Andrew NDT Engineering, Corp.

Andrew NDT® Engineering (ANDREW NDT) TERMS AND CONDITIONS OF SALE

VALIDITY: Unless otherwise specified in writing, all ANDREW NDT Engineering quotations are firm for ninety (30) days from the date of the quotation.

PRICES, TAXES AND DUTIES: All prices are effective only as set forth in a ANDREW NDT quotation according to the schedule in that quotation.  Orders not placed in accordance with the ANDREW NDT quotation (e.g. late order or requesting expedited delivery) may be accepted or may be subject to re-quotation and imposition of expedite fees, as determined by ANDREW NDT.  All prices are subject to change without notice and are subject to correction of clerical errors.
Buyer is responsible for and shall pay all taxes and/or duties applicable to the products.  If ANDREW NDT pays such taxes on Buyer’s behalf, Buyer shall reimburse ANDREW NDT in full.

PAYMENT: Invoices will be issued as of the date of shipment and shall become due and payable in lawful funds of the U.S. thirty (30) days after the issuance thereof, unless otherwise agreed in writing.  All invoiced amounts unpaid and outstanding will be subject to a charge of one and one half percent (1.5%) per month (18% per annum) from the date due.
DELIVERY, TITLE, AND RISK OF LOSS: Delivery is FCA ANDREW NDT manufacturing plant.  Delivery and risk of loss is in accordance with INCOTERMS 2010.  Title to ANDREW NDT products shall pass to the Buyer upon delivery at the named place.
In  the  absence  of  specific  Buyer  instructions, goods will be shipped via the carrier ANDREW NDT deems most practical.
No claim for error in shipment will be considered unless made within ten (10) days of Buyer’s receipt of goods.

CANCELLATION: No order may be cancelled, in whole or in part, without ANDREW NDT prior written consent.  Any approved cancellation is subject to assessment of a cancellation fee as determined by ANDREW NDT.

RETURNS AND RESTOCKING FEE: Except as provided for under the Limited Product Warranty ANDREW NDT does not allow for return and restocking of products.  However, if ANDREW NDT approves a return, returns are subject to  a  return/restocking  fee  as determined by ANDREW NDT.  Special designs and non-catalog items may not be returned.  All returned product shall be sent to ANDREW NDT freight prepaid by Buyer in packaging appropriate to prevent damage in transit.

ALTERATION: ANDREW NDT reserves the right to alter component designs without notice.

INTELLECTUAL PROPERTY:            All intellectual  property  rights  (including, without limitation, patents, trademarks, registered designs and any rights to apply for same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in ANDREW NDT products or arising out of or relating to the design or manufacture of ANDREW NDT products or the provision of services shall belong to and remain vested in ANDREW NDT.

LIMITED PRODUCT WARRANTY: ANDREW NDT brand instruments, mechanical products, spare parts, probes and cables are warranted, to the original Buyer only, for use solely by Buyer or direct affiliate against defects in material and workmanship for a period of one year from the date of Delivery.  ANDREW NDT brand probes and cables are considered consumables and require periodic replacement due to wear.  ANDREW NDT does not warrant the service life of probes or cables.  ANDREW NDT does not warrant any ANDREW NDT brand products against defects caused by misuse, abnormal operating conditions, alterations  or  damage caused by events beyond the control of ANDREW NDT.  ANDREW NDT shall not be liable for product defects caused by or resulting from any inaccuracies in any drawing, descriptions  or  specification supplied by the Buyer.  Upon Buyer’s written request during the warranty term of period, ANDREW NDT, at its choice, will repair or replace defective products within a reasonable time.  The original term of warranty applies, without extension, for repaired or replacement products.  All effective merchandise shall be sent to ANDREW NDT freight prepaid by Buyer in packaging appropriate to prevent damage in transit.  The Limited Product Warranty does not apply to periodic calibration or minor maintenance as described in ANDREW NDT operating manuals, All Buyer paid repairs performed by ANDREW NDT are warranted against defects in materials and workmanship for 90 days from the completion of repair.  Upon Buyer’s written notice of defect within the 90 day period, ANDREW NDT will replace the defective part(s) and/or re-perform the service.  This warranty is limited to failures in areas directly related to the repair performed.  After a warranty repair, the “current” calibration is validated but a new calibration is not provided free of charge.  ANDREW NDT does not warrant any non-ANDREW NDT brand products.
LIMITED SERVICE WARRANTY: ANDREW NDT agrees to perform service for Buyer on the expressed condition that ANDREW NDT sole obligation will be that the service will be performed in a professional and competent manner and will be of the kind and quality described in the ANDREW NDT quotation.  ANDREW NDT does not warrant the fitness, suitability or condition of Buyer’s equipment upon which ANDREW NDT services are performed.  If there is a specific problem with the quality of the service performed, Buyer shall inform ANDREW NDT in writing  and, if  feasible,  the service will be re-performed at no additional charge.  In the event corrective services are performed by ANDREW NDT, Buyer must provide adequate access to the equipment to allow ANDREW NDT to perform these services.  Any additional costs incurred to provide access to the equipment will be the responsibility of the Buyer.  If re-performance of the service is not feasible, ANDREW NDT and the Buyer shall negotiate in good faith to arrive at an equitable settlement.

