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  1. Application: These General Terms and Conditions are set forth in an effort to create a clear hassle-free experience for our customers. They apply to all products, supplies or services (collectively, “Products”) furnished by Campbell Scientific, Inc., (CSI) to any CSI customer (“Customer”). In ordering, receiving, or accepting the Products, Customer agrees to these General Terms and Conditions. If the need arises for CSI to adopt your organization's terms and conditions, CSI will only be bound to those by agreement in writing, and corresponding pricing will reflect any additional responsibility and risk.

    These General Terms and Conditions, together with CSI's price quotation, Customer's Purchase Order (absent any conflicting terms or conditions included therein), CSI's order acknowledgment, and CSI's invoice form the entire agreement between CSI and Customer with respect to the purchase of the Products, and all other terms, conditions, and/or representations, whether written or oral, express or implied, are excluded.

  2. Prices/Quotations: CSI's prices are subject to change without notice. CSI's price quotations, unless earlier withdrawn, shall be open only to unqualified acceptance by Customer in accordance with these General Terms and Conditions, and only within the period specified in the quotation (or, if no such period is specified, within a period of thirty (30) days from the date of the quotation). CSI's prices and quotations do not include any charges or billable items from third-party purchasing agents, and CSI reserves the right at any time to adjust pricing and quotations to account for any such third-party purchasing agent charges or billable items. CSI prices and quotations are subject to Customer credit approval.

  3. Payment Terms: All orders are accepted with cash paid in advance or other immediately available funds, or upon such other terms as the parties may agree. CSI may, in its sole and absolute discretion, extend credit to Customer. Customer's application for credit, available at www.campbellsci.com/credit-application, requires completion of a CSI credit application and a current balance sheet. If credit is extended, payment terms will be Net 30, unless otherwise specified by CSI. Customer will be charged a finance fee of 1½% per month of any amount past due until paid. Customer shall be responsible for all collection costs, attorney fees, and other reasonable costs incurred by CSI in pursuing collection of any past due amounts, including those incurred by CSI in initiating a collection lawsuit, which amounts shall be added to the balance due by Customer and paid by Customer. In the event Customer's account balance is delinquent, CSI may, in addition to CSI's other remedies at law and remedies provided herein, put the Customer's account on hold, and the Customer will not be able to make additional purchases on the account until the Customer's balance, including any interest and fees, is paid in full.

    CSI accepts the following credit cards: American Express, Corporate Purchasing Cards, VISA, Discover Card, and MasterCard.

  4. Taxes: CSI's prices and quotations do not include sales, use, excise, or other taxes that pertain to the locale of Customer. Accordingly, Customer shall, in addition to prices and quotations specified by CSI, pay any sales, use, excise, or other tax attributable to the sale of the Products covered hereby, or, in lieu thereof, provide CSI with tax exemption certificates acceptable to CSI. If CSI is required to pay any taxes with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the Products sold to Customer, the Customer shall promptly pay the amount thereof to CSI upon demand.

  5. Minimum Orders and Custom Invoicing Fees: Orders less than $50.00 (exclusive of any shipping, taxes, and other fees or charges, as applicable) are subject to a $15.00 handling fee.

    CSI may comply with Customer requests for special and/or custom invoicing, subject to a $50.00 fee per special/custom invoice.

  6. Order Acceptance: Customer will inspect received shipment and will notify CSI of any shortages or damaged goods within fifteen (15) working days of receiving the shipment. Failure to report findings within fifteen (15) working days will relieve CSI of any responsibility to replace.

  7. Change Order Policy/Cancellation: A change order fee of $75 or 15%, whichever is greater, shall be charged for each change order occurrence. Fees will be paid via credit card or through amended purchase order agreement.

    Order cancellation request after item(s) are manufactured or assembled will incur a $75 or 15% cancellation fee, paid via credit card or due upon receipt of invoice. Qualifying cancelled item(s) align with and follow the CSI "Restocks/Returns" section. Any “SPECIAL," built-to-order item(s), is not returnable and cannot be cancelled.

