Standard Terms & Conditions of Sale
THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO AND FORM AN INTEGRAL PART OF THE ORDER FROM RAYMOND RF MEASUREMENTS CORP. UNLESS OTHERWISE AGREED IN WRITING.
Interpretation
The “Buyer” refers to the party issuing an Order and Raymond RF Measurements Corp. is herein referred to as the “Seller”. When used herein the word “Order” means the Buyer’s Order and these terms and conditions. “Work” means all required items, materials, supplies, goods, and services constituting the subject matter of the Order. The provisions of this Order are for the benefits of the Buyer and the Seller and not for the benefit of any other person.
Order Acceptance
The Buyer acknowledges and agrees that it shall be bound by the Order including these terms and conditions incorporated by reference and the Seller accepts this order only upon these terms and conditions to the exclusion of all other terms which the Buyer purports to apply under any Purchase Order. The Order supersedes all prior representations, arrangements, communications, negotiations, understandings or agreements of whatsoever kind, whether written or verbal, between the parties in respect of the subject matter of the Order or any part thereof and shall constitute the sole and only agreement between the parties in respect of such subject matter. The Order must be accepted and confirmed in writing by Seller. Any amendment to the Order shall be of no force or effect unless made in writing and signed by authorized representatives of the Seller and the Buyer.
All Orders are custom and are not returnable for refund.
Packing, Shipping, Title & Risk
The Seller shall package all Work to good commercial standards. Title to and risk of loss for ordered deliverables (excluding data) shall pass from the Seller to the Buyer upon delivery specified as FCA Seller’s Premises (INCOTERMS 2000).
Inspection and Acceptance of Work
The Buyer shall accept the Work or give Seller notice of rejection within three (3) days after delivery. No such acceptance shall relieve Seller from any of its obligations under the Order or impair any rights or remedies of the Buyer. All Orders are custom and may not be returned for refund.
Warranty
For a period of two (2) years from customer warranty registration date, or established valid warranty coverage through shipment records of the date of receipt, the Seller at its expense will repair or replace at the Seller’s sole discretion, goods or parts thereof (excluding Buyer-furnished supplies incorporated therein) which to the satisfaction of the Seller have proved defective in materials or workmanship or fail to conform to the applicable specifications; provided that such goods will at the option of the Seller be returned to it for inspection properly packed and all expenses prepaid. In no event shall the Seller’s liability hereunder extend beyond repairing or replacing the defective supplies.
This warranty is the Seller’s sole liability for defects after delivery and excludes all other warranties or representations express or implied in fact or by law or equity. If Seller determines that neither repair nor replacement of defective goods is practical using reasonable commercial efforts, then Seller may terminate this Order and refund amounts Buyer paid Seller under this Order for the defective goods. All non-applicable warranty claims by Buyer shall be subject to Sellers standard material costs and labour rates in force at the time of claim.
Seller will not be liable under this warranty for: (1) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use of Products which is improper or otherwise not in compliance with Seller’s instruction; (2) Product alteration, modification or repair by anyone other than Seller or those specifically authorized by Seller; (3) accident, contamination, foreign object damage, abuse neglect or negligence after Product shipment to Buyer; (4) damage caused by failure of a Seller-supplied Product not under warranty or by any hardware or software not supplied by Seller; (5) use of counterfeit or replacement parts that are neither manufactured nor approved by Seller for use in Seller-manufactured products; (6) Products normally consumed in operation or which have a normal life inherently shorter than the foregoing warranty period including, but not limited to, consumables (e.g. gaskets, etc.).
Applicable Law and Forum
The Order shall be interpreted and governed in accordance with the plain English meaning of its terms under the laws of Ontario and the laws of Canada applicable within, without regard to conflicts of law principles. The Seller shall at all times ensure the performance of its obligations contained in the Order are in compliance with all relevant enactments, orders, regulations, and other instructions having the force of law.
Customs and Import/Export
Upon notification by Seller, the Buyer shall be responsible to provide to the Seller all end-use statements and information as may be required by the Seller to comply with the requirements of any applicable export, import laws, and/or regulations. The Buyer shall be solely responsible for the accuracy and completeness of information provided to the Seller and shall be responsible for all costs or delays resulting from failure to provide accurate and complete information, or failure to obtain any license(s) if applicable. Buyer shall indemnify and hold Seller harmless to the full extent of any loss, damage, cost, expense, or liability including lost profits, attorney’s fees and court costs, for any failure or alleged failure of Buyer to comply with such laws and regulations including the transfer of controlled goods or technology and for any false statements or material omissions by Buyer with respect to the information provided.
Intellectual Property
Neither the execution or delivery of any Work shall be construed as granting, by any act or acceptance of fact, any right in or license under any present or future data, drawings, plans, ideas, methods disclosed under the Order, or under any invention, patent, copyright, or trade secret now or hereafter owned or controlled by either the Buyer or Seller.
Confidentiality
The Buyer and Seller agree that they will not disclose or make available to any third party any data or other information pertaining to this Order which is identified as proprietary without obtaining the disclosing party’s prior written consent.
Data Rights
The Seller shall have or retain the entire right, title and interest to all data first produced or specifically used by the Seller in the performance of the Order, except for the Buyer-furnished data received by the Seller. The Seller grants to the Buyer the right to use the data delivered by the Seller hereunder solely for the purposes of the Order and the Buyer’s own use of the Work furnished by the Seller; provided that such data will not, without the prior written consent of the Seller, be disclosed or supplied in whole or in part to any third party or used in whole or in part for design, manufacture, re-procurement or any other purpose whatsoever. Further, the Seller shall have no obligation to deliver any data, which is not otherwise specifically stated to be a deliverable under the Order.
Limitation of Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THE ORDER, THE SELLER’S TOTAL LIABILITY RESULTING FROM OR IN CONNECTION WITH THIS ORDER SHALL NOT EXCEED THE AGGREGATE SUM PAID TO THE SELLER IN PERFORMING THE WORK UP TO THE ORDER PRICE. IN NO EVENT WHATSOEVER SHALL THE SELLER BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF USE OR LOSS OF PROFIT ARISING TO THE BUYER OR ANY THIRD PARTIES AND THE BUYER HEREBY AGREES TO INDEMNIFY AND SAVE HARMLESS THE SELLER FROM ANY CLAIMS WITHOUT LIMITATION. HOWEVER, SELLER DOES NOT EXCLUDE OR LIMIT ITS LIABILITY (IF ANY) TO THE BUYER: FOR DEATH OR PERSONAL INJURY RESULTING FROM SELLER’S NEGLIGENCE; FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR SELLER TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY; OR FOR FRAUD.
Rev 0.00, 2 April 2015
