The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Sonoma Scientific, Inc. ("Sonoma") to Sonoma's customers ("Customers"). Please read this agreement carefully. Any different or additional terms set forth in Customer's purchase order or similar communication are rejected and shall not be binding on Sonoma unless a separate agreement has been signed by an authorized officer of Sonoma specifically accepting any additional or conflicting terms. By placing an order for Products from Sonoma, or by accepting delivery of the Products described on the applicable packing slip and/or Sales Order received with the Products, you agree to be bound by and accept these Terms and Conditions.
Sonoma Scientific, Inc. maintains a high quality design standard and manufacturing system that meets the requirements of:
ISO 9001:2008 and MIL-I-45208
HOW TO ORDER:
When placing your order, please include model number, Product names and all shipping instructions. For example: Model CX8M1; Coaxial Circulator. The order information in the Sonoma Scientific website and catalogs should be sufficient for you to select a particular Sonoma Product. In those instances where a custom Product or additional information is required, please contact your Sonoma Sales Representative.
In case of acceptance of the order, Sonoma will send a written confirmation to Customer, in which Sonoma will advise of the shipment date. Accepted orders may not be rescheduled or cancelled without Sonoma's prior written consent, which may be withheld or given in Sonoma's sole discretion. The prices for Products are set forth in Sonoma's quotation and are valid for thirty (30) days. The quoted prices are exclusive of all taxes, freight, duties, and other third-party charges. All payments shall be made in United States Dollars and are due and payable thirty (30) days from the date of invoice. In the event that payment is not received in such thirty (30) days, any unpaid balance will bear interest at the rate of one and one-half percent (1.5%) per month. Customer is responsible for all costs and expenses incurred by Sonoma in collecting any sums owing by Customer (which may include, but are not limited to, collection agency and reasonable attorneys' fees).
SHIPPING, TITLE, AND DELIVERY:
All sales and deliveries of Products shall be F.O.B. Sonoma's headquarters in Minden, Nevada, unless otherwise specified and agreed to in writing. Shipments will normally be made by UPS, Federal Express, or airfreight. Unless otherwise specified by the Customer, Sonoma will choose the most appropriate means of transportation. Customer is responsible for all transportation, insurance, duties, and other third-party charges. These charges shall be added to Sonoma's invoice to Customer if prepaid by Sonoma. Subject to Sonoma's right of stoppage in transit, title to, and risk of loss for, the Products shall pass to Customer upon delivery of the Products to a common carrier. Sonoma will make every reasonable effort to ensure the shipment and scheduled delivery is consistent with the Customer's requested delivery date(s). Customer acknowledges that all delivery dates provided by Sonoma are estimates only, and that Sonoma will not be liable for failure to make delivery on such date. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity which varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
CHANGE ORDERS AND CANCELLATION:
Change orders regarding price, delivery, or any conditions not specified on the original order will be considered in effect after mutual agreement has been affirmed in writing between Customer and Sonoma. Cancellation of any accepted order can be made only after written consent of Sonoma. All cancellations will be contingent upon Customers agreement to satisfy all costs incurred by Sonoma and its proportionate profit on all work completed. Sonoma will endeavor to stop work promptly upon notification of cancellation.
COMPLIANCE WITH IMPORT AND EXPORT CONTROLS:
Customer acknowledges and agrees that the Products received and/or purchased under these Terms and Conditions are regulated by the U.S. Department of Commerce and applicable regulations, including, but not limited to, Export Administration Regulations, 15 CFR §§ 730-744 (“EAR”) and the International Traffic in Arms Regulations, 22 CFR §§ 120-130 (“ITAR”). Customer further acknowledges and agrees that the ultimate destination of the Products, unless otherwise agreed to in writing, is the United States, and that the Customer, its agents, employees, distributors, or customers, may not import or export the Products outside of this jurisdiction, legally, without proper licensing.
It is the duty of Customer to ensure compliance with any import or export regulation, and to obtain any licensing permitting such action.
