Terms & Conditions

ACTON OPTICS & COATINGS - TERMS & CONDITIONS OF SALE

All quotations, products and services provided by Princeton Instruments, a division of Roper Scientific, Inc., Acton Research Corporation, and their respective divisions and business units (individually and collectively, “Seller”) to any customer, distributor, original equipment manufacturer, end-user, or other purchaser (“Buyer”) are furnished only on the following terms and conditions. By accepting delivery of Seller’s products (“Products”) and/or services, Buyer accepts all terms and conditions herein and agrees that, unless otherwise specified by separate written agreement between Buyer and Seller, these terms and conditions, together with the item, quantity, delivery and other terms in Seller’s order confirmation, will constitute the entire agreement between the parties on the subject matter hereof, superseding all other communications, documentation and negotiations. Without limiting the foregoing, Buyer’s acceptance of Seller Products or services shall be deemed a waiver of, and Seller hereby expressly rejects, any different or additional terms, preprinted or otherwise, in any purchase order, proposal, quote or other document furnished by Buyer, whether before or after delivery of the Products or services and regardless of whether Seller has acknowledged receipt thereof by signature or otherwise. No modification of any of these terms and conditions shall be valid against any Seller unless the modifications appear in a document signed by an authorized officer of such Seller.

1. Payment Terms. Unless otherwise specified by Seller, payment terms for U.S. Customers are net 30 days from date of invoice, in U.S. dollars, subject to approved credit at the time of order invoicing. Deposits or down payments, if any, are non-refundable; no discount for early payment is authorized without Seller’s written consent. Orders from outside the U.S. require advance remittance by wire transfer. Visa, MasterCard, Discover and American Express are accepted. Alternate international payment terms are considered upon request. Payment terms shall not be affected by any delay in delivery, installation or acceptance. Partial shipments are billed as made and payable on the terms above. Credit limits and extensions are subject to review and approval by Seller in its sole discretion, and Seller may change its terms of sale or require prior payment, letter of credit or COD when, in the opinion of Seller, the financial condition or previous payment record of Buyer so warrants. Seller shall not be obligated to extend credit to any Buyer. Should Buyer become delinquent in any payment due, Seller at its own discretion may institute credit hold procedures on all open orders. Future orders will not be confirmed until Buyer’s account is brought current, including outstanding interest charges, if any.

2. Quotations & Prices. Any quotations provided by Seller are valid for the period stated on the quotation. Quotations to non-U.S. customers are solicitations for offers to purchase. Quoted prices and delivery dates are subject to Product availability and receipt of prior orders, and prices are valid only for the quantities and payment schedule specified. Clerical or typographical errors are subject to correction. Prices do not include any applicable taxes, import/export duties, and surcharges applicable to the Products (including without limitation sales, use, value added, excise, property, customs and similar taxes or duties), or additional services such as expediting or special packaging, all of which shall be separately stated on Seller’s invoice and paid by Buyer in addition to the prices quoted or invoiced.

3. Acceptance and Cancellation of Orders. Orders must be presented in writing or via electronic means acceptable to Seller and will not be binding upon Seller until accepted by written or electronic confirmation or by shipment of the Products ordered. Seller reserves the right, at its option and without liability, to refuse any order, in whole or in part, or to specify an alternate delivery schedule if orders from all sources exceed Seller’s inventory or ability to deliver. Seller may allocate available inventory and production in its sole discretion. Seller reserves the right to accept any cancellation request made in writing. A 25% cancellation fee will apply.

4. Delivery & Inspection. All deliveries are Ex-Works, Seller’s U.S. manufacturing facility or U.S. Port of Entry, as applicable, per Incoterms 2010, unless otherwise specified in Seller’s order confirmation. Title to the Products and risk of loss or damage passes to Buyer upon delivery at the ExWorks point. Seller will endeavor to deliver accepted orders promptly; it is understood, however, that dates indicated for delivery represent Seller’s best current estimates only and failure to perform within such dates shall not subject Seller to liability. Buyer shall inspect all Products upon arrival and provide written notice to Seller, within five (5) business days, of any claim for shortage or other nonconformance. Any claim for loss or damage in transit should be made directly to the delivering carrier. If Buyer fails to give timely notice, the Products as delivered shall be deemed to conform to all terms of Buyer’s order.

