Terms and Conditions
Published: 6.11.25
Revised: 6.13.25
Version: 1.1
Standard Terms and Conditions
Purchase of Goods
These Standard Terms and Conditions (“Terms”) are the commercial terms for the purchase of goods (“Products”) from Meras Engineering, Inc., d/b/a
Meras Water Solutions, and its subsidiaries, divisions, and affiliates and apply to all purchases of Products from Meras by any Customer (“Customer”)
with notice of these terms, however gained.
1.0 Products. Meras agrees to supply, and Customer agrees to purchase those products requested by Customer and identified in this Agreement
or any Purchase Order relating thereto (“the Products”). Meras will provide Customer Safety Data Sheets upon request.
2.0 Time. All orders are subject to: (i) credit approval; (ii) rejection or modification due to required delivery date or Product availability; and (iii)
minimum order quantities. No lead times are guaranteed unless agreed to in writing by both parties. Any delivery date stated in a quotation or otherwise is based on Customer’s timely compliance with Meras’ credit approval requirements and timely receipt of a purchase order as well as any necessary export documents and authorizations. Any delay may result in delays in shipment.
3.0 Pricing. Pricing shall be set forth in the Purchase Order. Customer acknowledges that prices, no matter where appearing, are effective only
for orders shipped on the date that such prices appear. Meras may change prices at any time without notice. If prices include a freight component, prices shall be subject to adjustments effective immediately without notice in the event of a subsequent change in freight rates or the imposition of a fuel or other surcharge. In the case of international sales, unless otherwise agreed, Customer shall be fully responsible: (i) to provide in writing the ultimate destination and identity of the end-user prior to shipment; (ii) to pay all duties, taxes and other charges imposed by any government on Products or on the purchase, exportation or importation of Products; and (iii) for compliance with applicable legal requirements for exportation and importation of Products.
4.0 Payment. All payments are due upon receipt of the Products unless otherwise agreed. Customers with unpaid invoices after thirty (30) days
will be subject to being placed on credit hold status until payment verification is made. Failure to timely pay will constitute a material breach of the
Agreement. In the event of default or delinquency, Meras may suspend delivery until all payments are received.
5.0 Returns. Title to the Products transfers to Customer at the time of delivery. Upon inspection, those Products confirmed to be defective may
be returned to Meras. Open or used products/chemical inventory may not be returned and will be invoiced at the applicable rate in effect at the time of
termination. Meras shall not be responsible for damages to Products incurred while in the custody, care or control of third-party carriers. Customer’s
exclusive remedy as to Meras shall be the replacement of defective/damaged Products or cancellation of the Order, at Meras’ election.
6.0 Non-Manufacturing Seller. Meras did not participate in the design or manufacture of the product. Meras did not create any instructions or
warnings accompanying the product. Customer’s sole and exclusive remedy for any claim arising from any alleged product defect (whether design,
manufacturing, marketing or otherwise) or warranty shall be appropriately directed to the manufacturer. Meras shall not be liable for any claims, costs or damages including any consequential damage arising from or relating to any claim of defect in the Products or any component thereof. An allegation of defective product shall not be grounds to withhold payment from Meras.
7.0 Limitations. Customer has superior access and knowledge of its operations, history and any applicable regulations. Customer retains sole
responsibility to determine the suitability/compatibility of the Products for its needs and requirements. Meras shall not be responsible for issues arising from or relating to the suitability/compatibility of the Products for Customer’s needs and operations. Under no circumstance, will Meras be liable for special, incidental or consequential damages including but not limited to claims arising from personal injuries, property/equipment damages, loss of use, loss of customers, lost profits, business interruption or otherwise. Meras shall not be held liable for any claims or causes of action arising from or relating to the alteration or misuse of the Products including but not limited to failure to follow instructions or warnings. Commensurate with its limited role as a non-manufacturing seller, Meras’ total liability shall not exceed the sales amount provided for the specific Product(s) at issue.
