Terms and Conditions
Electro Rent Terms of Sale 1. Sales and Delivery a. All orders are subject to acceptance by Electro Rent. Orders are governed by the applicable trade term specified on the quotation or agreed to by Electro Rent as defined in Incoterms 2010. b. Prices exclude any applicable sales, value added or similar tax payable by Customer. c. Unless otherwise indicated on the quotation, prices include shipping and handling charges. Title to hardware and consumable Products will pass to Customer upon delivery. d. Customer may cancel orders prior to shipment at no charge. Product returns are subject to Electro Rent approval and applicable charges. e. For Products without installation included in the purchase price, acceptance occurs upon delivery. For Products with installation included in the purchase price, acceptance occurs when the Product passes Electro Rents installation and test procedures. If Customer schedules or delays installation by Electro Rent more than thirty (30) days after delivery, acceptance of the Product will occur on the thirty-first (31st) day after delivery. f. Payment terms are stated in the quotation or acknowledgment documentation, and are subject to change if Customers financial condition or payment record merits such change. Electro Rent may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Electro Rent agreement if, after ten (10) days written notice, the failure has not been cured. g. Sold-to, Bill-To and Ship-to address must be in the same country. h. For export control reasons, we are not able to ship to a freight forwarding company. i. International buyers must pass US customs security screening. Electro Rent will withdraw in case of failing security screening. 2. Licenses a. Electro Rent grants Customer a worldwide, non-exclusive, license to use Software for internal purposes in accordance with documentation provided with the Software. Electro Rent license terms or third party license terms included with such documentation will take precedence over these license terms. If the documentation does not include license terms, Electro Rent grants Customer a license to use one copy of the Software on one machine or instrument, or a license as otherwise stated on the quotation. b. Except as authorized by Electro Rent in writing or as permitted by law, Customer will not reverse engineer, reverse compile, or reverse assemble Software, modify or translate Software, or copy Software onto any public or distributed network. 3. Warranty a. Product warranty terms are provided with the Product offer. b. Electro Rent warrants the Electro Rent hardware Product against defects in materials and workmanship and that the Product will conform to Specifications. Electro Rent warrants that Electro Rent owned standard Software substantially conforms to Specifications. c. If Electro Rent receives notice of a defect or non-conformance during the warranty period, Electro Rent will, at its option, repair or replace the affected Product. Customer will pay shipping expenses for return of such Product to Electro Rent. Electro Rent will pay expenses for shipment of the repaired or replacement Product. Unless otherwise agreed by the parties in writing, Customer shall be solely responsible for customs documentation to be properly prepared and customs procedures to be completely fulfilled in accordance with the applicable legislation before proceeding with Product returns to the extent they are allowed and specified in these Terms. Technical support for End-Of-Support (EOS) products is limited and on best-effort basis. If repair is no longer possible we will offer a return and complete refund of the purchased item during the warranty period. d. THE WARRANTIES IN THESE TERMS ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. Electro Rent SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 4. Intellectual Property Claims a. Electro Rent will defend or settle any claim against Customer that a Product infringes an intellectual property right, provided Customer promptly notifies Electro Rent in writing and provides control of the defense or settlement, and assistance, to Electro Rent. b. In defending or settling an infringement claim under Section 4(a), Electro Rent will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, Electro Rent may, at its option, modify or replace the Product or procure any necessary license. If Electro Rent determines that none of these alternatives is reasonably available, Electro Rent will refund Customers purchase price upon return of the Product. c. Electro Rent has no obligation for any claim of infringement arising from: Electro Rents compliance with, or use of, Customers designs, specifications, instructions or technical information; Product modifications by Customer or a third party; Product use prohibited by or outside the scope of Specifications or related application notes; or use of the Product with products not supplied by Electro Rent. 5. Limitation of Liability and Remedies a. In no event will Electro Rent, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, or lost profits) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion shall apply even if any remedy set forth in these Terms fails its essential purpose. b. The limitations set forth in Section 5(a) above will not apply to infringement claims under Section 4, or to damages for bodily injury or death. c. The remedies in these Terms are Customers sole and exclusive remedies. 