ALTOO SALES TERMS Revision Date 01-March-2019
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.
- SALE AND DELIVERY
1.1. 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.
1.2. Prices exclude any applicable sales, value added or similar tax payable by Customer.
1.3. Unless otherwise indicated on the quotation, prices include shipping and handling charges. Title to hardware and consumable Products will pass to Customer upon delivery.
1.4. Customer may cancel orders prior to shipment at no charge. Product returns are subject to ALTOO approval and applicable charges.
1.5. For Products without installation included in the purchase price, acceptance occurs upon delivery.
1.6. 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 delivery.
1.7. 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.
2.1. Section 2.1 to 2.7 are valid for software provided from Keysight Technologies. For software from other suppliers, the conditions will be defined as part of in the quotation.
2.2. With the exception of test scripts and related documentation (collectively, “Test Scripts”), all Software is licensed to Customer pursuant to the applicable EULA included with that Software. Copies of each EULA are available at www.keysight.com/view/eula, as documentation provided with the Software, or upon request. If the Software documentation does not include license terms, Keysight grants Customer a worldwide, nonexclusive, non-transferable, revocable (if any applicable royalties are not paid), limited license to use one copy of the Software on one machine or instrument for internal purposes or, if applicable, Keysight grants Customer the license as otherwise stated on the Quote. Software may contain third party software with separate license terms that may apply and take precedence to the extent Customer’s use exceeds the license granted herein.
2.3. When Software is delivered electronically, such delivery will be deemed to have occurred when (i) Keysight has notified Customer of, and has given Customer access to, a website from where the Software can be downloaded, and Keysight has given Customer any and all license key(s) needed to download, install, and/or activate the Software. When Software is installed by Keysight, delivery and acceptance will be in accordance with Section 1.6.
2.4. 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 Software onto any public or distributed network.
2.5. Notwithstanding anything to the contrary in these Terms, all Software, Service and Professional Services deliverables are licensed and not sold, and the use of terms such as “sale” and “purchase” in connection with those items will be understood as a reference to licensing of those items.
2.6. For Test Scripts and for all Service and Professional Services deliverables that do not constitute Software, Keysight grants to Customer a limited, non-exclusive, non-transferable, perpetual, worldwide license to copy and use such items only for Customer’s internal business purposes.
2.7. As between Keysight and Customer, Keysight is and shall remain the exclusive owner of all intellectual property rights in or related to any of the Products, Service and Professional Services.
- RIGHTS DUE TO DEFECTS (WARRANTY)
3.1. The standard warranty for all products sold by ALTOO is 1 year return to bench warranty. For some products, the warranty is longer. Product warranty terms are provided with the Product, on Quotes and upon request.
3.2. Section 3.2 to 3.6 is valid for products from Keysight Technologies.
3.3. Product warranty terms are provided at www.keysight.com/go/warranty_terms_emea. Each Product receives a global warranty, which includes the standard warranty for Denmark.
3.4. 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.
3.5. 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.
3.6. 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
4.1. 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.
4.2. 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.
4.3. 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
5.1. 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 profit 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.
5.2. 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.
5.3. The remedies in these Terms are Customer’s sole and exclusive remedies.
- DATA PRIVACY
6.1. Data Protection Requirements. Seller warrants that, with respect to any personal data that may be processed in connection with the purchase order, it will duly observe its obligations under all applicable privacy and data protection laws (“Data Protection Requirements”), as well as any regulations, guidance and directives implementing such Data Protection Requirements, including Directive 95/46/EC of the European Parliament its successor the EU General Data Protection Regulations 2017 and any successor thereto.
7.1. Terms for Services will be specified in the quotation.
7.2. The parties agree to comply with applicable laws and regulations. ALTOO may suspend performance if Customer is in violation of applicable laws or regulations.
7.3. Customer expressly agrees that it assumes full responsibility for obtaining any and all required export authorizations from all applicable government authorities prior to exporting, re-exporting or transferring Products, technology or technical data and for complying with all applicable laws and regulations relating to any such transfer or transaction. Customer shall not sell or transfer Products, technology or technical data to any entity designated or identified by the U.S. Government as a restricted person or included on any U.S. Government-maintained restricted person list, including, but not limited to, (i) the Specially Designated Nationals and Blocked Persons List, (ii) the Foreign Sanctions Evaders List, (iii) the Sectoral Sanctions Identification List, (iv) the Entity List, (v) the Denied Persons List, and (vi) the Unverified List (collectively, “US Restricted Lists”). Further information on these and other applicable lists can be found at www.treasury.gov or www.bis.doc.gov. Altoo may, in its sole discretion, suspend performance or cancel all or part of the order if Customer is designated on US Restricted Lists or does not comply with the provisions of this section and may, in its sole discretion, refuse to perform any post-sale services with respect to the Product (including, but not limited to, any repair or replacement under warranty) if such activities would involve in any way, an entity on any US Restricted Lists. Altoo may, in its sole discretion, require Customer to provide an end user certificate and/or an export license prior to Altoo’s delivery of any Product or item to Customer. 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).
7.4. 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.
7.5. 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.
7.6. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
7.7. 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.
7.8. 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.
7.9. 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.