U.S. AND CANADA TERMS AND CONDITIONS OF SALE
Unless otherwise specified within our proposal or quote, the following terms and conditions apply:
1. DELIVERY – This proposal is based on delivery F.O.B. ANTX’s (hereinafter called Antx) factory and the Buyer shall pay all shipping costs from that point. Responsibility of Antx shall cease and Buyer assumes all risk of loss or damage upon Antx’s delivery to and receipt by a common carrier.
All estimated shipping or delivery dates are computed from receipt at the factory of all details pertaining to the order essential to its proper execution. Shipping or delivery dates are approximate only and may be changed by Antx at its sole option. Antx will make reasonable efforts to meet the delivery dates quoted, however, Antx shall not be held responsible or liable for any loss or detention or delay caused by fire, strike, civil or military authority or by insurrection or riot, or by any other cause which is unavoidable or beyond its reasonable control. Upon the occurrence of any of the foregoing events, Antx shall lave the right, at its sole option, to cancel Buyer’s order without liability.
If more than one delivery is made, each will be deemed a separate transaction and will be invoiced separately. Neither failure of, nor delay in any delivery, nor shortage in quantity or other defect in any delivery, shall in any affect the obligations of Buyer and Antx as to any other delivery.
The Buyer agrees to accept delivery of any part or all of the material upon notice of readiness for shipment from Antx. In case of Buyer’s refusal or inability to accept any delivery covered by the order or contract or Buyer’s failure to furnish Antx with shipping instructions, the Buyer shall be held liable for freight, express, storage, extra cost of handling and other expenses that may be incurred thereby. Such liability of the Buyer is in addition to and shall in no way alter, the terms of payment of Antx’s invoice for the material offered for delivery and invoice will be rendered and payment made as if delivery has been consummated.
2. TERMS OF PAYMENT – All invoices shall be due net 30 days from issuance date of invoice and payable in United States currency. Interest charges in the amount of 1.5% per month will be applied to the open balance thereafter. Delays in transportation shall not extend terms of payment. Should the Buyer’s financial responsibility be, or become, unsatisfactory to Antx, cash payment (including payment for all goods therefore delivered) or satisfactory security may be demanded by Antx, and in default of such cash payment or satisfactory security, in addition to Antx’s other rights and remedies, deliveries may be discontinued at the option of Antx, and a charge rendered covering the value of any completed or partially finished articles that are manufactured on the order or contract.
3. TITLE TO GOODS – Ownership, title and right of possession to each shipment made hereunder shall remain with Antx until the goods are paid for in full. The foregoing reservation of ownership, title and right of possession is applicable irrespective of how the purchase of the goods were quoted (i.e., FOB, FAS or CIF, etc.) shipped, or consigned, and irrespective of the time, place, method or currency of payment. Buyer shall, on demand of Antx, execute and deliver to Antx such instruments as Antx may deem necessary to protect its interests in such title in accordance with the laws of the State in which such chattels may be shipped or at any time located.
4. LIMITED WARRANTY – Products, parts and components produced by Antx are warranted to be free of defects in material and workmanship under normal use and service for a) DiaLog Plus and Ultra – a period of eighteen (18) months from date of shipment or twelve (12) months from date of installation of equipment, whichever comes sooner, b) DiaLog Elite – a period of five (5) years from the date of shipment. Products, parts and components produced by outside vendors are warranted to the extent of the original manufacturers’ warranty or that of Antx produced products, whichever comes sooner.
This warranty shall not apply to any product that has been:
- repaired, worked on, modified or altered by persons unauthorized and/or not dispatched by Antx, at Antx’s sole discretion, in such a manner as to injure, in Antx’s sole judgment, the performance, stability, reliability or safety of the product;
- subjected to misuse, negligence, accident, fires, force of the elements or environmental disasters; or
- connected, installed, adjusted or used otherwise than in accordance with the instructions furnished by Antx.
Product warranty, as stated herein, will be made void if instrument malfunction indicators are not appropriately responded to.
