Terms and Conditions

SPACE ELECTRONICS LLC
GENERAL TERMS AND CONDITIONS

All of Space Electronics LLC (“Seller”) price lists, quotations, order confirmations and acknowledgments, and sales invoices relating to the sale of products and / or services as it relates to those or any other products or for the rendering of services by Seller to the purchasing entity (“Customer” or “Buyer”) are subject to the following terms and conditions:

1.0 OWNERSHIP OF TECHNICAL AND COST DATA

All documents or data, including illustrations, drawings, details of design, contained or included with Seller’s offer are to be considered approximate, unless expressly designated as binding.  Seller shall retain ownership and copyright of all project technical data, documentation, cost proposals, and any other data or information furnished by Seller as part of the proposal or initial discussion.  Buyer shall not make any such data available to a third party without prior written authorization from Seller.

2.0 CREDITWORTHINESS OF BUYER

Seller’s acceptance of contract shall be subject to the creditworthiness of the Buyer.  Should Buyer’s financial position substantially deteriorate after acceptance of the contract, thereby creating financial risk to Seller, then, unless adequate security for payment can be supplied by the Buyer, Seller shall be entitled to suspend delivery(ies) until payment has been received.

3.0 TITLE AND DELIVERY

Unless otherwise specified in the contract, Shipments inside the U.S. shall be delivered F.O.B. Space Electronics’ shipping dock.  Shipments outside the U.S. shall be delivered FCA Seller’s Premises (Incoterms 2000).  Title and liability for loss or damage shall pass to Buyer upon Selle’s delivery to Buyer’s designated carrier.  Any subsequent loss or damage shall not relieve Buyer from its obligations. Buyer shall reimburse Seller for insurance and transportation costs on international shipments and shall be responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. Space Electronics may deliver products in installments.  Delivery dates are estimates.  Seller shall not be liable for any damage, losses or expenses incurred by Buyer if Seller fails to meet the estimated delivery dates.

4.0 INSTALLATION

When installation at the Buyer’s site is included in the contract, Seller shall provide for a knowledgeable technician to travel to the Buyer’s site, install the equipment, and instruct Buyer’s personnel in its operation.  These services shall be supplied by Seller for a specified number of days.  If such services are required for a period in excess of that time, Buyer will pay for such additional services at a specified rate per day plus additional living expenses and travel expenses as may be incurred by reason of the extension of the period of service.

The Buyer shall be responsible for transportation of the equipment to the installation site.  Also, unless otherwise specified in the contract, Buyer shall provide at its expense the following: suitable facilities, all required building modifications, pits, covers, grates, stairs, ladders, rails, foundations, floor reinforcements and bolts, footings, shims, grouting; cleared floor space maintained free of water, debris and obstructions on ground and overhead; safe and convenient storage area adjacent to the installation site for Seller’s equipment and material; suitable handling equipment to safely unpack and position the equipment, and all electric current, compressed air, etc. as required for assembly, installation and operation at the installation site. Buyer shall provide and maintain suitable electrical power supply and pneumatic power supply within the specifications set forth in the quotation or facilities requirements description. Seller will not be responsible for work done or material furnished by the Buyer for Seller’s benefit without written orders signed by authorized representatives of both parties at agreed-upon total rates.

If the contract specifies that some payment amount shall be withheld pending installation, then the Buyer shall grant Seller access to the site for completion of the installation within 30 days after receipt of the equipment by the Buyer.  If installation is delayed for any reason beyond Seller’s control, payment shall be due in full to Seller within 30 days after receipt of the equipment by the Buyer.  Any use of the equipment by Buyer, other than testing to verify performance, shall constitute technical acceptance of the equipment by the Buyer.

