Buyer’s Standard Terms & ConditionsUpdated on April, 2014
This Purchase Order (“PO”) contains the entirety of the Terms and Conditions (“Terms”) of Agilex Flavors & Fragrances’ (“Buyer”) offer. Neither Buyer nor Seller (“Seller”) shall be bound by oral or written agreements not expressly included in this PO. Acceptance of the PO is expressly limited to and made conditional upon the exclusivity of the Terms and Conditions and is expressly made conditional upon Seller’s assent to terms and conditions which differ from or are additional to those in Seller’s offer. This PO may be amended and altered only by a writing signed by authorized representatives of both Seller and Buyer expressly referencing the terms or conditions being modified, and purporting to constitute an amendment to this PO. The Buyer and Seller may each be referred to herein as a “Party” and together as the “Parties.”
These Terms and Conditions, as may be amended from time to time, apply to the purchase by Buyer of all Products and/or services (“Product”) from Seller as described on the face of the PO or other documents referenced on the face of such PO. The term Product throughout these Terms and Conditions includes without limitation, raw materials, supplies, components, tooling equipment and all services. No PO is valid unless issued by Buyer on its official, electronic or otherwise generated, PO to the Seller. If there is an existing agreement executed by both Buyer and Seller, the terms and conditions of the executed agreement will prevail over the Terms hereunder.
PRICING; RISK OF LOSS
All prices payable by Buyer for the Product are stated in the PO and include the cost of packaging and delivery and shall be on the delivery term specified in the PO to the specified destination. Unless otherwise specified in this PO, title to the Product covered by this PO and all risk of loss or damage to such Product shipped shall be in Seller, irrespective of FOB or other delivery terms, and shall remain in the Seller until the Product have been delivered to Buyer’s applicable facility and have been accepted at that facility. Product have been delivered to Buyer’s applicable facility and have been accepted at that facility.
Seller shall meet all quality requirements of Buyer and all quality requirements of Buyer’s customers, including, but not limited to, all applicable plans, specifications, and other contract descriptions, as set forth on the face of the PO. The quality of the Product shall be subject to the satisfaction of the Buyer, who shall be entitled to rejectnon-conforming Product.Buyer or its designated representative or government agency shall have the right from time to time during business hours after reasonable notice to the Seller to
- inspect the Product wherever it is located;
- remove samples of the Product for inspection and testing; and
- obtain factory site and other information from the Seller to confirm conformance of the Product with agreed specifications. No such inspection, testing or inquiry shall be deemed to be or result in any variation of any of the Seller’s obligations or a waiver of Buyer’s rights.
All Product covered by this PO, unless otherwise directed on the PO or in a writing signed by Buyer’s authorized representative, shall be suitably marked and shipped in accordance with the requirements of common carriers and when transportation costs are payable by the Buyer, in a manner to secure the lowest transportation cost. Seller shall pay all additional costs related to delivery of late shipments.
The Seller shall make delivery to the specified destination by the due date stated on the PO or as otherwise agreed in writing by the Parties. Any such stated due date is of the essence and the Seller shall notify Buyer promptly if it reasonably anticipates that delivery will not be on time. Seller shall incur all costs related to unauthorized early delivery. The Seller warrants that upon acceptance of delivery at the destination the Seller will convey to Buyer good and marketable title to all Product free of any liens or encumbrances of any kind. Buyer shall not be obliged to buy or pay for, and Buyer or its designated representative may at any time after delivery reject, all or any part of a given delivery of Product that Buyer or its designated representative determine does not conform with the PO or agreed specifications. The Seller shall retain or reacquire title to, and bear all risks of loss of such non- conforming Product and shall at its own expense be responsible for the return or disposal. Seller shall incur all costs related to Buyer’s receiving non-conformingProduct which costs include but are not limited handling, storing, and testing.
In addition to all other warranties provided by the Seller, Seller warrants from the date of delivery or the appropriate period if contrary to applicable law, that all Product:
- strictly conform with the description contained in the PO, the quality and agreed specifications stated or incorporated as a schedule, by reference or otherwise;
- are merchantable, fit for the purpose intended, and free of defect; and
- are not articles which may not, under the provisions of Sections 404 or 505 of said Act be introduced into interstate commerce.
