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Cypress WICED SDK
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Additional Terms and Obligations
Cypress WICED SDK
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CELLULAR MACHINES PRODUCTS AND SERVICES -- TERMS AND CONDITIONS OF SALE
THESE CELLULAR MACHINES PRODUCTS AND SERVICES TERMS AND CONDITIONS OF SALE, AS MAY BE AMENDED FROM TIME TO TIME BY SELLER (THESE “CONDITIONS”), APPLY TO ALL QUOTATIONS FOR, AND SALES OF, CELLULAR MACHINES PRODUCTS AND SERVICES BY ANAREN MICROWAVE, INC. AND ALL OTHER SUBSIDIARIES OF ANAREN, INC. (COLLECTIVELY, “SELLER”).
All sales to you (“Buyer”) by Seller are expressly limited to the Conditions contained herein and any additional, different or conflicting terms or conditions contained in Buyer’s standard terms and conditions of purchase, procurement documents, purchase orders, or other instruments or instructions requesting quotes or to order products, or other responses hereto (each, a “Purchase Order”) shall be deemed objected to by Seller without need of further notice of objection and shall be of no effect and not binding on Seller in any circumstances unless accepted by Seller. Buyer will be deemed to have assented to all conditions contained herein by requesting a quote, placing an order for or otherwise agreeing to purchase products or services, unless otherwise agreed in writing by the parties. These Conditions constitute the entire and only agreement between the parties hereto; and any representation (oral or in writing), affirmation of fact, course of prior dealings or performance, promise or condition in connection therewith or usage of the trade not expressly incorporated herein shall not be binding on either party.
A. Price and payment terms for products and services are established by Seller on a per order or per engagement basis, and shall be based upon Seller’s prices in effect on the shipment date for the sale of products and the date the services are performed for the provision of services, except as otherwise agreed by the parties in writing. All prices are subject to change without notice.
B. Unless otherwise agreed in writing, the price does not include, and Buyer shall be responsible for paying all, insurance costs, shipping costs, handling fees, and taxes, duties and charges which Seller may be required to pay or collect, as well as the costs of special packing or any compliance testing, including, but not limited to, special environmental, vibration, life cycle, and extreme temperature tests. The price does not include inspection charges relating to inspection by outside individuals, or agents performed at the request of the Buyer. The price does not include any expenses incurred by Seller in connection with the performance of any services, including, but not limited to, travel, meals and lodging. Buyer shall be responsible for and will be invoiced for all expenses and charges. Such invoices are due and payable 30 days from issuance.
C. All quotations are valid for 30 days from the date of issuance. Quotations may, in Seller’s discretion, be re-issued upon request.
A. Each Purchase Order shall reflect the current price for the products or services, determined in accordance with these Conditions. If the price reflected in the Purchase Order is not the current price at the time of shipment for products or the date the services are performed for the provision of services, Buyer agrees without further notice that the Purchase Order shall be deemed to be amended to reflect the current price of the products and/or services. All Purchase Orders are subject to acceptance by Seller, and Seller shall not be required to accept any Purchase Order from Buyer. In the event of any inconsistency between the terms of a Purchase Order and the Conditions as provided herein, these Conditions will control. Each Purchase Order for the purchase of products shall specify in reasonable detail the quantity of products requested, the part numbers (if applicable), the requested delivery date, shipping instructions, and packaging instructions (if applicable). If shipping and packaging instructions are not specified, Seller will determine the carrier, mode of shipment and packaging. Each Purchase Order for the purchase of services shall specify in reasonable detail the specific services requested and the requested date of performance of such services.
B. Purchase Orders may be placed orally or in writing, including by written purchase order or other written request, electronic or otherwise, by facsimile, or through the use of Seller’s website.
C. Purchase Orders received orally will be processed pending receipt of a confirming Purchase Order in writing. The confirming Purchase Order must be received within 30 days of the initial orally placed order, and prior to shipment of the products or performance of services. If the confirming Purchase Order is not received within this time period, Seller may cease processing the orally placed order and, to the extent Seller is deemed to have accepted such order, Seller’s acceptance is hereby revoked without further notice to Buyer.
