terms and Conditions.
Any liability of Honeywell under this provision is subject to the "Limitations of Liability" provision of these Terms and Conditions. This provision states the parties’ entire liability, sole recourse and their exclusive remedies with respect to infringement. All other warranties against infringement of any intellectual property rights, statutory, express or implied are hereby disclaimed.
23. RETURNS. Authorization for return of merchandise must be obtained in writing. Returned materials must be identified with a Returned Materials Authorization (RMA) number provided by Honeywell Customer Service. The RGA/RMA number must be clearly marked on all packages. A restocking charge of 20% will apply on all material accepted for credit provided such goods are unused and in saleable condition, in standard Honeywell-order multiple quantities and have been shipped within the past 12 months. Returned materials not deemed saleable, at the sole discretion of Honeywell, will be disposed of or returned at Buyer’s expense and no credit will be issued. Expiration-dated product, custom material and discontinued items are non-returnable for credit, with exceptions noted below. RMAs are valid for 60 days from the date of issue. Materials returned without such authorization will be disposed of or returned at Buyer’s expense, and no credit will be issued. The 20% restocking charge will be waived if accompanied by a replacement purchase order for the same or higher value than the return. All other return terms and conditions apply.
Products ordered in connection with natural disasters, pandemic or like situations may not be returned once shipped and billed.
Exceptions: (a) Non-Custom Cylinders for: Self Contained Breathing Apparatus (SCBA), Emergency Escape Apparatus (EBA) and Pressure Demand Supplied Air Respirators (PD-SAR) may be returned within 6 months of the manufacturing date marked on the cylinder; and (b) Stocked SCBA systems (555555, 777777, 888888) EBAs and PD-SAR systems may be returned within 30 Days of received date. No Returns will be accepted for First Aid, medical devices or Natural Health Products and/or any products with shelf life dating.
24. INDEMNIFICATION. Each party will indemnify, defend, and hold the other harmless against third party claims (including, without limitation, the parties’ employees) for personal injury, death or loss of or damage to property caused solely by its negligence in the performance of this Terms and Conditions. The indemnitor’s obligations under this section are conditioned on receiving prompt notice of a claim from the indemnitee. The indemnitor will be entitled exclusively to control the defense. At the indemnitor’s expense, the indemnitee will provide reasonable assistance in defense of the claim including, but not limited to, promptly furnishing the indemnitor with all relevant information within its possession or control. Because the indemnitor will provide the defense, the indemnitor will not be liable for any attorney fees or costs of indemnitee. The indemnitee may participate in the defense, but in no event will the indemnitor be liable for the indemnitee’s attorney fees or costs. The indemnitee may not enter into any settlement, assume any obligation or make any concession without the prior written approval of indemnitor, which approval may not be unreasonably withheld, conditioned or delayed. Liability under this "Indemnity" section is subject to the provisions of the "Limitations of Liability" section of these terms and conditions.
25. LIMITATION OF LIABILITY. IN NO EVENT WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. HONEYWELL'S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO CASE EXCEED THE LESSER OF THE AMOUNT PAID BY BUYER TO HONEYWELL OR THE CONTRACT PRICE FOR THE SPECIFIC PRODUCT OR SERVICE THAT GIVES RISE TO THE CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.
26. NOTICES. Every Notice between the parties relating to the performance or administration of this Terms and Conditions shall be made in writing.
27. SEVERABILITY. If any provision or portion of a provision of the Terms and Conditions is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected. The parties may agree to replace the stricken provision with a valid and enforceable provision.
28. WAIVER. The failure of either Party to enforce at any time any provision of the Terms and Conditions will not be construed to be a continuing waiver of those provisions.
29. SETOFF. Buyer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from Honeywell, its parent, affiliates, subsidiaries or other legal entities, business divisions or units.
30. APPLICABLE LAW AND FORUM. This Terms and Conditions will be governed by the laws of the State of New York and the United States of America, without regard to conflicts of law principles. Honeywell and Buyer expressly agree to exclude from this Terms and Conditions the United Nations Convention on Contracts for the International Sale of Products, 1980, and any successor thereto. The federal and/or state courts located within New York, New York will have exclusive jurisdiction to adjudicate any dispute arising out of or related to this Terms and Conditions.
31. TRADEMARKS. Buyer acknowledges the proprietary nature and exclusivity of Honeywell ownership of the trademarks associated with Honeywell’s products (“Trademarks”). Buyer acknowledges that it has no right, title, or interest in the Trademarks. If Buyer is an authorized distributor of Honeywell, Buyer may use the Trademarks solely for the purpose of identifying itself as an authorized distributor of Products and to identifying the Products as Honeywell’s Products. In the event that Buyer ceases to be an authorized distributor of Honeywell Products, Buyer shall cease any use of the Trademarks. Buyer shall not (i) directly or indirectly, including through any affiliate, produce, promote, advertise, distribute, sell or offer for sale, directly or indirectly, without prior written consent of Honeywell, any item anywhere that bears a trademark, or trade dress that may infringe Honeywell’s intellectual property interest in, or otherwise may, in Honeywell’s good faith determination, create confusion with the Trademarks. Furthermore, Buyer shall not use Trademarks in any manner likely to diminish their commercial value or make any representation to the effect that the Trademarks are owned by Buyer rather than Honeywell or challenge the validity of Honeywell’s ownership in the Trademarks.
32. ASSIGNMENT. Neither party will assign any rights or obligations under this Terms and Conditions without the advance written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. Either party may assign this Terms and Conditions in connection with the sale or transfer of all or substantially all of the assets of the business to which it pertains. Any attempt to assign or delegate in violation of this section will be void.
33. SURVIVAL. All provisions which by their meaning and intent would reasonably be assumed to survive the termination or expiration of this Terms and Conditions shall so survive.