Terms and Conditions
As an Argen customer, you agree to adhere to the terms and conditions listed below.
Equipment Terms and Conditions
- AGREEMENT: These Equipment Terms and Conditions of Sale (“Equipment Terms”) shall apply to the customer’s purchase of third party equipment supplied by The Argen Corporation (“Equipment”). Acceptance of the customer’s purchase order for Equipment (the “Order”) is expressly made conditional upon assent to the terms and conditions set forth herein, which together with the ARGEN STANDARD TERMS AND CONDITIONS comprise all of the terms and conditions of the agreement (“Agreement”) between Argen and the customer named on the Order (“Customer”) for the supply of Equipment. Should any conflict arise between these Equipment Terms and ARGEN STANDARD TERMS AND CONDITIONS, ARGEN STANDARD TERMS AND CONDITIONS SHALL PREVAIL.
- WARRANTIES: The Argen Corporation will pass through to the customer, at the time of Equipment sale, any transferable product warranties, indemnities and remedies provided to The Argen Corporation by the applicable Equipment manufacturer (“Manufacturer”). TO THE EXTENT PERMITTED BY LAW, THE ARGEN CORPORATION PROVIDES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT OR ANY SOFTWARE THEREIN OR REQUIRED TO BE USED THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND THE CUSTOMER SHALL LOOK TO THE MANUFACTURER FOR ANY WARRANTY THEREON.
- SERVICES: Argen does not provide any maintenance, support or other service (“Services”) with respect to the Equipment or any Equipment accessories. Services, if any, will be provided and governed by the Manufacturer. In the case of 3Shape Scanners and Roland Mills, Argen will act as liaison to the Manufacturer, organizing the documentation and managing logistics of the problem/ repair/ replacement matter with Manufacturers. If Customer has a repair approved by 3Shape, Argen (or applicable Manufacturer), may provide temporary replacement scanner (“Loaner”) at no additional charge to Customer while the original scanner is being repaired. Loaner is subject to The Argen Corporation’s approval, 3Shape Manufacturer repair/ replacement approval, availability, and will require a new Loaner equipment agreement with Customer.
- RETURNS: Any returns are governed by the Manufacturers warranties, indemnities and remedies provided. No refunds of any kind are offered by Argen on any purchases of Software (as defined below). Tools and Accessories of Equipment may be returned within 30 days of purchase IF they are new and unopened, without damage or use. Any qualifying returns past thirty (30) days are subject to a 25% restocking charge payable to Argen.
- LIMITATION OF LIABILITY: The Customer agrees to look solely to the applicable manufacturer for any claim arising due to loss, injury, damage or death related to the use or sale of Equipment. The Customer acknowledges that The Argen Corporation has no control over, and is not responsible for, the manufacture of the equipment nor the manner in which the Equipment will be used or otherwise dealt with by the Customer. The Customer therefore agrees to assume all responsibility for any and all sums which The Argen Corporation and/or the Customer becomes obligated to pay because of bodily injury or property damage caused by or resulting directly or indirectly from the installation, maintenance, use or operation of the Equipment, or the failure of the Equipment to comply with any safety laws or regulations. The Customer shall indemnify and hold The Argen Corporation harmless from and against any and all actions, claims or demands arising out of or in any way connected with the installation, maintenance, use or operation of the Equipment or the design, construction or composition of any item or items made or handled by the Equipment supplied hereunder, including any such actions, claims and demands base in whole or in part on the default or negligence of The Argen Corporation. The Customer hereby acknowledges and agrees that The Argen Corporation has set its prices and entered into this Agreement in reliance upon the exclusions and limitations of liability and other remedies set forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree that the exclusions and limitations of liability specified above will survive and apply even if any exclusion or limitation of remedies set forth herein is found to have failed of its essential purpose. THE ARGEN CORPORATION SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT (OR THE SUPPLY, USE OR FAILURES OF EQUIPMENT AND / OR SOFTWARE HEREUNDER, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
- SECURITY INTEREST: The Company shall have a lien on and security interest in the Equipment, notwithstanding delivery or possession, until Customer pays the entire price in full to The Argen Corporation. The Customer agrees to do all acts necessary to perfect and maintain such lien and security interest in favor of The Argen Corporation. The Customer must maintain, at its own expense, insurance in the amount equal to the Equipment invoice price against loss or damage of any kind to the Equipment and agrees to furnish The Argen Corporation with satisfactory proof of this coverage.
