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Buyer Terms Of Services
THIS IS A DRAFT DOCUMENT WHICH HAS NOT BE CORRECTED OR REVIEWED BY OUR PARALEGALS. IT MAY CONTAINS TYPOS.
[NTD: Please review these Buyer Terms of Services with our comments. One area to confirm is whether or not there is enough distinctions between the Manufacturer and the Buyer, or whether it is simply better to cover them together in the same agreement, by distinguishing between the Buyer and the Manufacturer, so it becomes a three way agreement as with the Buyer Requirements and the Additional Terms, it can easily be overridden. The main reason for keeping the agreement separated is that you can negotiate some "leeway" between the terms granted to the Buyer and the terms that are applicable with the Manufacturer for payment purposes. Since this includes the platform terms, this is longer than the Buyer TOS that you shared with us, but you will not have different agreements and you will not be integrating a copy for each RFQ, you will only have a link to an agreement that they already know and can expect prior for the Purchase Order. We've made many suggestions in the FAQs on how you can create awareness about the standard terms, and you should certainly explore these options in further details within the platform, and integrate many of the "outputs/inputs" of a contract within your end-to-end procurement process.]
These Buyer Terms of Services (including any Order Forms and Change Orders, the "Buyer Terms") are between the corporation which registers as a buyer through the Axya Platform, and which is identified in Order Form from time to time (the "Buyer") and Axya
Please read these Terms attentively prior for creating a manufacturer account on the Axya Platform. These Terms apply to your use of the Services as a Buyer. If you are entering in these Terms on behalf of the Manufacturer, you represent and warrant that you are authorized to bind the Manufacturer through these Terms.
"Additional Terms" is defined under Section 7 of these Buyer Terms.
"Applicable Laws" means any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgement, decree or other requirement of any federal, municipal, provincial, territorial or foreign government or one of its political subdivisions or of any arbitrator, court or tribunal of competent jurisdiction, which are applicable to these Terms, including the use of the Axya Platform by the Customer and the purchase of the Parts and Materials by the Buyer through the Axya Platform.
"Axya Platform" means the platform operated by Axya to connect Manufacturers with the Buyer as part of Transactions, the whole as described in the documentation from time to time.
"Axya Quote" means a quote issued by Axya to the Buyer for the purchase of the Parts and Materials from the Manufacturer by Axya, for the performance of the Payment Management Services. The Axya Quote is based on the Quote accepted by the Buyer, and includes the Transaction Fees. [NTD: How does the Buyer accept the Axya Quote?]
"BETA Services" means any version of the Services, including any functionality, that is made available to the Customer to try at its option and which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
"Buyer Requirements" means the requirements for an RFQ which are indicated by the Buyer in the RFQ, and which can override the remaining parts of the Terms. The Buyer Requirements may include different payment terms from those contained herein, or different requirements for the Parts and Materials Warranty (as defined below).
"Confidential Information" means any information of a party or another Member (the "Disclosing Party") that is or will be divulged to another party or another Member (the "Receiving Party") concerning the business, property, operations or finances of the Disclosing Party or its business, including exclusive information and trade secrets. Confidential information shall be indicated as such, or it shall be clear at the time of disclosure that the information is to be treated as confidential information depending on its nature or the context of the disclosure.
"Export Control Laws" means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any related regulations.
"Fees" means the Parts and Materials Charges, the Transaction Fees, and any taxes or other financial considerations which are due to the Manufacturer or to Axya in accordance with these Terms.
"Intellectual Property" means any intellectual property, including, without limitation, the works, inventions (patentable or non-patentable), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analyses, software, models, research and development information, technical information, prototypes, specifications, models, designs, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and all proprietary rights provided by the law on patents, copyright, trademarks law, the laws of industrial design, the law of semiconductor chips, or any other legal provision or principle of civil law or common law applicable to the protection of information or incorporeal rights, including trade secrets, which can confer a right over any of the foregoing, as well as all applications, registrations or other proof of rights in any of the aforementioned elements.
"Manufacturer Terms" means the Manufacturer Terms which each Manufacturer agrees upon when submitting a Quote in response to an RFP, and which are available at: [Insert URL for the Manufacturer Terms in the final version].
"Parts and Materials" means the goods and products procured by the Buyer as part of a Transaction through the Axya Platform.
"Parts and Materials Charges" means any costs, fees, expenses, delivery fees, shipping fees, duties and charges due for the Parts and Materials by the Buyer.
"Payment Management Services" means the payment management services which are provided to a Buyer after it selects a Manufacturer through the marketplace within the Axya Platform. [NTD: Do you have a more extensive definition or a more complete definition for the Payment Management Services? Alternatively, an URL to an online page is a good idea.]
"Purchase Order" means the Purchase Order issued by the Buyer to the Manufacturer, or by Axya on behalf of the Buyer, and which includes the Parts and Materials Charges, and any Buyer Requirements and Additional Terms, and which is issued in accordance with the agreement with the Manufacturer, including the Manufacturer's Quote.
"Quote" means a legally binding quote submitted by a Manufacturer in response to an RFQ submitted by the Buyer, through the marketplace on the Axya Platform. [NTD: Does Axya ever submit RFQs on behalf of the Buyer?]
"Services" means the Payment Management Services, the Axya Platform and the Technical Support Services, indiscriminately.
"Terms" means these Buyer Terms, the Manufacturer Terms, the Buyer Requirements and the Additional Terms, as applicable.
"Transaction" means the purchase of the Parts and Materials by the Buyer upon acceptance of a Quote submitted by the Manufacturer through the Axya Platform in response to an RFQ, regardless of whether or not the Buyer subscribed to the Payment Management Services for a Transaction.
"Transaction Agreement" means the Buyer Requirements, the Additional Terms and the Purchase Order along with any Terms applicable to the Transaction as between the Manufacturer and the Buyer.
"Transaction Fees" means the flat percentage which Axya invoices the Buyer in accordance with the Payment Management Services for each Transaction.
These Buyer Terms govern your access to, use of, and transactions made through the Axya Platform. The Axya Platform enables registered suppliers, vendors, distributors and manufacturers (the "Manufacturers") to sell the Parts and Materials to the Buyer for business, professional, manufacturing and industrial purposes, and to access and use a set of features, services, software, and applications intended for the same purposes. When subscribed to the Payment Management Services, Axya also handles the issuance of the Purchase Order, the collection of the Parts and Materials Charges, and the disbursement of the Parts and Materials Charges to the Manufacturer, in exchange for a Transaction Fee.
PROVISIONING OF THE SERVICES
The Buyer must create an account to use the Services, and provide information about its business and operations prior to being validated as a Member, allowing the Buyer to access the marketplace within the Axya Platform and create RFQ. The Buyer is then responsible for providing accesses to its End Users, and for removing such accesses when appropriate, such as when an End User reports to the Buyer that an account has been compromised. You also agree to contact us immediately in case your account is compromised. The Buyer is liable for all actions performed by its End Users on the Axya Platform, such as for any Parts and Materials which are ordered by an End User.
By creating a business account with us, you represent that (a) the individual acting on behalf of the Buyer has the authority to bind the Buyer; (b) the Buyer has all reisite right, power and authority to enter into, perform its obligations under, and grant the rights and authorizations under the Terms and (c) the Buyer is an Eligible Entity. "Eligibility Entities" means entities registered as corporations only. Individual consumers, governmental entities, non-for-profits and other types of organizations are not Eligible Entities, unless agreed upon in writing by Axya, in which case, the Buyer is responsible for informing Manufacturers of their legal status as part of the Buyer Requirements.
ACCEPTABLE USE OF THE AXYA PLATFORM
You hereby represent and warrant that, except with our express written authorization, neither you, nor your End Users, will use the Services in any manner:
that is prohibited by the Applicable Laws or by our policies reasonably made available to you from time to time, including these Terms.
that would interfere with the use or the enjoyment of our Services by other Members, including if such use results in constant and repeated automated requests for data other than that which is authorized by these Buyer Terms, and has an adverse effect on our systems or our network, including any abnormal use that overloads the servers or causes parts of our network to be blocked (for example, denial of service attacks or distributed denials of service attacks).
that uses the Services to create, transmit, distribute or store content which violates Intellectual Property, private life, publicity or any other personal rights of individuals, Export Control Laws, or that may otherwise be threatening, abusive, hateful, or that constitutes or encourages conduct which would be considered fraud, a criminal offense, or which is susceptible to give the right to civil liability.
that results in (A) the sharing of credentials, identifiers and passwords between End Users or between End Users and third parties and (B) the distribution, disclosure or unauthorized use or access of the Axya Platform in any form to or by unauthorized third parties (i.e. other than End Users), including through any timesharing service, service bureau, network or by any other means.
that implies the use of any robot, spider, scraper, deep-link, or any similar automated tool for collecting and extracting data, programs, algorithms or methodology to access, acquire, copy or monitor services or any part of the Services.
that involves the decompiling, dissembling or any other form of reverse engineering or attempting to reconstruct or discover of source code or ideas or algorithms, of one of the underlying services of the technology by any possible method.
that involves penetrating our security, such as by posting or transmitting any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive characteristic, by interfering with the proper functioning of the services, by manipulating credentials to disguise the origin of any content that was transmitted or uploaded to the services, or the source of any content.
(collectively, the "Abuses").
Confidential information does not include information which the Receiving Party can prove: (i) is readily available to the public in the same form through no fault of the Disclosing Party; (ii) does not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restriction on disclosure, or (iii) does not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to its disclosure to the Receiving Party by the Disclosing Party.
The Receiving Party acknowledges and agrees that Confidential Information is exclusive information of the Disclosing Party and may constitute Intellectual property of the Disclosing Party, whether or not part of the information is protected by valid copyrights or patents. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes stated in this Terms and protects this Confidential Information with at least the same level of care and confidentiality as the Receiving Party uses for its own Confidential Information.
The Receiving Party shall take all reasonable measures needed to ensure that the Confidential Information of the Disclosing Party is not made available or divulged to a third party by it or any of its representatives, except (i) if the Applicable Laws require it including a valid court order, (ii) with the prior written consent of the Disclosing Party; (iii) as permitted or reasonably inferred from these Terms; or (iv) if the disclosure is made to a legal counsel, an auditor or as reasonably required for the administration of a legal entity. The Receiving Party shall exercise reasonable diligence to ensure that its Representatives are subject to the same obligations as itself.
The Receiving Party shall not make copies or reproduce the Disclosing Party's Confidential Information (on any medium whatsoever), except as may be necessary for the purposes of these Terms (including backups and business continuity).
In the event of the termination of these Terms for any reason whatsoever, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy this Confidential Information, at the discretion of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to retain copies that are required to comply with the Applicable Laws, for its business records or for the continuation of its activities, in which case, the Receiving Party must maintain the confidentiality and the Integrity of the Confidential Information for as long as it is under the Receiving Party's guard, and securely delete it as soon as reasonably possible..
As between the parties, each party remains at all times the exclusive owner of all rights, titles and interests in its Intellectual Property, including its Confidential Information. You agree that the foregoing statement applies to the Intellectual Property and Confidential Information of other Members that you may process or otherwise access in relation to your use of the Axya Platform, or otherwise in connection with these Terms.
