1. Application
(1) This Standard Terms and Conditions shall be legally binding between you and Dreve America Corp. and all affiliates and subsidiaries (collective the “Company”) and shall exclusively apply for all services and supplies also for orders in our Online shop, unless otherwise agreed to in writing by both parties.
(2) Our General Terms and Conditions shall also govern the use of any website which link to these terms (individually a “Site” and collectively “Sites”) and all future transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) The provisions of these Terms and Conditions extend to standard contract conditions which are used in a contract with a merchant in course of business only.
(4) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the seller shall be subject to correction without any liability on the part of the seller.

2. Offers, Acceptance
(1) Dreve’s offers shall not be binding; in particular with reference to quantities, price and delivery time.

3. Prices
(1) Buyer shall purchase the Goods from Dreve at the prices (the “Prices”) set forth in Dreve’s published price list in force as of the date that Dreve accepts buyer’s purchase order. If the Prices should be increased by Dreve before delivery of the Goods to a carrier for shipment to buyer, then these Terms shall be construed as if the increased prices were originally inserted herein, and buyer shall be billed by Dreve on the basis of such increased prices.
(2) All Prices are exclusive of all sales, use, excise taxes, VAT taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by buyer. Buyer shall be responsible for all such charges, costs and taxes and which are payable at the date of delivery; provided, that, buyer shall not be responsible for any taxes imposed on, or with respect to, Dreve’s income, revenues, gross receipts, personnel or real or personal property or other assets. The buyer will be charged separately for costs of packaging and delivery and transport insurance, except as otherwise expressly agreed upon.
(3) If, as a result of a change of law between the agreement date and the delivery date, additional or increased charges (e.g., duties, levies, currency compensation payments) shall be payable, then Dreve shall have the right to increase the purchase price accordingly. The same shall apply to any fees for examination.

4. Payment
(1) Payment shall be made within 30 days strictly net from date of invoice.
New export customers are only supplied after payment is received, i. e. cash in advance.
(2) If the invoice is not paid within 30 days after the date of invoice or as at another due date, then Buyer shall pay interest on all late payments at the lesser rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Dreve for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and costs. In addition to all other remedies available under these Terms or at law (which Dreve does not waive by the exercise of any rights hereunder), Dreve shall be entitled to suspend the delivery of any Goods if buyer fails to pay any amounts when due hereunder and such failure continues for 14 days following written notice thereof.
(3) If buyer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then Dreve shall have the right to declare all outstanding claims as immediately payable, even if Dreve shall have accepted checks. The same shall apply if the buyer defaults on payments as discussed in Section 4(2) or other incidents give rise to doubts about buyer’s creditworthiness. Moreover, Dreve may in such event demand prepayments or a security deposit.
(4) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Dreve, whether relating to Dreve’s breach, bankruptcy or otherwise

5. Quantity of Custom-Made Products, Delivery
(1) At all times, Dreve shall have the right for custom-made products to supply 10 % more or less than the agreed amount.
(2) Dreve shall have the right to deliver in installments.

6. Hazardous Materials
(1) Some of the products sold may be hazardous. These products will be labeled and accompanied by Material Safety Data sheets in compliance with the Occupational Safety & Health Administration (“OSHA”).

7. Shipment, Delivery
(1) Delivery shall be made FOB at Dreve’s facilities. The Goods shall be transported insured at the risk of the buyer and at the expense of the buyer. This shall also apply in cases of any delivery free of charge and regardless of which means of transport are used. Any transport insurance shall be provided only upon express demand of the buyer. Any costs arising therefrom shall be at the expense of the buyer only.
(2) Dreve shall not be liable for any delays, loss or damage in transit.
(3) Unless otherwise agreed in writing by the parties, Dreve shall deliver the Goods to Dreve’s facilities (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within two days of Seller’s written notice that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
(4) Dreve may, at its sole discretion, without liability or penalty, make partial shipments of Goods to buyer. Each shipment will constitute a separate sale, and buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of buyer’s purchase order
(5) Dreve’s delivery obligation shall at all times be subject to timely and orderly receipt of the goods from Dreve’s own suppliers.
(6) Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be non-binding.
(7) If for any reason buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Dreve’s notice that the Goods have been delivered at the specified location, or if Dreve is unable to deliver the Goods at the specified location on such date because buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Dreve, at its option, may store the Goods until buyer picks them up, whereupon buyer shall be liable for all related costs and expenses including, without limitation, storage and insurance.

