Spectro Physics
Terms & Conditions

1. Definitions

For purposes of these Terms and Conditions:

• “Seller” means Spectro Physics, including its divisions, affiliates, and authorized representatives.
• “Buyer” means the entity purchasing goods or services from Seller.
• “Goods” means all products, materials, software, equipment, assemblies, components, and services furnished by Seller.
• “Delivery” means the point at which Goods are made available for pickup at Seller’s facility (EXW), regardless of whether Seller assists with loading.
• “RMA” means a Return Material Authorization issued by Seller permitting Buyer to return Goods for evaluation under warranty or other approved circumstances.
• “Agreement” means these Terms and Conditions of Sale, together with any Seller quotation or order acknowledgment expressly incorporating them.
• “Purchase Order” means any Buyer-issued document or electronic communication requesting Goods from Seller.
• “Specifications” means Seller’s published specifications or mutually agreed written specifications for the Goods.
• “Force Majeure” has the meaning set forth in Section 27.

2. Applicability

These Terms and Conditions of Sale exclusively govern all quotations and sales entered into by Seller.

Buyer’s issuance of a purchase order, or any other agreement to purchase goods or services from Seller, constitutes Buyer’s acknowledgment and acceptance of these Terms and Conditions.

This document is the final expression and exclusive statement of the terms of the parties’ Agreement. No course of dealing, usage of trade, or acquiescence to any course of performance shall modify or explain this Agreement.

Any additional or different Buyer terms or conditions are deemed a material alteration and are expressly rejected unless specifically agreed to in writing by Seller.

These Terms supersede and replace any conflicting or additional terms contained in Buyer’s purchase order, procurement documents, or other communications, unless expressly agreed to in writing and signed by an authorized officer of Seller.

Seller expressly rejects any Buyer terms that modify, conflict with, or add to these Terms and Conditions.

3. Taxes

Prices do not include any taxes applicable to the goods sold or this transaction. Buyer shall pay all such taxes unless a valid tax‑exemption certificate is provided.

4. Delivery

Delivery is EXW Seller’s facility. Risk of loss or damage transfers to Buyer when the goods are made available for pickup at Seller’s facility.

Seller may assist with loading Buyer’s carrier as a courtesy; however, such assistance does not transfer risk back to Seller. Buyer remains fully responsible for all loading, handling, and transportation once the goods are made available at Seller’s facility.

Seller may make partial deliveries, each separately invoiced. Delay in delivery does not relieve Buyer of payment obligations.

Seller is not liable for delays caused by events beyond its reasonable control, including Force Majeure, production delays, or acts of Buyer or Buyer’s customer. Seller may extend delivery dates or allocate available supply among customers.

Seller is not obligated to compensate Buyer for re‑procurement of goods or services from others.

5. Abandonment of Goods

If Buyer fails to take delivery of the Goods within thirty (30) days after Seller notifies Buyer that the Goods are available for pickup, Seller may charge reasonable storage fees. Storage is at Buyer’s risk.

If Buyer fails to take delivery within one hundred eighty (180) days after such notice, the Goods shall be deemed abandoned. Upon abandonment, Seller may, at its sole discretion:

• ship the Goods to Buyer at Buyer’s expense,
• store the Goods at Buyer’s expense,
• resell the Goods,
• repurpose the Goods,
• dispose of the Goods by any lawful method, or
• scrap the Goods for material recovery.

Buyer shall remain liable for all storage fees, all disposal, handling, and administrative costs, any unpaid balance of the purchase price, and any other costs incurred by Seller due to Buyer’s failure to take delivery.

Seller shall have no liability to Buyer for any loss, damage, or claim arising from Seller’s disposition of abandoned Goods.

6. Transfer of Title

Title to the goods shall remain with Seller and shall not transfer to Buyer until Seller has received payment in full for the goods.

Buyer shall not encumber, transfer, or otherwise dispose of the goods until title has transferred.

If Buyer fails to make payment in full, Seller retains the right to reclaim the goods, whether or not they have been delivered to Buyer.