The Seller shall indemnify and hold Buyer and its customers harmless from all claims, losses, suits, damages, liability, and all expenses, (including but not limited to reasonable attorney’s fees) arising out of or related to any such actual patent, copyright, trademark or other property rights infringement or alleged direct or contributory infringement by reason of the manufacture, use or sale of the Product.
Seller agrees to indemnify and hold Buyer, its employees, directors, representatives, its affiliates and subsidiaries, and agents from and against any and all claims, libels, suits, judgments, fines, penalties, actions and proceedings, damages (including special, consequential, punitive, and exemplary damages), including costs and expenses including reasonable fees for attorneys, experts and consultants, settlement costs, incurred in connection with any claims (including lawsuits, administrative claims, regulatory actions, and other proceedings to recover for personal injury or death, property damage or economic losses) that are related in any way to or arise in any way from the Product, Seller’s representations, Seller’s performance or failure to perform obligations under any PO, including claims based on Seller’s breach or alleged breach of warranty or caused or alleged to have been caused by the consumption or use of such person or persons of any Product as shipped or delivered by Seller to Buyer.Seller’s obligation to indemnify will apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability, or otherwise, except to the extent any such liability arises solely out of the gross negligence or willful misconduct of Buyer, its employees or authorized representatives.
TERMINATION BY THE BUYER
Buyer reserves the right to terminate all or any part of each PO without liability of Buyer to the Seller, in the event:
- Seller repudiates, breaches, or threatens to breach any of the terms of the PO including without limitation, Seller’s warranties;
- Seller fails to perform or deliver Product as specified by Buyer;
- Seller fails to provide Buyer with adequate and reasonable assurances of Seller’s ability to perform timely any of Seller’s obligations under any PO, including without limitation, delivery of Product;
- Buyer terminates for breach of any other PO issued by Buyer to Seller in accordance with the terms of such PO;
- Seller attempts an assignment or transfer of any interest without prior written approval of Buyer;
- Seller fails to remedy the breach or violation listed above at 10(a)-(e)within thirty (30) days after receipt of written notice from Buyer; or
- Seller makes an assignment for the benefit of its creditors, commits any act of bankruptcy, has a receiver appointed, or otherwise admits of its inability to pay its debts as they mature, and Seller fails to remedy the breach or violation of this Section 10(g) within sixty (60) days after receipt of written notice from Buyer.
The Seller shall not assign, transfer or otherwise dispose of any rights or obligations to any third party without the prior written consent of Buyer. All rights and obligations shall inure to the benefit of and be binding on any permitted assignee or successor of each Party.
COMPLIANCE WITH LAWS
Seller agrees to comply with all federal, state, and local laws, executive orders, rules and regulations that may be applicable to Seller’s performance of its obligations to under each PO. If requested, Seller shall so certify when and in such form as Buyer or Buyer’s customers or suppliers may require, including among other things, a certification that the items were produced in compliance with all applicable requirements of the Fair Labor Standards Act.
Payment terms are stated on the face of the PO.
Any specifications, samples, designs, formulations, trade secrets, patents, financial data, or other information that Buyer identifies as or otherwise deems confidential (“Buyers Confidential Information”) and discloses to the Seller in connection with the PO shall remain the exclusive property of the Buyer and shall, along with any information derived from the same, be kept confidential by the Seller and its employees and agents and shall not, without Buyer’s prior written consent, be disclosed to any third party or used except for purposes of the PO. Notwithstanding the foregoing, such information shall not be deemed confidential to the extent that the Seller can demonstrate by written record that it was previously known by the Seller, became generally available to the public through no fault of the Seller, was disclosed to the Seller by a third party without breach of any confidentiality obligation, or is specifically required to be disclosed by law or legal process.The Buyer and Seller agree that the covenant of confidentiality and nondisclosure set forth above shall survive termination of this Agreement and shall remain in effect for so long as the Buyer’s Confidential Information remains confidential. The Parties agree that this covenant shall supersede any contrary duration term set forth in any previously executed confidentiality agreement.
