Please read all these provisions (“terms”) carefully before using this Web site.
Using this Web site indicates your agreement and acceptance of these terms. If you do not accept these terms, do not use this Web site or download materials from this site.
The Site and its Use
The Sonitek Corporation Web site is owned and provided by Sonitek Corporation from its offices in Milford, Connecticut. The Web sites of Sonitek Corporation and its subsidiaries and affiliated companies are each owned and provided by such subsidiaries and companies.
For purposes herein, Sonitek Corporation and its subsidiaries and affiliated companies are collectively referred to as "Sonitek." The applicable Web site or sites are referred to herein as the "Site." Each Site is provided for your personal information and non-commercial use.
Please feel free to browse the Site; however, your access to and use of the Site is subject to the following Terms and all applicable laws:
• You shall use the Site for lawful purposes only.
• You shall not post or transmit through the Site any information or material which violates or infringes, in any way, the rights of others, or which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, harassing, or otherwise objectionable.
• Nor shall you post or transmit through the Site any information or material which encourages conduct that would constitute a criminal offense, give rise to liability or otherwise violate any law or administrative ruling or guidelines, is in violation of these Terms, or which, without Sonitek Corporation prior written approval, contain advertising or any solicitation with respect to products or services.
Any conduct by you that, in Sonitek Corporation opinion, restricts or inhibits any other user from using or enjoying the Site will not be permitted.
The Site contains information and material, including, but not limited to, text, software, photos, video, graphics and audio, (collectively "Materials") which are derived in whole or in part from information and materials supplied by Sonitek Corporation and other sources, and are protected by international copyright, trademark and other laws and the entire content of the Site is copyrighted as a collective work under the United States Copyright Laws.
Sonitek Corporation owns the copyright in the overall selection, coordination, arrangement and enhancement of such content, and owns the rights in, or license to use, the individual components of such content.
Materials may not be copied, reproduced, republished, modified, uploaded, posted, transmitted or distributed in any way or decompiled, reverse engineered or disassembled, including but not limited to the text, images, audio and/or video, as well as any software (including but not limited to any images or files incorporated in or generated by the software or data accompanying such software), except that you may download one copy of the Materials on any single computer for your personal, non-commercial use only, provided you keep intact all copyright, trademark and other proprietary notices and make no change in or deletion of author attribution.
This limited authorization is not a transfer of title in the Materials and by your use of the Site, you acknowledge that you do not acquire any license, ownership or other rights to the Materials.
Modification of the Materials or use of the Materials for any other purpose is a violation of Sonitek Corporation or such other sources' copyright, trademark and other proprietary rights and may violate other laws.
The use of any such Materials on any other Web site or networked computer or environment is prohibited without Sonitek Corporation's express written consent. If you breach any of these Terms, your authorization to use the Site automatically terminates and you must immediately destroy any downloaded or printed Materials.
The site and materials and related communications are provided “as is” without any representations or warranties, express or implied, of any kind, including, but not limited to, warranties of merchantability, non-infringement, or fitness for particular purpose..
Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions of implied warranties may not be applicable under certain circumstances. Under these circumstances, all other exclusions remain in force.
Sonitek Corporation does not warrant the accuracy, reliability or completeness of any information contained on this site. Nor does it warrant or represent that any information may be suitable for use in any circumstance or application. By using this site you acknowledge that any reliance on any such materials, advice, statement or information shall be at your sole risk.
Sonitek Corporation assumes no responsibility and shall not be liable for any damages of any nature caused by the use of this site. This express disclaimer includes damages caused by viruses, worms, Trojans or any other computer software or anomaly that may infect, affect, or damage your computer hardware, software, memory or any other property of yours or others, as a result of your access to, use of, or browsing in this site.
Sonitek Corporation may provide as a convenience to you, links to Web sites operated by other entities and persons, but makes no representations whatsoever about any other Web site which you may access through this one. Any link to a non- Sonitek Corporation Web site does not mean that Sonitek Corporation endorses or accepts any responsibility for the content, or the use of such Web site.
If you use these sites, you do so at your own risk. Sonitek Corporation makes no warranty or representation regarding, and does not sponsor or endorse, any linked Web sites or the information or materials appearing thereon or any of products and services described thereon.