7. Terms and Method of Payment

Where credit is extended, payment terms are net thirty (30) days from invoice unless otherwise stated. A deposit may be required prior to project start.

Seller may change or withdraw credit at any time. If Buyer fails to make payment when due, Seller may suspend or cancel performance. Suspension may result in rescheduling delays.

In the event of default, Seller may recover all costs allowed under law, including attorney fees and collection costs.

If Goods are delivered in installments, Buyer shall pay for each installment in accordance with these Terms.

8. Inspection and Acceptance

Buyer shall inspect goods promptly upon availability for pickup. Goods are deemed accepted unless Buyer provides written notice of nonconformance within ten (10) days, including a detailed description of the alleged deficiency.

Failure to provide timely notice constitutes irrevocable acceptance.

9. Substitutions and Modifications

Seller may modify specifications and substitute goods manufactured to modified specifications provided such goods substantially conform to the contract. Seller will notify Buyer of major changes affecting form, fit, or function.

10. Patent Indemnity

Seller shall defend any suit alleging that goods manufactured and supplied by Seller constitute direct infringement of a U.S. patent, provided Seller is promptly notified and given authority and assistance.

Seller is not obligated to defend infringement arising from Buyer’s specifications, combinations, modifications, or improper use.

Seller’s sole obligation is to procure Buyer’s right to use the goods, replace goods with non‑infringing substitutes, or refund purchase price and transportation costs.

Indemnity is reciprocal when Seller manufactures goods to Buyer’s specifications.

11. Warranty

Seller warrants goods against faulty workmanship or defective materials and that goods will conform to Seller’s published specifications or other mutually agreed written specifications for the following periods:

• Buyer‑designed products: 30 days
• Seller‑designed and assembled products: 1 year

Software is supplied AS‑IS. Experimental or non‑Seller‑manufactured goods carry only the supplier’s warranty, if assignable.

Seller warrants that at the time goods are made available for pickup, Seller has good title to the goods free and clear of all liens and encumbrances.

Seller’s warranties are not enlarged, diminished, or affected by Seller’s rendering of technical advice or service.

If goods fail to conform to this warranty, Seller’s sole and exclusive liability shall be, at Seller’s option, to repair, replace, or credit Buyer’s account for such goods, provided Buyer:

1. Notifies Seller promptly in writing with a detailed explanation of the alleged deficiency
2. Obtains a Return Material Authorization (RMA)
3. Coordinates shipment timing with Seller
4. Returns the goods, and Seller’s examination confirms the deficiency and that it was not caused by accident, misuse, abuse, mishandling, neglect, alteration, improper installation, unauthorized repair, or improper testing

If Seller elects to repair or replace the goods, Seller shall have a reasonable time to complete such repair or replacement, taking into account Seller’s workload, parts availability, and production scheduling.

Transportation charges for returned items shall be at Seller’s expense only if Seller is responsible under the terms of this warranty.

Such repair, replacement, or credit constitutes fulfillment of all liability of Seller to Buyer, whether based in contract, tort, indemnity, statutory provision, or otherwise.

12. Returns Outside Warranty

Non‑warranty returns require Seller’s prior written approval and may be subject to restocking fees, inspection fees, and other charges. Seller is under no obligation to accept non‑warranty returns.

13. Legal Compliance

Seller and Buyer shall comply with all applicable laws and export regulations. Products may be subject to U.S. export controls. Each party agrees not to export or re‑export products or technical data contrary to U.S. law.

14. Governing Law

This Agreement shall be governed by the laws of the State of Utah, without regard to conflict‑of‑law principles.

15. Disclaimer of Damages

Seller’s sole and exclusive maximum liability for all types of losses, whether arising from negligence, breach of contract, or otherwise, shall not exceed the total contract price for the items with respect to which the loss or damage occurs, or, at Seller’s option, the repair, replacement, or credit of such items.

In no event—including late delivery or failure to deliver—shall Seller be liable for any special, collateral, indirect, exemplary, incidental, or consequential damages. This includes, without limitation, costs of removal or reinstallation of goods or items, loss of goodwill, loss of profits, or loss of use.

