SRI Terms & Conditions

SRI International (“SRI”) is interested in handling orders in a prompt, efficient and businesslike manner to afford satisfaction to both you (“Buyer”) and SRI. In order to further this objective, SRI has established these Terms and Conditions of Sale that it believes to be equitable and also to conform to current business and legal requirements. SRI’s offer to sell as set forth herein is expressly conditioned upon acceptance by Buyer that is expressly limited to these terms and the Special Provisions of the Quotation and Agreement, if any. Any contrary provision set forth in Buyer’s purchase order, request for quotation, request for proposal, or other similar document (“Order”) notwithstanding, SRI’s acceptance of any order from Buyer is expressly conditioned upon Buyer’s acceptance of these terms and conditions of sale and Buyer’s taking delivery of all or any part of the Service or Services is evidence of, and shall be construed as, such acceptance.

PRICES
1. General. SRI reserves the right to change or withdraw prices for the Services it offers for sale without prior notice, subject to the conditions set forth in this Article. Unless otherwise specified or required by law, all prices are quoted and shall be billed exclusive of any and all federal, state, and local taxes or similar liabilities, with the exception of taxes levied or based upon SRI’s net income, now or hereafter in effect, however designated, levied or based upon the sale or delivery of the Service or Services under this Order, that SRI may be required to collect or pay. Any and all personal property or use taxes assessable upon the Service or Services sold under this Order after delivery thereof shall be borne by Buyer. Such taxes or similar liabilities, when applicable, shall appear as additional items upon SRI’s invoice. If a certificate of exemption or proceeding is to be obtained or undertaken, as the case may be, in order to exempt the sale of the Service or Services under this Order from sales or use tax liability, Buyer shall obtain or undertake, as the case may be, such certificate or proceeding. In the event that such certificate is obtained by Buyer, Buyer shall promptly furnish a copy thereof to SRI.
2. Standard Services. All billings for standard services shall be at SRI’s established prices for the quantities ordered that are in effect on the date of receipt of Buyer’s Order, and these prices shall remain firm for the term of this Order.
3. Custom Services. All billings for custom services performed to Buyer’s specifications shall be at prices quoted by SRI. If the quoted price is based upon purchase of a specific quantity or deliverable, such as a report per individual purchase order, that price shall remain firm until the Order is concluded. If the quoted price is based upon purchase of a specified quantity during a mutually agreed upon time period, Buyer may issue purchase orders for any quantity as the Service or Services is or are needed, as the case may be, and such orders shall be billed at the quoted price; provided, however, shipment is scheduled for no later than three (3) months after expiration of the agreed upon order placement period.
4. Blanket Orders. SRI reserves the right to terminate blanket orders on sixty (60) days written notice to Buyer.
DELIVERY AND TRANSPORTATION
1. SRI shall deliver the Service or Services F.O.B. at SRI’s facility. Any transportation, rigging or related costs shall be borne by Buyer and shall appear as additional items on invoices.
2. Shipment shall be made by the transportation method specified by Buyer insofar as is practicable. If no specific instructions are furnished to SRI, SRI shall use its discretion in selection of an appropriate transportation method.
3. Any estimated or firm delivery dates are predictions made by SRI of the times when it shall be able to deliver the Service or Services. Because of the difficulties inherent in the prediction of future delivery dates, SRI cannot undertake to promise, guarantee or otherwise obligate itself to deliver the Service or Services on or before that time. SRI shall endeavor to meet the estimated or firm delivery dates but shall not be liable in damages or otherwise on account of failure to meet them.
4. SRI reserves the right to make deliveries in installments. Partial deliveries shall be billed as made, and payments therefore are subject to the Article titled “Payment and Security Interest” hereof.
FORCE MAJEURE
1. SRI shall not be responsible for any delay in or failure of performance on its part that is due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, the following: acts of the public enemy including terrorism; war, declared or undeclared; riots: acts of any competent government, including, without limitation, government priorities, allocations, regulations or orders affecting the availability of labor, materials, fuel, transportation, or facilities; fires, floods or other acts of God; epidemics or pandemics; quarantine restrictions; strikes, boycotts, lock outs, walk outs, or slow downs; or shortages or unavailability of labor, materials, fuel, transportation, or facilities that are beyond SRI’s reasonable control.