Furthermore, links do not imply that Sonitek Corporation is affiliated or associated with, or that any linked site is authorized to use any trademark, trade name, logo, or copyright of Sonitek Corporation.
Third Party Content
Any opinions, statements, services, offers or other information or content expressed or made available in the Site by any third party are those of the respective author(s) or distributor(s) and not of Sonitek Corporation.
Limitation of Liability
Your use and browsing of the Site is at your risk. If you are dissatisfied with any of the Materials contained in the Site, or with any of these Terms, your sole and exclusive remedy is to discontinue accessing and using the Site.
Under no circumstances will Sonitek Corporation, its suppliers or other third parties mentioned at, or involved in creating, producing, or delivering the site be liable for any direct, incidental, consequential, indirect, special or punitive damages whatsoever (including without limitation, costs and expenses of any type incurred, lost profits, lost data or programs, and business interruption) arising out of your access to, use, inability to use or the results of use of the site any Web sites linked to the site, or any materials contained at any or all such sites (including but not limited to those caused by or resulting from a failure of performance; error; omission; linking to other Web sites; interruption; deletion; defect; delay in operation or transmission; computer virus; communication line failure; or destruction, unauthorized access to, alteration of, or use of any computer or system), whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory and whether or not Sonitek Corporation was advised of the possibility of such damages.
Sonitek Corporation shall have no liability or responsibility for any acts, omissions, or conduct of any user or third party.
Sonitek Corporation obligations and responsibilities regarding its products and services are governed solely by Sonitek Corporation terms and conditions of sale or license under which such products and services are sold or licensed.
Copies of such terms and conditions are available from the applicable Sonitek Corporation entity.
Information Provided By You
It has been and remains Sonitek Corporation policy not to accept or consider ideas, suggestions or materials other than those that Sonitek Corporation has specifically requested from you. Accordingly, Sonitek Corporation does not want you to, and you should not, send any confidential or proprietary information to Sonitek Corporation through the Site unless specifically requested by Sonitek Corporation. Please note that any unsolicited information or material sent to Sonitek Corporation will be deemed not to be confidential or proprietary.
By submitting information and material to the Site, you automatically grant to Sonitek Corporation (or warrant that the owner of such information and material has expressly granted to Sonitek Corporation) a royalty-free, perpetual, irrevocable, unrestricted, right and license to use, reproduce, display, perform, modify, adapt, publish, translate, transmit and distribute, or otherwise make available to other such information and material (in whole or in part and for any purpose) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed. You also agree that Sonitek Corporation is free to use any ideas, concepts, know-how, or techniques that you send Sonitek Corporation for any purpose.
As further provided above, Sonitek Corporation does not want to receive, and you are deemed to covenant and agree through the use of the Site not to provide, any information or materials to Sonitek Corporation that are defamatory, threatening, obscene, harassing, in violation of any law, governmental requirements or otherwise unlawful, or that incorporate the proprietary information or materials of another person or entity.
You shall not upload, post or otherwise make available on the Site any information and material protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right(s).
You shall be solely liable for any damages resulting from any infringement of copyright, proprietary rights, or any other harm resulting from such a submission.
Sonitek Corporation reserves the right, in its sole discretion, to revise these Terms at any time and correct any errors or omissions in any portion of the Site and Materials. Materials may also be changed, modified, added, or removed and updated without notice at any time; however, Sonitek Corporation is under no obligation to update Materials.
Sonitek Corporation may also make changes in the products, services, programs, or prices (if any) described in the Site at any time without notice. Your continued use of the Site after any change Sonitek Corporation makes to the Site will be considered acceptance of those changes.
You should revisit these Terms from time to time to review the then-current Terms because they are binding on you.
Linking to Site
Anyone linking to Sonitek Corporation Site must comply with Sonitek Corporation guidelines for linking to Sonitek Corporation Site and all applicable laws.
The Site is administered by Sonitek Corporation from its offices in the United States. Materials published at the Site may refer to products, programs, or services that are not available in your country. Consult your local Sonitek Corporation business contact in this regard.