Notwithstanding any statement to the contrary, we remain the exclusive owner of the suggestions, requests for improvement, recommendations or other commentaries you provide to us regarding our Services as long as they relate to such Services (the "Feedback"). You waive any moral rights in the foregoing, and you hereby assign to us, without limitation of any kind, all your rights, titles and interests in these elements, under these Terms, Axya accepting this assignment.
At our reasonable requests, you will complete and execute all necessary documents and take such other actions as we or other Members may reasonably require to assist us in acquiring, developing and maintaining Intellectual Property and Confidential Information in accordance with these Terms.
REQUESTS FOR QUOTES
The Buyer generates RFQs and identifies the Buyer Requirements which may include technical specifications, additional requirements and deviations from the Buyer Terms. The Buyer Requirements prevail over the remaining parts of the Terms in case of a conflict, to the extent that they are agreed upon by the Manufacturer through the issuance of a Quote.
THE BUYER AGREES AND UNDERSTANDS THAT THE BUYER TERMS APPLY BY DEFAULT TO ANY TRANSACTION, UNLESS SUPPLEMENTED BY THE BUYER REQUIREMENTS ACCEPTED BY THE MANUFACTURER THROUGH A QUOTE.
Each Quote is valid for the duration of time indicated in each Quote by the Manufacturer, or if none is indicated, the Quote is valid during 30 days from the date of quotation. The Manufacturer keeps its rights to change the Parts and Materials Charges and any delivery times until the Buyer agrees to the Quote, but only to the extent that external circumstances justify such changes, in which case, the Manufacturer must modify the Quote and notify the Buyer. Once the Buyer has accepted a Quote, subsequent modifications may only be done in accordance with the Change Control Procedure set forth below.
The Buyer agrees that the Quote, including any related pictures, designs, calculations and other documents and related rights are the property of the Manufacturer, and that the Quote constitutes Confidential Information of the Manufacturer.
Unless indicated otherwise, the Parts and Materials Charges set forth in a Quote exclude any applicable taxes and duty, and the Parts and Materials Charges are based on exchange rates on the Quote date, unless otherwise mentioned.
The Buyer and the Manufacturer may also negotiate additional terms and conditions from those in the Buyer Requirements, such as if the Manufacturer as indicated in a Quote any deviations from the Buyer Requirements or the Buyer Terms which are applicable to the Quote (the "Additional Terms"). The Additional Terms prevail over the Buyer Requirements Axya is not involved in the negotiation of any Additional Terms. The Additional Terms are at the discretion of the Manufacturer and the Buyer.
For the avoidance of doubts, Axya is not part of the Transaction Agreement which is between the Buyer and the Manufacturer, except as set forth under the Payment Management Services. The Buyer is a third party beneficiary to the Manufacturer Terms, and is responsible for enforcing the Manufacturer Terms against the Manufacturers in case of a breach of the Buyer Terms, unless agreed otherwise by Axya. Axya flows downs directly to the Buyer the Parts and Materials Warranty, and the Buyer may exercise its rights directly with the Manufacturer. [NTD: These aspects have to be discussed: this is the best scenario to reduce your liability so that you don't have to litigate on their behalf.]
Axya will deploy commercially reasonable efforts to conduct pre-screening of the Manufacturers prior for providing the Manufacturers with access to the marketplace within the Axya Platform. Notwithstanding the foregoing, the Services do not include any Vendor Due Diligence, nor do they include any vendor selection services. The Buyer is solely responsible for issuing RFQs to Manufacturers through the Axya Platform, and for selecting Manufacturers following the issuance of the RFQs, including validating compliance with Applicable Laws and the Buyer Requirements. [NTD: Axya to confirm.]
PROCUREMENT OF PARTS AND MATERIALS
A contract is created between the Buyer and the Manufacturer upon the issuance of a Purchase Order corresponding to the RFQ, including any Buyer Requirements and Additional Terms, unless such Purchase Order is issued after a Quote ceases to be binding and valid, in which case, the Manufacturer may refuse the Purchase Order in writing within 5 business days of receiving such Quote. If the Purchase Order does not correspond to the Quote, and any Additional Terms (documented in writing by the Parties), the Purchase Order is not valid until accepted by the Manufacturer. [NTD: There are rules as to when and how contracts are created which the platform will need to be able to mimic for legal purposes. Among other things, once a Quote is issued that corresponds to a RFQ, and this Quote is accepted, then a contract is created. However, if there are modifications through negotiations, there has to be a way to document these in the RFQ and have them validated by both Parties through a workflow so that Axya can actually generate an accurate Purchase Order, otherwise, it isn't really a contract.]
The Buyer is solely responsible for generating a Purchase Order which accurately reflects the Quote along with any Additional Terms, including by verifying that the Parts and Materials are adequately identified. Axya is not responsible for verifying whether the Purchase Order generated by Axya, including for its adequacy against the RFQ. Axya does not provide any legal advice on the content of Purchase Order, including Additional Terms.
If the Buyer is subscribed to the Payment Management Services, the Purchase Order is generated by Axya through the Axya Platform, on behalf of the Buyer.
BUYER PAYMENT TERMS
Parts and Materials Charges. If the Buyer agrees to purchase Parts and Materials through the Axya Platform, the purchase of these Parts and Materials will be, in important of priority: (1) any Additional Terms negotiated between the Parties and included in the Purchase Order; (2) the payment terms indicated in the Buyer Requirements; (3) the payment terms set forth in herein, regardless of whether such Parts and Materials are purchased from the Manufacturer directly, or by Axya on behalf of the Buyer as part of the Payment Management Services, [NTD: See comments, i.e. is it an invoice from Axya, or an invoice from the Buyer, and Axya is assigned the rights to enforce and collect payments on behalf of the Buyer?] unless the Manufacturer and the Buyer agree otherwise through the Buyer Requirements' acceptance or any Additional Terms included in a Purchase Order. The Parts and Materials Charges shall be in the Purchase Order, along with any Additional Terms regarding the payment of such Charges. Payment for all purchases of Parts and Materials is due upon shipment on the date indicated in the Purchase Order. All Transaction Fees are due with the first payment of the Parts and Materials Charges. The Transaction Fees are paid to Axya, and are not paid to the Manufacturer.
Payment Terms. The Buyer agrees to pay for the Fees in accordance with the Purchase Order, and unless stated otherwise, within 30 days of the invoice date for such Fees, which shall be issued by the Manufacturer upon reception of the Purchase Order. Unless indicated otherwise, all Fees will be paid in Canadian Dollars by wire transfer at the banking account identified in an invoice or a Purchase Order. [NTD: Please validate the default currency: a suggestion would be to have a specific place to override this.]
Late Payment. If the Buyer is late in the payment of the Fees, the Buyer agrees to pay for interests corresponding to 1.5% monthly, or 18% annually, on any such late Fees, unless such late Fees are disputed in accordance with the Dispute Resolution Procedure set forth below. If the Buyer has not paid for such Fees, within 60 days from the invoice date, and unless different terms have been agreed upon, the Buyer will be responsible for any collection costs, expenses and fees, including reasonable attorneys' fees.
Right to set-off, compensation. If the amount payable to the Manufacturer and received by Axya hereunder is insufficient to pay the outstanding Parts and Materials Charges on any day and/or any other amount due or payable by the Buyer pursuant to the Terms, the Manufacturer or Axya will be entitled to: (a) set off and deduct the outstanding amount in whole or in part from any payment due from the Buyer to the Manufacturer or Axya, respectively; and/or (b) debit the outstanding amount in whole or in part from the Buyers banking account for which the banking information has been communicated to the Manufacturer or Axya, respectively; and/or (c) deduct the outstanding amount in whole or in part from subsequent credits to the Buyer; and/or (d) claim from the Buyer the outstanding amount in whole or in part in accordance with the Terms.
Payment Diligence. Regardless of any independent verifications by Axya, and to the maximum extent permitted by Applicable Laws, the Buyer is solely responsible for making appropriate verifications to ensure that the payment to the Manufacturer is not in violation of Applicable Laws regarding anti-money laundering or otherwise constitutes a payment that is prohibited by Applicable Laws (the "AML Requirements"), and for verifying that the Transaction, including any related payments or sharing of technical information, complies with the Export Laws (as set forth below).
Taxes. If we are required to collect any taxes from you in accordance with Applicable Laws, or the administration thereof, you agree to pay these taxes in addition to the payment of the Fees (and any consideration payable under these Terms). If the Buyer benefits from an exemption from these applicable taxes, the Buyer must, instead of paying these applicable taxes to Axya, deliver the certificates, elections or other documents required by Applicable Laws to justify and effect the exemption requested by you to Axya. The Buyer will hold harmless, defend and indemnify Axya and its Representatives from any taxation claims made to Axya resulting from such exemptions.
Tax Deduction. The payor of the Fees (regardless of whether the payor is Axya, or the Buyer) shall make all payments under these Terms without any deduction or withholding for or on account of any tax (Tax Deduction), unless a tax deduction is required by the Applicable Laws. If a Tax Deduction is required by the Applicable Laws, then (i) if such Tax Deduction relates to a tax other than an income tax imposed on the payor's net income, the corresponding amount payable by the payor will be increased to the amount that, after any Tax Deduction required, would allow the payor to receive the amount that would have been received if no Tax Deduction were required; (ii) the payee must, as soon as it learns that it has to make a tax deduction (or that there is a change in the rate or basis of a tax deduction), inform the payor and (iii) the payee must remit the amount of the tax deduction to the competent tax authorities in due time. The payor and payee will use commercially reasonable efforts to mitigate, reduce or eliminate any tax deduction (including, but not limited to, taking advantage of any reduced tax rate provided for under any Applicable Laws for the avoidance of double taxation then in force).
Payment Management Services. If the Buyer is subscribed to the Payment Management Services, the Buyer will pay all Fees directly to Axya, in accordance with these Terms, and Axya will pay the Manufacturer for the Parts and Materials Charges in accordance with the Terms, including any Purchase Order agreed upon with the Manufacturer.
PAYMENT MANAGEMENT SERVICES
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF THE BUYER IS SUBSCRIBED TO THE PROCUREMENT MANAGEMENT SERVICES, THE BUYER HEREBY AUTHORIZES AND MANDATES AXYA TO PROCURE THE PARTS AND MATERIALS ON ITS BEHALF, IN ACCORDANCE WITH A PURCHASE ORDER ISSUED BY AXYA ON BEHALF OF THE BUYER, AND THE BUYER HEREBY ASSIGNS TO AXYA ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT REGARDING THE PROCUREMENT OF THE PARTS AND MATERIALS, INCLUDING THE COLLECTION AND PAYMENT OF THE PARTS AND MATERIALS.
The Buyer agrees and understands that the Payment Management Services may not be available for each Transaction, and Axya may refuse to provide Payment Management Services on any Transaction, at its sole discretion. Without limiting the generality of the foregoing, you agree and understand that the Payment Management Services are currently available within Canada only.
Notwithstanding anything to the contrary, if the Buyer is subscribed to the Payment Management Services, Axya will issue the Purchase Order on behalf of the Buyer through the Axya Platform [NTD: Are you sure that you are issuing this in your name, and not in the name of the Buyer, but managing on their behalf the collection?], and the Buyer is responsible for communicating the Additional Terms to Axya to ensure that the Purchase Order issued by Axya, on behalf of the Buyer, includes such Additional Terms. [NTD: See above comments.] The Buyer must review the Purchase Order to ensure that (a) is an accurate reflection of the Parts and Materials that have been requested, and any other information required in the Purchase Order and (b) that the Purchase Order reflects the Additional Terms agreed upon with the Manufacturer. For each Transaction subject to the Payment Management Services, Axya will collect the Parts and Materials Charges identified in the Purchase Order from the Buyer and remit such Parts and Materials Charges to the Buyer in accordance with the Purchase Order, including any payment terms agreed upon by the Buyer and the Manufacturer through the Buyer Requirements or the Additional Terms. Except as set forth in the Buyer Terms, neither party may bind the other party to additional terms and conditions, warranties, representations or obligations without the prior written consent of the other party, and neither the Buyer Requirements nor the Additional Terms may bind Axya nor its Representatives. For the avoidance of doubts, Axya is not obligated to comply with the Buyer Requirements and Additional Terms except as required to perform the Payment Management Services. Axya may refuse to perform the Payment Management Services at its sole reasonable discretion, such as if the payment terms requested by the Buyer are unreasonable, or if the Transaction is not eligible, as determined from time to time.
NEITHER AXYA NOR THE AXYA REPRESENTATIVES (AS DEFINED BELOW) WILL BE LIABLE IF IT IS UNABLE TO CARRY OUT ITS DUTIES AND OBLIGATIONS WITH REGARDS TO THE PAYMENT MANAGEMENT SERVICES DUE TO ANY BREACH BY ANY PERSON, SUCH AS THE MANUFACTURER OR THE BUYER, OF ITS OBLIGATIONS UNDER THESE TERMS OR ANY FAILURE OF RECEIPT OF ANY NECESSARY INSTRUCTIONS, NOTICES, DOCUMENTS OR INFORMATION FROM ANY PARTY OR ANY SITUATION NOT WITHIN ITS CONTROL. AXYA AND ITS REPRESENTATIVES' ONLY LIABILITY FOR THE PAYMENT MANAGEMENT SERVICES WILL BE LIMITED TO AXYA'S FRAUD, NEGLIGENCE OR WILFUL MISCONDUCT, UNLESS SET FORTH OTHERWISE IN APPLICABLE LAWS.
