Conditions and Terms for Sale of Standard or Custom Products

1. CONTRACT

Unless otherwise stated, all sales transactions between you, the Customer, and SciLog, Inc. (hereinafter referred to as SciLog or the "Company") are hereby subject to these terms and conditions. Modification or additions will be recognized only if accepted in writing by a duly authorized employee of SciLog, Inc., or another officially designated representative. Provisions of other documents that add to or differ from these Terms and Conditions are EXPRESSLY rejected. No waiver of these Terms and Conditions or acceptance of other terms shall be construed as failure of the Company to raise objections.

2. QUOTATIONS AND PUBLISHED PRICES

Quotations automatically expire 30 calendar days from the date issued unless otherwise stated in the quotation and are subject to withdrawal by notice within that period. The Company reserves the right to extend such quotation up to 6 months from the date of issuance. Prices shown on the published price lists and other published literature issued by the Company are not unconditional offers to sell, and are subject to change. The Company's prices for equipment, unless otherwise specified, do not include an allowance for shipping, installation and/or final on site adjustment. Prices shall be subject to adjustment to those in effect at time of shipment.

3. TAXES

The Company's prices do not include applicable sales, goods and services, use, excise or similar taxes and the amount of any such tax which the Company may be required to pay.

4. TERMS OF PAYMENT

At the Company's sole discretion, Customer shall make payments either by credit card or by an existing Company credit line. If payment is made through an existing Company credit line, terms are cash net 30 days from date of shipment. Amounts past due are subject to a service charge of the greater of 1.5% per month (or fraction thereof) or maximum contract rate permitted by law. If the Company deems that by reason of the financial condition the Customer or otherwise, the continuance or production or shipment on the terms specified is not justified, the Company may require full or partial payment in advance.  If the Payment Terms on a quotation deviate from those stated in this section, the terms on the quotation shall be controlling for that transaction.

5. DELIVERY

Delivery dates indicated in quotation documents are approximate and are based on prompt receipt of all necessary information regarding the equipment covered by the contract. The Company will use reasonable efforts to meet the indicated delivery dates, but cannot be held responsible for its failure to do so. Title to the equipment and risk of loss shall pass to Customer upon delivery to a carrier. In the event of any delay in delivery caused by the Customer, the Company will store and handle all items ordered at the Customer's risk and will invoice the Customer for the unpaid portion of the contract price, plus storage, insurance, and handling charges on or after the date which the equipment is ready for delivery. The invoice will be payable in full within 30 days from the invoice date. The Company has the right to make partial shipments and bill for those shipments; the Customer will make payment in accordance with terms referenced in Section 4, above.

6. SHIPPING AND HANDLING CHARGES

The Company's itemized prices do not include applicable shipping and handling charges. Shipping costs contained in quotations are approximate and may be adjusted by the Company.

7. CHANGES

Customer may, with the express written consent of the Company, make changes in the specifications for equipment or work covered by contract. In such event the contract price and delivery dates shall be equitably adjusted. The Company shall be entitled to payment for reasonable profit plus costs and expenses incurred by it for work and materials rendered unnecessary as a result of such changes and for work and materials required to effect said changes.

8. CANCELLATION

Undelivered parts of any order may be canceled by the Customer only with the written approval of the Company. If the Customer makes an assignment for the benefit of creditors, or in the event that the Company for any reason feels insecure about the Customer's willingness or ability to perform, the Company shall have the unconditional right to cancel this sales transaction or demand full or partial payment in advance pursuant to Section 4. In the event of any cancellation of this order by either party, the Customer shall pay to the Company the reasonable costs and expenses (including engineering expenses and all commitments to its suppliers and subcontractors) incurred by the Company prior to receipt of notice of such cancellations, plus the Company's usual rate of profit for similar work. The minimum cancellation charge shall be 15% of the contract price.

9. SECURITY INTEREST

Customer agrees to pay for the equipment according to the Company's payment terms and does hereby grant to the Company a purchase money security interest in the equipment until such time as it is fully paid. Customer will assist the Company in taking the necessary action to perfect and protect the Company's security interest. In the event of a default by Customer, the Company shall be entitled to any of the rights and remedies provided by law or in equity, including but not limited to repossession of the equipment.

10. DEFAULT


Upon default and placing of the Customer's account for collection or repossession of equipment, the Customer agrees to reimburse collection cost, legal fees, and court cost incurred by the Company in connection therewith.

11. WARRANTIES & RETURNS:


COMPANY EXPRESSLY WARRANTS THE EQUIPMENT MANUFACTURED BY IT ONLY AS SET FORTH HEREIN. COMPANY MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). IN ADDITION, THE FOLLOWING SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER FOR ANY BREACH BY COMPANY OF ITS WARRANTY HEREUNDER.

A. PRODUCT WARRANTY – Company warrants products it manufactures against defects in materials and workmanship for one (1) year from the date of shipment from Company in normal use and service. If any products fail to conform to this warranty within the first ninety (90) days of the warranty period, Company will, at its option, repair or replace such goods returned. If any products fail to conform to this warranty for the remainder of the warranty period, Company shall furnish necessary replacement parts free of charge. Notwithstanding the foregoing, all product warranties are subject to Subsection D (Warranty Limitations).

