Terms & Condi­tions

The United States Patent and Trade­mark Office (USPTO) has granted patent rights to API that cover a full tracking system. The patent includes API’s active targets with API’s laser trackers and precludes the use of non-API trackers with API’s active target
1. WARRANTY- (a) Seller warrants that on the date of ship­ment the goods are of the kind and quality described herein and are free of non-confor­mi­ties in work­manship and mate­rial. (b) Buyer’s exclu­sive remedy for a noncon­for­mity in any item of the goods shall be the repair or the repla­ce­ment (at Seller’s option) of the item and any affected part of the goods. Seller’s obli­ga­tion to repair or replace shall be in effect for a period of two (2) year from initial deli­very to customer’s faci­lity for Trackers and access­ories and one (1) year for metro­logy products, provided Buyer has sent written notice within that period of time to Seller that the goods do not conform to the above warranty. Repaired and repla­ce­ment parts shall be warranted for the rema­inder of the original period of noti­fi­ca­tion set forth above, but in no event less than 9 months from repair or repla­ce­ment. At its expense, Buyer shall remove and ship to Seller any such noncon­forming items and shall reinstall the repaired or replaced parts. Buyer shall grant Seller access to the goods at all reason­able times in order for Seller to deter­mine any noncon­for­mity in the goods. Seller shall have the right of disposal of items replaced by it. © Seller’s obli­ga­tion to repair or replace non-conforming compon­ents beyond the stan­dard warranty period is depen­dent upon the avai­la­bi­lity of repla­ce­ment parts. Seller is not obli­gated to repair or replace non-conforming compon­ents beyond 7 years from date of manu­fac­ture. (d) SELLER HEREBY DISC­LAIMS ALL OTHER WARRAN­TIES, EXPRESS OR IMPLIED, EXCEPT THAT OF TITLE. SPECI­FI­CALLY, IT DISC­LAIMS THE IMPLIED WARRAN­TIES OF MERCHAN­TA­BI­LITY, FITNESS FOR A PARTI­CULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE. (e)Buyer is limited to the reme­dies speci­fied in this article and shall have no others for a noncon­for­mity in the goods. Buyer agrees that these reme­dies provide Buyer with a minimum adequate remedy and are their exclu­sive reme­dies, whether Buyer’s reme­dies are based on contract, warranty, tort (inclu­ding negli­gence), strict liabi­lity, indem­nity, or any other legal theory, and whether arising out of warran­ties, repre­sen­ta­tions, inst­ruc­tions, instal­la­tions, or non-confor­mi­ties from any cause. (e) Note: This article 1 does not apply to any soft­ware which may be furnished by Seller. In such cases, the atta­ched Soft­ware License Addendum applies.
2. PERFOR­MANCE; DELAYS ‑Timely perfor­mance by Seller is contin­gent upon Buyer’s supplying to Seller, when needed, all required tech­nical infor­ma­tion and data, inclu­ding drawing appro­vals, and all required commer­cial docu­men­ta­tion. If Seller suffers delay in perfor­mance due to any cause beyond its reason­able control, the time of perfor­mance shall be extended a period of time equal to the period of the delay and its conse­quences. Seller will give to Buyer notice within a reason­able time after Seller becomes aware of any such delay.
3. SHIP­MENT, TITLE AND RISK OF LOSS ‑Unless the deli­very terms of this contract expressly provide for F.O.B. desti­na­tion, shipping/delivery will be F.O.B. Seller’s point of ship­ment with title to the goods and risk of loss or damage passing to Buyer at that point. Buyer will be respon­sible for ship­ment during transit and for filing any damage or loss claims directly with the carrier. Seller may make partial ship­ments.
4. TAXES ‑Any appli­cable duties or sales, use, excise, value-added or similar taxes will be added to the price when invoiced. (Unless an accep­table exemp­tion certi­fi­cate is furnished).