[NTD: If there is no payment or the payment is delayed, this contract allows you, or the Manufacturer, to enforce the collection against the Buyer. However, it's unclear to me in this context why would the Buyer pay for the Payment Management Services, as opposed to a Manufacturer who may be more interested in having you collect the fees from the Buyer?]
DELIVERY; SHIPPING
[NTD: There are 13 different terms recognized in Incoterms for shipping and delivery. One option could be for the Buyer to indicate its preferred delivery terms and for the Manufacturer to confirm, or to respond with its standard delivery terms, and then the parties can negotiate if they want to. This could be automated in the platform in a delivery section. See this article for more information on the Incoterms.]
Unless agreed otherwise in a Purchase Order (such as through the Buyer Requirements or Additional Terms), any delivery and shipping within Canada are subject to DDP Incoterms 2010. This means that the Manufacturer fulfills the obligation to deliver when it has made the Parts and Materials have been made available at the named place in the Purchase Order. The Manufacturer has to bear the risks and costs, including duties, taxes and other charges of delivering the Parts and Materials to the Buyer, clear for importation when applicable. The Parts and Materials Charges must include all duties, taxes and other charges.
The Manufacturer is responsible for delivering the Parts and Materials based on the Purchase Order, including any agreed-upon times for delivery as documented in the Purchase Order (the "Delivery Schedule"). Unless agreed otherwise in a Purchase Order (such as through the Buyer Requirements or Additional Terms), if the Manufacturer cannot deliver the Parts and Materials within the Delivery Schedule, the Manufacturer is responsible for providing the Buyer with a notice without undue delays. If the Delivery Schedule is delayed of more than 15 days and such delay, which isn't caused by a Force Majeure (as defined below), would cause substantial costs or harm to the Buyer, the Manufacturer will, at the Buyer's reasonable discretion: (a) cancel the Purchase Order and reimburse the Buyer for the Parts and Materials Charges, and in which case, the Manufacturer will return the Parts and Materials to the Buyer upon reception, if received after reimbursement or (b) the Manufacturer will offer a discount to the Buyer corresponding to 2% of the Parts and Materials Charges for each day that the Parts and Materials is being the Delivery Schedule after this 15 days. The Manufacturer will not be obliged to pay any penalties or liquidated damages due to this delay except as set forth herein. [NTD: This is intended to be a failover so that there are some standards in the Axya Platform, and then the Buyers can decide to deviate from this through either the Buyer Requirements, or subsequently upon negotiation with the Manufacturer in the Additional Terms agreed upon. If they don't, then the terms apply by default.]
Unless otherwise agreed in a Purchase Order, the Delivery Schedule begins at the latest of (a) 5 days after the Purchase Order is issued; (b) the date at which all licenses and governments authorization, including under Export Laws (as defined below), are obtained; (c) on the date at which the payment of the Parts and Materials is received by the Manufacturer, if indicated as a condition in the Purchase Order; (d) on the date at which the Manufacturer receives the requested technical information required to ship the Parts and Materials or (e) on the date at which the Parts and Materials are produced and ready for shipment if the Manufacturer and Buyer agreed to a delay for the production of the Parts and Materials.
The liability of risk is passed to the Buyer when the Parts and Materials are delivered to the Buyer or a transport company in accordance with a Purchase Order. If the delivery cannot be completed due to the Buyer's fault, such as if the Buyer is not available to receive the delivery at the time agreed upon, the liability of risk will be passed to the Buyer when the Manufacturer has fulfilled its part of the delivery.
PARTS AND MATERIALS
The Buyer agrees and understands that the Parts and Materials may be designed for, and only appropriate for, specialized uses; accordingly, the Buyer may only use them as intended by, and in compliance with all instructions provided by, the Manufacturer.
Unless the Buyer and the Manufacturer negotiate otherwise in the Buyer Requirements or Additional Terms, and to the maximum extent permitted by Applicable Laws, during a period of 12 months from the date at which the Parts and Materials are delivered (the "Warranty Period"), the Manufacturer warrants to the Buyer that the Parts and Materials will comply with the specifications agreed upon in the Purchase Order, represented in a Quote, or otherwise set forth in the technical documentation provided by the Manufacturer (the "Parts and Materials Warranty"). The Buyer is responsible for obtaining any additional Parts and Materials Warranty through the Buyer Requirements, or as part of Additional Terms.
The Parts and Materials Warranty is provided directly by the Manufacturer to the Buyer, and Axya is not liable or otherwise responsible for exercising any claims regarding the Parts and Materials Warranty (each a "Warranty Claim"). Notwithstanding the foregoing, Axya may, in its sole discretion, enforce any such Warranty Claim against the Manufacturer on behalf of the Buyer, including or not as part of the Payment Procurement Services. [NTD: This is an area of distinction with the Manufacturer Terms, where Axya can enforce all the warranties, and also receives a direct warranty in addition to the one which the Manufacturer]
Upon receiving the Parts and Materials, the Buyer is responsible for validating that the Parts and Materials are in accordance with: (a) the Parts and Materials Warranty; (b) the RFQ, including with regards to the quality of the Parts and Materials; (c) the specifications, needs and agreement with the Manufacturer and (d) any Additional Terms.
In case of a breach of the Parts and Materials Warranty by the Manufacturer, and unless indicated otherwise in a Purchase Order, the Manufacturer will, at the Buyer's reasonable discretion and at no additional charges to the Buyer, (a) repair the Parts and Materials so that it complies with the Parts and Materials Warranty; (b) provide the Buyer will substantially similar Parts and Materials Warranty; (c) reimburse the Buyer for the Parts and Materials or (d) provide a discount to the Buyer for the Parts and Materials, which shall be reasonable and proportional to the non-compliance. Any return of the Parts and Materials for a breach of the Parts and Materials Warranty by the Manufacturer.
Unless indicated in a Purchase Order and as set forth herein, the sale is final, non-reimbursable and non-cancellable. Notwithstanding the foregoing, the Manufacturer may accept returns of the Parts and Materials in accordance with the Manufacturer's terms and conditions as part of any Additional Terms.
If the Buyer decides to make any modifications to a Purchase Order which has been issued to a Manufacturer, the Buyer is responsible for contacting the Manufacturer to obtain a change order which details any changes to the Purchase Order (each a "Change Order"). The Change Order will prevail over the Purchase Order, and any Additional Terms or Buyer Requirements, unless the Manufacturer and Buyer specifically agreed to deviations from the Additional Terms or the Buyer Requirements. [NTD: For Payment Management Services, will Axya be doing this for the Buyer? Is there a limit to the number of changes that you will handle, and do the transaction fees apply to the change orders as well? Is there a way to handle change management in the platform?]
The Buyer represents and warrants that:
The RFQs created through the Axya Platform, along with any Additional Terms and Buyer Requirements, are in compliance with Applicable Laws.
The Buyer is legally authorized to order the Parts and Materials through the Axya Platform, including that the export and import of the Parts and Materials, including any related technical information, are not in violation of Export Control Laws.
The Buyer's purchase of the Parts and Materials and subsequent payment is not in violation of the AML Requirements.
The Buyer's use of the Parts and Materials will be in accordance with the Manufacturer's reasonable instructions and documentation.
Axya represents and warrants that the Services will be performed in good faith, in a professional and workmanlike manner, substantially in accordance with the Terms. Axya will comply with the Buyer's reasonable instructions as part of the Payment Management Services, including payment terms agreed upon, and will disburse the Parts and Materials Charges in accordance with such documented instructions.
You agree that we can suspend your access and use of the Services, or parts thereof, (a) in case of a violation of Applicable Laws; (b) you or your End Users commit or attempt to commit an Abuse; (c) as necessary to protect our infrastructures and other Members (a "Suspension"); (d) Axya or the Manufacturer determines that the Transaction is unlawful, such that it constitutes a breach of Export Laws, Anti-Bribery Laws or AML Requirements; (e) if the Buyer is more than 60 days late in the payment of the Fees. Each Suspension shall be the minimum extent possible to resolve the circumstances which gave rise to such Suspension. In addition to the foregoing, the Manufacturer may suspend the provision of the Parts and Materials until the payment of the Parts and Materials Charges is received if indicated in a Purchase Order.
EVEN IF AXYA PERFORMS INDEPENDENT VALIDATION OF THE BUYER ON THE AXYA PLATFORM, NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, (A) YOU AGREE AND UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY VENDOR SELECTION THROUGH AN INITIAL RFQ OR FOR ANY VENDOR DUE DILIGENCE PRIOR FOR SELECTING A QUOTE (OR PRE-SELECTING IF THE BUYER IS SUBSCRIBED TO THE PAYMENT PROCUREMENT SERVICES; AND (B) YOU AGREE AND UNDERSTAND THAT NEITHER AXYA NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR OFFICERS (THE "AXYA REPRESENTATIVES") NOT BE LIABLE FOR ANY CLAIMS, PENALTIES, FINES, LIQUIDATED DAMAGES, INTERESTS, ALLEGATIONS, LOSSES, DAMAGES, CLAIMS, COSTS OR EXPENSES (THE "LOSSES") RESULTING FROM THE PROCUREMENT OF THE PARTS AND MATERIALS, EXCEPT IF SPECIFICALLY AGREED UPON IN THESE TERMS OR AN ORDER FORM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF THE BUYER IS NOT SUBSCRIBED TO THE PAYMENT MANAGEMENT SERVICES, NEITHER AXYA NOR THE AXYA REPRESENTATIVES WILL HAVE ANY LIABILITY WHATSOEVER WITH REGARDS TO THE PAYMENT OF THE PARTS AND MATERIALS, PROCUREMENT OR TRANSACTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER AXYA NOR THE AXYA REPRESENTATIVES ARE RESPONSIBLE OR LIABLE FOR ANY DELAYS IN RECEIVING OR FAILURE TO RECEIVE THE PARTS AND MATERIALS CHARGES FROM THE BUYER IN BREACH OF THE TERMS, INCLUDING ANY INTERESTS AND PENALTIES IMPOSED BY THE MANUFACTURER AS A RESULT OF SUCH DELAY OR FAILURE. THE FOREGOING SHALL APPLY EVEN IF THE BUYER IS SUBSCRIBED TO THE PAYMENT MANAGEMENT SERVICES, AND THE BUYER IS SOLELY RESPONSIBLE FOR THE PAYMENTS OF SUCH INTERESTS AND PENALTIES.
NEITHER AXYA NEITHER ITS REPRESENTATIVES ARE RESPONSIBLE FOR THE USE OF THE PARTS AND MATERIALS BY THE BUYER OR OTHER THIRD PARTIES, AND THE BUYER IS RESPONSIBLE FOR FOLLOWING ANY MANUFACTURER'S INSTRUCTIONS AND DOCUMENTATIONS REGARDING THE USE OF THE PARTS AND MATERIALS.
EXCEPT AS PROVIDED IN THE TERMS, AND SUBJECT TO THE TERM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE MEMBERS, AXYA AND THE AXYA REPRESENTATIVE DO NOT WARRANT THAT THE SERVICES, THE PARTS AND MATERIALS, THE SHIPPING, THE TRANSACTION AGREEMENT AND ANY TECHNICAL INFORMATION WILL BE ERROR FREE OR UNINTERRUPTED OR FIT FOR A PARTICULAR PURPOSE. EXCEPT AS SET FORTH HEREIN AND SUBJECT TO APPLICABLE LAWS, THE MEMBERS, AXYA AND THE AXYA REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL IMPLIED OR EXPRESS WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS AND EXCEPT AS SET FORTH HEREIN, THE SERVICES, THE PARTS AND MATERIALS, THE SHIPPING, THE TRANSACTION AGREEMENT AND ANY TECHNICAL INFORMATION ARE PROVIDED AS IS, AS AVAILABLE AND WHERE IS. NO ORAL ADVICE, WRITTEN OR ELECTRONICALLY DELIVERED BY AXYA OR THE AXYA REPRESENTATIVES WILL CREATE ANY REPRESENTATION OR WARRANTY.
BETA SERVICES
If the Buyer is provided with the BETA Services are provided without warranty or representation of any kind, and Axya disclaims all warranties and representations, whether implied or express. The BETA Services are provided "as is", "as available" and "where is", at the Buyer's sole risks. There may be bugs and errors in the BETA Services, and you may be required to share Feedback. With regards to Beta Services, this section shall have precedence over the remaining Terms in case of conflict.
THIRD-PARTY BENEFICIARY
The Manufacturer is a third-party beneficiary of these Terms and can enforce these Buyer Terms against the Buyer in relation to a Transaction to which it is a party, including with regards to the receipt of the Parts and Materials Charges. [NTD: If we ultimately merge the Manufacturer TOS and Buyer TOS, this would be removed.]
MODIFICATIONS TO THE SERVICES AND TERMS
We reserve our right to change the Services upon written notice to the Buyer, except that such changes will not affect current Order Forms. We may also modify the Terms from time to time. If we modify the Terms: (a) such modifications will not apply to current Purchase Orders and issued RFQs; (b) we will provide you with a prior notice, through the Axya Platform or the email registered with your accounts, at least 30 days before these changes are effective and (c) we will update the Latest Update date above. If we provide you with a prior notice and you do not object to the changes to the Terms within 30 days, we will understand that you agree with these changes. We will also understand that you agree with these changes if you submit a new RFQ and validate the current Terms as applicable when issuing the RFQ.
TECHNICAL SUPPORT AND MAINTENANCE
Axya will provide reasonable TSS such as to allow the Buyer and its End Users to use the Axya Platform. The TSS are available through live chat and email at support@axya.co. If a request cannot be resolved through Level 1 initial support, a TSS ticket is created and prioritized based on its severity. Responses to TSS requests are provided between 9 AM and 5 PM ET, excluding any statutory holidays in the province of Quebec (the 'Business Hours"). During the Business Hours, Axya will acknowledge the reception of the request within 48 hours. Axya will provide reasonable follow-up for TSS tickets until resolution, including by providing a workaround where appropriate.
INFORMATION SECURITY AND OTHER SECURITY REQUIREMENTS
