Our Company

 
  Aspen Test Engineering, Inc. 1200 Diamond Circle, Suite C. ~ Lafayette, Colorado 80026 TEL 303.665.2324 ~ FAX 303.665.1426
 
 
 
  TERMS AND CONDITIONS
  FOR
  CUSTOM TEST EQUIPMENT
  03/21/03
 
 
 Aspen Test Engineering, Inc. ("Aspen Test") and the Client agree that the purchase and sale of custom test equipment shall be in accordance with the following terms and conditions.  For the purpose of this document "test equipment" shall be defined as equipment cabinets, power wiring, signal wiring, instrumentation, switches, connectors, circuit breakers, vacuum systems, relays, solenoids, device under test interface fixture hardware and any other special hardware, such as electronics and/or ancillary equipment, that may be contained in the test system designed, assembled, and integrated by Aspen Test.        I. STANDARDS   The test equipment supplied by Aspen Test will conform to the standards defined by the Client in documentation delivered to Aspen Test with the request for quotation.  In the event no special workmanship standards or requirements are available at that time, Aspen Test will use generally accepted industry standards for such equipment.  All electrical codes and other safety codes will be followed.  In the event of conflict between the Client's specification and generally recognized safety codes, Aspen Test will advise the Client of such discrepancy and request direction.     
  II. CLIENT FURNISHED INFORMATION AND MATERIALS   For any test equipment built by Aspen Test but of the Client's design final revisions of the following information are required from the Client prior to or concurrent with the receipt of the purchase order at Aspen Test: bills of material, approved vendor lists for each item, fabrication drawings, assembly drawings, electronic schematics, wiring schematics, vacuum system schematics, pneumatic system schematics, assembly procedures, sub assembly test procedures and software, system verification/test procedure and software, and acceptance test procedures and software.  Any special tooling, fixturing or instrumentation required in assembly or testing is also required before initiation of work.  This information and materials shall be the same as the information and/or materials the Client furnished Aspen Test for use in preparing the quotation resulting in the purchase order.  Aspen Test reserves the right to requote if the final revision information at the start of work (or changed subsequently) are different than that used to prepare the quotation.  The Client furnished information and materials shall be in such condition and clarity as to allow Aspen Test to complete the development of test equipment in a continuous manner.
  
  III. DELAYS AND WORK STOPPAGES   
 If at any time during the performance of the purchase order Aspen Test finds that the Client's furnished information and/or materials is incomplete and/or not suitable for the intended use by Aspen Test, Aspen Test will notify the Client of such condition in writing.  Upon notification, Aspen Test may stop work on that part of the purchase order that is directly related to aforementioned condition until corrective action is mutually agreed upon by the Client and Aspen Test in writing.  In the event of the aforementioned delay or work stoppage, one of the following alternative courses of action will be taken:
   A. Cancellation   
   Should the Client find the corrective action impractical, the Client may cancel that part of the purchase order covering the balance of work not completed caused by the unsuitable condition mentioned above.  In any event, Aspen Test shall invoice the Client and the Client shall pay Aspen Test for:  1)  the work performed under the purchase order, and 2) any direct work performed by Aspen Test towards the correction of this unsuitable condition.  This work will be billed at Aspen Test's current hourly rates as applicable.   
   B. Progress Billing and Mothballing Charge       In the event that the corrective action causes the project to be delayed more than fifteen (15) days, Aspen Test will invoice the Client for the work performed up to the date of the work stoppage.  Aspen Test, at its discretion, may impose a mothballing charge in the event that the project will be delayed more than fifteen (15) days.  Aspen Test will invoice the Client for a mothballing charge in the amount of six hundred dollars ($600) for each test equipment.  If work is not restarted with all the necessary information and materials as outlined in "Client Furnished Information and Materials", within fifteen (15) days of the work stoppage, Aspen Test reserves the right to requote the complete project.
 
  IV. EQUIPMENT ACCEPTANCE
 The Client will deliver to Aspen Test an acceptance procedure with all applicable instructions and software (if required).  Additionally, the Client will designate a technical liaison familiar with this procedure who is available for consultation via telephone.  The title, revision, and date of the acceptance procedure shall be noted on the Client's purchase order.  The test equipment will be accepted at the Client's site or at Aspen Test's facility, at the Client's discretion and expense.  The site where the acceptance procedure is performed, and whether Aspen Test or the Client will perform the acceptance procedure will be denoted on the purchase order.   
 
   A. Acceptance Process   
   The test equipment acceptance procedure will consist of the following:   
   1. Review of documentation.   
   2. Inspection of test equipment.   
   3. Demonstration of compliance with the acceptance procedure and any software provided by the Client to Aspen Test.  The Client shall train Aspen Test personnel in the proper use of the any software.  Any non compliance items that the procedure or software exposes are cause for failure unless specifically waived by the Client in writing.    
   B. Acceptance at the Client's Site   
   1. Performed by the Client Personnel:
   Acceptance testing is to be completed within fifteen (15) days after the Client has received the test equipment.  The criteria for acceptance is limited to the above "Acceptance Process".  The test equipment shall be deemed accepted fifteen (15) days after receipt by the Client, unless the Client has notified Aspen Test in writing that the test equipment does not meet the above standards.
   2. Performed by Aspen Test Personnel:
   The acceptance process can also be performed at the Client's site by Aspen Test personnel and witnessed by a representative of the Client.   
   C. Acceptance at Aspen Test's Site   
   The acceptance process can also be performed at Aspen Test's site by Aspen Test personnel and witnessed by a representative of the Client.   
 