- UCC FILING; SECURITY: To the extent permitted by applicable law, Customer authorizes Argen to execute and file in the name of the Customer a UCC-1 financing statement, continuation statements and amendments thereto and any other document deemed necessary to protect Argen's security interest in the Equipment, with or without Customers signature thereon. If Customer is in default of any agreements with Argen, Argen may (a) exercise all rights of a secured party under the Uniform Commercial Code ("UCC") including without limitation the right, under UCC 9-609(b)(2), to take back the Equipment. Any obstruction of these rights by Customer shall be deemed a further breach of its obligations under this agreement.
- LICENSE: Any third party software listed on the Order to which these Equipment Terms are attached (”Software”), including, without limitation, all title and intellectual property rights in and to such Software, is and shall at all times remain the property of the applicable Manufacturer supplying such Software. The Argen Corporation hereby grants to the Customer a personal, terminable, non-exclusive license install and use the Software, solely by the number of end users specified in the Order and if applicable, solely on such number of machines as equal to the number of Seat Licenses set forth on the Order. Interfaces to third party CAD and CAM software, scanners and manufacturing equipment may be required and any license fees charged separately for such interfaces shall be the sole responsibility of the Customer. There may be conditions to such interfaces that can limit or prevent their use during or after a specified period. It is the obligation of Customer to secure agreement with such conditions. Neither Customer nor any end user may (a) assign, sell, sublicense, rent, lease, lend or otherwise transfer all or any part of the seat license(s) to the Software, or (b) reverse engineer, decompile, or disassemble the Software.
- THIRD PARTY RIGHTS: The Argen Corporation cannot and does not grant to Customer or any end user any license to patents held by third parties.
- NON-SOLICITATION: During the term, and for a period of one (1) year following the termination or expiration of this Agreement, Buyer will not, to the extent not prohibited by applicable law, directly or indirectly, solicit, recruit, or encourage any of Argen's employees to terminate their employment with Argen; provided, however, that this section will not prevent Buyer party from (a) causing to be placed any general advertisements in newspapers and/or other media of general circulation (including without limitation, advertisements posted on the internet) that is not targeted specifically at any Argen employees, or (b) engaging any recruiting firm or similar organization to identify and solicit persons for employment on behalf of Buyer, so long as such recruiting firm or organization is not instructed to target any such employees of the other party and its representative Argen.
- FORCE MAJEURE: The Argen Corporation shall be under no liability to Customer or any end user in respect of anything which may constitute a breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Licensor which shall include, but shall not be limited to, acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and federal authority and labor disputes of whatever nature and for whatever cause arising.
- MISCELLANEOUS: Failure or neglect by The Argen Corporation to enforce any of the provisions of this Agreement at any time shall not be construed nor shall be deemed to be a waiver of Argen’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice The Argen Corporation’s rights to take subsequent action. The headings of these Equipment Terms herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement. In the event that any of the terms, conditions or provisions of this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law. This Agreement shall be construed and enforced in accordance with the laws of the State of California and all persons and entities in any manner obligated under this Agreement consent to the jurisdiction of any court sitting in the County of San Diego, State of California, having proper venue and also consent to service of process by any means authorized by California law. If applicable, the person executing this Agreement hereby represents and warrants that he/she is an authorized officer of end user, and by his/her signature, end user is hereby bound by the terms and conditions of this Agreement.