5.0 ITEMS NOT INCLUDED IN CONTRACT  

Unless explicitly specified, the price of this contract does not include Seller providing:

1. Unloading of the equipment at the buyer’s plant and transport from the unloading point to the final site of the equipment
2. Installation at Buyer’s site
3. Desk (or workbench); chair
4. Foundation (Space Electronics shall provide foundation recommendations upon request)
5. Electrical power at Buyer’s site
6. Pneumatic power (clean, dry compressed air) at Buyer’s site
7. Conduits between the control console and the instrument
8. Overhead crane or other lifting equipment at Buyer’s site
9. Any other items not specified

6.0 PAYMENT TERMS

6.1 Domestic Sales

A payment schedule will be established by Seller at the time a contract is issued.  If Seller extends credit to Buyer and unless otherwise specified, payment terms are net thirty (30) days from date of each Seller’s invoice in U.S. currency.  In the event Buyer fails to make any payment when due, Seller shall have the right, among other remedies, to defer shipments and or service, or to suspend further performance until such payment is made, or may at its option cancel all or any part of unshipped order and/or other unshipped orders.  Seller’s suspension of performance due to non-payment by the Buyer may result in rescheduling delays.  A service charge of 1.5% per month (18% per annum) or the maximum permitted by law, whichever is less, shall be added to past due balances. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts.  If at any time the financial condition of the Buyer no longer justifies the terms of payment specified, Seller may demand full or partial payment and other assurances in advance before proceeding with the work, or at its option without prejudice to other remedies, Seller may defer delivery or cancel this contract.  If delivery is delayed by Buyer for any reason, such as Buyer’s facility not being prepared, Buyer shall notify Seller in writing and full payment shall be due 30 days after such notification.  Termination in accordance with this clause shall not affect Seller’s right to pursue any other available remedies.

DISALLOWANCE OF PROMPT-PAYMENT DISCOUNT:  No discount or reduction of price shall be allowed for payments received earlier than 30 days after the date of invoice.

6.2 Export Sales

Unless otherwise specified, the contract amount does not include any charges that may be incurred as the result of shipment outside the USA.  These include taxes, import duty and any other fees associated with export shipment.

Payment terms for export sales are by Irrevocable Letter of Credit or Wire Transfer.  These terms shall also apply in the event shipment is made to a trading company located in the United States for export to a foreign country.  Our quotation does not include bank charges in connection with the Letter of Credit in the buyer’s country.  These are to be paid by the Buyer.  The terms of the letter of credit must mention “airway bill consigned to issuing bank”. Prices given are in US dollars.  The Buyer shall bear all costs associated with foreign currency exchange.

Acceptance of a contract for shipment outside the USA is subject to governmental approval including but not limited to approval by the US Department of Commerce and the U.S. Department of State.  The contract shall not be binding until approved by U.S. export authorities.  Refer to paragraph 7.0 Export Control.

7.0 EXPORT CONTROL

Buyer agrees that unless prior authorization is obtained from United States Export Authorities, including the U.S. Department of Commerce Bureau of Industry and Security (BIS), the U.S. Department of State Directorate of Defense Trade Controls (DDTC), and the U.S. Department of The Treasury Office of Foreign Assets Controls (OFAC), neither Buyer nor its subsidiaries shall export, re-export, or release, directly or indirectly, any technology, hardware product or software product received from Space Electronics, or export, re-export, or release, directly or indirectly, any direct product of such technology, hardware or software, to any destination or country to which the export, re-export or release of the technology, hardware, or software is prohibited by the U.S. Export Authorities. Buyer furnishes the assurances provided herein to Seller.

Buyer further agrees to obtain any necessary export license or other documentation prior to the exportation or re-exportation of any product, technical data, software or software source code acquired from Space Electronics under this contract or any direct product of such technical data, software or software source code. Accordingly, Buyer shall not sell, export, re-export, transfer, divert or otherwise dispose of any such product, technical data, software or software source code directly or indirectly to any person, firm, entity, country or countries prohibited by US or applicable non-US laws. Further, Buyer shall give notice of the need to comply with such laws and regulations to any person, firm or entity which it has reason to believe is obtaining any such product, technical data, software or software source code from Buyer with the intention of exportation. Each party shall secure, at its own expense, such licenses and export and import documents as are necessary for each respective party to fulfill its obligations under this contract. If government approvals cannot be obtained, Seller may terminate, cancel or otherwise be excused from performing any obligations it may have under this contract.

