41. Privacy Policy and Terms and Conditions

41.1. Privacy Policy

To view a current version of the DSI Privacy Policy please visit Gleeble.com.

41.2. Terms and Conditions

TERMS AND CONDITIONS OF SALE

  1. PRICE QUOTATIONS
  1. Unless otherwise agreed to in writing by Dynamic Systems Inc. (DSI), all quotations expire thirty (30) days after the date of the quotation or, if earlier, the end of the ordering period of any purchase agreement against which the quotation is issued. All prices quoted are valid only if Buyer’s requested delivery date (including any change orders) is within six (6) months of the date on which the original order is placed.
  2. Unless otherwise agreed to in writing by DSI, all prices quoted are exclusive of insurance costs and all taxes (except taxes levied against DSI’s income) including state and local use, sales, property (ad valoram) and similar taxes. Buyer agrees to pay such taxes unless Buyer has provided DSI with an exemption resale certificate in the appropriate form for the jurisdiction of DSI’s place of business and any jurisdiction to which equipment is to be directly shipped hereunder or unless such sale is otherwise exempt from such taxes. When applicable, such taxes shall appear as a separate item on DSI’s invoice. All prices are EXW (EX-Works), Poestenkill, New York USA unless otherwise stated in writing.
  1. PAYMENT AND SECURITY TERMS- Payments shall be made in accordance with the terms of the quotation.
  1. Should Buyer become delinquent in the payment of any sum due DSI, after ten (10) days from the date of written notice to Buyer, DSI shall not be obligated to continue performance under any agreement with Buyer. In addition, the Buyer agrees to pay a late payment penalty charge of one and one half (1-1/2) percent of the unpaid amount per month for each 30 days delay in payment with the first penalty occurring 40 days after the invoice date.

Buyer hereby grants and DSI reserves a purchase money security interest in each product purchased hereunder, and in any proceeds thereof, for the amount of its purchase price. Upon request by DSI, Buyer shall sign any document required to perfect such security interest. Payment in full of the purchase price of any product purchased hereunder shall release the security interest on that product.

  1. DELIVERY DATES

Shipments of any products purchased are subject to DSI’s availability schedule. DSI shall make every reasonable effort to meet any delivery date(s) quoted or acknowledged. However, DSI will not be liable in any way for its failure to meet such delivery date(s).

  1. DELAYS IN PERFORMANCE

DSI shall not be liable for any delay in performance hereunder due to unforeseen circumstances, or due to causes beyond its control including, but not limited to, acts of nature, acts of government, labor disputes, delays in transportation, and delays in delivery or inability to deliver by DSI’s suppliers.

  1. SHIPMENT, RISK OF LOSS AND PACKING
  1. Standard prices are based on EXW (EX-Works) Poestenkill, New York USA per Incoterms 2020. For quotations provided with other shipment terms, Items 5.b. and 5.d. below may not apply.
  2. Unless otherwise stated in writing, prices do not include transportation and routing costs. Such costs must be paid by customer and will appear as a separate item on invoice.
  3. DSI shall ship in accordance with DSI’s standard practices. Buyer specified shipping instructions different than DSI’s standard practices, are subject to agreement by DSI, and Buyer shall be subject to an additional charge. Shipments moving under Buyer instructions shall be freight collect unless otherwise agreed to by DSI.
  4. Unless otherwise stated in writing, title to the products and risk of loss and damage shall pass to Buyer when loaded into the shipping container or truck at the DSI factory in the case of EXW (EX-Works) Poestenkill, New York.
  5. Unless otherwise agreed to in writing by DSI, all products shall be packed, if appropriate, for shipment and storage in accordance with standard commercial practices. All packing shall conform to requirements of carrier’s tariffs.
  6. All shipments of Gleeble Systems of more than 300 miles overland must be in a full air ride enclosed van. Failure to ship by air ride transport van will void the warranty.
  1. ORDER OF PRECEDENCE
  1. These Terms and Conditions of Sale and any attachments from DSI take precedence over Buyer’s additional or different terms and conditions, to which notice of objection is hereby given. Acceptance by Buyer is limited to these Terms and Conditions. Neither DSI’s commencement of performance nor delivery shall be deemed or construed as acceptance of Buyer’s additional or different terms and conditions.
  2. Buyer’s purchase of DSI’s products hereunder represents acceptance of these Terms and Conditions of Sale and any attachments, which together constitute the entire understanding between the parties and supersede any previous communications, representations, or agreements by either party whether verbal or written. No change or modification of any of the terms or conditions herein shall be valid or binding on either party unless in writing and signed by an authorized representative of each party.
  1. CHANGES AND CANCELLATIONS
  1. If Buyer issues a change order causing a delivery delay or cancels an order less than one hundred twenty (120) days prior to scheduled shipment, Buyer shall be subject to up to a 20% cancellation charge based on the list price of the affected products. In addition, Buyer agrees to pay DSI for any non-recoverable costs incurred by DSI in the process of designing or construction or supplying equipment or services.
  2. In addition, any such change in delivery dates caused by Buyer establishing a delivery date greater than four (4) months from Buyer’s original scheduled shipping date shall constitute a new order for the affected products in determining the appropriate list price.
  3. If Buyer cancels an order for special equipment or services any time after the order is received by DSI, Buyer may be subject to an additional charge. Special equipment or services are those items not set forth in DSI’s current price list.
  1. INSTALLATION OF PRODUCTS

