TERMS AND CONDITIONS OF SALE – REV 03/2022

1. TERMS OF QUOTATION

1.1 Quotations are valid for a period of 30 calendar days from the day written unless otherwise stated on the quote.

1.2 Quoted prices do NOT INCLUDE freight, duties, taxes and other delivery costs. These additional costs will be added to Guided Wave’s invoice for any goods purchased. The Purchaser shall pay these amounts in addition to the price quoted for the products purchased.

1.3 All prices are quoted EX WORKS, Rancho Cordova, California, U.S.A. and are quoted in U.S. dollars.

1.4 Guided Wave reserves the right to substitute more recent versions of software and hardware items for those described in a quotation when performance is comparable or better than that of the versions quoted.

1.5 Orders placed in response to quotations are not valid unless accepted in writing by Guided Wave. GUIDED WAVE’S AGENT HAS NO AUTHORITY TO BIND THE CORPORATION WHETHER VERBALLY OR IN WRITING WITHOUT WRITTEN APPROVAL FROM GUIDED WAVE.

2. TERMS OF PAYMENT

2.1 All Payment Terms are PENDING CREDIT APPROVAL.

2.1.1 Unless otherwise stated on the quote, Payment Terms are due in U.S. dollars (unless otherwise specified on the sales acknowledgement) within 30 calendar days of invoice on orders for goods and services with total value less than $50,000.

2.1.2 Unless otherwise stated on the quote, orders for goods and services with total value $50,000 or more the terms are 30% due on placement of the order and the balance due within 30 calendar days of invoice. Invoices will issue when an order or partial order is shipped. Invoices for partial shipments shall be prorated on the value of the product shipped.

2.2 Quoted prices do not include freight, duties, taxes and other delivery costs. All such freight, duties, taxes and other delivery costs, present and future, incurred by Guided Wave as a result of the shipment, installation or sale of goods covered by this agreement shall be paid by the Purchaser.

2.3 When shipments are delayed by the Purchaser, the invoice to Purchaser will issue on the day the order was scheduled to ship under the original purchase order or the day the order is ready for shipment from Guided Wave, whichever day comes later. The Terms of Section 2.1 shall apply to payment of these invoices.

2.4 All invoiced amounts that are not paid when due shall bear interest at the rate of 1.5% per month.

2.5 Orders with a value less than $250.00 may be assessed an order processing charge of $50.00 in addition to actual shipping costs and any applicable taxes.

3. TITLE AND RISK OF LOSS

3.1 Title to products and risk of loss passes from Guided Wave to Purchaser on shipment from Guided Wave’s facility with the exception of software. Title to software shall remain with the applicable licensor(s).

3.2 Claims for concealed damage must be reported by the Purchaser to the carrier and to Guided Wave within fifteen (15) calendar days from date of delivery.

3.3 Claims for missing items must be reported by the Purchaser to Guided Wave within fifteen (15) calendar days from date of delivery.

4. WARRANTY

4.1 Guided Wave warrants all new equipment manufactured by it or bearing its nameplate, except software, to be free from defects in workmanship and material, under normal use and service, for a period of twenty-four months (24 months) from the date of receipt by the customer. Should any product prove to be defective in materials or workmanship during the term of this warranty Guided Wave shall correct the deficiency at no charge to the Purchaser. Wetted parts are not warranted against failures caused by corrosion, chemical attack, mechanical abuse or misuse except in the case that defective material of construction, a material of construction other than that specified in the sales agreement, or faulty workmanship is demonstrated. Guided Wave may correct the deficiency by replacing the defective product, repairing it at the customer’s site or by repairing it at another facility, the choice of remedy being made by Guided Wave in its sole discretion.

4.2 Guided Wave warrants software products to conform to all specifications and features presented by Guided Wave in its written quotation for a period of three (3) months from the date of installation or six (6) months from the date of shipment, whichever date comes first.

4.3 Guided Wave’s liability for damages for any claimed defect shall in no event exceed the purchase price of the product. The foregoing warranty is exclusive. All other warranties whether express or implied or arising by operation of law, course of deal, usage of trade or otherwise are excluded. The only warranties of merchantability and fitness for purpose are those expressed above and THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. Guided Wave shall not be liable for any penalty or for any special or consequential damages, such as loss of profits or revenue, loss of other equipment, down-time costs, costs associated with the removal of the equipment from service or reinstallation or disassembly or reassembly, or for claims of third parties against the Purchaser. Guided Wave shall not be liable for any Travel related charges in connection with this Warranty.

5. TERM OF SERVICES

5.1 Guided Wave’s obligation to provide installation and start-up services purchased with equipment shall expire on the day the Purchaser acknowledges that the equipment is installed and functional. If Guided Wave is unable to complete installation and start-up due to failure of the plant to prepare a suitable site for installation, provide required utilities, provide laboratory support for analyzer calibration or any other essential function under Purchaser’s control then Guided Wave’s obligation to provide the installation and start-up services shall expire three years (3 years) from the day the equipment is shipped. Guided Wave will not be liable for refund of any payment or part of a payment made for start-up services that were not completed within the three year time limit.

5.2 Guided Wave may, in its sole discretion, choose to meet installation and start-up obligations through use of its own employees, employees of affiliates or subcontractors.