In the event Seller fails to perform in accordance with the PO (“Breach”), without limiting the generality of the foregoing, should any Product fail to conform to the warranties, or should Seller or any Product provided by Seller fail to meet any of the conditions or specifications set forth, and without prejudice to any other rights or remedies it may have under applicable law or in equity, Buyer shall have the right, after any applicable cure period, to recover from the Seller any and all mitigated losses and reasonable additional expenses incurred by Buyer arising from Seller’s Breach, and at Buyer’s option:
- require the Seller promptly cure such Breach with conforming delivery at no additional charge or expense to Buyer; and/or
- reject any non-conforming Product, cancel any and all outstanding deliveries, cover by purchasing replacement Product from one or more other suppliers.
The Seller agrees to maintain insurance covering the Product and its performance under the PO in compliance with applicable legal requirements and including but not limited to comprehensive commercial general liability (including products liability completed operations and third party liability coverage) for not less than $1,000,000 per occurrence and $2,000,000 annual aggregate with an Umbrella Liability policy which incorporates excess Product Liability Insurance of not less than $25,000,000 per occurrence and $25,000,000 Annual Aggregate and product recall insurance of $100,000 per occurrence and $200,000 Annual Aggregate, with an insurance company that has an A.M. Best rating of not less than A-X. Such insurance shall name the Buyer an Additional Insured. Seller shall furnish Buyer annually with a Certificate evidencing such insurance.
Seller’s failure to deliver Product as provided in the PO by reason of any of the following and such event shall not constitute an event of default or breach of any Terms: strikes, picket lines, boycott efforts, fires, floods, freeze, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government (including without limitation any agency or department of the United States of America or any other country), acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes which are reasonably beyond the control of the defaulting Party. Seller shall promptly notify the Buyer of any such delay and its cause. Provided that if any such cause that continues for more than thirty (30) days the Buyer may at its own option cancel this PO and all its obligations to Seller.
Any dispute, claim or controversy arising out of, or between the Parties during the execution of or interpretation of this Agreement shall be resolved by arbitration in accordance with the American Arbitration Association Dispute Resolution Procedures in effect at the time of arbitration. The number of arbitrators shall be one and the place of arbitration shall be Middlesex County, New Jersey. All proceedings will be governed by the laws the State of New Jersey, USA.
Seller is an independent contractor and not an employee or agent of Buyer. Buyer disclaims any right to control the manner of performance by Seller and Buyer will not control the manner of performance by Seller. Seller has no authority to direct or control the performance of any employee of Buyer. As applicable, Seller’s role will be that of an adviser and not of master to any Buyer employee. Seller does not have any Buyer title and Seller is not eligible for Buyer benefits or employee plans.
- Failure of Buyer to insist upon performance of any provisions of these Terms or to exercise any rights hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right.
- Any enforceable term, provision, undertaking or restriction contained in these Terms are held by a court of competent jurisdiction to be invalid, void or unenforceable (in whole or in part), the remainder of the terms, provisions, undertakings and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated.
- Any notice or request required or permitted to be given in connection with these Terms shall be sent by mail, prepaid, return receipt requested, by fax, with receipt confirmed, or by express delivery service to the address set forth on the PO or to any other business address furnished in writing by the intended recipient to the sender. The date of notice shall be deemed to be the date on which such notice has been sent by fax, received by mail, or by express delivery service.
- Section headings are for convenience only and are not to be construed as part of this Agreement.
Supplier’s Terms & ConditionsUpdated on April, 2014
The Agreement between Agilex Flavors & Fragrances, Inc. (“Supplier”) and Buyer with respect to the sale of Product (the “Product”) shall consist only of these terms or any terms mutually agreed to in writing hereafter by Supplier and Buyer. Supplier objects to and shall not otherwise be bound by any additional or different terms, whether printed or otherwise, in Buyer’s Purchase Order (the “PO”) or in any other communication from Buyer to Supplier. The Agreement shall be for the benefit of Supplier and Buyer and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Supplier, to the extent they differ from, modify, add to or detract from the Agreement, shall not be binding on Supplier. There are no agreements, promises or understandings, either verbal or written that are not fully expressed herein. No statements, recommendations, or assistance by either party has been relied upon by either party or shall constitute a waiver by either party of the provisions. The Buyer and Supplier may each be referred to herein as a “Party” and together as the “Parties.”
MODIFICATION OR TERMINATION
The Agreement may be modified or terminated only upon Supplier’s written consent. If all or part of the Agreement is terminated, Buyer, in the absence of contrary written agreement with Supplier, shall pay termination charges based upon actual expenses and costs incurred in the production of the Product to the date such termination is accepted by Supplier plus a reasonable profit, except that any Product completed on or prior to Supplier’s acceptance of such termination shall be accepted and paid for in full by Buyer.
