The following are terms of
a legal agreement between any user of this web site ("User") and SENSYS Inc. By
accessing, browsing or using this web site (the "Site") the User agrees to be bound
by these access terms and conditions. The material provided on or accessed by way
of this Site is protected by law, including without limitation,
United Statescopyright laws and international treaties. This Site is controlled or operated by
SENSYS from its offices within the State of
Texas
,
United States of America
. A User who accesses this Site from locations outside of the United States does
so on his/her own initiative and is separately responsible for compliance with any
applicable local law on internet usage and web site access.
Information on this Site may
contain inaccuracies or typographical errors, and SENSYS assumes no liability for
and reserves the right to correct such inaccuracies or errors at any time. SENSYS
may also make changes, updates and improvements to this Site or these access terms
and conditions, at any time without notice.
The trademarks, service marks,
and logos used or displayed on this Site (the "Trademarks") are registered and unregistered
trademarks of SENSYS and others. Nothing on this Site should be construed as granting,
by implication, estoppel, or otherwise, any license or right to use any such Trademark
without the written permission of the Trademark owner. Trademarks of SENSYS may
not be used in any way without the prior written permission of SENSYS. Except for
"linking logos" specifically designed for the purpose, SENSYS prohibits use of any
SENSYS Trademark as a "hot" link to this Site.
Copyrights relative to images
found on this Site are owned by or proprietary to SENSYS or the applicable copyright
owner. No image should be downloaded from this Site and used by User for any reason
without the express prior permission of SENSYS or the applicable copyright owner.
This Site may contain links
to third-party web sites. Such linked web sites are not under the control of SENSYS,
and SENSYS assumes no responsibility for the contents of any such linked web site,
any link contained in a linked web site, any changes or updates to such linked web
sites, or any material transmitted or downloaded from any linked web site. SENSYS
is providing these links to third-party web sites solely as a convenience to User,
and the inclusion of such links do not imply endorsement by SENSYS of those third-party
web sites.
The copyright in all material
(including still and moving images) provided, maintained or accessible on this Site
is held by SENSYS or by the original creator of the material or its assignee. Except
as stated herein, none of this material may be copied, reproduced, distributed,
republished, downloaded, displayed, posted or transmitted in any form or by any
means, including without limitation, by electronic, mechanical, photocopying or
other recording means, without the prior written permission of SENSYS or the appropriate
copyright owner. User also may not, without prior written permission from SENSYS,
"mirror" any material contained in this Site, perform "deep links" or use any Trademark
as a metatag relative to any other web site.
THE MATERIALS MAINTAINED ON
OR ACCESSED BY WAY OF THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER
VIOLATION OF RIGHTS. SENSYS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING
THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF ANY USE OF, OR
OTHERWISE RESPECTING, THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS SITE
OR ANY WEB SITE LINKED TO THIS SITE.
UNDER NO CIRCUMSTANCE (INCLUDING
NEGLIGENCE AND TO THE FULLEST EXTEND PERMITTED BY APPLICABLE LAW) WILL SENSYS BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, DELAYS, LOSS OF DATA
OR PROFIT) ARISING OUT OF THE USE OR THE INABILITY TO USE THE MATERIALS MAINTAINED
ON OR ACCESSED BY WAY OF THIS SITE EVEN IF SENSYSHAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IF USE OF SUCH MATERIALS RESULTS IN THE NEED FOR SERVICING, REPAIR
OR CORRECTION OF USER EQUIPMENT OR DATA, USER ASSUMES ANY COSTS ASSOCIATED THEREWITH.
Any claim relating to this
Site or the use of this Site and the materials contained or accessed by way thereof
are governed exclusively by the laws of the State of Texas, United States of America,
without regard to conflict of law principles.
This statement explains our
practices regarding personal information you may supply to us when visiting a SENSYS
web site.
Normally, you can visit a
SENSYS web site without revealing any information about yourself. However, there
are times when we may request information from you. Also, some web site functions
may require you to complete a registration form. Most information requested will
relate to the company that you work for or represent. However, sometimes we may
request information specifically about you.
We may ask you to voluntarily
provide us with demographic information for market research, as well as information
about your interests and experiences with our products or that of your company or
employer. Occasionally, we may share provided information and e-mail addresses with
our affiliates and other reputable organizations whose products or services we think
you may find interesting.
Our goal in collecting and
using this information is to offer you a more personalized browsing experience.
Also, knowing your preferences, we are able to deliver or allow you access to the
most relevant information for your needs.
We conduct our business in
compliance with applicable laws on data privacy protection and data security and
take reasonable precautions to keep all information obtained from our online visitors
secure against unauthorized access and use. If needed to conduct electronic commerce,
provided credit card numbers will be used only for payment processing and will not
be disclosed to any other third parties.