Any product export classification made by Seller shall be for Seller’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such product or whether an export license or other documentation is required for the exportation of such product. These terms of Export Control shall survive termination of this contract.

8.0 TAXES

Prices do not include applicable taxes and / or duties. Buyer is solely responsible for paying all applicable taxes and duties. Seller will add sales taxes to the sales price where required by applicable law, and Buyer will pay such taxes unless Buyer provides Seller with a duly executed sales tax exemption certificate. If Buyer is required by law to withhold any amount of tax from its payment to Seller, Buyer shall promptly pay such amount to the appropriate tax authority and take all reasonable steps to minimize such withholding tax.

9.0 SOFTWARE PRODUCTS

Seller shall grant Buyer a non-exclusive and non-transferable right to use delivered software products solely on the equipment or device designated in our quotation and/or order confirmation.  Unless otherwise specified, only the compiled version of the software shall be supplied.  Source code shall remain the property of Seller.  Any changes to software requested by the Buyer shall be regarded as a change in scope of the contract and may result in additional cost which shall be born by the Buyer.

10.0 LIMITED ONE-YEAR WARRANTY

Space Electronics products are warranted against defects in material and workmanship for a period of one year from the date of original delivery.  For domestic shipments, the warranty period shall begin no more than 30 days after date of shipment from Seller’s factory.  For export shipments, the warranty period shall begin no more than 60 days after date of shipment from Seller’s factory.  During the warranty period, Seller shall repair or, at Seller’s option, replace at no charge any unit or component that proves to be defective, provided it is returned to Seller’s factory at Buyer’s expense.  For sales outside the USA, the Buyer is responsible for all custom duties in connection with the return of the unit.  Repaired units shall be returned to Seller’s factory at Buyers expense.

WORK NOT COVERED:  This warranty does not apply if the product has been damaged by accident or misuse, or damaged as a result of service or modification by other than Seller representative, unless such service or modification has been authorized by Seller in writing.

Seller shall have no obligation to modify or update products once manufactured.

No other expressed warranty is given.  The repair or replacement of a product is Buyer’s exclusive remedy.  Any implied warranty of merchantability or fitness for a particular purpose is limited to the one-year duration of this written warranty.  In no event shall Seller be liable for consequential damages.  This warranty gives the Buyer specific legal rights and the Buyer may have other rights that vary from state to state.  Products returned for warranty repair should be suitably prepared and packaged for transport to Seller’s factory.  If a product is damaged during shipping, then this warranty shall not cover such damage.  This warranty constitutes the full understanding of the parties and no terms, conditions, understanding, or agreement purporting to modify or vary the terms hereof shall be binding unless hereafter made in writing and signed by an authorized agent for Seller.

HOW TO OBTAIN SERVICE FOR YOUR EQUIPMENT:  Contact Space Electronics LLC by phone: +1 (860) 829-0001, fax: +1 (860) 829-0005, or email: service@space-electronics.com.  Provide a description of the problem and what actions were taken to identify the difficulty.  Seller’s technical staff will direct a course of service to solve the problem.  This may entail returning defective equipment or components to Seller’s factory for repair or replacement.  In cases where it is inconvenient to return the unit, Buyer may elect to pay travel, car rental, and reasonable living expenses (lodging & meals) for Seller’s technical representative to repair the unit at the Buyer’s facility.  If the unit is covered by warranty, the Seller will provide all labor and materials at no charge.

ITEMS NOT COVERED BY WARRANTY:  This warranty covers products manufactured by Seller.  Accessory products not manufactured by Seller, such as computers, are not covered by this warranty.  For such products, the manufacturer’s own warranty applies.