Furthermore, Sonitek Corporation makes no representation that the Materials at the Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited.
You may not use the Site or export information and materials in violation of the export laws of the United States or any other country. If you access the Site from a location outside of the United States, you are responsible for compliance with all applicable laws.
These Terms shall be governed by the laws of the State of Connecticut, without giving effect to any principles of conflicts of law. If any provision of this Agreement and Terms shall be unlawful, void, or for any reason unenforceable then that provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between Sonitek Corporation and you with respect to your use of the Site. Any cause of action you may have with respect to your use of the Site must be commenced within six (6) months after the claim or cause of action arises.
Terms of Sale
TERMS AND CONDITIONS OF SALE
Sonitek is herein referred to as the “Seller” and the customer or person or entity purchasing products (“Products”) from Seller is referred to as the “Buyer”. These Terms and Conditions, any price list or schedule, quotation, acknowledgment or invoice from Seller relevant to the sale of the Products and all documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement governing the sale of Products by Seller to Buyer. Buyer’s acceptance of the Products will manifest Buyer’s assent to these Terms and Conditions. Seller reserves the right in its sole discretion to refuse orders.
1. PRICE - all prices are subject to change by Seller without notice. All prices specified herein are exclusive of any costs of any sales, use, value added, excise, gross receipts, business and occupation or similar present or future taxes imposed by any governmental body on the sale, delivery, use or other handling of the Products or in connection with any transactions contemplated herein.
2. CHANGE AND CANCELLATIONS - Buyer may request changes or additions to the Product consistent with Seller’s specifications and criteria. In the event such changes or additions are accepted by Seller, Seller may revise the price and dates of delivery. Buyer may cancel orders only upon reasonable advance written notice and upon payment to Seller of Seller’s cancellation charges which include, among other things, all costs and expenses incurred, and, to cover commitments made, by the Seller and a reasonable profit thereon. Seller’s determination of such termination charges shall be conclusive.
3. TERMS OF PAYMENT - Unless otherwise specified by Seller, terms are net thirty (30) days from date of Seller’s invoice in U.S. currency. Seller shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and/or other agreements with Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. Should Buyer’s financial responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be required by Seller for future deliveries and the Products theretofore delivered. If such cash payment or security is not provided, in addition to Seller’s other right and remedies, Seller may discontinue deliveries.
4. SHIPMENT AND RISK OF LOSS - All shipments are F.O.B. point of shipment. Risk of loss or damage and responsibility shall pass from Seller to Buyer upon delivery to and receipt by carrier. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Seller will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Seller, all shipping dates are approximate and not guaranteed. Seller reserves the right to make partial shipments. Seller, at its option, shall not be bound to tender delivery of any Product for which Buyer has not provided shipping instructions. If the shipment of the Product is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses resulting therefrom.
5. EXCUSE OF PERFORMANCE - Seller shall not be liable for delays in performance or for non-performance due to acts of God; acts of Buyer; war; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; default of suppliers; shortages of labor, fuel, raw material or machinery; or technical failure where Seller has exercised ordinary care in the prevention thereof; or, unforeseen circumstances or any events or causes beyond Seller’s reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing, but the balance of the agreement shall otherwise remain unaffected as a result of the foregoing.
If Seller determines that its ability to supply the total demand for the Products, or to obtain material used directly or indirectly in the manufacture of the Products, is hindered, limited or made impracticable due to causes set forth in the preceding paragraph, Seller may allocate its available supply of the Products or such material (without obligation to acquire other supplies of any Products or material) among its purchasers on such basis as seller determines to be equitable without liability for any failure of performance which may result therefrom.
6. RETURNS - Under no circumstances may Any Product be returned to the Seller unless advance written authorization from the seller is received within 30 days after shipping of product by seller. In addition for any product being returned with authorization all shipping, crating and insurance charges are to be fully paid for by the seller. Any Product specially manufactured or described as custom or any non-standard options and accessories (such as pass through items, etc.) purchased for installment by seller for the Buyer is not returnable. Standard Product, in an unused and undamaged condition, subject to written authorization above, and inspection by seller upon its return within thirty (30) days after receipt is subject to a restocking fee and/or payment by Buyer of up to Twenty-Five (25) percent of the purchase price and no less than 10% for a trade, inspection and restocking charge plus any additional damage found upon the products return.