The Buyer is responsible for making all appropriate Vendor Due Diligence, including regarding information security, physical security, cybersecurity and other requirements which are proportional to the sensitivity of the technical information and other Confidential Information shared with the Manufacturer. The Buyer is also responsible for including any such contractual requirements in the Buyer Requirements. [NTD: The Manufacturer TOS includes more extensive requirements for the technical information that it receives through the platform.] Inversely, if the Buyer receives Confidential Information from the Manufacturer, the Buyer is responsible for implementing adequate technical and organizational measures to ensure the confidentiality, integrity and availability of such Confidential Information.
In case of an unauthorized access, use or disclosure of another party's Confidential Information in breach of these Terms, including a breach of confidentiality, integrity or availability which presents potential or actual risks to this party or its Confidential Information (each a "Security Breach"), the breached party will notify the affected party without undue delay, and at most, within 72 hours. The notification will contain enough information to allow the affected party to provide all required information, and the breached party will collaborate in good faith with the affected party to recover any Confidential Information or to mitigate the impacts of such Security Breach. The notification will occur using the contact information set forth in the Purchase Order unless agreed otherwise.
Each party to this Agreement will process Personal Data in accordance with Applicable Laws. Axya processes Personal Data in accordance with its Privacy Policy. [NTD: The Privacy Policy is also a document on our list of documents that must be completed.] We will use commercially reasonable efforts to assist you in responding to individual privacy requests from End Users. If we receive such requests regarding End Users, we will notify you without delay. Each party to these Buyer Terms accepts to cooperate in good faith when necessary to respond to these demands in compliance with the Applicable Laws, and to the extent necessary to comply with the Applicable Laws. If the General Data Protection Regulation ("GDPR") is applicable, Axya's Data Processing Agreement shall apply by default, and shall prevail over the Terms. [NTD: This is part of our list of documents to complete, and it would be available online through your website, so you would have an URL. This is very "template" so it's pretty quick to do after.] The Manufacturer is subject to the same obligations through the Manufacturer Terms, however, it is the Buyer's responsibility to validate that such terms and conditions regarding Personal Data are sufficient for the Buyer's exchange of Personal Data with the Manufacturer, and for including any additional terms in the Buyer Requirements.
You hereby agree to indemnify, defend and hold us (including the Axya Representatives) harmless from and against any third party claims, penalties, fines, costs, expenses (including reasonable attorneys' fees), actions, damages, losses or liabilities arising directly or indirectly out of, related to, or resulting from (A) your breach of Applicable Laws; (B) your breach of these Terms and (C) your gross negligence, fraud and willful misconduct.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AND EXCEPT IN THE CASE OF GROSS NEGLIGENCE, FRAUD AND WILFUL MISCONDUCT, NEITHER AXYA NOR THE AXYA REPRESENTATIVES WILL BE LIABLE TO THE BUYER AND THE BUYER REPRESENTATIVES (A) FOR ANY LOSSES OF PROFITS, SPECIAL, INDIRECT, INCIDENT, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN RELATION TO THE TERMS OR THE PERFORMANCE OF THE SERVICES, REGARDLESS IF IT HAS BEEN MADE AWARE OF THE POSSIBILITY OF OCCURRENCE OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH DAMAGES INCLUDE LOSS OF DATA, REPUTATIONAL DAMAGES, COSTS OF NOTIFICATION OR RETRIEVAL OF DATA, AND LOSS OF BUSINESS AND OPPORTUNITIES AND (B) ANY DIRECT DAMAGES ARISING OUT OR IN CONNECTION WITH THE TERMS, TRANSACTION AND PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO THE GREATER OF THE VALUE OF THE TRANSACTION FEES PAID TO AXYA OVER THE LAST 12 MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY IF AXYA FAILS TO MAKE A PAYMENT TO A MANUFACTURER PURSUANT TO THE PAYMENT MANAGEMENT SERVICES, IN WHICH CASE, AXYA'S AGGREGATE LIABILITY WILL BE LIMITED TO THE PAYMENT OF THE PARTS AND MATERIALS CHARGES, INCLUDING ANY INTERESTS AND PENALTIES LEGALLY IMPOSED IN ACCORDANCE WITH THE TERMS, WHICH SHALL NOT EXCEED 15% OF THE VALUE OF THE PARTS AND MATERIALS CHARGES.
UNLESS INDICATED OTHERWISE IN A PURCHASE ORDER, THE MEMBERS' LIABILITY TO EACH OTHER WILL BE LIMITED TO THE VALUE OF THE PARTS AND MATERIALS CHARGES PAID BY THE BUYER TO THE MANUFACTURER.
THE LIMITS OF LIABILITY SET FORTH HEREIN ARE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, AND DO NOT INCLUDE DAMAGES RESULTING FROM ANY BODILY HARM, MORAL DAMAGES, GROSS NEGLIGENCE, FRAUD, WILFUL MISCONDUCT AND MATERIAL BREACHES OF APPLICABLE LAWS.
Neither the Buyer, nor the Manufacturer or Axya will be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence (a "Force Majeure").
Notwithstanding anything to the contrary, the parties agree and acknowledge that pandemics such as the circumstances caused by COVID-19 will be considered a Force Majeure even if known by the parties at the time of executing a Purchase Order, but only to the extent that the Force Majeure was not known at the time of executing a Purchase Order.
In the event of a Force Majeure, the affected party will advise the Buyer or Axya within 3 days. If the Manufacturer cannot deliver the Parts and Materials, or if such delivery is substantially delayed by the Force Majeure, and such delays cause material disagreements to the Buyer, the Buyer may cancel a Purchase Order upon writing notice, if the Force Majeure is not resolved within 5 days of receiving such notice. In the event of such cancellation, the Buyer will pay for the direct costs and expenses resulting from this termination, such as for any Fees which cannot be canceled, including the Transaction Fees, and the Manufacturer will provide to the Buyer any Parts and Materials which the Buyer pays for in accordance with the foregoing. In no event will Axya be responsible for a Manufacturer's Force Majeure, and the Buyer shall pay Axya for all Transaction Fees due, regardless of any cancellation due to a Force Majeure.
The Buyer is solely responsible for subscribing to appropriate insurance coverage for the purchase of the Parts and Materials, including where any delivery terms do not include insurance for the shipment of the Parts and Materials. The Buyer is also responsible for obtaining certificates of insurance demonstrating that each Manufacturer from whom it purchases Parts and Materials has adequate insurance coverage in accordance with the Buyer Requirements. [NTD: I would suggest that you also ask for COI from the Manufacturers as part of your due diligence requirements. We could also include obligations for you herein, but I'm not sure that you will always have sufficient insurance so let's leave at this and go to market, we can come back to it if it is a frequent request.]
DISPUTE RESOLUTION PROCEDURE
Mandatory Mediation. Except as agreed upon pursuant to a Purchase Order, any dispute, misunderstanding, complaints and claims between the parties, or between a party and a Member, arising from the application or interpretation of the Terms, including with regards to the Parts and Materials, a Transaction, or the use of the Axya Platform (each a "Dispute"), that is not resolved within thirty 30 days from a written notice of Dispute being given by one party to the other party (the "Plaintiff") shall be referred to mandatory mediation. The Breached Party and the party which is subject to the Dispute at the request of the Breached Party (the "Defendant") agree to participate in good faith in at least one (1) mediation session by delegating a person in authority to participate. The mediator will be selected jointly by the parties acting reasonably, or in case of a Dispute between Members, the Members may require that Axya select, acting reasonably, a mediator on their behalf. The mediation will be conducted in English in the City of Montreal, Province of Quebec, or, if the Defendant and the Plaintiff (the "Participants") agree, through videoconferencing technology. The Participants are each responsible for their own costs relating to the mediation and will share equally the other costs associated with the mediation, such as any professional fees. The Participants may agree to conduct the mediation in any other language of their choices, including French, subject to the availability of mediators. The parties agree that the mediation will be considered confidential, and the information shared during the mediation cannot be used in subsequent legal proceedings, including arbitration.
If the Participants settle the Dispute through mediation, they shall jointly draft a document setting out the terms of such settlement. This document, once signed, will be irrevocably binding on the Participants, and may be subject to homologation by a competent court in Montreal, Quebec, Canada.
Mandatory Arbitration. If the Participants do not agree to a resolution of a Dispute as part of mediation, the Participants agree that such Dispute will be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of arbitration shall be Montreal, Quebec, Canada (unless agreed otherwise in writing between the Participants) The language of the arbitration shall be English, unless the Participants agree for the arbitration to occur in another language for which there is an available arbitrator. There will be a sole arbitrator selected jointly between the Participants, or if the Participants cannot agree, by a judge of a competent court in accordance with these Terms.
The arbitrator must select its award from one of the final offers made by each of the parties, in its entirety and without modification. The arbitrator must provide detailed reasons for its award. An oral hearing need not be held, and the parties may submit their observations in writing. There will be no appeal from the decision of the arbitrator on questions of fact, law or mixed fact and law. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. The costs of the arbitration shall be divided equally between the Participants, and each Participant will bear its own costs of representation. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Governing Laws and Jurisdiction. The Terms (including the performance of the Services, the Purchase Order, the Quote, the RFQ and the Transaction) are governed by and constructed in accordance with the laws of Quebec, Canada, and the federal law applicable therein, without giving effect to any choice or conflict of law provision or rule (whether in Quebec or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Quebec, Canada. Specifically excluded from application to the Terms is that law known as the United Nations Convention on the International Sale of Goods. Except as set forth in these Terms, the parties attorn to the jurisdiction of the competent courts located in Montreal, Canada. Notwithstanding the foregoing, the Buyer may require another jurisdiction and governing laws to apply to its agreement with the Manufacturer in the Buyer Requirements, however, Axya and the Axya Representatives will not be affected by such changes and the relationship between the Buyer and Axya will be governed in accordance with the foregoing.
Disclaimer. NEITHER AXYA NOR ITS REPRESENTATIVES ARE RESPONSIBLE FOR RESOLVING ANY DISPUTES OR MISUNDERSTANDINGS BETWEEN THE MEMBERS. EXCEPT AS SET FORTH HEREIN, OR AS REQUIRED TO ENFORCE THESE TERMS AGAINST AXYA WHERE AN OBLIGATION IS DIRECTLY ATTRIBUTABLE TO AXYA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER AXYA NOR THE AXYA REPRESENTATIVES WILL BE INVOLVED IN ANY DISPUTES. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS, THE BUYER AND THE MANUFACTURER, INCLUDING THEIR AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND OTHER REPRESENTATIVES HEREBY WAIVE ANY RIGHTS TO SUE AXYA AND THE AXYA REPRESENTATIVES FOR THEIR DISPUTE, AND RENOUNCE ANY RIGHTS TO PARTICIPATE IN ANY CLASS ACTION LAWSUITS OR ANY TRIAL BY JURY.
TERM; TERMINATION
Each party may terminate these Buyer Terms, upon written notice to the other party if this party is in material breach of the Buyer Terms and has not remedy such breach within 30 days, or if the other party is insolvent, declared bankrupt, is subject to bankruptcy proceedings or ceases to conduct its business [NTD: It is a good idea to address the notion of bankruptcy in the Manufacturer Terms, so that Axya is not liable in this case.]. The Buyer remains responsible for the payments of any Fees which are incurred until the termination date, including any Parts and Materials Charges incurred by the Buyer, regardless of whether the Buyer Terms are terminated. If the Buyer Terms are terminated due to the fault of Axya, then the Buyer remains part of the Transaction Agreement, and the Buyer Terms continue to apply for such Transaction. For the avoidance of doubt, the Buyer remains obliged to pay for the Parts and Materials Charges, except that the Buyer will not be required to pay for the Transaction Fees if the Buyer Terms are terminated due to the fault of Axya. All provisions that should survive the termination of these Buyer Terms by their nature, such as those applicable to any ongoing Transactions, will continue to apply for 5 years after the termination of the Buyer Terms, for any reasons whatsoever.
Axya is an independent contractor, and the parties agree that the Terms do not create a partnership, joint venture, or agency relationship between the parties.
The waiver of a breach of any provision of the Terms will not operate or be interpreted as a waiver of any other or subsequent breach of the Terms. If any provision of the Terms is in violation of Applicable Laws or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. These Terms describe the entire understanding of the parties and supersede all oral and written agreements or understandings between them related to its subject matter.
We may assign the Terms, or any parts thereof, in whole or in part, at any time in the context of a bona fide corporate reorganization, a sale of our assets, a merger and acquisition or bankruptcy filings. You may not assign the Terms, or part of it, to any other person without our prior written approval, except pursuant to the Payment Management Services. Any attempt by you to assign the Terms without our consent is void. The Terms will inure to the benefit of permitted assigns and successors.
The parties acknowledge that they have required the Terms and all related documents to be prepared in English only. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous documents qui s'y rattachent soient rédigés uniquement en langue anglaise.
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text:
Q: ng2-modal doesn't work in MS Edge I've used ng 2-modal. It works fine in chrome and IE but does not work in MS Edge. Does MS Edge usually gives such problems for angular 2..?
Used npm install ng2-modal --save to install packages.