8.0 Warranties. ALL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS AND ALL REPRESENTATIONS, GUARANTEES, WARRANTIES,
WARNINGS AND INSTRUCTIONS ARE SOLELY FROM THE MANUFACTURER. MERAS MAKES NO ADDITIONAL REPRESENTATION,
GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED ABOUT THE PRODUCTS. CUSTOMER AGREES AND UNDERSTANDS THAT
WATERBORNE PATHOGENS PRESENT INHERENT RISKS AND NO PRODUCT CAN BE WARRANTED OR REPRESENTED TO COMPLETELY
PREVENT THE SAME. MERAS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE OR NON-INFRINGEMENT, OR THAT MIGHT OTHERWISE ARISE FROM ANY REPRESENTATIONS MADE BY OR ON BEHALF OF MERAS OR FROM ANY DESCRIPTION OR SAMPLE OF ANY PRODUCTS. MERAS’ LIABILITY, IF ANY, SHALL BE LIMITED TO REPLACEMENT OF DEFECTIVE PRODUCTS OR REFUND OF THE PURCHASE PRICE UPON TIMELY RECEIPT OF NOTICE.
9.0 Indemnification. CUSTOMER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS MERAS, ITS OFFICERS, DIRECTORS, EMPLOYEES,
MANAGERS, AND THEIR SUCCESSORS AGAINST ALL ACTIONS, SUITS, CLAIMS, LOSSES, LIABILITIES AND DEMANDS WHATSOEVER,
INCLUDING COSTS, EXPENSES, AND ATTORNEYS’ FEES, RISING FROM OR RELATING TO THE PRODUCTS PROVIDED BY MERAS INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON NEGLIGENCE. These protections will survive expiration or termination of the Agreement.
Meras will promptly notify Customer of any claim asserted against it for which such indemnification is sought. Meras shall not be liable for any fines or
civil penalties arising from or relating to the Customer’s location(s), System(s) or the owner/operator’s failure to comply with any regulations.
10.0 Force Majeure. Except with respect to Customer’s obligation to pay invoices when due, if Meras or Customer is prevented from or delayed
in performing by a force majeure event, it shall not be liable or responsible for its failure to timely perform but shall perform as soon as possible after the force majeure event ceases. References to force majeure shall refer to circumstances that are beyond a party’s control and that affect production or
transportation, including acts of God, acts of war, acts of government, terrorism, riots, labor strikes, labor lockouts, interruption in telecommunication
transmission or product transportation, materials or supply chain shortages or delays or sudden severe increases in materials prices or other costs,
accident, fire, water damage, flood, earthquake, windstorm, other natural disasters and catastrophes, and compliance by a party with any order, action,
direction or request of any governmental officer, department, agency, authority, or committee thereof. This provision is intended to be interpreted to
expand rather than limit the application of the Uniform Commercial Code (“UCC”).
10.1 Equitable Adjustments. If delivery of Products is delayed, disrupted, suspended, or otherwise impacted at any time by any issues beyond
Meras’ control including but not limited to: (1) governmental, regulatory actions, and/or orders arising out of or relating thereto; (2) disruptions to material and/or equipment supply chains, including increased costs; (3) delayed inspections or permit approvals, (4) government quarantines, shelter-in-place orders, evacuations, closures, or other mandates, restrictions, and/or directives, including those relating to social distancing; (5) Customer restrictions and/or directives; (6) fulfillment of Meras’ contractual or legal health and safety obligations, including personal protective equipment, and/or (7) tariffs, trade wars, or other governmental action, then Meras shall be entitled to an equitable adjustment, determined by Meras, to both the time and manner of performance and the price to account for any such delays, disruptions, suspensions, impacts or cost increases.
11.0 Disputes. This Agreement and any dispute arising from or relating to the Products provided by Meras shall be governed by the laws of
California. In the event of a dispute, the parties agree to attempt to resolve the dispute through good faith negotiation within forty-five (45) days of receipt
of notice of an issue. If the dispute is not resolved through negotiation, the parties agree to mediate with a mutually agreeable third party prior to initiating a lawsuit. Each party agrees that the courts of California shall have personal jurisdiction over the parties and subject matter jurisdiction over any issue or dispute arising out of or related to the Products, and that venue shall be proper in Stanislaus County, California.