WHERE TO SEND EQUIPMENT:  Equipment that must be returned for repair should be sent to:

SPACE ELECTRONICS LLC.
81 FULLER WAY
BERLIN, CT  06037

(Buyer should verify address prior to shipping.)

Include a description of the problem, sample data (if available), and any information that might assist us in analyzing the difficulty.  If failure is intermittent, mention how often failure occurs and what test was being run, what error messages were displayed, or what guess you may have about the solution to the problem.

11.0 LIMITATIONS AND DAMAGES DISCLAIMER

General Limitations:  In no event shall Seller be liable for any special, collateral, indirect, punitive, incidental, consequential, or exemplary damages in connection with or arising out of this contract or the use of the goods provided hereunder, regardless of whether seller has been advised of the possibility of such damages.  Excluded damages include, but are not limited to, cost of removal or reinstallation, ancillary costs to the procurement of substitute goods or services, retesting, outside computer time, labor costs, loss of goodwill, loss of profits, loss of savings, loss of use, loss of data, or business interruption.

Specific Limitations:  In no event shall Seller’s aggregate liability from any warranty, indemnity, or other obligation arising out of or in connection with this contract, or any use of any seller product provided hereunder, exceed the total amount paid to Seller for the particular units sold under this contract with respect to which losses or damages are claimed.  The existence of more than one claim against the particular units sold to Buyer under this contract shall not enlarge or extend this limit.

Buyer understands and agrees that the foregoing liability limitations are essential elements of this contract and that in the absence of such limitations the material and economic terms of this contract would be substantially different.

12.0 CANCELLATION

Any cancellation or returns must be first approved in writing by Seller, and may be subject to canceling and restocking fees and other charges determined exclusively by Seller.

13.0 FORCE MAJEURE

Seller shall not be liable for delays in performance or for non-performance due to acts of God; acts of Buyer; war; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; default of suppliers; shortages of labor, fuel, raw material or machinery; or technical failure where Seller has exercised ordinary care in the prevention thereof; or, unforeseen circumstances or any events or causes beyond Seller’s reasonable control.  Deliveries or other performance may be suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing, but the balance of the agreement shall otherwise remain unaffected as a result of the foregoing.

If Seller determines that its ability to supply the total demand for the Products, or to obtain material used directly or indirectly in the manufacture of the Products, is hindered, limited or made impracticable due to causes set forth in the preceding paragraph, Seller may allocate its available supply of the Products or such material (without obligation to acquire other supplies of any Products or material) among its purchasers on such basis as seller determines to be equitable without liability for any failure of performance which may result therefrom.

14.0 COMPETENT JURISDICTION

The validity, performance, and all other matters relating to the interpretation and effect of this agreement shall be governed by the law of the state of Connecticut.  Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only in Connecticut.  No action, regardless of form, arising out of transactions relating to this contract, may be brought by either party more than two (2) years after the cause of action has accrued.

15.0 ASSIGNMENT

This contract shall not be assignable by Buyer without Seller’s prior written consent. Any unauthorized assignment shall be null and void.

16.0 CONTRACT VIOLATIONS OF BUYER

Seller may terminate the Contract if (a) Buyer is in breach of any of these Terms and Conditions, or fails to provide security or to pay advances or prepayment as agreed with Seller, or in event of default of payment; and (b) where the breach is remediable, Buyer has failed to remedy within 14 days of Seller’s notice requiring remedy. Termination does not affect any rights of either party which may have accrued prior to termination.

17.0 ENTIRE AGREEMENT

The resulting contract constitutes the entire agreement between the parties relating to the sale of the products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof.  No prior representations or statements relating to the sale of the products made by any Seller’s representative, which are not stated herein, shall be binding on Seller.  No addition to or modification of any provision of this contract shall be binding upon Seller unless made in writing and signed by a duly authorized Seller representative.

18.0 SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.