nextLEVEL Systems Corporation in Peoria, Arizona
These Terms and Conditions ("Terms") govern all quotes, orders, sales, and services provided by nextLEVEL Systems Corporation ("nextLEVEL," "we," "us") to its business customers ("Customer"), including hardware, software, adaptation/engineering services, and related deliverables in the field of test and automation technology. These Terms apply to business-to-business transactions; they are not intended for consumer transactions.
Any terms or conditions proposed by Customer that conflict with or add to these Terms are rejected unless we expressly agree to them in writing.
Quotes are valid for 30 days from the date of issue unless otherwise stated, and do not constitute a binding offer unless expressly marked as such. A contract is formed only upon our written order confirmation or, if earlier, when we begin performance.
Technical data, drawings, weights, and dimensions provided in catalogs, on our website, or in preliminary proposals are approximate unless expressly designated as binding.
Prices are as stated in the order confirmation, exclusive of applicable sales, use, or similar taxes, duties, and shipping charges, unless otherwise noted. Unless otherwise agreed in writing, invoices are due within 30 days of the invoice date.
Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. We may suspend further deliveries or services until overdue amounts are paid in full.
Delivery and completion dates are estimates unless expressly agreed as binding. We are not liable for delays caused by events beyond our reasonable control, including but not limited to supplier delays, material shortages, transportation disruptions, or force majeure events. In such cases, affected dates are extended by the duration of the delay plus a reasonable resumption period.
Title to goods passes to Customer upon full payment of the applicable purchase price; risk of loss passes upon delivery to the carrier (FOB origin), unless otherwise agreed in writing.
Where tooling, test adapters, fixtures, or similar items are custom-built for an order and separately invoiced to Customer, such items remain our property, even if invoiced, unless expressly agreed otherwise in writing, and are used exclusively to fulfill Customer's orders for as long as Customer remains in good standing under the applicable agreement.
Customer shall provide, in a timely manner, all information, specifications, samples, test units, and data reasonably required for us to perform the order. Delays resulting from Customer's failure to cooperate in a timely manner will extend agreed delivery and performance dates accordingly.
We warrant that products will be free from defects in material and workmanship under normal use for a period of 12 months from the date of delivery or acceptance, unless a different period is stated in the applicable order confirmation. Our sole obligation under this warranty, at our option, is to repair or replace the defective item, or to refund the purchase price for the defective item.
Customer must report any defect in writing promptly after discovery, and in any event within 7 business days for defects discoverable upon reasonable inspection. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
Nothing in these Terms limits liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, or bodily injury caused by a defective product to the extent required by applicable products liability law.
Each party agrees to use the other party's confidential information, including technical specifications, designs, and software, solely to perform under the applicable order, and to protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.
Where software is provided as part of an order, we grant Customer a non-exclusive, non-transferable license to use the software solely as needed to operate the delivered hardware or as otherwise agreed in writing. Except as expressly licensed, all intellectual property rights in our products, designs, and software remain our property or that of our licensors.
Customer shall comply with all applicable U.S. export control and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury, with respect to any products, software, or technical data provided under these Terms.
These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles, and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, for any dispute arising out of or relating to these Terms.
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. These Terms, together with the applicable order confirmation, constitute the entire agreement between the parties regarding their subject matter and supersede any prior or contemporaneous agreements on that subject matter.