12.0 Entirety. These terms constitute the entire agreement of the parties with respect to the subject matter hereof; they replace all previous
correspondence, proposals, offers, usages, course of dealings and conventions including implied contracts or commitments. Accordingly, no additional
or different terms or attempted exclusions or modifications (by way of purchase order, acceptance, confirmation, communication, course of performance or otherwise, shall be effective in the absence of the express written consent of Meras.
Terms and Conditions
These Terms and Conditions (“Terms”) apply to the products, goods, and services (collectively “Services”) provided by Meras Engineering, Inc., d/b/a Meras Water Solutions, and its subsidiaries, divisions, and affiliates (“Meras”) to any Customer (“Customer”) or Customers of Nutrien Retail Solutions. These Terms are incorporated into and are material terms of any agreement, addenda, work order, invoice, purchase order, change order or proposal to which the Terms are attached or referenced and apply to any product or service provided by Meras. These Terms supersede all previous correspondence, proposals, offers, usages, course of dealings and conventions including any implied contracts or commitments. The Agreement or other contract between Meras and Customer along with these Terms, shall be referred to collectively as the “Agreement.”
1.0 Scope. The Services include and extend to only those systems and locations expressly identified in the Scope of Work and agreed upon between Meras and Customer (the “System(s)”). The Services are provided for the limited purposes identified herein to the exclusion of all other systems, locations, services, and purposes. Any changes to the Systems, services or purposes must be made in writing. Additional work shall be subject to adjustments in corresponding price.
1.1 Purpose. The Purpose of the Services is dependent upon those elected by Customer and agreed to by Meras in the Scope of Work.
2.0 Treatment of Agricultural Micro Irrigation Systems and/or Irrigation Water Ways. Upon request, Meras may provide Services intended to promote system efficiency, flow, and longevity in Customer’s irrigation systems, storage tanks, ponds, reservoirs, lakes, and canals through the minimization of scale formation and/or microbial fouling. These Services exclude all other purposes including food safety considerations more appropriately addressed through Agricultural Food Safety and Non-Food Safety Treatment. Customer agrees that pre-existing conditions inside the System may be undetectable, and the Services may cause deposits to release into the System. Meras is not responsible for any issues arising from or relating to the release of materials into the System including clogs.
2.1 Agricultural Food Safety and Non-Food Safety Treatment. Upon request, Meras may provide Services intended to assist Customer in achieving Customer’s desired agricultural water quality conditions (Water Quality Parameters) through minimization of the risk of waterborne contaminants in specified irrigation systems and water ways (lakes, ponds, reservoirs, canals), where possible. The Services are intended to address agricultural water for irrigation purposes only and exclude other potential sources of contamination which may be more appropriately addressed through guidance offered by various sources relating to produce or food safety.
2.1.1 Foliar Recommendations. Upon request, and based on the information provided by Customer, Meras may recommend third party products for the direct treatment of crops for plant pathogens. Customer will be responsible for ensuring compatibility and proper application of the subject products. All warranties are exclusive to the manufacturer. All technical information, specifications, and warranties regarding the nature, purpose, quality and capabilities of any such products are proprietary to the manufacturer and Meras makes no such warranties or representations. Customer’s exclusive remedy arising from any issue with such third-party products (including but not limited to crop loss) is against the manufacturer.
2.1.2 Water Quality Parameters. It is Customer’s sole responsibility to determine and establish Water Quality Parameters for the Systems and to ensure the ultimate fitness of Customer’s agricultural products. Customer has sole responsibility for compliance with all laws, regulations, codes, and authorities that may apply to Customer’s System(s) and agricultural products including but not limited to the Food Safety Modernization Act, Leafy Greens Marketing Agreement, PrimusGFS and others. Customer is solely and exclusively responsible for any claims or causes of action arising from or relating to compliance or the ultimate fitness of its agricultural products. Meras shall not be responsible for any claim or cause of action arising from or relating to compliance with any regulations, Water Quality Parameters, or requirements for agricultural products including but not limited to rejected orders or shipments.
