ALTOO TERMS OF SALE
ALTOO 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 ALTOO Measurement Science ("ALTOO"). "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 ALTOO and in effect on the date ALTOO ships the order.
1. SALE AND DELIVERY
a) All orders are subject to acceptance by ALTOO.
Orders are governed by the applicable trade term
specified on the quotation or agreed to by ALTOO as
defined in Incoterms 2010.
b) Prices exclude any applicable sales, value added or
similar tax payable by Customer.
c) Unless otherwise indicated on the quotation, prices
include shipping and handling charges. Title to
hardware and consumable Products will pass to
Customer upon delivery.
d) Customer may cancel orders prior to shipment at no
charge. Product returns are subject to ALTOO
approval and applicable charges.
e) 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
ALTOO’s installation and test procedures. If Customer
schedules or delays installation by ALTOO more than
thirty (30) days after delivery, acceptance of the
Product will occur on the thirty-first (31st) day after
f) 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. ALTOO may discontinue
performance if Customer fails to pay any sum due, or
fails to perform under this or any other ALTOO
agreement if, after ten (10) days written notice, the
failure has not been cured.
a) 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.
b) 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.
3. RIGHTS DUE TO DEFECTS (WARRANTY)
a) 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.
b) 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.
c) 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.
d) 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
4. INTELLECTUAL PROPERTY CLAIMS
a) 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.
b) 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.
c) 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.
5. LIMITATION OF LIABILITY AND REMEDIES
a) In no event will ALTOO, its subcontractors or
suppliers be liable for special, incidental, indirect or
consequential damages (including downtime costs,
loss of data, restoration costs, or lost profits)
regardless 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.
b) The limitations set forth in Section 5(a) above will not
apply to infringement claims under Section 4, or to
damages for bodily injury or death.
c) The remedies in these Terms are Customer’s sole
and exclusive remedies.
a) ALTOO will store and use Customer’s personal data in accordance with Keysights’s Privacy Statement. ALTOO will not sell, rent or lease Customer's personal data to others.
b) Terms for Service are available at
http://www.altoo.dk/Terms/ALTOO SERVICE AND ACCESSORIES TERMS.pdf upon request, or as otherwise indicated on the quotation.
c) The parties agree to comply with applicable laws and
regulations. ALTOO may suspend performance if
Customer is in violation of applicable laws or
d) 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). ALTOO may suspend performance if
Customer is in violation of Applicable Laws. Further
information on restricted destinations can be obtained
e) 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). f) The contractual relationship between the Parties will be governed by the laws of Denmark. The exclusive place of jurisdiction for any dispute arising out of or in connection with the contractual relationship between the parties shall be Copenhagen, Denmark. In addition ALTOO has, at its option, the right to bring suit in the country where customer is located. g) 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. h) The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. i) 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. ALTOO shall not be liable for any damages resulting from such use. j) These Terms and any supplemental terms applicable to the order constitute the entire agreement between ALTOO 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. k) ALTOO 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 ALTOO, or its permitted successive assignees or transferees.