1. Introduction

1.1 These terms and conditions shall govern your use of NextGenTest.

1.2 By using NextGenTest, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use NextGenTest.

1.3 [You must be at least [18] years of age to use NextGenTest; and by using NextGenTest or agreeing to these terms and conditions, you warrant and represent to us that you are at least [18] years of age.]

  1. Copyright notice

2.1 Copyright (c) [208] [NextGen Material Testing Inc].

2.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in NextGenTest and the material on NextGenTest; and

(b) all the copyright and other intellectual property rights in NextGenTest and the material on NextGenTest are reserved.

  1. Licence to use website

4.1 You may:

(a) view pages from NextGenTest in a web browser;

(b) download pages from NextGenTest for caching in a web browser;

(c) print pages from NextGenTest;

(d) [stream audio and video files from NextGenTest;

subject to the other provisions of these terms and conditions.

4.2 Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from NextGenTest or save any such material to your computer.

4.3 [You may only use NextGenTest for [your own personal and business purposes], and you must not use NextGenTest for any other purposes.]

4.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on NextGenTest.

4.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from NextGenTest (including republication on another website);

(b) sell, rent or sub-license material from NextGenTest;

(c) show any material from NextGenTest in public;

(d) exploit material from NextGenTest for a commercial purpose; or

(e) redistribute material from NextGenTest.

4.6 [Notwithstanding Section 4.5, you may redistribute [our newsletter] in [print and electronic form] to [any person].]

4.7 We reserve the right to restrict access to areas of NextGenTest, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on NextGenTest.

  1. Acceptable use

5.1 You must not:

(a) use NextGenTest in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use NextGenTest in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use NextGenTest to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to NextGenTest without our express written consent;

(e) [access or otherwise interact with NextGenTest using any robot, spider or other automated means;]

(f) [violate the directives set out in the robots.txt file for NextGenTest; or]

(g) [use data collected from NextGenTest for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).]

5.2 [You must not use data collected from NextGenTest to contact individuals, companies or other persons or entities.]

5.3 You must ensure that all the information you supply to us through NextGenTest, or in relation to NextGenTest, is [true, accurate, current, complete and non-misleading].

  1. Limited warranties

6.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on NextGenTest;

(b) that the material on the website is up to date; or

(c) that the website or any service on the website will remain available.

6.2 We reserve the right to discontinue or alter any or all of NextGenTest services, and to stop publishing NextGenTest, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

6.3 To the maximum extent permitted by applicable law and subject to Section 7.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, NextGenTest and the use of NextGenTest.

  1. Limitations and exclusions of liability

7.1 These terms and conditions:

(a) Limit or exclude any liability for death or personal injury resulting from negligence;

(b) Limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) Limit any liabilities in any way that is not permitted under applicable law; or

(d) Exclude any liabilities that may not be excluded under applicable law.

7.2 The limitations and exclusions of liability set out in this Section 7 and elsewhere in these terms and conditions:

(a) Are subject to Section 7.1; and

(b) Govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

7.3 To the extent that NextGenTest and the information and services on NextGenTest are provided free of charge, we will not be liable for any loss or damage of any nature.

7.4 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

7.5 We will not be liable to you in respect of any loss or corruption of any data, database or software.

7.6 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

7.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions

 

  1. Breaches of these terms and conditions

8.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) Send you one or more formal warnings;

(b) Temporarily suspend your access to NextGenTest;

(c) Permanently prohibit you from accessing NextGenTest;

(d) Block computers using your IP address from accessing NextGenTest;

(e) Contact any or all your internet service providers and request that they block your access to NextGenTest;

(f) Commence legal action against you, whether for breach of contract or otherwise; and/or

(g) Suspend or delete your account on NextGenTest.

8.2 Where we suspend or prohibit or block your access to NextGenTest or a part of NextGenTest, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

  1. Variation

9.1 We may revise these terms and conditions from time to time.

9.2 [The revised terms and conditions shall apply to the use of NextGenTest from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. / We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of NextGenTest from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using NextGenTest.

9.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

  1. Assignment

10.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

10.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

  1. Severability

11.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

11.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

12.1 These terms and conditions are for our benefit and your benefit, and these terms and conditions are not intended to benefit or be enforceable by any third party.

12.2 The exercise of the parties’ rights under these terms and conditions is not subject to the consent of any third party.

  1. Entire agreement

13.1 Subject to Section 7.1, these terms and conditions, shall constitute the entire agreement between you and us in relation to your use of NextGenTest and shall supersede all previous agreements between you and us in relation to your use of NextGenTest.

