Last modified: [07/24/2017]
1.1 Terms and Conditions:
The Buyer means the person, firm, company or other organization who or which has ordered Products and/or Services from NT;
NanoTemper Technologies Inc. (NT), is offering for sale its products, equipment, and services, as identified herein, subject to the following exclusive terms and conditions (the "Terms and Conditions"). The Terms and Conditions set forth the legally binding terms with respect to the purchase of the products, equipment, and services. The Buyer (as identified by purchasers of the Product(s) and/or services offered by NT), in consideration of the mutual covenants, agreements and provisions set forth herein and hereon, hereby agrees that the purchase of the Product(s) offered by NT shall be subject to and in accordance exclusively with the following terms and conditions.
The Contract means the contract for the sale and purchase of Products and/or Services between NT and the Buyer as may be further evidenced by NT’s final written offer, quotation or order acknowledgement and no prior proposals, statements, representations or conditions will be binding on either party;
The Equipment means all electronic equipment, hardware, and other electronic or mechanical items agreed to be supplied by NT, excluding any consumables and spare parts sold separately;
The Goods means all items agreed to be supplied by NT other than the Equipment and Software;
The Products means any Goods, Equipment or Software agreed to be supplied by NT; and
The Services means all advice given and services performed by NT; and
The Software means any firmware, software or data compilations (i) identified in the Contract or (ii) provided to Buyer by NT in connection with installation or operation of the Equipment. For the avoidance of doubt, Software shall not include any "open source" firmware, software or data compilations, as any such "open source" firmware, software or data compilations will be subject to the terms and conditions set out in the relevant "open source" license.
1.2 These Terms and Conditions shall be incorporated into the Contract and shall apply to the exclusion of any conditions of the Buyer. These Terms and Conditions may not be varied or waived except with the express written agreement of NT. The failure of NT to enforce its rights under the Contract at any time, for any period of time, shall not be construed as a waiver of any such rights.
2. Prices and Quotations
The price of the Products and/or Services will be NT's quoted price, with the incoterms ex works (EXW). All quotations issued by NT for the supply of Products and/or Services shall remain open for acceptance for the period stated in the quotation or, if none is stated, for sixty (60) days. In all other cases, prices payable are those currently in effect in NT´s then current pricelist, which may not include charges for handling, freight, packaging, insurance and minimum orders.
3.1 Unless otherwise agreed in writing, payment in full shall be made to NT in the currency invoiced, no later than thirty (30) days from the date of invoice.
3.2 In the event of late payment, NT reserves the right:
(i) to suspend deliveries and/or cancel any of its outstanding obligations; and
(ii) to charge interest at the lower of (a) an annual rate equal to twelve (12) % and (b) any applicable maximum statutory rate on all unpaid amounts calculated on a day to day basis until the actual date of payment.
3.3 Buyer shall, in addition to the other amounts payable hereunder, pay all applicable customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on NT’s net income. If Buyer is compelled to make a deduction or set-off for any such taxes, Buyer will pay to NT such additional amounts as are necessary to ensure receipt by NT of the full amount which NT would have received but for the deduction. Buyer shall indemnify, defend, and hold NT its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Buyer’s failure to report or pay any such taxes, duties or assessments.
4. Changes and Returns
4.1 NT reserves the right, subject to prior written notice, to make any change in the specification of the Products, which does not materially affect the installation, performance or price thereof.
4.2 Products may only be returned with prior authorization from NT.
5.1 Any term of delivery shall be construed according the latest edition of Incoterms. If no other term of delivery has been specified in the Contract the Products will be delivered EXW to Buyer’s premises or to the agreed destination.
5.2 Partial deliveries shall be permitted. If the Buyer fails to accept delivery of the Products within a reasonable period after receiving notice from NT that they are ready for delivery, NT may dispose of or store the Products at the Buyer's expense.
5.3 NT will use all reasonable endeavors to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will NT be liable for any loss or damage due to delay in delivery.
5.4 The Buyer shall notify NT in writing within five (5) working days of delivery of any short delivery or defects reasonably discoverable on careful examination. NT’s sole obligation shall be, at its option, to replace or repair any defective Products or refund the purchase price of any undelivered Products.
