ZENGINE™ - TEST KIT SERVICES

TERMS AND CONDITIONS

(version 1.0)
(last updated: September 17, 2021)

Agreement 1:  Consent to Electronic Records and Signatures 

In this Consent, the words “we,” “us,” “our,” “Zengine,” “Zenginescore.com” and “the Company” refer to SGS North America, Inc. “You” refers to the user of our services and the person providing this Consent.  By clicking “Continue” on the page that linked you to this agreement, you agree to conduct transactions with us electronically, which includes your consent to execute contracts and documents electronically, you represent that you have the necessary hardware and software to receive, print and save copies of documents that we send you, including by email, and to receive required notices and disclosures and any other documents related to your account (collectively, “Documents”) electronically to the extent not prohibited by applicable law. Our electronic delivery of Documents will include, but not necessarily be limited to, posting on the website, delivery to your user account or online portal, and sending via email (which may include attachments or embedded links). 

We may, at our discretion, provide Documents to you electronically or we may choose to send paper copies of Documents to you even though we have made or could have made them available to you electronically.

System Requirements to Access Documents

To receive and retain an electronic copy of the Documents, you must have the following equipment and software:
A personal computer or other device which is capable of accessing the Internet. Your access to this page verifies that your system/device meets these requirements.
For a desktop or tablet, one of the following Internet web browsers : Windows Edge Current Version (Windows Only); Mozilla Firefox Current Version; Safari Current Version (Mac OS only); or Google Chrome Current Version.
For a mobile device, one of the following Internet web browsers: Apple iOS Current Version or Android Current Version.
A valid email address.
A printer capable of printing from your device, if you choose to print. 

If any of the above equipment and software requirements for accessing and retaining your Documents change we will notify you by posting a notice to our website at zenginescore.com.

Updating your Contact Information

It is important that you keep your contact information, particularly your email address, current with us and we may treat your failure to do so as a withdrawal of your consent to receive Documents electronically. Therefore, please notify us immediately if you change any of your contact information, including your email address, using the contract information in the Contact Us section or updating your information by logging into your online account with us. 

Withdrawal of Electronic Acceptance of Documents
You may withdraw your consent to receive Documents electronically at any time and request to receive all future Documents, if any, in paper format, using the contact information in the Contact Us section. If you withdraw your consent before you obtain a loan or other product or service from us, you will not be able to complete your transaction with us, since our ability to provide an effective service to you requires electronic transmission of documents.  If you withdraw your consent after you receive a mortgage or other product or service from us, we will send all future Documents (if any) to you in paper form.  If you withdraw your consent to receive Documents electronically, you may experience slower service and will not be able to use certain features or receive certain information that are available only electronically. 

Paper Delivery of Documents

At any time, you may request from us, using the contact information in the Contact Us section, a paper copy of any Document we provided or made available electronically to you. You will be charged a fee for paper copies to cover printing and postage costs. 


Contact Us

You may contact us to change your contact information, request paper copies of Documents, or withdraw your prior consent to receive Documents electronically through any of the following means:
By email: NAMsupport@zenginescore.com
By mail: 
1600 Shore Rd, Suite G
Naperville, IL 60563
United States

Be sure you provide your name and mailing address and state that you are requesting a copy of the Documents.

Agreement 2:  Terms of Sale

THIS ZENGINETM TEST KIT SERVICES TERMS OF SALE (“Terms of Sale”) is made effective on the date it is agreed to by Customer using the ZENGINESCORE.COM online customer interface (“Effective Date”), and is between Customer and SGS North America, Inc., a corporation existing under the laws of the State of Delaware, with a principal place of business at 201 Route 17 North, 7th Floor, Rutherford, New Jersey 07070 (“SGS”). Customer and SGS together are the “Parties,” and each separately is a “Party.”

    The Parties agree as follows:

1. Provision of Services

  1. From information accurately provided by Customer on the Zenginescore.com website, SGS shall supply Customer with (1) an email confirmation containing  order details upon receipt of payment, (2) the number of test kits selected by Customer for which services are paid, (3) instructions for use of each such test kit and submission thereof to SGS for testing within twelve (12) months from the date of purchase, and (4) instructions enabling Customer to register on the Zengine.com website in order to receive test result. The component(s) of each test kit to be returned to SGS with each respective engine oil sample (the “Sample”) are and will remain the property of SGS. SGS shall provide engine oil testing and analysis services using the Sample(s) submitted by Customer in accordance with instructions provided to Customer for doing so, provided such Sample(s) are returned within twelve (12) months from the date of purchase, and shall use reasonable care and skill and in accordance with trade custom, usage or practice and such methods as SGS shall consider appropriate on technical, operational and/or financial grounds. For these purposes, the date of actual receipt by SGS shall be the date Sample(s) are returned.
  2. Results of testing and analysis of each Sample shall be provided to Customer in Reports of Findings posted into Customer’s Zenginescore.com registered account or delivered to Customer as otherwise provided by SGS. Information stated in Reports of Findings provided by SGS to Customer is derived from the results of inspection or testing procedures carried out on each Sample and in accordance with our assessment of such results on the basis of any technical standards, trade custom or practice, or other circumstances which should in our professional opinion be taken into account.
  3. Zengine Scores and/or Reports of Findings issued upon the testing of any portion of each Sample contain SGS’s conclusions only on that Sample as tested and as received from Customer, pursuant to the vehicle information provided by the Customer when the Sample was registered, and do not express any conclusion about the machine, engine, component or lot from which the Sample was drawn.
  4. Reports of Findings issued by SGS will be reflective of the facts as recorded by Customer in Customer’s purchase consummated on Zenginescore.com only. SGS is under no obligation to refer to, or report upon, any facts or circumstances which are outside the specific information so received or alternative parameters that might be applied.
  5. Customer acknowledges that SGS, by providing the services, neither takes the place of Customer or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of Customer to any third party or that of any third party to Customer.
  6. Each Sample submitted by Customer in accordance with instructions provided by SGS through the ZENGINE service shall be retained for 30 days or such other shorter time period as the nature of the Sample permits and then at SGS’s sole discretion either disposed of or returned to Customer, after which time SGS shall cease to have any responsibility for such Sample. Customer will be billed a handling and freight fee if any Sample is returned.
  7. Notwithstanding anything to the contrary contained in this Terms of Sale, SGS may, from time to time change the services provided for herein without the consent of Customer provided that such changes do not materially affect the nature or scope of the services, or the fees or any performance dates set forth in the  email confirmation containing order details.

2. Obligations of Customer

Customer shall:

  1. ensure that all information is provided, and each Sample is obtained and submitted so as to be received by SGS within twelve (12) months from the date of purchase, pursuant to the specific instructions and documents given to Customer via the Zenginescore.com user interface and any accompanying documentation provided with each test kit, to reasonably enable the purchased services to be performed;
  2. use all necessary and reasonable precautions to avoid personal injury and property damage while retrieving or handling any oil sample from any engine or equipment, including without limitation 
    1. using proper personal safety clothing, including but not limited to safety glasses, gloves and the like per the recommendation set forth in any instructions provided; 
    2. handling all equipment in a reasonably sound and safe manner by, for example, following all instructions provided, avoiding sample collection while any engine is running, or any vehicle is moving or unintentionally movable, or while such engine is at a temperature above ambient temperature or while such engine or engine oil is at an elevated pressure; 
    3. avoiding ingestion of or other physical exposure to any portion of any oil sample;
    4. avoiding spilling any oil sample or otherwise allowing a sample to be disbursed into the environment; 
    5. following all instructions provided in the test kit as well as any engine or equipment from which a sample is taken; 
    6. watching all recommended instructional videos or other materials provided by SGS in connection with the service; and
    7. reading and abiding by all safety warnings and notices made available in the kit or on any engine or equipment from which any sample is taken.
  3. supply accurate and complete information in registering for a Customer account on Zenginescore.com pursuant to instructions contained on Zenginescore.com and any instruction documentation provided with each test kit;
  4. ensure that all necessary measures are taken for safety and security of sample collection and submission conditions and shall not rely, in this respect, on SGS's advice whether required or not;
  5. inform SGS in advance of any known hazards or dangers, actual or potential, associated with any submitted Samples including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
  6. cooperate with SGS in all matters relating to the provisions of the services by (i) responding promptly to any SGS request to provide information reasonably necessary for SGS to perform the services in accordance with the requirements of this Terms of Sale; and (ii) providing such Customer materials or information as SGS may reasonably request to carry out the services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
  7. fully exercise all its rights and discharge all of Customer’s liabilities under any relevant sales or other contract with a third party and at law.

Fees and Payment

  1. Fees for the services rendered under these Terms of Sale shall be established between SGS and Customer, and along with applicable taxes shall be paid, based upon the pricing information posted on the Zenginescore.com website at the time each order is placed (such fees and taxes being subject to change from time to time at SGS’s sole discretion).
  2. All prices quoted on Zenginescore.com are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, SGS’s income, revenues, gross receipts, personal or real property, or other assets.
  3. Customer shall pay for the services ordered in advance using one of the third party payment methods specified on Zenginescore.com at the time of sale.
  4. Customer shall not be entitled to retain or defer payment of any sums due to SGS on account of any dispute, counter claim or set off which it may allege against SGS.
  5. In the event that Sample is lost or damaged during transport, SGS shall not be liable for any delays, loss, or damage resulting to or from Samples in transit. In the event that any Sample is lost or damaged after receipt by SGS, Customer will be notified via email..
  6. If SGS is unable to perform all or part of the services for any cause whatsoever outside SGS’s control including failure by Customer to comply with any of its obligations provided for in this Section 3 above SGS shall nevertheless be entitled to payment of:
    1. the amount of all non-refundable expenses incurred by SGS; and
    2. a proportion of the agreed fee equal to the proportion of the services actually carried out.