  8. Cancellation of Special Orders: Products whose description includes the word "SPECIAL" are either acquired by CSI from third parties or are custom-assembled by CSI as a service to its Customers. Customer acknowledges and agrees that these Products marked “SPECIAL” are only warranted to the limits extended by the original manufacturer of the Products acquired and resold to the Customer by Campbell Scientific, Inc., and that all Warranty claims and repairs for these items must be coordinated by the Customer with the original manufacturer without involvement of CSI. CSI’s standard Warranty coverage for items included in an assembled Product marked “SPECIAL” applies only to individual components within the solution that are manufactured directly by CSI or are otherwise found on CSI’s published price list. Whether the Products described as “SPECIAL” are acquired or assembled by Campbell Scientific, Inc., all orders placed for “SPECIAL” Products are final and are sold on a noncancelable, non-refundable, nonreturn basis. All orders placed for “SPECIAL-CUSTOMIZED” Products are final and are sold on a noncancelable, non-refundable, nonreturn basis.

  9. Shipping Policy: All Products are shipped FOB Logan, Utah (FCA Logan, Utah or DAP per Incoterms® 2010, if international), with freight and insurance prepaid and added to the invoice as a separate item. LTL freight is estimated to cover liftgate-ground delivery, residential, inside, and/or limited access locations. Only actual charges will be billed.

  10. Risk and Title: Risk of loss or damage to the Products shall transfer to the Customer from the time of delivery or deemed delivery. Any and all claims for Products lost or damaged in transit should be made by Customer to the carrier, as risk of loss transfers to Customer, and CSI's responsibility ceases, upon CSI's tender of Products to Customer, to Customer's representative, or to a common carrier. Ownership of the Products shall not pass to the Customer until CSI has received payment in full for the Products and all other sums due to CSI from the Customer on any account. Until transfer of title in the Products, the Customer shall ensure that the Products are kept safe, secure and insured.

  11. Services: Customer shall, at its own expense, supply CSI with all necessary documents, permissions, materials, and data, or other information reasonably requested by CSI, to allow CSI and/or its agents and representatives to provide any Services related to the Products, such as installation and training, and Customer will provide suitable working accommodations at the location the Services will be performed.

  12. Limited Warranty:

    WARRANTY DEFINITIONS:

    • Warranty: This is a Limited Warranty.
    • CSI: Campbell Scientific, Inc., Logan, Utah, USA
    • Purchaser: The entity with legal ownership of Products, its heirs and assignees.
    • CSI Products: Items manufactured by Campbell Scientific, Inc. These include, but are not limited to, hardware, software licenses, licensed software, and software media.
    • Buyouts: Items resold but not manufactured by CSI.
    • Services: Work performed by Campbell Scientific, Inc., employees including, but not limited to, support, customization of software and operating systems, programming, installation work, and electrical connections.

    ITEMS WITH NO WARRANTY:

    • Services and the results of Services
    • Batteries, fine-wire thermocouples
    • Desiccant, desiccant apparatus
    • Filters, filter apparatus
    • Bottles, bottle assemblies
    • Chemicals and solutions, chemical and solution containers
    • MicroSD memory cards
    • Products, content, and media for promotion, instruction, and training
    • Certificates of calibration and conformance
    • Products that are rented, loaned, or provided free of charge
    • Kits for repair, maintenance, and spare parts
    • Other consumables

    BUYOUTS: Buyout Warranties are limited to the manufacturers' offerings. See Product-specific web pages for exact Warranty length. CSI makes a reasonable effort to keep this information up-to-date, but Buyout Warranties may change without notice. Some Buyout Warranties are extended only from the date the Product shipped to CSI from the manufacturer.


    CSI PRODUCTS: CSI Products are warranted by CSI to be free from defects in materials and workmanship for one (1) year subject to the following conditions:

    • CSI Products are placed in normal use and service.
    • Warranty applies to the original purchase only.
    • Warranty period begins on the date of shipment from CSI.

