By proceeding to make an order based on this Quote, you agree to be bound unconditionally by the following terms and conditions of sale.

Caveat: These terms and conditions represent the complete agreement of the Parties [Seller and Buyer] and no terms or conditions in any way adding to, modifying, or otherwise changing the provisions stated herein shall bind Seller unless made in writing and signed and approved by Seller or its authorized representative. No modification of any of these terms shall be effected by Seller’s shipment of goods following receipt of Buyer’s purchase order, shipping, or similar forms containing printed terms and conditions conflicting or inconsistent with or in addition to the terms herein.

1. Definitions: The following words used in this Agreement shall have the meaning assigned herein:

a. Seller: means Xallent Inc., its subsidiaries, affiliates, branches, and offices.

b. Buyer: means any person or entity that purchases the Product(s) from Seller for its own internal use or for resale or distribution.

c.  Parties: mean Seller and Buyer collectively.

d.  Product(s): means all products emanating from Seller including the items set forth and described in the Quote and any other additions  or modifications Seller may make to the items listed in the Quote based on a request by the Buyer.

e.  Quote: means a document offering a formal estimate of pricing for Products and Services.

f. Standard Product(s): means a manufactured Product, illustrated and/or described in Product sales literature including price lists, datasheets, specifications, test reports, catalogs, website, and promotional pieces.

g. Custom Product(s): means Products designed and manufactured based on specifications provided by the Buyer.

h. Altered Product(s): means Products that a Buyer has made modifications, adjustments, and/or alterations to.

2.   Buyer’s Responsibilities: The Buyer agrees to observe the following conditions:

a.  Purchase: Buyer purchases the Product(s) from Seller based on the terms in the Quote. Seller is responsible for fulfilling the   order, testing if applicable, and packaging/crating the Product(s). Seller will notify Buyer when the Product(s) are available for pickup.

b.  Shipping: Buyer is responsible for all shipping, customs, duty, and taxes if applicable. Seller shipping terms are EXW Ithaca, NY. If desired, Seller will arrange shipping as a prepay and add to the Buyer’s invoice. Buyer has the option of having the Product(s) shipped directly or to a site. For Custom Products, Seller reserves the right to over or under ship by 10% of the quantity ordered. In either case, billing will be for the quantity shipped to Buyer. Requirements by Buyer for other than this normal tolerance may necessitate an additional charge.

c.  Insurance: Buyer shall obtain and maintain all insurance required by law or necessary to mitigate its risks under this Agreement including shipment insurance.

3. Seller’s Responsibilities: The Seller agrees to observe the following conditions:

a.  Quality Control and Manufacturing: Seller shall establish and maintain appropriate quality control and manufacturing procedures necessary to ensure that its Products are of the highest quality and reliability.

b.  Compliance with Laws: Seller warrants that its Products as manufactured and sold are in full compliance with applicable laws, standards, codes, and regulations and are duly packaged, marked, and labeled to be suitable for the Buyer.

4. Order and Order-Change Processing Procedures: Seller shall follow the following procedures in processing orders and order changes placed by Buyer.

a.  New Orders: Buyer may place new orders in writing, by fax, by electronic mail, or by verbal request confirmed in writing within ten (10) business days. Such purchase orders should describe the Products ordered, the quantities requested, delivery dates requested and shipping instructions where appropriate.

b.  Order Acknowledgments: Seller will acknowledge acceptance of each order in writing, by fax, or by electronic mail within ten (10) business days following receipt of the order. In this acknowledgment, Seller will confirm Buyer’s requested delivery dates as the shipment schedule or specify an alternative shipment schedule (to be referred to as the Acknowledged Shipment Schedule).

c.  Acceptance: Buyer shall be deemed to have accepted shipments upon delivery, unless Buyer notifies Seller within thirty (30) days after delivery that the Products are rejected because they do not conform to Seller’s applicable warranty, or Buyer’s order.

d.  Method of Shipment: Delivery of goods by Seller to the carrier shall be deemed delivery to Buyer, and thereupon risk of loss or damage passes to the Buyer. If desired by a Buyer, shipment shall be accompanied by original transportation bill signed by carrier noting that carrier received goods from Seller in the condition claimed. In the event of errant delivery or damage by the carrier, Buyer shall notify Seller within ten (10) days after the occurrence of such event. Seller shall assist Buyer in tracing shipments and obtaining delivery of the Products if possible.

