Terms and Conditions

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), PLEASE DO NOT USE THIS WEB SITE. 

Markes International Ltd. and its affiliate companies and subsidiaries (hereinafter "Markes") make no representations about the suitability of the information contained on this web site for any purpose. This web site and all of the information it contains is provided "as is" without warranty of any kind whether expressed or implied. All implied warranties, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby expressly disclaimed. In no event shall Markes be liable to any person or business entity for any special, direct, indirect, punitive, incidental or consequential damages arising out of or in connection with the use of this web site or any other web site to which this site is linked, including, without limitation, any lost profits, business interruption, or loss of programs or information even if Markes has been specifically advised of the possibility of such damages whether based on contract, tort, strict liability or otherwise. 

Content Disclaimer
Markes shall not be responsible for any errors or omissions contained in this web site and reserves the right to make changes without notice. The user therefore acknowledges and accepts that the information published on this web site may include technical inaccuracies or typographical errors. 

License Disclaimer
Nothing on this web site shall be construed as conferring any license under any of Markes’ or any third party's intellectual property rights, whether by estoppel, implication, or otherwise. 

Notice Specific to Documents Available on this Web Site
Permission to use documents such as Thermal Desorption Technical Support Notes, Technical Guides, Brochures, Press Releases etc. contained within this web site is granted, provided that:
(1) the following copyright notice appears in all copies:
Copyright © 1998-2008 Markes International Ltd., UK. All rights reserved
and that both the copyright notice and this permission notice appear,
(2) use of such documents from this web site is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media,
(3) no modifications of any documents are made. 

Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. 

The documents specified above do not include the design or layout of the markes.com web site or any other Markes owned, operated, licensed or controlled site. No logo, graphic, sound or image from the Markes web site may be copied or retransmitted unless expressly permitted by Markes. 

Use of Software. 
If you download software from this Site ("Software"), use of the Software is subject to the license terms in the Software License Agreement that accompanies or is provided with the Software. You may not download or install the Software until you have read and accepted the terms of the Software License Agreement. 

Links to Third Party Sites
Some hypertext links on this web site will allow you to leave Markes web site. The links are provided as a service to users and are not sponsored by or affiliated with this web site or under the control of Markes. The links are to be accessed at the user's own risk, and Markes and the authors of this web site make no representation or warranties about the content of these links. Markes is not responsible for the content of any linked site or any link contained in a linked site. Markes is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Markes of the site. 

Unsolicited Ideas and Concepts
Any information provided to Markes in connection with any Markes web site shall be provided by the submitter and received by Markes on a non-confidential basis. Markes shall be free to use such information on an unrestricted basis and such information will become the exclusive property of Markes to be used by it as it deems appropriate without compensation of any kind to any other party. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. 

Personally Identifiable Information. 
If you transmit or post personally identifiable information (name, address, e-mail address, phone number, etc.) to this Site, Markes will handle, process and safeguard it in accordance with Markes’ privacy policy. 

Claims Resulting From Your Use of This Web Site
As a condition of use of this web site, you, the end user, agree to indemnify Markes and its content providers from and against any and all liabilities, expenses, including legal fees and damages arising out of claims resulting from your use of this web site, including, without limitation, any claims alleging facts that if true would constitute a breach by you of these terms and conditions. 

Registration
To register with markes.com you must ensure that the details provided by you on registration or at any time are correct and complete.  You must inform us immediately of any changes to the information that you provided when registering by updating your personal details.

Trademarks
The Markes trademarks, designs and other marks referenced herein are either trademarks or registered trademarks of Markes. Other product and company names mentioned herein may be the trademarks of their respective owners. Markes prohibits the use of any Markes trademarks as "hot" links to any Markes web site unless the establishment of such link is approved in advance by Markes. 

Rights Reserved
Any rights not expressly granted herein are reserved. Markes reserves the right to change this Agreement at any time by revising the terms and conditions herein. Users are responsible for regularly reviewing these terms and conditions. Continued use of this web site following any such changes shall constitute the user's acceptance of such changes. 

