Sales Terms & Conditions
These Sales Terms and Conditions (Terms) apply to each offer and each sale of products and services (Products) by SemiProbe, Inc. “We”, “Us”, “Our” refers to SemiProbe, Inc. making the offer or sale of the Product. “You”, or “Your” refers to the customer receiving that offer or purchasing the Products. Our “Agreement” to sell you Products and services includes only (a) these Terms, (b) our written proposal, quotation, and/or sales order issued by us to you for those products, and (c) the purchase order issued by you to us for the Products, to the extent that purchase order is accepted or acknowledged in writing issued by us to you, and (d) the written acceptance or acknowledgement of your purchase order issued by us to you. The Agreement is the entire agreement and understanding between you and us with respect to offer and sale of the Product to you. Changes to our Agreement, including changes in or to the Products, must have our prior written approval in order to become effective and part of the Agreement. Unless we otherwise expressly agree in writing, (a) these Terms will prevail over any conflicting terms appearing in your purchase order or any other document issued by you and (b) all such conflicting terms are hereby expressly rejected.
- Prices: All prices published and/or quoted by SemiProbe may be changed at any time without notice. Unless otherwise stated, written quotations automatically expire 60 days from the date issued. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements, or other terms and conditions which are not part of the original price quotation. Prices are exclusive of all excise, sales, use and other taxes (including without limitation custom and duty fees, if applicable) imposed by any federal, state, municipal, or other governmental authority (including governments of countries other than the USA), all of which shall be paid by you. You are responsible for obtaining and providing to us any certificate of exemption or similar document required to exempt any sale from sales, use or similar tax liability.
- Payment: Unless otherwise expressly stated in writing, our payment terms are net cash (30) days from the date of our invoice. We reserve the right at any time to require full or partial payment in advance. We can charge and collect from you a late fee equal to one and one half percent (1.5%) of any past due amount for each month in which the amount remains unpaid, except to the extent such charges and collection is prohibited by applicable law. You are not authorized to make reductions on the invoice without our prior written approval. Unless otherwise agreed to between you and us in writing, your warranty requires that you be current on your payment to us.
- Delivery: Unless otherwise specified, all sales are EXW (Incoterms 2010) our factory, exclusive of insurance cost, freight and packaging costs. Delivery dates are approximate and assume timely receipt from you of all the required or necessary payments and shipping information. We shall not be liable for any loss or damage resulting in any delay in delivery or failure to deliver due to any cause outside of our control. You shall be liable for all costs and expenses incurred by us in holding or storing products for you if you delay or request to delay delivery.
- Title: Title and risk of loss or damage passes to you when the goods are put into possession of the freight carrier for delivery to you. You grant to us, and we retain, a security interest in the goods to ensure you fully pay for the goods. You agree not to take any action that would interfere with our security interest until you fully pay for the goods.
- Cancellation Charges and Returned Goods Policy: Should you cancel any order due to any reason other than a material breach of contract by us, you will be liable for the cost of all work performed and materials purchased or provided up to time of cancellation plus a charge for reasonable profit. You may not return any customized product. Pre-approval from us is required for all other returns. Returns are subject to inspection after receipt by us and a re-stocking fee if applicable.
- Limited Express Warranty: We warrant to you that (a) The Products (other than software and services) are manufactured, fabricated, and shipped to you free from defects in workmanship and materials and conform to the written specifications issued by us to you for those Products; (b) Products consisting of software conform to the written specifications issued by us to you for that software; and (c) Products consisting of services conform to standards of practice generally accepted in the appropriate profession and/or industry for services of a similar nature. THIS LIMITED EXPRESS WARRANTY IS EXCLUSIVE, AND IS IN LIEU OF ALL OTHER WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED. Our warranty (a) for products other than services is in effect for 12 months after shipment and (b) for services in effect for 12 months after performance. Unless otherwise agreed to betweeen you and us in writing, your warranty requires you to be current on your payments to us. Your right to enforce this warranty is conditioned upon you notifying us of the defect or non-conformity on or before the 30th day after the end of the applicable 12 month period. Your remedy and our liability for defect or non-conformity is limited to; (a) our repair and replacement of the defective or non-conforming product (other than services), (b) our re-performance of the defective or non-conforming product consisting of services, or (c) our refund to you of the amount paid to us for that product. We have the sole right to decide whether to repair, replace, re-perform, or refund. WE ARE NOT LIABLE FOR ANY SPECIAL, INCIDENTAL,INDIRECT OR CONSEQUENTIAL DAMAGES (OR DAMAGES OF THESE TYPES), WHETHER OR NOT ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR BREACH OF WARRANTY. IN NO EVENT WILL OUR LIABILITY TO YOU , WITH RESPECT TO THE AGREEMENT, THE PRODUCTS AND/OR ANY BREACH EXCEED THE AGGREGATE AMOUNT OF MONEY PAID TO US.
