The sale of the Products and provision of Services is expressly conditioned on the Buyer’s assent to these Terms and Conditions (“Terms and Conditions”). Any acceptance of Talcyon’s offer is expressly limited to acceptance of these Terms and Conditions and Talcyon expressly objects to any additional or different terms proposed by the Buyer.

1. DEFINITIONS

1.1. “Talcyon” is the manufacturer and developer of inspection systems, non-destructive testing equipment and related accessories. 1.2. “Buyer” is an individual or an organisation who has purchased the Products and/or Services from Talcyon.

1.3. “Products” means all equipment, parts, materials, supplies, software, and other goods Talcyon has agreed to sell or supply to the Buyer.

1.4. “Services” means all services Talcyon has agreed to perform for Buyer.

1.5. “Terms and Conditions” means these “Talcyon’s Terms and Conditions”, including any relevant addenda, together with any modifications or additional provisions specifically stated in Talcyon’s final quotation or specifically agreed upon by Talcyon in writing.

2. PAYMENT

Any and all amounts payable under a quotation from Talcyon shall be due following the acceptance of such quotation prior to shipment of the Products.

3. TAXES AND DUTIES

The Buyer shall be responsible for all taxes, duties, fees or other charges of any nature, and all items of withholding, deficiency, penalty, addition to tax, or interest related thereto, imposed by any governmental authority on Talcyon or Buyer, and shall pay all taxes and/or duties applicable to the Product and Services. If Talcyon pays such taxes on the behalf of the Buyer, the Buyer shall reimburse such taxes to Talcyon in full.

4. DELIVERIES; TITLE TRANSFER; RISK OF LOSS; STORAGE

For shipments within the country of origin or manufacture, Seller shall deliver Products to Buyer Ex-Works Talcyon’s facility, place of manufacture or warehouse (Incoterms 2000). Buyer shall pay all delivery costs and charges. Except for those obligations that are consistent with Incoterms 2000 specifically stated above, Talcyon shall not be liable in any claim asserted by Buyer with respect to such delivery. Partial deliveries will be permitted. Talcyon may deliver any or all Products in advance of the delivery schedule.

Unless otherwise specified in the quotation, invoice or other document related thereto, delivery and transfer of possession of the Products shall occur immediately after each item departs from Talcyon’s facility. Title to Products delivered from within the country shall pass to Buyer when Products are made available for shipment from Talcyon’s facility.

5. CANCELLATION

No order may be cancelled, in whole or in part, without Talcyon’s prior written consent. Any approved cancellation is subject to an assessment of a cancellation fee as determined by Talcyon and forfeiture of any deposit made.

6. RETURNS AND RESTOCKING FEE

Except as provided for under this Section 6, Talcyon does not allow for return and restocking of the Products. However, if Talcyon approves a return, returns are subject to a return/restocking fee as determined by Talcyon. All returned Products shall be sent to Talcyon by freight prepaid by Buyer in packaging appropriate to prevent any damage in transit.

7. ALTERATION

Talcyon reserves the right to alter component designs without notice to the Buyer.

8. SOFTWARE

Talcyon software is subject to a specific Talcyon End Buyer License Agreement. The software is not sold but granted under a non-exclusive and restrictive license. The software must be used with the software-enable key supplied by Talcyon.

9. TRAINING

Products Training by Talcyon

All training shall be provided by Talcyon’s trainer. Prior to the use of the Products and provision of the Services by Buyer, Buyer shall attend training and be certified by Talcyon. Subject to availability of Talcyon’s personnel and in prior coordination with Talcyon, upon request by Buyer, Talcyon may provide training at cost to be agreed in advance.

10. WARRANTY

10.1 Talcyon warrants that the Products shall be delivered free from defects in material, workmanship and title that Services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications for a period of one (1) year from date of delivery.

10.2 Upon Buyer’s written request during the warranty period, Talcyon, at its sole discretion, will repair or replace defective Products within a reasonable time. The original term of warranty applies, without extension, for any repaired or replacement Products. All defective merchandise shall be sent to Talcyon by freight prepaid by Buyer in packaging appropriate to prevent any damage in transit.

10.3 Talcyon does not warrant any non-Talcyon brand products.

10.4 If the Products does not meet the above warranties, Buyer shall promptly notify Talcyon in writing prior to expiration of the warranty period. Talcyon shall (i) at its option, repair or replace the defective Products. If despite Talcyon’s reasonable efforts, a non-conforming Products cannot be repaired or replaced, Talcyon shall refund or credit monies paid by Buyer for such non-conforming Products. Warranty repair, or replacement by Talcyon shall not extend or renew the applicable warranty period. Buyer shall obtain Talcyon’s agreement on the specifications of any tests it plans to conduct to determine whether a non-conformance exists.

