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Terms of Sale | Terms of Purchase Standard Terms and Conditions
of Sale All software Products are licensed to Customer under
the terms of the appropriate Harsh Environment Applied Technologies Incorporated
license. For a period of thirty (30) days from the Delivery Date, H.E.A.T.
software Products (when properly installed on H.E.A.T. hardware Products)
(a) will perform substantially in accordance with the accompanying written
materials, and (b) the medium on which the software product is recorded
will be free from defects in materials and workmanship under normal use
and service. Any replacement of a licensed software product will be warranted
for the remainder of the original warranty period or thirty (30) days,
whichever is longer. Customer must obtain a Return Material Authorization
number from H.E.A.T. before returning any Products under warranty to H.E.A.T..
Customer shall pay expenses for shipment of repaired or replacement Products
to and from H.E.A.T.. After examining and testing a returned product,
if H.E.A.T. concludes that a returned product is not defective, Customer
will be notified, the product returned at Customer's expense, and a charge
made for examination and testing. This Limited Warranty is void if failure
of the Products has resulted from accident, abuse, misapplication, improper
calibration by Customer, Customer supplied third party software not intended
for use with the applicable H.E.A.T. software, utilization of an improper
hardware or software key or unauthorized maintenance or repair. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH ABOVE,
THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO
OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO
THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER
WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. H.E.A.T.
DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE
USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION
OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. H.E.A.T. EXPRESSLY
DISCLAIMS ANY WARRANTIES NOT STATED HEREIN. WARNING: (1) H.E.A.T.
PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY
SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL
COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY
BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY APPLICATION,
INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE SOFTWARE PRODUCTS
CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT LIMITED TO FLUCTUATIONS
IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING
SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE
USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE
COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC MONITORING
OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC SYSTEMS (HARDWARE
AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART
OF THE USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE
HEREAFTER COLLECTIVELY TERMED "SYSTEM FAILURES"). ANY APPLICATION WHERE
A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING
THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON
ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID
DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY
PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED
TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED
AND DIFFERS FROM H.E.A.T.'S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION
DESIGNER MAY USE H.E.A.T. PRODUCTS IN COMBINATION WITH OTHER PRODUCTS
IN A MANNER NOT EVALUATED OR CONTEMPLATED BY H.E.A.T., THE USER OR APPLICATION
DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY
OF H.E.A.T. PRODUCTS WHENEVER H.E.A.T. PRODUCTS ARE INCORPORATED IN A
SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE
DESIGN, PROCESS AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION. LIMITED INDEMNITY AGAINST INFRINGEMENT. H.E.A.T. shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any United States patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by H.E.A.T. or from modification of the Products, and further provided that Customer notifies H.E.A.T. immediately upon its obtaining notice of such impending claim and cooperates fully with H.E.A.T. in preparing a defense. If Customer provides to H.E.A.T. the authority, assistance, and information H.E.A.T. needs to defend or settle such claim, H.E.A.T. shall pay any final award of damages in such suit and any expense Customer incurs at H.E.A.T.'s written request, but H.E.A.T. shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, H.E.A.T. shall, at its option, either (i) procure for the Customer the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefor by Customer. The foregoing states the Customer's sole remedy for, and H.E.A.T.'s entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. ACKNOWLEDGMENT/GOVERNING LAW. Customer acknowledges
reading these Terms and Conditions, under-stands them and agrees to be
bound by them. A waiver of any provision of this agreement shall not be
construed as a waiver or modification of any other term hereof. With respect
to all orders accepted by H.E.A.T. in the United States, disputes arising
in connection with these Terms and Conditions of Sale shall be governed
by the laws of the State of Maryland without regard to principles of conflicts
of laws. With respect to all orders accepted by H.E.A.T. outside the
Standard Terms and Conditions
of Purchase 2. An order must be signed and set out in writing on the purchaser's standard form to be valid. The same conditions for validity apply to amended orders. 3. Orders shall only be deemed to have been confirmed if the attached duplicate copy of this order is returned, signed by the vendor. If this duplicate copy is not returned within eight days, the purchaser may regard the order as automatically null and void. If a delivery is made without the aforementioned order confirmation having been provided, this shall in all cases imply the tacit acceptance by the vendor of the purchase conditions set out by the purchaser. 4. The prices are not susceptible to adjustment. They include all payable duties and costs of customs clearance, packaging, insurance and transport as far as the place of delivery. Any returning of packaging material shall be undertaken at the vendor's expense. 5. Every delivery must be accompanied by a delivery note, stating the nature of the goods and the order form number. This information must also appear on the invoice. The purchaser may refuse partial deliveries except where it has given its prior consent to them. The receipt of goods shall be undertaken exclusively at the purchaser's premises, and its equipment alone shall be used to check the delivery. 6. Until the moment
of delivery or installation at the indicated place, the vendor shall retain
sole responsibility for the goods, and bear all risks in connection with
lost or damaged goods, irrespective of whether the transport costs are
borne by the purchaser. 7. Defects that the
purchaser may reasonably be expected to notice at time of delivery (during
checks which may, however, be confined to samples only) shall be reported
within one month. The purchaser's signing of the delivery note shall not
under any circumstances be deemed to imply acceptance of the condition
of the goods, even if the vendor includes a declaration to this effect
on its delivery note. Any merchandise that does not correspond to the
specifications in our order and is rejected during the process of receipt
into our dedicated warehouse shall be returned to the supplier at the
latter's expense or shall be held at its disposal in our warehouse for
15 days, starting from the day of our notification of rejection; once
this deadline is passed, the vendor shall be liable to pay warehouse storage
charges for the merchandise, which shall be stored at the supplier's risk. 8. The delivery dates must be observed punctually, and failure to comply with them shall automatically and without notice result, as the purchaser chooses, in either a price reduction of 5% per week of delay, without restriction, or the termination of the purchase agreement and the payment by the vendor of compensation for related losses. The purchaser shall likewise be entitled, provided it gives written notification thereof, to order the items on the delivery note from another supplier, at the supplier's expense, risk and peril. 9. Payment shall be made thirty (30) days from the end of the month in which the invoice was received insofar as the receipt of the goods preceded that of the invoice. The date of payment shall be deemed to be the date on which the purchaser instructed its financial institution to make the payment. In the event of a delivery that does not correspond to the order, the payment deadline shall be extended until such time as the order is executed in full. The purchaser shall in all cases acquit its obligations by making payment to the supplier; any factoring or other agreement that the supplier may enter into with third parties shall not be opposable to the purchaser, unless the purchaser agrees to this in writing. 10. The agreement, while
it has not yet been or has only partly been executed, shall likewise,
automatically, without notice, and with the right to claim compensation
reserved, be terminated if the vendor is declared bankrupt, requests a
composition with its creditors or the extension of payments, or proceeds
to liquidate its assets if these are confiscated. The purchaser shall
give notice of the termination of the agreement by registered letter. 11. If the order relates to contracting work, the contractor should be registered. The contractor should provide documentary proof of its status as a registered contractor within three days of receipt of this order. During the execution of the order, the contractor should submit proof of registration every week. In the absence of such proof, the purchaser may automatically regard the agreement as terminated at any time, and shall notify the contractor thereof by simple notification. The contractor shall compensate the purchaser for all losses, with a minimum of 30% of the agreed price. 12. During the execution of the order, the purchaser shall have the right to conduct a check at any time inside the installations of the vendor and its subcontractors. For all orders of printed matter or printed items, a print test must be presented for approval. 13. Any dispute with
regard to the execution, validity or interpretation of the purchase agreement
shall fall under the exclusive jurisdiction of the State of |
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