3. PAYMENT; INVOICING; CREDIT
A. All payments shall be made in United States dollars and shall be made in full without setoff or deduction.
B. For products and services where payment is due directly to Seller, Seller will invoice Buyer upon shipment of products or upon completion of performance in the case of services, unless otherwise agreed in writing by the parties. Payment terms are net 30 days, unless otherwise agreed in writing by the parties. Any invoices not paid within 30 days shall accrue interest at a rate of the lesser of 18% per annum (1½ % per month) or the highest amount permitted by applicable law. A fee in an amount equal to the lesser of $20.00 or the maximum amount allowable under applicable law shall be assessed with respect to all dishonored checks. Accrued collection costs, including, but not limited to, legal fees and expenses shall be payable by Buyer on demand as accrued.
C. For products and services where payment is made in a manner in which the use of a third party payment processor is required (e.g., credit card payments), Buyer acknowledges and agrees that: (i) Seller shall have the sole discretion to designate from time to time the third party payment processor; (ii) Buyer is responsible for the accuracy, quality, integrity and legality of all data and information provided by Buyer in connection with use of the services of the third party payment processor; (iii) Buyer assumes, as between Buyer and Seller, all risk of loss with respect to the sending, transmission and storage of credit card and other personally identifiable information involving the third party payment processor; (iv) Seller has and assumes no liability or responsibility whatsoever for any claims, losses or damages, including, but not limited to, those arising out of any errors, loss of data, delays, interruption or unavailability of the services, viruses, hackers or Internet failures, or otherwise in any way relating to or arising out of the use of or services provided by or through the third party payment processor; and (v) Seller makes no representations, warranties, guarantees or promises with respect to the third party payment processor or the services provided by or through the third party payment processor.
D. Terms of payment shall be subject to approval and modification by Seller’s Credit (Accounting) Department and in case of doubt arising at any time as to the Buyer’s financial responsibility, solvency, or ability to otherwise pay or perform under these Conditions, production may be stopped, shipments suspended, products shipped but not yet paid for may be reclaimed by Seller, and the suspension or cessation of services until such time as assurances satisfactory to Seller are provided by Buyer. Unless credit has already been established, shipment will be made or services provided C.O.D. or upon Seller’s receipt of payment in advance. Upon request of Seller, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Seller may request to determine Buyer’s credit status or credits limits.
4. SHIPPING AND DELIVERY OF PRODUCTS
A. All prices and terms of sale are EXW (Incoterms 2010) Seller’s point of manufacture. Title and risk of loss and damage shall pass to the Buyer upon Seller making the products available to the Buyer’s designated carrier at Seller’s point of manufacture.
B. Seller shall notify the Buyer of the approximate shipment date, which may differ from Buyer’s requested shipment date. The approximate shipment date given by Seller in advance of actual shipment is only an estimate and is not binding on Seller unless a guaranteed shipment date has been agreed to in writing and signed by an authorized representative of Seller.
C. Buyer will deal directly with the carrier regarding any damage to products resulting from shipment and Seller shall have no liability for any such damages. Buyer shall remain responsible for payment in full for the products notwithstanding any loss or damage to the products once risk of loss or damage has transferred.
D. Seller shall be under no obligation to make any shipment when the Buyer is in default hereunder or under any other agreement between Seller and the Buyer.
E. Seller shall not be liable for any delays in shipment or early shipment, however caused, it being understood that Buyer’s sole remedy in the event of a delayed shipment is to cancel the order if and when permitted under these Conditions.
F. Seller reserves the right to make deliveries in installments and to modify orders based on product availability or to discontinue any product.
5. PRODUCT RETURNS
A. Written authorization must be obtained from Seller before any products are returned. Returned products will not be accepted unless returned shipments bear Seller’s return authorization number and the specific RMA number which has been approved/accepted by Seller’s customer service group. Absent a breach of Seller’s limited warranty as set forth in these Conditions, the Buyer is only entitled to return the product and be issued a credit to its account for any products that Seller authorizes Buyer to return. Refunds will not be made for returned products unless agreed to by Seller in its sole discretion.