8. Non-delivery
(a) The quantity of any installment of Goods as recorded by Dreve dispatch from Dreve’s place of business is conclusive evidence of the quantity received by buyer on delivery unless buyer can provide conclusive evidence proving the contrary.
(b) Dreve shall not be liable for any non-delivery of Goods (even if caused by Dreve’s negligence) unless buyer gives written notice to seller of the non-delivery within 2 days of the date when the Goods would in the ordinary course of events have been received.
(c) Any liability of Dreve for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

9. Buyer’s Acts or Omissions
If Dreve’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Dreve shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

10. Duty of Inspection and Rejection of Nonconforming Goods
(1) Buyer shall inspect the Goods within 2 days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Dreve in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Dreve. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
(2) If buyer timely notifies Dreve of any Nonconforming Goods, Dreve shall, in its sole discretion: (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Dreve’s facilities. This limitation is also set forth in Section 12(1) below. If Dreve exercises its option to replace Nonconforming Goods, Dreve shall, after receiving buyer’s shipment of Nonconforming Goods, ship to buyer, at buyer’s expense and risk of loss, the replaced Goods.
(3) Buyer acknowledges and agrees that the remedies set forth in Section 10(2) are buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 10(2), all sales of Goods to buyer are made on a one-way basis and buyer has no right to return Goods purchased under this Agreement to Dreve.

11. Limited Warranty
(1) Dreve warrants to buyer that for a period of one year from the date of shipment of the Goods (“Warranty Period”), that such Goods will materially conform to Dreve’s published specifications in effect as of the date of manufacture under the corresponding transaction. The warranty obligation does not refer to natural wear and tear or to damage occurring after the transfer of risk due to improper or unsuitable handling, excessive stressing, unsuitable operating material, and chemical, electrochemical or electrical influences of a nature not provided for according to the contract. In the event that improper alterations, repairs or maintenance are carried out by the buyer or third parties, Dreve’s warranty obligations and liability for consequences caused thereby are rendered void.
(2) Except as set forth in Section 11(2), DREVE, ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, AS- SIGNS, AND AFFILIATES MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(3) DREVE DISCLAIMS ANY LIABILITY FOR ANY DEFICIENCY IN TREATED UNITS.
(4) Dreve, its agents, officers, directors, employees, successors, assigns, and affiliates, shall not be liable for a breach of the warranty set forth in Section 11(1) unless: (i) buyer gives written notice of the defect, reasonably described, to Dreve within 2 days of the time when buyer discovers or ought to have discovered the defect; (ii) Dreve is given a reasonable opportunity after receiving the notice to examine such Goods and buyer (if requested to do so by Dreve) returns such Goods to Dreve’s place of business at buyer’s cost for the examination to take place there; and (iii) Dreve reasonably verifies buyer’s claim that the Goods are defective.
(5) Dreve, its agents, officers, directors, employees, successors, assigns, and affiliates, shall not be liable for a breach of the warranty set forth in Section 11(1) if: (i) buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because buyer failed to follow Dreve’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) buyer alters or repairs such Goods without the prior written consent of Dreve.

12. Limitation of Liability and Damages
(1) BUYER AGREES THAT ANY LIABILITY OF DREVE SHALL BE LIMITED TO: (I) REPLACEMENT OF GOODS, OR (II) CREDIT OR REFUND THE PRICE FOR NONCONFORMING GOODS, BUYER SHALL SHIP, AT ITS EXPENSE AND RISK OF LOSS, THE NONCONFORMING GOODS TO DREVE’S FACILITIES. THE REMEDIES HEREIN ARE THE SOLE AND EXCLUSIVE REMEDIES PROVIDED HEREUNDER.
(2) THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND DREVE’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(1).
(3) IN NO EVENT SHALL DREVE, ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(4) IN NO EVENT SHALL DREVE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD FOR THE PURCHASE ORDER OR $100,000, WHICHEVER IS LESS.

13. Grant of Security Interest
(1) As collateral security for the payment of the purchase price of the Goods, buyer hereby grants to Dreve a lien on and security interest in and to all of the right, title and interest of buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Minnesota Uniform Commercial Code.