- Performance: We will make a reasonable effort to observe the dates specified in our quotation and its order confirmation. We will not be liable in any delay in delivery or failure to perform due to strike, lockout, riot, war, fire, act of God, accident, delays caused by a subcontractor or supplier to you, failure or breakdown of machinery or components necessary to order completion, inability to obtain or substantial rises in the price or labor of materials, or complience with any law, regulation, order or direction, wether valid or invalid, or any governmental authority ot instrumentaly therof, or due to and unforseen curcumstances or any causes beyond our control. “Performance” shal include without limitation, Fabrication, shipment, delivery, assembly, installation, testing and warranty repair and replacement.
- Acceptance: All products are deemed to be accepted by you as conforming to this agreement, and you shal have no right to revoke acceptance, unless you provide written notice to us of the claimed non-conformality within 30 days of delivery. Any use of the product by you, your employees, contractors, liscenees or agents for any other purpose after delivery shall constitute acceptance of the product by you.
- Intellectual Property: Our engineering and manufacturingknow-how, drawings, prints, specifications,and instructions, regardless in the form they exist, developed, and used by us to manufacture products and all software code are and will remain our exclusive property.
If software or software components are supplied under this agreement (”software”) you will be entitled to use the software and any accompanying documentation (“Documentation”) only in abject code form, only per the documentation,and only with the products for which it was designed. You may not copy software or documentation except to make a reasonable ammount of backup copied to the software. You agree to any shrink wrap and/or click wrap related to third party software provided to you. You may not modify, enhance, supplement, create derrivitive works from, adopt, translate, reverse engineer, de-compile, dissassembledecrypt or otherwise reduse the software or any products.
You shall treat all technical and commercial information, including without limitation,technical data, documents and pricing, confidential. All such information shal remain our property. You may only use such information for the sole purposefor using the product and or services in accordance with this agreement. You shal take all reasonable precautions to prevent any such information from being devulged to any third persons.
- Infringement: we will defend any duit or proceeding brought against you baised on any claim that the design or manufacture of products furnished to you by us which were manufactured solely to our designs and specification infringe on any U.S Patent, provided we are promply notified in writing by you and are given full authority, information and assistance by you for such defense. We will pay all damages and such costs baised on such claim of infringement which are finally awarded against you in any such suit or proceding, but we shal have no liability whatsoever made by you without our prior written concent, which we may withhold at our sole disgression. If our products are held to infinge any U.S patent and their use or sale is enjoined,we may, at our sole discgression and at our own expense either procure a license which will protect you against such claim without cost to you, replace such products with non inffinging products or require return of such products and refund an equitabe portion of the price you oaid to us for such products. The foregoing states our sole liability for any claim based uopn or related to any alleged infringement of any patent or other intilectual property rights. We shal have no liability or infringement based on a combination of products furnished under this agreement with products or equipment we did not furnish. You will hold us harmless against any expense , loss, or damages resulting from any claimed infringement of patents, trademarks, or other intelectual property rights arising out of complience by us with your designs, specification or instructions.
- Specifications: Unless otherwise agreed to in writing by you and us, we reserve the right to make modifications and substitutions in the specifications and products provided that such substitutions or modifications do not mainly effect the performance of the products. At our descression reconditioned components can be used in the manufacture of the products, provided that any reconditioned components used shall in all respects be functionally equivelent to new components.
- Compliance with Laws: You shall comply with all applicable laws, rules and regulations, of all governemtn authorities, including without limitation, and applicable import or export laws and regulations, and shall obtain all perments and licenses required in connection with purchase, import, export, installation,sales shipment, or use of any of the products. Our products and related technical data are subjest to export controls administered by the United States, including but not limited to, U,S Export Administration Regulations by the The Department of Commerce Bureau of Industry and Security (BIS), Treasury Department’s Forign Asset Control Regulations (FACR) and other countries Diversion contrary ot the U.S or any other applicable law of our productsis prohibbited without prior authorization of the approperiate U.S federal or other government agency.You agree that you will comply with the export laws and trade sanctionsof all aplicable countries and will not export, re export or transfer products purchased from us without the required license(s), including a export or re export license issued by the U.S authorities, or to any prohibited destination orfor a prohibited end use. You represent and warrant you are not ineligable or otherwise restricted by the U.S or applicable law to receive products and you will not export, re export or provide products to any person or entity that is on FACR’s List of Specially Designated Nations or on BIS’s Denied Person List, Entity List or Unverified List or any other applicable restricted party list. We reserve the right to refuse and/or cancel any order if, at any time, we that any export or trade sanctions laws may be violated.
- Attorney Fees: In the event of any default payment of the purchase price or any part thereof, you agree to pay our expenses, including reasonable attorney’s fees and expenses incured by us in enforcing payment.
- Assignment: You shal not assign or transfer any rights or claim under this agreement without our prior written consent. This agreement shal be binding upon and shal insure to the benefet of successors and permitted assigns of you and us.
- Governing Law: The agreement and your and our respective rights, oblihgations, liabilities and responsibilities will be goverened and interpreted in accordance with the laws of Vermont, United States of America.
- Entire Agreement: The Agreement constitutes the entire agreement between you and us and superseeds all other prior regulations, proposals, agreements and understandings, wether oral or written, relating to the products you are purchasing from us.