Terms & Conditions for Sale

PLEASE READ THESE TERMS & CONDITIONS OF SALE CAREFULLY BEFORE USING THE JANOSTECH.COM SITE. IF YOU DO NOT AGREE TO THE TERMS & CONDITIONS OF USE SET FORTH HEREIN, PLEASE DO NOT USE THIS SITE.

For purposes of these Terms and Conditions of Sale, the term “contract” shall mean the agreement between Janos Technology Incorporated (hereinafter referred to as “JTI”) and Buyer arising as a result of Buyer’s submission of an order for JTI products, as hereinafter defined, and JTI’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 JTI at its principal office in Vermont. Retention by Buyer of any products delivered by JTI, or payment by Buyer of any invoice rendered hereunder shall be conclusively deemed acceptance of these Terms and Conditions. JTI’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.

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 JTI.
   
   
2. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES.
   A) JTI 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 JTI 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 JTI and b) if material is provided by the customer as CSM, the material is compliant to all customer and JTI specification requirements. JTI accepts no liability for damage to customer supplied material in handling or manufacture.
   B) JTI further warrants that goods delivered hereunder will be manufactured in accordance with all applicable laws, ordinances and regulations.
   C) JTI’s liability for breach of warranty shall be limited to, in JTI’s sole discretion, (i) repairing or replacing goods that JTI determines do not conform to the foregoing warranty, or (ii) refunding the sales price received by JTI in respect of the non¬conforming goods. Notwithstanding the foregoing, all warranty claims must be submitted in writing to JTI within t he applicable warranty period and all non¬conforming goods must be returned to JTI, at buyer’s cost and expense, before JTI replaces the same or refunds the purchase price to the buyer.
   D) Recommendations by JTI, if any, covering the use, utilization properties and/or qualities of goods sold hereunder are believed reliable but JTI 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 JTI except as expressly warranted by JTI.
   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), JTI 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 JTI hereunder.
   
   
3. PRICE
   A) JTI reserves the right to revise any price quoted without notice to buyer, at any time prior to acceptance of buyer’s purchase order by JTI unless other pricing arrangements are indicated in writing and approved by JTI.
   B) JTI’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 JTI with a tax exemption certificate from the appropriate taxing authority.
   C) The minimum order value accepted by JTI 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) JTI 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) JTI 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) JTI 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. DAMAGES
   A) Any delays in or failure of performance by JTI shall not constitute default or give rise to any claims for damages if and to the extent caused by circumstances beyond JTI’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 JTI be liable for incidental and/or consequential damages incurred by buyer by reason of the breach by JTI of any obligation incurred by JTI hereunder.
   C)If the performance of the work hereunder is based upon the Buyer furnishing Buyer’s property, the JTI 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 JTI. JTI shall not be obligated to insure material furnished to JTI by the Buyer. NOTE: Delivery dates are subject to adjustment if customer furnished material does not arrive by the mutually agreed upon date.
   
   
5. SHIPMENTS
   A) Shipment dates are based upon JTI’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 Inc. 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 JTI unless they are made by buyer in writing within forty-eight hours after delivery of the goods, and are accompanied by a reference to JTI’s shipping slip number.
   D) In addition to any other legal remedy, if buyer fails to fulfill the terms of payment, JTI may defer further shipment of goods or may, at its option, cancel the shipment of any other goods purchased by buyer from JTI. Hereunder or under any other order or written agreement or understanding between buyer and JTI, including, but not limited to, the balance of the applicable order.
   E) JTI reserves the right prior to making any shipments of goods to request from buyer satisfactory security for performance of buyer’s obligations hereunder.
   
   
6. CHANGES, CANCELLATIONS
   A) Specification changes made after buyer places an order are subject to price adjustments and buyer will reimburse JTI for all loss and expenses incurred by JTI arising out of such change.
   B) Cancellations shall be by mutual agreement in writing, provided that buyer will reimburse JTI for all loss and expenses incurred by JTI arising out of such cancellation.
   
   
7. GENERAL; INTELLECTUAL PROPERTY.
   A) When furnished, designed, developed and/or manufactured by JTI, tools and/or dies, together with incidental fixtures and materials necessary for the manufacture of goods ordered, shall remain the property of JTI. All tools, dies, fixtures and/or materials will be maintained for one year after shipment.
   B) Unless otherwise agreed to in writing by JTI, JTI 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 JTI.
   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, JTI represents and warrants that buyer’s use of the products sold by JTI hereunder in accordance with JTI’s specifications and documentation for the same will not infringe upon any United States patent. JTI 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 JTI’s breach of this section; provided that, JTI 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 JTI, buyer represents and warrants t o JTI that JTI’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 JTI 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.
   
   
8. NOTIFICATION OF QUERIES & COMPLAINTS
   A) Notification of queries and/or complaints must be notified to JTI verbally or in writing within seven (7) days of receipt of goods and/or invoice: whichever is the latter. Failure to notify JTI within this period of time will constitute unconditional acceptance of the goods.
   
   
9. RETENTION OF TITLE
   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 JTI 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.
    
    

11. MEASUREMENT & TESTING OF GOODS SOLD
    A) JTI 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 JTI acknowledged Customer purchase order for said goods, JTI 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 JTI standard methods.