Geotest-Marvin Tests Systems, Inc. DISCLAIMERS
Privacy StatementUser ForumsSales Terms and ConditionsSupplier's Terms and ConditionsLong-Term Support
The following Terms and Conditions of Sales (hereinafter "T&C") are hereby incorporated
into all purchase orders received by Geotest-Marvin Test Systems, Inc. (hereinafter "Geotest")
from Customer. Customer and Geotest agree that the purchase and sales of Geotest's hardware and
software products (hereinafter "Products") are made under these T&C. Unless otherwise agreed to
by Geotest IN WRITING, Geotest shall not be bound by any additional and/or different T&C imposed
or required by Customer. Placing a purchase order with Geotest for Products or any other services
by the Customer constitutes acceptance of these T&C.
- TITLE. Title to the Products and risk from loss or damage shall pass to Customer at
EXW point (Irvine, CA). Notwithstanding the foregoing, Geotest shall retain a security interest and right
of possession in the Products until Customer makes full payment.
- TAXES. Product prices are exclusive of any and all applicable sales, use, service,
value added or like taxes which shall become the sole responsibility of Customer. All sales in California
shall be subject to applicable Sales Tax unless Customer has furnished Geotest, prior to Products' shipment,
a California Sales exemption certificate.
- PRICES AND QUOTATIONS. Unless other specified in writing, all quotations shall expire
thirty (30) days from date of issuance. Unless other specified in writing, prices quoted are only valid for
the Customer and location listed on the quotation.
- PAYMENTS. Payment terms are subject to Geotest credit approval. Unless otherwise
indicated in the quotation or separate written agreement between the Customer and Geotest, payment for
products is due Net 30 days from Geotest invoice date. All sums not paid when due shall accrue interest
at the monthly rate of 1.5% on the unpaid balance until paid in full. Geotest may change credit or payment
terms at anytime should customer’s financial condition or previous payment record so warrant. Customer
shall make payment in full prior to or upon delivery by cashier's check, wire transfer, credit card, money order
or if required by Geotest, Letter of Credit, if terms are not established. Geotest may discontinue performance
if Customer fails to pay any sum due, or fails to perform under this or any other Geotest agreement if, after
10 days written notice, the failure has not been cured. Payments for all orders shall be made in U.S. Dollars.
- ORDERS. All orders are subject to acceptance by Geotest. Orders shall be considered as
accepted by Geotest only when Geotest provides a Sales Order Confirmation to Customer.
- DELIVERY. Unless otherwise accepted by Geotest IN WRITING, all orders are EXW Irvine CA.
Customer shall pay all freight charges, applicable import duties, and other necessary fees and shall bear the
risks of loss, damage, and customs clearance. Any claims for shipment shortage shall be deemed waived unless
presented to Geotest in writing within thirty (30) days of shipment.
- EXPORT CONTROL. In the event the Customer exports or re-exports Geotest’s Products,
technology or technical data, Customer assumes sole responsibility for complying with applicable laws and
regulations, specifically including, but not limited to, the International Traffic in Arms Regulation (ITAR)
and the Export Administration Regulation, and for obtaining required export and import authorizations.
Geotest reserves the right not to ship Products ordered if, at any time, Geotest believes that such shipment
may violate U.S. export control laws.
- PRODUCT ACCEPTANCE. Any special acceptance procedure required by the Customer including
Source Inspection shall be agreed to in writing by Geotest and may be subject to an additional fee.
- LIMITED WARRANTY (HARDWARE). Geotest’s Hardware products are warranted against defects
in materials and workmanship for a period of 12 months from the date of purchase. Geotest shall repair or
replace, at Geotest’s discretion, any defective product during the warranty period provided that the damage
to the product is not a result of misuse or abuse and that the damage has been reported by Customer to
Geotest prior to the expiration of the warranty Period.
- LIMITED WARRANTY (SOFTWARE). Geotest’s Software products are warranted for a period of 12
months from the date of purchase. If properly installed, Geotest warrants that the product will perform
substantially in accordance with its specifications and that the media, which the software product is recorded
on, will be free from defects. The software warranty includes free upgrades for those software versions released
during the warranty period. All software products are licensed to Customer under the terms of the individual
End-User License Agreement (EULA) provided with the each software product.
- EXTENDED WARRANTY. Geotest offers extended Warranties for hardware and software products.