5. TERMS OF PAYMENT — (a) unless other­wise stated, all payments shall be in United States dollars, and a pro rata payment shall become due as each ship­ment is made. If ship­ment is delayed by Buyer, date of notice of readi­ness for ship­ment shall be deemed to be date of ship­ment for payment purposes. (b) On late payments, the contract price shall, without preju­dice to Seller’s right to immediate payment, be incre­ased by 1 1/2% per month on the unpaid balance, but not to exceed the maximum permitted by law. © If any time in Seller’s judgment Buyer is unable or unwil­ling to meet the terms speci­fied, Seller may require satis­fac­tory assurance or full or partial payment as a condi­tion to commen­cing or conti­nuing manu­fac­ture or making ship­ment, and may, if ship­ment has been made, recover the goods from the carrier, pending receipt of such assurances. Terms of Payment: Unless other arran­ge­ments have been made, payment on export orders shall be made by irre­vo­cable confirmed letter of credit, payable in U.S. dollars against API’s invoice and stan­dard ship­ping docu­ments. Such letter of credit shall be in an amount equal to the full purchase price of the products and shall be estab­lished in a U.S. bank accep­table to API. If any action is insti­tuted for collec­tion of invoice(s), the Buyer agrees to pay reco­very costs and attorney’s fees incurred by the Seller.
6. NONCAN­CEL­LA­TION ‑Buyer may not cancel or termi­nate for conve­ni­ence, or direct suspen­sion of manu­fac­ture, except with Seller’s written consent and then only upon terms that will compen­sate Seller for its engi­nee­ring, fabri­ca­tion and purcha­sing charges and any other costs rela­ting to such cancel­la­tion, termi­na­tion or suspen­sion, plus a reason­able amount for profit.
7. LIMI­TA­TION OF LIABI­LITY ‑NEITHER SELLER, NOR ITS SUPPLIERS SHALL BE LIABLE, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS INTENDED OR ESSEN­TIAL PURPOSES, TORT (INCLU­DING NEGLI­GENCE), STRICT LIABI­LITY, INDEM­NITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR COSTS OF CAPITAL OR OF SUBSTI­TUTE USE OR PERFOR­MANCE, OR FOR INDI­RECT, SPECIAL, LIQUI­DATED, INCI­DENTAL OR CONSE­QUEN­TIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR CLAIMS BY BUYER FOR DAMAGES OF BUYER’S CUSTO­MERS. SELLER’S MAXIMUM LIABI­LITY UNDER THIS CONTRACT SHALL BE THE CONTRACT PRICE. BUYER AND SELLER AGREE THAT THE EXCLU­SIONS AND LIMI­TA­TIONS SET FORTH IN THIS ARTICLE ARE SEPA­RATE AND INDE­PEN­DENT FROM ANY REME­DIES WHICH BUYER MAY HAVE HERE­UNDER AND SHALL BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REME­DIES SHALL BE DEEMED TO HAVE FAILED OF THEIR ESSEN­TIAL PURPOSE.
8. GOVER­NING LAW AND ASSIGN­MENT ‑The laws of the State of Mary­land shall govern the vali­dity, inter­pre­ta­tion and enfor­ce­ment of this contract, without regard to its conflicts of law princi­ples. The appli­ca­tion of the United Nations Conven­tion on Contracts for the Inter­na­tional Sale of Goods shall be excluded. Assign­ment may be made only with written consent of both parties; provided, however, Seller may assign to its affi­liate without Buyer’s consent.
9. ATTORNEY FEES ‑Buyer shall be liable to Seller for any attorney fees and costs incurred by Seller in enfor­cing any of its rights here­under.
10. DISPUTES ‑Either party may give the other party written notice of any dispute arising out of or rela­ting to this contract and not resolved in the normal course of busi­ness. The parties shall attempt in good faith to resolve such dispute promptly by nego­tia­tions between execu­tives who have autho­rity to settle the dispute. If the matter has not been resolved within 60 days of the notice, either party may initiate non-binding media­tion of the dispute. 11. STATUTE OF LIMI­TA­TIONS ‑To the extent permitted by appli­cable law, any lawsuit for breach of contract, inclu­ding breach of warranty, arising out of the tran­sac­tions covered by this contract, must be commenced not later than twelve (12) months from the date the cause of action accrued.