redpajama_set_name: RedPajamaStackExchange


2003 03 Plate BMW 3 Series 330 Ci SE 2dr Auto.
Stunning Example Presented In Black Paintwork With Contrasting Black Leather Interior Complete With 19 Inch MVR Magnum Alloy Wheels Finished In Factory Silver.
Excellent Condition Throughout Covering Only 108,000 Miles From New And Backed Up With VOSA MOT History.
This 330Ci Benefits From MVR Magnum Alloys And M3 Stubby Mirrors Fitted Which Makes It Stand Out From The Crowd.
Its 3.0 Litre Straight 6 Petrol Engine Produces 228 BHP And 221 LBS FT Of Torque, Matched With Its Automatic Gearbox, And A 0-62 Time Of 7.0 Seconds, Makes For A Superb Drive.
Excellent Spec Also Includes; Electric Windows, Electric Mirrors, Front And Rear Fog Lights, Multifunction Steering Wheel, Trip Computer, Interior Light, Auto Dim Rear View Mirror, Radio, CD Player, Ipod Connection, Digital Climate Control, Air Conditioning, Auto Climate, Heated Rear Screen, Front Screen Heaters, Traction Control, Central Locking, 12v Charging Port, 2x3 Point Rear Seat Belts, Isofix And Much More.


