Terms & Conditions

Acceptance The terms and conditions of sale and service contained herein apply to all quotations, purchase orders, confirmation of purchase orders, invoices and service contracts by and for Adaptive Micro Systems, LLC ("Company"). Some of the terms set forth herein may differ from those in Customer’s purchase order, and some may be new. The Company’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of the provisions of this acceptance. Any changes in the terms contained herein must specifically be agreed to in writing by an officer of the Company before becoming binding for either the Company or the Customer. All orders and contracts must be approved and accepted by the Company. These Terms and Conditions of Sale and Service shall be applicable whether or not they are attached to or enclosed with the equipment or services to be sold or sold hereunder.
Payment All invoices are due and payable thirty (30) days from date of invoice. The Company may from time to time demand different terms of payment from those specified herein whenever it reasonably appears Customer’s financial condition requires such changes and may demand assurance of Customer’s ability to pay whenever it reasonably appears such ability is in doubt. Each shipment shall be considered a separate and independent transaction, and payment shall be made accordingly. Interest accrues on overdue invoices at the rate of 1.5% per month, but no more than the amount allowed by law, on the unpaid balance from the original due date of the invoice.
Shipment All sales are made F.O.B. point of shipment. Method and route of shipment are at the Company’s discretion, unless Customer supplies explicit instructions. Risk of loss will pass to Customer upon delivery to the F.O.B. point. The Company will not insure shipment. Shipments will normally be made by Parcel Post, United Parcel Service (UPS), Air Express or Air Freight.
Taxes Unless otherwise provided herein, prices on the equipment or services covered by this order, or the manufacture or sale thereof, are exclusive of any present or future sales, revenue, excise or other taxes and fees or other charges of any nature, imposed by any public authority (national, state, local or other). Wherever applicable, such taxes, fees and other charges shall be added to the purchase price and shall be paid by the Customer, or in lieu thereof, the Customer shall provide the Company with a tax exemption certificate acceptable to the taxing authority or pay any taxes directly.
Delays; Interruption of Delivery or Service Shipping and service dates are approximate and estimated. They are based upon prompt receipt from Customer of all necessary information. The Company shall not be liable for any loss, damage, detention or delay resulting from causes beyond its reasonable control, including, without limitation: acts of God, loss of communications, acts of civil or military authority, priorities, fires, strikes, lockouts, slow-downs, shortages, factory or labor conditions, yield problems, and inability due to causes beyond the Company’s reasonable control to obtain necessary labor, materials or manufacturing facilities. The Company shall not be required to furnish services or deliver equipment while and such interruption shall continue and shall have the right to apportion its services and production among its Customers in such a manner as it may consider to be equitable.
Nonconformity Unless otherwise specified, all equipment covered by this order shall be inspected before shipment. If, upon receipt of any such equipment by Customer, the same shall appear not to conform to the contract, the Customer shall immediately (but in no event more than thirty (30) days after receipt of same) notify the Company, stating full particulars in support of its claim and afford the Company a reasonable opportunity to inspect the equipment. No equipment shall be returned without the Company’s consent. Any returns accepted by the Company shall be subject to a reasonable restocking charge and manufacturer’s authorization and terms.
Limited Warranty All equipment supplied to the Customer is warranted by the manufacturer’s written warranty only. The Company does not make any independent or supplemental warranty with respect to any equipment supplied to the Customer and shall not be responsible for repair, labor, shipping and/or handling costs associated with any manufacturer’s warranty covering equipment supplied by it. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (INCLUDING, IF APPLICABLE, FITNESS OR COMPLIANCE WITH THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARD (PCI DSS) PROMULGATED BY THE PCI SECURITY STANDARDS COUNCIL), AND ITS AGENTS OR TECHNICIANS ARE NOT AUTHORIZED TO MAKE ANY SUCH WARRANTIES ON BEHALF OF THE COMPANY.
Intellectual Property Customer holds the Company harmless from, and releases and agrees not to make claim or suit against the Company because of, any suits, claims, losses or other liability made against or suffered by Customer arising from any claim of, or infringement of, patent, copyright, trademark or other proprietary right, at common law, or claim of unfair trade or of unfair competition, resulting from, or occasioned by, Customer’s use, possession, sale or delivery of the equipment or services covered by this order.
Limitation of Liability The Customer acknowledges that, in order for the Company to perform certain services for the Customer, the Company requires access to the Customer’s computers, databases and other equipment and machinery. The Customer shall be responsible for backing up any data or other systems which the Company may access. THE COMPANY SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE SERVICES PERFORMED BY THE COMPANY HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA OR SOFTWARE OR INABILITY OR DELAY OF THE COMPANY IN PERFORMING ANY SERVICES HEREUNDER. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY THEREOF OR KNEW OR SHOULD HAVE KNOWN THEREOF. THE COMPANY’S LIABILITY HEREUNDER TO THE CUSTOMER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO THE COMPANY BY THE CUSTOMER.
Non-Solicitation Unless otherwise agreed to by the Company in writing, the Customer shall not hire, or solicit the employment of, any of the Company’s employees, contractors or consultants directly or indirectly associated with the performance of any Maintenance Contract or other services to be performed under this order during the period of the performance of any Maintenance Contract or other services to be performed under this order and for one year thereafter. In the event the Customer breaches the foregoing restriction, the Customer will pay, as liquidated damages and not a penalty, within thirty (30) days of receipt of a notice of breach, a sum equal to two (2) years of salary or fees the Company would have paid to its employee, contractor or consultant.
General
1. The validity, performance and construction of these terms and all sales hereunder shall be governed by the laws of the state of Wisconsin.
2. Controversies arising herein or relating to alleged breach thereof shall be determined by arbitration in accordance with the rules of the American Arbitration Association (headquartered in Wisconsin) or at a location mutually agreed upon by the parties. It is understood that such arbitration is final and binding upon the parties waiving their rights to seek damages in court, including the right to a jury trial.
3. In the event that any provision of this contract is prohibited by any law governing its construction, performance or enforcement, such provision shall be ineffective to the extent of such prohibition without invalidating thereby any of the remaining provisions of these Terms and Conditions. The captions of sections herein are intended for convenience only and shall not be interpretative of the content of such section.
4. If Customer is in breach of its obligations herein, Customer shall remain liable for all unpaid charges and sums due to the Company and will reimburse the Company for all damages suffered or incurred by the Company as a result of Customer’s breach. The Company shall be entitled to a mechanic's lien for all such unpaid charges and sums. The remedies provided herein shall be in addition to all other legal means and remedies available to the Company. Waiver by the Company of any breach by Customer shall not be construed as a waiver of any other breach.