Non-Delivery of Kit(s) and Late Submittal of Sample(s).

  1. The quantity of any test kits as recorded by SGS on dispatch from SGS's place of business is conclusive evidence of the quantity received by Customer on delivery unless Customer can provide conclusive evidence proving the contrary.
  2. SGS shall not be liable for any non-delivery of test kit(s) (even if caused by SGS's negligence) unless Customer gives written notice to SGS of the non-delivery within fifteen (15) days of the date when the test kit(s) would in the ordinary course of events have been received.
  3. Any liability of SGS for non-delivery of the test kits shall be limited to replacing the test kit(s) within a reasonable time or adjusting the amount charged (by crediting an account or issuing a partial refund) respecting such test kit(s) to reflect the actual quantity delivered.
  4. In the event any Sample is received by SGS more than twelve (12) months from the date of purchase of the services for which an associated kit was shipped by SGS, no services shall be due from SGS and any fees paid by Customer therefor shall be nonrefundable.
  5.  Customer acknowledges and agrees that the remedies set forth in this 4 are Customer's exclusive remedies for any non-delivery of test kit(s).


5. Shipping Terms.

SGS shall make delivery in accordance with the terms on the face of the  email confirmation containing order details.

6.Title and Risk of Loss.

Title and risk of loss for those portions of the test kit(s) to be retained by Customer passes to Customer upon delivery of the test kit(s) to the address specified on the email confirmation containing order details. 

7. Customer’s Acts or Omissions.

If SGS’s performance of its obligations under this Terms of Sale is prevented or delayed by any act or omission of Customer, SGS shall not be deemed in breach of its obligations under this Terms of Sale or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.


8. Inspection and Rejection of Nonconforming Kits.

  1. Customer shall inspect the test kit(s) upon receipt ("Inspection Period"). Customer will be deemed to have accepted the test kit(s) unless Customer notifies SGS in writing of any nonconforming test kit(s) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by SGS. "Nonconforming Kit(s)" means only the following: (i) test kit(s) shipped is different than identified in Customer’s email confirmation containing order details; or (ii) one or more test kits’ labels or packaging incorrectly identifies the associated contents. 
  2. If Customer timely notifies SGS of any Nonconforming Kit(s), SGS shall, in its sole discretion, (i) replace such Nonconforming Kit(s) with conforming test kit(s), or (ii) credit or refund the price for such Nonconforming Kit(s), together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship, at its expense and risk of loss, the Nonconforming Kit(s) to SGS's facility located at 1600 Shore Road, Suite G, Naperville, IL 60563 . If SGS exercises its option to replace Nonconforming Kit(s), SGS shall, after receiving Customer’s shipment of Nonconforming Kit(s), ship to Customer, at Customer's expense and risk of loss, the replaced Goods to the Customer’s address indicated on the  email confirmation containing order details. 
  3. Customer acknowledges and agrees that the remedies set forth in Section 8(b) are Customer’s exclusive remedies for the delivery of Nonconforming Kit(s). Except as provided under Section 8(b), all sales of test kit(s) to Customer are made on a one-way basis and Customer has no right to return test kit(s) purchased under this Terms of Sale to SGS.

9. Suspension or Termination of Services

SGS shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:

  1. failure by the Customer to comply with any of its obligations hereunder and such failure is not remedied within thirty (30) days that notice of such failure has been provided to Customer; or
  2. any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by Customer.


10. Limited Warranty.

  1. SGS warrants to Customer that it shall perform the services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms of Sale.
  2. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 10(a), SGS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (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. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the test kit(s). Third Party Products are not covered by the warranty in Section 10(a). For the avoidance of doubt, SGS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, 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.
  4. SGS shall not be liable for a breach of the warranties set forth in Section 10(a) unless: (i) Customer gives written notice of the defective test kit(s) or Services, as the case may be, reasonably described, to SGS within five (5) days of the time when Customer discovers or ought to have discovered the defect; (ii) if applicable, SGS is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 10(a) to examine such test kit(s) and Customer (if requested to do so by SGS) returns such test kit(s) to SGS’s place of business at SGS’s cost for the examination to take place there; and (iii) SGS reasonably verifies Customer’s claim that the test kit(s) or services are defective.
  5. SGS shall not be liable for a breach of the warranty set forth in Section 10(a) if: (i) Customer makes any further use of such test kit(s) after giving such notice; (ii) the defect arises because Customer failed to follow SGS’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the test kit(s); or (iii) Customer alters or repairs such test kit(s) without the prior written consent of SGS.
  6. Subject to Section 10(d) and Section 10(e) above, with respect to any such test kit(s) during the Warranty Period, SGS shall, in its sole discretion, either: (i) repair or replace such test kit(s) (or the defective part) or (ii) credit or refund the price of such test kit(s) at the pro rata contract rate provided that, if SGS so requests, Customer shall, at SGS’s expense, return such test kit(s) to SGS.
  7. Subject to Section 10(d) and Section 10(e) above, with respect to any services subject to a claim under the warranty set forth in Section 10(a), SGS shall, in its sole discretion, (i) repair or re-perform the applicable services or (ii) credit or refund the price of such services at the pro rata contract rate.
  8. THE REMEDIES SET FORTH IN SECTION 10(f) AND SECTION 10(g) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SGS’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN Section 10(a).