10.5 Buyer shall bear the costs of access for Talcyon’s remedial warranty efforts, and transportation of any defective Products to Talcyon and back to Buyer.

10.6 The warranties and remedies are conditioned upon (a) proper storage, use, operation, and maintenance of the Products, (b) Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Talcyon access to those records, and (c) modification or repair of the Products only as authorised by Talcyon in writing. Failure to meet any such conditions renders the warranty null and void. Talcyon is not responsible for normal wear and tear.

10.7 This Section 10 provides the exclusive remedies for all claims based on failure of or defect in the Products, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/ extra-contractual liability (including negligence), strict liability of otherwise. The warranties provided in this Section 10 are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory.

11. PRODUCTS & SOFTWARE REFUND AND REPAIR SUPPORT

11.1 Subject to the limitations set forth below, and the availability of spare parts, Talcyon will do its best to support Products hardware and software, subject to normal use and service, during the Term. Talcyon’s sole obligation shall be limited, to the repair or the replacement of any defective component of the Products. Such remedy shall be available only if Talcyon is notified in writing within the Term and is provided with a reasonable opportunity to repair or replace such defective component at Talcyon’s sole discretion. Any repair(s) or replacement of defective component(s) of the Products during the Term shall be made no later than thirty (30) business days after the receipt of such defective Products by Talcyon. To and fro shipment to Talcyon premises in Singapore and repair cost shall be borne by the Buyer.

11.2 The support provided by Talcyon as set forth in Section 11.1 is conditional upon proper use of the Products in the application for which it is intended and shall not apply to any Products:

a) That has been modified in any respect without the prior written consent of Talcyon;

b) That has been installed, serviced or repaired by or on behalf of any other person other than Talcyon, or as authorised by Talcyon to Buyer;

c) From which the original identification marks or proprietary legends have been removed or altered;

d) That has been subject to unusual physical or electrical stress; or that has been damaged by reason of accident, neglect, misuse, transportation, failure of electrical power, inappropriate operating environment or conditions, failure to comply with applicable operating, maintenance and site preparation instructions, or any cause other than ordinary use.

11.3 Support. Talcyon shall provide first line support with respect to the Products via telephone during Talcyon’s regular business hours, including any system software and drivers reload, at Talcyon’s sole discretion (“Support”). Talcyon shall perform system hardware and software support using generally recognised commercial practices and standards.

First Line Support includes:

a) Receiving the support request from the Buyer (via the web, phone or email);

b) Validating the Buyer as an authorised caller;

c) Collecting relevant technical problem identification information;

d) Filtering non-technical problems from real technical issues;

e) Validating that the technical root cause resided within the Products’ technology;

f) Creating a case documenting the problem;

g) Establishing and maintaining communications with the Buyer;

h) Providing general Products information;

i) Analysis of signals support.

11.4 Maintenance. Subject to payment of the Support Fee as stated in the quotation, Talcyon shall provide Buyer with maintenance services for the repair of defects and calibration of Products. As part of the Maintenance, Talcyon shall either repair or replace any defective component of the Products, at its sole discretion. Such Maintenance shall be available only if Talcyon is notified in writing and is provided with a reasonable opportunity and upon a mutually agreed timeframe to fix such defect.

12. LIMITATION OF LIABILITY

12.1 Subject to any applicable manufacturer’s liability that relates to injury to persons and/or death, it is understood and agreed that the liability of Talcyon, whether in contract or in tort, shall not exceed the amount stated in any quotation sent by Talcyon.

12.2 Talcyon represents that APRIS is fit for the sole purpose of performing inner diameter tube inspections in heat exchangers, boilers and similar tube applications, provided that such inspection is performed by technicians certified by Talcyon.

12.3 Talcyon does not warrant any Products against defects caused by misuse, abnormal operating conditions, inappropriate analysis, alterations or damage caused by events beyond the control of Talcyon. Talcyon shall not be liable for Products defects caused by or resulting from any inaccuracies in any drawing, description or specification supplied by the Buyer.

12.4 In no case shall Talcyon be liable for any special, incidental or consequential damages based upon breach of warranty, breach of contract, negligence or direct liability. Excluded damages include, but are not limited to; loss of profit, loss of savings or revenue, loss of use of the Products or any associated equipment, downtime, the claims of third parties, including Buyer, damage to property or injury to personnel.