2.1.3 Agricultural Testing. Customer is responsible for compliance with applicable regulations and standards with respect to water testing, monitoring and validation. Customer may engage Meras to collect water samples for third-party analysis. In those instances, Meras will: (1) obtain the agreed upon number of samples from the Systems in accordance with the methods prescribed by the Customer or approved testing laboratory; (2) store and transport those samples to the approved testing laboratory; and (3) provide the reported results to Customer. In reporting or transmitting the test results, Meras does not warrant that the reported levels within any given environmental sample are safe or that they are reflective of the levels within the Customer’s water System(s) at any location or time other than the moment and location at which the sample was obtained. While Meras may assist, Customer is ultimately responsible for interpreting results and implementing the appropriate corrective response. Meras shall not be liable for any claims or causes of action arising from any of the foregoing. Customer acknowledges that the frequency at which samples are to be taken is subject to change and agrees to pay all corresponding costs.
2.1.4 Agricultural Audits. Customer is responsible for compliance with documentation and audit requirements under various authorities which may include but are not limited to the Food Safety Modernization Act, Leafy Greens Marketing Agreement, Primus GFS and others. Upon request, Meras will assist with recordkeeping, verification, and documentation as appropriate.
2.1.5 Agricultural Limitations. While the Services may assist in the minimization of risk, no service can guarantee the complete elimination or prevention of waterborne pathogens (including but not limited to E. coli, total coliforms, or Legionella), a non-detect, or the subsequent return of pathogens. Even well treated systems can contain pathogens. Some systems may require multiple treatments. Customer agrees that Meras cannot control environmental factors which are dynamic and may rapidly change. Customer agrees that Meras cannot have complete knowledge of the internal condition of the entire System or its history. Customer remains solely responsible for the operation of its System(s) and compliance with all applicable laws, regulations, codes, and authorities.
2.1.6 Agricultural Customer’s Obligations. Customer is responsible for the proper maintenance and operation of its Systems and the ultimate fitness of its agricultural products. The success of the Services depends upon and requires Customer’s cooperation and commitment. Customer makes the following representations and warranties: (1) the Systems are in good condition with adequate water flow, velocity and working feed equipment for treatment to be effective; (2) Customer, at its expense, shall maintain and operate the Systems in a safe and prudent manner, including routine maintenance, cleaning and repair as recommended by the equipment manufacturer or Meras; (3) Customer shall provide Meras reasonable access to the Systems as needed for the Services; (4) Customer shall read and comply with the recommendations provided by Meras in service reports or otherwise; (5) Customer shall notify Meras of any changes or disruptions in the Systems that may impact the Services; and (6) Customer shall repair leaks as they occur. To the extent Customer’s Systems are not operated continuously, Customer is responsible for proper shutdown, winterizing, flushing, and start-up consistent with the manufacturer’s guidelines. Customer may request a quotation from Meras for these services. Meras will not be liable for any damages or conditions arising from any of the foregoing Customer Obligations.
2.1.7 Return of Products/Equipment for Agricultural Customers. Other than an established equipment lease agreement, Customer owns all equipment invoiced at point of installation. Open or used products/chemical inventory may not be returned and will be invoiced at the applicable rate in effect at the time of termination. In the event any Meras equipment becomes lost, stolen, damaged, seized or condemned, Customer agrees, at Meras’ election, to pay Meras for the book value of the equipment, cost of repairs (if feasible) or the total costs of new equipment including installation costs. All equipment warranties are solely from the manufacturer.
3.0 Industrial Treatment. Upon request, Meras may provide Services intended to promote system efficiency and longevity in process and/or comfort cooling/heating systems. These Services are intended to minimize piping and equipment corrosion, scale formation, system wide microbial fouling and microbial induced corrosion. The sole purpose and scope of these minimizing factors is to aid in preservation of asset value, reduce energy and water consumption, reduce maintenance costs and achieve optimal heat transfer. Unless otherwise specified herein, the Services exclude health based considerations including those more appropriately addressed through an ASHRAE 188 Water Management Plan which can be provided upon request.