B. PARTS WARRANTY - Company warrants service parts against defects in materials and workmanship for ninety (90) days from the date of shipment from Company in normal use and service. If any service parts fail to conform to this warranty, Company shall furnish necessary replacement parts free of charge.  Notwithstanding the foregoing, all parts warranties are subject to Subsection D (Warranty Limitations).

C. SUBASSEMBLY WARRANTY - Company warrants subassemblies manufactured by Company against defects in materials and workmanship for ninety (90) days from the date of shipment from Company. Subassemblies are not warranted for use with products, parts, equipment, electronics, accessories or components not manufactured by the Company or not intended for use with the particular subassembly sold. Notwithstanding the foregoing, all subassembly warranties are subject to Subsection D (Warranty Limitations).

D. WARRANTY LIMITATIONS - These warranties are subject to the following conditions:

  1. Upon discovery of such non-conformity, Company will be given prompt written notice with a detailed explanation of the alleged deficiencies.
  2. The product or part must be properly installed, operated and maintained in accordance with Company specifications.
  3. The product or part must not be operated above rated load capacity or subject to accident, alteration, misuse, or abuse.
  4. The product must not have been repaired or serviced by anyone other than Company or one of its authorized dealers.
  5. Company shall have a reasonable time to repair or replace the defective product.
  6. The Customer is responsible for shipping the product to Company. Company is responsible for shipping the product back to the Customer.
  7. The Customer is the original purchaser. Warranties are non-transferable absent the express written permission of SciLog.

E. RETURN POLICY - Any item may be returned within thirty (30) days from the date of shipment from Company. If the box is unopened (the original factory seal is intact), Company will refund the full credit to the Customer. If the box is opened (the original factory seal is not intact), Company will refund the full credit less a $75 inspection fee and repair labor/parts/materials cost (if applicable) to the Customer. No returns will be accepted after thirty (30) days from the date of shipment from Company. The Customer is responsible for shipping the product to Company.

12. REGULATIONS AND STANDARDS

The performance of the parties hereto is subject to the applicable laws of the United States, depending on the location of delivery of the product or service. The Company takes reasonable steps to keep its products in conformity with various nationally recognized standards and such regulations, which may affect its products. However, the Company recognizes that its products are utilized in many regulated applications and that from time to time standards and regulations are in conflict with each other. The Company makes no promise or representation that its product will conform to any federal, state or local laws, ordinances, regulations, codes or standards except as particularly specified and agreed upon for compliance in writing as a part of the contract between Customer and the Company. The Company prices do not include the cost of any related inspections or permits or inspection fees.

13. INTELLECTUAL PROPERTY

The sale and delivery of the Company's equipment and/or software to Customer shall in no way transfer to Customer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property incorporated into the equipment and/or software.

14. DISCLAIMER OF DAMAGES

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY TYPE OF SPECIAL CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PENAL DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. Such damages excluded by this clause shall include but not be limited to loss of profits or revenues, loss of use of the equipment or associated equipment, cost of substitute equipment, facilities, down time costs, increased construction costs or claims of Customer's customers or contractors for such damages. Customer agrees that in the event of a transfer, assignment, or lease of the equipment sold hereunder Customer shall secure for the Company the protection afforded to it in this paragraph.

15. LIMITATION OF LIABILITY

The Company shall not be liable for any loss, claim, expense or damage caused by, contributed to or arising out of the acts or omissions of Customer or third parties, whether negligent or otherwise. In no event shall the Company's liability for any cause of action whatsoever exceed the cost of the item giving rise to the claim, whether based in contract, warranty, indemnity, or tort (including negligence). Any suit arising hereunder must be commenced within one (1) year from the date in which the cause of action accrues. Except as provided in Article 12, the Company shall not indemnify any party.

16. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE

If Company or one of its employees or agents provides Customer with assistance or advice which concerns any parts, products, service supplied hereunder or any system or equipment in which any such part, product or service may be installed and which is not required pursuant hereto, the furnishing of such assistance or advice shall not subject Company to any liability, whether based in contract, warranty, tort (including negligence) or otherwise.

17. REVISIONS

From time to time the Company may revise the terms of this Agreement. Company will make its best efforts to inform customers of these revisions. The most current revision of these terms may be accessed over the internet by accessing the web page located at: http://www.scilog.com/sale_terms

18. INTERPRETATION

Should any term or provision contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof but shall be construed in the same manner as if such term or provision had not appeared therein.

19. INTERNATIONAL SALES & EXPORT

Customer EXPRESSLY agrees and verifies that the purchased product(s) will not be transferred or exported to third parties or foreign nationals and that Customer is the final end-user of the product. Export or transfer of any SciLog product without the EXPRESS written authorization of the Company is strictly prohibited and may violate US trade laws and regulations thereby subjecting the Customer to civil and criminal liability.