Terms and Conditions
Acceptance: The following terms and conditions of sale are applicable to all sales of Products or Services, and all quotations, order acknowledgements, and invoices from Precision Measurements and Instruments Corporation (“Seller”) and to all Purchase Orders from Seller’s customers (“Purchasers”) and are the only terms and conditions applicable to the sale of Seller’s Products or Services, except those relating solely to prices, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, or descriptions of the products set forth in Purchaser’s Purchase Orders (collectively, “Purchase Order Terms”). Purchase Orders are accepted subject to the terms and conditions set forth herein. Any deviation from these terms must be agreed upon in writing. Purchaser’s acceptance of Products or Services (“Products or Services”) called for in said Purchase Order shall constitute its acceptance of the following terms and conditions of sale (this “Agreement”).
Prices: Prices are in U.S. Dollars and are subject to change without notice. Time of payment is of the essence. All orders are accepted subject to Seller’s price as offered in official quote format.
Terms of Payment: Standard payment terms are pre-payment. Any deviation from that must be agreed upon in writing.
Cancellation: Once Seller has either accepted a Purchase Order or has begun taking actions with respect to such Purchase Order, such Purchase Order cannot be canceled, terminated or modified by Purchaser in whole or in part except with Seller’s consent in writing and then only upon terms and conditions to be agreed upon which shall include protection of Seller against all losses. Purchaser shall indemnify Seller for any costs incurred, including material and labor costs, in connection with any Purchase Order that Purchaser desires to cancel, terminate or modify.
Title/Risk of Loss/Delivery: Unless other arrangements are made in writing, Seller anticipates use of common carriers for transport of Products. Unless specifically otherwise provided, shipping charges will be prepaid and added to the invoice unless the Purchaser’s account information is provided. All Products shall be shipped ex-works Seller’s plant and shall become the property of Purchaser upon delivery to the carrier. Purchaser shall assume all risk and liability for loss, damage, or destruction, as well as the results of any use or misuse by third parties who may acquire or use the Products illicitly after the delivery to the carrier. Unless mutually agreed upon, shipping dates are approximate and are based upon prompt receipt of all necessary information. Seller reserves the right to ship items in a single or multiple shipments.
Any claim on account of defective products or for any other cause whatsoever shall conclusively be deemed waived by Buyer unless written notice thereof is given to Seller promptly after discovery but no later than thirty (30) days from date of shipment. Seller shall have the right either to replace or repair any defective products. Seller’s liability and Buyer’s exclusive remedy for defective products shall be limited solely to replacement or repair, as Seller may elect. Seller may request return of defective product for evaluation. Upon this request, the Seller will issue a return authorization number. The Buyer will ship the defective component prepaid to the Seller within (30) days following this request. Product not returned within 30 days will be declared “not warrantable” and invoiced to the Buyer.
Disclaimer of Further Warranties: THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT MANUALS, SAMPLE HOLDERS, FURNACES, OR THERMOCOUPLES. EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE) WITH RESPECT TO ITS PRODUCTS OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OR THE PROVISIONS OF THIS SECTION HEREOF, SELLER SHALL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, FOR DAMAGE CAUSED TO ANY PRODUCT BY FIRE, WATER, STORMS OR ELECTRICAL SURGE, AND SHALL HAVE NO OBLIGATION TO REPLACE OR REPAIR ANY PRODUCT DAMAGED UNDER SUCH CIRCUMSTANCES.
Limitation of Liability and Remedies: SELLER SHALL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST SELLER, FOR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON SELLER’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. SELLER WILL NOT BE LIABLE TO PURCHASER FOR ANY LOSS, DAMAGE, OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE HANDLING, STORAGE, TRANSPORTATION, RESALE, OR USE OF ITS PRODUCTS IN MANUFACTURING PROCESSES, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE. IN NO EVENT WILL SELLER’S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SALE OF PRODUCTS BY SELLER EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES AS TO WHICH THE CLAIM IS MADE.
Technical Data: All statements and recommendations are either based on the tests or experience that Seller believes to be reliable.
Taxes: Purchaser shall pay to Seller, in addition to the purchase price, the amount of all fees, duties, licenses, tariffs, and all sales, use, privilege, occupation, excise, or other taxes, federal, state, local or foreign, which Seller is required to pay or collect in connection with the Products or Services sold to Purchaser. Failure by the Seller to collect any such fees or taxes shall not affect Purchaser’s obligations hereunder and Purchaser shall fully defend, indemnify and hold harmless Seller with respect to such tax obligations.