TERMS OF PAYMENT
Payment terms are those set forth on a PO that is expressly accepted by Supplier. Any balances unpaid after sixty (60) days will be charged interest of 1.5% per month from the date such payment was due. If a shipment is delayed by Supplier at request of Buyer, payment therefore shall become due on the date when Supplier is prepared to make shipment thereof. Prices are F.O.B. or EXW Supplier’s shipping point unless otherwise agreed upon specified on the PO or in a writing related to a particular purchase of Product. Supplier is entitled to perform periodic credit reviews of Buyer. Whenever, in the sole judgment of Supplier, the financial condition of the Buyer does not justify the continuation of production or shipment on the specified terms of payment, the Supplier may require full or partial payment in advance.
Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Supplier of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Supplier’s reasonable control. Supplier shall in good faith endeavor to meet estimated delivery dates. Supplier reserves the right to withhold delivery of the Product if, for any reason, Buyer fails to pay to Supplier any portion of the purchase price for the Product(s) in the amount(s) and at the time(s) specified in the Agreement.Supplier shall not be responsible for claims for error in quantity, weight or number not made within two (2) days after Buyer’s receipt of Product. Under no circumstances shall Supplier be liable for any damages or losses arising out of or resulting from any delay of any kind whatsoever, unless there is specific written agreement between the Supplier and the Buyer to the contrary.
RISK OF LOSS
Unless other terms are expressly agreed to by Supplier upon acceptance of Buyer’s PO, Buyer assumes all risk of loss of Product upon delivery of Product by Supplier to carrier. Any claim made by the Buyer against the carrier pursuant to this section shall be made within two (2) days of the date of delivery of the Product.
The Supplier warrants from the date of delivery or the appropriate period if contrary to applicable law, that all Product conforms to Supplier’s specifications for that Product that are in effect on the date of shipment or conforms with the description contained in an expressly accepted Buyer’s PO, the quality and agreed to specifications stated or incorporated as a schedule, by reference or otherwise.THIS WARRANTY IS THE EXCLUSIVE WARRANTY. SUPPLIER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OR FITNESS FOR A PARTICULAR PURPOSE. If Buyer believes any Product is non-conforming or was shipped to Buyer in error, then Buyer shall give Supplier prompt written notice of the alleged defect or error. Supplier’s sole obligation under the foregoing warranty will be limited to either, at Supplier’s option,
- replacing non-conforming Product or
- refunding the purchase price for such Product paid by Buyer. Further, at Supplier’s election, Buyer shall either (x) return the Product to Supplier (at Supplier’s expense), (y) make the Product available for inspection by Supplier or its agents at Buyer’s place of business or (z) destroy the Product (before or after the date of any inspection). Buyer’s exclusive remedy for breach of the warranty will be enforcement of such obligation of Supplier. In no event shall Supplier’s liability for non-conforming Product exceed the price of the Product. Supplier shall not be responsible for any defect in Product that is created after the Product is shipped from Supplier, including Product subjected to misuse, neglect, accident or improper handling or storage or which has been altered or misbranded by anyone other than Supplier or its authorized representative or modifications to or adaptations of the Product made by Buyer or others. Supplier shall not be liable on any claim for non-conforming Product which is not made within thirty (30) days after such Product has been received by Buyer.
Supplier agrees to indemnify and hold Buyer, its employees, directors, its affiliates and subsidiaries, from and against any and all claims, or liabilities arising out of Supplier’s material breach of this Agreement or the Product. Supplier’s obligation to indemnify the Buyer for the Product is limited to the state and condition of the Product when delivered and accepted by the Buyer. In addition, Supplier’s obligation to indemnify the Buyer as to the Product will apply, except to the extent any such liability arises out of or is related to the negligence or willful misconduct of Buyer, its employees or authorized representative. Supplier shall not be liable for any claim for damages or alleged claims for damages that arise from changes or modifications made to the Product by Buyer or Buyer’s representatives. In no event shall Supplier be liable for loss of profits or business, consequential, special, and indirect or punitive damages, nor for claims resulting directly or indirectly from circumstances beyond Supplier’s reasonable control.