e.  Shipment Claims: Buyer may present any claims for shortages, shipment errors, erroneous charges, price corrections or any other dispute within thirty (30) days of receipt of an invoice. Any claim by the Buyer, for damage occurring during shipment, shall be made directly against the freight carrier with a copy forwarded to Seller within (10) days.

f.  Shipment Charges: Buyer assumes the cost and expense of shipment, risk of loss, cost of insurance and all fees, duties, and import charges for Products upon Seller’s delivery thereof to a carrier agreed on by the Parties.

g.  Risk in Shipping: Unless otherwise agreed in writing, risk in the Products shall pass to the Buyer ex-works Seller’s facility in accordance with the ex-works provisions of Incoterms 2020.

h.  Product Title: Notwithstanding the passing of risk, title to the Products shall not pass from Seller to the Buyer until Seller has received payment in full for the price of the Seller does not insure shipments. It is the Buyer’s responsibility to insure shipments.

i.  Order Cancellations: Orders can be cancelled but are subject to a cancellation charge. Orders cancelled would get charged for materials, parts, and labor up to that point. The charge could be 100% of the purchase price.

j.  Errors: Obvious errors made by Seller in bids, estimates, Quote(s), and invoices are subject to correction.

5. Discounts and Payment Terms: Discounts for Products purchased under this Agreement shall be as set forth in the Quote effective as of the date of the Quote and are subject to change prior to acknowledgment of order.

a.  Price Changes: All Products shipped under orders placed by Buyer prior to the effective date of any price change shall be shipped and invoiced at the price in effect at the time of order placement.

b.  Payment Terms: For Standard Products, Seller shall send an invoice to Buyer upon shipment of each line item ordered. Such invoices shall be due and payable by Buyer within thirty (30) days (Net 30) following Buyer’s receipt of the invoice. For Custom Product(s), 1/3 of the Seller’s price Quote shall be due upon order placement (Net 10), 1/3 due upon Buyer’s approval of design (Net 10), and 1/3 due upon shipment of the first Custom Product(s) (Net 30).

c.  Payment By Security: Seller reserves the right to require payment for any shipment hereunder in advance, or to require satisfactory security, if the financial responsibility or credit of the Buyer at any time becomes unsatisfactory to Seller. Security may include, but is not limited to, execution by the Buyer of a promissory note or a security agreement. Seller may, at its option (and in addition to any other remedies) cancel any unshipped portion of an order; Buyer is to remain liable for all unpaid amounts.

d.  Late Payment: Seller shall be entitled to charge interest on any late payments of any sums due under these Payment Terms at the rate of 1.5% per month. The Buyer shall not be entitled to withhold payment for the Products or to exercise any rights of set-off, counterclaim or other deduction for any reason whatsoever.

e.  Government Charges: Seller will add excise taxes or other governmental charges wherever applicable.

f.  State Sales Taxes: The Buyer is responsible for State sales taxes on all sales in the USA.

6. Return of Products: If it becomes necessary for Buyer to return any Product(s), the following procedures will be followed:

a.  Return Material Authorization (RMA): Prior to the return shipment of any Product(s), Buyer must obtain RMA from Seller listing each individual item to be returned. Products returned without an approved RMA will be shipped back to the Buyer at Buyer’s full cost and expense and no credit will be granted. A copy of the original invoice must accompany all returns

i.  Return of Standard Products

1.  For Standard Products returned within the thirty (30) day acceptance period, a 20% restocking charge applies unless the return is based on defect arising solely from defective materials or workmanship occurring during manufacture. Credit is subject to the condition of the Standard Product(s) upon inspection by

2.  Standard Products returned after the acceptance period but within the warranty period are subject to Seller’s standard warranty terms and conditions.

3.  Standard Products are not returnable after the expiration of the warranty period unless the Buyer has a separate extended warranty or service agreement with Seller.

ii.  Return of Custom Products

1.  Custom Products shall only be returnable where there is a defect arising solely from defective materials or workmanship occurring during manufacture. Seller’s standard warranty terms and conditions apply to all returned Custom Products during the warranty period.