PAYMENT AND SECURITY INTEREST
1. Payment for deliveries of the Service or Services released on an open account basis are due in net thirty (30) days from the invoice date irrespective of whether Buyer has inspected the Deliverables ordered. Until the purchase price and all other charges payable by Buyer hereunder are received in full, SRI shall retain a security interest in the Deliverables under the Uniform Commercial Code. If, as and when requested by SRI, Buyer shall execute, and hereby promises to execute, such documents as SRI may reasonably deem necessary from time to time in order to perfect and protect such security interest. Unpaid invoices shall accrue interest at the rate of 1.5% per month or fraction thereof, beginning on the due date of the invoice and continuing until the invoiced amount and accrued interest has been paid in full.
TERMINATION
1. In the event Buyer terminates or cancels this order prior to its completion, SRI may invoice and Buyer agrees to pay SRI charges for order entry, job setup, labor, and materials expended up to the date of termination. In no event will such charges exceed the amount of the order.
BUYER WARRANTIES
1. Buyer warrants that any material or data furnished to SRI are free of any patent or copyright infringement and any claims thereof. Buyer indemnifies SRI and will hold SRI harmless against any claims, costs, and damages.
2. Buyer warrants that any materials and data provided to SRI for further processing or manufacture are free of defects in workmanship and conform to Buyer’s written specifications in all respects. Buyer acknowledges that it understands the Services SRI intends to provide hereunder and represents that SRI’s proper performance of said services will satisfy Buyer’s requirements.
EXPORT
1. Buyer agrees to comply with all export laws of the United States.
INTELLECTUAL PROPERTY; NO LICENSES GRANTED
1. In the event any intellectual property is made, conceived, or otherwise created, SRI shall retain ownership of all rights, title, and interest.
2. No sale or lease hereunder shall convey any license by implication, estoppel, or otherwise under any proprietary or patent rights of SRI.
WARRANTIES
1. SRI makes no warranty, whether express, statutory, or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose, together with any liability of SRI hereunder for loss of use, revenue or profit. Buyer agrees that in no event shall SRI be liable hereunder, whether in contract, tort, or negligence, for special, incidental, indirect, or consequential damages. In no event shall SRI’s total liability to Buyer exceed the aggregate sum paid to SRI by Buyer for the Services provided under this Agreement.
ASSIGNMENTS
1. Either party hereto may assign its rights and remedies hereunder and may also transfer its obligations hereunder, provided, however, that no such assignment or transfer shall operate to relieve the assignor of any of its obligations hereunder. In the event of any such assignment, the assignor shall promptly thereafter furnish the other party hereto a true copy of the instrument of assignment.
TECHNICAL ASSISTANCE
1. SRI’s warranty as hereinabove set forth shall not be enlarged, diminished, or otherwise affected by, and no obligation or liability shall arise from or grow out of, SRI’s rendering of technical advice, facilities, or services in connection with Buyer’s order or the Services furnished hereunder.
USE LIMITATIONS
1. SRI’s Deliverables are not authorized for use as critical components in life sustaining devices or systems, or safety of flight devices or systems without the express written approval of the president of SRI. Buyer indemnifies SRI and will hold SRI harmless against any claims, costs and/or damages arising from its breach of this Use Limitation.
DISPUTE RESOLUTION
1. The parties shall resolve all disputes arising out of and Order or these terms and conditions of sale, including disputes about the scope of this arbitration provision, by final and binding arbitration seated and held in San Francisco, California before a single independent arbitrator. JAMS (WWW.JAMSADR.COM) shall administer the arbitration under its comprehensive arbitration rules and procedures. The arbitrator shall award the prevailing party its reasonable attorneys’ fees and expenses, and its arbitration fees and associated costs. Any court of competent jurisdiction may enter judgment on the award. Either party may seek preliminary relief from a court of competent jurisdiction to prevent imminent or continuing irreparable harm before filing a demand for arbitration.
GENERAL
1. No addition to, deletion from, or modification of any of the provisions of these Terms and Conditions of Sale shall be binding upon SRI unless made in writing and signed by duly authorized representative of SRI. These Terms and Conditions of Sale represent the final, complete, and exclusive statement of the terms of the agreement between SRI and Buyer and as such, supersede: (a) any prior commitments or representations, whether oral or written; and (b) any terms and conditions set forth in the Order submitted previously by Buyer. All Orders are subject to acceptance, based upon these Terms and Conditions of Sale, by SRI.
2. A waiver by SRI of any default by Buyer of any of the provisions of these Terms and Conditions of Sale shall not be deemed to be a continuing waiver or a waiver of any other default or of any other provision hereof, but rather it shall apply solely to the instance to which the waiver is directed.
3. These Terms and Conditions of Sale and this order shall be construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles. The United Nations Convention on the International Sale of Goods shall not apply.