Terms and Conditions

SCIMETRICS LIMITED CORP. SALES ORDER TERMS AND CONDITIONS

Scimetrics Limited Corp. as Seller does not accept any terms and conditions other than those contained in this written Contract between Buyer and Scimetrics for goods or services sold hereunder. Tender of delivery of goods or services to Buyer, a carrier, or Buyer’s agent shall constitute agreement to these terms and conditions and acceptance of goods or services by Buyer.

Scimetrics’ prices and terms in effect at time of shipment shall govern, unless otherwise agreed. Payment shall be in US dollars, net 30 days from the date of this invoice, or as the parties otherwise agree in writing. Buyer shall set the retail price of the product sold hereunder, and not Scimetrics.
In addition to the purchase price, Buyer shall pay to Scimetrics all governmental taxes, excise tax, and/or other charges (except taxes on or measured by net income of Scimetrics) that Scimetrics may be required to pay with respect to the sale or transportation of any goods tendered for delivery hereunder, except where otherwise agreed and where the law otherwise provides.
Scimetrics’ tender of delivery of goods hereunder shall be an unqualified acceptance and waiver by Buyer, of any and all claims with respect to such goods unless Buyer gives Scimetrics written notice of a claim within fifteen (15) days after such tender. Buyer assumes all risks and liability for the results obtained by the use of goods delivered hereunder whether or not used in combination with similar or dissimilar products.
Goods will be shipped only on instructions from Buyer. If Buyer has two or more Contracts in effect at the same time, shipping instructions will be treated as relating to the earlier Contract.
Remittance shall be made to Scimetrics at Scimetrics’ designated address; provided, in addition, as collateral security for the prompt and complete payment and performance when due of all the obligations of this Contract, and to induce Scimetrics to enter into this Contract, Buyer hereby assigns and pledges to Scimetrics, and hereby grants to Scimetrics a first priority security interest in, all Buyer’s right, title and interest in and to the goods and proceeds thereon as collateral.
Title and risk of ownership shall pass to Buyer upon tender of delivery of goods to Buyer or Buyer’s carrier;
Limitation of Liability: In the event of a dispute between Buyer and Scimetrics, or a dispute involving any third party, Scimetrics shall not be liable to Buyer or any third party for special, incidental, or consequential damages, or for damages in the nature of penalties or for punitive damages. Scimetrics shall not be liable to Buyer, its licensees, employees, servants, or agents, by way of indemnification or contribution, or to customers of Buyer, if any, or any third party, for any damages, sums of money, loss of profits, claims or demands whatsoever, resulting from or by reason of, or arising out of the use or misuse, or the failure to follow warnings or instructions for use, of the goods sold by Scimetrics to Buyer. Buyer’s or user’s exclusive remedy, and Scimetrics total liability to Buyer shall be for damages not exceeding the purchase price of the goods with respect to which such claims are made.
Warranty Disclaimer: The goods sold under this Contract are furnished “as is” by Scimetrics. Except as specifically agreed in writing, Scimetrics makes no warranties, guarantees, or representations of any kind to Buyer or user, or to any third party, either express or implied, orally or in writing, or by usage of trade, statutory or otherwise, with regard to the goods sold, including, but not limited to warranties of merchantability, fitness for a particular purpose, or use or eligibility of the goods for any particular trade usage.
In any dispute between Buyer or user and Scimetrics, the validity, interpretation and performance of this Contract with respect to this Contract or to goods sold or tendered for delivery, shall be governed by the internal laws of the state of Colorado, USA, disregarding any conflicts of law principles that may require the application of the laws of another jurisdiction; and the State courts in the City of Ft. Collins, Colorado, and the Federal courts in the State of Colorado, as the case may be, shall have exclusive jurisdiction over any proceeding seeking to enforce any provision of, or based upon any right arising out of, this Contract. The parties hereby irrevocably (i) submit themselves to the personal jurisdiction of such courts, (ii) agree to service of such courts’ process upon them with respect to any such proceeding, (iii) waive any objection to venue laid therein and (iv) consent to service of process by registered mail, return receipt requested. This Contract shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods.
This written Contract contains all of the representations and agreements between Buyer or user and Scimetrics, except as may be in addition to any label warnings or use requirements or restrictions, and this Contract shall not be altered or amended, or deemed to be altered or amended, by any representation or statement of an agent or employee of Scimetrics, nor by usage of trade, course of dealing, or course of performance between or by Buyer or user and Scimetrics. The terms and conditions of this Contract may be amended only in writing signed by an officer or duly appointed agent of Scimetrics with explicit authority. No person or agent on behalf of Scimetrics has any authority to make recommendations contrary to those on the label of the goods sold.