14. Compliance with Law
(1) Buyer shall comply with all applicable laws, regulations and ordinances.
(2) Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
(3) Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.
(4) Dreve may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

15. Termination
(1) In addition to any remedies that may be provided under these Terms, Dreve may terminate this Agreement with immediate effect upon written notice to buyer, if buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for 20 days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
(2) If any agreed time of delivery or unloading shall be exceeded and there shall be no incident referred to in Section (§18) below, then the buyer must specify to Dreve a reasonable cure period of a minimum of two weeks. If Dreve shall fail to meet such deadline also, then the buyer will have the right to terminate the Agreement.
(3) A termination of the contract, in whole or in part, is possible as long as the order has not been processed. Dreve does not accept any responsibility for termination requests which are not received in due time. The buyer is obligated to accept the order if the termination is submitted late. In individual cases, fair consideration will be given to requests for retroactive termination or the exchange of defect-free consignments.
(4) Dreve reserves the right to charge lump-sum compensation for expenses in the amount of 10 % of the net order value in such cases. Exchanges or return deliveries are subject to our prior agreement and may not be shipped freight forward.
(5) If the buyer, contrary to Agreement, returns the Goods freight forward, it shall be obligated to bear the costs billed by Dreve to cover the expenses. The costs in this case shall comprise the payment which is due and lump-sum compensation for expenses in the amount of 10 % of the net order value.

16. Intellectual Property on the Website
All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, and other content appearing in or on the Sites (“Content”) are protected intellectual property of, or used with permission or under license by, our Company. Such Content may be protected by copyright, trademark, patent, or other proprietary rights and laws. This includes the entire Content of the Sites, copyrighted and protected as a collective work. All intellectual property rights associated with the Sites, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Sites. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on the Sites is strictly prohibited.
Subject to your compliance with this Agreement, we grant you a limited license to access and use the Sites and their Content for personal, informational, and shopping purposes. No Content from the Sites may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Sites or the Content.

17. Authorized use of the Website
While using the Sites, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Sites for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Sites or any other party’s use of the Sites. In addition, we expect users of the Sites to respect the rights and dignity of others. For example, you may not do any of the following without our consent:
Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Sites any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;

• Post to or transmit through the Sites any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
• Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Sites;
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Sites, or express or imply that we endorse any statement you make;
• Violate, or attempt to violate, the security of the Sites;
• Disseminate on the Sites any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Sites;
• Build a competitive product or service using the Sites, build a product or service using similar ideas, features, functions, or graphics as the Sites or determine whether the Sites are within the scope of any patent;
• Interfere in any manner with the operation or hosting of the Sites or monitor the availability, performance, or functionality of the Services;
• Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Sites or to collect any information from the Sites or any other user of the Sites; or
• Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Sites.

18. Downloads
The Sites may allow you to download certain Content, applications, software, and other information or materials. We make no representation that such download will be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with us or a third party.

19. User Content
You are responsible for any information, text, reviews, posts, images, videos or other materials or content that you post on the Sites, upload to us, or transmit through the Sites (“User Content”). You agree, represent and warrant that any User Content you post on the Sites or transmit through the Sites is truthful, accurate, not misleading, and offered in good faith, and that you have the right to transmit such User Content. You shall not upload, post, or otherwise make available on or through the Sites any User Content protected by copyright, trademark, or other proprietary right of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content.
 

PLEASE DO NOT POST OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, concepts, know-how, proposals, techniques, suggestions, or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose; (ii) such User Content will be deemed not to be confidential or proprietary; (iii) we may have something similar already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.
User Content License: By submitting User Content to us directly or indirectly (including through any use of third-party social media platforms directed at us), you grant to us (or warrant that the owner of such information and material has expressly granted to us) a royalty-free, perpetual, sublicensable, irrevocable, and unrestricted right and license: (i) to use, reproduce, display, modify, adapt, publish, perform, translate, transmit, and distribute or otherwise make available to others such User Content (in whole or in part and for any purpose) worldwide; (ii) to incorporate such User Content in other works in any form, media, product, service, or technology now known or hereafter developed for any purpose, including sale, manufacture, or advertising (and to exercise all intellectual property rights associated with such products or other works); and (iii) to use your name, screen name, location, photograph, avatar, image, voice, likeness, and biographical information provided in connection with the User Content in any and all media and for advertising or promotional purposes. You also hereby grant each user of the Sites a non-exclusive license to access your User Content through the Sites, and to tag, rate, review, comment on, use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Sites and under this Agreement. Additionally, you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of your User Content that you may have under any applicable law or legal theory. Notwithstanding the foregoing, please note that any personally identifiable information you submit to us through our “Contact Us” forms, product order pages, job application portals, or other forms that are intended to be confidential will be handled in accordance with our Privacy Policy and will not be publicly disclosed, except as described in our Privacy Policy or otherwise approved by you.