Our web sites may contain
links to other third-party web sites. SENSYS is not responsible for the privacy
practices of those web sites. We also may make available forums, message boards
and news groups to our customers. Please remember that any information disclosed
in using those facilities may become public information or may be subject to separate
disclosure and use rules, and you should exercise caution when deciding whether
to disclose personal information.
A cookie is either a small
text file that is stored on your hard drive or some information that is stored in
memory until you close your browser. SENSYS web site may save information on your
system in the form of cookies to provide you a more personalized browsing experience,
access to a secure implementation, or to better track usage of SENSYS web site.
SENSYS web site may allow
you to register or choose personalization options so that you can be directed dynamically
to information on the web pages that suits your interest. By using a cookie, the
web site automatically can read your preferences and customize the web pages without
any action on your part. Other areas of SENSYS web site may require you to login.
In those cases, your username may be stored in a cookie so that the username field
automatically can be filled in for you on subsequent visits. If you set your browser
not to accept these cookies, your access to or use of certain pages or functionality
on SENSYS web site may be restricted.
Please refer to the informational
web site for the Internet browser that you use for more information on cookies.
These general terms and conditions
of sale only apply to purchases of SENSYS branded products and related services
made directly from SENSYS. Purchases made from appointed distributors or other independent
resellers will be subject to terms and conditions of sale as may be separately established
by each such distributor or reseller, which will in no event be binding upon SENSYS
unless otherwise expressly agreed to. However, SENSYS extends its standard Manufacturer’s
Warranty to customers purchasing SENSYS branded products and related services
from their local authorized SENSYS distributor. Such Manufacturer’s Warranty is
in lieu of all other warranties, which are expressly disclaimed.
These general terms and conditions
of sale are as in effect at the time of publication and are subject to change at
any time.
These general terms and conditions
of sale (along with any associated written specification, quotation and/or supplemental
terms and conditions provided by Seller) exclusively will govern the sale or licensing
by Seller of all goods and services (including without limitation, hardware, firmware
and software products, training, programming, maintenance, engineering, and services
– hereinafter, "Products") furnished to Buyer hereunder, whether such sale or licensing
is effected by paper-based transactions or via facsimile or other forms of electronic
data interchange (“EDI”) or electronic commerce, and represents the entire agreement
between Buyer and Seller with respect thereto. Buyer's receipt or acceptance of
delivery of any of the Products ordered or purchased hereunder will constitute its
acceptance of these terms and conditions. No addition or modification to these terms
and conditions will be binding on Seller unless agreed to in writing signed by an
authorized representative at Seller's headquarters. Seller objects to and rejects
other terms and conditions that may be proposed by Buyer or that appear on or are
referenced in Buyer's purchase order or requisition that are in addition to or otherwise
not consistent with the terms and conditions set forth or referenced herein.
Advance on the date of invoice
unless in case of ongoing approved credit as determined by Seller. Seller may render
partial invoices and require progressive payments. Seller reserves the right to
render invoices electronically and to receive payment by way of electronic funds
transfer. Payment by credit card, when permitted, is subject to credit card validation
and authorization both at time of agreement and immediately prior to shipment. Seller
reserves the right to suspend any further performance hereunder or otherwise in
the event payment is not made when due. No payment by offset is permitted. Interest
charges will be added to overdue invoices at the rate of 1.5% per month (subject
to any limit imposed by applicable law).
Delivery terms are Ex Works
Seller's plant or warehouse (per current Incoterms) or as otherwise agreed to as
evidenced by Seller's order acknowledgment. In all cases title transfers to Buyer
upon the earlier of Seller's delivery to Buyer or receipt by the first carrier for
transport to Buyer, except that title to all intellectual property rights associated
with the Products remains with Seller or its suppliers and licensors. Acknowledged
shipping dates are approximate only and based on prompt receipt of all necessary
information from Buyer. Seller disclaims all liability for late delivery. Where
applicable, prepaid shipping will be billed as a separate invoice item.
- Unless otherwise provided
in a Seller or third party license, Seller warrants that standard software or firmware
Products furnished hereunder, when used with Seller-specified hardware, will perform
in accordance with published specifications prepared, approved, and issued by Seller
for a period of one (1) year from the date of invoice from Seller or its appointed
distributor, as the case may be. Seller makes no representation or warranty, express
or implied, that the operation of the software or firmware Products will be uninterrupted
or error free, or that the functions contained therein will meet or satisfy Buyer's
intended use or requirements.
