PRICE AND TERMS. (a) The prices payable by Buyer for goods and services to be supplied by SIELC under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment terms are net thirty (30) calendar days from the date of the invoice for a Buyer with established credit and financial capacity for consumables only. All instrumentation/devices require pre-payment (regardless of new buyer or not). New Buyer has 100% prepay terms of sale including shipping cost, taxes, and duties. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and SIELC reserves the right to (1) withhold shipment of the Order until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Supplier for the reasonable costs, including attorneys fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by the SIELC, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Supplier reasonable requests to determine credit status or credits limits. (d) Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects Buyer’s ability to perform its obligations under this Agreement. (e) Unless otherwise specified in the Order, Work will be delivered FOB Supplier’s manufacturing facility and will be shipped to Buyer via carriers selected by SIELC.
BUYER MATERIALS AND DATA. (a) Buyer represents and warrants that any matter it furnishes for performance of services by SIELC (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any persons right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. (b) Buyer warrants that it has the right to use and to have SIELC use on behalf of Buyer any data provided to SIELC by Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information.
INTELLECTUAL PROPERTY. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by SIELC as of the date of the Order or made or conceived by employees, consultants, representatives or agents of SIELC during the term of this Agreement shall be and remain the sole and exclusive property of SIELC. Without limiting the generality of the foregoing, the parties agree that SIELC will own intellectual property of systems and products related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto made during the term of the Order.
CONFIDENTIAL INFORMATION. Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Supplier and Buyer, and in no event shall Supplier acquire and right, title, or interest in and to any materials or information provided to it by Buyer.
BREACH. In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Order or the Agreement, the non-breaching party shall have the right to: (a) terminate the Order immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Supplier’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Supplier with reasonable notice of any alleged deficiencies in the Work or performance under the Order or this Agreement and Supplier shall have a reasonable opportunity to cure any such alleged non-conformance or breach.
WARRANTY. SIELC warrants that the product shall reasonably conform to specifications in all material respects. If applicable and at SIELC’s option, SIELC may provide Buyer with an on-line printing proof for Buyer approval. If a proof has been provided, once Buyer approves a proof, Buyer will be liable for all fees associated with the order, as specified in the Order. SIELC will not provide refunds for any Work conforming to specifications in all material respects other than the warranties set forth in this section, SIELC makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the services performed or any items produced will be merchantable or fit for any particular purpose or use. In the event of any breach of any warranty specified in this provision, Buyer’s exclusive remedy shall be that SIELC shall, at its option, repair or replace any defective goods at no cost to Buyer or refund any purchase price paid for such Work.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED.
COMPLIANCE WITH LAW. Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
TERMS OF INTERNATIONAL SALE. Each items for shipment to countries outside of the U.S. may be subject to taxes, customs duties and fees levied by the destination country (“Import Fees”). The recipient of the shipment is the importer of record in the destination country and is responsible for all Import Fees.With respect to each item for which Import Fees have been calculated, you authorize SIELC to designate a carrier (“Designated Carrier”) to act as your agent with the relevant customs and tax authorities in the destination country, to clear your merchandise, process and remit your actual Import Fees for such item. (a) “Import Fees Deposit” represents an estimate of the Import Fees that will be levied on the items in your order for shipment to countries outside of the U.S. By placing your order, you agree to allow SIELC to collect the Import Fees Deposit for the applicable items in your order. This deposit will be used, on your behalf, to reimburse the Designated Carriers for the import fees that they have paid on your behalf to the appropriate authorities of the destination country. (b) You further agree that the Designated Carriers may disclose to SIELC the amount of actual Import Fees levied on the item you have purchased from SIELC (“Actual Import Fees”). In the event that the Import Fees Deposit exceeds the Actual Import Fees, SIELC will refund the difference to you. (c) To obtain details regarding the Actual Import Fees, or to obtain documentation or receipts in connection with customs clearance, you may contact the Designated Carrier specified in your shipment confirmation. These terms and conditions are in addition to the standard Conditions of Use of the SIELC. Pursuant to those terms, title and risk of loss for the items transfer to the recipient upon delivery to the common carrier in the United States.
LIMITATIONS. For products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in destination country languages and provided in English only; the products (and accompanying materials) may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the products may not conform to destination country voltage and other electrical standards (requiring use of an adapter or converter if appropriate). You are responsible for assuring that the product can be lawfully imported to the destination country. When ordering from SIELC, the recipient is the importer of record and must comply with all laws and regulations of the destination country.
PRIVACY. Your privacy is important to us, and we know that you care about how information about your order is used and shared. We would like our international customers and customers shipping products internationally to be aware that cross-border shipments are subject to opening and inspection by customs and/or postal authorities.Also, we may provide certain order, shipment, and product information, such as titles, to our international carriers, and such information may be communicated by the carriers to customs and/or postal authorities in order to facilitate customs clearance and comply with local laws.
SCOPE OF AGREEMENT. SIELC upon acceptance of an Order placed by Buyer, will supply the products and services specified in the Order to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and SIELC acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Order (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.