3.1 Industrial Customer’s Obligations. Customer is responsible for the proper maintenance and operation of its Systems. The success of the Services depends upon and requires Customer’s cooperation and commitment. Customer makes the following representations and warranties: (1) the Systems are in good condition with adequate water flow, velocity and working chemical feed and controls for treatment to be effective; (2) Customer, at its expense, shall maintain and operate the Systems in a safe and prudent manner, including routine maintenance, cleaning and repair as recommended by the equipment manufacturer, mechanical contractor or Meras; (3) Customer shall provide Meras reasonable access to the Systems as needed for the Services; (4) Customer shall read and comply with the recommendations provided by Meras in service reports or otherwise; (5) Customer shall notify Meras of any changes or disruptions in the Systems that may impact the Services; and (6) Customer shall repair leaks as they occur. To the extent Customer’s Systems are not operated continuously, Customer is responsible for proper shutdown, lay-up, winterizing, cleaning, flushing, passivation, and start-up consistent with the manufacturer’s guidelines. Customer may request a quotation from Meras for these services. Meras will not be liable for any damages or conditions arising from any of the foregoing Customer Obligations.
4.0 Water Management Program. Upon request, Meras will work with Customer’s team to develop a Water Management Program (WMP) for the purpose of minimizing the risk of Legionellosis based on the principles outlined in ANSI/ASHRAE 188. An ASHRAE 188-compliant WMP is a facility-specific document that describes water systems, identifies hazards, designates control measures, and assigns verification and validation schedules with appropriate corrective actions for the purpose of minimizing the risk of Legionellosis, if possible. This program will be guided by U.S. Centers for Disease Control and Prevention recommendations and the current ASHRAE 188 Standard for risk management of Legionellosis in building water systems. The WMP will include and extend only to those Systems and locations expressly identified in the Scope of Work to the exclusion of all other systems and locations. Any change to the scope of work shall be made in writing.
4.1 WMP Facility Survey. With Customer support and assistance, Meras will conduct and document a site survey of the System(s) to identify points of concern (“Survey”). Water systems of potential concern include, but are not limited to potable water, cooling towers, evaporative condensers, humidifiers, decorative fountains, pools, spas, hydrotherapy systems, ice machines, and other identified water systems that can mist or aerate. Customer will provide accurate and complete information about its systems including but not limited to schematics and any conditions that may impede complete water flow, unusual system issues, past microbiological issues, end point uses, current start-up and shut down procedures and related items requested by Meras. Incomplete or inaccurate information may reduce WMP effectiveness. Meras is not responsible for damages arising from conditions pre-existing this WMP, issues arising from incomplete or inaccurate information or for events occurring after the term of this Agreement has expired.
4.2 WMP Cooperation. The success of any WMP depends on the full participation and commitment of Customer. Customer shall: (a) determine and provide the names, titles and contact information for the WMP Team; (b) make adjustments to the WMP Team as needed; (c) attend all Water Management Program meetings; (d) assist with the initial Survey and any re-survey; (e) provide documentation including but not limited to site maps and list of immunocompromised persons at or near the Facility; (f) assist in the completion of the CDC Water Infection Control Risk Assessment; (g) determine all control limits/control measures; (h) take effective remedial action when control limits are not achieved; (i) provide water treatment reports to the WMP Team; (j) provide any Legionella or microbial test reports to the WMP Team; and (k) complete periodic audits of the WMP. Meras shall not be responsible for any issues arising from or relating to Customer’s failure to do any of the foregoing.
4.3 WMP Third-Party Support. The information collected during the Survey may be entered into a third-party online platform (such as LegiDoc). This data is essential and will be used to generate the framework for the Legionella WMP tailored to Customer’s requirements. The program includes flow diagrams, identifies sites critical to the control of Legionella bacteria, and establishes control measures and limits for the identified water systems. The program also includes monitoring schedules and corrective actions when limits are not under control. Over the course of the year, the program must be reviewed as conditions change within the facility. Changes may prompt updates to the information in the online platform.
4.4 WMP Platform Subscription Renewal. Third-party WMP support vendors periodically update their online platforms to reflect changes in the industry and keep information current. Customer will have access to the platform for one year following purchase. Customer must renew its access subscription annually to continue to use the online Platform to manage the program and to ensure WMP effectiveness. In the event of non-renewal, the objectives of the WMP may be compromised. Meras shall be held harmless for any damages arising from or relating to non-renewal.
4.5 WMP Renewal. The WMP should be renewed annually to ensure plan effectiveness. Meras may increase the prices for services and chemicals prior to the commencement of each renewal term upon written notice to the Customer. Meras shall be held harmless for any damages arising from or relating to non-renewal.
