TERMS AND CONDITIONS OF SALE
Unless otherwise expressly agreed in writing, all sales are subject to the following terms and conditions:
1) GENERAL: All Quotations, Products, and Services provided by ACCESS LASER COMPANY (“ALC”) are furnished only on the Terms and Conditions stated herein. ALC reserves the right to reject any purchase orders. Any Quotations provided by ALC will expire 90 days from date of issue and may be revoked, amended, or otherwise revised by ALC by written notice prior to acceptance by ALC.
2) PRICE: All prices published by ALC or quoted by ALC’s representatives may be changed at any time without notice. All prices for the Products will be as specified by ALC or, if no price has been specified or quoted, will be ALC’s price in effect at time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of ALC’s original price quotation.
3) TAXES AND OTHER CHARGES: Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption
4) CONDITIONS OF SALE: The signed purchase orders will be considered a binding purchase agreement between both parties. Buyer’s unqualified acceptance of the ALC Quotation shall constitute a signed purchase order. Acceptance by Buyer of these terms may be made either by written acceptance or by receipt by Buyer of delivery of any one or any part of the Products to be delivered.
5) TERMS OF PAYMENT: a. United States Sales: Payment shall be invoiced at the time of shipment for the price and all other charges payable by Buyer as noted herein. Terms of invoice will be Net 30 days (N30) from the date of invoice and subject to ALC credit approval. Past due balances shall be subject to a service charge of 0.5% per month. If Buyer fails to make prompt payment, ALC may delay or cancel the delivery of Products until all past due balances are paid and account is in good standing. b. International Sales: Payment shall be invoiced at the time of order. Terms of invoice are 100% pre-pay for all international orders, unless otherwise noted on relevant quote. Shipment will not occur until payment has been received.
6) DELIVERY AND SHIPMENT: a. Delivery of Products will be of a carrier of ALC’s choosing, unless otherwise noted in writing. Partial shipments are allowed. In the absence of specific shipping instructions, ALC will ship by the method it determines is most advantageous and Buyer will be responsible for all related shipping expenses. b. All shipping dates are approximate only, and ALC will not be liable for any loss or damage resulting from a delay in delivery or failure to deliver which is due to any cause beyond ALC’s reasonable control. c. OEM delivery schedule changes may be granted or denied at ALC’s discretion and will be handled on a case-bycase basis.
7) TITLE AND RISK OF LOSS: In accordance with the trade terms indicated herein and subject to ALC’S right to stop delivery of Products, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by ALC to the carrier; provided, however, that title to any software incorporated within or forming a part of the Products shall at all times remain with ALC or the licensor(s) thereof, as the case may be.
8) WARRANTY – HARDWARE: ALC certifies that each Product manufactured by ALC to be free of any defects in material or workmanship for one (1) year from the date of shipment, unless otherwise indicated. This warranty applies regardless of the application Product is used for. It does not cover any issues that may arise due to operator negligence, environmental factors, accident, alterations, or improper maintenance. If Buyer does not issue an acceptance report within three (3) business days from the Products arrival it will be assumed that Product is accepted as is.
Products that are supplied by ALC to Buyer that are manufactured and provided to ALC by a third-party vendor are not warranted by ALC; but ALC agrees to assign any warranty rights to any such Product that ALC may have received from the original manufacturer or third-party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.
If any Products purchased from ALC become defective during the warranty period Buyer shall promptly notify ALC or their ALC representative. A RMA will be issued and Product shall be returned to ALC’s site in Everett, WA for repair or replacement. Buyer shall bear cost of all freight charges to return Product to ALC site and ALC shall bear all freight costs to return Product to Buyer. This warranty only extends to manufactured ALC Product or labor on said product. It does not cover any product that is deemed to be misused or neglected in use, storage, or handling; or that were modified or serviced without ALC’s express written authorization; or which have had their original identification markings removed, altered, or defaced. It also does not extend to any Products provided from a third party vendor, as stated above. If ALC determines repairs are not covered under ALC’s standard warranty than Buyer shall be responsible for all associated repair costs to repair Products. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN ALC WITHOUT ALC’S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER , SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.
ALC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND NO WARRANTY OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH IN THE ABOVE WARRANTY. IN NO EVENT WILL ALC BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCT.
9) SOFTWARE & FIRMWARE: a. WARRANTY: Unless otherwise provided in an ALC or third party license, ALC warrants that standard software or firmware Products furnished hereunder, when used with ALC-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by ALC for a period of one (1) year from the date of invoice from ALC or its appointed distributor, as the case may be. ALC makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer’s intended use or requirements. b. LICENSING: Use of Products comprised of software and firmware may be subject to Buyer’s acceptance of additional terms and conditions set forth in separate ALC or third-party license agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate ALC license agreement, Buyer is granted a non-exclusive, non-transferable license to use provided ALC software or firmware only in object code form and solely in conjunction with ALC provided hardware Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware.
10) CANCELLATIONS AND RETURNS: All ALC products are built to order, therefore PO cancellations cannot be accepted once an order has been begun and generally Products cannot be returned, unless specific arrangements have been made. ALL SALES SHOULD BE CONSIDERED TO BE FINAL.
11) INDEMINFICATION: If any Product is manufactured and/or supplied according to Buyer’s drawings and specifications, Buery shall assume all responsibility for, and shall indemnify and hold ALC harmless from any liability resulting from a charge or allegation that such Product infringes or contributes to the infringement of any Letters Patent.
12) LIMITATION OF LIABIITIY: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ALC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMATION DAMAGES FOR LOSS OF USE OF FACLIILITES OR
EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER ALC (A) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) IS NEGLIGENT.
13) EXPORT RESTRICTIONS: Buyer acknowledges that each product and any related software and technology, including technical information supplied by ALC or contained in documents (collectively “items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of items from the United Sates and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any item , or (ii) export, re-export, distribute or supply any item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall cooperate fully with ALC in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold ALC harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents or customers.
14) MISCELLANEOUS: (a) Buyer shall be responsible for obtaining all permits and for meeting all other requirements of any kind whatsoever relating to the state and local codes, regulations and ordinances. (b) Buyer may not delegate any duties nor assign any rights or claims hereunder without ALC’s prior written consent, and any such attempted delegation or assignment shall be void. (c) Buyer agrees that all pricing, discounts and technical information that ALC provides to Buyer are the confidential and proprietary information of ALC. Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder. Nothing herein shall restrict the use of information available to the general public.