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Entech Instruments Inc.

Terms of Sale

Revision Date: October 15, 2018.

These Terms of Sale (“Terms”) govern the sale of Products and Services and the license of Software by Entech Instruments, Inc. and its subsidiaries (“Entech”). “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 services to support Products, Software updates and maintenance, or training. “Specifications” means technical information about Products that is published by Entech and in effect on the date Entech ships the order.

The sale of standard Products and Services referenced in any quotation is subject to the current version of Entech Instruments Terms of Sale. A copy of Entech Instruments Terms of Sale is either attached to all quotes or is available at www.entechinst.com/termsofsale. Please contact us if you have not received a copy or require an additional copy. If you have a separate agreement in effect with Entech covering the sale of Products and Services referenced in this quotation, the terms of that agreement will apply to those Products and Services. Entech expressly objects to any different or additional terms in your purchase/sales order documentation, unless agreed to in writing by Entech. Product and Service availability dates are estimated at the time of the quotation. Actual delivery dates or delivery windows will be specified at the time Entech acknowledges and accepts your purchase order. The conditions below shall apply to the fullest extent permitted by law.

  1. Sale and Delivery
    1. All orders are subject to acceptance by Entech. Orders are governed by the applicable trade terms specified on the quotation or agreed to by Entech in writing.
    2. All prices are provided in U.S. dollars. Prices exclude shipping and handling charges and applicable sales, value added or similar tax payable by Customer unless otherwise stated.
    3. Tax: All sales tax is subject to change at the time of order.
    4. 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 Entech’s installation and test procedures. If Customer schedules or delays an Entech installation by more than thirty (30) days after delivery, acceptance of the Product will occur on the thirty-first (31st) day after delivery.
    5. Payment terms are stated in the quotation or acknowledgement documentation, and are subject to change if Customers financial condition or payment record merits such change. Entech may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Entech Agreement, if after ten (10) days from written notice from Entech, this failure has not been cured.
    6. Quotation Validity: Quotations are valid for 60 days unless otherwise indicated.
  2. Licenses
    1. Entech grants Customer a worldwide, non-exclusive license to use Software for internal purposes in accordance with documentation provided with the Software. Entech 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, Entech 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.
    2. Except as authorized by Entech 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.
  3. Warranty
    Instrument Warranty

    Term and Coverage of our Warranty*

    Entech does not warrant that the operation of instruments will be uninterrupted or error free.

    For a period of twelve (12) months from the date of shipment (the “Instrument Warranty Period”), we warrant that our instruments are free from defects in materials and workmanship (the “Warranty”). During the Instrument Warranty Period, except as otherwise indicated by us in a quotation, we will provide the following services at no additional charge:

    • For field-serviceable repairs: parts, labor and travel.
    • For return-to factory / depot repairs: parts, labor and the cost of return shipping to customer location.

    An instrument moved to an alternate site will continue to be subject to the Warranty, provided the de-installation and re-installation are conducted by an Entech service engineer. The costs and expenses related to de-installation and re-installation shall be the responsibility of the customer. Instruments that are relocated without Entech’s knowledge may also lose warranty transferability (See Warranty Transferability).

    Instrument Warranty Return Procedure

    All instruments that are believed to have defects in workmanship or materials and which are beyond the scope of field service repair, must be returned, together with a written description of the defect, to Entech. Entech will issue an RMA (Returned Merchandise Authorization) to the customer to be included with the return. Customer will pay shipping expenses for return of such instrument to Entech. Entech will pay expenses for shipment of repaired or replacement instrument. If Entech is unable, within a reasonable time, to repair or replace the affected instrument(s), Customer will be entitled to a refund of the purchase price upon prompt return of the instrument(s) to Entech.

    Field Service Warranty

    Customer’s instrument warranty is transferable upon Entech’s receipt of written notification. Such notification must include the serial number, model number and the name, address and location of transferee and the transferee must agree in writing to Entech’s warranty terms.

    Entech reserves the right to invalidate the warranty in the event customer independently relocates the instrument. Customer’s warranty for the instrument may be reinstated provided Entech verifies, at customer’s expense, that the instrument is in good operating condition.

    Exclusions

    1. The Instrument Warranty not cover defects resulting from improper or inadequate maintenance, installation, repair or calibration performed by customer or a third party not authorized by Entech; customer or third party supplied hardware or software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specification for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation.
    2. The Instrument Warranty excludes any equipment or accessories which are identified on applicable price lists, quotations, or special promotional materials for which our Warranty may be further limited. Included within this category are items which are sold at specially reduced prices with reduced Warranty protection (in some cases, extended Warranty protection may be available for purchase).
    3. The Instrument Warranty applies only to instruments within the country of original delivery. Instruments transferred outside the country of original delivery, either by us at the direction of the customer or by the customer’s actions subsequent to delivery, may be subject to additional charges prior to Warranty repair or replacement of such instruments, based on the actual location of such instruments and our Warranty and/or service surcharges for such location(s).
    4. Except in the case of an authorized distributor, authorized in writing by us to extend the Warranty to distributor’s customers, the Warranty applies only to the customer as the original purchaser from us and may not be assigned, sold or otherwise transferred to any third party.
    5. Customer must use helium as the GC carrier gas unless otherwise approved by Entech in writing. Any other carrier gas will void warranty.