  1. Terms and Conditions of Sale

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ACCEPTANCE-QUOTATIONS/INVOICES: THE GOODS BEING OFFERED HEREIN ARE SUBJECT TO PRIOR SALE AND ARE INTENDED FOR IMMEDIATE ACCEPTANCE. BY THE ISSUANCE OF A PURCHASE ORDER, BUYER ACCEPTS COMPLETELY AND EXCLUSIVELY THE TERMS AND CONDITIONS HEREIN, WHICH INCORPORATED WITH THE SPECIFIC MACHINE BUILDER(S) TERMS AND CONDITIONS, CONSTITUTE THE ENTIRE CONTRACT. NEXTGEN , SHALL NOT BE BOUND BY ANY OTHER TERMS CONTAINED WITHIN THE BUYER’S PURCHASE ORDER OR ANY OTHER DOCUMENT WHICH ATTEMPTS TO IMPOSE CONDITIONS AT VARIANCE WITH THE TERMS AND CONDITIONS OF THIS QUOTATION/INVOICE UNLESS SAID VARIANCE IS SPECIFICALLY AGREED TO IN WRITING. ALL QUOTATIONS AND ACCEPTANCES OF ORDERS ARE MADE WITH THE MUTUAL UNDERSTANDING THAT ORDERS ARE NOT SUBJECT TO CANCELLATION. THE SHIPPING DATE IS APPROXIMATE ONLY AND MAY BE SUBJECT TO DELAYS AND AVAILABILITY OF GOODS. BUYER AGREES TO RECEIVE GOODS IN A TIMELY MANNER; ANY STORAGE FEES BECOME THE RESPONSIBILITY OF AND ARE TO BE PAID BY THE BUYER. AN ORDER RESULTING FROM THIS QUOTATION IS TO BE MADE IN FAVOR OF NEXTGEN MATERIAL TESTING INC. AND BECOMES BINDING ONLY UPON ACCEPTANCE BY NEXTGEN . IT IS A CONDITION OF SUCH ACCEPTANCE THAT THE TERMS AND CONDITIONS SET FORTH IN. THE DESIGN OF THE MAIN INSTRUMENT INCLUDING EXTERNAL AND INTERNAL COMPONENTS MAY CHANGE WITHOUT NOTICE, PROVIDED ALL INITIALLY DISCUSSED TECHNICAL SPECIFICATIONS AGREED UPON BY THE CUSTOMER ARE MET.
PLEASE NOTE THAT THE PRICES FOR THE OPTIONAL ACCESSORIES ARE ONLY VALID WITH THE PURCHASE OF THE MAIN INSTRUMENT. PLEASE CONTACT OUR AFTER SALES DEPARTMENT AT [email protected] FOR ANY ACCESSORIES FOLLOWING THE PURCHASE OF OUR INSTRUMENT.

THIS QUOTATION SHALL GOVERN AND, IF SUCH TERMS OR CONDITIONS CONFLICT WITH THE CUSTOMER’S, THE POINT(S) IN QUESTION, SHALL BE NEGOTIATED BY THE BUYER BEFORE THE TIME OF ACCEPTANCE OF THE ORDER BY NEXTGEN, AND BECOME BINDING UPON THE DULY EXECUTED DOCUMENT SIGNED BY BOTH PARTIES. THIS AGREEMENT SHALL BE AN ONTARIO CONTRACT AND SHALL BE INTERPRETED AND ADMINISTERED FOR ALL PURPOSES UNDER THE LAWS OF THE PROVINCE OF ONTARIO.

THE POINT(S) IN QUESTION, SHALL BE NEGOTIATED BY THE BUYER BEFORE THE TIME OF ACCEPTANCE OF THE ORDER BY NEXTGEN , AND BECOME BINDING UPON THE DULY EXECUTED DOCUMENT SIGNED BY BOTH PARTIES. THIS AGREEMENT SHALL BE AN ONTARIO CONTRACT AND SHALL BE INTERPRETED AND ADMINISTERED FOR ALL PURPOSES UNDER THE LAWS OF THE PROVINCE OF ONTARIO.

NRTL OR ITS EQUIVALENT (UL, CSA, ETC) CERTIFICATION IS NOT INCLUDED IN THE STANDARD QUOTATIONS AND CAN BE QUOTED SEPARATELY BASED ON REQUEST. BY ACCEPTING THIS AGREEMENT THE BUYER ACCEPTS THESE TERMS AND UNDERSTANDS THAT REQUESTING THIS SERVICE WILL HAVE AN ADDITIONAL FEE.