4.6 WMP Modifications. Customer’s modifications to any aspect of the WMP may impact plan effectiveness and the objectives of the WMP may be compromised. Customer shall hold Meras harmless from any and all claims for damages arising from or relating to the Customer’s alteration or modification of any aspect of the WMP including not limited to modifications to areas of concern, action levels, control measures, testing frequency, testing locations and related items.
4.7 Exclusivity. The WMP is intended to be implemented and administered with the participation of Meras and its representatives. Failure to include Meras in the ongoing implementation and administration of the WMP may compromise its impact and effectiveness. Meras shall be held harmless for any damages or issues arising from or relating to the implementation or administration of the WMP without Meras’ participation or for any damages or issues arising after Meras’ participation with the WMP has ended.
4.8 WMP Related Liabilities. Implementation of and adherence to a WMP is ultimately the responsibility of Customer, as the owner/operator of the facility. While WMPs may assist in the minimization of risk, no plan can be represented to completely prevent or control Legionella to a safe level, control all risk factors for infection or prevent human illness. Meras disclaims any liabilities relating to waterborne pathogens or any related health risks. Customer releases Meras and any WMP third-party support vendor from all liability in connection with any WMP related Services. Customer and Meras further agree that the risks between them have been allocated such that Meras’ total liability, if any, shall not in any event exceed a maximum of the amount received by Meras as compensation for the WMP related Services under this Agreement.
5.0 Legionella Testing. Upon express written request, Customer may engage Meras to provide to Legionella testing related services. In those instances, Meras will: (1) obtain the agreed upon number of environmental samples from the Systems in accordance with the methods prescribed by a CDC Elite approved testing laboratory (including potable water, non-potable water and/or swab samples as appropriate); (2) store and transport those samples to the laboratory to perform the necessary testing for each environmental sample; and (3) provide the reported results to Customer. In reporting or transmitting the test results contemplated by this Agreement, Meras does not warrant that the reported levels of Legionella pneumophila within any given environmental sample are safe or that they are reflective of the levels of Legionella pneumophila within the Customer’s water System(s) at any location or time other than the moment and location at which the sample was obtained. Customer is responsible for implementing the appropriate response to any test results including instances of Legionella positivity. Meras shall not be liable for any claims or causes of action arising from the method, sampling location, means or manner of Legionella testing contemplated by this Agreement including the method of sampling prescribed or the sampling locations. Customer acknowledges that the frequency at which samples are to be taken is subject to change and agrees to pay all corresponding costs. Customer shall identify the specific sampling locations at which Meras is to obtain samples from Customer’s System(s) before any sampling begins. Customer shall provide Meras with reasonable access to its premises and the Customer-identified sampling locations to allow Meras employees to perform the sample collection.
5.1 Confidentiality. Meras will not report or disclose any measurement, data or information relating to Services provided at Customer location(s) to any other person or entity without the express written consent of Customer. Customer agrees that it retains the sole and exclusive responsibility to timely report and disclose any information relating to Customer location(s) to the appropriate environmental, government agency, or public health official as required by federal or local law. Notwithstanding the foregoing, Meras reserves the right to anonymously reference general performance data for market research, marketing, and optimization of services. This Confidentiality provision does not apply to the disclosure of chemical usage and inventory data shared with third-party chemical monitoring services that may be employed by Meras in the performance of the Services.
5.2 Emergency Response. In the event of a water management-related emergency, such as certain waterborne pathogen positivity, a major water disruption, or an infection, Meras can respond on-site to assist within 48 hours of request. Meras will make recommendations to help minimize risks, to disinfect the positive water system, and to comply with local, State, and Federal public health regulations or directives. Any communications with legal counsel should be directed to legal counsel for Meras. Emergency response will be separately billed and paid by Customer. Additional rates and fees will apply when responding to customer requests for consultation in any of the customer’s legal claims and proceedings. All legal fees and expenses incurred by Meras while assisting or supporting Customer in response to a claim, investigation or lawsuit including but not limited to witness interviews, depositions or subpoenas shall be paid by Customer.
