| Terms and Conditions |
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MACOM TECHNOLOGIES UK Ltd. STANDARD TERMS AND CONDITIONS OF SALE 1. GENERAL a. MACOM enters into and concludes contracts for the supply of goods subject only to these conditions. The Buyers accepts that these conditions shall govern relations between themselves / their organisation and MACOM to the exclusion of any other terms including, without limitation, conditions and warranties written or orally expressed or implied even if contained in any of the purchaser’s documents which purport to provide that the Buyer’s own terms shall prevail. No variation or qualification of these conditions or of any quotation or contract arising between the buyer and MACOM shall be valid unless agreed in writing by the Secretary or a Director of MACOM or a person duly authorised by the board of directors. b. Quotations are given without commitment and are subject to change without notice, according to variations in cost to us of raw materials, labour, or any causes beyond our control. Orders are subject to MACOM’s acceptance, at prices ruling at the time of dispatch of the goods. 2. PRICES a. MACOM’s current list prices are always charged, unless specifically negotiated. MACOM reserves the right without notice to alter the price of the goods due to circumstances beyond the seller’s control, and to correct errors and omissions. b. Unless otherwise stated prices are ex-works, Paisley. c. Where the Buyer requests items to be supplied with release certificate MACOM reserves the right to make an extra charge for providing such certificates. d. Where a quotation is given dependent on information supplied by the Buyer, the Buyer will be responsible for the accuracy of the information given, and for the supply of all relevant particulars. Any increased cost incurred either during or after manufacture resulting from any inaccuracy or omission shall be borne by the Buyer alone and shall be paid promptly and independently of the contract price. e. Unless otherwise stated prices do not include VAT which, if applicable, will be chargeable at the date of dispatch and / or performance of services as the case may be. 3. DELIVERY a. In the event that MACOM shall at the request of the Buyer store the Goods or arrange for the Goods to be despatched or dealt with other than by collection of the Buyer, then the Buyer shall pay to MACOM any reasonable charges made raised by and at MACOM’s absolute discretion for the provision or procurement of such services. Any such services provided by MACOM shall be performed subject to these conditions. In the event that such services are to be provided by a carrier or other third party then MACOM shall in arranging for the provision of the same, act only as the agent of the Buyer and the Buyer shall indemnify MACOM against any cost, charge, liability of expense (including demurrage) thereby incurred by MACOM. b. While the seller will take all reasonable steps to deliver the goods within the delivery period, the seller accepts no responsibility for failure to do so. c. The seller reserves the right to deliver agreed to buyers orders in more than one shipment, at its discretion. d. Delivery shall be deemed to occur and the risk of loss or damage of any kind in the Goods shall pass to the Buyer as and when whichever of the following events occur sooner (i) Collection by or on behalf of the Buyer, by carrier for despatch to the Buyer (whether or not such carrier is MACOM’s agent or representative, (ii) 14 days from the date of notice given by MACOM that the Goods are ready for collection or despatch. e. The Buyer shall carefully examine the Goods on receipt of the same and shall by written notice to be received by MACOM within 7 days of receipt of Goods notify MACOM of any short delivery or any defects reasonably discoverable on careful examination. In the absence of receipt of such notice MACOM shall be discharged from all liability in respect of short delivery or defects. f. MACOM shall use reasonable commercial endeavours to deliver the Goods and to perform services in accordance with any time stated in the contract but time of delivery or performance shall not be of the essence to the contract. Any such times are stated by way of general information only and in the event of failure to despatch or deliver or perform within such times, for any cause, whether within or outside MACOM’s reasonable control, the same shall not be a deemed a breach or repudiation of the contract and MACOM shall not be liable for any loss or damage suffered by the Buyer as a result of such delay. 4. PAYMENT OF INVOICES All accounts must be paid not later than thirty days from the date of dispatch of the goods. In the event of default in payment the Company reserves the right to charge interest at two percent above the current Royal Bank of Scotland Base rate at monthly intervals on the overdue portion of the account and to suspend or cancel the contract in respect of any undelivered goods. 5. PROPERTY IN GOODS MACOM shall retain absolute ownership of the property in the Goods which shall not pass to the Buyer, and the Buyer shall retain the Goods as Bailee for and on behalf of MACOM and shall deliver up the Goods to MACOM at MACOM’s request until MACOM has received full payment of the price of the Goods and full payment of any other sums whatsoever which are outstanding from the Buyer to MACOM whether or not due and owing. 