Terms and Conditions | PlaneWave Instruments

PLANEWAVE INSTRUMENTS TERMS & CONDITIONS OF SALE

These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the products set forth in the Order Confirmation (“Products”) by PlaneWave Instruments Inc. (“Seller”) to the buyer named on the Order Confirmation (as defined below) (“Buyer”). Collectively Buyer and Seller are referred to as the “Parties” and individually as “Party.”

Orders. The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Seller rejects and this Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not modify or amend these Terms. Acceptance of the Order Confirmation by Buyer is a prerequisite to the purchase of the Products and shall operate as an acceptance of these Terms which are expressly incorporated into the Order Confirmation. The standard lead time for most Products that are mounts, gimbals, optical tube assemblies and observatory-class systems is 1-6 months. The current estimated lead time for the applicable Product(s) is set forth in the Order Confirmation. Estimates and/or quotes are valid for 30 days from date of issuance, unless otherwise stated in writing.
Delivery. The Products will be made available for pickup or delivery within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of the Products. Pickup or delivery dates given by Seller are estimates only and are subject to shipping variations and Seller shall not be liable for any delays, loss, or damage in transit. Unless otherwise agreed in writing by the Parties, Seller shall make the Products available for pickup at the address set forth in the Order Confirmation (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Products. All items are shipped DAP (2024 Incoterms). Title and risk of loss pass to Buyer upon making the Products available at the Delivery Point. Shipping is arranged by Seller, with the Products fully insured. All shipments are subject to US Export Law. For international shipments, Seller requires an END USE STATEMENT (US DOC, BIS Form 711) to be filled out, signed, and returned prior to order confirmation.
Cancellation of Cancellation requests must be made to Seller in writing prior to the Products shipment or being made available for pick up. Cancellation fees, where applicable, will be deducted from the Deposit or any other payments made to Seller. If a refund is due to Buyer after cancellation fees have been paid, refunds will be sent within 30 days of receipt of the cancellation request made in accordance with this Agreement. Standard Products, including telescopes, mounts, systems and accessories not modified, customized, or designed specifically for Buyer are subject to a 35% cancellation fee, if cancelled prior to final payment requests and/or invoicing. Orders cancelled after final payment requests and/or invoicing may be subject to a higher cancellation fee in Seller’s sole discretion. Orders for custom and customized Products may be cancelled, but such orders will incur cancellation fees to be determined by Seller in its own discretion. Completed custom Products or Product customizations will be subject to as much as a 100% cancellation fee. For such orders that are in progress, Seller will calculate cancellation fees based upon work and related costs that have been applied towards the order. Orders for third-party manufactured Products and/or services are only cancellable if allowed by the applicable third-party manufacturer or service provider. Related cancellation fees and restocking fees (should such Product have been received by Seller) will be based upon the fees charged by the third-party vendor.
Prices and Costs. Buyer shall purchase the Products from Seller at the prices (the “Prices”) set forth in Seller’s published price list in force as of the date of the delivery of the Products. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices exclude transportation and insurance costs which are the responsibility of the Buyer acknowledges and agrees that the shipping rates provided by Seller are estimates only and that Buyer agrees to pay the actual shipping rate applicable at the time of shipment even if such rate is higher than the estimate. Shipping rates are valid for 30 days and all shipping will be re-quoted and updated at time of final invoicing. Customs duties, import taxes, and brokerage are not included in shipping quotes for non-US-domestic orders. If Buyer prefers to use their own shipper or shipping broker, there will be a possessing fee of $50 for domestic and $100 for international shipments, upon approval by Seller. If Buyer does not accept shipment of an order within 30 days of its availability to be shipped, storage fees will apply. These fees will be separately invoiced and deducted from the applicable Deposit or other payments made to Seller. Storage fees are based upon the Products ordered and are at least $5 per day. Orders will be considered cancelled and void if storage fees exceed Deposits and other payments paid to Seller for the applicable order. Buyer should contact its Seller representative to determine the storage rates for the applicable order.
Payment Terms. A 50% deposit (“Deposit”) is required for all Products (including but not limited to OTAs, mounts, and complete systems) when an order is placed, except for: (a) off -the shelf accessories, which do not require a Deposit and (b) custom Products and/or third-party products (both of which require full payment upfront). If full-payment is not made upfront, request for final payment (equal to the total Price and any related charges or costs, minus the Deposit) for such Product shall be sent 2-4 weeks prior to the estimated ship date, and payment for Products must be received (and all personal checks must clear) prior to the estimated ship date or the date that the Products are made available for pickup. Unless otherwise agreed to in writing by Seller, all labor charges and travel costs must be paid to Buyer prior to the start of such labor or travel. All payments hereunder shall be in US dollars. Seller accepts cash, checks (personal, cashiers or corporate) and wire transfers. Seller accepts major credit cards (Visa, MasterCard, Discover, or American Express subject to the surcharge set forth herein) for orders not covered by reseller discounts. Seller may accept educational, governmental, and corporate purchase orders, subject Seller’s prior written approval. Buyer shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law.
