Legal InformationTerms of Use
By accessing or using the SemiProbe web site, you agree to all of the terms and conditions below. If you do not agree with the following terms, do not use this site. You acknowledge that these terms may be updated by SemiProbe from time to time, and all such updates will apply to your use of this site. Please continue to review these terms when accessing this site. 1. Intellectual Property Rights. All material contained on this site, including but not limited to text, content, photographs, video, audio and graphics is owned by SemiProbe and is protected by copyrights, trademarks, service marks and other proprietary rights and laws. It may be viewed, downloaded or otherwise copied or reproduced for personal use only. No modification or other use, whether commercial or otherwise, is allowed without the express written permission of SemiProbe. Certain documents or products available on our site may be subject to separate terms and conditions regarding their use. You agree to abide by all such terms if you use these documents or products. 2. Links. This site may refer you by link to the web sites of third parties. Links to other web sites posted on this site do not constitute an endorsement of such sites by SemiProbe. SemiProbe does not assume responsibility for the conduct of, or any content, products or other materials located on such sites. Your use of such sites is at your own risk. It is your responsibility to comply with any and all terms and conditions or other restrictions of such sites prior to use. 3. Privacy Policy. By using this site you acknowledge that you have read and consent to the terms of the SemiProbe Privacy Policy. 4. Information Only. Any information that may be provided on this site is general information only. It is not intended to be taken as advice with respect to any individual situation and cannot be relied upon as such. No assertion, representation or advice given by SemiProbe on or by way of this site shall be binding on SemiProbe. 5. Use of Submissions. Any questions, comments, data, materials or the like sent to SemiProbe shall be deemed to be non-confidential. SemiProbe shall have no obligation of any kind with respect to such information or material and therefore shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the same to others without limitation. Further, SemiProbe shall be free to use any ideas, concepts, know-how or techniques contained in such information or materials for any purpose whatsoever. 6. Errors. The information on this website may include substantial or insubstantial inaccuracies and errors. SemiProbe reserves the right to revise or withdraw access to the information, documents, products and/or programs on this website at any time without notice. However, SemiProbe makes no commitment to update the information. 7. Disclaimer of Warranty. All information provided on this web site is provided as a service by SemiProbe. It is provided “as is, with all faults,” and SemiProbe expressly disclaims all warranties of any kind, whether express, implied or otherwise, regarding the completeness, accuracy, non-infringement, merchantability or fitness for any particular purpose of any content or information provided on or through this site. 8. Limitation of Liability. Persons accessing the information on this site assume full responsibility for the use of the information and understand and agree that SemiProbe is not responsible or liable for any claim, loss or damage arising from the use of the information. SemiProbe will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if it has been advised of the possibility of such damages), resulting from or related to the site or its content. Some jurisdictions do not allow the waiver of such damages, so this may not apply to you, but the waiver will apply to the furthest extent allowed by law. 9. Governing Law. Use of this site is governed by the laws of the State of Vermont, excluding its choice of law principles. All claims relating to the use of this site shall be heard in the state and federal courts located in Burlington, Vermont. SemiProbe Purchase Order Terms & Conditions 1. Delivery. SemiProbe (Buyer) relies on the supplier identified on the face hereof (Seller) to comply with the delivery schedule stated on this Purchase Order. Upon Seller's failure to comply with that schedule, Buyer may cancel this Purchase Order, in whole or in part, without liability. Seller shall immediately notify Buyer of any anticipated delay and the cause of the subject delay. 2. Inspection. Products or services purchased on this Purchase Order shall conform to all Seller's representations, and Buyer shall have a reasonable time, not less than thirty (30) days, after receipt of the products that are the subject of this Purchase Order (Products), to inspect the Products. At its election, Buyer may either cancel the Purchase Order, reject nonconforming Products and require immediate replacement by Seller, or keep them, and in addition to other available remedies, deduct a reasonable amount from the price. Buyer's payment does not constitute acceptance of the Products. Buyer's inspection, waiver of inspection, and acceptance of Products shall not relieve Seller of its obligations with respect to the Products. 3. Warranty. Seller warrants that all Products shall conform to Seller's representations and be free from defects in design, workmanship, material, and manufacture for a period of one (1) year from delivery to Buyer or other period specified in the Purchase Order. This warranty is in addition to any other warranties, express or implied, and will survive delivery, inspection, acceptance, and payment by the Buyer. 4. Indemnification. Seller warrants, represents, and promises that the Products do not infringe directly or indirectly any patent, copyright, property right, or trademark. Seller agrees, at its cost and expense, to indemnify and hold Buyer free and harmless from and against any and all costs, expenses, liabilities, and damages, including attorneys' fees, arising out of or in any way relating to any alleged or actual patent, copyright, property right, trademark, or trade secret infringement. If the Product or any part thereof is held to constitute an infringement, and the use of the Product or any part thereof is enjoined, Seller shall, at its own expense, either procure for the Buyer the right to continue using the Product, replace the infringing Product with a non-infringing product acceptable to Buyer, modify the Product so it becomes non-infringing, or in the event the foregoing options are not possible, compensate Buyer for all Buyer's expenses resulting from the infringement. 5. Changes. This Purchase Order shall not be modified, rescinded, canceled, or waived in whole or part without a written change order signed by Buyer's authorized representative. By written notice, Buyer may cancel the entire Purchase Order, or change specific items, quantities, or delivery requirements. If such a change increases the cost or time required for Seller's performance, an equitable adjustment will be made in the price or other terms of this Purchase Order if requested by Seller prior to change implementation. If Seller lowers the price of any item specified on the Purchase Order prior to the item being delivered to Buyer, Seller will modify the price to the Buyer and incorporate the lower price on the current and subsequent invoices. 