ACCEPTANCE of orders by Scientific Technologies Incorporated, Scientific Technology Incorporated, or affiliates, whichever is appropriate (STI), is subject to credit approval and other terms that may be set by STI. Approved transactions shall be governed by the laws of the State of California, and parties agree to resolve all issues in the State of California. STI's terms and conditions shall prevail notwithstanding any variance with terms and conditions on any order submitted by purchaser. No other terms and conditions shall be binding upon STI, unless specifically agreed upon in writing by an authorized official of STI.
WARRANTY AND WARRANTY RESTRICTIONS STI warrants its products to be free from defects of material and workmanship and will, without charge, replace or repair any equipment found defective upon inspection at its factory, or other designated point provided the equipment has been returned, transportation prepaid, within one year from date of installation and not to exceed 18 months from date of factory shipment. THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No representation or warranty, express or implied, made by any sales representative, distributor, or other agent or representative of STI which is not specifically set forth herein shall be binding upon STI. STI shall not be liable for any incidental or consequential damages, losses or expenses directly or indirectly arising from the sale, handling, improper application or use of the goods or from any other cause relating thereto and STI's liability hereunder, in any case, is expressly limited to the repair or replacement (at STI's option) of goods. Warranty is specifically at the factory. Any on-site service will be provided at the sole expense of the Purchaser at standard field service rates. All associated equipment must be protected by properly rated electronic/electrical protection devices. STI shall not be liable for any damage due to improper engineering or installation by the purchaser or third parties. Proper installation, operation and maintenance of the product becomes the responsibility of the user upon receipt of the product. Returns and allowances must be authorized by STI in advance. STI will assign a Returned Goods Authorization (RGA) number which must appear on all related papers and the outside of the shipping carton. All returns are subject to final review by STI. Returns are subject to restocking charges as determined by STI.
FORCE MAJEURE CLAUSE Fulfillment of any order is contingent upon the availability of materials. STI shall not be liable for any delay in delivery or nondelivery in whole or in part caused by the occurance of any contingency beyond the control of either STI or suppliers to STI including, but not limited to war, sabotage, acts of civil disobedience, failure or delay in transportation, act of any government or agency subdivision thereof, judicial action, labor dispute, fire, accident, epidemic, quarantine, restrictions, storm, flood, earthquake or acts of God, shortage of labor, fuel, raw material, machinery or technical failure where STI exercised ordinary care in the prevention thereof. If any contingency occurs, STI may allocate production and deliveries among STI's customers.
If STI, at its sole discretion, determines that STI's performance hereunder would result in a loss to STI on this sale as computed under STI's normal accounting procedures, due to causes beyond STI's control, then STI may terminate this agreement in whole or in part without any liability for any delay in the delivery of or failure to deliver the goods sold hereunder.
TERMS AND CREDIT Payment shall be made net 30 days after date of invoice, unless specifically agreed upon otherwise in writing by STI. All invoices paid after date due may be assessed a late payment service charge of 18% per annum or the maximum allowed by applicable law, whichever is lower. Until invoice is paid in full purchaser hereby grants STI a security interest in product sold hereunder in accordance with the Uniform Commercial Code.
If, in STI's judgment, the financial condition of the purchaser at the time merchandise is ready for shipment does not justify the terms specified, STI reserves the right to change these terms or to require full or partial payment in advance. STI may, at any time, suspend performance of any order or require payment in cash, security, or other adequate assurance satisfactory to STI when, in STI's opinion, the financial condition of buyer or other grounds for insecurity warrant such action. All sales are subject to the approval of STI's credit department.
PRICES Prices are F.O.B. (EXW for foreign sales) our factory and are exclusive of all taxes. All exception price agreements must either be drop-shipped or a purchase order accompanied by the distributor order.
RISK OF LOSS Delivery shall occur and risk of loss shall pass to the buyer upon delivery of the material to the carrier at the point of shipment. Transportation shall be at buyer's sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only.
DELIVERY The promised delivery date is the best estimate possible based upon current and anticipated manufacturing capabilities of when the product will be shipped. STI assumes no liability for loss, damage, or consequential damages due to delays. All packages should be opened immediately and inspected for concealed damage, shipment discrepancies, etc. Any concealed damage must be reported to carrier within 7 days. Please keep all original packaging for carrier inspection. Any discrepancies with your order must be reported to STI within 30 days of receipt.
GENERAL PROVISIONS Any cause of action arising from this agreement, or breach of it, must be commenced within one year after the cause of action occurs. STI has the right to correct any stenographical or clerical errors in any of the writings issued by it. These terms and conditions of sale constitute a complete and exclusive statement of the terms and conditions of the sale of goods by STI to buyer. There are no other promises, conditions, understandings, representations, or warranties. This agreement may be modified only in writing signed by STI. No waiver of any right will be effective against STI unless supported by consideration and expressly stated in writing signed by STI. The failure of STI to enforce any right will not be construed as a waiver of STI's rights to performance in the future. Buyer may not assign any rights to, or delegate any performance owed under the agreement without the written consent of STI. STI shall have the right to credit payment of any
moneys that may become due STI hereunder and any sums which may now or hereafter be owed to buyer by STI.
