Terms and conditions


NETA SCIENTIFIC TERMS AND CONDITIONS 
OF SALE AND SERVICE
I. DEFINITIONS
1. Applicable Trade Term” means the term defined in Incoterms 2000, agreed by the parties, and documented in the quotation.
2. “Customer’s Personal Data” means Customer's personal data or other personal data in Customer’s control, including but not limited to names, telephone numbers and e-mail addresses.
3. "Delivery" means the date when Neta Scientific places the Product(s) at Customer’s or Customer’s representative’s disposal at the address agreed to by Neta Scientific in accordance with the Applicable Trade Term.
4. "Product(s)" means any hardware sold or Software licensed under these Terms. "Custom Products" means Products manufactured or configured to meet Customer requirements.
5. "Software" means one or more computer programs in object code format, whether stand-alone or bundled with other Products, and related documentation provided to Customer under these Terms.
6. "Specifications" means specific technical information about Products which is published by Neta Scientific in effect on the date Neta Scientific ships Customer's order.
7. "Support" means any standard service such as hardware maintenance, calibration and repair; Software updates and maintenance; or education and training. "Custom Support" means Support adapted to meet Customer requirements.
II. PRICES
1. Unless otherwise indicated on the quotation, prices include shipping and handling charges to the address agreed to by Neta Scientific in accordance with the Applicable Trade Term.  Prices are valid for the period indicated on the quotation. Support prices, except for prepaid and Custom Support, may be changed by Neta Scientific upon sixty (60) days written notice.
2. Prices exclude any sales, value added or similar tax which will be payable by Customer in addition to the purchase price if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption.
III. ORDERS, CANCELLATIONS AND RETURNS
1. All orders are subject to acceptance by Neta Scientific. Product orders must specify Delivery within six (6) months from order date.
2. Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge.  Cancellation of orders or rescheduling shipment for Custom Products will be subject to Neta Scientific’s approval.  Cancellation of a Support order will be subject to applicable charges.  Information regarding applicable Support cancellation charges is available upon request.
3. Product returns will also be subject to Neta Scientific’s approval and return/refurbishment charges.
IV.  SHIPMENT, TITLE AND RISK OF LOSS
1. Neta Scientific will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Neta Scientific is unable to meet Customer's Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.
2. Title to hardware Products and risk of loss and damage will pass to Customer at the address agreed to by Neta Scientific in accordance with the Applicable Trade Term.
V. INSTALLATION AND ACCEPTANCE
1. For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Neta Scientific.  Installation is complete when the Product passes Neta Scientific’s installation and test procedures. For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery.
2. If Customer schedules or delays installation by Neta Scientific more than thirty (30) days after Delivery, Customer acceptance of the Product(s) will occur on the thirty-first (31st) day after Delivery.
VI. PAYMENT
1. Payment terms are subject to Neta Scientific credit approval. Payment is due thirty (30) days from Neta Scientific's invoice date. Invoices for contractual Support will be issued in advance of the Support period. Neta Scientific may change credit or payment terms at any time should Customer's financial condition or previous payment record so warrant.
2. Neta Scientific may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Neta Scientific agreement if, after ten (10) days written notice, the failure has not been cured.
VII. WARRANTY
1. Each Product will receive a global warranty.  A global warranty includes the standard warranty for the country of purchase.  If a Product is moved to another country, the destination country’s standard warranty will apply except for on-site warranty where Neta Scientific does not have an applicable Product specific support presence or authorized representative in that country.
2. Product warranty information is available with Products, on quotations, or upon request. The warranty period begins on acceptance.  Customer may receive a different warranty when the Product is purchased as part of a system.
3. Neta Scientific warrants Neta Scientific hardware Products against defects in materials and workmanship, and further warrants that such Products conform to Specifications.
4. Neta Scientific warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by Neta Scientific. Neta Scientific further warrants that Neta Scientific owned standard Software will substantially conform to Specifications. Neta Scientific does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.
5. Neta Scientific does not warrant that the operation of Products will be uninterrupted or error free.
6. If Neta Scientific receives notice of defects or non-conformance as defined in Sections 7(c) and 7(d) during the warranty period, Neta Scientific will, at its option, repair or replace the affected Product(s). Customer will pay expenses for return of such Product(s). Neta Scientific will pay expenses for shipment of repaired or replacement Product(s). If Neta Scientific is unable, within a reasonable time, to repair or replace the affected Product(s), Customer will be entitled to a refund of the purchase price upon prompt return of the Product(s) to Neta Scientific.
7. Neta Scientific warrants that Neta Scientific Support will be provided in a professional and workmanlike manner.  For ninety (90) days from the date of repair, Neta Scientific will replace, at no charge, defective parts used in Neta Scientific’s repair of Products.
8. Some newly manufactured Neta Scientific Products may contain and Neta Scientific Support may use remanufactured parts which are equivalent to new in performance.
9. Customer's Product warranty is transferable upon Neta Scientific’s receipt of written notification.  Such notification must include the serial number, model number and the name, address and location of transferee and the transferee must agree in writing to Neta Scientific's warranty terms.
10. Neta Scientific reserves the right to invalidate Customer’s warranty for Products with an on-site warranty, or Products that have been installed by Neta Scientific, in the event Customer relocates such Products.   Customer’s warranty for such Products may be reinstated provided Neta Scientific verifies, at Customer’s expense, that such Products are in good operating condition. 
11. The above warranties do not cover defects resulting from improper or inadequate maintenance, installation, repair or calibration performed by Customer or a third party not authorized by Neta Scientific; Customer or third party supplied hardware or software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation.
12. THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. NETA SCIENTIFIC SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
VIII. SUPPORT
1. Customer may order Support from Neta Scientific's current Support offering as available. Orders for Support are also subject to the Product specific Support terms and the terms indicated on the quotation. 
2. To be eligible for a Support agreement, Products must be at current specified revision levels and may require Neta Scientific’s certification, at Customer’s expense, that Products are in good operating condition.
3. Product relocation may result in additional Support charges and modified service response times. Support of Products moved to another location is subject to availability.
4. Customer is responsible for removing any products not eligible for Support to enable Neta Scientific to perform Support services.  Additional charges, computed at Neta Scientific’s standard rates, may be incurred for any extra work caused by such products.
5.