Where delivery of any Product requires an export license or other authorization before shipment, NT shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.
Where the Equipment requires installation, the Buyer shall be responsible at its own cost for making the place where the Equipment will be located ready for installation in accordance with NT’s instructions. Installation will not begin unless such responsibilities are completed.
Following installation, and where applicable, NT will proceed with final testing using NT’s published performance specifications and using its standard instruments and procedures. Upon the satisfactory completion of such final testing demonstrating compliance with the above specifications (with any permitted variations/tolerances) NT may issue a Test Certificate which shall be conclusive evidence of such compliance and thereupon installation of the Equipment shall be deemed to be complete and in compliance with NT’s obligations under the Contract. In any event Buyer agrees that the Equipment is accepted (i) seven (7) days after the date on which NT notifies Buyer that final testing was successfully completed, or issues the Test Certificate or (ii) on the date Buyer first uses the Equipment for operational use, whichever is earlier.
Buyer, at its reasonable request, shall be entitled to be present at and to witness the testing and shall not be entitled to raise any objection to testing carried out, or to the results thereof, if Buyer failed to attend when advised that testing was to take place.
5.5 Where Products are supplied by NT in returnable containers, these must be returned at the Buyer’s expense and in good condition, if requested by NT. Title to these containers shall remain with NT at all times, but they shall be held at the risk of the Buyer until returned to NT. Failure by the Buyer to comply with the above provision shall entitle NT to invoice the Buyer for the full replacement value of the containers.
5.6 The Buyer must keep the containers that are used to ship the instrument to the Buyer. In case of a depot repair this container is used for shipment. In case the customer does not have the original container, NT will ship a new container at costs of Buyer.
6. Risk and Title
6.1 The risks of loss of and damage to the Products shall transfer to Buyer in accordance with agreed delivery term. Full title to the Goods and Equipment shall pass to the Buyer on full payment.
6.2 In relation to any Equipment used for clinical or diagnostic purposes, the Buyer shall keep adequate written records of the identity of any person or entity to whom the Equipment is transferred and of the location of such Equipment and shall procure that any purchaser of such Equipment is subject to the same requirement in respect of any onward sales.
7.1 Where NT is to provide Services, the Buyer shall ensure that adequate and safe facilities exist at its premises and that NT is properly notified of any relevant regulations.
7.2 If the Buyer has purchased a Product or Service including remote access support, the Buyer shall permit NT to connect to the Products by remote access as may be beneficial to the performance of maintenance or repair activities as part of NT’s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the products, to gather and use products- and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. The data collected by NT will be used, during and after the term of this agreement, in accordance with all applicable laws and regulations and in a manner that will maintain confidentiality.
8. Restricted Use
8.1 With respect to certain Products, use restrictions are a condition of the purchase which Buyer must satisfy by strictly abiding by the restriction as set forth in NT's catalogue and/or on the Product and/or accompanying documentation. Buyer is solely liable to ensure compliance with any regulatory requirements related to the Buyer's use of the Products. Any warranty granted by NT to the Buyer shall be deemed void if any Products covered by such warranty are used for any purpose not permitted hereunder. In addition, the Buyer shall indemnify NT and hold NT harmless from and against any and all claims, damages, losses, costs, expenses and other liability of whatever nature that NT suffers or incurs by reason of any such unintended use.
8.2 With respect to Products regulatory approved for clinical and medical treatment and diagnostic use, any decisions relating to such treatment and use shall be at the risk of the Buyer and the respective healthcare providers.
8.3 Any warranty granted by NT to the Buyer shall be deemed void if the buyer is not using NT products for its intended use (i.e. consumables provide by NT for the products)
9. General Warranty
9.1 Section 9.2-9.5 shall apply in the event no other specific warranty has been agreed in the Contract. As regards any Products covered by a warranty issued by a third party manufacturer, such warranty terms shall apply to the exclusion of Section 9.2-9.5.