5.3 Legionella Science. Scientific evidence is either lacking or inconclusive in certain aspects of Legionella. The safe level for Legionella bacteria is unknown and the scientific consensus is that complete prevention of Legionella bacteria is neither realistic nor practical. ASHRAE Standard 188 remains under continuous maintenance. While certain measures may assist in the minimization of risk, no water treatment related service can be represented to completely prevent or control Legionella to a safe level, control all risk factors for infection or prevent human illness. Meras disclaims any liabilities relating to waterborne pathogens or any related health risks. Customer releases Meras and any WMP third-party support vendor from all liability in connection with any WMP related Services.
6.0 System Status. Meras will assess the Systems covered by the Agreement prior to the initiation of services. The parties acknowledge that this assessment may provide limited information as the System internals may be obstructed from view and latent defects may be undetectable. Customer has superior access and knowledge of its operations and history including the existence and nature of any pathogens in its Systems. Customer also has superior knowledge of all federal, state, and local environmental laws and regulations which may apply to its facilities and any history of related issues. Customer will provide Meras with accurate and complete information about the subject Systems including but not limited to water flow, identification of all dead legs or other system irregularities that impede complete water flow, unusual issues, past microbiological issues, end point uses, current start up and shut down procedures, and other similar items. Customer acknowledges that incomplete, inaccurate, or incorrect information may reduce plan effectiveness. Customer acknowledges and intends that Meras relies on the information provided by Customer. Meras is not responsible for consequences arising from conditions pre-existing this Agreement or issues arising from incomplete, inaccurate, or incorrect information provided by the Customer or for conditions occurring after the term of this Agreement has expired.
7.0 Site Specific Considerations. Water systems are dynamic, and any control recommendations provided by Meras may vary from those provided by an equipment manufacturer or contractor as site specific considerations and operating conditions may require. Meras will provide periodic supervisory on-site service visits at the frequency deemed appropriate by its service representatives and as dictated by site specific considerations. Meras will provide electronic service reports after each visit or at the frequency deemed appropriate by its service representatives based on the service provided and as dictated by site specific considerations.
8.0 Recommendations. Meras is not responsible for damages relating to Customer’s failure to properly clean, operate or maintain the systems or attendant equipment. Customer acknowledges that failure to follow Meras’ recommendations may reduce the effectiveness of the Services provided. Meras makes no representation or warranty regarding its Services in the event Meras’ recommendations are not followed. Meras shall be held harmless for any damages or claims arising from or relating in any manner to the failure to follow Meras’ recommendations.
9.0 Other Services. Meras provides other water treatment related products, services, and equipment, such as passivation, layups during non-operating periods, start-ups, hyperchlorinations, cleanings, disinfections and other services. These services are not included in this Agreement and are available upon request.
10.0 Initial Term & Renewal. This Agreement shall commence on the date of execution and shall automatically renew for successive 12-month terms unless Customer provides 30 days written notice of termination prior to the annual renewal date. Changes in the services or chemicals may be required during the pendency of this Agreement. Meras shall notify Customer of adjustments in costs as they occur and prior to annual renewals. These Terms will continue to remain in full force and effect for all renewals.
10.1 Payment Terms. All payments are due within thirty (30) days from the date of Meras’ invoices. Customers with unpaid invoices after ninety (90) days will be subject to being placed on credit hold status until payment verification is made. Failure to timely pay will constitute a material breach of the Agreement. In the event of default or delinquency, Meras may suspend Services until all payments are received.
10.2 Termination. Either party may terminate this Agreement, with or without cause, at any time upon 30 days written notice. Customer will be responsible for payment of all invoices and for products/equipment shipped and services rendered prior to termination. In the event of termination, or default, all invoices and amount due through the date of the termination/default must be made current. Upon termination or default, the customer will be responsible for the prorated cost of chemicals used and services performed. If an attorney is needed to assist in debt collection attorney’s fees will be paid by Customer.