Repairs, replacement of parts and servicing covered by warranty will be performed at Antx’s factory, or at such other locations as Antx may designate, transportation prepaid. Antx obligations under this warranty do not include the cost of furnishing any labor in connection with the removal or installation of repaired or replaced equipment or parts thereof, nor does it include the cost of transportation. In the event the customer requires field repair of such equipment, Antx shall provide qualified personnel to affect such repair at no charge for on-site labor during standard working hours; however, customer shall pay travel and living expenses at cost and travel time, premium labor differential, and layover charges; if any, according to the then published rates in effect. If the performance of warranty services at Antx factory, or other Antx designated location, reveals that the repairs are either unnecessary or were occasioned by customer’s misuse, improper storage, abnormal operating conditions or customer modification not authorized by Antx, the service call will be subjected to Antx’s normal out-of-warranty service call rate, transportation and expenses.
The following items are specifically excluded from this warranty; data and power cables, purge hose, blower motors, and consumables. Check with factory for further clarification and exclusions.
The foregoing “limited warranty” states our entire liability for any claim of damages whatever arising out of the supplying of equipment, or its use, and is made by Antx and accepted by purchaser IN LIEU OF ALL OTHER WARRANTEES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANIABILITY AND FITNESS FOR PARTICULAR PURPOSE, ANTX IS NOT LIABLE FOR PROPERTY, INCIDENTAL, OR CONSEQUENTIAL DAMAGE RESULTING FROM THE MANUFACTURE, PACKAGING, DELIVERY, STORAGE, OR USE OF THE PRODUCTS OR FOR INJURY FROM ITS USE. ANTICIPATED OR LOST OF PROFITS, OR FOR ANY OTHER CAUSE.
If this product was purchased directly from Antx, or through an authorized reseller or distributor of Antx, then and only then does this warranty apply.
5. REJECTION – Buyer shall inspect the equipment immediately upon its receipt and shall within five (5) days of receipt give written notice to Antx of any claims or shortages that the equipment does not conform with the terms of the contract if the Buyer fails to give such notice , the equipment shall be deemed accepted and to conform with the terms of the contract and the Buyer shall be bound to pay for the equipment in accordance with Paragraph 2. Return of goods, defective or otherwise, will not be accepted by Antx unless they are shipped FOB destination, freight prepaid, and with prior written authorization by Antx. When return of nonconforming goods has been accepted, conforming shipment may be made without further liability on Antx’s part. Buyer will be liable to restocking charges of not less than 15% of the order value in the event equipment is returned to Antx which is not defective and is in accordance with the terms of the contract. Antx’s LIABILITY FOR EQUIPMENT OR PARTS THEREOF NOT CONFORMING TO SPECIFICATIONS SHALL BE LIMITED TO THE SALES PRICE THEREOF, AND ANTX SHALL NOT BE LIABLE FOR ANY EXPENSE OR DAMAGE TO BUYER, INCLUDING WITHOUT LIMITATION ANY ANTICIPATED OR LOST PROFITS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE CONDITION OR USE THEREOF.
6. MODIFICATION CONTROLLING TERMS OF CONTRACT – All purchase orders are accepted on the basis of the terms and conditions appearing herein and as part of the written quotation. Where the terms of Buyer’s purchase order or offer vary from the terms of this acceptance, Antx’s terms and conditions shall control. Where Buyer has submitted a purchase order in response to Antx’s standard quotation form, Buyer shall be deemed, notwithstanding anything to the contrary stated in its purchase order form to have assented to Antx’s terms and conditions. Any modification of these terms and conditions must be expressly agreed to in writing and signed by an authorized representative of Antx in Austin, Texas.
7. PATENTS – Antx assumes no responsibility, unless agreed upon in writing, for any claim for infringement of any patent, trademark or copyright. Buyer shall indemnity Antx against liability for patent infringement in case of goods manufactured specifications supplied by Buyer.