7. LIMITED WARRANTY - Subject to the limitations of this Section and Section 8, Seller warrants that the Products manufactured by Seller will be free from defects in material and workmanship under normal use and regular service and maintenance for a period of from six (6) to thirty-six (36) months from date of shipment by Seller (“Warranty Period”) dependent upon the model of product, as more specifically set forth in the Instruction or Operating Manual covering the use of such model of Product. Products purchased by Seller from a third party for resale to Buyer shall carry only the warranty extended by the original manufacturer.
If within thirty (30) days after Buyer’s discovery of any warranty defects within the Warranty Period, Buyer notifies Seller thereof in writing, Seller shall, at its option, repair, correct or replace F.O.B. point of manufacture or refund the purchase price for, that portion of the Products found by Seller to be defective; provided, that buyer’s exclusive remedy for a breach of this warranty as to converters shall be limited to one time replacement of the converter. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer’s claim for such defects. Products repaired or replaced (excluding converters) during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer. This warranty shall not apply to and does not cover:
(a) Any Product: (1) which has been repaired or altered by parties other than Seller in any manner so as, in Seller’s judgment, to affect its serviceability or proper operation; (2) which has been subjected to improper handling, installation, operation, maintenance, repair, or modification, or alteration; or (3) which has been subjected to misuse, negligence, abuse, accident, abnormal wear and tear, or deterioration caused by chemicals or other substances or corrosion;
(b) transducer surfaces or horn surface wear, each of which is a normal occurrence and develops over time in the operation of ultrasonic equipment; and
(c) Performance or nonperformance of the Products in Buyer’s application of the Product, unless otherwise provided for by Sonitek in the warranty section as contained in the Instruction or Operation Manual governing the use of the model of Product. Buyer acknowledges that, due to differences in abrasive qualities of materials used in Buyer’s (or other user’s) parts on the Products, the life span of the horn and/or fixture cannot be predicted, and Buyer’s (or other user’s) specific application of the Products may be impractical or inappropriate.
Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Products, either alone or in combination with other products/components.
THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO PRODUCTS AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS, OR OTHERWISE, AND WHETHER OR NOT SELLER’S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER’S USE OR PURPOSE.
8. LIMITATION OF REMEDY AND LIABILITY - THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION 9) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE PURCHASE PRICE UNDER SECTION 7.
SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE TO BE PAID BY BUYER FOR THE SPECIFIC PRODUCTS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term “consequential damages” shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use or revenue, cost of capital or loss or damage to property or equipment.
9. PATENTS AND COPYRIGHTS - Subject to the limitation of the second paragraph of Section 8, Seller warrants that the Products sold, except as are made specifically for Buyer according to Buyer’s specifications, do not infringe any valid U.S. patent or copyright in existence as of the date of shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit Seller to control completely the defense, settlement or compromise of any such allegation of infringement. Seller’s warranty as to use patents only applies to infringement arising solely out of the inherent operation according to Seller’s specification and instructions of such Products. In the event such Products are held to infringe such a U.S. patent or copyright in such suit, and the use of such Products is enjoined, or in the case of a compromise or settlement by Seller, Seller shall have the right, as its option and expense, to procure for Buyer the right to continue using such Products, or replace them with non-infringing Products, or modify same to become non-infringing, or grant Buyer a credit for the depreciated value of such Products and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the agreement as to future deliveries of such Products without liability.
10. General Provisions - These Terms and Conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these Terms and Conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these Terms and Conditions shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification or additional terms shall be applicable to this agreement by Seller’s receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. Any such modifications or additional terms are specifically rejected by Seller. No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction.
The validity, performance, and all other matters relating to the interpretation and effect of this agreement shall be governed by the law of the state of Connecticut. Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only in Connecticut. No action, regardless of form, arising out of transactions relating to this contract, may be brought by either party more than two (2) years after the cause of action has accrued. The Convention for the International sales of goods shall not apply to this agreement.