- Services: Seller warrants
that Products comprised solely of services (e.g., training, on-site technical support,
engineering and custom application programming services) will be performed by appropriately
skilled personnel employed or retained by Seller.
- Recyclable Materials:
In keeping with environmental policies and practices, Seller reserves the right
to utilize in its product manufacturing, repair and remanufacturing processes certain
recyclable materials (e.g., fasteners, plastics and the like) or remanufactured
parts equivalent to new in performance or parts which may have been subject to incidental
use. However, such utilization will not affect any provided Product warranty or
published reliability statistics.
- General: Warranty satisfaction
is available only if (a) Seller is provided prompt written notice of the warranty
claim and (b) Seller's examination discloses that any alleged defect has not been
caused by misuse; neglect; improper installation, operation, maintenance, repair,
alteration or modification by other than Seller; accident; or unusual deterioration
or degradation of the Products or parts thereof due to physical environment or electrical
or electromagnetic noise environment.
- THE ABOVE WARRANTIES
ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR
STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE, OR PERFORMANCE OR APPLICATION WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW. Rights under the above warranties (subject to noted limitations)
extend to Buyer's customers if Buyer is a Seller-appointed distributor for the Products.
TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS
OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR
THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER'S MAXIMUM CUMULATIVE LIABILITY
RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY,
WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO
THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION
OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. ANY ACTION AGAINST
SELLER MUST BE BROUGHT WITHIN SIX (06) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER
CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL
EXTEND TO THE BENEFIT OF SELLER'S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED
RESELLERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION HEREOF WHICH PROVIDES FOR
A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES
IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
Except as excluded herein,
Seller will defend any suit or proceeding brought against Buyer arising out of a
claim that the design or construction of the Products sold or licensed hereunder
by Seller infringes any patent, copyright or trademark granted or registered in
the country of Seller's shipping destination, provided (a) Buyer promptly notifies
Seller in writing of any such claim and any suit or proceeding, (b) at Seller's
expense, Buyer gives Seller the sole right to defend, settle and control the defense
of the suit or proceeding, (c) Buyer provides all necessary information and assistance
for such defense or settlement, and (d) Buyer takes no position adverse to Seller
in connection with such claim. In the event Seller is obligated to defend such suit
or proceeding, Seller will pay all costs and damages finally awarded or agreed upon
by Seller that are directly related thereto. Seller's obligations under this paragraph
will be fulfilled if Seller, at its option and expense: (i) procures for Buyer the
right to continue using such Products, (ii) replaces the same with non-infringing
equipment/software having functionality similar to that of the Products, (iii) modifies
the Products to make them non-infringing while retaining similar functionality,
or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase
price of the affected Products in exchange for their return. Seller will have no
obligation to defend or for any other liability with respect to: [a] any suit or
proceeding to the extent based on or arising out of a configuration or modification
made, specified or requested by Buyer and which is incorporated into or constitutes
the Products, [b] the use of the Products in a process or application specified,
requested or controlled by Buyer or any third parties, or [c] the use of the Products
in combination with other equipment, software or materials not supplied by Seller.
As used in this paragraph, the term “Products” shall mean only Seller's standard
hardware and software that are generally commercially available, and expressly excludes
third-party-branded equipment/software. THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES
OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF
THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.
NOTWITHSTANDING ANY OTHER
PROVISION HEREIN, SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL
PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH
MAY BE RESOLD OR SUBLICENSED BY SELLER AS A DISCRETE ITEM HEREUNDER.
Use of Products comprised
of software may be subject to Buyer's acceptance of additional terms and conditions
set forth in separate Seller or third-party license agreements that will control
to the extent necessary to resolve any conflict with the terms and conditions stated
or otherwise referenced herein. In the absence of a separate Seller's license agreement,
Buyer is granted a non-exclusive, non-transferable license to use provided Seller's
software or firmware only in object code form and solely in conjunction with Seller-provided
Products, with no rights to sublicense, disclose, disassemble, decompile, reverse
engineer, or otherwise modify the software or firmware.
Buyer-specified packing or
marking may be subject to additional charges not otherwise included in the price
of the Products.
Published or advertised weights
and dimensions are estimates or approximations only and are not warranted.
Prices and other information
shown in any Seller publication (including product catalogs and brochures) are subject
to change without notice and to confirmation by specific quotation. Such publications
are not offers to sell and are maintained only as a source of general information.
Prices do not include sales, use, excise, customs, value-added or similar taxes.
Buyer will pay or reimburse Seller for all such taxes as may be applicable. Time
and material services will be provided in accordance with Seller's published service
rates (including applicable overtime and travel expenses) in effect as of the date
such services are provided, unless otherwise confirmed by Seller's written quotation
or order acknowledgment. Billable service time includes travel time to and from
the job site and all time Seller's representatives are available for work and waiting
(whether on or off the job site) to perform the services.
