GAL Technologies, Inc. Terms & Conditions of Sales and Services

The following Terms and Conditions of Sales & Services (“Terms”) apply to the purchase of products and ancillary services. These Terms – along with any accompanying Quotations, Purchase Orders, Invoices, or the like documents – comprise the Entire Agreement (“Agreement”) between GAL Technologies, Inc. (“Manufacturer//Seller”) and its Purchasing Customer (“Buyer”). The Agreement is construed in accordance with Applicable Laws in the State of California - USA. 

1) - PRODUCTS//SERVICES: Manufacturer//Seller’s products are modules, components and sub-assemblies subject to integration in a broad variety of Semiconductor Processing Equipment, and it is the sole responsibility of the final integrator to ensure compliance of the final assembly with required and appropriate integration and safety standards. Manufacturer//Seller’s products should not be put into service until the equipment into which they are integrated has been declared in conformity with manufacturing, design, integration, and safety standards. Manufacturer//Seller provides technical services as specified in quoted prices, and those services include E-Mail support from Manufacturer//Seller’s staff of application engineers. Phone Consultations could be arranged for the resolution of extraordinary problems. Operation documentation, application notes and latest software versions could be found on Manufacturer//Seller’s website. Training Courses for customers are periodically offered at Manufacturer//Seller’s place of business.

2) - PRICING: All prices are in US dollars. Quoted prices are valid for 30-days from the date issued and are otherwise subject to adjustment pursuant to Manufacturer//Seller’s below stated reserved right. Buyer is responsible for the shipment of products door-to-door (EXW//Incoterms) from Milpitas, California, U.S.A. All bank charges, freight, handling, insurance, duties, tariffs, taxes, government charges, and other charges and costs and expenses are the sole responsibility of Buyer. Title and risk of loss pass to Buyer upon delivery to the shipment carrier. Manufacturer//Seller reserves the right to adjust, no less than 90-days prior to the applicable ship date, quoted product prices due to supply-chain disruptions, long lead times, and//or unpredictable fluctuations in the cost of materials and certain components, customized parts, assemblies and modules.

3) – A.V.P.T.: Annual Volume Purchasing Transactions could be established on a case by case while based on annually forecasted product usage provided by Buyer and accepted by Seller. All special A.V.P.T. are offered based on firm orders with shipment dates falling within a calendar year. Shipments may be rescheduled with a minimum of 45-days written notification to Seller without change to the negotiated A.V.P.T. Shipments that are rescheduled and orders that are subject to rescheduling are subject to a rescheduling fee in an amount equivalent to 25% per unit ordered.

4) - PAYMENT: Payment terms are NET 15 for domestic customers (subject to credit approval), and//or pre-payment in full prior to shipping for international customers. All payments shall be made in US dollars via check, wire transfer, direct deposit, ACH, or cash.

5) - LEAD-TIME: Manufacturer//Seller’s standard product lead-time is 6 to 8 weeks A.R.O. for standard products, and 8 to 12 weeks A.R.O. for Customized Products. A shipping date will be confirmed upon receipt of a firm purchase order. Manufacturer//Seller will make reasonable efforts to accommodate requests for expedited product lead-time.

6) - WARRANTY: Products delivered by Manufacturer//Seller are warranted to be free of defects in materials, design and workmanship under normal use and service for a period of twelve (12) months from the date of original shipment. Buyer is responsible for transportation costs associated with items returned to Manufacturer//Seller.

MANUFACTURER//SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND MANUFACTURER//SELLER DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

At Buyer’s sole and exclusive remedy for breach of warranty, Manufacturer//Seller will repair or replace – at his sole discretion – any component part or sub- assembly which requires warranty service. Buyer is responsible for all costs and expenses (including but not limited to transportation and third-party charges) associated with warranty service except for [a] the costs and expenses directly incurred by Manufacturer//Seller to repair or replace the component part or sub-assembly which requires warranty service, or [b] the costs and expenses Manufacturer//Seller approves and agrees in writing to pay in advance prior to the provision of warranty service.

7) - LIABILITY: Under no circumstances shall Manufacturer//Seller be liable for incidental, special, indirect, consequential, or punitive damages (even if advised in advance of the possibility for any such damages) – and in all circumstances, and regardless of liability theory, Manufacturer//Seller’s total liability for damages of any kind shall be limited to and never exceed the total price due to Manufacturer//Seller under this Agreement.

8) - FORCE MAJEURE: Manufacturer//Seller shall not be liable for any damage or loss that is due to any cause beyond its reasonable control. Manufacturer//Seller shall not be liable for any failure or delay in performing an obligation under the Agreement that is due to any cause beyond its reasonable control. A cause beyond Manufacturer//Seller’s reasonable control includes (without limitation): act of God, accident, riot, war, terrorist act, epidemic, pandemic (including the COVID-19 pandemic), quarantine, civil commotion, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy. Manufacturer//Seller and Buyer acknowledge that the COVID-19 pandemic is currently causing global disruption and that an event beyond Manufacturer//Seller’s reasonable control could arise as a consequence of current or future impacts of the COVID-19 pandemic.

9) - INDEMNIFICATION: Buyer shall indemnify, defend, and hold harmless Manufacturer//Seller, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys’ fees) arising from any third-party claim that is not attributable to Manufacturer//Seller’s sole negligence or willful misconduct.

10) - CONFIDENTIAL INTELLECTUAL PROPERTY: All non-public, confidential, or proprietary information of Manufacturer//Seller shall remain Manufacturer//Seller’s property and shall not be disclosed by the Buyer. All intellectual property, trade secrets, and work-product of Manufacturer//Seller shall remain Manufacturer//Seller’s property and shall be zealously protected as such by the Buyer.

11) - GOVERNING LAW: This Agreement and all related disputes shall in all circumstances be governed by California-USA procedural and substantive law. Any legal suit, action or proceeding arising out of or relating to the Agreement shall be commenced in a federal or state court located in Santa Clara County, California. Buyer hereby irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. In any such suit, action or proceeding the parties shall bear their own attorneys’ fees, costs, and expenses.

12) - All Purchase orders placed with GAL Technologies, Inc. – USA must carry our Customer’s statement confirming that their Purchase Orders are: “Official, Tangible and Billable, Irrevocable and Non-Cancelable Purchase Orders”.
13) - All Manufacturer//Seller's Quotations are always provided to Buyer based on estimated annual quantity of equipment to be purchased during previous two (2) consecutive fiscal years while supported by "Build Plans" and annually verified forecast and//or Booking Annual Purchase Orders.