12. CHANGES IN LAWS AND REGU­LA­TIONS ‑Seller’s prices and timely perfor­mance are based on all appli­cable laws, rules, regu­la­tions, orders, codes, stan­dards or requi­re­ments of govern­mental autho­ri­ties effec­tive on the date of Seller’s proposal. Any change to any law, rule, regu­la­tion, order, code, stan­dard or requi­re­ment which requires any change here­under shall entitle Seller to an equi­table adjus­t­ment in the prices and any time of perfor­mance.
13. ORDER MODI­FI­CA­TIONS: Must be made in writing subject to API’s accep­t­ance. Any expense and/or delay resul­ting from such order modi­fi­ca­tions shall be the respon­si­bi­lity of the Purchaser and may affect deli­very.
14. UNEARNED DISCOUNTS: If the Purchaser does not accept deli­very of the blanket ordered quan­tity during the period speci­fied, the price involved for the products will be recal­cu­lated and invoiced to reflect the discount for the actual quan­tity deli­vered.
15. Instal­la­tion: If API speci­fies it will install the products, prices shown include the cost thereof, provided that the instal­la­tion can be performed during normal busi­ness hours. Any over­time charges or other special expenses shall be addi­tional charges to the prices shown. If trade unions, or unions, prevent API from performing the above work, the Purchaser shall make all required arran­ge­ments with the union, or unions to permit API’s comple­tion of said work. Any addi­tional cost related to such labor disputes shall be paid by the Purchaser. Purchaser shall, at its expense, provide all proper and necessary labor and mate­rials for uncra­ting and trans­por­ting the products from Purchaser’s recei­ving dock to Purchaser’s instal­la­tion site and for all prepa­ra­tions required for instal­la­tions. All such prepa­ra­tions shall be completed by the time of instal­la­tion and if necessary, safe space thereon for storage of products and equip­ment prior to instal­la­tion. It shall remain Purchaser’s respon­si­bi­lity to comply with appli­cable local regu­la­tions. Instal­la­tion shall be complete upon the conclu­sion of final checkout under API’s stan­dard proce­dures, or upon Purchaser’s signa­ture on API’s customer acknow­ledgment form, whichever first occurs. Notwith­stan­ding the fore­going, first use of the products by Purchaser for any purpose after deli­very, without the express written approval of API shall indi­cate comple­tion of instal­la­tion. Supple­ment to Stan­dard Terms and Condi­tions of Sale COMPLI­ANCE WITH EXPORT LAWS AND REGU­LA­TIONS (03/29/2005) Buyer agrees to comply with all appli­cable export laws and regu­la­tions rela­ting to the resale, expor­ta­tion, transfer, assign­ment, disposal or use of the goods, inclu­ding any export license requi­re­ments. Purchaser acknow­ledges that [SOC/Seller/Contractor/Consortium] is required to comply with appli­cable export laws and regu­la­tions rela­ting to the sale, expor­ta­tion, transfer, assign­ment, disposal, and usage of the [Work/Equipment/Services] provided under the Contract, inclu­ding any export license requi­re­ments. Purchaser agrees that such [Work/Equipment/Services] shall not at any time directly or indi­rectly be used, exported, sold, trans­ferred, assi­gned or other­wise disposed of in a manner which will result in non-compli­ance with such appli­cable export laws and regu­la­tions. It shall be a condi­tion of the conti­nuing perfor­mance by [SOC/Seller/Contractor/Consortium] of its obli­ga­tions here­under that compli­ance with such export laws and regu­la­tions be main­tained at all times. PURCHASER AGREES TO DEFEND AND INDEM­NIFY THE SELLER AGAINST ANY AND ALL CLAIMS, INCLU­DING ATTORNEY FEES, BY ANY PARTY, INCLU­DING BUT NOT LIMITED TO ALL CALIMS ARISING OUT OF THE USE OF THIS PRODUCT AND HOLD [SOC/SELLER/CONTRACTOR/CONSORTIUM] HARM­LESS FROM ANY AND ALL COSTS, LIABI­LI­TIES, PENAL­TIES, SANC­TIONS AND FINES RELATED TO NON-COMPLI­ANCE WITH APPLI­CABLE EXPORT LAWS AND REGU­LA­TIONS.

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