Antaya Technologies Corporation’s Standard Terms and Conditions of Sale are exclusive and apply to all purchase orders accepted by Antaya Technologies Corporation, (the "Seller") and represent sole and exclusive terms upon which Seller will sell Products to Buyer. Standard Terms and Conditions may be accessed at http://www.antaya.com/terms.htm a copy of which may be requested from Antaya Technologies. Seller's quotation, drawing, invoice, order acknowledgement or other correspondence, does not incorporate or assent to any terms and conditions proposed by Buyer in any Request for Quotation or other communication. Any additional or different terms and conditions proposed by Buyer are unacceptable to Antaya Technologies, are expressly rejected by Antaya Technologies, and shall not be binding upon Antaya Technologies unless accepted in writing on behalf of Antaya Technologies Corporation by the President of Antaya Technologies. Antaya Technologies failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance thereof nor shall they supersede these terms and conditions.
CONTROLLING TERMS AND CONDITIONS. GOODS FURNISHED AND SERVICES RENDERED BY ANTAYA TECHNOLOGIES CORPORATION (ANTAYA) ARE SOLD ONLY ON THE TERMS AND CONDITIONS AS STATED HEREIN. ANTAYA'S OFFER TO SELL IS CONDITIONED ON BUYER'S ACCEPTANCE EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS OF SALE. TERMS AND CONDITIONS STATED ON PURCHASE ORDERS SHALL BE SUBORDINATE TO THE TERMS HEREIN.
ANTAYA'S acceptance of any order from Buyer is expressly made conditional on Buyer's assent to these terms and conditions of sale unless otherwise specifically agreed to in writing by ANTAYA. In the absence of such assent, the beginning of performance or delivery shall be for Buyer's convenience only and shall not be construed to be acceptance of Buyer's terms and conditions. If a contract is not earlier formed by mutual agreement in writing, acceptance of any goods or services by Buyer shall be deemed acceptance of the terms and conditions herein.
PRICE. ANTAYA reserves the right to change prices for the goods offered for sale without prior notice, subject to the following terms and conditions. All precious metal prices are based on the metal market on the day of ANTAYA'S shipment, and all fabrication prices in effect on the date of receipt of order shall remain firm for the term of the order or for one hundred eighty (180) days from the order receipt date, whichever occurs first. Prices quoted at a specific metal market are for illustrative purposes only and actual invoiced prices will be higher or lower depending on changes in the metal market.
All prices are FOB Cranston, Rhode Island unless specified. All prices are quoted and billed exclusive of federal, state, and local taxes and of all duties, excise, sales, and similar taxes unless otherwise specified.
CREDIT. Buyer's financial responsibility is at all times subject to approval of the Credit Department of ANTAYA. ANTAYA may require full or partial payment guarantee in advance of shipment whenever, in its sole discretion, it considers itself insecure with respect to Buyer's performance of the sales contract. In the event of default by Buyer in payment, Buyer shall be liable for ANTAYA'S costs of collection, including reasonable attorney's fees.
PAYMENT. Terms of payment are Net Cash 30 Days from date of invoice unless otherwise specified by ANTAYA in writing. In the event payment is not received within the 30-day period, any unpaid balance shall commence to bear interest at 4% over the prime lending rate from time to time in effect at the Bank of America, Providence, Rhode Island, or the maximum rate allowed by applicable law.
ANTAYA retains and Buyer grants a security interest in the goods, including all additions to and replacements of such goods until Buyer has made payment in full in accordance with these terms and Buyer shall cooperate with ANTAYA in executing documents, such as a Uniform Commercial Code (UCC) Financing Statement, and performing any filings and recordings as ANTAYA may consider necessary for the protection of the security interest.
TERMINATION OR MODIFICATION. Purchase orders may only be modified or terminated by Buyer with ANTAYA's written consent. Terms and conditions stated in Purchase Orders are expressly subordinate to the Terms herein. If all or part of the Purchase Order is terminated with ANTAYA's written consent, Buyer shall pay termination charges based on expenses and costs incurred in the production of the goods prior to acceptance by ANTAYA of the termination. The expenses and costs shall include, but not be limited to, adjustment in price to reflect a reduction in quantity ordered, expenses of disposing of materials on hand or on order and any losses resulting from such disposition, and a reasonable profit. Any goods delivered prior to ANTAYA's consent to termination shall be paid for in full by Buyer.
DELIVERY. All delivery indications are estimated and are dependent in part on prompt receipt from Buyer of all necessary information to properly service an order. ANTAYA shall not be liable for any premium transportation or other costs or losses incurred by Buyer as a result of ANTAYA's inability to deliver product in accordance with Buyer's requested delivery dates.
ANTAYA shall not be liable for delays in delivery or for failure to perform as a result of causes beyond the reasonable control of ANTAYA, including, without limitation. Acts of God, acts or omissions of Buyer or civil or military authorities, fire, strikes, epidemics, quarantine, flood, earthquakes, riot, war, delays in transportation, or the inability to obtain necessary labor, materials, or supplies. ANTAYA reserves the right to allocate inventory and production if such allocation becomes necessary in the judgment of ANTAYA.
ANTAYA reserves the right to make deliveries in installments. Partial shipments shall be billed as shipped and payments therefore are subject to the terms of payment noted in the foregoing.
OVER-RUN OR UNDER-RUN. ANTAYA reserves the right to ship and bill for ten percent (10%) more or less than the exact quantity of items ordered. Buyer agrees to accept billing for the quantity delivered.