    CSI Products with exceptional Warranty periods (periods greater than and less than one year) are listed on the Product-specific web pages. CSI makes a reasonable effort to keep this information up-to-date, but CSI Product Warranties may change without notice.


    CSI warrants that CSI Products will perform substantially in accordance with specifications set forth in the respective CSI instruction manuals. Warranty is conditional upon installation and use of CSI Products that are consistent with recommendations published in CSI instruction manuals.


    Warranty coverage is determined solely by the CSI Customer Service Department (repair) or a CSI authorized repair facility. See CSI repair policy and procedures here. Freight costs to and from third-party repair facilities may apply.


    Warranty is not extended by the installation of software, operating system upgrades, or patches that are provided free of charge.

    Software installation media that has been damaged, lost, or abused will not be replaced. Software licensee may make a backup copy of software as set forth in the end-user license agreement (EULA), which is found in respective software instruction manuals.


    CSI does not warrant that any CSI Product will meet Purchaser's requirements or operate uninterrupted or error-free. CSI shall not be liable for special, incidental, consequential, indirect, or other similar damages even if CSI has been advised of the possibility of such damages. CSI is not responsible for any costs incurred arising from the following:

    • Claims by a party other than Purchaser
    • Products subjected to modification, misuse, neglect, improper service, accidents of nature, or shipping damage
    • Computer hardware or operating systems
    • Use of CSI software with non-CSI software
    • Lost profits or revenue
    • Loss of use of software
    • Late, incomplete, false, or inaccurate data, or loss of data
    • Cost of recreating lost data
    • Cost of any substitute Product
    • Telecommunication access costs
    • Other similar costs

    Site correction and warning thresholds associated with electric field and lightning detection instruments are the responsibility of the Purchaser. The Purchaser is responsible to reset time when a threshold is passed in order to clear an alarm, as these threshold levels may vary with sensitivity to the nature of the risk (e.g., handling explosives) and cost of disruption by an alarm (e.g., playing golf vs. fueling airplanes).


    CSI, without notice, may modify Products, including hardware, software, and firmware (operating systems). In no instance will CSI be responsible for incurred costs or liabilities arising from Product modification updates performed by end user.


    CSI's obligation under this Warranty is limited to, at CSI's option, repairing or correcting defective Products, replacing defective Products, or refunding the purchase price paid for defective Products; this shall be the sole and exclusive remedy. Purchaser assumes all costs of removing, reinstalling, and shipping defective Products to CSI. CSI will return such Products by surface carrier prepaid within the continental United States of America. To all other locations, CSI will return such Products the best way CIP (port of entry) per Incoterms® 2010.


    Purchaser's sole and exclusive remedy is set forth in this Warranty. Purchaser agrees to bear all Warranty responsibility for derivative Products developed, sold, or distributed by Purchaser. CSI’s aggregate liability arising from or relating to Products or this agreement, regardless of the form of action (e.g., contract, tort, computer malpractice, fraud and/or otherwise) is limited to the purchase price paid by the Purchaser.


    CSI EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CSI hereby disclaims, to the fullest extent allowed by applicable law, any and all Warranties and conditions with respect to the Products, whether express, implied or statutory, other than those expressly provided herein.



  13. Factory Repair: Factory repair charges, to the extent not covered by CSI's Limited Warranty, are billed at a minimum hourly rate plus cost of materials at prevailing prices. Contact the RMA Department for the current hourly rate.

  14. Restocks/Returns: With some exceptions, unused Products may be returned within sixty (60) days of purchase with prior authorization (RMA) by the factory. Upon Customer obtaining a restock number, items must be returned to CSI within thirty (30) days. Failure to return items in this time period may result in no credit given. Returned Products must be suitable for resale as new. A 15% restock fee will be charged ($75.00 minimum) on all returns. Credit will be given only to the billing party on the invoice. Credit will not be given for cables or tubing cut to Customer-specified lengths, or for Services performed on Products, such as extended temperature testing.