It's New, But It's Not New!
SDF or Silver Diamine Fluoride has been used extensively in numerous countries around the globe for decades, but has just been FDA approved and received approval from the American Dental Association (ADA) within the last year or so.
It can offer an alternative to needles and drills.
It can stop the spread of decay in a tooth.
It stains visible and hidden tooth decay.
It can provide relief for sensitive teeth.
It is reapplied every 6-12 months as necessary.
Silver Diamine Fluoride is a medication that is applied to an active area of decay (cavity) to kill the bacteria causing the cavity, prevent the formation of a plaque layer on the treated surface, and strengthen the tooth. It will cause color changes to the cavity. The areas of the tooth with active dental decay will turn dark black as the medicine is working. The healthy areas of the tooth will not be affected and will remain your child's natural tooth color. The black color indicates that the treatment is working.
While the medicine will treat the bacteria causing tooth destruction, it will not restore the tooth structure that has already been affected by the disease process. Your child will still require restoration of the teeth (fillings, crowns, and possibly nerve treatment) if there is any loss of tooth structure. Dr. Meckler and our team will discuss the recommended timing of this treatment, and will discuss the best way to provide this treatment to ensure that your child receives treatment in the least invasive and most predictable way possible.


One of the owners of the L'Isle-Verte seniors' home that burned down last January says he installed a special "latch" on the front door to keep residents with dementia inside.
The locked door prevented people from evacuating the Résidence du Havre the night of the deadly fire that killed 32.
Roch Bernier, 56, told the coroner investigating the fire that he installed the lock on the inside door because more than two residents had been found wandering outside in the past.
While a second door to the lobby unlocked automatically when the fire alarm went off, the first had to be unlocked manually.
Bernier's co-owner, Irène Plante, is also scheduled to testify.
Bernier told the coroner, "We never told our people that if the fire alarm went off, to take off the latch." He also said the sole employee on duty that night, Bruno Bélanger, had never practised an evacuation exercise in his three years on the job.
Bernier said Bélanger always had an excuse, and Bernier accepted them.
Contrary to the seniors' home's own emergency plan, Bernier did not immediately call 911, and did not help anyone get out.
"He would have gone back if there hadn't been so much smoke," said Bernier. "The first step was to wake up Madame Plante."
Bernier said Bélanger did that.
There were more than 50 residents at the home the night of the fire. The home's own emergency plan required two people to help during an evacuation.
Bernier said he considered Plante the second person on duty that night, even though she was sleeping.
Plante and Bernier are part of a $3.8-million civil lawsuit against the town of L'Isle-Verte. The suit alleges the community failed to implement emergency plans which could have lowered the death toll.
But Radio-Canada has learned the lawyers representing them have dropped them as clients.
Well-known Quebec City lawyer Guy Bertrand and his daughter Dominique Bertrand had been intervening on behalf of Bernier and Plante.
Earlier today, a woman who had applied to work as a night guard and orderly in 1998 testified she was offered $2-an-hour.
Guylaine Larrivée, 54, said it seemed "possible" to offer that amount because she was also told she could "relax and sleep" during her shift.
Coroner Cyrille Delage is expected to wrap up the hearings on Thursday.


text:
The Ossuary
Posted on August 1, 2021 by Phil Cosker writer
Nick discovers the word ossuary when he's fourteen in 1960 and delights in its euphony. Discovering its meaning, he finds it perfectly describes Candleton Boys' Grammar School in which he's imprisoned; what better description could there be for the old white male bones of the staff? Leo, a fellow classmate, and the only Jewish boy in the class, is less concerned with the sound of words than the ugly meaning of the whispering anti-Semitic innuendoes he endures.
The Ossuary focuses on certainties: rugby, cricket, Anglicanism, duty, the rights of passage to Oxbridge, a robust heterosexuality and a tolerance of kicking against the traces as long as it isn't in any way threatening to Ossurarian certitudes.
In common with many single-sex communities, gossip and intrigue are rife but the favourite game of all is bullying. No one knows how it starts, but, mysteriously, victims are chosen and the juggernaut of oppression begins.
At first Nick doesn't understand what's happening. His friends blank him. His interventions in English Literature classes are met with an almost inaudible hiss from his classmates. He knows it's going to be bad when he finds the word 'queer' scrawled in chalk on the lid of his desk. He knows the worst when, after rugby, no other boys will join him naked in the showers. They simply point and laugh.
At the same time Leo is bewildered when he becomes everyone's best friend. He's invited to join a few boys to share a fag on the walk home from school. He's astounded when he's asked to explain what happens in the Synagogue on a Saturday morning. He feels respected.
It's mid morning. Nick is stopped by Leo and a group of boys.
Leo stands close to Nick and says, Behind my back, you've been calling me a fucking Yid.
I haven't.
Liar, the boys shout.
I'm going to make you pay, Leo says. In the lane, after school today,
Suddenly, the boys behind Nick chant, Fight the Jew boy! Fight! Fight! Fight!
At the end of the school day Nick is setting off for home when a group of boys push and shove him out across the yard and into the lane where Leo and more boys wait.
Leo takes off his blazer and shirt and, with fists up, says, Come on, fight, you fucking queer.
Why? This is all a mad game. They're making fools out of us. You're Jewish and they hate you. I'm queer and they hate me. They're just bastards.
Boys chant, Fight!
Leo punches Nick in the face and blood pours from his mouth.
Boys cheer.
Nick doesn't move. He makes no effort to retaliate
Leo stands back, shocked. I'm sorry. You didn't call me a Yid, did you?
Boys, disappointed, fall silent.
Truce? Leo asks.
We're not at war, Nick says
They shake hands as the last of the disgruntled boys leave.
I'm sorry I called you a queer, Leo says.
You're a Jew. I'm queer. So what's in a name?
This entry was posted in 500 Word short stories, Behind the Plague Door, Blog Post, Phil Cosker and tagged 500 Word short stories, Phil Cosker Writer, School Bullies by Phil Cosker writer. Bookmark the permalink.

redpajama_set_name: RedPajamaCommonCrawl


Enhance your figure and improve your self-confidence. Cosmetic and reconstructive surgery is more than a question of cup size – for many women, it changes their lives.
Reverse signs of age, stress, and sun so you can look in the mirror with confidence. Procedures of the neck and face lift and tighten to restore a youthful appearance.
Achieve results you couldn't with just diet and exercise. Body contouring options remove stubborn fat and tighten skin on the stomach, lower body, arms, legs, and more.
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Boca Raton Board-certified plastic surgeon Dr. David Bogue provides advanced plastic surgical care to people from across South Florida. Performing breast surgery, body surgery and other procedures, Dr. Bogue is personally committed to providing results that achieve your goals and give you confidence.
Dr. Bogue is board certified by the American Board of Plastic Surgery, serves as the Chief of Surgery at Boca Raton Regional Hospital, and is an active member of the American Society of Plastic Surgeons. Dr. Bogue trained at the University of Michigan and Georgetown University, and has authored several book chapters and peer-reviewed articles on plastic surgery.
Prestigiously trained and extensively experienced, Dr. Bogue has the credentials to provide outstanding results. Furthermore, we believe our patients' reviews and their experiences at our practice speak for themselves. Men and women from across the country have expressed their satisfaction with Dr. Bogue's skills, compassion and results in numerous patient reviews and letters we have received throughout the years. For Dr. Bogue, your happiness with your new look is the driving force behind the care we provide every day.
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"Dr. Bogue is my hero! Being diagnosed with breast cancer is quite frightening, but Dr. Bogue was not only personable, sympathetic (when appropriate), and attentive to my needs, he is a master at his..."


Stokkermans is a famous composer in the Netherlands. He wrote the music for television series like Q & Q, Oebele, Tita Tovenaar, Kunt U Mij De Weg Naar Hamelen Vertellen Meneer, Barbapapa and De Berenboot. And he wrote songs for Dutch artists like Jasperina de Jong, Rob de Nijs, Paul de Leeuw, Saskia & Serge and Ronnie Tober.
All terrible in my opinion, consider yourself lucky if you don't know those names.
In 1970 he got fascinated by the wonder of the synthesizer and made an album with the ARP of Roddy de Hilster, who programmed the sounds. Bert Paige was the orchestra conductor.
I bought this lp last week from an accordion enthusiast who sold all his records.
Sammie America's Gasphetti was the band of the Dutch artist Tom America, he later formed MAM. I found this single on the attic of a youth center and you can hear that. My noise filter did its job, but still... The b-side, Orange, is so short, they play it twice and it still does under the two minutes.


Today I found the geocities webpage of Raven c.s. McCracken, the designer of Synnibarr. His tracks on the internet seemed to be lost for a couple of years. The last thing we had heard of him was on an infamous MySpace site about "exotic dancing" from 2006.
It's a pity Geocities will be shut down later this year, so you should have a look on his page right now!