SCIMETRICS LIMITED CORP. PURCHASE ORDER TERMS AND CONDITIONS

CONTRACT: This Purchase Order constitutes an offer by SCIMETRICS LIMITED CORP., as the Buyer of the goods or services to purchase the goods and/or services specified upon the terms and conditions and at the price(s) and with the delivery dates(s) stated herein and is not an acceptance of any offer by Seller to sell. Seller shall indicate its acceptance of this offer by verbal acceptance, by written acceptance on the face hereof or other written confirmation, by commencing delivery or work on this Purchase Order in any manner, or by delivering the goods or performing the services. This Purchase Order, together with the documents attached or incorporated by reference, shall constitute the final and complete agreement of the parties and may not be modified or rescinded except by a written change order issued by Buyer. No terms stated by Seller in its proposal or in accepting or acknowledging this Purchase Order shall be binding; and Seller is notified of Buyer’s objection to and rejection of any additional or different terms in Seller’s quotation, acknowledgment, invoice or other forms. Buyer’s Purchase Order expressly limits acceptance to the terms and conditions contained herein, and notice of objection to any different or additional terms in any response is hereby given. If this Purchase Order is construed as an acceptance of an offer, this acceptance is expressly conditioned upon the offerer’s assent to any different or additional terms contained in this Purchase Order or any attachments or exhibits thereto. If this Purchase Order is construed as a confirmation of an existing non-written contract, the parties agree that this confirmation states the exclusive terms of such contract between the parties. The parties further agree that this Purchase Order, when used by the parties to place orders for goods or services in conjunction with or pursuant to a written contract, shall be construed to supplement the terms of such written contract to the extent that the terms of this Purchase order are not inconsistent with such written contract. Regardless of its construction, this Purchase Order incorporates by reference all terms of the Uniform Commercial Code providing any protection to Buyer, including, but not limited to, all warranty protection (express or implied) and all of Buyer’s remedies under the UCC.
WARRANTY: Seller warrants title to goods sold hereunder, to be free and clear of all liens, encumbrances and/or colorable claims, and that all goods and/or services shall be of merchantable quality, free from defects in material, design and workmanship, shall be fit for the particular purposes intended, and shall conform to all requirements of this Purchase Order including without limitations, all specifications, samples, drawings and plans, if any, and shall be performed in a sound, professional and competent manner. Seller warrants that in furnishing the items described above which are, or may become, subject to the provisions of the Federal Insecticide, Fungicide, and Rodenticide Act, as amended, and the Federal Food, Drug and Cosmetic Act, as amended, it will furnish no item which is adulterated or misbranded within the meaning of either such Act, or is an article which may not, under the provisions of Section 404 or 505 of this FDCA, be introduced into interstate commerce. Seller further warrants that items described are not articles, which cannot be legally transported or sold under the provisions of any federal, state or local law and are not misbranded within the meaning of any federal, state or local law, when bearing labels affixed by Seller.
PRODUCT UNIFORMITY: Seller shall not make any changes in the goods that may alter properties, impurities, specifications, dimensions, or any other characteristics of the goods.
INDEMNITY: Seller agrees to defend, indemnify, and save harmless Buyer from any loss, cost, damage, claim or expense, including reasonable attorney’s fees, of any nature including, but not limited to, any claim of death or injury to persons or damage to property, arising out of, or related in any way, directly or indirectly to, the goods and/or services supplied hereunder, including, without limitation, defects in design, materials, workmanship or manufacture, regardless of whose actions, omissions, or negligence may have caused the incident, except where such loss, cost, damage, claim or expense results from the sole negligence of Buyer. All indemnification afforded to Buyer shall also extend to any affiliate of Buyer.
INFRINGEMENT: Seller warrants that the use or sale of goods and/or services shall not infringe any United States patent claims, trademarks or other intellectual property rights. Seller shall indemnify and hold harmless Buyer from all expenses, including attorney’s fees, claims and liabilities arising out of a breach of this warranty.
REJECTION AND REVOCATION OF ACCEPTANCE: Buyer shall have a reasonable opportunity to inspect goods and reject them if they fail to conform to the requirements of this Purchase Order or the description on any product label, and to revoke its acceptance of them where appropriate. With regard to goods that are rejected or for which acceptance has been revoked, Buyer, at its option and at the expense and risk of Seller, may return such goods to Seller or store them until Seller provides instructions for disposal. Payment for goods without reasonable opportunity to inspect the same shall not constitute acceptance.