B. Products returned for reasons other than a breach of Seller’s limited warranty as set forth in these Conditions must not be used, damaged or out-of-date. If any such products are received, the price of such products shall not be included in the resultant credit, if any. Goods must be securely and carefully packaged so as to reach Seller in good condition.
Buyer shall notify Seller in writing of any visible defects, quantity shortages or incorrect product shipments within 5 days of receipt of shipment. After such 5-day period, Buyer shall have no right to reject the products for any reason or to revoke acceptance, and will be deemed to have conclusively accepted the products, and Buyer’s sole remedy with respect to the accepted products will be under the limited warranty set forth in these Conditions.
7. CHANGE ORDERS
Buyer may reschedule shipment dates for any products ordered or performance dates for any services ordered, provided that the Buyer notifies Seller of such change, in writing, at least thirty (30) days prior to Seller’s estimated shipment date or date of commencement of performing services. Any rescheduled shipment or performance date requested by Buyer which is later than ninety (90) days after Seller’s original estimated shipment or performance date may be deemed by Seller to be a cancellation by Buyer, and such cancellation shall subject Buyer to applicable cancellation charges identified below.
A. The Buyer may cancel an order, subject to the terms provided herein, no less than 30 days prior to Seller’s estimated shipment date for standard catalog items or for standard services. All cancellations are subject to a reasonable cancellation charge to be determined by Seller, which will be based on, among other factors, completed goods, restocking of standard parts and/or materials purchased for the express purpose of fulfilling Buyer’s order, and other orders or opportunities which Seller declined, in whole or in part, based on the planned, committed or actual use of Seller’s resources or materials in connection with the canceled order. All products, parts or materials ordered or held by Seller at Buyer’s request shall be at the risk and expense of Buyer upon cancellation. Seller will invoice Buyer for any applicable cancellation charge.
B. Notwithstanding anything to the contrary in these Conditions, all nonstandard customer-specific items and services are non-cancelable and non-returnable.
9. LIMITED WARRANTY FOR PRODUCTS
A. Seller warrants products of its manufacture to be free from material defects in material and workmanship under conditions of normal use for one (1) year from the date of shipment. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. SELLER MAKES NO, AND EXPRESSLY DISCLAIMS ALL, OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. Buyer agrees to use its own independent judgment in making, using, selling or distributing Buyer’s products, and agrees to assume the entire risk arising out of the use or performance of Seller’s products, and any products the Buyer designs, develops, markets, uses or sells using Seller’s products.
B. In the event Buyer claims that the products are in breach of the limited warranty set forth in this Section 9, Buyer shall promptly notify Seller in writing and provide a written explanation of how the products are allegedly defective and how they were stored, maintained, installed and/or operated by Buyer or other third party. Such explanation shall also detail any special or noteworthy circumstances.
C. Seller, at its option and expense, will replace or repair any materially defective or faulty product which results directly from defects in material or workmanship provided (i) that Seller first be given and receive from Buyer written notice of such alleged defects within the warranty period, and (ii) Seller shall have authorized the return of the allegedly defective products as provided herein. The existence of a defect or fault shall be determined by Seller in its sole discretion. Such determination shall be conclusive and not subject to reconsideration. In lieu of replacing or repairing a product determined by Seller to be defective, Seller may elect, in its sole discretion, to credit Buyer for the purchase price of a defective product. Seller’s sole obligation for any products which are determined by Seller to be other than as expressly warranted in this Section 9 are those expressly provided for under this Section 9, and the remedies available to Buyer in this Section 9 shall be Buyer’s sole and exclusive remedies for Seller’s breach of this limited warranty.
D. Any claim for breach of the limited warranty under this Section 9 or otherwise shall conclusively be deemed to be waived by the Buyer unless written notice of the claimed defect is submitted to Seller within thirty (30) days after the date on which the alleged defect is discovered or should have been discovered using reasonable diligence.