  V. DELIVERY
   Delivery shall be F.O.B. shipping point.  Aspen Test will ship by the Client's contracted carrier as instructed at the time of issuance of the Client's purchase order.  If requested by the Client, transportation charges will be prepaid and will be added to the invoice as a separate item.  Risk of loss, due to damage of the complete test equipment or any portion, shall pass to the Client upon delivery of the test equipment by Aspen Test to the carrier.   
 
  VI. WARRANTY
 Aspen Test warrants that the test equipment when properly used in the test system is free from defects that preclude operation in compliance with the acceptance procedure delivered by the Client, as defined in section IV.  Aspen Test warrants that the hardware furnished with the test equipment is free from defects in material and workmanship. If test equipment is found not to meet this standard, Aspen Test will correct such defect(s) at no charge for a period of one (1) year after delivery, or for that period defined by the original equipment manufacturer's warranty.  During this time, applicable manufacturer's warranties for computer systems, disk drives, monitors, power supplies, or instrumentation integrated into the test equipment will be the sole warranty for that equipment.  Sub assemblies fabricated or contracted for fabrication by Aspen Test will be repaired at no charge for the one (1) year period.  Defects will be corrected at Aspen Test's  facility.  Expense of shipping to Aspen Test is the Client's responsibility.  Expense of return shipment to the Client will be paid by Aspen Test.
 Any equipment or sub assemblies supplied by the Client to Aspen Test for inclusion in the test equipment is excluded from this warranty.  Any custom items fabricated, assembled or built per the Client's design, which are found to be defective because of the design are excluded from this warranty.       THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY, WRITTEN OR ORAL IS IMPLIED.  ASPEN TEST SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE REMEDIES PROVIDED IN THIS WARRANTY ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.  IN NO EVENT WILL ASPEN TEST BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.   
 
  VII. TEST EQUIPMENT OWNERSHIP AND USE
 The Client will own the test equipment only after receipt of payment in full.  Until such payment Aspen Test shall hold a security interest in the test equipment and the test equipment shall not be resold or transported to a new location without notification of Aspen Test.  Aspen Test reserves the right to exercise all legal remedies available to it in the event of non payment.    
 
  VIII. PAYMENT
 Payment terms are 40% of the total prior to initiation of work, 40% payment due thirty (30) days after shipment and the balance within thirty (30) days from acceptance.  A late charge of 1 1/2% of the past due amount will be charged for each month or fraction thereof that the payment is late.  At Aspen Test's discretion, the amount of the deposit can be increased for specific proposals to cover especially large material costs or other risk factors.  Aspen Test may also waive this deposit at it's sole discretion.   
 
  IX. TAXES
 Prices are exclusive of all sales, use and like taxes.  Any such tax as Aspen Test may be required to collect or pay upon the sale or delivery of test equipment shall be paid by the Client to Aspen Test upon receipt of invoice.   
    X. CANCELLATION CHARGE
 In the event the Client cancels or otherwise causes a cancellation of a purchase order, or any part thereof, after issuing of a purchase order, the Client agrees to pay to Aspen Test as a cancellation charge an amount equal to Aspen Test's estimate of the percentage of work performed plus expenses.  the Client may not cancel any order or part thereof within thirty (30) days prior to scheduled delivery.  Cancellation charges resulting from delays or work stoppages are defined above in Section IV "Delays and Work Stoppages".   
  XI. FORCE MAJEURE   Aspen Test shall not be liable for any damages or penalty for delay in performance of its obligations hereunder or for failure to give notice of delay when such delay is due to the elements, acts of God, delay in transportation, delay in delivery by Aspen Test's vendors, shortages of materials or any other causes beyond the reasonable control of Aspen Test.     
  XII. ASSIGNMENT
 The Client shall not assign this contract without prior written approval of Aspen Test, and any attempt to assign any rights, duties or obligations hereunder without such approval shall be void.   
 
  XIII. WAIVER
 Waiver of any breach or failure to enforce any term of this contract shall not be deemed a waiver of any other breach or right to enforce that may thereafter occur.
 
  XIV. ADDITIONAL TERMS
 All purchase orders are subject to acceptance by Aspen Test and a contract between Aspen Test and the Client shall not be formed until Aspen Test has accepted the Client's purchase order.  Such contract shall constitute the entire agreement between Aspen Test and the Client and shall be governed by the laws of the State of Colorado.  Aspen Test's "Terms and Conditions for Custom Test Equipment" shall prevail notwithstanding any different, conflicting or additional terms and conditions which may appear on any purchase order or form submitted by the Client.  Deviations from or additions to these terms and conditions shall not be valid unless in writing and executed by an authorized representative of Aspen Test at its corporate offices.     Aspen Test's liability for any damages hereunder, regardless of the form of the action, shall not exceed the price to be paid by the Client.  Aspen Test shall not be liable for any lost profits nor any claim or demand against the Client by any other party.