2.  Custom Products are not returnable after the expiration of the warranty period unless the Buyer has a separate extended warranty or service agreement with Seller.

b.  RMA Document: Buyer must ensure that the RMA document accompanies the Product when it is returned and that a copy is retained to enable Buyer to refer to it when requesting an update on the progress of a repair. Authorization for returns does not constitute acceptance by Seller of any responsibility for Products returned beyond review thereof.

c.  Packaging for Returns: Buyer shall return Product(s) in packaging that is similar or identical to the package it was supplied in (Static Controlled).

d.  Shipment Charges: For reasons such as, but not limited to, cancelled order, damaged, or worn goods, Buyer shall assume the cost and expense of shipment, risk of loss, cost of insurance and all fees, duties and import charges for return of Products. For Products that are defective arising solely from defective materials or workmanship occurring during manufacture, Seller shall assume the cost and expense of shipment for the return of such defective Products.

e.  Consignment: Product(s) accepted back by Seller for re-inspection, rework, or other processing, are with Seller only on consignment, and such acceptance shall not be construed as a return for credit.

7. Termination: Both Parties may terminate this agreement by giving thirty (30) days’ prior written notice to the other Party. In the event of termination, Buyer will be responsible for paying the Seller for any Product(s) or Services provided up to the date of termination.

a.  Events of Default: Any of the following shall constitute a default under this Agreement:

i.  Assignment without written consent: Assignment by Buyer of this Agreement or any of its respective rights hereunder to a third party without the prior written consent of the Seller.

ii.  Remedies Upon Default: In the event of any default as described above, the non-defaulting Party may, at its option: Proceed by any lawful means to enforce performance of this Agreement and to recover damages for a breach thereof (and the breaching Party agrees to bear the other Party’s costs and expenses, including reasonable attorney’s fees incurred in any judicial or quasi-judicial action to enforce such performance or recover such damages if the aggrieved party is determined to be entitled to such relief in such action) or avail itself of any other lawful remedy available under law or equity.

iii.  Nonexclusive Remedies: The rights and remedies listed above are intended to be cumulative and not exclusive, so that the non-defaulting Party can elect to pursue any one or more of them.

iv.  Outstanding Orders: Seller has the option to honor any open orders scheduled to ship to Buyer, if so requested, after the receipt of notice of termination by either Party.

v.  Release: No termination of this Agreement shall affect any obligation of either Party to pay amounts due to the other Party hereunder and all such payments shall be made when due.

8.      Warranty and Indemnification: Seller warrants the Products against defects arising solely from defective materials or workmanship occurring during a period of twelve (12) calendar months from the date of ex-works delivery as defined in Incoterms THE WARRANTY PROVIDED HEREIN IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE BUYER’S EXCLUSIVE REMEDY AND SELLER’S SOLE LIABILITY UNDER THE WARRANTY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCTS AND SELLER SHALL BE LIABLE FOR NO OTHER DAMAGES OR LOSSES INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOSSES ARISING FROM THE DEFECTIVE PRODUCTS. The warranty does not extend to consumable Products such as probe cards, light sources, etc.

a.  Product Performance Indemnification: Notwithstanding anything to the contrary contained in Seller’s standard warranty terms and provisions or elsewhere in this Agreement, Seller shall indemnify Buyer against, and hold it harmless from, any cost, loss, damage or liability (including reasonable attorney’s fees ) arising from or related to the failure of the Product(s), as manufactured and sold to Buyer, to fully comply with all applicable laws, standards, codes, specifications and regulations or the failure of the Product(s) to be suitable.

b.  Indemnification Limit: Seller shall not be liable to Buyer to the extent that the claim or infringement is based upon a use for which the Product was not designated or an alteration of the Product. No claim for defective Products will be honored by Seller if such claim is the result of incomplete or inadequate specifications supplied by Buyer, Products shall not be considered defective it they satisfactorily fulfill the Buyer’s performance requirements or conform to known or visible properties of approved samples or Seller’s drawings.

c.  Alterations: It is understood that any alterations made to Products could void the original Products warranty. It shall be at the sole discretion of Seller to extend or void the warranty on Altered Products.

d.  Warranty and Indemnification Term: The warranty and indemnification provisions of this Agreement shall survive its termination.