    Sampling Equipment Warranty

    For a period of twelve (12) months from the date of shipment (the “Sampling Equipment Warranty Period”), we warrant that our sampling equipment are free from defects in materials and workmanship (the “Warranty”). During the Warranty Period, except as otherwise indicated by us in a quotation, we will provide the following services at no additional charge:

    • For return-to factory: Repair or replacement of covered items, return shipping costs to customer location.

    Qualifying Products

    1. Valves: TrueSeal and Micro-QT product lines
    2. Regulators: High pressure cylinder regulators and canister regulators
    3. Flow Controllers: CS1200E and Chameleon product lines
    4. Gauges: Vacuum, Pressure, and Compound
    5. Canisters: Mini-Cans™, Classical Canisters, HDS Canisters
    6. Timers & Triggers: 1900, TM1200, TM1050
    7. Sorbent Pens (Headspace, Diffusive Monitoring, Active Sampling)

    Non-Covered Products

    1. Bottle-Vacs or other Glassware
    2. Fittings
    3. Ferrules
    4. Small parts used for sample train connections

    Product Warranty Return Procedure

    All Products that are believed to have defects in workmanship or materials must be returned, together with a written description of the defect, to Entech. Entech will issue an RMA (Returned Merchandise Authorization) to the customer to be included with the return. Customer will pay shipping expenses for return of such Product to Entech. Entech will pay expenses for shipment of repaired or replacement Product. If Entech is unable, within a reasonable time, to repair or replace the affected Product(s), Customer will be entitled to a refund of the purchase price upon prompt return of the Product(s) to Entech.

    Exclusions

    1. The Sampling Equipment Warranty does not cover defects resulting from improper use by customer or a third party.
      1. For canisters and sampling equipment, improper use includes;
        1. Sampling of smoke or high levels of pollutants beyond the target range of typical analysis.
        2. Cleaning of canisters or sampling equipment with air instead of nitrogen or approved inert gas.
    2. The Sampling Equipment Warranty excludes any equipment or accessories which are identified on applicable price lists, quotations, or special promotional materials for which our Warranty may be further limited. Included within this category are items which are sold at specially reduced prices with reduced Warranty protection (in some cases, extended Warranty protection may be available for purchase).
    3. The Sampling Equipment Warranty applies only to instruments within the country of original delivery. Equipment transferred outside the country of original delivery, either by us at the direction of the customer or by the customer’s actions subsequent to delivery, may be subject to additional charges prior to Warranty repair or replacement of such instruments, based on the actual location of such instruments and our Warranty and/or service surcharges for such location(s).
    4. Except in the case of an authorized distributor, authorized in writing by us to extend the Warranty to distributor’s customers, the Warranty applies only to the customer as the original purchaser from us and may not be assigned, sold or otherwise transferred to any third party.

    Columns & Consumables Warranty

    For a period of ninety (90) days from the date of shipment, we warrant that our columns and consumable products are free from defects in materials and workmanship (the “Warranty”). During the Warranty Period, except as otherwise indicated by us in a quotation, we will provide the following services at no additional charge:

    • Replacement or Exchange

    Warranty on Software

    We warrant that our licensed software, for a period of ninety (90) days from the date our software is received by the customer, shall perform substantially in accordance with the standards set forth in the user documentation related to such software. Our software Warranty, however, does not extend and shall not apply to the extent that any breach of such Warranty is caused by the licensed software being:

    1. not used in accordance with the user documentation supplied by us;
    2. used in combination with any program material not licensed by us;
    3. modified by the customer; or
    4. used with equipment other than the designated equipment for such software.
  4. Limitation of Liability and Remedies
    1. In no event will Entech, 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.
    2. The limitations set forth in Section 4(a) above will not apply to damages for bodily injury or death.
    3. The remedies in these Terms are Customer’s sole and exclusive remedies.
  5. Indemnification

    Entech will indemnify and hold Customer harmless from and against any third party claims for (i) bodily injury or death, or (ii) direct damage to tangible property, to the extent caused by Entech’s negligence or willful misconduct in performing its obligations under these Terms, provided that Entech is given prompt written notice and the opportunity to control the defense of the claim or settlement, and subject to the limitation of liabilities set forth in Section 4.

  6. General
    1. The parties agree to comply with applicable laws and regulations. Entech may suspend performance if customer is in violation of applicable laws or regulations.
    2. Disputes arising in connection with these Terms will be governed by the laws of the State of California.
    3. 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.
    4. The United Nations Convention on contracts for the International Sale of Goods will not apply to these Terms.
    5. 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. Entech shall not be liable for any damages resulting from such use.
    6. These Terms and any supplemental terms applicable to the order constitute the entire agreement between Entech and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer’s additional or different terms and conditions will not apply.
    7. Entech may assign or transfer any of its rights or obligations under the 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 Entech, or its permitted successive assignees or transferees.
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