Contact Geotest’s Customer Sales Services (CSS) department for additional information.
- PRODUCT RETURN/CANCELLATION/CHANGE POLICY. Customer may return price list Products within
thirty (30) days of the Delivery Date for any reason whatsoever. Customer must contact Geotest’s Customer Technical
Services (CTS) department via phone, e-mail or M@GIC and request a Returned Material Authorization (RMA) prior to the
expiration of said 30-day period. Customer shall not be charged any restocking fee for such returns, provided that
Product is undamaged and in original packaging. Custom products and products not listed in Geotest’s price list are
NOT COVERED by this return policy. Such returns as well as returns after the expiration of the 30-day period, if
agreed to by Geotest, shall be subject to a restocking fee. Geotest may terminate any order if any representations
made by customer to Geotest are false or misleading. Customer cancellation of any order may be subject to a cancellation
fee. Changes to orders shall not be binding upon nor be put into effect by Geotest unless confirmed in writing by Geotest’s
- NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ABILITY OR
INABILITY TO USE, TITLE OR NONINFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING.
GEOTEST DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE
PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS
WILL BE UNINTERRUPTED OR ERROR FREE. GEOTEST EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN. GEOTEST’S PRODUCTS ARE NOT
INTENDED TO BE USED IN LIFE-SUPPORT APPLICATIONS AND ANY DEVIATION FROM THIS DIRECTIVE BECOMES THE SOLE RESPONSIBILITY OF CUSTOMER.
- NO LIABILITY FOR CONSEQUENTIAL DAMAGES. THE ENTIRE LIABILITY OF GEOTEST AND ITS REPRESENTATIVES AND
DISTRIBUTORS (INCLUDING THAT OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) IS SET FORTH ABOVE. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEOTEST AND ITS REPRESENTATIVES AND DISTRIBUTORS (INCLUDING THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, DIRECT, INDIRECT,
INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOST BUSINESS
INFORMATION, OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF GEOTEST HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE APPLICABLE PURCHASE PRICE OR LICENSE FEE FOR THE PRODUCTS
REFLECTS THIS ALLOCATION OF RISK. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT
ENFORCEABLE BECAUSE A GEOTEST PRODUCT SOLD OR LICENSED TO CUSTOMER IS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL, NON-APPEALABLE JUDGMENT TO BE DEFECTIVE AND TO HAVE DIRECTLY CAUSED BODILY INJURY, DEATH, OR PROPERTY DAMAGE, IN NO
EVENT SHALL GEOTEST'S LIABILITY FOR PROPERTY DAMAGE EXCEED THE FEES PAID FOR THE SPECIFIC PRODUCT THAT CAUSED SUCH DAMAGE.
- LIMITED INDEMNITY AGAINST INFRINGEMENT. Geotest shall, at its own expense, defend any litigation resulting
from sales of Products to the extent that such litigation alleges that the Products or any part thereof infringes any United
States patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination
with equipment or devices not made by Geotest or from modification of the Products, and further provided that Customer notifies
Geotest immediately upon its obtaining notice of such impending claim and cooperates fully with Geotest in preparing a defense.
If Customer provides to Geotest the authority, assistance, and information Geotest needs to defend or settle such claim, Geotest
shall pay any final award of damages in such suit and any expense Customer incurs at Geotest’s written request, but Geotest
shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and
the use thereof is enjoined, Geotest shall, at its option, either (i) procure for the Customer the right to use the Products,
(ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund
the payment(s) made therefor by Customer. The foregoing states the Customer’s sole remedy for, and Geotest’s entire liability
and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS
LIMITED INDEMITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLED WARRANTY AGAINST INFRINGEMENT.
- FORCE MAJEURE. In the event that Geotest is unable to perform its contractual obligations to the Customer
due to any cause beyond its reasonable control, Geotest’s shipping schedule may be extended without any penalty regardless of
the requirements of the contract or purchase order.
- ACCEPTANCE OF TERMS AND CONDITIONS. Customer hereby acknowledges reading these Terms and Conditions,
understanding them, and agreeing to be bound by them. A waiver of any provision of this agreement shall not be construed as a
waiver or modification of any other term hereof.
- GOVERNING LAW. Any dispute arising in connection with these T&C and/or the Customer’s purchase order shall
be governed by the laws of the State of California without regard to principles of conflicts of laws. Venue shall be in Orange