This Agreement
will be governed by the laws of England and Wales in the United Kingdom.  It may only be amended or otherwise modified by a written instrument executed by an authorized representative of Markes.  User acknowledges that no joint venture, partnership, employment or agency relationship exists between the user and Markes as a result of this Agreement or use of this web site.  User agrees not to hold him or herself out as a representative, agent or employee of Markes and Markes shall not be liable for any representation, act or omission of the user.
 
Copyright Notice
Copyright © 1998-2008 Markes International Ltd. UK. All Rights Reserved.

TERMS AND CONDITIONS OF SALE AND SERVICE

These Terms and Conditions of Sale and Service (“Terms”) govern the sale of Products and Support and the license of Software by Markes International Ltd. (“Markes”).

1. DEFINITIONS

a) "Delivery" means the date when Markes places the Product(s) at Customer’s or Customer’s representative’s disposal at the location agreed to by Markes and Customer, or at the location specified in the quotation or order acknowledgement.
b) "Product(s)" means any hardware sold or Software licensed under these Terms. "Custom Products" means Products manufactured or configured to meet Customer requirements.
c) "Software" means one or more computer programs in object code format, whether stand-alone or bundled with other Products, and related documentation provided to Customer under these Terms.
d) "Specifications" means specific technical information about Products which is published by Markes in effect on the date Markes ships the Customer's order.
e) "Support" means any standard service such as hardware maintenance and repair; Software updates and maintenance; or training. "Custom Support" means Support adapted to meet Customer requirements.

2. PRICES

a) Prices are ex-works unless otherwise specified by Markes in the quotation.
b) Prices are valid for the period indicated on the quotation.
c) Prices exclude any sales, value added or similar tax which will be payable by Customer in addition to the purchase price if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption.

3. ORDERS AND RETURNS

a) All orders are subject to acceptance by way of an Order Acknowledgement from Markes.
b) Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge. Cancellation of orders or rescheduling shipment for Custom Products will be subject to Markes’ approval. Product returns will also be subject to Markes’ approval and return/refurbishment charges, typically 20% of the order value. This does not affect Customers statutory rights

4. SHIPMENT AND RISK OF LOSS

a) Markes will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Markes is unable to meet Customer's Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.
b) Title to hardware Products and risk of loss and damage will pass to Customer at the delivery location agreed to by Markes and Customer, or the location specified in the quotation or order acknowledgment. If special shipping instructions are agreed, title to hardware Products and risk of loss and damage will pass to Customer on delivery to Customer’s carrier.
c) Terms of shipping are ex-works (Incoterms EXW), Llantrisant, UK unless otherwise stated.

5. INSTALLATION AND ACCEPTANCE

a) For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Markes. For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery.
b) If Customer schedules or delays installation by Markes more than 30 days after Delivery, Customer acceptance of the Product(s) will occur on the 31st day after Delivery.

6. PAYMENT

a) Payment terms are subject to Markes credit approval. Payment is due 30 days from Markes' invoice date. Invoices for contractual Support will be issued in advance of the Support period. Markes may change credit or payment terms at any time should Customer's financial condition or previous payment record so warrant.
b) Markes may discontinue support if Customer fails to pay any sum due, or fails to perform under this or any other Markes agreement if, after 10 days written notice, the failure has not been cured.

7. WARRANTY

a) Each Product purchased will include a warranty that is the warranty for the country of purchase. If the Product is moved to another country the warranty may be invalidated. Customers should contact Markes for further information regarding this before moving the product.
b) Product warranty information is available with products, on quotations, or upon request. The warranty period begins on Delivery or the date of installation if installed by Markes. If Customer schedules or delays installation by Markes more than 30 days after Delivery, the warranty period begins on the 31st day after Delivery. Customer may receive a different warranty when the Product is purchased as part of a system or as an ex-demonstration model.
c) Markes warrants hardware Products against defects in materials and workmanship. Markes further warrants that hardware Products conform to Specifications.
d) Markes warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by Markes. Markes further warrants that Markes owned standard Software will substantially conform to Specifications. Markes does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.
e) Markes does not warrant that the operation of Products will be uninterrupted or error free.
f) If Markes receives notice of defects or non-conformance as defined in Sections 7(c) and 7(d) during the warranty period, Markes will, at its option, repair or replace the affected Product(s). Customer will pay expenses for return of such Product(s). Markes will pay expenses for shipment of repaired or replacement Product(s).
g) Markes warrants that Markes Support will be provided in a professional and workmanlike manner.
h) Some newly manufactured Markes Products may contain and Markes Support may use remanufactured parts which are equivalent to new in performance.
i) The above warranties do not apply to defects resulting from improper or inadequate maintenance, repair or calibration by Customer; Customer or third party supplied hardware or software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation.
j) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. MARKES SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. SUPPORT