Buyer-requested order changes,
including those affecting the identity, scope and delivery of the Products, must
be documented in writing and are subject to Seller's prior approval and adjustments
in price, scheduling and other affected terms and conditions. In any event, Seller
reserves the right to reject any change that it deems unsafe, technically inadvisable
or inconsistent with established engineering or quality guidelines and standards,
or incompatible with Seller's design or manufacturing capabilities. Seller further
reserves the right to substitute using the latest superseding revision or series
or equivalent Product having comparable form, fit and function.
All returns of Products will
be pursuant to Seller's instructions. Non-warranty returns of unused and resalable
Products for credit will be subject to Seller's return policies in effect at the
time, including applicable restocking charges and other conditions of return. Products
returned under warranty must be properly packed and shipped to Seller-specified
locations. Shipping containers must be clearly marked per Seller's instruction and
shipped freight prepaid by Buyer. Notwithstanding the foregoing, all sales of “Open
Box” Products and any third-party branded products are final and do not qualify
for non-warranty return.
Cancellation by Buyer prior
to shipment is permitted only by written notice and upon payment to Seller of reasonable
cancellation and restocking charges, including reimbursement for direct costs. Cancellation
charges associated with orders for custom Products or Products specifically manufactured
to Buyer's specification may equal the actual selling price of the Products. Seller
has the right to cancel an order for cause at any time by written notice, and Seller
will be entitled to cancellation and restocking charges as identified above. No
termination by Buyer for cause will be effective unless and until Seller has failed
to correct such alleged cause within forty-five (45) days after receipt of Buyer's
written notice specifying such cause.
Seller will not be liable
for any loss, damage or delay arising out of its failure (or that of its subcontractors)
to perform hereunder due to causes beyond its reasonable control, including without
limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority,
fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of
terrorism, delays in transportation, or transportation embargoes. In the event of
such delay, Seller's performance date(s) will be extended for such length of time
as may be reasonably necessary to compensate for the delay.
Application of government
contract regulations and clauses to the Products or the agreement evidenced by these
terms and conditions are subject to the separate review and consent by an authorized
representative at Seller's headquarters. Products sold or licensed hereunder are
not intended to be used, nor should they be used, in any nuclear-related application
either as a "Basic Component" as defined under United States nuclear regulations
or under similar nuclear laws and regulations of any other country or otherwise.
Products and associated materials
supplied or licensed hereunder may be subject to various export laws and regulations.
It is the responsibility of the exporter to comply with all such laws and regulations.
Notwithstanding any other provision herein to the contrary, in the event that U.S.
or local law requires export authorization for the export or re-export of any Product
or associated technology, no delivery can be made until such export authorization
is obtained, regardless of any otherwise promised delivery date. In the event that
any required export authorization is denied, Seller will be relieved of any further
obligation relative to the sale and/or license and delivery of the Product(s) subject
to such denial without liability of any kind relative to Buyer or any other party.
Seller will not comply with boycott related requests except to the extent permitted
by U.S. law and then only at Seller's discretion.
The parties will attempt in
good faith promptly to resolve any dispute arising hereunder by negotiations between
representatives of the parties who have authority to settle the dispute. If unsuccessful,
the parties further will attempt in good faith to settle the dispute by non-binding
third-party mediation, with mediator fees and expenses apportioned equally to each
side. Any dispute not so resolved by negotiation or mediation may then be submitted
to a court of competent jurisdiction in accordance with the terms hereof. These
procedures are the exclusive procedures for the resolution of all such disputes
between the parties.
The agreement evidenced hereby
and all disputes arising there under will be governed by and interpreted in accordance
with the internal laws and will be subject to the exclusive jurisdiction of the
courts of the state, province or other governmental jurisdiction in which Seller's
principal place of business resides, but specifically excluding the provisions of
the 1980 UN Convention on Contracts for the International Sales of Goods. Should
any term or provision hereof be held wholly or partly invalid or unenforceable under
applicable law, the remainder of the agreement evidenced hereby will not be affected
thereby.
The agreement evidenced hereby
may not be assigned by either party without the written consent of the other (which
consent will not be unreasonably withheld). However, consent will not be required
for internal transfers and assignments as between Seller and its parent company,
subsidiaries or affiliates as part of a consolidation, merger or any other form
of corporate reorganization.
The parties acknowledge that
they have required that the agreement evidenced hereby be drawn up in English. Les
parties reconnaissent avoir exigé la rédaction en anglais du Contrat. In the event
of a conflict between the English and other language versions, the English version
will prevail.