Ownership of Intellectual Property: All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or Intellectual Property disclosed or otherwise provided to Purchaser by Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of Seller and will be kept confidential by Purchaser in accordance with these terms and conditions. Purchaser shall have no claim to, nor ownership interest in, any Intellectual Property and such information, in whatever form and any copies thereof, shall be promptly returned to Seller upon written request from Seller. Purchaser acknowledges that no license or rights of any sort are granted to Purchaser hereunder in respect of any Intellectual Property.
Force Majeure: Seller shall not be liable for failure to perform or delay in performance or delivery of any Products or Services due to (a) fires, floods, strikes, or other labor disputes, accidents, sabotage, terrorism, war, riots, acts of precedence or priorities granted at the request or for the benefit, directly or indirectly, of any federal, state or local government or any subdivision or agency thereof, delays in transportation or lack of transportation facilities, restrictions imposed by federal, state or local laws, rules or regulations; or (b) any other cause beyond the control of Seller. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform. Seller may, during any period of shortage due to any of the above circumstances, allocate its available supply of Products or Services among itself and its Purchasers in such manner as Seller, in its judgment, deems fair and equitable.
Assignment and Delegation: No assignment of any rights or interest or delegation of any obligation or duty of Purchaser under these terms and conditions, Seller’s quotation, order acknowledgement, or invoice, or Purchaser’s Purchase Order may be made without the prior written consent of Seller. Any attempted assignment or delegation will be wholly void and totally ineffective for all purposes.
Integration Clause: These terms and conditions, together with Seller’s quotation, order acknowledgement and invoice to a Purchase Order accepted by Seller, constitute the entire contract of sale and purchase between Seller and Purchaser with respect to the Products covered by this Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof shall be of any force or effect unless in writing and signed by the party claiming to be bound thereby.
Choice of Laws: Any dispute arising out of or related to this Agreement, shall be governed by and construed according to the laws of the State of Oregon and litigated exclusively in a state or federal court located in Benton County, Oregon. The parties hereby agree to the exclusive jurisdiction and venue of such courts.
Severability: If any provision herein shall be held to be unlawful or unenforceable, the remaining provisions herein shall remain in full force and effect.
PMIC quotations are firm and fixed with one exception; when liquid helium is used as a coolant for low temperature cryogenic testing. Our laboratory personnel go to great lengths to estimate the helium usage and reflect that usage in our quoted prices, but there are several unknown factors that can affect usage.
Precise thermal mass of the test specimens is not known at the time of quotation. High mass objects take more coolant to reach the desired temperature. Heat transfer is almost entirely by conduction for thermal conductivity testing and by convection for thermal expansion testing.
Thermal diffusivity and conductivity of the test specimens is not known at the time of quotation. Low conductivity or diffusivity lengthens the time to reach the desired temperature and increases coolant usage.
Liquid helium tank volume is not known until actual delivery. There is lost product due to normal and expected tank boil-off. Boil-off is affected by the quality of the vacuum tank insulated and the elapsed transit time since it was filled. These factors are controlled by the helium supplier.
Liquid helium, as a product, can be unstable or have excessive boil-off rates (a “rolling” or a turbulent tank) and sometimes will reduce usable tank capacity by 20 % or more.
PMIC does not believe that it is wise to overestimate and over order liquid helium. Helium is a scarce and expensive resource that once used, is lost forever. Released helium gas escapes the earth’s gravity and is lost into outer space. PMIC wants to conserve this resource and having an almost full tank sitting around after a test is complete, venting to atmosphere, is not wise. We try to estimate and order just enough helium to perform the required testing and not have an excessive amount left over.
With that said, Project Managers and Engineers do not want “cost surprises” that may come about because additional helium is needed to complete the required testing but was not originally approved on a Purchase Order. In addition, PMIC does not want to quote extra cost for helium that may not be needed. The problem is how do we achieve cost certainty for the Project Manager for something than is, in essence, a variable cost?
In order to provide more cost certainty to helium programs, PMIC recommends that multiple line items should be used on purchase orders.
• Line 1 would be for Testing Services, $xxx
• Line 2 for Estimated Helium, $xxx
The total cost would be approved by the Project Manager but the Additional Helium would only be ordered and used if it was necessary to complete the test requirements.