8. ACCEPTANCE AND PRICE CHANGES – This proposal, if submitted by an sales agent, representative or distributor, is subject to acceptance by Antx at its general office at Austin, Texas. This proposal expires within sixty (60) days from date thereon. Thereafter, unless the proposal is reconfirmed for another period, Antx, at its sole discretion, has the right to change the price or any other particulars stated in the proposal upon due notice to the Buyer.
9. TAXES – The amount of any present or future sales, use, excise or other tax, Federal, State or local, which Antx now or hereafter shall be required to pay, either on its own behalf or on behalf of the Buyer or otherwise, with respect to the material covered by the order or contract (unless such tax directly on any non-exempt transaction, in case Antx’s invoice does not indicate a charge therefor) shall be paid by the buyer.
10. MINIMUM CHARGE – Minimum charges shall be made in accordance with respective product, Catalogs and price information, but never less than the minimum invoice amount in the then current price list.
11. APPLICABLE LAWS – The contract shall be construed in accordance with the laws of the State Of Texas, USA.
12. COPYRIGHTED MATERIAL – Unless otherwise specified, Antx’s copyrighted material (software and printed documentation) may not be copied.
13. CONFIDENTIAL DATA AND INFORMATION – If, in connection with the sale, purchase, use or maintenance of the equipment, Antx is requested, required or deems it advisable to furnish data or information which it, in Antx’s sole discretion, deems proprietary, confidential or both, Antx shall not, in any event, submit or be required to furnish such data or information unless and until Buyer enters into an agreement concerning the handling, use, copying, retention and return of such information, the form of which agreement is available to Buyer upon request.
14. ASSIGNMENT – Buyer’s rights and obligations hereunder may not be assigned or transferred, whether in whole or in part by buyer, except with the prior written consent of Antx. Antx may assign or transfer all or any part of Buyer’s order or Antx’s rights hereunder to any entity with the ability to perform its terms.
15. NON-WAIVER – Antx’s failure to exercise any of its rights shall not constitute or be deemed a waiver or forfeiture of such rights.
16. EXCLUSIVE REMEDIES – The remedies provided herein are Buyer’s sole and exclusive remedies. Antx shall not be liable for any direct, indirect, special, incidental or consequential damages whether based on contract, tort, or other legal theory arising out of the sale, installation, service or use of its equipment. Antx neither assumes nor authorizes any other person to assume for it any other liability in connection with the sale, installation, service or use of its equipment.
17. INSTALLATION AND SITE PREPARATION – Installation services are not included in the purchase price of the equipment sold hereunder unless expressly so stated on the face of Antx’s quotation. For equipment requiring installation by Antx’s service personnel, it is the responsibility of the Buyer to prepare the site environmentally and provide the required services (i.e., power, water, drain, air, bottled gases, permits, safe access, licenses, approvals, etc.) as well as what is required to uncrate and move the equipment to its location. Failure to do so will result in a service charge by Antx to cover the lost time of its service personnel. Because Antx’s service personnel may be required to enter Buyer’s premises for the purpose of providing service to the equipment sold hereunder, Buyer hereby undertakes to maintain its premises in a safe condition and to comply with all applicable, laws, statutes and regulations governing workplace, health and safety. Antx’s sales and service personnel are not authorized to enter into any indemnity or hold harmless agreements on behalf of Antx, Antx will not, in any event, indemnify, defend or hold Buyer harmless from any liability that it may incur to Antx’s sales and service personnel.
18. MISCELLANEOUS – The terms herein are intended by the parties as the entire and final expression of the terms of their agreement. Stenographic and clerical errors are subject to correction. If any provision hereof is modified or invalidated by statute of judicial decision, the remaining provisions will continue in full force and effect. Antx’s proposal of payment or performance which differs in any respect from the amounts, terms and conditions stated herein shall not constitute a waiver of Antx’s right to require strict compliance with such amounts, terms and conditions. Buyer’s rights and obligations hereunder may not be assigned or transferred, whether in whole or in part by buyer, except with the prior written consent of Antx. Antx may assign or transfer all or any part of Buyer’s order or Antx’s rights hereunder to any entity with the ability to perform its terms.
End of “Antx Terms And Conditions Of Sale”