TERMS & CONDITIONS
TERMS & CONDITIONS

1. GENERAL

All quotes, orders, invoices, and other documents by Instec Inc., its subsidiaries or affiliates (“INSTEC”) are subject to the following “TERMS & CONDITIONS” as governed by the laws of the State of Colorado. The parties agree that the exclusive venue for pursuing any claim is in the state or federal courts of Colorado. These terms apply to the exclusion of and notwithstanding any terms otherwise stated. No additions or alterations to these terms shall be binding upon INSTEC unless made in writing and signed by an authorized INSTEC employee.

2. DESIGNS, QUOTATIONS & PRICES

While INSTEC shall advise CUSTOMER and design EQUIPMENT that best meets CUSTOMER requirements according to information provided to INSTEC, before placing an order, CUSTOMER shall be solely responsible to verify EQUIPMENT design and final revisions, and to determine that EQUIPMENT is viable and suitable for use in CUSTOMER’s intended application. Unless stated to the contrary: (1) quotes are subject to revision without notice; (2) prices quoted shall not include packaging, insurance, delivery, installation, training, and any other special handling charges; (3) prices quoted exclude all taxes, VAT, or custom duties for which CUSTOMER is fully responsible; (4) all times for delivery or compliance with any contractual obligation are estimates only; (5) EQUIPMENT or specification changes may result in variations in estimates of times and prices. CUSTOMER may request, in writing, that INSTEC agree to make no design changes without advance approval of CUSTOMER, otherwise, INSTEC reserves the right to make changes in EQUIPMENT design and manufacture. CUSTOMER is deemed to have reviewed, accepted, and validated the design and manufacture of standard, non-standard, or custom EQUIPMENT upon acceptance of delivery from INSTEC. CUSTOMER agrees to indemnify and hold INSTEC harmless against any claims or suits alleging defective design of EQUIPMENT.

3. CUSTOMER ORDERS & PAYMENT

Unless otherwise stated, CUSTOMER shall pay invoice in full in US Dollars within the period indicated on invoice. INSTEC shall charge CUSTOMER all solicitors fees, debt collection agency charges, court costs and all other expenses incurred in the collection of overdue accounts. INSTEC reserves the right to modify terms prior to shipment, to require full payment in advance, or to delay or cancel any shipment or order for reasons not limited to CUSTOMER’s creditworthiness or failure to fulfill any obligation when due. If INSTEC is unable for any reason to fulfill an ORDER, any payment by CUSTOMER shall be refunded, but INSTEC shall not be liable for any consequential loss, damage, or expenses of CUSTOMER due to such unfulfillment. In no event shall any dispute concerning EQUIPMENT affect CUSTOMER'S obligation to fulfill payment obligations. INSTEC may subcontract all or part of any order received from CUSTOMER.

4. DELIVERIES

CUSTOMER signature on INSTEC or courier documents shall constitute conclusive proof of delivery. Where a delivery has been accepted "unexamined", and subsequently found incomplete or the EQUIPMENT faulty, CUSTOMER shall notify INSTEC immediately by telephone and in writing and in any event within 7 days of DELIVERY. Failure to do so may invalidate any claim. Where DELIVERY is stayed by CUSTOMER unwillingness or inability to accept delivery, INSTEC, CUSTOMER shall be liable for and shall reimburse INSTEC for all costs of storage, transit, and insurance. INSTEC may deliver part of any order and require payment for that part. INSTEC shall not be liable for any customs duties or other local taxes. CUSTOMER assumes all risk for EQUIPMENT that leaves INSTEC premises. INSTEC SHALL HAVE NO LIABILITY FOR DIRECT OR INDIRECT LOSS OR DAMAGES DUE TO FAILURE FOR ANY REASON TO MEET SCHEDULED SHIPMENT DATES OR FAILURE TO NOTIFY ANY SUCH DELAY.

5. REPOSSESSION

If CUSTOMER defaults on payment or other obligation, INSTEC shall repossess EQUIPMENT and reserves the right to enforce other remedies against CUSTOMER indebtedness including demanding payment of interest, costs incurred, and compensation for EQUIPMENT use or loss.

6. WARRANTY

Unless stated to the contrary, INSTEC warrants to CUSTOMER that new EQUIPMENT manufactured by INSTEC shall conform to the specifications set forth by INSTEC, and shall remain free of defects in workmanship and materials for a warranty period of one year from date of delivery. This warranty shall not cover windows, substrates, items normally consumed during use, or other EQUIPMENT at the sole discretion of INSTEC. EQUIPMENT supplied to CUSTOMER from a manufacturer other than INSTEC shall be subject to manufacturer’s warranties. This warranty of EQUIPMENT shall be null and void because of, but not limited to: (1) storing or operating EQUIPMENT at any temperature outside stated operating and storage temperature ranges; (2) performing or attempting to perform unauthorized service or repair of EQUIPMENT; (3) subjecting EQUIPMENT to accident, misuse, abuse, or unauthorized alteration or modification, as determined by INSTEC; (4) reselling EQUIPMENT except through an authorized dealer. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESSED WARRANTY OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE PART OF INSTEC