a) Customer may order Support from Markes' current Support offering as available. Orders for Support are also subject to the Product specific Support terms and the terms indicated on the quotation.
b) To be eligible for Support, Products must be at current specified revision levels and, in Markes' reasonable opinion, in good operating and serviceable condition.
c) Product relocation may result in additional Support charges and modified service response times. Support of Products moved to another location is subject to availability.
d) Customer is responsible for removing any products not eligible for Support to enable Markes to perform Support services. Additional charges, computed at Markes’ standard rates, may be incurred for any extra work caused by such products.
e) Support does not cover any damage, defects or failures caused by:
1) use of non-Markes media, supplies and other products;
2) site conditions that do not conform to Markes' site specifications;
or
3) neglect, improper use, fire or water damage, electrical disturbances, transportation, work, or modification by non- Markes employees or subcontractors, or other causes beyond Markes’ control.
f) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Customer will have a representative present when Markes provides Support services at Customer's site. Customer will notify Markes if Products are being used in an environment that poses a potential health hazard to Markes employees or subcontractors. Markes may require Customer to maintain such Products under Markes supervision. In addition if Products are to be returned to Markes for repair or service Customer must warrant that there are no potential health hazards to Markes employees or subcontractors due to residual sample, calibrant or similar in the Product.
g) Either party may delete Products under a Support agreement or cancel a Support agreement upon 60 days written notice.

9. LICENSES

a) Markes grants Customer a non-transferable, worldwide, nonexclusive license to use the Software for internal purposes in accordance with the documentation provided with the Software. Such documentation may include license terms provided by Markes’ third party suppliers, which will apply to the use of the Software and take precedence over these license terms. In the absence of documentation specifying the applicable license, Customer is granted the right to use one copy of the Software on one machine or instrument, or as otherwise indicated on the quotation.
b) The Software is owned and copyrighted by Markes or its third party suppliers. Markes and its third party suppliers retain all right, title and interest in the Software. Third party suppliers may protect their rights in the Software in the event of any violation of these license terms.
c) Customer will not disassemble or otherwise modify the Software without written authorization from Markes, except as permitted by law. Customer may not copy the Software onto any public or distributed network.
d) Markes may terminate Customer’s license upon notice for breach of these license terms. Customer must destroy all copies of the Software immediately upon notice of termination.

10. LIMITATION OF LIABILITY AND REMEDIES

a) In no event will Markes, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in these Terms.
b) The remedies in these Terms are Customer’s sole and exclusive remedies.

11. GENERAL

a) Markes will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.
b) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned or suffers or commits any similar action, the other party may cancel any unfulfilled obligations.
c) Customer who exports, re-exports or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations, and for obtaining required export and import authorizations. Markes may suspend performance if Customer is in violation of applicable laws or regulations.
d) Disputes arising in connection with these Terms will be governed by the laws of England and Wales and the English Courts will have jurisdiction, except that Markes may, at its own option, bring suit for collection in the country where the Customer is located.
e) Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Support will remain in effect until fulfilled.
f) Neither party’s failure to exercise any of its rights under these Terms will be deemed a waiver or forfeiture of those rights.
g) To the extent that any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
h) Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Customer is solely liable if Products or Support purchased by Customer are used for these applications. Customer will indemnify and hold Markes harmless from all loss, damage, expense or liability in connection with such use.
i) These Terms constitute the entire agreement between Markes and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. Customer's purchase or license of Products and Support will constitute Customer’s acceptance of these Terms, which may not be changed except by an amendment signed by an authorized representative of each party.
j) Markes reserves the right to amend these Terms without prior notice.