20. Interactive Features and Forums
We may host message boards, user-generated content, promotions, reviews, blogs, and other interactive features or services through which users can post or upload User Content or otherwise interact with the Sites or something on them (each, a “Forum”). We do not endorse User Content posted in Forums, cannot guarantee the accuracy or authenticity of such User Content, and are acting only as a passive conduit for such User Content. User Content may include suggestions for uses of our products that have not been evaluated or approved by us; we do not recommend such uses. You should never use our products in any manner other than as is described on its packaging. WE RESERVE THE RIGHT TO REMOVE ANY FORUM CONTENT, OF ANY VARIETY, AT ANY TIME FOR ANY REASON.
Forums are Public: You acknowledge and agree that Forums are public spaces and that your participation in such Forums creates no expectation of privacy. Further, you acknowledge that any User Content you communicate in Forums may be seen and used by others. You understand that our staff, outside contributors, or other users connected with us may participate in Forums or other aspects of the Sites and may employ anonymous usernames when doing so. Any user failing to comply with this Agreement may be expelled from and refused continued access to Forums in the future. However, we are not responsible for User Content that you or others choose to communicate in Forums, or for your actions or the actions of other users. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER USER CONTENT PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH THE SITES, YOU DO SO AT YOUR OWN RISK.
Our Rights: You acknowledge and agree that we reserve the right (but have no obligation) to do one or all of the following, at our sole discretion: (i) evaluate User Content before allowing it to be posted on a Site or any Forum; (ii) monitor User Content and Forums; (iii) alter, remove, reject, or refuse to post or allow to be posted, without notice to you, any User Content, for any reason or for no reason whatsoever; provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner; and/or (iv) disclose any User Content, and the circumstances surrounding its transmission, to any third-party in order to operate a Site, to protect us, our Site visitors or others, to comply with legal obligations or governmental requests, to enforce this Agreement, or for any other reason or purpose we deem appropriate. If you see User Content on our Sites that you believe violates this Agreement, please Contact Us.

21. Accounts
In general, you are not obligated to register for an account in order to access the Sites. However, certain sections and features of some of the Sites are available only to users who have registered for an account (“Account”). We may reject, and you may not use, a user ID (or e-mail address) for any reason in our sole discretion. For example, we may reject a user ID (or e-mail address) (i) that is already being used by someone else; (ii) that may be construed as impersonating another person; (iii) that belongs to another person; (iv) that violates the intellectual property or other rights of any person; or (v) that is offensive. You may only have one active Account at any given time, and you may not allow other people to use your Account to access the Sites.
If you maintain an Account, we expect you to accurately maintain and update any information about yourself that you have provided to us. You agree that you are responsible for all activities that occur under your Account, and for maintaining the confidentiality of your password. In addition, you agree to sign out from your Account at the end of each session if you are using a device that is shared with other people.
You agree to notify us of any unauthorized use of your Account username, log-in ID, password, or any other breach of security that you become aware of involving or relating to the Sites by contacting us as soon as possible. We reserve the right to take any and all actions we deem necessary or reasonable to maintain the security of the Sites and your Account, including without limitation, terminating your Account, changing your password, or requesting information to authorize transactions on your Account. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

22. Chats and Chatbots
Some of the Sites may have chat, live support, instant messaging, or similar functionality to serve you better (“Chats”). Chats may allow you to speak to a human representative, a Chatbot (as defined below), or some combination of the two. You should review our Privacy Policy to learn how we treat information that could identify you gathered via a Chat. If you are signed into an Account while using a Chat, the Chat may link the Account information with you or the Chat interaction. You may not impersonate or attempt to gain information regarding another individual via a Chat. Information provided via a Chat may be inaccurate, and Chats may not always be available or error-free. Chats may be provided by third-parties, and you may be entering into a contractual agreement with those third-parties when you use the Chat. You should refer to the applicable Chat and its hyperlinks to learn more.
Chats may use interactive, automated computer programs and similar technologies to provide customer service via the Chat (“Chatbots”). Chatbots often work by using “natural language processing” technology to understand your questions and inputs and respond to them with relevant information or follow-up inquiries. Our Chatbots typically identify that you are interacting with a computer program and not a human, sometimes by a “Powered by…” or a similar legend in the Chat or by setting up the Chat in such a way that its apparent that a Chatbot is used. Chatbots use technology to respond to your inputs without human intervention. Although Chatbots are automated, your inputs and responses may be viewed and accessed by our real people, possibly in real time. Be aware that some Chatbots may connect you to one of our human representatives. The Sites may provide features that enable you to get support for certain products including a chat feature, a support email address, or a telephone hotline. Information collected via these support methods is subject to our Privacy Policy. Be aware that communications may be monitored for quality assurance and other purposes. All information you provide to us for purposes of support is considered User Content.

