Terms & Conditions of sale

TERMS AND CONDITIONS OF SALE

1.0 Sale of Goods, Services and Supplied Software

The sale of goods, services and supplied software by the Seller is made according to the following terms and conditions (this “Agreement”).

1.2 Definitions

Buyer: means the person or company that accepts the Seller’s quotation for the sale of Goods.

Goods: means the goods, including any parts for them, or servicing or calibration there of, that the Seller is to supply in accordance with this Agreement.

Seller: Colby Instruments, a trade name of Terra Global Solutions LLC, a Washington limited liability company with its principal place of business at 15375 SE 30th Place, Suite 320, Bellevue, Washington 98007, USA.

2.0 Warranties and Limitation of Warranty

2.1 Seller warrants that the Goods sold shall remain free from defects in workmanship and material for a period of one (1) year from the date of shipment. This period may be extended up to three (3) years under special circumstances, when confirmed in writing by the Seller.

2.2 The warranty applies only if the Goods are used in accordance with the Seller’s instructions and within their rated specifications.

2.3 The warranty extends only to the repair or replacement of defective Goods, at the Seller’s discretion. The Seller’s liability under this warranty shall not exceed the sale price of the Goods. All transportation charges associated with any warranty repair (including freight to and from the Seller’s facility) shall be borne by the Buyer, unless otherwise agreed in writing.

2.4 Software. Any software embedded in the Goods is used by the Buyer at the Buyer's own risk. No warranty is made by the Seller that such software is free of defects, nor that it will be compatible with any browser or system used to access it. The Seller will nonetheless use reasonable efforts to remedy any software problems reported by the Buyer, subject to Section 7.

2.5 The warranty applies only to the Goods sold by the Seller. In no event shall the Seller be liable for any consequential, incidental, special, or indirect damages, including but not limited to loss of profits, loss of use, or loss of data, arising out of or in connection with the Goods or this Agreement.

2.6 Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED UNDER THE WASHINGTON UNIFORM COMMERCIAL CODE (RCW 62A).

2.7 Force Majeure. Any occurrence of fire, theft, explosion, flood, pandemic, riot, strike, labor dispute, governmental action (including export control restrictions), or any other event beyond the Seller’s reasonable control shall not constitute grounds for a warranty claim by the Buyer, nor shall it give rise to liability on the part of the Seller for delay or failure to perform.

3.0 Terms

3.1 Payment. Unless otherwise stated in the Seller’s quotation, all sales are 50% deposit due upon acceptance of Purchase Order. The remaining 50% balance is due prior to shipment of the goods. Where credit terms are extended by the Seller, such terms are net thirty (30) days from the date of invoice. Any warranty granted under Section 2 is automatically forfeited if payment is made late. Interest at a rate of 1.5% per month (or the maximum rate permitted by Washington law, if lower) may be charged on any outstanding balance.

3.2 Taxes. All prices quoted are exclusive of any applicable federal, state, or local sales, use, excise, or similar taxes, and exclusive of any customs duties, tariffs, or import/export fees. Any such taxes, duties, or fees applicable to the sale shall be the responsibility of the Buyer, unless the Buyer furnishes the Seller with a valid tax-exemption certificate prior to shipment.

3.3 Delivery Dates. All delivery dates are approximate. The Seller will use reasonable efforts to deliver the Goods on time but shall not be liable for any delay in delivery, however caused. The Seller reserves the right to deliver the Goods in partial shipments.

3.4 Shipment; Risk of Loss. Unless otherwise agreed in writing, shipment is FOB Seller’s facility (Bellevue, Washington), and risk of loss or damage to the Goods passes to the Buyer upon delivery of the Goods to the carrier. The Buyer is encouraged to obtain insurance covering the Goods in transit.

3.5 Retention of Title. Title to the Goods does not pass to the Buyer until the Seller has received payment in full for the Goods, notwithstanding delivery and the passage of risk of loss under Section 3.4.

3.6 Rejection of Goods by Buyer. The Buyer may not reject any Goods unless the non-conformity is substantial. A non-conformity affecting one part of a shipment shall not entitle the Buyer to reject the entire shipment. No rejection may be made by the Buyer, for any reason, with respect to Goods that were custom-designed or custom-built for the Buyer (“Specials”); all risk with respect to Specials is borne by the Buyer.

4.0 Order Acceptance and Cancellation

The Buyer is deemed to accept these Terms and Conditions of Sale upon placing an order with the Seller. All orders received by the Seller, are governed by the Seller’s quotation or then-current price list and by this Agreement in its entirety. A cancellation fee may apply if an order is cancelled within five (5) days of being placed. No cancellation is permitted after five (5) days unless confirmed in writing by the Seller. Specials (Goods custom-designed or custom-built for the Buyer) may not be cancelled for any reason once production has commenced.

5.0 Buyer Insolvency

In the event of the Buyer’s insolvency, bankruptcy, assignment for the benefit of creditors, or the appointment of a receiver or trustee for the Buyer’s assets, the Seller reserves the right to cancel any outstanding contracts with the Buyer and to recover any Goods for which payment has not been received in full.