Support does not cover any damage, defects or failures caused by:

  1. use of non-Neta Scientific media, supplies and other products;

  2. site conditions that do not conform to Neta Scientific's site specifications; or

  3. neglect, improper use, fire or water damage, electrical disturbances, transportation, work, or modification by non-Neta Scientific employees or subcontractors, or other causes beyond Neta Scientific's control.
6. Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Customer will have a representative present when Neta Scientific provides Support services at Customer's site. Customer will notify Neta Scientific if Products are being used in an environment which poses a potential health hazard to Neta Scientific employees or subcontractors.  Neta Scientific may require Customer to maintain such Products under Neta Scientific supervision.
7. Additional return to Neta Scientific Support coverage may be purchased at the time of Product purchase and such coverage will be honored by any Neta Scientific authorized repair center. Additional on-site Support coverage may be purchased and such coverage will be limited to the country in which the additional coverage was purchased.
8. Subject to Section 3(b) above, Customer may delete Products under a Support agreement or may cancel a Support agreement upon sixty (60) days written notice. Upon sixty (60) days written notice, Neta Scientific may delete Products no longer included in Neta Scientific's Support offering or may cancel a Support agreement.
IX. LICENSES
1. Neta Scientific grants Customer a worldwide, non-exclusive license to use the Software for internal purposes in accordance with the documentation provided with the Software.  Such documentation may include license terms provided by Neta Scientific and Neta Scientific’s third party suppliers, which will apply to the use of the Software and take precedence over these license terms. In the absence of documentation specifying the applicable license, Customer is granted the right to use one copy of the Software on one machine or instrument, or as otherwise indicated on the quotation.
2. ICustomer’s Software license is transferable upon Neta Scientific's receipt of the name, address and location of transferee and payment of any applicable fees to the extent permissible under local laws.  Customer will immediately upon transfer deliver all copies of the Software to the transferee. The transferee must agree in writing to Neta Scientific’s Software license terms.  In addition, Customer's license terms will be binding on involuntary transferees, notice of which is hereby given. Customer's license will automatically terminate upon transfer.
3. The Software is owned and copyrighted by Neta Scientific or its third party suppliers.  Neta Scientific and its third party suppliers retain all right, title and interest in the Software. Third party suppliers may protect their rights in the Software in the event of any violation of these license terms.
4. Customer will not disassemble or otherwise modify the Software without written authorization from Neta Scientific, except as permitted by law. Customer may not copy the Software onto any public or distributed network.
5. Neta Scientific may terminate Customer’s license upon notice for breach of these license terms. Customer must destroy all copies of the Software immediately upon notice of termination.
6. Software and technical data rights granted to the federal government include only those rights customarily provided to end user Customers. Neta Scientific provides this customary commercial license in Software and technical data pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for the Department of Defense, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
X. INTELLECTUAL PROPERTY CLAIMS
1. Neta Scientific will defend or settle any claim against Customer that Products (excluding Custom Products) delivered under these Terms infringe an intellectual property right in the country where the Products are used or sold, provided Customer promptly notifies Neta Scientific in writing, and cooperates with and provides control of the defense or settlement to Neta Scientific, to the extent legally permissible.
2. In the event of an infringement claim under Section 10(a), Neta Scientific will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, Neta Scientific may, at its option, modify the Product, procure any necessary license, or replace it.  If Neta Scientific determines that none of these alternatives is reasonably available, Neta Scientific will refund Customer's purchase price upon return of the Product.
3.

