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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.



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.




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.









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.


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

from http://www.bis.doc.gov/policiesandregulations/regional


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.