7. RETURNS

EQUIPMENT requiring repair, service, or replacement under this WARRANTY is at the sole discretion and judgment of INSTEC, and shall be subject the following conditions: (1) INSTEC shall NOT accept EQUIPMENT returns without giving prior approval to CUSTOMER with an RMA (Return Merchandise Authorization); (2) EQUIPMENT shall be delivered before the end of the warranty period to INSTEC or to an authorized service center, unless EQUIPMENT is covered by an on-site manufacturer’s warranty or a maintenance contract; (3) CUSTOMER shall be responsible for all costs of delivery to INSTEC and all costs of return delivery after repair from INSTEC to CUSTOMER; (4) CUSTOMER shall be responsible to securely pack EQUIPMENT and to provide full coverage delivery insurance or to assume all risk of damage or loss in transit of EQUIPMENT to and from INSTEC; (5) CUSTOMER shall return with EQUIPMENT all parts and accessories included in initial purchase, all hardware and software, and all proof of purchase documentation if EQUIPMENT was obtained from a dealer; and (6) INSTEC shall not redeliver EQUIPMENT until CUSTOMER pays in full for repair or service.

8. REPAIRS, REPLACEMENT & REFUNDS UNDER WARRANTY

INSTEC shall inspect and determine the condition of all returned EQUIPMENT. Should EQUIPMENT be determined at INSTEC’S sole discretion to have malfunctioned during the warranty period because of a defect in workmanship or material, or to have developed a fault under normal usage, INSTEC shall at no charge to CUSTOMER, either: (1) repair or replace EQUIPMENT; or (2) return to manufacturer for repair or replacement any EQUIPMENT from another manufacturer supplied by INSTEC, except that INSTEC'S liability for such EQUIPMENT shall not extend beyond any corresponding manufacturer liability. If unable to repair or replace EQUIPMENT subject to warranty, INSTEC shall refund the original purchase price paid by CUSTOMER. DISCLAIMER: THE FOREGOING WARRANTY IS IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. INSTEC INC.’s liability and the CUSTOMER’s exclusive remedy for breach of the foregoing warranty shall be limited to the repair or replacement of the EQUIPMENT or refund of the purchase price. Under no circumstances shall INSTEC be liable to CUSTOMER in any way for damages, including any lost profits, lost savings or other incidental or consequential damages arising out of the use or misuse of EQUIPMENT, or INSTEC’s breach of the foregoing WARRANTY.

9. SERVICE NOT UNDER WARRANTY

In the case of EQUIPMENT that is not under warranty, INSTEC and CUSTOMER shall freely negotiate a contract for service and for any limited warranty extension due to service. INSTEC shall not be obligated to provide service for EQUIPMENT out of warranty.

10. SOFTWARE

All software is owned by INSTEC and only licensed to CUSTOMER under the condition that the CUSTOMER shall: (1) not modify or interfere with software; (2) not make copies of the software for any other purpose than for use by CUSTOMER; (3) keep all copies secure and respect the confidentiality of software; (4) not disclose or otherwise permit any third-party access to software or allow to be caused any unauthorized copying or breach of copyright; (5) not sell, donate, assign, or otherwise transfer the license to any third party, unless authorized by INSTEC as a distributor or agent; (6) maintain adequate backup of software and all data; and (7) be solely liable for any loss or damage of software or data. INSTEC may revoke the software license if CUSTOMER violates these terms. In the event that software fails to conform to its advertised description or abilities or proves in any way to be defective, INSTEC, at its sole discretion, shall assist CUSTOMER to repair software or acquire updated versions, but shall NOT have any other obligation or be liable in any way.

11. LIABILITY

REGARDLESS OF ANY ADVICE, RECOMMENDATION, OR REPRESENTATION GIVEN BY INSTEC WHETHER WRITTEN, VERBAL, OR IMPLIED, INSTEC SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY ITS BREACH OF DUTY IN CONTRACT, NEGLIGENCE, LACK OF PERFORMANCE OF EQUIPMENT, FAILURE OR DELAY IN DELIVERY, OR IN ANY OTHER WAY, INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, INCOME, PROFIT OR GOODWILL; LOSSES SUSTAINED AS A RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSONS; AND/OR DAMAGES TO PROPERTY, OTHER THAN THE EQUIPMENT. IN NO CASE SHALL INSTEC’S LIABILITY EXCEED THE PRICE PAID FOR THE EQUIPMENT.

12. ERRORS

INSTEC may rectify at any time howsoever occasioned, without prejudice to its interests, any errors and omissions in its documentation, including after submission of quotation, receipt of order, submission of invoice, receipt of payment, dispatch and delivery of equipment. INSTEC shall not be liable for any loss or damage directly or indirectly caused by any error or omission in any of its documents.

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