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Felskinn – Mind Over Matter (Digipack CD)
Felskinn - Mind Over Matter (Digipack CD) quantity
SKU: 5200123661798 Categories: CD, Heavy Metal
FELSKINN was originally formed by Andy Portmann in 2005. The self-titled debut album was recorded with guest musicians and released in March 2006. The first Song on the Album "170105" was later re-recorded by Kai Hansen and appeared as "Built A World" on the 2014 Release "Empire Of The Undead" by GAMMA RAY. Charts Nr. 13 in Germany! The band played numerous shows and festivals. In April 2007 the 2nd album "Listen!" was released, followed again by intensive touring. Due to the "famous" musical differences the band disbanded in 2008. Portmann started a live project with Mandy Meyer, playing songs from their previous bands. In 2010 Portmann formed the FELSKINN follow up band DOWNLOAD and started working on the album "Eleven Stages". Release in April 2014. The live band included the current FELSKINN line up with a different drummer.!
Official Release Date: 16/03/2018
1. Close Your Eyes
2. Pictures In My Dreams
3. Dying Man
4. The Night Before The Dawn
5. Our Favourite Game
6. Bastards Out
7. Break New Ground
8. Superhero
9. Rain Will Fall
10. Mind Over Matter
11. Wake Up On Mars
12. I Hear You Calling
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George Gakis – Too Much Ain't Never Enough (Digipack CD & DVD)
Ganzi Gun – Welcome To The Show (Jewel Case CD)
Haven – Shut Up And Listen (Digipack CD)
Karma Violens – Skin Of Existence (Jewel Case CD)


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A black Labrador retriever raises its eyebrows as it meets the photographer's gaze.
Photograph by Stacy Gold, Nat Geo Image Collection
Domesticated
'Puppy dog eyes' evolved so dogs could communicate with us
Centuries of domestication have unintentionally yet radically reshaped dogs' eyebrow anatomy, making their faces easily readable to people.
ByCarrie Arnold
There's a reason we call them "puppy dog eyes"—those soulful, innocent expressions can sway even the most hardened human.
That's no accident, a new study says. Centuries of domestication have radically reshaped a dog's eyebrow anatomy, making their faces—and emotions—easily readable to people.
When meeting a person's gaze, dogs often raise their inner eyebrow muscle to make their eyes look larger and more appealing. (See dog-evolution pictures.)
"There's no evidence that dogs move this [eyebrow] muscle intentionally, but it creates an exaggerated movement that for us means 'dog,'" says study leader Juliane Kaminski, a psychologist at the University of Portsmouth in the U.K.
Eyebrow movement plays a major role in human communication, Kaminiski says: "I'm doing it now when I'm speaking to you, even though I know you can't see me."
The study is the latest example of how 20,000 years of cohabitation has made our pets finely tuned interpreters of human emotion—possibly more so than any other species. (See 19 ways dogs tell us what they want.)
Eyebrow raising
In her past research, Kaminiski has found dogs are uniquely skilled at understanding gestures, outperforming even non-human primates such as chimps.
Several years ago, Kaminski began investigating the flip side of this relationship, looking at how people decipher dog behavior. In one experiment, published in 2013, she filmed shelter dogs to see if any of their behaviors were linked to how quickly the animal was adopted.
Of all the factors Kaminski examined, only one stood out as significant: the movement of the dog's eyebrows upward and inward. (See National Geographic's portraits of dogs.)
Dogs Change Facial Expression When Humans Pay Attention
Initially, "it was a very surprising result. We didn't expect something as small as eyebrow movement to have a big effect," Kaminski says.
But a question remained: Whether this eyebrow movement was unique to dogs, or if it could be found in their ancestor, the gray wolf.
The new study, published this week in Proceedings of the National Academy of Sciences, Kaminski and colleagues dissected and analyzed the facial muscles of six dogs—including a mongrel, a Labrador retriever, a bloodhound, a Siberian husky, a Chihuahua, and a German shepherd—as well as four wild gray wolves. The animals had all died natural deaths, and their bodies were donated to science.
The team discovered the levator anguli oculi medialis, a large and prominent muscle, in all six dog specimens—but it was almost completely absent in wolves.
Kaminski and colleagues also found that the retractor anguli oculi lateralis muscle was smaller and more variable in size and presence in wolves than it was in dogs, with the exception of the Siberian husky, a more ancient dog breed that's closely related to the wolf.
This muscle, which runs along the eye's outer edge, exposes more of the white of the eye—making the dogs appear human-like.
"Small shifts can have perceivable impacts when it comes to changes in anatomy," says Molly Selba, a Ph.D. student who studies evolution and dog domestication at the University of Florida. "The muscles of facial expression are relatively tiny muscles, but they can make a big impact on the way we perceive a face," says Selba, who wasn't involved in the research.
An evolutionary leg up
See 10 fun pictures of dogs

A Basset hound.

A Basset hound.
Photograph by Joel Sartore, National Geographic Photo Ark
Brian Hare, an evolutionary anthropologist at Duke University, notes that dogs are wolves are very similar anatomically—with the exception of these eye muscles.
"This new study shows that these morphological changes evolved as dogs and humans have interacted over the past 20,000 years," Hare, who also wasn't part of the new study, says by email. (See "Dog and human genomes evolved together.")
"They almost certainly did not evolve due to intentional selection, but instead gave dogs an advantage in their interactions with humans." (Read why dogs are so friendly.)
Next, Kaminski hopes to examine a wider variety of dog breeds, including more ancient breeds and street dogs, to understand precisely how these muscular changes evolved.
She also wants to investigate more about our reactions to puppy dog eyes—and why we can't resist being taken in.


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RL star auctions shirt for brave Burrow's cause
Haven star auctions shirt for Rob Burrow fundraiser
By Gareth Cavanagh Reporter
A WHITEHAVEN RL star has auctioned off his 2020 away shirt to raise funds for a former Leeds Rhinos player who has been diagnosed with motor neurone disease.
Papua New Guinea ace Dion Aiye put the shirt from last season's memorable League 1 title-winning campaign up for auction on December 27.
The lucky winner was Robert Ennis, who put in a £160 bid.
Aiye said: "I decided to do something to raise money for Rob Burrow as he is a player I have always admired and loved to watch.
"I was heartbroken to hear the news so I decided to auction my playing shirt to the highest bidder.
"I'm delighted that it's reached £160 and I'd like to thank Robert for his generosity."
Aiye presented his shirt to Mr Ennis at the club's Recreation Ground home on Friday.
Mr Ennis said: "I put a bid in for the shirt because it was Dion's but mainly because it was for a fantastic cause.
Burrow revealed his diagnosis in December, leading to an outpouring of support from rugby league and sport fans.
The father of three is a five-time international star and now serves as head coach of the Leeds Rhinos reserve team.
"It was terrible to hear that Rob had been diagnosed with motor neurone sisease and if my contribution helps that's great, I think it's great what Dion has done as well to raise money for Rob," Mr Ennis added.
The funds raised by the auction will contribute to an online fundraiser, set up by Burrow's own club which has already surpassed £200,000.
An early goal was set at £100,000 but generous backers smashed the target within 48 hours.
Whitehaven team manager Des Byrne said: "It is a great cause.
"The rugby league family is always around at times of adversity.
"This was entirely off his own back."
The stand-off, who has played internationally for the PNG side, will continue to play for Whitehaven in the near future.
Byrne said: "He has been with us about five years now and he has committed to the next three years."
And he is one of a pair of former PNG players currently signed to the squad, along with Jessie Joe Parker.
Byrne added: "They are great lads, they have been here a long time. They are great assets for the club."
It was announced this week that Burrow will make a return to the field on Sunday in a special fundraising game.
Burrow will play in the final stages of the Jamie-Jones Buchanan testimonial which sees former Leeds Rhinos players, Kevin Sinfield, Buchanan, and Jamie Peacock take on Bradford.
To support the Rob Burrow fundraiser, visit virginmoneygiving.com/fund/robburrow
Legend Ike Southward's sons inspire Town head coach ahead of derby
Zoe zooms into the new year with first medal win
Grainger relishing games against Reds' title rivals
Stokes thanks fans for support
Scott Allison providing the platform for Workington Reds
Workington Town head coach Chris Thorman eyeing Aussie additions
Distington handed away day in Challenge Cup second round
Carroll hails Reds' huge team spirit
Distington ease through in the Challenge Cup


Beirut, Jan 20: Lebanon used an Arab economic summit on Sunday to call for the return of Syrian refugees to safe areas of their war-torn country, where the nearly eight-year civil war is still underway despite a recent series of government victories, reports AP. President Michel Aoun told the opening session that Lebanon is overwhelmed by the presence of Syrian and Palestinian refugees, who make about half the population of the tiny country, which is struggling with an economic crisis. The meeting is the first economic and development summit to be held since 2013, and comes as Syria, Yemen and Libya remain gripped by violence and Iraq confronts a massive reconstruction challenge after its costly victory over the Islamic State group. Arab League Secretary General Ahmed Aboul-Gheit said nearly half of all refugees "come from our Arab world." Qatar's ruler attended the summit, which has been marred by divisions over readmitting Syria to the Arab League. But Sheikh Tamim bin Hamad Al Thani arrived shortly before the summit and left minutes after it began. Qatar has been one of the main backers of Syrian insurgents trying to overthrow President Bashar Assad. The United Arab Emirates and Bahrain have reopened their embassies in Damascus, and the visit by Qatar's ruler is widely seen as a first step to restoring relations with Syria. Sheikh Tamim and the president of Mauritania were the only heads of state from the 22-member Arab League who came to Beirut to attend the summit. Other countries sent lower-level delegations. The other leaders' absence appeared to be a snub to Lebanon, where groups led by the Iranian-backed Hezbollah had insisted that Assad should be invited. "We regret the absences of some brotherly kings and presidents who have their justified excuses," Aoun said without elaborating. "We call for a safe return of Syrian refugees to their country, especially to stable areas that can be reached and areas of low levels of violence," Aoun said in his opening address. "This should not be linked to reaching a political solution." Lebanon is home to some 1 million Syrian refugees, or a quarter of the country's population.