23. Third party Content and Links
Any information, statements, opinions, or other information provided by third-parties and made available on the Sites are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on the Sites. 
We may provide on the Sites, solely as a convenience to users, links to websites, social media pages, mobile applications, or other services operated by other entities. If you click these links, you will leave the Sites. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites, services, or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website or service is authorized to use any of our trademarks, logos, or copyright symbols.
YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD-PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

24. Disclaimer of Medical advice
IN THE EVENT OF A MEDICAL EMERGENCY, CONTACT EMERGENCY SERVICES IMMEDIATELY. 
THE CONTENT CONTAINED ON SOME OF THE SITES MAY CONTAIN INFORMATION ABOUT PROCESSES, AND/OR THERAPIES THAT ARE NOT EVALUATED OR REGULATED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION. THE SITES MAY ALSO CONTAIN INFORMATION ABOUT MEDICAL CONDITIONS AND MEDICAL TREATMENTS. SUCH INFORMATION IS INTENDED AS AN EDUCATIONAL AID ONLY. IT IS NOT INTENDED AS MEDICAL ADVICE FOR INDIVIDUAL CONDITIONS OR TREATMENT. IT IS NOT A SUBSTITUTE FOR A PROFESSIONAL MEDICAL DIAGNOSIS, NOR DOES IT REPLACE THE NEED FOR SERVICES PROVIDED BY MEDICAL PROFESSIONALS.
ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, PHARMACIST, OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT OR A CHANGE IN YOUR PERSONAL CARE OR HEALTH CARE REGIME. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITES. WE ARE NOT RESPONSIBLE FOR THE RESULTS OF YOUR USE OF THE CONTENT, INCLUDING, BUT NOT LIMITED TO, YOU CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR YOU CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE CONTENT.

25. Indemnification
You agree to indemnify, defend, and hold us and the all of our directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of this Agreement; (ii) your activities in connection with the Sites; or (iii) User Content or other information you provide to us through the Sites. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

26. Consent to Communications
When you use the Sites or send communications to us through the Sites, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Sites. We may communicate with you by email or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting User Content, creating an Account, or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

27. Geographic Specific Terms
New Jersey Residents
If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranty; (ii) Limitation of Liability; (iii) Indemnity; and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.
California Residents
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using this Site, you agree that these California Civil Code Section 1542 protections no longer apply to you.  
European Union and UK
Exceptions to Liability Limitations: Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

28. Waiver
(1) No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. (2) No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.
(2) No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

29. Confidential Information
(1) All non-public, confidential or proprietary information of Dreve, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, dis- closed by Dreve to buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Dreve in writing.
(2) Upon Dreve’s request, buyer shall promptly return all documents and other materials received from Dreve.
(3) Dreve shall be entitled to injunctive relief for any violation of this Section.
(4) This Section does not apply to information that is: (a) in the public domain; (b) known to buyer at the time of disclosure; or (c) rightfully obtained by buyer on a non-confidential basis from a third party.

30. Force Majeure
(1) Dreve its agents, officers, directors, employees, successors, assigns, and affiliates, shall not be liable or responsible to buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Dreve including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, virus, pandemic, plague, disease or other public health crisis, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials (including, but not limited to, cease of export or import opportunities), materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, buyer shall be entitled to give notice in writing to Dreve to terminate this Agreement]. Under the circumstances identified in this Section 18, Dreve is released from the obligation to comply with any agreed time for delivery or unloading. Further, the above inability to supply gives Dreve the right to withdraw from the Agreement without giving the right to the buyer to claim for indemnity or other rights.

31. Assignment
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Dreve. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves buyer of any of its obligations under this Agreement.

32. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be cons- trued as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

33. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

34. Governing Law & Venue
(1) All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Minnesota.
(2) All actions, claims, disputes or proceedings arising under or relating to this Agreement shall be brought in the federal courts of the United States District Court for the District of Minnesota or the State of Minnesota and County of Hennepin, and each party irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Minnesota and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of Minnesota.

35. Notices
(1) All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing.
(2) All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid).
(3) Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

36. Severability
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

37. Survival
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following sections: 4, 11, 12, 13, 14, 28, 29, 34 and 37.

Rev.02.2025