Terms and Conditions

Terms and Conditions

For purposes of these Terms and Conditions of Sale, the term “contract” shall mean the agreement between Janos Technology LLC (hereinafter referred to as “JTLLC”) and Buyer arising as a result of Buyer’s submission of an order for JTLLC products, as hereinafter defined, and JTLLC’s acceptance of said order. Any such contract shall be deemed to incorporate and be governed by these Terms and Conditions. These Terms and Conditions shall take precedence over any terms and conditions that appear in Buyer’s order or in any documents incorporated by reference in Buyer’s order. No term or condition contained in Buyer’s order or other documentation of Buyer additional to or different from these Terms and Conditions shall become part of the contract unless expressly referenced and agreed to in writing by an authorized officer of JTLLC at its principal office in New Hampshire. Retention by Buyer of any products delivered by JTLLC, or payment by Buyer of any invoice rendered hereunder shall be conclusively deemed acceptance of these Terms and Conditions. JTLLC’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver or modification of these Terms and Conditions or as an acceptance of any such provision.

 

1. ACCEPTANCE

A) Acceptance of Buyer’s purchase order is based on Buyer accepting over-runs or under-runs not exceeding ten percent of the quantity ordered, unless otherwise agreed to in writing by the parties hereto.

B) All sales contracts become effective when the Buyer’s purchase order is accepted in writing by JTLLC.

 

2. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES.

A) JTLLC warrants that the goods sold hereunder (i) shall be free from defects in workmanship or material for one (1) year following delivery of the same to Buyer and (ii) shall meet the written specifications and documentation provided by JTLLC for the same; provided that, a) if the goods are custom ordered by Buyer, the goods will meet the requirements requested by Buyer that are accepted in writing by JTLLC and b) if material is provided by Buyer as CSM, the material is compliant to all Buyer and JTLLC specification requirements. JTLLC accepts no liability for damage to Buyer supplied material in handling or manufacture.

B) JTLLC further warrants that goods delivered hereunder will be manufactured in accordance with all applicable laws, ordinances and regulations.

C) JTLLC’s liability for breach of warranty shall be limited to, in JTLLC’s sole discretion, (i) repairing or replacing goods that JTLLC determines do not conform to the foregoing warranty, or (ii) refunding the sales price received by JTLLC in respect of the nonconforming goods. Notwithstanding the foregoing, all warranty claims must be submitted in writing to JTLLC within the applicable warranty period and all nonconforming goods must be returned to JTLLC, properly packaged, at Buyer’s cost and expense, before JTLLC repairs or replaces the same or refunds the purchase price to Buyer.

D) Use or application of goods sold hereunder is at the discretion of Buyer without any liability or obligation on the part of JTLLC except as expressly warranted by JTLLC in writing.

E) These warranties are in lieu of any and all other warranties, express or implied, arising by law or custom, including, but not limited to, the implied warranty of merchantability and the implied warranty of fitness for a particular purpose, as these terms are defined in the uniform commercial code.

F) Limitation of liability, except as provided in section 7(d), JTLLC shall not be liable to Buyer or any person claiming by or through Buyer for any direct, indirect, consequential or other damages of any type or nature arising out of the products provided to Buyer by JTLLC hereunder.

 

3. PRICE

A) JTLLC reserves the right to revise any price quoted without notice to Buyer, at any time prior to acceptance of Buyer’s purchase order by JTLLC unless other pricing arrangements are indicated in writing and approved by JTLLC.

B) JTLLC’s prices do not include sales, use, excise or similar taxes, and accordingly, in addition to the price specified herein, the amount of any sales, use, excise or other similar tax applicable to the sales of goods hereunder shall be paid by Buyer, unless Buyer provides JTLLC with a valid tax exemption certificate from the appropriate taxing authority.

C) The minimum order value accepted by JTLLC is $250.00. If any order is received for value less than $250.00, then the minimum charge of $250.00 will be applied to the order.

D) JTLLC reserves the right to notify Buyer of a price increase where the price of raw materials increases by more than 5% from the market price applicable when the order was accepted and at any time prior to the due date of the contract.

E) JTLLC reserves the right to add a reasonable charge for packaging and handling of the goods to the agreed price of the goods supplied under this contract.

 

4. PAYMENT

A) 100% of the invoiced amount is due in U.S. Dollars within 30 days from the date of invoice unless otherwise stated in writing by JTLLC

B) JTLLC’S may modify payment terms if, in its sole opinion, the payment record or financial condition of the Buyer warrants.

C) JTLLC reserves the right to charge interest where any payment becomes overdue compared with the contractually agreed payment date and for the period that the payment is overdue at the rate of the daily equivalent of the Prime Rate plus 5%.

 

5. DAMAGES

A) Any delays in or failure of performance by JTLLC shall not constitute default or give rise to any claims for damages if and to the extent caused by circumstances beyond JTLLC’s control, such as, but not limited to, acts of God; rules or regulations of governmental authority; strikes or other concerted acts of workmen; fires, floods, explosions, riots, war, rebellion, terrorism or sabotage.

B) In no event shall JTLLC be liable for incidental and/or consequential damages incurred by Buyer by reason of the breach by JTLLC of any obligation incurred by JTLLC hereunder.