    Products that may not be returned include, but are not necessarily limited to, the following: antenna cables, software, consumables, Services, obsolete Products, specially modified versions of standard hardware, Products not available for purchase from CSI price lists or on CSI’s website, and Products that are otherwise designated as nonreturnable or non-restockable.

  15. Product Use: Customer hereby accepts sole responsibility for ensuring that the Products are used properly, whether used alone or in conjunction with any other Services, software, or other goods. Where the Products form part of a larger project or series of work carried out by the Customer, and/or by a third party on the Customer's behalf, CSI shall have no responsibility or liability whatsoever for the success or failure of that larger project or series of work.

  16. End User and End Use Information: For compliance with export regulations and also any Product-specific notifications that may come up before or after shipment, Customer agrees to provide and update CSI with the identification/contact information of the end user of the Products.

  17. Security Interest: By acceptance of the Products, Customer grants CSI a security interest in the Products, until payment in full, continuing if the collateral becomes part of a whole, Product or mass, together with all proceeds and/or Products, and, upon failure to pay as agreed, CSI shall have all rights and remedies of a secured party under applicable law.

  18. Resale: Resale of Product by Customer is prohibited without the written consent of CSI, and such consent shall not be unreasonably withheld, but shall be subject to Customer's completion of form BIS 7-11 as per Bureau of Industry and Security standards.

  19. Serial Number: Customer agrees that the serial number affixed to Product shall not be removed, altered, or made unreadable under any circumstances, as such is necessary to determine disposition of the Limited Warranty. Customer understands that any removal, alteration, or disfigurement of the serial number may disqualify Customer from Limited Warranty eligibility.

  20. Limitation of Liability: Except for indemnity obligations exchanged herein and to the extent not prohibited by law, with respect to claims between the parties, in no event shall either party be liable under this Agreement for personal injury, or any incidental, special, indirect, punitive or consequential damages whatsoever, including, without limitation, loss of income, loss of business, diminution of goodwill, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to the other party's engagement to perform, use or inability to use the Products, however caused, regardless of the theory of liability. Both parties acknowledge that the other has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

  21. Indemnification: CSI shall indemnify and keep indemnified up to a maximum of $1 million, Customer and its agents, representatives and employees against any loss, damages, injury claims, demands, or causes of action, asserted by or claimed by any third party in connection with or related to either party’s responsibilities hereunder, whether contractual, in tort, or as a matter of strict liability or liability imposed by law or regulation, to the extent arising out of the negligent or grossly negligent or intentionally wrongful acts or omission, or other fault of CSI or third parties over which CSI has control or any violation of applicable laws or regulations by CSI or third parties over which CSI has control.

    Customer shall indemnify and keep indemnified up to a maximum of $1 million, CSI and its agents, representatives, and employees against any loss, damages, injury claims, demands, or causes of action, asserted by or claimed by any third party in connection with or related to either party’s responsibilities hereunder, whether contractual, in tort, or as a matter of strict liability or liability imposed by law or regulation, to the extent arising out of the negligent or grossly negligent or intentionally wrongful acts or omission, or other fault of Customer or third parties over which Customer has control or any violation of applicable laws or regulations by Customer or third parties over which Customer has control.

    Neither party will be responsible for the malfeasance of the other party.

  22. License of Intellectual Property Rights: CSI hereby grants to the Customer, and the Customer hereby accepts, a non-exclusive, transferable, royalty-free license for use of the Products. Customer shall not be entitled to grant or purport to grant to any third party any sublicense of the whole or any part of the rights granted to the Customer under this license. CSI gives no Warranty in relation to the licensed technology or the uses to which it may be put by the Customer. CSI makes no representation or Warranty that the Products and/or the use of the licensed technology will not infringe on another's patent or as to the validity or scope of any of the licensed technology.

  23. Confidentiality: CSI respects Customer confidentiality. Nevertheless, if technical information is anticipated to be disclosed by either party that shall be deemed to be of a confidential or proprietary nature, then the parties should negotiate and execute a bilateral written agreement specific to the purpose of the parties' transaction. Most transactions do not require a Nondisclosure Agreement.