Sonoma provides all services in a professional and workmanlike manner. Sonoma takes pride and care in each step of the design and manufacturing process of all its Products. Sonoma places maximum emphasis on performance and reliability; therefore, all Sonoma Products are covered by a LIMITED WARRANTY for a period of one (1) year from the date of shipment. Sonoma agrees to repair Products that fail to meet published specifications and/or fail to a defect in either material or workmanship. Sonoma's liability is solely limited to repair, adjustment, or replacement at Sonoma's discretion. Damage by misuse, abnormal conditions of use, or evidence of partial or complete disassembly voids this warranty.
Sonoma will either repair the damaged Product at no charge, using parts that are equivalent to new in performance and reliability, or exchange the damaged Product with a Product that is equivalent to new in performance and reliability and is at least functionally equivalent to the original Product, at Sonoma's discretion. A replacement Product assumes the remaining warranty of the original Product.
Sonoma reserves the right to investigate any warranty claims, to promptly resolve the problem, or to determine whether such claims are proper. Sonoma shall have no responsibility or liability for any Product, or part thereof, that (a) has had the Serial Number, Model Number, or other identification markings altered, removed or rendered illegible; (b) has been damaged by or subject to improper installation or operation, misuse, accident, neglect and/or has been used in any way other than in strict compliance with Sonoma's operation instructions; (c) has become defective or inoperative due to its integration or assembly with any equipment or products not supplied by Sonoma; (d) has been repaired, modified or otherwise altered by anyone other than Sonoma and/or has been subject to the opening of any sealed housing. If any warranty claim by Customer falls within any of the foregoing exceptions, Customer shall pay Sonoma its then current rates and charges for any repair services.
ALL RETURNS MUST BE SHIPPED TO:
SONOMA SCIENTIFIC, INC.
2236A Park Place
Minden, NV 89423 USA
THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
LIMITATION OF LIABILITY:
SONOMA SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND OR FOR DOWNTIME COSTS, LOST BUSINESS, REVENUES OR PROFITS, LOSS, FAILURE TO REALIZE EXPECTED SAVINGS, OR UNAVAILABILITY OF OR DAMAGE TO DATA OR SOFTWARE, REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, BREACH OF ANY KIND, MISREPRESENTATION, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE, EVEN IF SONOMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SONOMA'S SOLE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT ARE LIMITED TO THE REPAIR OR EXCHANGE OF A PRODUCT AS PROVIDED HEREIN.
Customer shall indemnify, defend, and hold Sonoma harmless from all claims, damages, expenses, liabilities, and losses, including without limitation attorney's fees and costs, that arise out of or relate to (a) the manner in which Customer or any of its customers or end users use or operate the Products; (b) any personal injuries, property damages, or other losses resulting or occurring from the willful or negligent acts or omissions of Customer, its customers, or end users; (c) defects or other problems with other component parts, equipment, or materials produced or supplied by anyone other than Sonoma and that may be used with the Products; or (d) Customer's transactions with its customers, end users, or other parties regarding the Products.
Sonoma shall not be liable for any failure to perform or loss due to unforeseen circumstances or causes beyond its control, including without limitation acts of God, strikes, material or transportation shortages, natural casualties, government regulations, war, fire, flood, disasters or civil unrest.
In any dispute arising under these Terms and Conditions, the prevailing party shall be entitled to attorney's fees and costs incurred.
GOVERNING LAW AND VENUE:
These Terms and Conditions shall be construed and enforced according to the laws of the State of Nevada, USA, regarding contracts made and wholly performed in Nevada. The United Nations Convention on Contracts for the International Sales of Goods is hereby expressly excluded from application.
ENTIRE AGREEMENT AND SEVERABILITY:
This Agreement is the sole and entire agreement between the parties (except for the price or the shipment schedule for the Products contained in either Sonoma's quotation or Customer's purchase order accepted by Sonoma in writing) and shall not be amended except by a subsequent written document executed by Sonoma. All other provisions, Customer's documents or purchase order void and not binding on Sonoma. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. In the event of any inconsistency between these terms and conditions and a Customer's purchase order, these terms and conditions shall control.
Sonoma Scientific, Inc.
2236A Park Place
Minden, Nv 89423 USA
Orders will be accepted by:
By mail or e-mail