9. Liability:

a.  Seller’s liability in respect of any claim for loss or damage arising in any way in connection with the Product(s) shall cumulatively be limited to the Total Contract Price of the Product(s) inclusive of any subsequent amendments or changes thereto made by Seller.

b.  Seller accepts no liability whatsoever for any form of consequential or indirect loss or damage including but not limited to any loss of use, profit, or contract.

c.  The Buyer acknowledges and agrees that the exclusions and limitations of liability provided for in this sub-clause are reasonable and that, if they had not been included, the Total Contract Price would have been materially increase

10. Trademarks and Trade names: Buyer recognizes Seller’s ownership of, and right to use, certain trademarks, trade names, logos and other marks and names and acknowledges that, except as hereinafter set forth, Buyer has no right in, or to use, any thereof.

11. Confidential Information:

a.  Seller and Buyer may each receive and maintain in confidence any and all proprietary information, trade secrets or other know-how belonging to the other (including but not limited to, knowledge of manufacturing or technical processes, financial and systems data, customer information and resale reports), Confidential Information which is expressly designated and conspicuously marked Confidential except and to the extent that the disclosure of any Confidential Information is required by any law or governmental regulation or the decree of a court having competent jurisdiction or enters into or exists in the public domain without the act of the Party obligated to maintain such confidentiality hereunder. It is further understood that any information received by Seller may be used by Seller as it deems appropriate without payment of any special consideration, therefore. The requirement of this Paragraph 11 shall survive termination or expiration of this Agreement.

b.  Notwithstanding anything else in this Agreement, Buyer acknowledges that Seller’s Product designs, drawings, specifications, software, are proprietary to Seller and constitute Seller’s Confidential Information and trade secret information. Buyer will not and will not assist any third party to, reverse engineer, repair, refurbish, service, reconstruct, or decompile any of Seller’s Product or any Product that Buyer knows or reasonably believes is a Seller’s Product. If Buyer violates this paragraph, then Buyer assigns all right, title, and interest in such Product to Seller. Seller reserves the right to enforce the right, title, and interest which passes to Seller under this clause.

c.  Any proposals, prints, brochures, drawings, or other information or know-how furnished to Buyer by Seller are intended for confidential use by Buyer, shall remain the property of Seller, and shall not be disclosed to a third party without the prior written consent of Seller, or used to the detriment of Seller’s competitive position or for any other purpose except as provided for herein.

12. General:

a.  Entire Agreement: This Agreement, Quote, and invoice set forth the entire understanding between the Parties in respect of the subject matter of this Agreement. It supersedes and cancels all prior agreements, if any, between the parties and shall not be amended, altered, or changed except by written notice from Buyer to Seller and vice versa.

b.  Amendment: This Agreement cannot be changed, modified, or amended unless such change, modification, or amendment is in writing.

c.  Governing Law: The laws of the State of New York, in the United States shall apply without regard to its principles of conflicts of law and bind the parties in all questions arising hereunder regardless of the jurisdiction in which any action or proceedings may be initiated or maintained.

d.  Dispute Resolution: The Parties hereby agree and covenant that:

i.  All disputes, controversies or claims arising out of or in connection with this Agreement shall be brought and maintained in federal and state courts sitting in Tompkins County, New York, in the United States. Each party hereto hereby irrevocably consents to and submits to the exclusive jurisdiction of such court for all actions hereunder.

ii.  If a suit for breach or enforcement of the obligations herein is required, the defaulting Party shall reimburse the non-defaulting Party for all non-defaulting Party’s damages, costs, and expenses, including attorneys’ fees, including those resulting from any third-party claims against the non-defaulting Party, due to the defaulting Party’s breach of its obligations under this Agreement.

e.  Assignment: The rights and duties of Buyer under this Agreement shall not be assigned or delegated, in whole or in part, by operation of law or otherwise without the prior written consent of It is understood that any material changes in the direct or indirect ownership or control of a Buyer, any merger or consolidation directly or indirectly involving Buyer, any acquisition by or of Buyer or any other substantial change in Buyer’s organizational structure would be an assignment within the meaning of this provision.

f.  Authority: Both Parties represent and warrant to each other that they have the right and lawful authority to enter into this Agreement for the purposes herein and that there are no other outstanding agreements or obligations inconsistent with the terms and provisions hereof.

g.  Paragraph Headings: Paragraph headings and numbers have been inserted for the convenience of reference only, and if there is any conflict between any such headings and numbers and the text of this Agreement, the text shall control.

h.  Waiver: Waiver by either party of any term or condition of this Agreement or any breach shall not constitute a waiver of any other term or condition or breach of this Agreement.

