TERMS AND CONDITIONS OF SALE

1. Manufacturer License Agreements
Alliance Test procures, refurbishes, and resells used technology assets. Certain products, including without limitation oscilloscopes, analyzers, RF equipment, and other test equipment, may contain or require software licensed by the original equipment manufacturer (“OEM”) for use with the hardware. Many OEM license terms provide that such software licenses are non-transferable and that any purchaser of used equipment must obtain its own license rights directly from the OEM in order to lawfully use the software with the hardware.

Alliance Test sells used hardware only and does not sell, assign, or transfer any software licenses that may be installed on, stored in, or associated with any product sold. Customer is solely responsible for reviewing and complying with all applicable OEM software license terms and conditions. Alliance Test does not warrant software revision levels and does not load, install, transfer, or re-license software on any products sold.

2. Quotations and Order Acceptance
All quotations are subject to change without notice and do not constitute a binding offer. No order shall be binding on Alliance Test unless and until accepted by Alliance Test. Alliance Test reserves the right to refuse or cancel any order, in whole or in part, for any reason, including without limitation pricing errors, product unavailability, or clerical mistakes. This section aligns with the existing site disclaimer language allowing refusal or cancellation of incorrectly listed orders.

3. Dealer Sales
Dealer sales are subject to a thirty (30) day warranty period beginning on the date the equipment ships from Alliance Test.

4. Limited Warranty
For non-dealer end-user sales, Alliance Test offers a ninety (90) day limited warranty on products sold, unless otherwise stated in writing. Extended warranties may be available. All warranty periods begin on the date the product ships from Alliance Test.

Products returned due to compatibility or incompatibility issues are not considered defective and may be subject to a fifteen percent (15%) restocking fee.

Alliance Test’s sole obligation under this Limited Warranty, and Customer’s exclusive remedy, is limited to repair, replacement, or credit on account for defective product, in each case at Alliance Test’s sole discretion. No refunds will be issued. These remedies are the sole and exclusive remedies available to Customer under this Limited Warranty.

In no event shall Alliance Test be liable for any special, incidental, consequential, indirect, exemplary, or punitive damages, including without limitation loss of profit, loss of revenue, loss of use, business interruption, or loss of opportunity. Alliance Test’s total liability under this Limited Warranty or otherwise arising from the sale of any product shall not exceed the original purchase price of the product giving rise to the claim.

This Limited Warranty does not apply to any product damaged by misuse, abuse, negligence, improper installation, improper operation, improper maintenance, improper wiring, unauthorized repair, alteration, modification, acts of God, acts or omissions of third parties, or use contrary to the manufacturer’s published instructions. This Limited Warranty also does not cover damage occurring during shipping.

To request warranty service, Customer must contact Alliance Test and provide sufficient information regarding the product and the claimed defect. At Alliance Test’s discretion, Alliance Test may attempt to diagnose or resolve the issue remotely before requiring return of the product.

Customer shall be responsible for properly packaging the equipment and for all costs of shipping product to Alliance Test for warranty evaluation, repair, or replacement. For valid warranty claims confirmed by Alliance Test, Alliance Test shall pay the cost of shipping the repaired or replacement product back to Customer. Customer bears all risk of loss or damage in transit to Alliance Test.

If Alliance Test determines, in its sole discretion, that a returned product is defective and covered by this Limited Warranty, Alliance Test will repair the product, replace the product, or issue a credit on account. If the product is not repairable, Alliance Test may, at its sole discretion, replace the product or issue a credit on account. No refund will be issued under any circumstances.

Any warranty claim or right of return shall be null and void if Alliance Test determines that the product has been subjected to misuse, abuse, mishandling, improper wiring, improper maintenance, alteration, modification, or use contrary to the manufacturer’s published instructions.

Unless expressly stated in writing by Alliance Test, products are sold without certification or warranty as to calibration, calibration status, calibration interval, or compliance with any performance specification requiring current calibration.

Except as expressly set forth in this Limited Warranty, all products are sold “as is” and Alliance Test disclaims all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the fullest extent permitted by law. This disclaimer is consistent with the original legal notice disclaimer and limitation language.

5. Title and Risk of Loss
Title to products shall pass to Customer upon full payment. Risk of loss and damage shall pass to Customer upon delivery of the product by Alliance Test to the carrier for shipment. Notwithstanding the foregoing, Customer bears all risk of loss and damage for products being returned to Alliance Test, including returns for warranty evaluation, repair, or replacement.

6. Export Compliance
Customer shall comply with all applicable export control, import control, sanctions, and trade laws and regulations of the United States and any other applicable jurisdiction. Customer shall not export, re-export, transfer, or use any product in violation of such laws or regulations.