9.2. Goods - NT warrants that its Goods meet NT’s specifications at the time of delivery. All warranty claims on Goods must be made in writing within ninety (90) days of receipt of the Goods. NT’s sole liability and Buyer’s exclusive remedy for a breach of this warranty is limited to repair, replacement or refund at the sole option of NT.
9.3 Equipment - NT’s Equipment of its own manufacture is warranted from date of delivery or NT completing any agreed installation works, if later, to be free of defects in workmanship or materials under normal usage for a period of one (1) year and any claim shall be submitted in writing within such period. NT’s sole liability and Buyer’s exclusive remedy for a breach of this warranty is limited to repair, replacement or refund at the sole option of NT. Such repairs or replacement will not extend the warranty period.
9.4 Software – NT warrants, for a period which is the longer of:
(i) three (3) months from the date of delivery or;
(ii) in the event the Software is intended to be installed and run on NT’s Equipment of its own manufacture, twelve (12) months from the date of delivery, that the Software substantially conforms to its published specifications and that the media on which the Software resides will be free from defects in materials and workmanship under normal use and any claim shall be submitted in writing within such period. NT does not warrant that the Software is error free or that Buyer will be able to operate the Software without problems or interruptions. NT´s sole liability and Buyer’s exclusive remedy in the event of breach of this warranty is limited to repair, replacement or refund, at the sole option of NT.
9.5 Services - NT warrants that all Services will be carried out with reasonable care and skill. NT’s sole liability for breach of this warranty shall be at its option to give credit for or re-perform the Services in question. This warranty shall only extend for a period of ninety (90) days after the completion of the Services and any claim shall be submitted in writing within such period.
9.6 To the maximum extent permitted by applicable law NT hereby expressly disclaims, and Buyer hereby expressly waives, any warranty regarding results obtained through the use of the Products, including without limitation any claim of inaccurate, invalid, or incomplete results. All other warranties, representations, terms and conditions (statutory, express, implied or otherwise) as to quality, condition, description, merchantability, fitness for purpose or non-infringement (except for the implied warranty of title) are hereby expressly excluded.
9.7 Unless expressly agreed, NT is not obliged to carry out dismantling or re-installation of any Product in connection with any warranty claims.
9.8 NT warranty does not cover any transport costs for the shipment of the product to the site of repair.
9.9 All claims beyond those allowed in these Terms and Conditions for any loss or damage from whatever cause arising, including but not limited to damage to the Buyer's property, shall be excluded and hereby waived by the Buyer unless such claim is made based on intentional bad acts or gross negligence by the owner or executives of NT. In such case, damages shall be limited to those that are reasonably foreseeable as a result of the intentional bad acts or gross negligence.
THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESSED OR IMPLIED, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND ALL OTHER WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. THE REMEDIES PROVIDED HEREIN ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY FAILURE BY NT TO COMPLY WITH ITS WARRANTY OBLIGATIONS. CORRECTION OF THE NONCONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED HEREIN SHALL CONSTITUTE COMPLETE FULFILLMENT OF NT'S OBLIGATIONS REGARDING DEFECTIVE PRODUCT(S), WHETHER THE CLAIMS BY THE CUSTOMER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
10. Limitation of Liability
10.1 NT shall have no liability under the warranties contained in Section 9 in respect of any defect in the Products arising from: specifications or materials supplied by the Buyer; fair wear and tear; willful damage or negligence of the Buyer or its employees or agents; abnormal working conditions at the Buyer's premises; failure to follow NT's use restrictions or instructions (whether oral or in writing); misuse or alteration or repair of the Products without NT's approval; or if the Buyer is in breach of its payment obligations under this Contract.
10.2 Subject to any express obligation to indemnify, neither party shall be liable for any indirect or consequential, or punitive damages of any kind from any cause arising out of the sale, installation, use or inability to use any Product or Service, nor for, without limitation, loss of profits, goodwill or business interruption.
10.3 The total liability of NT arising under or in connection with the Contract, including for any breach of contractual obligations and/or any misrepresentation, misstatement or tortious act or omission (including without limitation, negligence and liability for infringement of any third party intellectual property rights) shall be limited to damages in an amount equal to the amount paid to NT under the Contract.