Intellectual Property. Buyer acknowledges and agrees that: (a) except as otherwise expressly agreed by the Parties in writing, any and all intellectual property rights in and to any Products sold by Seller under these Terms and any and all products sold by Seller to Buyer previously, including but not limited to standard Seller Products and custom Seller Products (collectively, the “Seller Intellectual Property”), are the sole and exclusive property of Seller, and Buyer has not and shall not acquire any ownership interest in any Seller Product, Seller Intellectual Property, or any other product sold by Seller; (b) any goodwill derived from the use by Buyer of Seller Intellectual Property inures to the benefit of Seller; and (c) if Buyer acquires or has acquired any intellectual property rights in or relating to any Seller Intellectual Property or any Products or other products sold by Seller, or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller without further action by either of the Parties.
Limited Warranty. Seller warrants to Buyer that: (a) with respect to coatings, the Products that are manufactured by Seller will be materially free from defects in materials and workmanship for a period of one year from the date that the Products are shipped or that Seller makes then Products available for pickup (“Coating Warranty Period”); and (b) with respect to electronics and mechanics, the Products that are manufactured by Seller will be materially free from defects in materials and workmanship for a period of two years from the date that the Products are shipped or that Seller makes the Products available for pickup (the “Electronics Warranty Period”). Products that are manufactured by third-parties will be subject to third-party warranties. Seller makes no representations or warranties regarding third-party manufactured Products. The warranties under this Section do not apply where the Products have been: (i) subjected to abuse, misuse, neglect, negligence, accident, abnormal physical stress or environmental conditions, use contrary to any instructions issued by Seller, or improper testing, installation, storage, handling, repair, or maintenance; (ii) reconstructed, repaired, or altered by anyone other than Seller or its authorized representative; or (iii) used with any third-party product, hardware, or product that has not been previously approved in writing by Seller. For warranty coverage to apply when the products are hosted by a third-party (individual or commercial entity), a three-way agreement must be established between the buyer, the seller, and the third-party This agreement will ensure that all parties are informed of and adhere to the warranty terms and responsibilities. This Section 7 is the abbreviated version of the applicable warranties. Contact your Seller representative for full warranty details
Buyer’s Exclusive Remedy for Breach of Warranty. During the applicable Coating Warranty Period and/or Electronic Warranty Period: (a) Buyer shall notify Seller, in writing, of any alleged warranty claim arising under Section 7 within five days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim (but in any event before the expiration of the applicable Coating Warranty Period and/or Electronic Warranty Period); and (b) Buyer shall obtain a return authorization number from Seller and shall ship the relevant Products within five days of the date of its notice to Seller, at its expense and risk of loss, to Seller’s facility for inspection and testing by The return authorization number must be displayed on the outside of the shipping container or the shipping label for the applicable Products. Buyer shall obtain a return authorization number by calling Seller at (310) 639-1662. If Seller’s inspection and testing reveals, to Seller’s reasonable satisfaction, that such Products do not conform with the limited warranty set forth herein, Seller shall at its expense (subject to Buyer’s compliance with this Section) repair or replace such Products. If Seller replaces or repairs the Products, Seller shall, after receiving Buyer’s shipment of such Products, ship to Buyer the repaired or replacement Products to a location designated by Seller in writing, at the buyer’s expense. Buyer has no right to return for repair, replacement, credit, or refund any Products except as set forth in this Section 8. THIS SECTION 8 SETS FORTH THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7.
WARRANTIES EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER INDIVIDUAL OR ENTITY ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7 OF THIS AGREEMENT.
Limitation of Liability. IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER PURSUANT TO THE APPLICABLE ORDER CONFIRMATION.
Compliance with Law. Buyer shall at all times comply with all laws applicable to this Agreement, Buyer’s performance of its obligations hereunder, and the Products.
Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Confidential Information. All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake; (c) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances and (h) other events beyond the control of the Impacted Party.
Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Michigan without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer. Any purported assignment or delegation in violation of this Section is null and void. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement. All notices shall be in writing and addressed to the Parties a the addresses set forth on the face of the Order Confirmation or to such other address for either Party as that Party may designate by written notice.
Customer Agreement. By signing below, I, the undersigned, hereby acknowledge that I have read, understood, and agree to the terms and conditions outlined in this contract. I affirm that I have the authority to enter into this agreement on behalf of the customer. I agree to fulfill all obligations as stated in the contract and accept the terms of service and payment as detailed.