6. CANCELLATION OF ORDERS Except in exceptional circumstances and by written agreement, MACOM will not accept the cancellation of orders. Due to the built-to-order nature of our products, cancellation of orders carries a cancellation charge based on the following sliding scale: • 0-2 weeks from date of order – 60% cancellation charge • 3-5 weeks from date of order – 80% cancellation charge • 6-8 weeks from date of order – 90% cancellation charge 7. WARRANTY The Goods manufactured by us are warranted to be free from defects in workmanship and material. We will repair or replace goods without charge if within the specified period of twelve months from the date of their delivery to you we are notified of a defect in them, provided: a. The purchaser promptly advises us of the defect and makes available satisfactory proof that the goods had been maintained and operated properly. b. The purchaser assumes the obligation of all expenses of returning the defective goods to MACOM, if required. c. This warranty excludes the failure of parts of products not manufactured by us: wherever possible we will extend to you the benefits of any warranty or guarantee given to us by the manufacturer of such parts or products. d. Macom sensors are intended for use as trending and early warning devices and should not be used for process control or other purposes. Therefore Macom can assume no liability with regard to actual wear or damage occurring in process machinery during normal use. 8. SPECIFICATION MACOM follows a policy of continual development and improvement and therefore reserves the right to alter the design or specification of any of the goods without notice. 9. INTELLECTUAL PROPERTY RIGHTS a. All intellectual property rights subsisting in or relating to any calculations, data, specifications, designs, drawings, papers, documents procedures, techniques, maintenance and other tests, special and recommended parts, and other equipment and any other material and information whatsoever given to the Buyer by MACOM in connection with the supply of the Goods to the Buyer or otherwise are vested in MACOM. The buyer will not disclose any such information in the whole or in part to any third party. Further, MACOM shall be entitled to the ownership of the intellectual property rights subsisting in or relating to any calculations, data, specifications, designs, drawings, papers, documents or other items, material or information, conceived, originated, developed or produced by MACOM for the Buyer pursuant to the contract of supply of goods and/ or services. b. The Buyer shall not at any time for any reason whatsoever disclose or permit to be disclosed to any person or persons or to otherwise make use of or permit to be made use of any trade secrets or other confidential information relating to the equipment, technology, business affairs or finances of MACOM or any associated company or relating to MACOM’s agents, distributors, licensees or other customers or in respect of any of their affairs, dealings or transactions. c. The Buyer shall not seek to apply or apply to register in its own name any of MACOM’s intellectual property rights and in particular to those subsisting in or relating to the Goods or a part thereof, nor shall they represent in any way that they have any right or title to the ownership of any such intellectual property rights nor shall they do any act or thing which might be contrary to the interest or rights of MACOM. d. The Buyer at their own expense shall do all such acts and things and execute all such deeds and documents as MACOM in its sole discretion may require in connection with any steps or proceedings by MACOM to restrain the infringement of its intellectual property rights. e. The Buyer undertakes and agrees that the use of any of its calculations, data, specifications, designs, drawings, papers, drawings, documents, procedures, techniques, acceptance, maintenance and other test special and recommended parts and other equipment and other material or information by MACOM when manufacturing and supplying the Goods or services will not infringe any intellectual property rights of any third party and shall indemnify MACOM in respect of any such infringement. f. The Buyer shall not alter or remove any trade mark of MACOM which has been applied to the Goods and other trade mark to the Goods nor make any alteration to their packaging. 10. SUB-CONTRACTING MACOM shall be entitled to sub-contract any or all of its obligations hereunder. 11. INDEMNITY In so much as Macom sensors are designed and intend for use as trending devices, to be used for the guidance of process control and maintenance in process machinery, Macom assumes no liability with regard to actual wear, damage or losses to or of process machinery occurring in or to such process machinery or ancillary equipment, facilities or otherwise, or loss of production capacity or earnings as a result of such damages even when Macom sensors are installed and being used as wear-debris monitoring sensors for such machinery. Purchase, installation and operation is at the sole decision and responsibility of the Buyer, and as such MACOM’s liability is limited to the warranty of its own products in the normal course of operation and usage. As such the Buyer indemnifies MACOM against any and all claims based on any terms or conditions arising and which are out with or might be construed as being out with these Terms and Conditions. 12. WAIVER Any failure by MACOM to enforce any or all of these Conditions shall not be construed as a waiver of any of MACOM’s rights |