  24. Time/Limitation: CSI will use reasonable efforts to meet any estimated timelines or due dates for delivery of the Products. Any such dates are intended to be approximate and time shall not be of the essence with respect to such delivery. If no dates are specified, delivery will be within a reasonable time. CSI reserves the rights to defer the date of delivery of the Products, or to cancel the contract, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control, including, without limitation, acts of God, strikes or other labor disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

  25. Disclaimer: While CSI endeavors to provide only accurate and up-to-date information about the Products, all drawings, samples, descriptive matter, specifications and advertising issued by or provided by CSI and any descriptions or illustrations contained in CSI's promotional materials, including, but not limited to, all information contained on CSI's website, are issued, displayed, made available, or published for general information only and for the sole purpose of giving an approximate idea of the Products, goods, and/or Services described therein, and will not form part of the contract between the parties, will not bind CSI in any way, and CSI makes no representations or Warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the same for any purpose. CSI will not be bound by or responsible for errors or omissions in any such information and reserves the right to correct any errors or omissions in such information in its sole and absolute discretion. In no event will CSI be liable for any loss or damage arising out of, or in connection with, the use of or reliance upon such information.

    Through CSI's website Customer may be able to link to other websites which are not under CSI's control. CSI has no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorsement of the views expressed within them. Every effort is made to keep CSI's website up and running smoothly. However, CSI takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues.

  26. Default: Upon material default by either party, the non-defaulting party shall have the option to terminate the agreement or suspend performance of the agreement until the defaulting party's default is cured. Neither party is relieved of any obligations hereunder that accrued prior to the date of the default.

  27. Assignment: On orders of over $10,000.00, Customer may not assign, sublicense or subcontract its rights or obligations under any commercial relationship with CSI without the express prior written consent of CSI. CSI may, without Customer's consent, assign its rights or obligations to any subsidiary or holding company of CSI and/or subcontract any part of CSI's obligations contemplated herein and regarding the Products.

  28. Termination: Either party may terminate the commercial relationship between the parties, by written notice, at any time and in their sole discretion. However, any such termination must accommodate payment for reasonable costs and expenses incurred through the date of termination.

  29. Survival: If any provision of the contract between the parties, including the General Terms and Conditions herein, is found by any court of competent jurisdiction to be unenforceable in any way, the remaining provisions shall continue in full force and effect.

  30. Choice of Law/Venue: The parties' commercial relationship and/or contract and the General Terms and Conditions shall be construed in accordance with the laws of the State of Utah, USA, without giving effect to the principles of conflicts of law. CSI and Customer hereby submit to the exclusive jurisdiction of any appropriate Court of the State of Utah, USA, to resolve any disputes or controversies which may arise under the parties' commercial relationship and/or contract and the General Terms and Conditions.

  31. No Waiver: Failure or delay by either party in enforcing or partially enforcing any provision of the General Terms and Conditions shall not be construed as a waiver of any of its rights under the contract.

  32. US-Based: CSI is a US-based company. All measurements are in feet, with the exception of OBS cables, which are ordered in meters.

  33. Discounts: The following discounts may be applied to Product pricing (some Products are excluded – see specific Product ordering information for details and availability). Discounts do not apply to freight or insurance.

    Quantity: Cable lengths are not discounted.
    Quantity % Off

    10-24

    7

    ≥ 25

    10

    Educational Institutions: (Universities and tax-funded educational facilities) 4% discount from applicable list price for 1-9 units per order. For 10 or more units per order, see Quantity discount above. Cable lengths are not discounted.

    Select Software Products Only: Some select software Products may qualify for a greater quantity discount. Refer to CSI website at www.campbellsci.com for details.

  34. Priority of Terms: In the case of a conflict between these Terms and Conditions and the terms and conditions of any applicable quotation, order acknowledgment, invoice, price list, Product manual, or RMA, then, as to the conflicting terms only, the terms and conditions of the quotation, order acknowledgment, invoice, price list, Product manual, or RMA, as may be applicable, shall govern.

11/02/2018