C) If the performance of the work hereunder is based upon the Buyer furnishing Buyer’s property, JTLLC shall not be liable for any loss or damage while products are works in process, except if the loss or damage is the result of gross negligence or other willful acts on the part of JTLLC. JTLLC shall not be obligated to insure material furnished to JTLLC by the Buyer. NOTE: Delivery dates are subject to adjustment if Buyer-furnished material does not arrive by the mutually agreed upon date.

 

6. SHIPMENTS

A) Shipment dates are based upon JTLLC’s best judgment, are subject to factory schedules and production limitations, and hence are not guaranteed.

B) All goods will be shipped FOB JTLLC. A handling fee for all orders shipped will apply. The responsibility for any damages or losses arising during transit of goods will be the responsibility of Buyer.

C) Claims for shortages, etc. shall not be accepted by JTLLC unless they are made by Buyer in writing within forty-eight hours after delivery of the goods, and are accompanied by a reference to JTLLC’s shipping slip number.

D) In addition to any other legal remedy, if Buyer fails to fulfill the terms of payment, JTLLC may defer further shipment of goods or may, at its option, cancel the shipment of any other goods purchased by Buyer from JTLLC hereunder or under any other order or written agreement or understanding between Buyer and JTLLC, including, but not limited to, the balance of the applicable order.

E) JTLLC reserves the right prior to making any shipments of goods to request from Buyer satisfactory security for performance of Buyer’s obligations hereunder.

 

7. CHANGES, CANCELLATIONS

A) Specification changes made after Buyer places an order are subject to price adjustments and Buyer will reimburse JTLLC for all loss and expenses incurred by JTLLC arising out of such change.

B) Cancellations shall be by mutual agreement in writing, provided that Buyer will reimburse JTLLC for all loss and expenses incurred by JTLLC arising out of such cancellation.

C) If the delivery of the goods requires a U.S. Export License, denial of such license shall trigger unilateral cancellation of the order without penalty.

 

8. GENERAL; INTELLECTUAL PROPERTY.

A) When furnished, designed, developed and/or manufactured by JTLLC, tools and/or dies, together with incidental fixtures and materials necessary for the manufacture of goods ordered, shall remain the property of JTLLC. All tools, dies, fixtures and/or materials will be maintained for one year after shipment.

B) Unless otherwise agreed to in writing by JTLLC, JTLLC shall own all right, title and interest in and to the patent, design and other intellectual property rights in and to all products sold to Buyer hereunder, and nothing contained herein shall give Buyer any right to utilize any such intellectual property in any manner whatsoever except in connection with Buyer’s licensed use of the applicable product in accordance with the documentation for the same provided by JTLLC.

C) Goods are subject to accepted manufacturing variations or tolerances, except when otherwise agreed to by both parties.

D) Except for goods that are manufactured to specifications provided by Buyer, JTLLC represents and warrants that Buyer’s use of the products sold by JTLLC hereunder in accordance with JTLLC’s specifications and documentation for the same will not infringe upon any United States patent. JTLLC will defend, indemnify and hold Buyer harmless of, from and against any and all claims and expenses, including court costs and attorneys fees, arising out of JTLLC’s breach of this section; provided that, JTLLC will have no obligation to indemnify Buyer for any claims arising out of (i) Buyer’s use of the products in combination with any process or other products, or (ii) any drawings or specifications provided by Buyer.

E) If Buyer provides specifications or drawings for the product to JTLLC, Buyer represents and warrants to JTLLC that JTLLC’s use of the same in the manufacture of the products for Buyer will not infringe upon the patent, design, trade secret or other intellectual property rights of any person, and Buyer agrees to defend, indemnify and hold JTLLC harmless of, from and against any and all claims and expenses, including court costs and attorneys fees, arising out of Buyer’s breach or alleged breach of this section.

 

9. NOTIFICATION OF QUERIES AND COMPLAINTS

A) Questions regarding Buyer’s order and/or complaints related to products sold hereunder must be provided to JTLLC orally or in writing within seven (7) days of receipt of goods and/or invoice, whichever is later. Failure to notify JTLLC within this period of time will constitute unconditional acceptance of the goods.

 

10. LAW

A) The sale of the goods between the Buyer and JTLLC and the construction, validity, and performance of this Agreement shall be governed by the laws of the state of New Hampshire.

 

11. MEASUREMENT AND TESTING OF GOODS SOLD

A) JTLLC specifies the test equipment and/or test method(s) used in measurement of the dimensions and specifications of the requested goods in the quotation stage as filled out in a Quality Test Matrix document, and upon the JTLLC acknowledged Buyer purchase order for said goods. JTLLC reserves the right to use superior test equipment and/or superior test methods than were identified in the quotation stage.

B) In the event that test methods, deliverable data, etc. are not specified, than these items will default to JTLLC standard methods.

 

12. EXPORT REGULATIONS

A) The sale of JTLLC products and technology is subject to and contingent upon compliance with U.S. Export Administration Regulations, and the goods supplied by JTLLC may be controlled by the U.S. Munitions List. All international orders are contingent upon approval of export licenses required by the Government. The use, sale, re-export, delivery or retransfer, directly or indirectly, of the items described herein, in or to any activities related to the design, production, use, or stockpiling of chemical, biological or nuclear weapons or missiles is strictly prohibited.

 

13. GOVERNMENT CONTRACTS

A) If Buyer’s order cites a U.S. Government contract number or is certified under DPAS, Federal Acquisition Regulation (FAR) Part 12 is incorporated where applicable and as may be required by government statute, regulation and/or contract.