TERMS: TERMS FOR NEW EQUIPMENT ARE STATED IN EACH SPECIFIC QUOTATION AND BECOME BINDING UPON ACCEPTANCE OF THE ORDER BY NEXTGEN. ALL SALES ARE SUBJECT TO APPLICABLE FEDERAL, STATE, AND LOCAL USE, SALES, AND EXCISE TAXES WHICH THE BUYER AGREES TO PAY, AND WHICH MAY BE BILLED AS PART OF THE SELLING PRICE, OR SEPARATELY, IF NEXTGEN MATERIAL TESTING INC.IS REQUIRED BY ANY TAXING AUTHORITY TO COLLECT AND PAY SUCH A TAX. 

CANCELLATION: IN THE EVENT THAT THE PURCHASER CANCELS AN ORDER, NEXTGEN MATERIAL TESTING INC.RESERVES THE RIGHT TO INVOICE PURCHASER AN AMOUNT EQUAL TO NEXTGEN’S FULL COST OF WORK PERFORMED, NON-REFUNDABLE PURCHASED SERVICES, AND MATERIALS PURCHASED TO AND INCLUDING THE DATE OF CANCELLATION WHICH INVOICE THEREOF SHALL BE DUE AND PAYABLE IMMEDIATELY UPON RECEIPT BY PURCHASER.  CANCELLED IN-STOCK ITEMS ARE SUBJECT TO A 25% RESTOCKING FEE.  

TITLE: TITLE SHALL NOT PASS TO BUYER UPON DELIVERY OF THE GOODS, BUT SHALL REMAIN VESTED IN NEXTGEN MATERIAL TESTING INC.UNTIL THE ENTIRE PURCHASE PRICE AND APPLICABLE FEES AND TAXES ARE PAID IN FULL. 

CLAIMS: IN THE EVENT OF ANY DAMAGE IN TRANSIT, IT IS EXPRESSLY AGREED THAT THE BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A CLAIM FOR SUCH GOODS, WITH THE RIGGER OR FREIGHT HANDLER. NEXTGEN MATERIAL TESTING INC.WILL NOT ACCEPT LIABILITY FOR A REFUND OF ANY KIND FOR GOODS DAMAGED OR ALTERED IN ANY WAY, AND IN NO EVENT OR CIRCUMSTANCE SHALL NEXTGEN MATERIAL TESTING INC.BE RESPONSIBLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND.

WARRANTIES: NEXTGEN MATERIAL TESTING INC.WARRANTS EQUIPMENT IT SELLS FOR A PERIOD OF ONE YEAR FROM THE DATE OF SHIPMENT TO THE PURCHASER. AS LONG AS THE EQUIPMENT IS IN THE POSSESSION OF THE ORIGINAL PURCHASER, NEXTGEN MATERIAL TESTING INC.WILL REPLACE OR REPAIR, 

AT ITS OPTION, FREE OF CHARGE, ANY PART, WITH EXCEPTION OF ANY COMPONENT (E.G., AXIS DRIVES) COVERED BY AN ORIGINAL MANUFACTURER WARRANTY, WHICH UPON NEXTGEN ’S EXAMINATION, IS FOUND TO BE DEFECTIVE IN WORKMANSHIP OR MATERIAL. NEXTGEN MATERIAL TESTING INC.WILL PROVIDE PURCHASER WITH PROOF OF VALID ORIGINAL MANUFACTURER WARRANTY ON ANY/ALL SUCH COMPONENTS INCLUDED IN THE EQUIPMENT PURCHASED; PURCHASER IS REFERRED TO SAID 

ORIGINAL MANUFACTURER WARRANTY FOR TERMS AND CONDITIONS THEREOF. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY  

OR FITNESS FOR ANY PARTICULAR PURPOSE, AND OF ALL OTHER LIABILITIES AND OBLIGATIONS ON 

NEXTGEN’S PART. NEXTGEN MATERIAL TESTING INC.EXPRESSLY DENIES THE RIGHT OF ANY OTHER PERSON TO INCUR OR ASSUME FOR NEXTGEN ANY OTHER LIABILITY IN CONNECTION WITH ITS SALE OF EQUIPMENT. NEXTGEN’S OBLIGATION UNDER THIS WARRANTY SHALL BE STRICTLY AND EXCLUSIVELY LIMITED TO FURNISHING LABOR AND MATERIALS REQUIRED FOR REPAIRING OR REPLACING PARTS WHICH ARE DETERMINED TO BE DEFECTIVE ON INSPECTION BY OUR EMPLOYEE, AGENT, OR AUTHORIZED REPRESENTATIVE. THE DETERMINATION OF NEXTGEN MATERIAL TESTING INC.REPRESENTATION SHALL BE FINAL. NEXTGEN SHALL NOT REIMBURSE PURCHASER FOR REPAIR, REPLACEMENT, PACKING OR SHIPPING COSTS INCURRED WITHOUT WRITTEN CONSENT OF AN NEXTGEN MATERIAL TESTING INC.AUTHORIZED REPRESENTATIVE

