Standard Terms and Conditions of Sale

Warranty: All Instrument products (including but, not limited to Phase Noise Analyzers and RF Synthesizers) are warranted against defects in materials and workmanship for a period of three (3) years from the date of shipment. All RF Component products (including, but not limited to Amplifiers, Phase Detectors, Frequency Dividers, and Phase Shifters) are warranted against defects in materials and workmanship for a period of one (1) year from the date of shipment. Holzworth at its option will repair or replace products, or parts thereof, which have been properly used and maintained and returned with transportation charges prepaid. Repairs necessitated by misuse of the product are not covered by this warranty. No other warranties are expressed or implied. Holzworth is not liable for consequential or special damages. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS.

Returned Merchandise: Holzworth will not accept any returns without a Returned Material Authorization (RMA) number. The customer representative shall obtain the RMA number prior to shipping returns. All returned items shall be accompanied with a description of the failure or discrepancy and must be securely packed to reach Holzworth without damage.

Acceptance of Order: Orders are not binding until written acceptance by an officer of Holzworth.

Minimum Order: Any orders less than $100 net will be billed at $100.

Loss during Shipment: Unless otherwise agreed by the seller in writing, all sales are F.O.B. Holzworth Shipping Dock, Boulder, CO, USA. Risk of loss is passed to Buyer when goods are delivered to the carrier.

Cancellation, Reduction, and Rescheduling: Orders may not be canceled, reduced, or rescheduled without express written consent of Holzworth and are subject to payment of reasonable charges as Holzworth may specify (including but not limited to a 25% restocking charge, work in process, purchase commitments, amortized costs, tooling and production interruptions).

Confidential Information: Information supplied by Holzworth shall be considered proprietary and confidential unless otherwise covered by a written agreement executed by an officer of Holzworth.

Modifications: Any modifications in drawings, designs, specifications, method of shipment or any terms and conditions shall not be effective unless expressly agreed in writing by an authorized employee of Holzworth. All modifications are subject to equitable price adjustment.

Terms of payment: Unless specified otherwise in writing, payment terms are 30 days from date of invoice. Invoices for rentals are due upon receipt. All payments are in United States dollars. Holzworth reserves the right to require C.O.D. or other forms of payment guarantee such as letter of credit, or advance payment in the event the Buyer becomes delinquent or insolvent. Holzworth reserves the right to cancel orders in the event the Buyer becomes insolvent or bankrupt. When partial shipments are made, each payment becomes due accordingly. Holzworth may charge interest at the rate of 1.5% per month on all overdue bills.

Patent Indemnity: Buyer shall hold Holzworth and its affiliates harmless from and release and not make any claim or suit against Holzworth or its affiliates because of any suits, claims, losses, or other liability made against, or suffered by, Buyer or Holzworth or its affiliates 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 arising from, or occasioned by, Buyer’s use, possession, sale or delivery of the merchandise sold to Buyer by Holzworth or arising from compliance with the Buyer’s specifications or instructions responsible for any patent infringement liabilities or any unfair competition arising from compliance with Buyer’s specifications or instructions.

Delivery: Delivery dates are approximate. Deliveries shall be subject to, and contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in Holzworth’s usual sources of supply, governmental decrees or orders, or, without limiting the foregoing, any other delays beyond Holzworth’s reasonable control, and Holzworth shall not be liable for any loss or damage arising therefrom. Holzworth shall have the additional right, in the event of the happening of any of the above contingencies, at its option, to cancel this contract or any part thereof without any resulting liability. Shipments made within 20 days after specified date of delivery shall constitute a good delivery. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise.

Taxes: Unless noted otherwise, prices do not include any applicable taxes. All taxes are the responsibility of the Buyer.

Purchase Order: If this quotation is accepted and Buyer’s order form is used for the purpose, it is expressly understood and agreed that the terms and conditions herein set forth shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in such order form, and the issuance of such order by Buyer shall be deemed to note Buyer’s assent to the foregoing.

EXPORT CONTROLS:  If the US Department of Commerce determines that an export license is required for the export of any Holzworth products, the purchase orders for the product must be accompanied by a properly completed US form ITA-629, "Statement by Ultimate Consignee and Purchaser" and/ or an International Import Certificate issued by the government of the importing country, as applicable. Holzworth will require the completion of these documents in order to apply for an export license.  The export shipping dates quoted are contingent upon receipt of an export license. Buyers purchasing Holzworth products inside the USA with the intention to export, assume all responsibility for obtaining any required export authorization. Buyer shall not export, re-export, or transfer technical data or products supplied by Holzworth, directly or through other parties, to any country or user to which such export, re-export, or transfer is restricted by United States.

Equal Employment Opportunity and Affirmative Action: Holzworth Electronics, is an equal opportunity employer. This invoice incorporates by reference the following clauses, with the same force and effect as if they were provided in full text: 41C.F.R. Sec. 60-1-4 (a); 41 C.F.R. Sec 60-250,4 (a)-(I); and 41 C.F.R. Sec. 60-741,4 (a)-(e). Buyer agrees to comply with any and all applicable State and Local Government Equal Opportunity and Affirmative Action laws, including any and all statutes, rules, regulations, ordinances and other guidelines.

Governing Law: This agreement shall be governed by the laws of the State of New Jersey.

HOLZWORTH ELECTRONICS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY. WITHOUT LIMITING THE FOREGOING, HOLZWORTH ELECTRONICS DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

IN NO EVENT WILL HOLZWORTH ELECTRONICS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT.

TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID FOR PRODUCTS PURCHASED HEREUNDER. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.