4TEST SALES TERMS Revision Date 01-May-2017
These Terms of Sale ("Terms") govern the sale of Products and Service and the license of Software by 4TEST Measurement Science ("4TEST"). "Product" means any standard hardware or consumables sold or standard Software licensed under these Terms. "Software" means one or more computer programs and related documentation. "Service" means any standard support service to support Products, Software updates and maintenance, or training."Specifications" means technical information about Products published by 4TEST and in effect on the date 4TEST ships the order.
SALE AND DELIVERY
- All orders are subject to acceptance by 4TEST. Orders are governed by the applicable trade term specified on the quotation or agreed to by 4TEST as defined in Incoterms 2010.
- Prices exclude any applicable sales, value added or similar tax payable by Customer.
- Unless otherwise indicated on the quotation, prices include shipping and handling charges. Title to hardware and consumable Products will pass to Customer upon delivery.
- Customer may cancel orders prior to shipment at no charge. Product returns are subject to 4TEST approval and applicable charges.
- For Products without installation included in the purchase price, acceptance occurs upon delivery.
- For Products with installation included in the purchase price, acceptance occurs when the Product passes 4TEST’s installation and test procedures. If Customer schedules or delays installation by 4TEST more than thirty (30) days after delivery, acceptance of the Product will occur on the thirty-first (31st) day after delivery.
- Payment terms are stated in the quotation or acknowledgment documentation, and are subject to change if Customer’s financial condition or payment record so warrants. 4TEST may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other 4TEST agreement if, after ten (10) days written notice, the failure has not been cured.
- KEYSIGHT grants Customer a worldwide, non-exclusive license to use Software for internal purposes in accordance with documentation provided with the Software. Keysight license terms or third party license terms included with such documentation will take precedence over these license terms. If the documentation does not include license terms,
- KEYSIGHT grants Customer a license to use one copy of the Software on one machine or instrument, or a license as otherwise stated on the quotation.
- Except as authorized by Keysight in writing or as permitted by law, Customer will not reverse engineer, reverse compile, or reverse assemble Software, modify or translate Software, or copy the Software onto any public or distributed network.
RIGHTS DUE TO DEFECTS (WARRANTY)
- The standard warranty is 1 year return to bench warranty. Each Product receives a global warranty which includes the standard warranty for the country of purchase.
- Keysight warrants the Keysight hardware Product against defects in materials and workmanship and that the Product will conform to Specifications. KEYSIGHT warrants that Keysight owned standard Software substantially conforms to Specifications.
- If Keysight receives notice of a defect or nonconformance during the warranty period, Keysight will, at its option, repair or replace the affected Product.
Customer will pay shipping expenses for return of such Product to Keysight. If Keysight is unable, within a reasonable time, to repair, or replace the affected Product, Customer will be entitled to a refund of the purchase price upon prompt return of the Product to Keysight. Keysight will pay expenses for shipment of the repaired or replacement Product.
- THE WARRANTIES IN THESE TERMS ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. KEYSIGHT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
INTELLECTUAL PROPERTY CLAIMS
- Keysight will defend or settle any claim against Customer that a Product infringes an intellectual property right, provided Customer promptly notifies Keysight in writing and provides control of the defense or settlement, and assistance, to Keysight.
- In defending or settling an infringement claim under Section 4(a), Keysight will pay infringement claim defense costs, settlement amounts and court awarded damages. If such a claim appears likely, Keysight may, at its option, modify or replace the Product or procure any necessary license. If KEYSIGHT determines that none of these alternatives is reasonably available, Keysight will refund Customer's purchase price upon return of the Product.
- KEYSIGHT has no obligation for any claim of infringement arising from: Keysight's compliance with, or use of, Customer's designs, specifications, instructions or technical information; Product modifications by Customer or a third party; Product use prohibited by or outside the scope of Specifications or related application notes; or use of the Product with products not supplied by Keysight.
LIMITATION OF LIABILITY AND REMEDIES
- In no event will 4TEST, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, or lost profitregardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in these Terms.
- The limitations set forth in Section 5(above will not apply to infringement claims under Section 4, or to damages for bodily injury or death.
- The remedies in these Terms are Customer’s sole and exclusive remedies.
- 4TEST will store and use Customer’s personal data in accordance with Keysights’s Privacy Statement. 4TEST will not sell, rent or lease Customer's personal data to others.
- Terms for Service are available at:
http://www.4TEST.dk/Terms/4TEST SERVICE AND ACCESSORIES TERMS.pdf upon request, or as otherwise indicated on the quotation.
- The parties agree to comply with applicable laws and regulations. 4TEST may suspend performance if Customer is in violation of applicable laws or regulations.
- Customer who exports, re-exports, or transfers products, technology or technical data purchased hereunder assumes all responsibility for complying with applicable Danish and all other laws and regulations("Applicable Laws"), and for obtaining required export authorizations. Customer expressly agrees not to sell or otherwise transfer products, technology or technical data to companies or persons on the Denied Parties List and Specially Designated Nationals and Blocked Persons List, or to any other prohibited parties or restricted destinations listed in Applicable Laws, unless properly authorized by the appropriate government(s). 4TEST may suspend performance if Customer is in violation of Applicable Laws. Further information on restricted destinations can be obtained from http://www.bis.doc.gov/policiesandregulations/regionalconsiderations.htm
- Use, distribution or disclosure of Products by the U.S Government is subject to DFARS 227.7202-3 (Rights in Commercial Computer Software), DFARS 252.227- 7015 (Technical Data – Commercial Items), and FAR 52.227-19 (Commercial Computer Software-Restricted Rights).
- The contractual relationship between the Parties will be governed by the laws of Norway. The exclusive place of jurisdiction for any dispute arising out of or in connection with the contractual relationship between the parties shall be Oslo, Norway. In addition 4TEST has, at its option, the right to bring suit in the country where customer is located.
- To the extent that any provision or a portion of any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
- The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
- Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. 4TEST shall not be liable for any damages resulting from such use.
- These Terms and any supplemental terms applicable to the order constitute the entire agreement between 4TEST and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Any amendment to these Terms must be in writing in order to be valid. This will similarly apply to any waiver of this written form requirement. Customer's additional or different terms and conditions will not apply.
- 4TEST may assign or transfer any of its rights or obligations under these Terms upon notice in connection with a merger, reorganization, transfer, sale of assets or product lines, demerger or spin-off transaction or change of control or ownership of 4TEST, or its permitted successive assignees or transferees.