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Terms and Conditions of Sale
In these Terms and Conditions, Allied is referred to as “Seller,” and the customer purchasing products (“Products”) or services (“Services”) through issuance of a purchase order is referred to as “Buyer.”
Seller’s Acceptance of Orders
The entire agreement between Seller and Buyer consists of these Terms and Conditions (this “Agreement”), Seller’s quotation, if any, and Seller’s order acknowledgement. Any of Buyer's terms and conditions which are different from, or in addition to, those contained in this Agreement will be of no force or effect unless explicitly agreed to in writing by Seller. Commencement of performance or shipment will not be construed as acceptance of any of such terms and conditions of Buyer. All sales will be governed by the laws of the State of California as if made and to be performed entirely within such state. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Quotations/Offers/Pricing
Seller's quote/offer is valid for 30 days unless otherwise noted by Seller. Item prices exclude the cost of transportation, insurance and any applicable sales, use, excise or other taxes, duties, fees or assessments.
Buyer is responsible for paying all taxes, where applicable, and if exempt, Buyer will provide Seller with tax exemption certificates. If Buyer requests that Seller ship Products to Buyer’s customer, Buyer will provide Seller with a valid resale certificate or other valid exemption certificate for its customer. Buyer hereby indemnifies Seller from and against all such taxes, costs, fees, expenses, penalties and other charges.
Terms of Payment/Currency/Payment Method
Buyer may apply for credit, and if approved, payment for such orders of delivered goods is to be made within 30 days of the invoice date, in U.S. Dollars. Acceptable forms of payment are either EFT/Wire Transfer or company check. Payment by credit card will be subject to an additional 3% convenience fee added to the order total.
Delivery
U.S. Customers: Buyer's PO shall instruct the Seller to either:
A) Prepare the shipment on Freight Collect (FOB Origin) terms and:
i. Buyer provides the shipper/carrier name and account number.
ii. Buyer assumes risk of loss and damage at Seller’s premises.
OR
B) Prepare the shipment on FOB Destination terms and:
i. Seller selects the shipper/carrier and coordinates logistics.
ii. Seller prepays and adds the freight/insurance charges to the invoice.
iii. Seller assumes risk of loss and damage until delivered at destination.
Non-U.S. Customers: Unless otherwise stated by Seller, Incoterms are FCA Origin.
Performance/Force Majeure
Seller will make a reasonable effort to observe the dates specified herein or such later dates as may be agreed to by Buyer for delivery or other performance, but Seller shall not be liable for any delay in delivery or failure to perform due to: acceptance of prior orders; strike; lockout; riot; war; fire; acts of God; accident; delays caused by any subcontractor or supplier or by Buyer; technical difficulties; failure or breakdown of machinery or components necessary for order completion; inability to obtain or substantial rises in the price of labor or materials or manufacturing facilities; curtailment of or failure to obtain sufficient electrical or other energy supplies; or compliance with any law, regulation, order or direction, whether valid or invalid, of any governmental authority or instrumentality thereof; or due to any circumstances or any causes beyond its reasonable control, whether similar or dissimilar to the foregoing and whether or not foreseen. Buyer agrees that any delay in delivery or failure to deliver or perform will not be grounds for Buyer to terminate and no claim or penalty of any kind will be effective against Seller for such delay or failure; provided, however, that if the delay or failure extends beyond three (3) months from the originally scheduled date, either party may, with written notice to the other, terminate this Agreement without further liability for the unperformed part of this Agreement.
Buyer’s Acceptance of Products
Seller allows Buyer thirty (30) days from date of delivery to revoke acceptance of non-conforming Products.
Limited Warranty
Equipment: Seller warrants that new equipment will be free from defects in material, workmanship and design for a period of time specified on the quote, beginning on date of delivery. During this warranty period, equipment components repaired or replaced are similarly warranted for six (6) months from the date of delivery, or the remainder of the original equipment warranty term, whichever is longer.
OEM Equipment: Zeiss, Mitutoyo, computers and other non-Allied-manufactured Products are warranted by the respective manufacturer(s) for a period of time specified on the quote, beginning on date of delivery.
Post-Warranty: Seller warrants that post-warranty equipment components or repaired equipment will be free from defects in material and workmanship for a period of six (6) months from the date of delivery.
Services: Seller warrants that Services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Seller.
General: Warranty coverage is available when (a) Seller is provided notice of the warranty claim and (b) Seller's examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by any party; accident; or unusual deterioration or degradation of the Products due to physical environment or electrical or electromagnetic noise environment.
Remedies: Remedies under the above warranties will be limited, at Seller's option, to the replacement, repair or issuance of a credit for the purchase price of the Products involved, and the return of such Products pursuant to Seller's instructions.
No License
The sale of Products or provision of Services does not convey any express or implied license under any patent, copyright, trademark or other intellectual property rights of Seller.
Limitation of Liability and Claims
Seller will not be liable for incidental, consequential or special loss or damages, or any punitive or exemplary damages.
Indemnification
Seller agrees to defend and indemnify Buyer against any claims, costs, damages and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information or violation of any other intellectual property right that arises from the sale of Product to Buyer (each, a “Claim”); provided, however, (a) Buyer supplies Seller written notice of such Claim immediately after the Buyer has notice of such Claim, (b) Buyer cooperates with Seller in the defense and settlement of such Claim, and (c) Buyer allows Seller to defend and settle such Claim at Seller’s expense. If a suit or Claim results in any injunction or order that would prevent Seller from supplying any part or Product falling under the Agreement, or if the result of such a suit or Claim would, in the reasonable opinion of Seller, otherwise cause Seller to be unable to supply such parts or Products, Seller may do one or more of the following: (i) secure an appropriate license to permit Seller to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or, (iv) if Seller cannot reasonably accomplish the actions specified in subsections (i)–(iii), then in Seller’s sole discretion, Seller may discontinue selling the part or Product without any further liability to Buyer. Seller shall have no liability or duty to defend or indemnify Buyer against any Claim relating to the combination of any part or Product with any other part or Product not supplied by Seller; any part or Product or process that is designed or specified by Buyer; or versions of Products that are not the latest version if use of such latest version could have avoided such infringement and such latest version was made available to Buyer.
Arbitration
Any controversy or Claim (including, without limitation, any Claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to this Agreement or its performance or breach shall be settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
Export Control
Seller’s export of the Products, and any technical information related thereto, may be subject to United States and/or other national or international (e.g., U.N.) laws and regulations controlling the export and re-export of technical data and Products, or limiting the export of certain Products to specified countries (e.g., embargo regulations). Seller will not be obligated to export, transfer or deliver any Products or related technical information to Buyer if prohibited by applicable law or until all necessary governmental authorizations have been obtained. Seller shall not be liable for any expenses or damages resulting from failure to obtain or delays in obtaining any required government authorizations. Buyer shall comply fully with all export administration and control laws and regulations of the U.S. government and/or other national or international (e.g., U.N.) laws and regulations as may be applicable to the export, re-export, resale or other disposition of any Products purchased from Seller.
General
If the Products are to be used in the performance of a government contract or subcontract, no government requirements or regulations shall be binding upon Seller unless specifically agreed to by Seller in writing. No modification, amendment or other change in this Agreement shall be binding on Seller unless agreed to in writing by Seller. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege or remedy herein shall not constitute a waiver thereof. The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of this Agreement.
Changes and Substitutions
Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be in writing and are subject to Seller's prior approval and adjustments in price, scheduling and other affected terms and conditions. Seller reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards or incompatible with Seller's design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.
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