5. Product Specifications and Validation. All Products, when delivered by Seller, shall conform to Seller’s published specifications; however, Buyer shall be responsible for validation of each specific Product application and any use of Products as a component of or in conjunction with any products not manufactured by Seller, including all necessary testing and qualification, and shall put in place all necessary systems and protections to ensure that any failure or defect relating to the Products will not result in any other or further damage, including progressive damage to Buyer or third party products. Seller’s responsibility shall in all events be limited to replacement of the failed or defective Product, and shall not include any further liability for, relating to or arising out of any Buyer or third party products. Seller reserves the right to change the design or specifications of any Product or component or to discontinue the manufacture of any Product at any time, and will use commercially reasonable efforts to notify Buyers of any decision to discontinue Products or any material changes in Product specifications affecting form, fit or function.

6. Limited Warranty; Disclaimer. Seller’s Products are covered by standard, printed warranties provided with each Product. Such warranties, including all limitations and exclusions therein, are incorporated herein by reference. Such warranties will be effective, and Seller will be obligated to honor such warranties, only upon Seller’s receipt of payment in full for the Product(s) to be warranted. Seller’s warranties will be void and of no effect if the Products have been altered, damaged, or misused after delivery or replaced, repaired or disassembled without Seller’s prior written authorization. Seller’s warranties do not cover any damage or defect due to relocation, accident, negligence, failure of electrical power, tampering, or failure to follow Seller’s handling, operating and maintenance instructions. Products returned for repair or replacement under warranty shall be shipped with freight prepaid by Buyer. Seller’s warranty covers only products manufactured and assembled by Seller. Equipment or components supplied by others are sold only with such warranties as may be provided by the original manufacturer.

TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTY AND REMEDIES SET FORTH IN SELLER’S STANDARD PRINTED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS, OR CONDITIONS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THE DESIGN, SALE, INSTALLATION, OR USE OF SELLER’s PRODUCTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, SATISFACTORY QUALITY, OR NONINFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. WHEN, UNDER APPLICABLE LAW, IMPLIED WARRANTIES MAY NOT BE EXCLUDED IN THEIR ENTIRETY, SUCH WARRANTIES WILL BE LIMITED TO THE DURATION OF THE APPLICABLE WRITTEN WARRANTY. COPIES OF THE SELLER’S STANDARD PRINTED WARRANTIES MAY BE OBTAINED UPON REQUEST. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY OTHER DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, SELLER’S PRODUCTS, OR FOR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. SELLER’S TOTAL LIABILITY FOR DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE PRODUCTS COVERED BY THESE TERMS AND CONDITIONS.

7. Purchase Money Security Interest. Buyer hereby grants to Seller a purchase money security interest in all Products purchased hereunder, and all proceeds received by Buyer with respect thereto, as security for the payment of all amounts due from Buyer to Seller. Upon request by Seller at any time, Buyer agrees to execute and file such financing statements or other documents as may be required to evidence and perfect such security interest in any jurisdiction.

8. Return Policy. Other than returns pursuant to valid warranty claims, Products may be returned for refund or credit only with advance written approval and a Returned Materials Authorization (“RMA”) number obtained from Seller’s sales department. Proof of purchase is required. The RMA Number must appear on all shipping documents and related correspondence. Merchandise returned without such approval may be returned to Buyer freight collect. Returned Products must have been purchased within 30 days prior to the date of return, and must be in the same condition as when they were shipped by Seller, in their original, unopened packaging. All returned merchandise must be sent by Buyer freight prepaid and properly boxed to prevent damage in transit. SELLER WILL NOT ACCEPT C.O.D. PARCELS. Seller will inspect returned Products upon receipt and issue any applicable credits based on the age and condition of the merchandise and the terms of this returned goods policy. For any stock items returned, a restocking charge of up to twenty-five percent (25%) of the invoiced price may be charged. Special Order items (items that are not stock items at Seller) are not returnable or refundable under any circumstances. After thirty (30) days, all sales are final.