10.3 Limitations of Liability. Customer and Meras agree that the risks between them have been allocated such that Meras’ total liability, if any, shall not in any event exceed a maximum of the annual amount received by Meras as compensation for the Services under this Agreement. Meras shall be held harmless for any damages or claims arising from in any manner to Customer’s failure to comply with Customer Obligations or otherwise failure to abide the terms of this Agreement. Customer agrees and understands that waterborne pathogens present inherent risks in Customer’s Systems and issues may occur despite the implementation of minimization efforts. The Services are not intended, represented or warranted to prevent or eliminate waterborne pathogens.
10.4 Warranties. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS. MERAS MAKES NO ADDITIONAL WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE SERVICES PROVIDED, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Upon inspection and instructions by the Customer, defective materials may be returned to the MERAS. If found to be defective such goods will be replaced or repaired. MERAS shall not be liable for breach of warranty for any loss or damage arising from the use of such materials. The exclusive remedy against MERAS for breach of warranty shall be that of replacement of defective materials.
10.5 Indemnification. CUSTOMER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS MERAS, ITS OFFICERS, DIRECTORS, EMPLOYEES, MANAGERS, AND THEIR SUCCESSORS AGAINST ALL ACTIONS, SUITS, CLAIMS, LOSSES, LIABILITIES AND DEMANDS WHATSOEVER, INCLUDING COSTS, EXPENSES, AND ATTORNEYS’ FEES, RISING FROM OR RELATING TO THE SERVICES PROVIDED BY MERAS. INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON NEGLIGENCE. These protections will survive expiration or termination of the Agreement. Meras will promptly notify Customer of any claim asserted against it for which such indemnification is sought. Meras shall not be liable for any fines or civil penalties arising from or relating to the Customer’s location(s), System(s) or the owner/operator’s failure to comply with any regulations.
10.6 Force Majeure. Except with respect to Customer’s obligation to pay invoices when due, if Meras or Customer is prevented from or delayed in performing by a force majeure event, it shall not be liable or responsible for its failure to timely perform but shall perform as soon as possible after the force majeure event ceases. References to force majeure shall refer to circumstances that are beyond a party’s control and that affect production or transportation, including acts of God, acts of war, acts of government, terrorism, riots, labor strikes, labor lockouts, interruption in telecommunication transmission or product transportation, materials or supply chain shortages or delays or sudden severe increases in materials prices or other costs, accident, fire, water damage, flood, earthquake, windstorm, other natural disasters and catastrophes, and compliance by a party with any order, action, direction or request of any governmental officer, department, agency, authority, or committee thereof. This provision is intended to be interpreted to expand rather than limit the application of the Uniform Commercial Code (“UCC”).
10.6.1 Equitable Adjustments. If Services are delayed, disrupted, suspended, or otherwise impacted at any time in the commencement, cost of, or progress of the Services by any issues beyond its control including but not limited to: (1) governmental, regulatory actions, and/or orders arising out of or relating thereto; (2) disruptions to material and/or equipment supply chains, including increased costs; (3) delayed inspections or permit approvals, (4) government quarantines, shelter-in-place orders, evacuations, closures, or other mandates, restrictions, and/or directives, including those relating to social distancing; (5) Customer restrictions and/or directives; (6) fulfillment of Meras’ contractual or legal health and safety obligations, including personal protective equipment, and/or (7) tariffs, trade wars, or other governmental action, then Meras shall be entitled to an equitable adjustment, determined by Meras, to both the time and manner of performance and the price to account for any such delays, disruptions, suspensions, impacts
or cost increases.
10.7 Assignment. The Agreement cannot be assigned by either party without prior written consent, except to a parent or subsidiary or a subsidiary of its parent, or to a successor by merger, consolidation or purchase of substantially all the assets of at least that portion of the assigning party’s business related specifically to this agreement.
10.8 Disputes. This Agreement and any dispute arising from or relating to the Services provided by Meras shall be governed by the laws of California. In the event of a dispute relating to the Services or Agreement, the parties agree to attempt to resolve the dispute through good faith negotiation within forty-five (45) days of receipt of notice of an issue. If the dispute is not resolved through negotiation, the parties agree to mediate with a mutually agreeable third party prior to initiating a lawsuit. Each party agrees that the courts of California shall have personal jurisdiction over the parties and subject matter jurisdiction over any issue or dispute arising out of or related to the Services, and that venue shall be proper in Stanislaus County, California.