Terms & Conditions for Sale


For purposes of these Terms and Conditions of Sale, the term “contract” shall mean the agreement between Janos Technology, LLC (hereinafter referred to as “JTL”) and Buyer arising as a result of Buyer’s submission of an order for JTL products, as hereinafter defined, and JTL’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 JTL at its principal office in Vermont. Retention by Buyer of any products delivered by JTL, or payment by Buyer of any invoice rendered hereunder shall be conclusively deemed acceptance of these Terms and Conditions. JTL’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 nor as an acceptance of any such provision.

    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 JTL.
    A) JTL 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 JTL 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 JTL and b) if material is provided by the customer as CSM, the material is compliant to all customer and JTL specification requirements. JTL accepts no liability for damage to customer supplied material in handling or manufacture.
    B) JTL further warrants that goods delivered hereunder will be manufactured in accordance with all applicable laws, ordinances and regulations.
    C) JTL’s liability for breach of warranty shall be limited to, in JTL’s sole discretion, (i) repairing or replacing goods that JTL determines do not conform to the foregoing warranty, or (ii) refunding the sales price received by JTL in respect of the non¬conforming goods. Notwithstanding the foregoing, all warranty claims must be submitted in writing to JTL within the applicable warranty period and all non-conforming goods must be returned to JTL, at buyer’s cost and expense, before JTL replaces the same or refunds the purchase price to the buyer.
    D) Recommendations by JTL, if any, covering the use, utilization properties and/or qualities of goods sold hereunder are believed reliable but JTL makes no warranty whatever with respect thereto. use or application of goods sold hereunder is at the discretion of the buyer without any liability or obligation on the part of JTL except as expressly warranted by JTL.
    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), JTL 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 JTL hereunder.
  3. PRICE
    A) JTL reserves the right to revise any price quoted without notice to buyer, at any time prior to acceptance of buyer’s purchase order by JTL unless other pricing arrangements are indicated in writing and approved by JTL.
    B) JTL’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, or in lieu thereof. Buyer shall provide JTL with a tax exemption certificate from the appropriate taxing authority.
    C) The minimum order value accepted by JTL 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) JTL reserves the right to notify the 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) JTL 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%.
    F) JTL 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.
    A) Any delays in or failure of performance by JTL shall not constitute default or give rise to any claims for damages if and to the extent caused by circumstances beyond JTL’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 JTL be liable for incidental and/or consequential damages incurred by buyer by reason of the breach by JTI of any obligation incurred by JTL hereunder.
    C)If the performance of the work hereunder is based upon the Buyer furnishing Buyer’s property, the JTL shall not be liable for any loss or damage while parts are in process, except if the loss or damage is the result of negligence or other willful acts on the part of JTL. JTL shall not be obligated to insure material furnished to JTL by the Buyer. NOTE: Delivery dates are subject to adjustment if customer furnished material does not arrive by the mutually agreed upon date.
    A) Shipment dates are based upon JTL’s best judgment, are subject to factory schedules and production limitations, and hence are not guaranteed.
    B) All goods will be shipped FOB Janos Technology, LLC. 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 the customer.
    C) Claims for shortages, etc. shall not be accepted by JTL unless they are made by buyer in writing within forty-eight hours after delivery of the goods, and are accompanied by a reference to JTL’s shipping slip number.
    D) In addition to any other legal remedy, if buyer fails to fulfill the terms of payment, JTL may defer further shipment of goods or may, at its option, cancel the shipment of any other goods purchased by buyer from JTL. Hereunder or under any other order or written agreement or understanding between buyer and JTL, including, but not limited to, the balance of the applicable order.
    E) JTL reserves the right prior to making any shipments of goods to request from buyer satisfactory security for performance of buyer’s obligations hereunder.
    A) Specification changes made after buyer places an order are subject to price adjustments and buyer will reimburse JTL for all loss and expenses incurred by JTL arising out of such change.
    B) Cancellations shall be by mutual agreement in writing, provided that buyer will reimburse JTL for all loss and expenses incurred by JTL arising out of such cancellation.
    A) When furnished, designed, developed and/or manufactured by JTL, tools and/or dies, together with incidental fixtures and materials necessary for the manufacture of goods ordered, shall remain the property of JTL. All tools, dies, fixtures and/or materials will be maintained for one year after shipment.
    B) Unless otherwise agreed to in writing by JTL, JTL 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 use of the applicable product in accordance with the documentation for the same provided by JTL.
    C) Goods are sold to accepted manufacturing variations or tolerances, except when otherwise agreed to by both parties. Goods are sold 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, JTL represents and warrants that buyer’s use of the products sold by JTL hereunder in accordance with JTL’s specifications and documentation for the same will not infringe upon any United States patent. JTL 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 JTL’s breach of this section; provided that, JTL 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. In connection with the products.
    E) If buyer provides specifications or drawings for the product to JTL, buyer represents and warrants t o JTL that JTL’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 JTL 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.
    A) Notification of queries and/or complaints must be notified to JTL verbally or in writing within seven (7) days of receipt of goods and/or invoice: whichever is the latter. Failure to notify JTL within this period of time will constitute unconditional acceptance of the goods.
    A) Title to the invoiced goods will only pass to the customer when full payment of the invoice is received by the supplier.
  10. LAW
    A) The sale of the goods between the buyer and JTL shall be governed by the state of New Hampshire.
    B) The construction, validity, and performance of this Agreement shall be governed by the laws of New Hampshire.
    C) In the event of a default of this agreement, these terms and conditions of sale shall be governed by the laws of the state of New Hampshire.
    A) JTL 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 JTL acknowledged Customer purchase order for said goods, JTL 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 JTL standard methods.