9. Confidential Information. Buyer acknowledges that the Products and all related software, documentation and technology are based upon and embody various confidential and/or proprietary technology, processes, methods, information, and trade secrets of Seller and its suppliers and licensors. Buyer shall maintain the confidentiality of all such confidential and proprietary information and trade secrets, including Seller’s Product designs, software, specifications, schematics, drawings, documentation, sourcing, materials, components, processes, and pricing (“Confidential Information”) using the same degree of care used to protect its own similar confidential information, but not less than reasonable care. Buyer shall disclose Seller’s Confidential Information only to those employees, contractors, and agents having a need therefor in connection with the purchase covered hereby and bound by written agreement to maintain the confidentiality thereof, and Buyer shall be responsible for any breach by those to whom it provides such information. It is agreed that any breach of this Section may cause Seller irreparable harm for which monetary damages would be inadequate; accordingly, Seller shall be entitled to apply to any court of competent jurisdiction to enjoin any violation, threatened or actual, of this article, even if monetary damages are available and readily quantifiable, and without proof of actual damage.

10. Proprietary Rights. Seller and its suppliers or licensors shall exclusively own all ideas, inventions, technology, patents, patent applications, copyrights, trademarks, trade names, trade secrets, know-how and other intellectual property and proprietary rights and interests used or embodied in the Products, drawings, designs, specifications, documentation, and software furnished by Seller to Buyer, and all derivatives thereof in any form, and this agreement shall not be construed as giving Buyer any right, title, or interest therein or any right to use the same without the prior written consent of Seller or the third party that owns them. Buyer shall not directly or indirectly create, or attempt to create, by disassembling, reverse engineering or otherwise, or from any instructions, manuals, schematics, or other documentation or information provided or made available by or on behalf of Seller, any Products, parts, systems, software, technologies, ideas, items, or concepts comparable to or competing with those provided hereunder, or any part thereof, or disclose or use any such information for commercial purposes or in a manner detrimental to Seller. Buyer shall not remove, alter, or obscure any copyright, trademark, trade name, logo, government restricted rights, or other proprietary or confidentiality notices or legends from any Products, software, documentation, or other materials provided by Seller, and shall not, directly or indirectly, take, authorize or permit any action, or use any procedure or process in any jurisdiction, to assert, register, file, publish, confirm, perfect or claim any right in any intellectual property or proprietary rights of Seller, its suppliers or licensors.

11. Use Restrictions & Requirements. Buyer shall be responsible for obtaining all permits and meeting all applicable codes, regulations, recommendations and requirements of applicable governmental authorities governing its use of the Products, and Seller makes no warranty of any kind regarding compliance by the Products with such requirements. Buyer and its Representatives shall not (a) alter, copy, adapt, modify, reverse engineer, decompile, disassemble, or make any changes to the Products or any related software and documentation, or permit any distributor, agent, representative or end-user to do so, without prior written consent from Seller; (b) import, export, sell, transfer, service, store, or otherwise handle, distribute or use any Product, software, or documentation in any manner prohibited by applicable laws and regulations or contrary to any written warning or instruction given by Seller with respect to such Product, its handling, storage or use (including without limitation those set forth in the Product documentation); or (c) make any representations or warranties on behalf of Seller as to the quality, merchantability, fitness for a particular use, or other features of the Products. Buyer and its Representatives shall comply with all laws, regulations and governmental requirements necessary to export Products from the United States, to import Products into any jurisdiction in which Buyer sells or distributes Products, and to sell, distribute, and/or use the Products in any jurisdiction, including any use, distribution or sale thereof as a component of Buyer or third party products. Buyer shall hold Seller harmless from any and all liabilities, claims, losses, damages, and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of Buyer’s breach of these terms and conditions.

12. Bodily Injury. With respect to bodily injury liability to third parties, each party shall be responsible in such proportion as reflects its relative fault for damages arising from or in any way related to the use or operation of Seller’s Products; provided, however, that Seller shall have no responsibility whatsoever for, and Buyer shall defend, indemnify, and hold harmless Seller from and against all losses, liabilities, damages or injuries caused by or arising out of (1) the use, operation, storage, or service of any Product in violation of these Terms and Conditions, or (2) claims or damages associated with any non-Seller design, manufacture, or installation of any Product, or (3) any custom design, manufacture, or installation by Seller that is performed pursuant to Buyer’s specifications or designs. This Section states each party’s entire liability for bodily injury.