E. This limited warranty shall be void and shall not apply if the original Buyer transfers ownership of warranted products, unless Seller is notified in writing of the name and address of the transferee within fifteen (15) days after the date on which the transfer was made. In such case, the warranty period shall not be restarted, extended or otherwise changed. This restriction on transfer of a product warranty is not applicable if the original Buyer is an authorized distributor of Seller.
F. This limited warranty shall be void and shall not apply (i) to any product which has been subjected to any misuse, neglect, accidental damage or that contains defects which are in any way attributed to improper storage, improper installation, wiring or voltage, or to additions, alterations or repairs made by anyone other than Seller or who is authorized by Seller, (ii) to any product which has been disassembled, modified, physically or electrically damaged, or subjected to conditions exceeding the applicable specifications or rating, or (iii) where unapproved and unauthorized accessories are used with or in connection with the product.
G. All freight and shipping charges incurred to repair or replace products in breach of this limited warranty are the sole responsibility of the Buyer.
H. If Seller determines that a returned product is not defective, Seller may impose a reasonable service charge and/or restocking fee not to exceed 20% of the product purchase price.
10. LIMITED WARRANTY FOR SERVICES
A. Seller warrants services it performs will be performed in a professional and workmanlike manner. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. SELLER MAKES NO, AND EXPRESSLY DISCLAIMS ALL, OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND THAT THE SERVICES WILL MEET BUYER’S NEEDS. Buyer agrees to use its own independent judgment in receiving any services from Seller, and agrees to assume the entire risk arising out of the use or performance of Seller’s services, and any products or services the Buyer designs, develops, markets, offers, uses, performs or sells using or resulting from services performed by Seller.
B. In the event Buyer claims that the services are in breach of the limited warranty set forth in this Section 10, Buyer shall promptly notify Seller in writing and provide a written explanation of how the services are in breach of such warranty.
C. Seller, at its option and expense, will re-perform the services or issue a service credit to Buyer if Seller determines in its sole discretion that any services were in breach of the warranty provided in this Section 10. Such determination shall be conclusive and not subject to reconsideration. Seller’s sole obligation for any services which are determined by Seller to be other than as expressly warranted in this Section 10 are those expressly provided for under this Section 10, and the remedies available to Buyer in this Section 10 shall be Buyer’s sole and exclusive remedies for Seller’s breach of this limited warranty.
D. Any claim for breach of the limited warranty under this Section 10 or otherwise shall conclusively be deemed to be waived by the Buyer unless written notice of the claimed breach is submitted to Seller within thirty (30) days after the date on which the alleged breach is discovered or should have been discovered using reasonable diligence.
11. WIRELESS SERVICES AGREEMENT
Buyer acknowledges and agrees that the use and continued use of the cellular machines products and services require Buyer to enter into a separate Wireless Services Agreement with Seller pursuant to which Seller will arrange for wireless connectivity for Buyer through a third party provider. The terms of the Wireless Services Agreement shall govern and control with respect to the wireless services.
12. BUYER’S DEFAULT
Upon any breach of these Conditions by Buyer or default by Buyer, Seller shall be entitled to exercise any or all remedies available to it under these Conditions, any other agreement between the parties, including, but not limited to, the Wireless Services Agreement, and/or those under applicable law, including, but not limited to: (a) suspending performance of the subject order and/or any other order for products or services by Buyer or its related or affiliated parties; (b) canceling pending orders and refusing to accept future orders; (c) acceleration of any amounts due by Buyer to Seller; (d) recovering damages, including, but not limited to, consequential and incidental damages; (e) exercising all remedies available to it under the Uniform Commercial Code and other applicable law; and (f) being entitled to indemnification from Buyer as set forth in these Conditions.