5.3 Guided Wave employees and sub-contractors have the right to refuse to enter any facility or area in which, in their opinion, it would be unsafe to perform the intended services. Guided Wave shall not bear any liability nor incur any penalty for cost of delays resulting from such refusal.

6. RETURNED PRODUCTS

No product shall be returned without prior written approval from Guided Wave. Products returned without complete identification in accordance with our instructions or without charges prepaid will not be accepted. Guided Wave reserves the right to refuse any products returned for credit that have been delivered more than 180 days prior to the request. All Final Sale products cannot be returned. Products need to be returned in like-new condition. Products that are damaged, contaminated, dented, scratched or missing major contents may be denied a return. Probes that have been put into service and exposed to chemicals may be denied a return. If probe return has been approved, the probe(s) shall (1) be cleaned to remove residual process materials before they are returned and (2) be accompanied by a Material Safety Data Sheet (MSDS) for the process materials they have been in contact with. In the event any materials are accepted for return under the terms of this paragraph, there will be a restocking charge of 25%.

7. RESCHEDULING

Rescheduling of date of delivery specified on a purchase agreement by the Purchaser shall require agreement in writing from the Corporation and renegotiation of the price and escalation terms to reasonably cover additional cost and commitment occasioned by the change. Delivery commitments made by Guided Wave are based upon complete specifications and/or information supplied by the Purchaser with the order and upon prompt return of approval drawings (if required by Purchaser) by the date stipulated by Guided Wave. Rescheduling of the purchase agreement by Guided Wave as a result of the Purchaser not meeting the above, shall require renegotiation of price and escalation terms to reasonably cover additional costs and commitments occasioned by the delay.

8. DRAWING APPROVAL AND CHANGES

Drawing Approval assures the Purchaser that Guided Wave has designed the product in accordance with the Purchaser’s specifications. If it is found at Drawing Approval that Guided Wave has failed to design the product in accordance with the Purchaser’s specifications, Guided Wave will, at its own expense, make the appropriate changes. Where Purchaser’s specifications are not definitive, Guided Wave reserves the right to design the product consistent with, in Guided Wave’s judgement, good commercial practice. If at Drawing Approval, the Purchaser makes changes outside of the design as covered in its specifications, the agreement shall be subject to renegotiation of the price terms and delivery to reasonably cover any additional cost and commitments occasioned by change. Changes made to a purchase agreement by the Purchaser prior to approval of the drawings shall also subject the agreement to the same renegotiation. Any changes by the Purchaser, occurring after engineering is completed, or entry of the order into manufacturing, will result in appropriately greater cost and delivery delays.

9. TERMINATION

After acceptance of an order by Guided Wave, the purchase agreement shall not be terminated, in whole or in part, by the Purchaser except by agreement in writing from Guided Wave and any such agreement will be contingent upon payment of reasonable charges based upon expenses already incurred and commitments made by Guided Wave for indirect costs resulting from the termination.

10. CHANGES TO AGREEMENT

Acceptance of an offer by Guided Wave to sell to Purchaser must be on these Terms and Conditions of Sale and to any special terms of sale which may be included on Guided Wave’s quotations and acknowledgements. No oral or written modification of, or addition to, the foregoing terms of sale and shipment, nor any conflicting terms or conditions incorporated in Purchaser’s order or acceptance are a part of the sales agreement unless specifically agreed to by Guided Wave in writing and signed by a duly authorized representative of the Corporation. Notice of objection to any additional or different terms and conditions furnished by Purchaser is hereby given.

11. INDEMNIFICATION

11.1 Purchaser shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. Guided Wave makes no promise or representation that the products or services will conform to any federal, state or local laws, ordinances, regulations, codes or standards except as specified in writing in the Purchase agreement.

11.2 Purchaser shall defend, indemnify and hold harmless Guided Wave and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense arising out of or in connection with any injury, disease or death of persons or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Purchaser or of the information, designs, services or other work supplied to Purchaser, whether caused by the concurrent and/or contributory negligence of Purchaser, Guided Wave, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of the sales agreement.

12. ASSIGNMENT
No order or sales agreement shall be assigned to any other party without the prior written consent of Guided Wave and Purchaser.

13. SEVERABILITY
If any part of a sales agreement is determined by competent authorities to be invalid, the remainder shall be applied to the greatest extent allowed by law and, if necessary to avoid invalidity, shall be construed as if the invalid portions had been omitted.

14. TYPOGRAPHICAL ERRORS
Guided Wave reserves the right to correct all typographical or clerical errors which may be present in the prices or specifications in this proposal.

15. FORCE MAJEURE
Guided Wave shall not be liable for loss, damage, detention or delay caused by fire, strike, civil or military authority, insurrection or riot, or for any other causes beyond its reasonable control.

16 PROPRIETARY RIGHT OF SOFTWARE
Guided Wave has the proprietary right for Guided Wave produced software supplied to the Purchaser in any form. Users are only granted the right to use the supplied software for the supplied equipment and not entitled to use it for other purpose.

17 APPLICABLE LAW
All orders and agreements shall be construed and governed by the laws of the State of California.

18 CHANGE TO TERMS
Guided Wave reserves the right, in its sole discretion, to change the Terms under which their products are offered. The most current version of the Terms will supersede all previous versions. Guided Wave encourages you to review our Terms periodically to stay informed of any changes.