TRANSPORTATION. Sales are made FOB point of shipment; transportation is at Buyer's expense; risk of loss passes to Buyer at the point of shipment. When practicable, ANTAYA will follow the shipping instructions of Buyer, but if no instructions are provided, ANTAYA will use its discretion in selecting an appropriate transportation method.
PROPRIETARY INFORMATION. Unless otherwise specifically agreed in writing, Buyer acknowledges that any information disclosed to Seller is subject only to Buyer's patent rights, without any other restrictions on Seller's use, including reproduction, modification, disclosure or distribution of the information.
All proposals, plans, specifications, designs and other information furnished by the Seller are proprietary to Seller and shall not be shown or disclosed to any third party or used by Buyer except as may be necessary for the selection or use of the Products. Drawings marked "ANTAYA" shall not be disclosed to third parties.
Any proprietary information, whether patentable or not, including intellectual property such as inventions, trademarks, copyrights and trade secrets, developed by Seller in the performance of the Agreement shall remain the property of Seller. Seller shall be under no obligation to refrain from using in its business any of Seller's proprietary information which may have been disclosed to Buyer.
Buyer agrees that disclosure of proprietary information will cause irreparable harm to ANTAYA and agrees that monetary damages would not be sufficient remedy for any breach of this agreement and that ANTAYA shall be entitled to specific performance and injunctive relief as remedies for any such breach, in addition to all other remedies available at law or equity.
TOLERANCES. Unless otherwise specified in writing by ANTAYA, products furnished by ANTAYA are within ANTAYA's width gauge, clad thickness and location, temper and finish limits of manufacture and subject to ANTAYA's standard tolerances for variations including those in quality.
INSPECTION, RETURN, AND REMEDIES. Buyer shall inspect goods immediately on receipt. Claims for any alleged defect in ANTAYA's performance under a purchase order that may be discovered on reasonable inspection must be set forth in writing and received by ANTAYA within thirty days of Buyer's receipt of the goods. Failure to make any claim within the 30-day period shall constitute a waiver of all claims and an irrevocable acceptance of the goods by Buyer.
If Buyer rejects the goods or claims that ANTAYA has breached any of its obligations under a purchase order, whether of warranty or otherwise, ANTAYA at its option may first inspect such goods at the premises of Buyer or may give written authorization to Buyer to return the goods to ANTAYA, transportation charges prepaid, for examination by ANTAYA. If the product is found to be defective, the transportation charges shall be credited. Buyer shall bear the risk of loss until any goods, authorized to be returned, are redelivered to ANTAYA. ANTAYA shall not be liable for any inspection, packing, or labor costs in connection with return of the goods.
In the event ANTAYA breaches any of its obligations under the sales contract, whether of warranty or otherwise, the sole and exclusive remedy of Buyer is limited to replacement, repair, or credit of the purchase price at ANTAYA's option. In no event shall ANTAYA be liable for special, indirect, incidental, or consequential damages, whether in contract or tort, nor shall any damages arising out of or connected with this sales contract or the manufacture, sale delivery, or use of the goods exceed the purchase price of the goods.
WARRANTY. ANTAYA warrants to Buyer that all goods sold to Buyer will conform to the applicable agreed upon drawing specification. This warranty shall apply for a period of ninety (90) days from the date of shipment unless the goods have been subjected to misuse, accident, improper storage, damage, or alteration by anyone other than ANTAYA. Buyer shall notify ANTAYA promptly in writing of any claim based on this warranty and the provisions above shall thereafter apply with respect to inspection and return. Remedies for breach of warranty are solely and exclusively limited to those set forth above.
ANTAYA MAKES NO FURTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
PATENTS. ANTAYA shall have the right to defend or settle, and agrees to defend or settle any claim brought against Buyer for the infringement of any U.S. Patent by goods supplied and designed by ANTAYA. Subject to the limitations that follow, ANTAYA agrees to pay any final judgment entered against Buyer in any suit defended by ANTAYA. Buyer shall notify ANTAYA promptly in writing of any claim for patent infringement and provide ANTAYA with information and assistance as may reasonably be requested by ANTAYA in order to defend or settle the claim.
Buyer shall hold ANTAYA harmless against, and indemnify ANTAYA for any expenses, damages, or loss for infringement of any U.S. patent or trademark that result from ANTAYA's compliance with Buyer's designs, specification, or instructions. ANTAYA shall have no liability for any infringement arising from the combination of goods sold by ANTAYA with any goods furnished by Buyer, any modification of goods, the use of the goods in practicing any process, or any information furnished to Buyer for assistance.
In no event shall ANTAYA's liability to buyer under the provisions of this clause exceed the aggregate sum paid to ANTAYA by Buyer for the goods.
GENERAL. This contract is subject to and shall be interpreted in accordance with the laws of the State of Rhode Island. This order embodies the entire agreement of the parties, and no other agreements, verbal or otherwise, in relation thereto exist between the parties. No waiver by ANTAYA of any provision hereof shall be construed as a waiver by ANTAYA of any other provisions.
INTELLECTUAL PROPERTY
Products sold by Antaya Technologies Corp. may be covered by one or more of the following: U.S. Patent Nos. 6,127,657; 6,253,988; 6,264,475; 6,267,630; 6,428,355; 6,406,337; 6,551,150; 6,607,409; 6,676,455; 6,520,812; 6,730,848; 6,527,043; 6,790,104; 6,039,616; 6,249,966; 6,475,043; 6,599,157; 6,599,156; 6,780,071; 6,840,780; and U.S. and foreign patents pending.