16. Termination, Cancellation, Reschedule, and Default

Buyer may terminate with advance written notice and is subject to termination charges including delivered quantities, costs incurred, prorated expenses, and anticipated profits.

Seller will store parts for a reasonable period; storage beyond 30 days may incur charges.

Orders may be rescheduled once with 30 days’ notice, not extending beyond 30 days from the original ship date. Rescheduled orders may not be canceled.

In the event of Buyer default, Seller may decline further shipments without waiving remedies.

17. U.S. Government Contracts

If goods are used in a U.S. Government contract, mandatory clauses required by statute shall be incorporated by reference.

18. Electronic Communications

Buyer agrees that quotations, acknowledgments, notices, and approvals may be transmitted electronically and shall be legally binding.

19. Severability

If any provision of these Terms is found invalid, the remaining provisions shall remain in full force and effect.

20. Assignment

This Agreement shall bind the parties and their successors and assigns of the entire business and goodwill of either party. Any other assignment is prohibited and void without Seller’s written consent.

21. Waiver

Failure by either party to enforce any provision shall not constitute a waiver of that provision or any future breach.

22. Proprietary Information / Public Statements

Buyer shall not use Seller’s name, trademarks, logos, product names, or any related branding in formal marketing materials, press releases, or public announcements without Seller’s prior written consent.

Buyer may reference Seller informally in the normal course of business—including recommendations, referrals, and private communications—provided such references do not imply endorsement, partnership, or authorization to use Seller’s branding.

Nothing in this section restricts Buyer from speaking positively about Seller or recommending Seller’s products and services to others.

23. Intellectual Property; Software, Designs, Drawings, and Technical Data

All software, firmware, designs, drawings, CAD models, schematics, specifications, documentation, technical data, manufacturing processes, and other intellectual property provided by Seller or embedded in the Goods are and shall remain the sole property of Seller.

Buyer receives only a non‑exclusive, non‑transferable, limited license to use such intellectual property solely for operating and maintaining the Goods.

Buyer shall not copy, modify, distribute, or reproduce Seller’s intellectual property; reverse‑engineer, decompile, or disassemble any software, firmware, or designs; use Seller’s intellectual property to manufacture or procure competing goods; or disclose Seller’s intellectual property to any third party.

No sale of Goods shall be construed as granting Buyer any rights or licenses under Seller’s intellectual property, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Seller.

24. Transfer of Software License Upon Resale of Goods

If Buyer sells or otherwise transfers the Goods to a third party after title has transferred, the limited license granted to Buyer to use the software and firmware embedded in the Goods shall transfer to the new owner solely for the purpose of operating and maintaining the Goods. No other rights in Seller’s intellectual property transfer. The new owner shall receive no warranty, support, updates, or services from Seller unless expressly agreed to in writing. Buyer shall ensure that any transferee is made aware of and agrees to be bound by these Terms and Conditions.

25. Life Support Policy

Seller’s products are not authorized for use as critical components in life support devices or systems without Seller’s express written approval.

26. Product Liability

In the event of any claim by a third party against Seller for personal injury or property damage arising out of or connected with the design of product furnished under this contract, Buyer shall defend, indemnify, and hold harmless Seller against all loss, costs, expenses, and liability, including attorneys’ fees.

27. Force Majeure

Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, terrorist acts, fires, floods, wars, civil disturbances, accidents, insurrections, blockades, embargoes, storms, explosions, damage to its plants, labor disputes (whether or not the employees’ demands are reasonable), acts of any governmental body (civil or military), perils of the seas, failure or delay of third parties or governmental bodies from whom a party must obtain rights, permits, materials, equipment, transportation, or supplies, or inability to obtain labor, materials, equipment, or transportation.

No such failure or delay shall give the other party the right to terminate this Agreement. Each party shall use reasonable efforts to minimize the duration and consequences of any Force Majeure event.

28. Revisions

Seller may update these Terms and Conditions at any time. The version posted on Seller’s website at the time of order acceptance shall apply.