REGARDLESS OF WHETHER UNDER CONTRACT OR TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, THE LIMITED PRODUCT AND SERVICES WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO  THE   IMPLIED   WARRANTIES   OF   MERCHANTABILITY   AND/OR   FITNESS   FOR   A   PARTICULAR   PURPOSE  SHALL   APPLY.  THE   LIMITED   WARRANTY   AND   THE   LIMITED   SERVICE WARRANTY ARE THE SOLE LIABILITY OF ANDREW NDTWITH REGARD TO ITS PRODUCTS AND SERVICES.

LIMITATION OF LIABILITY: ANDREW NDT’S total liability for any and all losses and damages arising out of any and all causes whatsoever including, without limitation, defects in the goods, services, software, documentation, or site work supplied under this quotation, shall in no event exceed the purchase price of the applicable item(s).  In no case shall ANDREW NDT be liable for any special, incidental or consequential damages based upon breach of warranty, breach of contract, negligence, direct liability or any other legal theory.  Excluded damages include, but are not limited to; loss of profit, loss of savings or revenue, loss of use of the product or any associated equipment, downtime, the claims of third parties, including Buyer, damage to property or injury to personnel.

COMPLIANCE WITH LAW AND EXPORT CONTROL: Buyer agrees to take no action which will cause ANDREW NDT to be in violation of any law.  Such laws shall include but not be limited to the U.S. Export Control Laws and Anti-Boycott Laws as well as the laws of the exporting country.  All exports of ANDREW NDT goods shall be in accordance with the U.S. Export Administration Regulations.  Diversions, use, export  or  re-export contrary to U.S. and local laws is prohibited.  The Products may not be exported or re-exported to Cuba, Iran, Iraq, Libya, Sudan, North Korea or Syria or to entities and persons that are ineligible under U.S. law (i.e. on the U.S. Department of Commerce Denied Person List) to receive U.S. commodities, technology and/or software.  Buyer agrees not to sell or attempt to sell any ANDREW NDT goods to any person(s) outside the U.S. or to any person within the U.S. with the ultimate goal of exportation outside the US, except by agreement with ANDREW NDT.  It is ANDREW NDT policy to fully comply with all applicable export control laws regulations, including the U.S. Export Administration Regulations (15 CFR Parts 730-774).  Under  no  circumstances shall sales be made contrary  to  U.S. and  local  export  laws  or  regulations.  It is the responsibility of Buyer to understand the seriousness  of  exporting ANDREW NDT products without proper licenses or authorizations.  Violations can lead to large civil penalties, criminal charges and/or revocation of export privileges.

WEEE RECYCLING: It is the customer’s responsibility to ensure that ANDREW NDT equipment is disposed of in accordance  with  local  WEEE (Waste Electrical and Electronic Equipment) and hazardous material regulations.

FORCE MAJEURE: ANDREW NDT shall not be liable for any delay or failure to ship or provision of services if such delay or failure is caused by circumstance(s) beyond ANDREW NDT control, including but not limited to labor dispute, strike, embargo, war, riot, insurrection, civil commotion, fire, flood, accident, storm or any act of nature, failure of supplies or transportation, governmental action or other causes beyond ANDREW NDT’s reasonable control.

ALL SALES ARE MADE PURSUANT TO THESE TERMS AND CONDITIONS AND ANY TERMS IN THE QUOTATION DOCUMENT.  ALL ORDERS ARE RECEIVED WITH THE UNDERSTANDING THAT THEY ARE REPLACED UNDER THESE TERMS AND CONDITIONS.

CONFLICTING TERMS:      In the case of conflict between the terms or conditions of Buyer’s order and the ANDREW NDT terms and conditions herein, ANDREW NDT terms and conditions shall apply.

APPLICABLE LAW:  This quotation shall, in all respects, be governed by and construed in accordance with California State law, without application of conflict of laws statutes.

Revision 2013 December 17^th

Andrew NDT Commercial Terms and Conditions - General