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Area Marketplace
Daily American Republic
The Prospect-News
Stories Photos Area Marketplace Everything
Dexter Statesman
Stories from Thursday, December 6, 2012
Nicastro addresses Region E superintendents (Local News ~ 12/06/12)
By NOREEN HYSLOP Managing Editor Dr. Chris L. Nicastro, Commissioner of Education for the state of Missouri, addressed an audience of Region E school superintendents Wednesday morning during their final gathering of 2012. The meeting took place at Dexter's Hickory Log Restaurant. Approximately 90 administrators and key figures in the educational field across Southeast Missouri were on hand for the meeting...
8 families remain for SOS (Local News ~ 12/06/12)
Just eight families remain on The Daily Statesman's Operation Santa list this holiday season. A total of 50 families have been listed this year. Those who have an interest in adopting one of the remaining families are asked to call The Daily Statesman at 624-4545 or come into the newspaper office at 133 S. Walnut St. in Dexter to obtain the names and further information on the family of choice. The following families remain on the list to be adopted. Included are recent adoptions...
"Manger Full of Toys" set for Dec. 15 (Local News ~ 12/06/12)
A successful "re-gifting" Christmas program begun three years ago is once again scheduled this holiday season this time with a new name. The program, sponsored by the Lighthouse Christian Center in Dexter and under the direction of Rachel Watson, has been renamed, "Manger Full of Toys."...
Melissa A. Bell (Obituary ~ 12/06/12)
Melissa A. Bell was born Nov. 30, 1972, and died at Missouri Southern Healthcare in Dexter, Dec. 2, 2012. Rainey-Mathis Funeral Home of Dexter is in charge of all arrangements.
Landon James Wilson (Obituary ~ 12/06/12)
Landon James Wilson, 13, of Advance died Dec. 4, 2012, at St. Francis Medical Center in Cape Girardeau, Mo. He was born Feb. 8, 1999, at Poplar Bluff, the son of Joni Wilson. Landon was a student at Parkview State School in Cape Girardeau. He loved being in a pool. He also loved music and being read aloud to. Landon touched the heart of everyone with whom he came in contact...
Roger Kent Wright (Obituary ~ 12/06/12)
Roger Kent Wright was born Nov. 10, 1959, and died at Missouri Southern Healthcare Dec. 3, 2012, at the age of 53. Watkins and Sons Funeral Service of Dexter is in charge of all arrangements.
Stella Simmons (Obituary ~ 12/06/12)
Stella Simmons was born Aug. 18, 1948, and died Dec. 4, 2012, at her home in Catron, Mo. Watkins and Sons Funeral Home of Parma, Mo., is in charge of all arrangements.
JoAnn Lowes (Obituary ~ 12/06/12)
JoAnn Lowes, 79, of Jackson, formerly of Dexter, died Tuesday, Dec. 4, 2012, at her home. She was born Feb.15, 1933, in Cape Girar-deau, to L. B. and Mary A. Hinton Crites. She was confirmed Aug. 7, 1952, at Hanover Lutheran Church in Cape Girardeau...
Bob Blair (Obituary ~ 12/06/12)
Bob Blair, a resident of rural Dexter was born on June 15, 1935, and died on Dec. 5, 2012, at Missouri Southern Healthcare in Dexter at the age of 77. Funeral arrangements are currently incomplete and will be announced later by the Rainey-Mathis Funeral Home in Dexter...
Bob Blair, son of the late John Turner Blair and Myrtle Mae Lynch Blair, was born June 15, 1935, in Henderson, Tenn., and died at Missouri Southern Healthcare in Dexter, Mo., on Dec. 5, 2012, at the age of 77. Mr. Blair was a member of the New Hope General Baptist Church near Essex, a retired farmer and a resident of rural Dexter...
© 2021 Butler County Publishing Co.


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Womens Football Forum
www.womensfootball.eu
Welcome to the Women's Football Forum !
Womens Football Forum »
Women's Football »
Scotland Women's Football (Moderator: sylvain) »
Scotland women crush Israel
Author Topic: Scotland women crush Israel (Read 1488 times)
Dr Gonzo
UEFA Women's Euro 2013 Qualifiers
Saturday 16th June 2012, kick-off 3 pm
Tynecastle Stadium, Edinburgh
Lauder 1', Little 6', 25', 44' Sneddon 9', Love 15', J Ross 28', Corsie 83'
Scotland crushed Israel on a sodden afternoon at Tynecastle to consolidate second place in group 4.
Kim Little grabbed a first-half hat-trick and Hayley Lauder, Megan Sneddon, Jo Love, Jane Ross and Rachel Corsie were all on target as Scotland prepare to face closest rivals Republic of Ireland in Cork next week. Anna Signeul's side raced into an early lead, hitting the net three times within the first ten minutes, and had the match wrapped up before half-time, going into the dressing room 7-0 up.
Lauder opened the scoring inside a minute, and Little made it two with a powerful strike from the edge of the box that left Israel goalkeeper Merav Shamir with no chance. Sneddon, who is set to pick up her 100th cap in next week's match against Republic of Ireland in Cork, got the third with another thunderous shot from the edge of the box Love was next on the score-sheet. The Glasgow City midfielder got onto the end of a Lauder cross, and despite being off-balance, sent a looping header high into the net.
There was no let-up from Scotland, who were camped within their opponents half by this point. After some neat play by Sneddon and Little in midfield, Jane Ross found herself clear on goal, but a last ditch tackle by Diana Redman prevented the Glasgow City striker from getting her shot away. Ross then sent a delightfully weighted ball into the box for Jennifer Beattie, but again some last ditch defending, this time by Maya Barqui, stopped another shot on goal. It was another Ross ball that led to goal number five. Her cut-back from the by-line was directly to the feet of Little, who sent a low shot past Shamir.
Ross, who was by now tormenting the Israel defence, got a goal of her own just before the half-hour. She pounced on a ball into the box and rounded Shamir to slot coolly into the bottom corner. Scotland goalkeeper Gemma Fay got her first touch of the ball in the 37th minute as she calmly dealt with a back-pass as Adva Tawil ventured into the Scotland half. Little got her hat-trick just before half-time. A Ross ball in from the right wing found its way to the Arsenal midfielder in the crowded box. Shamir got her hands onto the ball but couldn't prevent it finding its way into the net.
The pace slowed in the second half, but Scotland continued to press forward. Lisa Evans, bound for German champions Turbine Potsdam in July, injected fresh pace down the left wing when she entered the fray in the 67th minute. She raced to the byline and sent in a perfectly weighted cross for Jane Ross, who was thwarted by Shamir. Second-half substitute Rachel Corsie, who had earlier stung the hands of Shamir with a shot from distance, rose inside the box to head home goal number eight.
Fay (GK, Cpt), Jones, Small (Corsie, 74), Dieke, Love (L Ross, 67), Lauder (Evans, 67), Little, Sneddon, Beattie, J Ross, Fernon.
Subs: Lynn (GK), Thomson, Brown, Mitchell
Israel:
Shamir (GK), Ravitz, Redman, Y Cohen (Falkon, 46), Shenar (Sendel, 64), Shelina, Tawil, Erez, Fridman, Barqui, Moran (Cpt).
Subs: Kadari, N Cohen, Eni, Abo, Levo.
Uploaded with [URL=http://imageshack.u
AC-FC
Re: Scotland women crush Israel
dont get too carried away, it was only israel
Quote from: AC-FC on June 18, 2012, 09:26:10 PM
You do realise that a good many of the Scotland squad are City players,,,well after last night were on our way tothe play offs
yes of course, but I can't get carried away with big scorelines against poor weaker nations. I would be more excited with a 1-0 win against Germany for example....
Quote from: AC-FC on June 22, 2012, 10:58:12 AM
Of the countries that played Israel Scotland have scored the most goals and they all count as well giving a +13 goal difference... The main priority get to the play off, then win through to the finals then we can see about that result against Germany...
Ha just noticed this....
Ruesha Littlejohn will try to forget her club woes when she lines out for Ireland against her native Scotland in a vital UEFA Women's Championship qualifier at Turner's Cross tonight (7.30).
The Liverpool striker was suspended for six matches after being found guilty of bringing the game into disrepute with comments on Twitter which included "a reference to sexual orientation".
Her substitute appearance in last Saturday's 1-0 defeat to Wales was Littlejohn's second competitive outing since opting to forsake Scotland last year and she's eager to be involved again in Cork.
Littlejohn, who bagged a dozen goals in 15 appearances for the Scottish youth team, doesn't regret her decision to walk out on her homeland.
"I played for Scotland in the 2008 U-19 Euros, but they didn't pick me for senior squads. I qualified for Ireland through my grandmother so it was an easy choice. I spent a lot of time here when I was younger," she said.
With Arsenal midfielder Niamh Fahey back from suspension, Ireland should be at full strength for a match they must win to have any chance of pipping the Scots for the runners-up spot and a play-off route into next year's Euro finals in Sweden.
IRELAND (probable) -- E Byrne (Arsenal); S Perry (Chelsea), L Quinn (Peamount United), Y Tracy (Arsenal), D Caldwell (Avaldsnes); N Fahey (Arsenal) C Grant (Arsenal), R Littlejohn (Liverpool); A O'Gorman (Doncaster Belles), D O'Sullivan (Cork), S Roche (Peamount United).


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Press release : 13 December 2018
Peter Verdaasdonk is the appointed Chief Executive Officer of Floriade Almere 2022 BV.
Peter Verdaasdonk was appointed by the General Meeting of Shareholders as the new Chief Executive Officer of Floriade Almere 2022 BV with effect from 1st January 2019. In doing so he fills the vacancy left by the departure of Jannewietske de Vries in September 2018.
Peter Verdaasdonk (59) has been following the developments surrounding the Floriade for years, out of personal interest. This interest is also fueled by his role in 2015 and 2016 as advisor to the municipality of Almere on the Floriade. At the time, he advised on concept development, participations and alliances. He has also advised on the business case for commercial exploitation of Floriade Almere 2022.
In addition to his broad interest in the Floriade, Verdaasdonk brings with him extensive experience in large 'crowd-pulling' events. From 2002 to 2010 he was the Managing Director of Madurodam BV. He has held various management positions at Disneyland Paris from 1990 to 1996, including those of Special Events Manager and Strategic Projects Director. During and following that period, he also held various national and international management and advisory positions.
The appointment of Peter Verdaasdonk as MD heralds Floriade Almere 2022 BV's confident entry into a new phase. Verdaasdonk says he is also very keen to put his earlier decisions regarding Floriade Almere 2022 into practice, following the consultancy work he did years ago.
Peter Verdaasdonk looks forward to contributing towards a world-class event, which will put the Netherlands on the map – both in the world horticultural sector and far beyond. He and his family will first enjoy the upcoming holidays, after which he is keen to enter the New Year – full of energy and together with the Floriade team and all the collaborating partners of Floriade Almere 2022.
For more information please contact Team Floriade on 036 – 8200303 or at communicatie@floriade.nl


Action Summary Conform existing regulations to 2014 legislation and address generational suffixes and street identifiers.
6977 Proposed Stage complete. Comment period ended 7/21/2014.
7053 Final Stage complete. This regulation became effective on 9/4/2014.


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