6. Shipping. All items are to be suitably prepared and packed for shipping and shall be shipped in accordance with the specific routing instructions provided with the Purchase Order. All packages, packing slips, and invoices shall be plainly marked with the Buyer's Purchase Order number. All invoices shall be sent to the Buyer's Accounts Payable Department. 7. Confidential Information. All proprietary, confidential, technical, and commercial information supplied by or paid for by Buyer is and shall remain Buyer's intellectual property (Buyer's IP). Seller shall not disclose Buyer's IP to anyone not in Seller's employ, and Seller shall only use Buyer's IP to the extent necessary to perform this Purchase Order and only for Buyer's benefit. Seller shall protect the confidentiality of all information or property pertaining to the existence, terms, or performance of this Purchase Order, including but not limited to designs, drawings, blueprints, descriptions, specifications, or any other proprietary information that is a part of this Purchase Order. Upon Buyer's request, or in any event, upon the completion, cancellation, or termination of this Purchase Order, Seller shall return to Buyer all information and property delivered to Seller or generated by Seller pursuant to the performance of this Purchase Order which Buyer identified as confidential or proprietary or which would be commonly understood to be confidential in the marketplace. Seller shall ensure that all subcontracts, purchase orders, and other agreements entered into by Seller or any of its subcontractors or suppliers of any tier shall provide Buyer the same rights and protection as Seller is obligated to provide Buyer under this Purchase Order. 8. Compliance with Laws. Seller warrants and represents that no law, regulation, order, or ordinance of the United States, any state, any governmental agency, or authority of any country has been violated in supplying Buyer the requested Products. 9. Assignment. No right or obligation under this Purchase Order may be assigned by Seller without the prior written consent of the Buyer. 10. Termination. Buyer may terminate this Purchase Order for its convenience, in whole or part, at any time by written or electronic notice. Upon receipt of notice, Seller shall immediately stop work, including any work being performed by subcontractors. Seller shall be entitled to reimbursement for actual costs, expenses, and a pro-rata share of actual profits that should have been earned up to the date of termination in accordance with recognized accounting practices. The total of such claim shall not exceed the prorated portion of the Purchase Order, which is canceled. 11. Acceptance. This Purchase Order is Buyer's offer to purchase Products, and Seller's acceptance is expressly conditioned on Seller accepting these terms and conditions, which shall govern the sale of Products exclusively. Buyer objects to different and additional terms proposed by Seller. All remedies expressly provided for herein are cumulative with all other legal remedies available to Buyer. 12. Price. The price stated on the Purchase Order (Price) is fixed, includes all packaging and handling costs, and is Seller's full compensation for the Products sold under this Purchase Order. Seller warrants that the Price is at least as favorable as any price Seller has given any other customer buying comparable products in comparable quantities. Price adjustments will require a change order. (See Item 5 above.) 13. Governing Law. This purchase shall be governed by and in accordance with the laws of the State of Vermont, provided, however, that the UN Convention on the International Sale of Goods shall not apply to the parties' contract. 14. Force Majeure. A failure by either party to perform due to causes beyond the control of and without the fault or negligence of such party is deemed excusable during the period in which cause of failure continues. Such causes may include acts of God, acts of government, fire, flood, strike, war, terrorism, and freight embargo. When Seller becomes aware of any actual or potential force majeure condition, Seller shall immediately notify Buyer of the condition and the expected time required to rectify the condition. Buyer may cancel this Purchase Order, in whole or in part, in the event that a force majeure event lasts longer than thirty (30) days. 15. Returns. If you are dissatisfied with our products within thirty (30) days after receiving them please call us at (802)860-7000 or email us at info@semiProbe.com. We’ll issue a Return Material Authorization (RMA) so you can return the products to us for credit or refund. Privacy Policy This Privacy Policy sets forth the practices of SemiProbe regarding the information it collects from users of its web site. If you do not agree with this policy, do not use this site. This policy may be updated by SemiProbe from time to time, and all such updates will apply to your use of this site. Please continue to review this policy when accessing this site. SemiProbe uses cookies to store and sometimes track information about you. A cookie is a small amount of data that is sent to your browser from a web server and stored on your computer's hard drive. If you visit SemiProbe to browse our site and view our content, we collect and store only the name of the domain from which you access the Internet (for example, aol.com, if you are connecting from an America Online account); the date and time you access our site; and the Internet address of the web site from which you linked directly to our site. We use the information we collect to measure the number of visitors to the different sections of our site, and to help us make our site more useful to visitors. SemiProbe does not disclose this information to third parties. You may be given the option to submit information to SemiProbe via e-mail or online forms. This information may include information about yourself and your product needs. Other than anonymous, aggregate data or as otherwise explained below, when you visit this site and are asked for personal information about yourself or your business, you are sharing that information with us only, unless specifically stated otherwise. SemiProbe will not share this information with third parties, except to a third party that acquires the business of SemiProbe or if we believe in good faith that the law requires it, such as where disclosing this information is necessary to identify, contact or bring legal action against someone who may be violating the law. SemiProbe will not disclose your e-mail address to marketers or other companies of any kind, except as set forth above. Please be aware that if we provide a link on our site, when accessing other web sites via such link, personally identifiable information may be collected about you. The information practices of web sites linked to the SemiProbe site are not covered by this privacy statement. If you have any questions about this privacy statement, the practices of this site or your dealings with this site, please contact us. |