Neta Scientific has no obligation for any claim of infringement arising from:

  1. Neta Scientific's compliance with, or use of, Customer's designs, specifications, instructions or technical information;

  2. Product modifications by Customer or a third party;

  3. Product use prohibited by Specifications or related application notes; or

  4. use of the Product with products not supplied by Neta Scientific.
4. These terms state Neta Scientific's entire liability for claims of intellectual property infringement.
XI. LIMITATION OF LIABILITY AND REMEDIES
1. In no event will Neta Scientific, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) 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 is independent of any remedy set forth in these Terms.
2. To the extent that limitation of liability is permitted by law, Neta Scientific’s liability to Customer is limited to US $1,000,000, except that Neta Scientific’s obligation to make warranty refunds under Section 7 is limited to the Product purchase price.
3. The limitations set forth in Sections 11(a) and 11(b) above will not apply to infringement claims under Section 10, or to damages for bodily injury or death.
4. The remedies in these Terms are Customer’s sole and exclusive remedies.
XII. GENERAL
1. Neta Scientific will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.
2. Customer may not assign or transfer a Support agreement without Neta Scientific’s prior written consent.  Any attempted assignment or transfer without such consent will be void.  As conditions to such consent; (i) the assignee or transferee must agree in writing to the applicable Neta Scientific Support terms; (ii) Neta Scientific may require that all Products included within a Support agreement are in good operating condition; and (iii) Neta Scientific may impose applicable charges in connection with the assignment or transfer.  Customer may not assume a Support agreement in connection with any bankruptcy proceedings without Neta Scientific’s written consent.
3. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
4. Neta Scientific will store and use any of the Customer's Personal Data in accordance with Neta Scientific's privacy practices, which are available upon request or from www.netascientific.com – Privacy Statement. Neta Scientific will not sell, rent or lease Customer's Personal Data to others. Customer agrees that Neta Scientific may forward Customer's Personal Data to other Neta Scientific entities or business partners (including agents, resellers and subcontractors) solely to conduct business activities, including communication with third parties (such as the handling of orders, advertising campaigns or market research). Customer agrees that Neta Scientific and its entities may store and use Customer’s Personal Data in all countries where Neta Scientific and its entities do business. Customer represents and Neta Scientific acknowledges Customer’s representation that consent from individual data subjects has been obtained or is not needed.
5. Customer who exports, re-exports, transfers or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable U.S. and other laws and regulations, and for obtaining required export and import authorizations.  Customer will comply with U.S. and other laws and regulations prohibiting transfers, exports and re-exports to certain end-users and destinations or for certain end-uses, unless written authorization is obtained from the appropriate government.  Neta Scientific may suspend performance if Customer is in violation of applicable laws or regulations.
6. Disputes arising in connection with these Terms will be governed by the laws of the State of New Jersey.
7. Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Support will remain in effect until fulfilled.
8. Neither party’s failure to exercise any of its rights under these Terms will be deemed a waiver or forfeiture of those rights.
9. To the extent that any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
10. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
11. 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.  Customer is solely liable if Products or Support purchased by Customer are used for these applications. Customer will indemnify and hold Neta Scientific harmless from all loss, damage, expense or liability in connection with such use.
12. These Terms constitute the entire agreement between Neta Scientific and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. Customer's purchase or license of Products and Support will constitute Customer’s acceptance of these Terms, which may not be changed except by an amendment signed by an authorized representative of each party.