1. ORDER ACCEPTANCE
An order does not become binding to IDRY, LLC, until IDRY, LLC acknowledges acceptance of the order in writing. The price quoted is exclusive to only the items listed in the quotation, or otherwise agreed in writing. Even in the event all terms of the quotation and price are accepted by IDRY, LLC, IDRY, LLC reserves the right not to ship the order if there is reasonable concern for the credit worthiness of the customer.
2. PRICE AND GENERAL CONDITIONS OF SALE
If the price or terms acknowledged in the customer purchase order is different than the price and terms quoted by IDRY, LLC, the price and terms quoted by IDRY, LLC will be binding, unless changed in writing. In the event of price complaint, the customer will be allowed 10 days to state the basis for the complaint in writing to IDRY, LLC, Inc., but this does not allow the customer to cancel the order. Cancellation of an order or return of a purchased item must be authorized by IDRY, LLC in writing prior to return shipment. This authorization must form part of the shipping documents in order for the return shipment to be accepted.
Customer agrees to the Payment Schedule as part of this sale. Payments are due immediately upon receipt of invoices and are to be made via wire transfer. Interest on late payments will be applied at the rate of 1.5% per month. IDRY, LLC retains ownership of the equipment until the customer has paid 100% of the invoice amount.
4. FREIGHT, DELIVERY, DUTY AND TAXES
Refer to the Delivery Schedule which sets forth the estimated delivery timeframe subsequent to the receipt of a signed contract and initial payment. IDRY, LLC offers no guarantees for delivery. Delivery can be affected by a variety of factors including but not limited to availability of special components requested by the customer and weather, however IDRY, LLC will make best efforts to deliver on time. All costs for overland freight and handling will be borne by the Customer. Customer is responsible for any duty and taxes. Delivery shall be defined as the receipt of equipment whether at Customers facility or an alternative facility designated by Customer.
6. INSTALLATION, STARTUP, AND TRAINING
Customer will provide all power, water, air supply and drains for the vacuum dryer and or ancillary equipment using licensed professionals (ie. locally licensed and insured Plumbers and Electricians).
Sufficient technical information will be provided with the dryer to allow proper operation and maintenance by the Customer. Should the customer require unusual or special information or support, additional costs will be charged. Installation of the primary supply of water, electricity, steam and air are the responsibility of the customer and at the customer's expense. Only a licensed plumber and electrician may perform installation work directly associated with the equipment supplied by IDRY, LLC. IDRY, LLC will work only with licensed professionals. If work is performed on or associated with the installation of IDRY, LLC equipment by a person that is not licensed in the appropriate trade any and all Warranties on the equipment supplied by IDRY, LLC will be void. Onsite training or service will be charged at the rate of $950.00 per day plus travel, rooms and meals.
8. LIMITED WARRANTY
All other Equipment manufactured and or installed by IDRY, LLC are warranted for a period of twelve months against defects in materials and workmanship. The warranty period commences upon shipment of the equipment from IDRY, LLC. This Warranty applies to electric motors, valves and electrical controls. It does not include normal wear and tear items such as seals, bearings and lubricants. IDRY, LLC agrees to replace parts, which have failed due to defective workmanship or materials and not deemed a failure due to neglect or poor operating procedure by the customer. The customer will pay all shipping and installation expenses, but no labor or parts costs.
It is further understood that there are no other warranties expressed or implied with respect to fitness for a particular purpose, merchantability or damage of material related to a failed component or drying schedule. It is too difficult to control the Customer’s operation of this equipment for IDRY, LLC to accept any responsibility in this regard. It is further understood that this Warranty is not in force if the Customer has not paid the entire invoice amounts owed to IDRY, LLC, including sums withheld for start-up.
Customer has no recourse to IDRY, LLC for damages to persons or property due to the Customer's operation of the equipment purchased. Furthermore, the Customer understands that the equipment is designed for the purpose of drying material and no other substance or material is approved for drying in a IDRY, LLC Dryer.
10. GOVERNING LAW
In the event of arbitration, due to any disagreement relative to the interpretation of terms of this sales agreement, all litigation will be governed by the laws of the State of Vermont.
End User License Agreement
By using this equipment you are agreeing to the following:
This copy of Kiln Control Software (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. IDRY, LLC, Inc. or its subsidiaries, affiliates, and suppliers (collectively “IDRY, LLC”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”)
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.
This Agreement entitles you to install and use one copy of the Software Product. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of the Software Product. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared use of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use of installation is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product.
Restrictions on Transfer
Without first obtaining the express written consent of IDRY, LLC, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not use, copy, or install the Software Products on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy or install the Software Product on any system with more than the number of computers, PLCs or HMIs permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license.
You may not recompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product.
You may not use the database portion of the Software Product in connection with any software other than the Software Product.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.
Restrictions on Copying
You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium other than a computer hard drive.
Limited Storage Medium Warranty
For a period of 90 days from the date of shipment or from the date that you download the Software Product, as applicable, IDRY, LLC warrants that when properly installed and used under normal conditions, the storage medium on which the Software Product is shipped will be free of defects in material and workmanship.
Consent to Use of Data
You agree that IDRY, LLC and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your Kiln, your physical location, system and application software, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software. IDRY, LLC may use this information, as long as it is in a form that does not personally identify you, to improve our products, services and technologies.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY IDRY, LLC, IDRY, LLC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.
IDRY, LLC MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR OPERATE UNDER YOUR SPECIFIC CONDITIONS OF USE. IDRY, LLC MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE PRODUCTION WILL BE SECURE, OR FREE FROM INTERRUPTION. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. IDRY, LLC WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE OR DAMAGE OF PRODUCT FROM THE SOFTWARE PRODUCT.
UNDER NO CIRCUMSTANCES SHALL IDRY, LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE OT A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF IDRY, LLC OR ANY OTHER PARTY, EVEN IF IDRY, LLC IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS IDRY, LLC’s ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
You remedy for a breach of this Agreement of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of IDRY, LLC. IDRY, LLC reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If IDRY, LLC is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.
Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by IDRY, LLC to have been caused by you. All limited warranties on the Software Product are grated only to you an are nontransferable. You agree to indemnify and hold IDRY, LLC harmless from all claims, judgments, liabilities, expenses, or closes arising from your breach of this Agreement and/or acts or omissions.
Governing Law, Jurisdiction and Costs
This Agreement is governed by the laws of Vermont, without regard to Vermont’s conflict or choice of law provisions.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force an effect to the maximum extent permitted by such applicable laws.