10.4 The exclusion of liability in these Terms and Conditions shall only apply to the extent allowed according to applicable law.
11. Intellectual Property Rights
11.1 Where the Buyer supplies designs, drawings, and specifications to NT to enable it to manufacture non-standard or custom made Products, the Buyer warrants that such manufacture will not infringe the intellectual property rights of any third party.
11.2 All intellectual property rights in the Products and/or Services shall at all times remain vested in NT or its licensors.
12. Health and Safety
The Buyer shall ensure that:
(i) the Products (provided such Products comply with its specifications) are suitable and safe for the Buyer’s intended use;
(ii) the Products are handled in a safe manner.
(iii) containers, packaging, labelling, equipment and vehicles, where provided by the Buyer, comply with all relevant national and international safety regulations.
Except where a claim arises as a direct result of the negligence or breach of contract of NT, the Buyer shall indemnify and hold harmless NT in respect of any claim which may be made against NT:
(i) arising in connection with the Buyer’s unintended use of the Products;
(ii) alleging that the Buyer´s use of the Products infringes the intellectual property rights of any third party.
14.1 Any of the following will constitute an act of default hereunder.
(i) Is or becomes insolvent or a party to any bankruptcy or receivership proceeding or any similar action affecting the financial condition or property of Buyer and such proceeding has not been dissolved within thirty (30) days;
(ii) Makes a general assignment for the benefit of creditors; or
(iii) Ceases doing business in the normal course.
14.2 In the event an act of default shall occur, NT shall have the right to and may elect any or all of the following remedies which shall be cumulative and not exclusive:
(i) Declare the particular order out of which the default arises to be immediately terminated;
(ii) Declare, at its option, all charges incurred but unpaid relative to the order to be immediately due and payable; Exercise any or all remedies specified in this Agreement or any supplement associated herewith; and
(iii) Pursue each and every remedy available at law or in equity.
15. Force Majeure
15.1 Neither NT nor the Buyer shall be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to, strikes, lock outs or labor disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, acts or threats of terrorism, plant breakdown, computer or other equipment failure and inability to obtain equipment. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of the delay, and Buyer shall not be relieved of any obligations hereunder, or have any claims against NT.
15.2 Notwithstanding the foregoing, if an event of force majeure exceeds one (1) month either NT or the Buyer may cancel the Contract without liability.
16. Software License
16.1 Unless a separate software license agreement has been concluded concerning the Software, the Buyer is hereby granted a non-exclusive license to use the Software solely in object code format and solely for its own internal business purposes subject to the terms contained herein. The Buyer shall not (i) use the Software for purposes other than those for which it was designed; (ii) use the Software in connection with other manufacturers' products unless such connectivity is authorized in the Product documentation; (iii) grant, assign, transfer, or otherwise make available to third parties any right whatsoever in the Software; (iv) disclose to third parties any information contained in the Software; (v) copy or reproduce the Software (except for one copy for back-up purposes or as may otherwise be permitted by applicable law); (vi) alter or modify the Software; or (vii) reverse engineer, decompile, disassemble or create any derivative works based upon the Software except as expressly permitted by mandatory law.
16.2 If Buyer purchased the Software Update and Upgrade option he will receive updates and upgrades for the Analysis Software as long as they are offered by NT for the system of Buyer. There is no obligation for NT to provide, program or develop an update or upgrade for the system of Buyer.
17. Export control
The Buyer undertakes not to re-export the Products without the requisite export license from the relevant body of the United Nations or other similar international organization, the United States Government, the country of origin or the original country of export. The requirement to obtain a license may vary depending on the country of destination, the end user, the end use and other factors. Upon request from NT the Buyer shall furnish NT with copies of all documents relating to such re-export.
18. Governing Law
These Terms and Conditions and any order accepted hereunder shall be governed by and interpreted, construed and enforced in accordance with the substantive laws of California, exclusive of its conflicts of law provision.
