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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. Title and risk of ownership shall pass to Buyer upon tender of delivery of goods to Buyer or Buyer’s carrier;
  7. 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.

  8. 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.
  9. 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.
  10. 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.