13. CONFIDENTIALITY

13.1 Buyer agrees not to provide physical access to the Products or any associated passwords to anyone not actively employed by the Buyer in performing tube inspections, unless authorised to do so by Talcyon, and to take all reasonable steps necessary to keep the Products passwords confidential.

13.2 Buyer acknowledges that the terms set forth herein, all software, documentation and all technical and manufacturing techniques, analysis techniques, concepts and methods relating to the Products shall be treated as Confidential Information. Buyer agrees to hold all such Confidential Information in confidence and not to disclose the Confidential Information to any third party, except to those employees of Buyer who must have access to the Confidential Information in order to use the Products in accordance with the terms hereto. Buyer shall maintain all proprietary markings and legends on all Products, consumables, documentation, and software, and will not make use of any trademark or trade name of Talcyon without the prior written consent of the same. Buyer’s obligations under this Section 13.2 shall survive the termination or expiration of this Terms and Conditions.

13.3 Talcyon on its part agrees to hold all third parties’ Confidential Information, such as inspection reports prepared for the third parties on behalf of Buyer, third parties’ proprietary data/specifications, drawings and other related data, strictly confidential and not to disclose such information to any other third party. Notwithstanding the foregoing, authorised employees of Talcyon will have partial or full access to such Confidential Information for job execution, data analysis and preparation of inspection reports in accordance with the terms hereto. Talcyon shall not disclose or make use of Confidential Information as described above without prior written consent from the corresponding third parties involved. Talcyon’s obligations under this Section 13.3 shall survive the termination or expiration of this Terms and Conditions for a period of two (2) years.

14. INTELLECTUAL PROPERTY

All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Talcyon products or arising out of or relating to the design or manufacture of Talcyon products or the provision of services shall belong to and remain vested in Talcyon. The Buyer agrees not to modify, alter or reverse engineer any of the Products and shall ensure that their customers are notified of the same. Subject to the restrictions identified below, Talcyon shall assume responsibility for any suit or proceeding brought against Buyer, insofar as it is based on a third party claim that the Products, or any part thereof, infringes upon such third party’s intellectual property; provided, however, that Talcyon shall have been given immediate notice in writing of the assertion of any such claim and or of the threat or institution of any such suit or proceeding, and all authority and assistance required for the defense of same. This Section 14 states Talcyon’s entire liability for any such infringement claim. In no event will Buyer, without the prior written consent of Talcyon, incur any cost or expense in connection with such claim, suit or proceeding or make any admission, or enter into any agreement, in connection therewith.

15. INDEMNITY

Each of Talcyon and Buyer shall indemnify the other party from and against claims brought by a third party, on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence of the indemnifying party in connection with this Terms and Conditions. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Talcyon, the loss or expense shall be borne by each party in proportion to its degree of negligence.

16. FORCE MAJEURE

Neither Party shall be liable to the other for the failure or delay in the performance of any of its obligations under this Terms and Conditions where such failure or delay is caused by Acts of God, fire, flood, strike, riots, wars, embargoes, governmental laws, orders or regulations, storms or other similar or different contingencies beyond the reasonable control of the respective Parties. The payment obligations will remain unaffected by this Section 16.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 This Terms and Conditions shall be governed by and construed under the laws of Singapore. Each party irrevocably consents to the jurisdiction of the Courts of Singapore in connection with any action to enforce the provisions of this Terms and Conditions or arising under or by reason of this Terms and Conditions.

17.2 Failing such an amicable settlement through SMC, any such dispute arising out of or in connection with this Terms and Conditions or its performance (including the validity of this Terms and Conditions) can be taken to the Singapore Courts, which will hold its session in Singapore in the English language in accordance with the applicable legislation in the Republic of Singapore. The award made and granted by the Singapore Courts shall be final, binding and incontestable.

18. GENERAL PROVISIONS

18.1 If and to the extent any provision of this Terms and Conditions is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Terms and Conditions in such jurisdiction or in any other jurisdiction.

18.2 No failure on the part of Talcyon to enforce at any time or for any period of time, any of the provisions of this Terms and Conditions, nor any specific waiver by Talcyon of any default in performance on the part of the Buyer under this Terms and Conditions, nor any breach or series of breaches by the Buyer of any of the terms or conditions of this Terms and Conditions shall constitute a waiver by Talcyon of such provision(s), or any subsequent default in performance under this Terms and Conditions or any subsequent breach of any terms and conditions of this Terms and Conditions.

18.3 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms and Conditions or on the Site, please contacts us at info@talcyon.com.