7. Limitation of Liability
In no event shall Alliance Test be liable for any special, incidental, consequential, indirect, exemplary, or punitive damages of any kind, including without limitation loss of profit, loss of revenue, loss of business, loss of use, loss of data, or loss of opportunity, whether arising in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages. Customer’s sole and exclusive remedies are those expressly stated in these Terms and Conditions of Sale. Alliance Test’s liability for any claim arising out of or relating to any sale shall not exceed the original purchase price of the product that is the subject of the claim.

8. Exclusive Agreement
These Terms and Conditions of Sale constitute the complete and exclusive agreement between Alliance Test and Customer with respect to the matters addressed herein and supersede all prior or contemporaneous understandings, communications, representations, or agreements, whether oral or written, except as expressly set forth in Alliance Test’s invoice for the applicable sale with respect to price, quantity, and product description. Any terms contained in Customer’s purchase order, offer to buy, terms and conditions, or similar document are rejected and shall be of no force or effect unless expressly agreed to in writing by Alliance Test.

9. General
These Terms and Conditions of Sale, and all transactions arising under them, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to these Terms and Conditions of Sale or any related transaction shall be brought exclusively in the state courts located in Worcester County, Massachusetts, or in the United States District Court for the District of Massachusetts, and Customer consents to the jurisdiction and venue of such courts.

If any provision of these Terms and Conditions of Sale is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Alliance Test shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, war, riot, terrorism, embargo, governmental action, seizure, labor disputes, supply shortages, transportation interruptions, or other similar causes.

Alliance Test may revise these Terms and Conditions of Sale from time to time without prior notice. The version in effect at the time of sale, as reflected in Alliance Test’s then-current catalog, quotation, invoice, or website, shall control.

10. Rentals
For rental transactions, Customer is responsible for any damage to equipment resulting from abuse, misuse, negligence, or improper handling, and agrees to pay the cost of repair or replacement for any such damage. Rental equipment must be returned in good working condition, reasonable wear excepted. Customer is responsible for any loss of or damage to rental equipment while in Customer’s possession or control. If Customer is unable to return rented equipment for any reason, Customer agrees to pay Alliance Test the new replacement cost of such equipment. Rental charges shall continue beyond the stated rental term until the equipment is returned to Alliance Test or paid for at replacement cost. Unless otherwise agreed in writing, Customer shall package rental equipment for return in accordance with standard commercial practice and carrier requirements. Customer’s obligations with respect to purchased equipment continue until the applicable invoice is paid in full.

LEGAL NOTICES

11. Disclaimer
Alliance Test uses reasonable efforts to provide accurate and current information on its website, catalogs, quotations, and related materials, but makes no warranty or representation as to the accuracy, completeness, or timeliness of such information. Alliance Test assumes no liability for typographical, pricing, technical, or other errors or omissions. In the event a product is listed at an incorrect price or with incorrect information due to typographical or other error, Alliance Test reserves the right to refuse or cancel any order placed for such product, whether or not the order has been confirmed.

12. Limitation of Liability for Website and Materials
All documents, information, graphics, and software made available by Alliance Test or its suppliers are provided “as is” without warranty of any kind and are subject to change without notice. The entire risk arising out of the use of such materials remains with the recipient. In no event shall Alliance Test or its suppliers be liable for any direct, consequential, incidental, special, punitive, or other damages whatsoever, including without limitation damages for loss of business profits, business interruption, or loss of business information, arising out of or in any way related to the use of or reliance upon such materials. Customer agrees to hold Alliance Test and its suppliers harmless from, and defend them against, any claims, costs, or damages arising out of any representation or misrepresentation related to such materials.

13. Trademarks
Alliance Test Equipment, Inc., and the names of Alliance Test products and services referenced in Alliance Test materials, are trademarks, service marks, or registered trademarks or service marks of Alliance Test Equipment, Inc. Other product names, company names, trademarks, and service marks referenced therein are the property of their respective owners.

14. Links to Third-Party Sites
Third-party sites linked from Alliance Test materials are not under Alliance Test’s control. Alliance Test is not responsible for the contents of any linked site or any link contained in a linked site. Such links are provided solely as a convenience, and inclusion of a link does not imply Alliance Test’s endorsement of the site or its contents. Customer agrees to waive any claims for damages or costs arising from any third-party links, linked sites, or their content, and further agrees to hold Alliance Test harmless from and defend it against any such claims.

15. Promotions
All promotions are subject to product availability and inventory. Alliance Test reserves the right to modify, suspend, or cancel promotions at any time without notice.