LIMITATION OF LIABILITY: IN NO EVENT SHALL NEXTGEN MATERIAL TESTING INC.BE LIABLE TO PURCHASER FOR LOSS OF PROFITS, LOSS OF USE, OR DAMAGES OF ANY KIND ARISING FROM A CLAIM FOR BREACH OF WARRANTY OR FOR FAULTY WORKMANSHIP OR MATERIAL, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES AND INCIDENTAL DAMAGES EXCEPT AS THEY MAY BE IMPOSED BY LAW IN THE CASE OF PERSONAL INJURIES FROM “CONSUMER GOODS.” NEXTGEN’S WARRANTIES AS SET FORTH ABOVE SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OR GROW OUT OF NEXTGEN’S RENDERING OF TECHNICAL ASSISTANCE OR SERVICE IN CONNECTION WITH PURCHASER’S ORDER FOR ANY EQUIPMENT FURNISHED UNDER THESE TERMS AND CONDITIONS. UNDER NO CIRCUMSTANCES SHALL WE HAVE ANY LIABILITY WHATSOEVER FOR LOSS OF USE OR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING (WHETHER IN TORT, STRICT LIABILITY. CONTRACT, NEGLIGENCE OR OTHER).

LATE FEES: THE BUYER ACKNOWLEDGES AND AGREES THAT IF THE BALANCE PAYMENT IS NOT MADE WITHIN THE APPROVED NET TERMS, A MONTHLY INTEREST CHARGE OF 8% OF THE GROSS ORDER VALUE WILL BE APPLIED FOR EACH DELINQUENT MONTH UNTIL THE INVOICE IS PAID IN FULL. THE APPLICATION OF INTEREST CHARGES DOES NOT WAIVE THE SELLER’S RIGHT TO PURSUE ANY OTHER LEGAL REMEDIES AVAILABLE FOR THE COLLECTION OF OUTSTANDING PAYMENTS.

INDEMNIFICATION: BUYER/CUSTOMER/USER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND NEXTGEN MATERIAL TESTING INC.FROM ANY AND ALL CLAIMS, LIABILITIES OR LAWSUITS ARISING OUT OF THE USE OF, OR IN ANY WAY INVOLVING INJURY OR ACCIDENT OCCASIONED BY SAID EQUIPMENT. SAID AGREEMENT INCLUDES, BUT IS NOT LIMITED TO, THE DUTY TO INDEMNIFY, HOLD HARMLESS AND DEFEND NEXTGEN MATERIAL TESTING INC.IN ANY OF THE FOLLOWING SITUATIONS: CLAIMS INVOLVING OR ALLEGING IMPROPER OR NEGLIGENT DESIGN, MAINTENANCE, CONSTRUCTION, RECONSTRUCTION, REPAIR, ALTERATION OR MODIFICATION OF THE EQUIPMENT BY NEXTGEN , ITS AGENTS OR EMPLOYEES; CLAIMS INVOLVING OR ALLEGING BREACH OF ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR SAFETY OF THE EQUIPMENT; CLAIMS INVOLVING ALLEGATIONS OF FAILURE, NEGLIGENT OR OTHERWISE, ON THE PART OF FEDERAL, STATE, OR LOCAL GOVERNMENT STATUTES, RULES OR REGULATIONS, OR AS IS CUSTOMARY IN THE TRADE; AND CLAIMS INVOLVING OR ALLEGING NEGLIGENCE BY NEXTGEN , EITHER ALONE OR JOINTLY WITH BUYER OR ANY OTHER PERSON, FIRM OR ORGANIZATION. BUYER/CUSTOMER/USER SPECIFICALLY AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND NEXTGEN MATERIAL TESTING INC.FROM ANY AND ALL CLAIMS ALLEGING NEGLIGENCE ON THE PART OF NEXTGEN , AND WAIVES BENEFIT OF ANY LAWS, RULES, OR REGULATIONS CONTRARY TO, OR IN LIMITATION OF THIS AGREEMENT. THE INVALIDITY, NOW OR IN THE FUTURE, OF ANY OF THE COVENANTS RECITED HEREIN SHALL NOT AFFECT THE VALIDITY OF THE REMAINING COVENANTS. UNDER NO CIRCUMSTANCES SHALL NEXTGEN MATERIAL TESTING INC.OR ANY AFFILIATE OF OURS HAVE ANY LIABILITY WHATSOEVER FOR THE LOSS OF USE OR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE.