Quote Validity
90 Days

Lead Time
44-48 weeks - Lead time starts after receipt of down payment. Lead time is defined as the time to have the system manufactured, tested and ready for factory acceptance (or for shipment if no factory acceptance is performed). 

Payment Terms 
· Due with order; net 30. Order ‘enters’ the timeline once initial milestone payment is received

· Bought-in Components; net 30

· Chamber Drawings; net 30

· After acceptance at factory and prior to shipment; net 30. If delivery of the system is delayed by the Customer and by no fault of AJA, storage fees may apply

· Safe Arrival, defined as delivery at destination undamaged, regardless of installation, training and lab readiness; net 30

· Net 30 Days after system delivery and prior to installation

· After Install and Training; if Customer Lab is not ready for Installation and Training within 6 weeks, full final milestone payment will be due at that time and the warranty period will commence; net 30

Unless otherwise specified, payment is due within 30 calendar days from invoice date for each milestone. Invoices are issued upon completion of the applicable milestone. Failure to pay within 30 days may result in late payment fees of 1.5%/month.

AJA reserves the right to suspend performance, withhold shipment, or delay future milestones in the event of late payment. 

NOTE: Pricing provided in this quotation is based on AJA International Inc.'s standard payment terms listed above. Any variation of payment terms (i.e. bank guarantees, letter of credit, etc.) may result in pricing modifications/increases to account for seller banking fees and capitalization fees incurred (3.5%-5.5% of system price depending on method of payment and payment release milestones). All banking fees will be the responsibility of the Customer.

Taxes and Duties
Any applicable tariffs, duties, taxes, or other import-related charges applicable at the time of shipment are the sole responsibility of the customer, and are not included in the quoted pricing unless otherwise specified.

Freight and Insurance

Option 1:

AJA Arranged
Unless otherwise agreed to, delivery is based upon Incoterms 2020 (or the latest edition thereof).

Included in price and shown above. AJA International, Inc. arranges freight and insurance and retains ownership of the system until the moment it arrives at the customer's door. If nsystem is lost or damaged, it is AJA International, Inc.'s responsibility to file an insurance claim against the freight company or forwarder, to return the system to "new" condition and to again ship it to the customer in a prompt manner not to exceed the original, quoted delivery time. AJA’s responsibility ends at the Customer’s loading dock; any additional shipping costs including but not limited to fork lifts, riggers, etc. are the sole responsibility of the Customer.

It is the Customer’s responsibility to uncrate the system, bring the system to its final location, and discard shipping materials. Customer must inspect tip indicators and shock sensors and notify AJA immediately of any damages. Customer shall bear any cost or liability associated with repackaging or disposal of shipping materials.

Customer will waive any late penalties in the event the delay is beyond the control of AJA.

NOTE: Freight & Insurances charges provided in quotation are estimates based on current shipping projections. If the actual cost of shipment exceeds the amount provided in the main quotation, the customer will be responsible for paying the difference.AJA will provide detailed invoices that reflect any excess cost differential which will be borne by the customer.

Option 2:

Customer Arranged

ExWorks Hingham, MA (factory) - Customer bears all risk of loss or damage upon system departure from AJA’s facility, regardless of incoterms or insurance arrangements. Customer arranges freight and insurance, assumes ownership and is responsible for any remaining payments from the moment it leaves the factory. If system is lost or damaged, any remaining payments must be made on time regardless of situation and it is customer's responsibility to file insurance claims against the freight company or forwarder. AJA International, Inc. agrees to build the system to "new" condition in the same time frame as the quoted delivery time assuming the claim is settled for an amount sufficient to execute the rebuild and forwarded to AJA International, Inc. prior to the commencement of the rebuild. 

Packaging
Full wooden enclosure is included in price. Quoted price reflects system shipping as a whole unit unless otherwise specified in the main body of the quotation. If customer requires AJA to separate equipment prior to shipment due to on-site space restrictions additional charges may apply. 

Acceptance
Unless otherwise specified in writing, acceptance constitutes demonstration at the factory that system components are functioning normally. Acceptance does not imply process development, extensive training, etc. unless this has been clearly defined and agreed to at time of order. Withholding the final payment for reasons beyond the control of AJA International, Inc., may result in cancellation of the warranty. 

Commissioning
AJA International, Inc. service engineer traveling to customer's facility will take place over the course of two days: one day for system start-up, one day for training. If additional time is required to start-up system whereas AJA is not at fault (e.g. site unprepared, utilities are unavailable, etc.), customer will be charged $2,500 per day for each additional day required, plus any additional travel expenses incurred.

NOTE: Required utilities must be in place at time of engineer's arrival at customer facility.

Software
The software provided with the system is licensed, not sold, and remains the exclusive property of AJA International, Inc. Use of the software is limited to operating the system as delivered and may not be copied, reverse engineered, or modified without prior written consent.

Warranty 
Warranty commences 8 weeks after delivery at site or at site commissioning, whichever happens first. All warranty claims must be submitted in writing within the warranty period. Warranty support is subject to AJA's reasonable verification of the claimed defect.

1 year parts and labor for all non-consumable parts of the system subjected to normal, proper usage. Warranty excludes damages resulting from misuse, improper installation, operator error, or modifications not authorized by AJA. Consumables include but are not limited to sputter targets, vacuum gauge tubes, pump oils and greases, filter elements, ion source filaments, grids and liners. Does not include shipping and travel expenses. 

Cancelation
All orders are "no cancel/no return", unless otherwise agreed to in writing by AJA. If AJA agrees in writing to the cancellation of an order, AJA shall be entitled to payment for work in progress and raw materials then on order, plus a reasonable amount of profit, not to exceed 25%.

Confidentiality
All technical information, engineering drawings, specifications, pricing, and related materials provided by AJA International, Inc. are confidential and proprietary. Buyer agrees not to disclose, reproduce, or distribute such information without AJA’s prior written consent. Equipment designs and configurations are protected trade secrets and may not be reverse engineered or used to develop competing products. Any unauthorized use constitutes a material breach and may result in legal action. Obligations under this clause shall survive the termination or completion of the agreement.

Limitation of Liability
Supplier is not liable for any lost profits, special, incidental, indirect or consequential damages (or other damages of these types), whether or not arising out of or in connection with the agreement or any breach thereof and whether or not foreseeable at the time of entering into this agreement. In no event will Supplier's total aggregate liability to Buyer or any other party with respect to the agreement, the products, and/or any breach exceed the amount of money paid by Buyer to Supplier in connection with the order under which such liability arises. This limitation shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive termination of the agreement.

Force Majeure
AJA shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, strikes, government actions, labor shortages, supply chain disruptions, or acts of war. AJA’s time for performance shall be extended for a period equal to the duration of the force majeure event.

Governing Law; Forum
The Agreement, and Supplier and Buyer's respective rights, obligations, liabilities and responsibilities, will be governed by and interpreted in accordance with the substantive laws of The Commonwealth of Massachusetts, United States of America. Exclusive jurisdiction and venue shall reside in the state and federal courts located in Massachusetts.

Terms
In the event of conflicting terms or specifications, the above terms, conditions and system specifications supersede all previous terms, conditions and specifications as supplied by customer or AJA International, Inc. and any contract will be based on AJA terms, conditions and specifications.