13. Force Majeure. Neither party shall be liable for non-performance or delay in performance of any obligation (other than payment of monetary sums due) to the extent caused by events or circumstances beyond such party’s reasonable control and without negligence on its part, provided that the party so affected shall use reasonable efforts to avoid or remove such causes of nonperformance and shall continue performance with reasonable dispatch whenever such causes are removed. For delays resulting from any such causes, performance shall be correspondingly extended.

14. Finance Charges and Collection Expenses. Any amounts due to Seller that are not paid on the due date therefor shall bear interest, from the date due until paid in full, at a rate equal to the lower of 1.5% per month or the highest legal rate, compounded monthly. If Seller deems it necessary or appropriate to refer an account to an agent or attorney for collection, all costs and expenses of collection (including, without limitation, reasonable attorneys’ fees) will be charged to Buyer’s account and will accrue interest at the rate stated above. Seller may set off against any sum otherwise due from Seller to Buyer or its affiliates any sums or amounts then due from Buyer and its affiliates to Seller and its affiliates.

15. Compliance with Laws. Buyer is responsible for compliance with any laws, regulations and legal authorities applicable to the purchase, export, import, transfer, sale or other disposition of the purchased Products, including all applicable U.S. export control laws and regulations, and shall not export, re-export, or otherwise transmit, directly or indirectly, any Product, software, technical data, or other materials received from Seller, or the direct products thereof, unless in full compliance with all applicable laws and regulations, including obtaining any required export licenses. If Buyer requires Seller to export Products from the U.S., Buyer will be responsible for providing all import certificates or other documents necessary to obtain any required export licenses.

16. Inducement. For customers outside the United States: customer affirms that it, and each of its owners, directors, employees, and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by this Agreement, or in connection with any other business transactions involving Company, make, offer, or promise to make any payment, or transfer anything of value, directly or indirectly, (i) to any governmental official or employee (including employees of government-owned and government-controlled corporation and public international organizations), (ii) to any political party, official of a political party or candidate, (iii) to any intermediary for payment to any of the foregoing, or (iv) to any other person or entity if such payment or transfer would violate the laws of the country in which made or the laws of the United States. It is the intent of the parties that no payments or transfers of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or securing an improper advantage. This shall not, however, prohibit normal and customary business entertainment or the giving of business mementos of nominal value to the extent not prohibited by applicable law.

17. Connection to Government Officials. For customers outside the United States: customer represents and warrants that no employee, officer, director, or direct or indirect owner is a government official, political party official or candidate, or an immediate family member of such an official or candidate. Customer shall immediately notify Company of any change, or any potential breach of the representations and warranties herein, and in such a case Company may immediately terminate this Agreement by written notice. For the purposes of this Section, “government official” means any officer or employee of any non-U.S. government, or any department, agency or instrumentality thereof, any government-owned or government-controlled corporation, any public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, instrumentality, corporation, or public international organization.

18. Governing Law. These Terms and Conditions and all transactions hereunder (including without limitation any disputes arising out of deliveries from Seller to Buyer) shall in all respects be governed by and interpreted and enforced in accordance with the laws of the State of Delaware and the United States of America, without giving effect to any conflict of law provision that would cause the application of the laws of any other jurisdiction. To the extent the United Nations Convention on Contracts for The International Sale of Goods could be applicable by operation of the laws of the United States or the State of Delaware, Seller and Buyer hereby opt out of the application of the Convention and any applicable international discovery and service of process conventions shall not apply.

19. Miscellaneous. These Terms and Conditions may be amended or modified by Seller in whole or in part at any time by written notice. Seller’s rights and remedies herein are cumulative and in addition to all other rights and remedies available at law or in equity. Failure to enforce any provision of these Terms and Conditions shall not be construed as a waiver of such provision or any other provision nor of the right to enforce such provision. The invalidity, in whole or in part, of any provision hereof shall not affect the remaining provisions. Any waiver or renunciation of a claim or right arising out of breach must be in writing and signed by the injured party . Section headings herein are for convenience only, and may not be used in the interpretation hereof. Except as modified pursuant to this paragraph, these Terms and Conditions shall remain in effect for a period of five (5) years following completion of the transactions to which these Terms and Conditions apply.

20. Headings. The section headings used herein are for convenience of reference only, and may not be used in the interpretation hereof. QuotForm:001:

Terms and Condisions
ACTON OPTICS & COATINGS - TERMS & CONDITIONS OF SALE