Buyer shall indemnify, defend and hold Supplier and its respective officers, directors, employees, representatives and agents harmless from and against all damages arising out of, in connection with or resulting from any claim or allegations with respect to the
- written and graphic content of any product labels, inserts or slickers, promotional materials, advertisements, and or websites, except to the extent caused by or attributable to the acts of Supplier;
- sales of Product sold by Buyer after their guaranteed freshness date;
- Buyer’s failure to warehouse and distribute Product as per the shipping and storage conditions specified in writing by Supplier for the Product;
- damaging or tampering with the Product by anyone other than Supplier, its employees, agents, contractors, licensees, or invitees;
- any material breach of this Agreement by Buyer;
- the negligence or willful misconduct of Buyer or its agents or employees; and
- any claim of infringement by the Product or the trademarks or any intellectual property rights or trade secrets of a third party other than those arising from the portions of the Product created solely by Supplier.
The Supplier agrees to maintain insurance covering the Product and its performance under the Agreement in compliance with applicable legal requirements and including but not limited to commercial general liability (including products liability, completed operations and third party liability coverage) at no less than $1,000,000 per occurrence and $5,000,000 in the aggregate, with a reputable insurance company.
Supplier’s failure to deliver Product by reason of any of the following and such event shall not constitute an event of default or breach of any Terms: strikes, picket lines, boycott efforts, fires, floods, freeze, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government (including without limitation any agency or department of the United States of America or any other country), acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes which are reasonably beyond the control of the defaulting Party. Supplier shall promptly notify the Buyer of any such delay and its cause.
Any specifications, samples, designs, formulations, trade secrets, patents, financial data, or other information that Buyer or Seller (the “Disclosing Party”) identifies as or otherwise deems confidential (the “Confidential Information”) and discloses to the other Party (the “Receiving Party”) in connection with this Agreement or any PO shall remain the exclusive property of the Disclosing Party and shall, along with any information derived from the same, be kept confidential by the Receiving Party and its employees and agents and shall not, without the Disclosing Party’s prior written consent, be disclosed to any third party or used except for purposes of the PO. The Receiving Party agrees not to chemically analyze or reverse engineer any sample or to assist and/or allow any third party to do so without the express written consent of the Disclosing Party.Notwithstanding the foregoing, such information shall not be deemed confidential to the extent that the Receiving Party can demonstrate by written record that it was previously known by the Receiving Party, became generally available to the public through no fault of the Receiving Party, was disclosed to the Receiving Party by a third party without breach of any confidentiality obligation, or is specifically required to be disclosed by law or legal process.The Buyer and Seller agree that the covenant of confidentiality and nondisclosure set forth above shall survive termination of this Agreement and shall remain in effect for so long as the Confidential Information remains confidential. The Parties agree that this covenant shall supersede any contrary duration term set forth in any previously executed Confidentiality Disclosure Agreement.
Any dispute, claim or controversy arising out of, or between the Parties during the execution of or interpretation of this Agreement shall be resolved by arbitration in accordance with the American Arbitration Association Dispute Resolution Procedures in effect at the time of arbitration. The number of arbitrators shall be one and the place of arbitration shall be Middlesex County, New Jersey. All proceedings will be governed by the laws the State of New Jersey, USA.
(a) Failure of Supplier to insist upon performance of any provisions of these Terms or to exercise any rights hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right(b) Any enforceable term, provision, undertaking or restriction contained in these Terms are held by a court of competent jurisdiction to be invalid, void or unenforceable (in whole or in part), the remainder of the terms, provisions, undertakings and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated. (c) Any notice or request required or permitted to be given in connection with these Terms shall be sent by mail, prepaid, return receipt requested, by fax, with receipt confirmed, or by express delivery service to the address set forth on the PO or to any other business address furnished in writing by the intended recipient to the sender. The date of notice shall be deemed to be the date on which such notice has been sent by fax, received by mail, or by express delivery service. (d) Section headings are for convenience only and are not to be construed as part of this Agreement.
Welcome to www.agilexfragrances.com (the “Site”). The Site is owned and operated by Agilex Flavors and Fragrances, Inc. (“Agilex,” “we,” or “us”). Agilex offers substantial fragrance capabilities that we provide to our customers with passion and excellence. This Site contains information about our company, our products, and our commitment to excellent customer service.