6.0 General Provisions

6.1 Assignment. The Buyer may not assign or transfer its rights under this Agreement to any other party without the prior written consent of the Seller.

6.2 Headings. Paragraph headings are used for convenience only and do not affect the interpretation of this Agreement.

6.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

6.4 Notices. Communications between the Seller and the Buyer shall be by email. Notice given by the Seller is deemed received by the Buyer three (3) days after being sent, unless the Seller receives a rejection notice. No communication to the Seller is deemed received unless acknowledged by the Seller in writing.

6.5 No Waiver. The Seller may, at its discretion, relax or waive any part of this Agreement in a given instance. Such relaxation or waiver does not constitute a waiver of any other provision, nor a waiver of the same provision on any future occasion.

6.6 Export Compliance. The Goods, including any software embedded within them, and any related technical data, are subject to U.S. export control laws, including the Export Administration Regulations (EAR). The Goods are classified as EAR99 and are not subject to the International Traffic in Arms Regulations (ITAR). Because the Software is embedded in and inseparable from the Goods, any export, re-export, or transfer of the Goods necessarily includes the Software. Notwithstanding their EAR99 classification, the Buyer shall not export, re-export, or transfer the Goods or Software to any restricted or embargoed destination, to any party on a U.S. government restricted-party list, or for any prohibited end use, without any required U.S. government authorization. The Buyer shall comply with all applicable export and re-export control laws in connection with its use, resale, or transfer of the Goods.

6.7 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, USA for any dispute arising out of or relating to this Agreement.

6.8 Entire Agreement. This Agreement, together with the Seller’s quotation, constitutes the entire agreement between the parties with respect to the sale of the Goods and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.

Terra Global Solutions LLC dba Colby Instruments designs and manufactures precision RF and microwave test instrumentation, including trombone delay lines, phase shifters, switches, and related components and systems for the aerospace, defense, communications, and electronics industries.

7.0 Software License Agreement

The copyright in the software embedded within the Instrument, including any software accessed via the Instrument's onboard web interface (the "Software"), is owned by Terra Global Solutions LLC (the "Owner"). The Software resides on flash memory within the Instrument and is not supplied to the Buyer as separate media or as a download. The Software is provided to the end user as a non-exclusive license under the terms of this Agreement, solely for use in connection with the Instrument on which it is installed.

7.1 License. The Buyer is permitted to access and use the Software solely as embedded within the Instrument, via the Instrument's built-in web interface, using a standard web browser on a computer owned by the Buyer at the Buyer's premises. No separate installation of the Software onto the Buyer's computer is permitted or required.

7.2 Restrictions. The Buyer is not permitted to extract, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble, or create derivative works based on the whole or any part of the Software or its associated documentation, nor to sell, rent, lease, sublicense, or loan the Software separately from the Instrument, nor to use, reproduce, or otherwise deal in the Software except as expressly permitted by this Agreement.

7.3 Acceptance. The Buyer is deemed to have accepted the terms of this Agreement upon first accessing the Software via the Instrument's web interface.

7.4 Term. This license remains effective for as long as the Buyer retains possession of the Instrument, until terminated by the Owner for the Buyer's failure to comply with this Agreement, or until the Instrument is returned, sold, or otherwise disposed of by the Buyer. Upon termination, the Buyer agrees to cease all use of the Software.

7.5 Ownership. The Buyer owns the physical Instrument but not the Software embedded within it. The Owner retains ownership of the Software as recorded on the Instrument's flash memory, regardless of form. This license applies to the grant of the license only, and not to the contract of sale of the Instrument itself.

7.6 Permitted Use. The Buyer may use the Software only for purposes of its own business and only in connection with the Instrument on which it is embedded.

7.7 Updates. The Software is not user-updatable. Any updates to the Software require the Instrument to be returned to the Owner or an authorized service center. The Owner is under no obligation to provide updates.

7.8 Assignment. The Buyer's rights and obligations under this license may not be assigned or delegated without the Owner's prior written consent, except where the license transfers automatically with a permitted transfer of the Instrument itself.

7.9 Liability. While the Owner has taken reasonable steps to ensure the correct operation of the Software, the Owner does not warrant that the Software, or any information contained in or shown by the Software, will meet the Buyer's requirements, be error-free, operate without interruption, or that defects will be corrected. The Buyer accesses and uses the Software at its own risk. In no event will the Owner be liable to the Buyer for any loss or damage of any kind, including loss of profits or other consequential loss, arising from the Buyer's use of, or inability to use, the Software, or from errors or deficiencies in it, whether caused by negligence or otherwise.

7.10 Entire Terms. The express terms of this license are in lieu of all warranties, conditions, undertakings, terms, and obligations implied by statute, common law, trade usage, course of dealing, or otherwise, all of which are hereby excluded to the fullest extent permitted by law.