SHIPMENT: Seller’s performance shall be in strict conformance with the delivery and other time provisions specified in this Purchase Order. Time is of the essence. If Seller fails to perform according to the terms of this Purchase Order within the required time, Buyer may cancel this Purchase Order and purchase the goods and/or services elsewhere, and hold Seller liable for any costs or damages incurred. Seller shall forward notice of shipment of goods to Buyer within twenty-four hours, and such notice is an express condition to Buyer’s duties under this Purchase Order. The original Bill of Lading must accompany the invoice and be mailed in accordance with the instructions on the face of this Purchase Order. Complete packing lists must accompany each shipment. Separate invoices are required for each Purchase Order and for each shipment when partial deliveries are made.
TAXES: Any applicable federal, state or local taxes related to the manufacture of goods sold herein are included in the Purchase Order price and shall be paid by Seller.
FORCE MAJEURE: No liability shall result from delay in performance, or non-performance, caused by circumstances beyond the reasonable control and without the fault or negligence of the party affected, including, but not limited to, Acts of God, fire, flood, war, Government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, or pandemic. The curing of any delay in performance or non-performance as a result of the causes described in the foregoing sentence shall be prosecuted with due diligence by the affected party and shall include reasonable updates as to the status of such condition and its expected impact on the ability to perform under this Purchase Order. At Buyer’s option, quantities so affected by the causes described in the first sentence of this paragraph may be eliminated from this Purchase Order without liability, but this Purchase Order remains otherwise unaffected.
CONFIDENTIALITY: All drawings, plans, specifications or other documents, data or information furnished by Buyer to Seller, orally or in writing, shall be treated as confidential by Seller. Seller shall not make any commercial use thereof except in performance of this Purchase Order. Seller shall not disclose such information to anyone before or after performance of this Purchase Order without having obtained the written consent of Buyer. All such drawings, plans, specifications or other documents, data or information shall be returned to Buyer upon request.
GOVERNMENTAL LAWS: Seller warrants that the goods and/or services shall comply with all applicable laws, standards and regulations, whether governmental or industrial, in effect on the date of delivery or known in the industry to become effective after such date.
ASSIGNMENT: This Purchase Order shall not be assigned by Seller without Buyer’s prior written consent. Seller shall not subcontract all or any part of its performance of this Purchase Order to another party without Buyer’s prior written consent. No assignment or subcontracting by Seller, with or without Buyer’s consent, shall relieve Seller of any obligations under this Purchase Order.
APPLICABLE LAW: The validity, interpretation, and performance of this order shall be governed by the law of the State in which this Purchase Order is issued by Buyer, without regard to its principles of conflicts of laws.
CHANGES: Buyer may direct Seller to make changes in the goods and/or services ordered including, without limitation, reasonable changes to quantities or delivery dates, or changes in the requirements of the drawings, specifications or instructions. Seller shall promptly review such changes and within five (5) days inform Buyer of any changes in Seller’s cost of performance or delay in delivery. Upon mutual agreement as to any price or delivery changes, Buyer shall issue a written change order. In the event Seller shall fail to comply with this procedure, Seller shall be deemed to have waived all claims for increased cost or extension of time of performance.
SUSPENSION OR TERMINATION: Buyer, for its convenience, shall have the right to suspend or terminate Seller’s work hereunder, or any part thereof, including delivery upon notice to Seller. Seller shall promptly comply with Buyer’s instructions to minimize the cost to Buyer and to Seller. In the event of suspension for convenience, Seller shall be entitled to recover only its uncompensated actual direct costs resulting from any suspension. In the event of termination for convenience, Seller shall be entitled to recover only its uncompensated actual direct costs incurred prior to the date of Buyer’s termination, plus those actual direct costs arising from Buyer’s termination, provided that in no event shall the total price paid by the Buyer exceed the price(s) specified in this Purchase Order. Any cost claimed by Seller under this Article shall be subject to the audit and approval of Buyer. Upon termination, the goods shall become the property of Buyer in their then state of completion.
WAIVER: Buyer’s waiver of any breach by Seller of any of the provisions of this Purchase Order shall not constitute a waiver of any other breach of the same or any other provision. Buyer’s rights and remedies under any provision of this Purchase Order shall be in addition to, and not in substitution or limitation of, any other rights or remedies available to Buyer under applicable law.
LOST PROFIT: In no event shall Buyer be responsible for any consequential damages including, but not limited to, Seller’s loss of actual or anticipated profits arising out of, or resulting from, this Purchase Order or from the performances, suspension, termination or breach hereof.
HEADINGS AND SEVERABILITY: In the event that any provision contained herein is held to be invalid or unlawful, such provision shall be severable from the remaining provisions of this Purchase Order, which shall remain in full force and effect.