Agilex’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Site, you hereby agree to comply with these community rules and that:
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We reserve the right, in our sole and absolute discretion, to deny you access to the Site, or any portion of the Site, without notice, and to remove any comments that do not adhere to these guidelines.
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Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
COMMUNICATIONS TO US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.
NO WARRANTIES/LIMITATION OF LIABILITY
we make no warranties or representations about the contents of the site. we shall not be subject to liability for any delays or interruptions of the site from whatever cause. you agree that you use the content and the site at your own risk.
we do not warrant that the site will operate error-free or that the site, its servers, or the content are free of computer viruses or similar contamination or destructive features. if your use of the content or the site results in the need for servicing or replacing equipment or data, we shall not be responsible for those costs.
the content and the site are provided on an “as is” and “as available” basis without any warranties of any kind. we disclaim all warranties, including, but not limited to, the warranty of title, merchantability, non-infringement of third parties’ rights, and fitness for particular purpose.
in no event shall we be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the content or the site, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages. some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. in such states, our liability shall be limited to the greatest extent permitted by law.
the site may contain technical inaccuracies or typographical errors or omissions. we are not responsible for any such typographical, technical, or pricing errors listed on the site. the site may contain information on certain products and services, not all of which are available in every location. a reference to a product or service on the site does not imply that such product or service is or will be available in your location. we reserve the right to make changes, corrections, and/or improvements to the site at any time without notice.
The Site may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
COMPLIANCE WITH APPLICABLE LAWS
The Site is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Copyright 2014 Agilex Flavors and Fragrances, Inc. All rights reserved.
We at Agilex Flavors and Fragrances, Inc. (“Agilex,” “we,” “us,” or “our”) are committed to protecting your personal information. Some of the personal information you input into www.agilexfragrances.com (the “Website”) will be included in a data file of Agilex. Where European Economic Area and Swiss (“EEA + CH”) law applies, Agilex is the controller of your personal information.
- Types of personal information collected
- Purposes for processing your personal information
- Disclosure of your personal information
- Your choices
- Protection of your personal information
- Storing and transferring your personal information
- User-generated content
- Third party sites
- Your rights
Types of personal information collected
We use different methods to collect personal information from and about you including through:
- Direct Interactions: You may provide personal information to us when you register for certain services, access various content or features, submit an application to work at Agilex or other Agilex group companies (“Group Companies”) or directly contact us via the Website. You may also provide personal information to Agilex if you post in community discussions, participate in any other online interactive features and if you participate in any research questionnaires, projects and surveys (the nature of which will be explained to you in more detail prior to your participation in them). The types of information we may collect from you includes personal details (including name and gender), contact information (including email address, postal address / location, telephone numbers), education and training details (including qualification, attendance at educational establishments and training received), and employment details (including details of previous employment roles).
- Automated technologies or interactions: When you use our Website, we will automatically collect technical information about your equipment, browsing actions and patterns, including your browser type and operating system, the links you click on within the Website, unique identifiers (including mobile device identification and IP address), information collected through cookies, web beacons and other, similar technologies (please refer to our Cookies Policy), your bandwidth speed and information about the software programs installed on your computer and standard server log information.
- Third parties or publicly available resources: Where permitted by applicable law, we may collect information about you from other sources, including through interactive applications (such as mobile devices, third-party services, and embedded video players), from third party sites (for example social media sites), and from commercially available sources (such as data aggregators and public databases). The types of information we may collect includes personal details (including name, age, gender and other demographic data), contact information (including postal address and telephone numbers), your interests and purchase behavior and navigation data (including websites visited and advertisements viewed or clicked on).
Purposes for processing your personal information
We may process any personal information you provide to us to enable us to perform the contract entered into between you and us, to ensure compliance with local legal and regulatory requirements and for the purposes of our legitimate business interests, including:
- To enable us to fulfill your requests for products, services, and information, including to complete transactions that you have requested;
- To ensure the security of our websites;
- To enable you to participate in features such as surveys, polls, promotions and message boards;
- With your consent, to provide you with electronic newsletters, information, special offers and promotional materials about us and the Website and on behalf of our Group Companies, in accordance with applicable law (see Your Choices below for further information of opting out of such marketing communications);
- To better understand how you interact with the website to understand and improve the Website and our service offerings (including customizing the content of the Website and developing advertising tailored to your interests); and
- To produce anonymous or aggregated data and statistics that might help third parties develop our or their own products and service offerings; and
- To enable us to process and consider your application to join Agilex and our Group Companies.