i.  Notices: All notices and other communications hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, to the parties hereto at their respective addresses specified, subject to the right of either party to change its address by written notice.

j.  Severability: Subject to the foregoing sentence, in the event any provision of this Agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement.

k.  Consent Shall Not Be Unreasonably Withheld: Whenever any consent, action or authorization is required or requested of Seller or Buyer hereunder, such consent, action or authorization shall not be unreasonably withheld or delayed.

l.  Force Majeure: Seller shall not be liable for delays of any kind for any cause beyond Seller’s reasonable control, including, but not limited to fire, flood, act of God or the public enemy, act of the Government, labor difficulties, riot, inability to obtain materials. The Seller shall notify the Buyer in writing of such delay within a reasonable time and an equitable adjustment mutually agreed on by the Parties shall be made in any affected terms of this Agreement.

m.  Enforcement of Terms: In the event that a change in the terms of this Agreement creates conflict the original terms of this Agreement will take precedence.

n.  Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

0.  Compliance with Laws: Buyer warrants that all activities performed, directly or indirectly, pursuant to, or in connection with, this Agreement, or in furtherance of its objective, shall be carried out in form and substance in accordance with all applicable laws, regulations, provisions and policies of the United States and the Territory and all countries claiming jurisdiction over such activities or the subject matter of this Agreement. In addition, all such activities, whether conducted within or without the political boundaries of the United States of America or the jurisdictional limits of its laws, shall be in accordance with the laws and regulations of the United States of America applicable to activities within the United States of America. Without limiting the generality of the foregoing, Buyer warrants that it will:

i.  Comply in all respects with the United States Foreign Corrupt Practices Act of 1977, as amended, which provides generally that under no circumstances will any employee, official or representative of any government, government agency or other government instrumentality, or any political party or candidates, or any other holders of public office, be offered, promised or paid any money, remuneration, things of value, or be provided any other benefit, directly or indirectly, in connection with obtaining or maintaining contracts or business, or securing any other improper advantage;

ii.  Comply in all respects with the United States Export Administration Act (EAA), as amended, and its regulations, and the United States Arms Export Control Act (AECA), as amended, and its regulations, which provide generally that no commodities or technical data, including any hardware, software, or other technical data (or direct Products thereof) provided under this Agreement, shall be disclosed, exported or re-exported, directly or indirectly, without first obtaining all prior approvals from the U.S. Department of Commerce as required by the EAA and its regulations, or the U.S. Department of State as required by AECA and its regulations.

iii.  Comply in all respects with the United States Foreign Assets Control Regulations, as amended, which provide generally that companies under the jurisdiction of the United States may not engage in any dealings or transactions, directly or indirectly, with foreign countries embargoed by the United States, or foreign nationals and companies identified by the United States as representing the interests of such embargoed countries, which currently include Cuba, Iran, North Korea, Sudan, and Syria, as well as other countries, entities and individuals so designated from time to time by the U.S. government. Such dealings and transactions include, without limitation, any transfers, withdrawals, or exportations of any property, or evidence of indebtedness or evidence of ownership of property by any person subject to the jurisdiction of the United States; and

iv.  Comply in all respects with the foreign boycott provisions of the EAA and its regulations which provide generally that the Parties and their employees and agents shall not comply with, further or support any unsanctioned foreign boycott, including without limitation the supply of any prohibited boycott-related information to potential customers.

v.  The failure of Buyer to comply with all U.S. and Territory laws, regulations, provisions, and policies in all respects in the discharge of its duties and obligations under this Agreement shall constitute a material breach of such obligations, and Seller shall have the right, notwithstanding any other provisions here and to the contrary, to terminate this Agreement immediately.

13. Export Control Forms: Products that are export controlled would require that the Buyer completes an export control form provided by Seller prior to shipping of Products to the Buyer.

14. Relationship of Parties: The relationship between the Parties hereto shall be that of independent contractors, each being in full control of its own business. Under no circumstances shall either party have the right or authority, expressed or implied, to act or make any commitment on behalf of or bind the other or represent the other as its agent in any way.  Nothing contained in this Agreement shall be construed as creating a joint venture or partnership between Buyer and Seller.

15. Language: This agreement shall be entered into in the English language. Should translation of this Agreement into any other language be required or desired for any reason, it is understood that in all matters involving interpretations of this Agreement, the English text shall occur.