Installation of equipment refers to supervision of installation by DSI’s personnel where required. See installation and site preparation manual for details.

  1. ACCEPTANCE OF PRODUCTS

Acceptance shall be accomplished by using applicable test procedures or programs established by DSI. If installation by DSI is not included in the purchase price, acceptance shall be at the time of completion of final tests at DSI’s plant. If in Buyer’s order Buyer has indicated its intention to witness final tests, DSI shall give Buyer at least ten (10) days advance notice of the date of such tests. DSI shall notify Buyer of any additional charges that may be associated with witnessing such tests. If installation by DSI is included in the purchase price, acceptance shall occur at the installation site when DSI demonstrates that the applicable acceptance test programs work properly or the product is otherwise demonstrated to be in normal operating condition. If installation is scheduled or delayed by Buyer more than thirty (30) days after delivery, Buyer shall be deemed to have accepted the products on the thirty-first (31st) day from the date of delivery.

  1. COPYRIGHTED MATERIALS

Unless otherwise agreed to in writing by DSI, DSI’s copyrighted materials (software and printed documentation) may not be copied except for archive purposes, to replace a defective copy, or for program error verification.

  1. LICENSED PRODUCTS

With respect to those products which DSI licenses and which are supplied hereunder, the word “purchase” or similar or derivative words is understood to mean “license” and “Buyer” or similar or derivative words is understood to mean “Licensee”. Title to licensed products shall remain with DSI, notwithstanding anything to the contrary herein.

  1. WARRANTY

Please see Warranty for DSI’s warranty policy.

  1. NUCLEAR, MEDICAL AND AVIATION APPLICATIONS

DSI’s products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance, operation or use of any nuclear or medical facility nor for the flight, navigation or communication of aircraft or ground support equipment. Any Buyer using DSI’s products for these applications agrees that, except as otherwise provided herein, DSI is not liable, in whole or in part, for any claims or damages arising from such use. If Buyer uses DSI’s products for these applications, Buyer agrees to indemnify and hold DSI harmless from any claims for loss, cost, damage, expense or liability arising out of or in connection with the use or performance of DSI’s products in such nuclear or aviation applications. Test equipment used in a static application which is not a functional part, component or assembly of an aircraft and is not attached to or utilized in the flight of an aircraft is not subject to this paragraph.

  1. FORCE MAJEURE

Neither party shall be liable for any delay in delivery or in the performing of any obligation hereunder due to a cause or causes which are beyond its reasonable control, such as, but not limited to, acts of God, acts of DSI’s vendors, rules or regulations of any governmental authority, fires, strikes or labor interruptions, flood, global or regional pandemics, war, riot, delays in transportation, lack of adequate fuel, power, raw materials, labor or containers, or breakage or failure of machinery or apparatus.

  1. MISCELLANEOUS
  1. Except as may be prohibited by the U.S. bankruptcy laws, in the event of any insolvency or inability to pay debts as they become due by a party hereto, or voluntary or involuntary bankruptcy proceeding by or against a party hereto, or appointment of a receiver or assignee for the benefit of creditors, the other party may elect to cancel any unfulfilled obligations hereunder.
  2. Any required notices shall be given in writing at the address of each party set forth in the attachments hereto, or to such other address as either party may substitute by written notice to the other.
  3. Neither party may assign or transfer any of the rights, duties, or obligations herein, without the prior written consent of the other, and any purported attempt to do so shall be null and void.
  4. DSI’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
  5. Should any part of this warranty be ruled invalid by a competent court of jurisdiction, all other parts of the warranty shall remain valid.
  6. Stenographic, typographic and clerical errors are subject to correction.
  7. Buyer agrees not to export or re-export the product or technical data in any manner contrary to U. S. law unless properly authorized by the U. S. Government.
  8. Any dispute regarding the interpretation or validity hereof shall be governed by the laws of the State of New York, United States of America. The parties hereby agree that any dispute relating to the products sold hereunder shall be subject to the jurisdiction of the courts within the State of New York, United States of America.