Disclosure of your personal information
Agilex is committed to maintaining your trust and we want you to understand when and with whom we may share information collected about you. We may share your personal information with the following categories of recipients:
- Authorized third-party service providers: We may share your information with services providers who help us with specialized services, including customer support, email and text message deployment, business analytics, marketing and data processing. These service providers are required to keep your personal information confidential and secure, and must only use your personal information as instructed by Agilex.
- Our selected commercial partners and sponsors: Where you have chosen to enter a sweepstakes, contest, or other promotion your personal information may be disclosed to sponsors and third parties who help design, administer and implement the promotion, including in connection with winner selection, prize fulfillment and aggregated data analysis.
We may also share your personal information in the following circumstances:
- Business transfers: We may share your information in connection with a substantial corporate transaction, such as the sale of a Group Company, a merger, consolidation, asset sale, or in the unlikely event of bankruptcy.
- Legal requirements: We may disclose information about our users, including contact information, where we have a legal duty to do so, including in response to court orders or legal process, and to comply with other legal obligations imposed on us.
- Protect our Website and users: We may disclose information to protect and defend the legal rights, interests, and safety of the Website, the Agilex group of companies, and their employees, agents, and contractors (including enforcing our agreements); to protect the safety and security of users of the Website and members of the public.
Your personal information may also be subject to foreign laws and may be accessible by foreign governments, courts, law enforcement and regulatory agencies.
We may share aggregated or anonymised information with third parties, for purposes including helping us develop content and services we hope you will find of interest or to help these third parties develop our or their products and service offerings. This sharing of anonymised or aggregated information will not include information that could be used to identify you.
You can choose to enjoy content and features on the Website without directly providing us with any information about you; however, as described above, some information may automatically be collected or may be requested so you can take advantage of certain features and services offered on the Website.
We send marketing communications where you have agreed to us doing so. You can opt out of receiving marketing emails or text messages from us by following the instructions contained in any such message or by contacting us at any time (see Section 11 “Questions” below). Please note that even if you unsubscribe to marketing communications, we still may need to send you communications relating to your use of the Website, such as service announcements and if we may need to send certain information to you under a legal, regulatory, or ethical requirement.
Protection of your personal information
We have adopted appropriate and commercially reasonable technical, organizational, administrative, and physical measures to help protect your personal information from loss, misuse and unauthorized alteration. Please note that no data transmission or storage can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, we cannot ensure or warrant the security of any personal information you transmit to us via the Website.
Storing and transferring your personal information
Your personal information collected via this Website will be stored on servers located in the United States.
We share your personal information with our Group Companies.
Whenever we transfer your personal information out of the USA, EEA & China, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
- We will transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal data in non-EU countries.
- Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal data to third countries.
- Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between the Europe and the US. For further details, see European Commission: EU-US Privacy Shield.
Please contact us at firstname.lastname@example.org if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA + CH.
We will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.
In some circumstances we may anonymise your personal information (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
Third party sites
You may be entitled under local law to:
- access, update or amend the information that we hold about you;
- object to the processing of your information by Agilex, including for marketing purposes or otherwise where you have a legitimate reason for doing so; and/or
- ask us to delete your information. Please note that we may need to retain some information about you in order to satisfy our legal or security obligations.
Residents of the EEA + CH: In addition to the rights listed above you may also have the right to: (a) restrict the processing of personal information we hold about you; (b) object to the processing of personal information we hold about you; (c) receive any personal information we hold about you in a structured and commonly used machine-readable format or have such personal information transmitted to another company; and/or (d) not be subject to any decision that significantly affects you being taken solely by automated processing, including profiling.
Please contact us if you wish to exercise any of these rights. We will process any request in line with any local laws and our policies and procedures. We may ask you for additional information to confirm your identity and for security purposes, before disclosing information requested to you. If you are located in the EEA + CH, you have the right to lodge a complaint about how we process your personal information with the supervisory authority in your country. We would, however, appreciate the chance to deal with your concerns before you approach your local supervisory authority so please contact us in the first instance.
If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact email@example.com