6. Indemnification Electro Rent will indemnify and hold Customer harmless from and against any third party claims for (i) bodily injury or death, or (ii) direct damage to tangible property, to the extent caused by Electro Rents negligence or willful misconduct in performing its obligations under these Terms, provided that Electro Rent is given prompt written notice and the opportunity to control the defense of the claim or settlement, and subject to the limitation of liabilities set forth in Section 5. 7. General a. Electro Rent will store and use Customers personal data in accordance with Electro Rents Privacy Statement, available at www.Electro Rent.com/go/privacy. Electro Rent will not sell, rent or lease Customers personal data to others. b. Terms for Service are available at www.Electro Rent.com/go/service_terms, upon request, or as otherwise indicated on the quotation. c. The parties agree to comply with applicable laws and regulations. Electro Rent may suspend performance if Customer is in violation of applicable laws or regulations. d. Customer expressly agrees that it assumes full responsibility for obtaining any and all required export authorizations from all applicable government authorities prior to exporting, re-exporting or transferring Products, technology or technical data and for complying with all applicable laws and regulations relating to any such transfer or transaction. Customer shall not sell or transfer Products, technology or technical data to any entity designated or identified by the U.S. Government as a restricted person or included on any U.S. Government-maintained restricted person list, including, but not limited to, (i) the Specially Designated Nationals and Blocked Persons List, (ii) the Foreign Sanctions Evaders List, (iii) the Sectoral Sanctions Identification List, (iv) the Entity List, (v) the Denied Persons List, and (vi) the Unverified List (collectively, 'US Restricted Lists'). Further information on these and other applicable lists can be found at www.treasury.gov or www.bis.doc.gov. Electro Rent may, in its sole discretion, suspend performance or cancel all or part of the order if Customer is designated on US Restricted Lists or does not comply with the provisions of this section and may, in its sole discretion, refuse to perform any post-sale services with respect to the Product (including, but not limited to, any repair or replacement under warranty) if such activities would involve in any way, an entity on any US Restricted Lists e. A party is excused from and not liable for performance of its obligations under these Terms for any occurrence beyond its reasonable control and without its fault or negligence including, but not limited to, acts of God (such as fires, floods, storms, earthquakes, hurricanes or other natural disasters), acts of the public enemy (such as civil war, rebellion, revolution or terrorist activities), regulations, acts or restraints of a government in either its sovereign or contractual capacity, epidemics, quarantine restrictions, strikes, lockouts, interruption or failure of utilities, or acts or omissions of common carriers. f. Use, distribution or disclosure of Products by the U.S Government is subject to DFARS 227.7202-3 (Rights in Commercial Computer Software), DFARS 252.227-7015 (Technical Data-Commercial Items), and FAR 52.227-19 (Commercial Computer Software- Restricted Rights). g. Disputes arising in connection with these Terms will be governed by the laws of the State of California. h. To the extent that any provision or a portion of any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect. i. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. j. Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Electro Rent shall not be liable for any damages resulting from such use. k. These Terms and any supplemental terms applicable to the order constitute the entire agreement between Electro Rent and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customers additional or different terms and conditions will not apply. l. Customer may not represent that any of the Remarketed Products are new, nor make any warranties, representations or commitments on behalf of Electro Rent, including though not limited to, any commitment by Electro Rent to provide warranty or Service for Remarketed Products except as expressly provided under these Terms. In addition, Customer agrees to protect the integrity of Electro Rents products and brand in the event of damage or inoperability of any Electro Rent Remarketed Products. Customer must dispose of such products in compliance with local laws and regulations and will not permit its employees or agents to retain ownership of such products without Electro Rents prior written consent. Customer will indemnify and hold Electro Rent harmless from all loss, damage, expense or liability arising from Customers breach of the obligations set forth above. Electro Rent may assign or transfer any of its rights or obligations under these Terms upon notice in connection with a merger, reorganization, transfer, sale of assets or product lines, demerger or spin-off transaction or change of control or ownership of Electro Rent, or its permitted successive assignees or transferees.