11.Limitation of Liability.

  1. Reports of Findings are issued on the basis of information and/or samples provided by, or on behalf of, Customer and solely for the benefit of Customer who is responsible for acting as it sees fit on the basis of such Reports of Findings. Neither SGS nor any of its officers, employees, agents or subcontractors shall be liable to Customer nor any third party for any actions taken or not taken on the basis of such Reports of Findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false information provided to SGS.
  2. SGS shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside SGS’s control including failure by Customer to comply with any of its obligations hereunder.
  3. IN NO EVENT SHALL SGS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  4. IN NO EVENT SHALL SGS’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 ONE TIMES THE TOTAL OF THE AMOUNTS PAID TO SGS FOR THE TEST KIT(S) AND SERVICES SOLD HEREUNDER.
  5. The limitation of liability set forth in Section 11 shall not apply to liability resulting from SGS's gross negligence or willful misconduct.
  6. In the event of any claim, Customer must give written notice to SGS within thirty (30) days of discovery of the facts alleged to justify such claim and, in any case, SGS shall be discharged from all liability for all claims for loss, damage or expense unless a claim is brought within one year from:
    1. the date of performance by SGS of the service which gives rise to the claim; or
    2. the date when the service should have been completed in the event of any alleged non-performance.


12. Governing Law, Jurisdiction and Dispute Resolution

  1. Unless specifically agreed otherwise, all disputes arising out or in connection with these Terms of Sale, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by the substantive laws of the State of New Jersey exclusive of any rules with respect to conflicts of laws (whether of the State of New Jersey or any other jurisdiction).  
  2. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS CONTRACT, INCLUDING THE BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY ARBITRATION UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE SAID RULES. THE ARBITRATION SHALL TAKE PLACE IN HACKENSACK, NEW JERSEY AND BE CONDUCTED IN THE ENGLISH LANGUAGE. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE TRIBUNAL'S POWER TO RULE ON ITS OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE, THE TRIBUNAL HAS NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS.
  3. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE FOREGOING ARBITRATION PROVISION WILL REMAIN IN FORCE.
  4. CUSTOMER SHALL HAVE THE RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE OF ITS INTENTION TO DO SO TO SGS WITHIN SIXTY (60) DAYS OF THE AGREEMENT TO THESE TERMS OF SALE. IN SUCH EVENT, ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW JERSEY IN EACH CASE LOCATED IN THE CITY OF HACKENSACK AND COUNTY OF BERGEN, AND IN THAT EVENT EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. ALSO IN THAT EVENT, CUSTOMER HEREBY WAIVES CUSTOMER’S RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT FILED AGAINST SGS AND/OR RELATED THIRD PARTIES.

13. Notices

All notices, requests, 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 email confirmation containing order details or to such other address that may be designated by the receiving party in writing. 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). 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.

14. Termination.

In addition to any remedies that may be provided under these Terms of Sale, SGS may terminate these Terms of Sale with immediate effect upon written notice to Customer, if Customer: (a) has not paid amounts due or otherwise performed or complied with any of these Terms of Sale, in whole or in part; or (b) 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.

15. Waiver.

No waiver by SGS of any of the provisions of these Terms of Sale is effective unless explicitly set forth in writing and signed by SGS. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Sale operates, or may be construed, as a waiver thereof. 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.

16. Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms of Sale, for any failure or delay in fulfilling or performing any term of these Terms of Sale (except for any obligations of Customer to make payments to SGS hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms of Sale; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 15, the other party may thereafter terminate this Agreement upon ten (10) days' written notice.

17. Assignment.

Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SGS. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of Customer’s obligations under these Terms of Sale.

18. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in these Terms of Sale shall be construed 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.

19. No Third-Party Beneficiaries.

These Terms of Sale are 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.

20.Severability.

If any term or provision of these Terms of Sale is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision herein or invalidate or render unenforceable such term or provision in any other jurisdiction.

21. Survival

Provisions of these Terms of Sale which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Sections 11-21.

22. Amendment and Modification.

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.