13. PRODUCT DESIGN; NO REVERSE ENGINEERING
A. Seller reserves the right to make changes to the designs and specifications of its products or discontinue products at any time without notice. Upon making any such changes, Buyer agrees that Seller shall be entitled to substitute such changed products for products previously sold by Seller. Any changes or recommendations made by Buyer with respect to the products shall be the sole property of Seller. Seller and its licensees shall be entitled to use and incorporate any such changes or recommendations into the products and/or develop new products, and Seller shall have the right to seek intellectual property protection with respect to any such changes or recommendations and/or new products and commercialize the same without making payment, or providing other consideration, to Buyer.
B. Buyer shall not reverse engineer, decompile, disassemble, create derivative works from, or emulate the functionality of the products or Seller's confidential and/or proprietary information.
14. INTELLECTUAL PROPERTY
The sale of the products to or performance by Seller of services for Buyer shall not be construed as granting Buyer any license or other rights in, to or under any patent, trademark, copyright, or other intellectual property right of Seller or in or to the products or services.
Charges made to Buyer for tools, dies, gauges, jigs, fixtures or equipment (collectively, “Tools”) made or acquired by Seller in connection with any products ordered by Buyer do not convey title to or any proprietary or other interest in such Tools. All such Tools will remain the exclusive property of Seller.
16. NONDISCLOSURE / NONUSE
The Buyer agrees that it will not disclose or make available to any third party, or directly or indirectly use for its own benefit, any confidential or proprietary information belonging to Seller, whether or not marked as such, including, but not limited to, drawings, data, or other information pertaining to Seller’s products without obtaining Seller’s prior written authorization in each instance for such disclosure. The Buyer shall cause its employees, agents and others having access to such information to be aware of, and to agree in writing to abide by, the terms of this Section 16. Buyer shall be responsible for any breach of this Section by any of its employees, agents and others having access to such information.
17. BUYER’S INDEMNIFICATION
Buyer shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Seller and their respective officers, directors, employees, agents, contractors, representatives, successors and assigns from and against any and all claims, demands, actions, suits and proceedings (whether civil, criminal or administrative), and all liability, loss, expense (including reasonable attorneys' fees), costs, fines, penalties, interest or damages, which in any way arise out of, relate to, or are in connection with any of the following: (i) the breach by Buyer or its principals, officers, directors, employees, agents, contractors and/or representatives of any obligations, representations, warranties or covenants made under these Conditions, (ii) the intentional or negligent act or omission of Buyer or its principals, officers, directors, employees, agents, contractors and/or representatives, (iii) products being repaired or altered by persons other than Seller (unless expressly authorized in writing by Seller), (iv) Buyer’s infringement or alleged infringement of any of Seller’s intellectual property rights, (v) Buyer’s modification of any product or combination of any product with any non-Seller products, systems, software, devices or components and such modification or combination results in the actual or alleged infringement of any intellectual property rights of any third party, (vi) the improper use or installation of products, (vii) from products produced or services performed by Seller according to Buyer’s specifications, or (viii) the operation of Buyer’s business.
18. LIMITATION OF LIABILITY
SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHERWISE IN ANY WAY ARISING OUT OF OR RELATING TO THESE CONDITIONS OR THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO, THE PURCHASE, USE, INABILITY TO USE, MARKETING, SALE AND DISTRIBUTION OF THE PRODUCTS OR SERVICES, EVEN IF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES WAS MADE KNOWN TO SELLER. UNDER NO CIRCUMSTANCES SHALL SELLER’S TOTAL LIABILITY TO BUYER OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THESE CONDITIONS OR THE PRODUCTS OR SERVICES, WHETHER GROUNDED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED UPON BREACH OF WARRANTY AND CLAIMS FOR LOSS OF LIFE OR PERSONAL OR BODILY INJURY), EXCEED THE TOTAL AMOUNT PAID BY BUYER AND ACTUALLY RECEIVED BY SELLER FOR THE PRODUCTS OR SERVICES OUT OF WHICH THE CLAIM AROSE.
19. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL
These Conditions, and the underlying obligations of the parties relating to the sale of products and/or services by Seller to Buyer, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale or products sold under these Conditions. The venue for any dispute or litigation involving the interpretation or application of these Conditions or otherwise for any claims relating to the subject matter of any transaction or products or services governed by these Conditions shall be in the U.S. District Court for the Northern District of New York located in Onondaga County, State of New York or New York State Supreme Court, Onondaga County, State of New York. Each party hereby consents and submits to the exclusive jurisdiction of such courts. THE PARTIES AGREE TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY LEGAL DISPUTE RELATING TO THESE CONDITIONS OR OTHERWISE RELATING TO THE SUBJECT MATTER OF ANY TRANSACTION OR PRODUCTS OR SERVICES GOVERNED BY THE CONDITIONS.
20. FORCE MAJEURE
Seller shall not be liable for any failure or delay in the performance of any of its obligations under these Conditions or otherwise, including, but not limited to, delay in shipment, or any damages resulting therefrom, if such delay or failure is caused in whole or in part by act of God, embargo, governmental regulation, fire, strike or other labor strife, war, riot, terrorism (or threat thereof), equipment failure, delay in transportation, shortage and/or unexpected or unreasonable increase in prices of raw materials or supplies, changes in laws, or any other cause beyond the reasonable control of Seller.
21. LIMITATION ON ACTIONS
Buyer agrees, to the maximum extent permitted by applicable law, that any claim Buyer may have against Seller must be filed within one (1) year of the date on which the claim arose. If Buyer fails to file a claim within this time period Buyer shall be deemed to have waived its right to file a claim or to otherwise seek recourse against any Seller.
22. RIGHT TO OFFSET
Seller shall be entitled to offset any amounts owed by it to Buyer against any payment or compensation that is owing and unpaid by Buyer to Seller under any order by Buyer under these Conditions, under any other contract or agreement between Seller and Buyer, or otherwise.
23. INJUNCTIVE RELIEF
In addition to all other remedies available to Seller under these Conditions, at law or in equity, Seller shall be entitled to seek injunctive relief without the posting of any bond or security to obtain the entry of temporary and permanent injunctions and orders of specific performance enforcing the provisions of these Conditions. Buyer agrees and acknowledges that failure to comply with the provisions of these Conditions will result in irreparable harm to Seller.
24. RELATIONSHIP OF THE PARTIES
The relationship of Seller and Buyer as created by these Conditions is that of independent contractors, and nothing herein shall be construed to create or imply the creation of a relationship between the parties as principal and agent, employer and employee, partners and/or joint venturers. Neither party shall have, or hold itself out as having, the power or authority to bind or create liability for the other party by its negligent or intentional acts or omissions.
No waiver, alteration, or modification of any of the provisions of these Conditions shall be binding unless in writing and signed by an authorized representative of Seller. No delay or failure on Seller’s part in exercising any right, privilege, remedy or option hereunder shall operate as a waiver of such right, privilege, remedy or option.
If any provision of these Conditions shall be determined to be invalid or unenforceable, such provision shall be invalid or unenforceable only to the minimum extent required, and all other provisions shall remain in full force and effect.
All notices or other communications required to be given under these Conditions shall be in writing and shall be deemed to have been given upon personal delivery, certified or registered mail, return receipt requested, or by overnight courier with proof of delivery to the parties at the addresses set forth in an accepted order, unless a different address is designated in writing.
28. NO THIRD PARTY BENEFICIARIES
These Conditions are not intended to benefit any third party.
Buyer shall not delegate any duties or assign (by operation of law, through change in control transaction or otherwise), these Conditions or any rights or claims under these Conditions or any order without Seller’s prior written consent. Any attempted or purported delegation or assignment by Buyer in violation of the foregoing shall be void.
Seller reserves the right to change these Conditions from time to time and at any time by publishing revised Conditions on Seller’s website at www.anaren.com. Buyer is advised to review the website and these Conditions regularly. The revised Conditions shall immediately become effective for all quotes issued and sales made after publication.
All provisions set forth in these Conditions regarding warranty, confidential information, indemnification, limitation on liability, and any other provisions that survive by their terms, will survive any expiration or termination of any quote, or any termination, cancelation or completion of any order.
Last Revised: April 22, 2015