EQUAL OPPORTUNITY CLAUSE STI is committed to provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (60-1.4), section 503 of the Rehabilitation Act of 1973, (60-741.5), and, section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (60-250.4), as well as any other regulations pertaining to this order.
(c) Copyright 2011, Scientific Technologies Incorporated. All rights reserved. Specifications subject to change without notice.
END USER LICENSE AGREEMENT
IMPORTANT:
READ CAREFULLY BEFORE DOWNLOADING OR COPYING TO YOUR COMPUTER
ANY FILE(S) CONTAINED HEREWITH.
THE COPYRIGHTED STANDARD(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE LICENSED (NOT SOLD). BY DOWNLOADING ANY FILE PROVIDED HEREWITH TO YOUR COMPUTER, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PRIOR TO DOWNLOADING OR COPYING TO YOUR COMPUTER ANY FILES(S), YOU MUST DECLINE ACCESS TO SUCH MATERIALS.
1. GRANT OF LICENSE: Subject to the provisions contained herein and to the payment of all applicable fees, the American National Standards Institute, Inc. (“OSTI”) grants you a personal, non-exclusive, non-transferable license to the materials contained herewith (the “Product”). Your licensed rights to the Product are limited to the following:
(a) This Agreement does not convey to you an interest in or to the Product, but only a limited right of use, revocable in accordance with the terms of this Agreement.
(b) You may install one (1) copy of the Product on, and permit access to it by, a single computer owned, leased or otherwise controlled by you. In the event that computer becomes dysfunctional, such that you are unable to access the Product, you may transfer the Product to another computer, provided that the Product is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. You may print one (1) copy of the Product for personal use only. Neither concurrent use on two or more computers nor use in a local area network or other network is permitted. You shall not merge, adapt, translate, modify, rent, lease, sell, sublicense, assign or otherwise transfer the Product, or remove any proprietary notice or label appearing on any of the Product. You may make one (1) copy of the Product for backup purposes only.
(c) You acknowledge and agree that the Product is proprietary to the Copyright holder (the “Owner”) identified on the front page of the Product, and is protected under U.S. copyright law and international copyright treaties. You acknowledge and agree that all provisions regarding the usage and copying of the Product in this Agreement replace all otherwise applicable limitations and privileges under the U.S. Copyright law, including, without limitation, the fair use doctrine. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with the Owner.
(d) You shall provide OSTI or any designee of OSTI with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with OSTI and any of its designees to assure compliance.
2. LIMITED WARRANTY:
(a) OSTI warrants for your benefit alone that, unless disclosed in the Product to the contrary, Owner and/or licensed distributor of the Product have granted OSTI the right to license the Product to you.
(b) THE EXPRESS WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCT AND OSTI MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, THE PRODUCT. OSTI EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF THE OWNER IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIMITED WARRANTY.
3. INDEMNIFICATION: The Owner, OSTI, any agent, representative, publisher or distributor of the Product, or any of their respective directors, officers, employees, agents, representatives or members (the “OSTI and Owner Indemnified Parties”) shall have no liability for, and you shall defend, indemnify and hold each of the OSTI and Owner Indemnified Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product, including, without limitation, infringement of third party rights, by you and/or any of your directors, officers, employees, representatives, agents or contractors.
4. LIMITATION OF LIABILITY:
(a) You acknowledge that each of OSTI and Owner's and/or Product distributor’s obligations and liabilities with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use of the Product (whether or not such use was consistent with the license granted hereunder) created therefrom. Whether or not OSTI or Owner or the Product’s distributor has been advised of their possibility, neither OSTI nor Owner nor any distributor of the Product nor any of their representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.
(b) If at any time an allegation of infringement of any rights of any third party is made, or in OSTI or Owner's or Product distributor’s opinion is likely to be made, with respect to any of the Product, OSTI may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or (iii) refund to you the License Fee in return for you ceasing to use the Product. OSTI, the Owner and the Product distributor shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Product. Notwithstanding anything contained in this Agreement, and except as set forth in this Section 4(b), OSTI and/or Owner's and/or Product distributor’s liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amount of the License Fee paid by you for the Product subject to any such claim.
(c) Section 4(b) states the entire liability of OSTI and Owner and distributor of the Product with respect to an infringement or alleged infringement of any third party rights of any kind whatsoever by use of the Product.
5. TERMINATION: This Agreement may be terminated immediately by OSTI or Owner or distributor of the Product upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall, within ten (10) days, return files(s) on diskette(s), if any, to OSTI and certify in writing to OSTI that the Product, and any copy, has been deleted from your computer and is eliminated from your premises. Sections 2, 3, 4, 6, 7 and 8 shall survive the termination of this Agreement.
6. GOVERNING LAW: This Agreement shall be governed by the laws of the State of New York without reference to its conflict of laws provisions. You consent to exclusive jurisdiction and venue of the state and federal courts sitting in the City and State of New York.
7. MISCELLANEOUS: This Agreement constitutes the complete and exclusive agreement between OSTI and you with respect to the subject matter hereof, and supercedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of OSTI and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement. This Agreement and the rights granted to you may not be assigned or assignable, in whole or in part. For purposes of this Agreement, Owner shall be deemed to be a third party beneficiary, with full rights to enforce its intellectual property rights hereunder.
8. EXPORT: You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
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