Except as provided below, the parties agree to submit any disputes relating to these Terms and Conditions and the purchase of Product(s) to arbitration, applying the American Arbitration Association Rules for Commercial Disputes. The proceedings shall be held in San Francisco, California, be in English, and any award shall be enforceable in any court of competent jurisdiction according to the laws of the state of California and the United Nations Convention for the Enforcement and Recognition of Arbitral Awards unless the nature of the dispute is suitable to injunctive relief thereby affording a party the right to pursue redress in court without proceeding to arbitration. Any dispute arising under these Terms and Conditions that cannot be arbitrated as provided herein shall be brought only in a court of competent jurisdiction in San Mateo County, California, USA, with the parties waiving any defense of venue, personal jurisdiction, and jury trial.
20. Product-Specific Terms and Conditions
Additional terms and conditions govern the sale of certain Products and Services. These additional terms and conditions are available from the sales offices of NT and shall take precedence in the event of any inconsistency with these Terms and Conditions.
21. Translations and Local Variations
Translations of these terms and conditions are available from the sales offices of NT. In some territories, local variations to these Terms and Conditions may apply. If so, such variations shall take precedence in the event of any inconsistency with these Terms and Conditions.
Buyer shall not delegate any duties or assign any rights or claims hereunder without TN’s prior written consent, and any such attempted delegation or assignment shall be void and constitute an act of default according to Section 14.
23. Compliance with Laws
Buyer, these Terms and Conditions, Products, Goods and Services purchased hereunder are subject to all laws, regulations, orders or other restrictions that may now or hereafter be imposed by the government of the United States or any agency thereof.
C. Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for:
- Making all arrangements necessary for you to have access to the Website.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
D. Intellectual Property Rights
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download materials from the Website where such functionality is provided by the Website, but only for your personal use and not for further reproduction, publication or distribution.
You must not:
- Modify copies of any materials from this site.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
We have the right to limit access to the Website and its contents at any time, or to charge for such access.
The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
F. Prohibited Uses
You agree not to use the Website:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
G. User Contributions
Any User Contribution you post to the Website or any links to Company associated websites displayed thereon will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other users of the Website.
H. Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
I. Content Standards
These content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
J. Reliance on Information Presented
This Website may include content provided by third parties, including materials provided by other users and third-parties. Any statements and/or opinions expressed in these materials, and any articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
K. Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
L. Information About You and Your Visits to the Website
M. Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on this Website.
- Send e-mails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
N. Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
O. Geographic Restrictions
The owner of the Website is based in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
P. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. We are not responsible for the user data stored on any server or computer, including your or any user's computer. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Q. Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
S. Governing Law and Jurisdiction
U. Limitation on Time to File Claims
V. Waiver and Severability
W. Entire Agreement
X. Your Comments and Concerns
This website is operated by NanoTemper Technologies, Inc. All notices of copyright infringement claims, and all other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: firstname.lastname@example.org.
25.1 If any of the provisions of these Terms and Conditions are found invalid or unenforceable under any applicable statute or rule of law, such provisions are, to that extent, deemed omitted, but these Terms and Conditions and the remainder of its provisions shall otherwise remain in effect.
25.2 No provision of these Terms and Conditions shall be deemed waived, amended or modified by either Party, unless such waiver, amendment or modification is in writing and signed by the Parties.
25.3 The waiver of one default under these Terms and Conditions shall not be deemed a waiver of subsequent or similar defaults.
25.4 Each order under these Terms and Conditions shall be treated as a separate contract and default by either Party arising out of a particular order shall not constitute or be deemed to constitute a default of any other order or these Terms and Conditions itself
THESE TERMS AND CONDITIONS SHALL SUPERSEDE AND TAKE PRECEDENCE OVER ALL PROPOSALS, CUSTOMER PURCHASE ORDERS OR ANY OTHER WRITTEN OR ORAL COMMUNICATIONS BETWEEN THE PARTIES, EXCEPT AS OTHERWISE PROVIDED HEREIN. RECEIPT BY THE CUSTOMER OF PRODUCT(S) HEREUNDER SHALL BE DEEMED CONCLUSIVE EVIDENCE OF CUSTOMER’S AGREEMENT THAT THE PURCHASE, USE AND POSSESSION OF PRODUCT(S) IS GOVERNED EXCLUSIVELY BY THESE TERMS AND CONDITIONS.