Terms And Conditions

These terms and conditions outline the rules and regulations for the purchase of items from Ultra Clean Systems’s website, located at https://www.ultracleansystems.com/.

By accessing this website we assume you accept these terms and conditions. Do not continue to use UltraCleanSystems.com if you do not agree to all of the terms and conditions stated on this page.

ULTRA CLEAN SYSTEMS, INC.
TERMS AND CONDITIONS OF SALE

EFFECTIVE JANUARY 2022

1. OFFER AND ACCEPTANCE, ENTIRE AGREEMENT

These Terms and Conditions of Sale (the “Agreement” or the “Terms”) are incorporated by reference into all sales made by Ultra Clean Systems Inc. (“Seller”) for any and all products or services (together, the “Goods”) being sold by Seller to buyer (“Buyer”). These Terms and Conditions of Sale shall supersede all prior understandings, transactions, and communications, whether written or oral, between the parties with respect to the subject matter hereof and shall form the complete contract between Seller and Buyer. These Terms and Conditions of Sale shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. SELLER’S ACCEPTANCE OF ANY OFFER MADE BY BUYER TO PURCHASE GOODS IS EXPRESSLY CONDITIONED UPON BUYER’S ASSENT TO THESE TERMS AND CONDITIONS. Any modification, alteration, amendment, additional or conflicting term contained in Buyer’s order form, or other written or oral communication is hereby objected to and rejected and shall not be binding upon Seller unless otherwise specifically agreed to in writing by an authorized management-level representative of Seller. The terms and conditions contained herein may be modified or cancelled by Seller at any time prior to acceptance. Additionally, Seller and Buyer acknowledge and agree that the sale of the Goods described herein is not a consumer transaction.

2. PRICES; PAYMENT

Prices do not include federal, state, or local taxes imposed on the Goods including, without limitation, sales, use or excise taxes; such taxes, if any, shall be paid by Buyer in addition to the price of the Goods. Buyer must provide Seller with a resale/tax exemption certificate, if applicable. All terms of payment shall be as specified by Seller in writing and shall be made in good funds (U.S. Dollars) without set-off or deduction, or if no terms of payment are specified, payment is required within thirty (30) days of the invoice date (NET 30). Seller may decline at any time either to accept an order, or to ship the Goods subject to an order, until Seller has received payment in full from the Buyer. Unpaid balances shall bear interest from the due date at the rate of 1.5% per month, not to exceed the maximum lawful limit. Buyer agrees to pay reasonable costs, including reasonable attorneys’ fees, incurred by Seller to collect any amounts due hereunder. Buyer may not withhold or set-off any payment because of any dispute or claim. Orders and/or invoices may include additional fees or charges as applicable including, but not limited to, the following: medical device excise taxes, shipping, handling and/or processing fees, credit card fees, shipping cut-off fees, priority/expediting fees, minimum order fees, exchange fees, drop ship fees, OEM/manufacturer/supplier fees, or other similar charges or fees. Orders under $100.00 are subject to a minimum order fee of $10.00.  

3. DELIVERY

Delivery of the Goods described herein shall be FOB Origin, Freight Prepaid and Charged Back (i.e., Seller pays freight and adds it to invoice; Buyer bears freight, handling, and processing costs; Buyer owns goods in transit). Seller will use commercially reasonable efforts to meet the scheduled dates for shipment and delivery but does not guarantee any delivery or completion date. Seller shall not be liable for any loss, damage, expense, or charge of any kind resulting from delay in shipment or delivery.

4. TITLE AND RISK OF LOSS OR DAMAGE

Despite any agreement with respect to delivery terms or prepayment of transportation or insurance charges, the title and risk of loss or damage shall pass to Buyer, and delivery shall be deemed to be complete, upon delivery to a private or a common carrier or upon moving the Goods into storage, whichever occurs first.

5. INSPECTION/ACCEPTANCE OF GOODS

Buyer shall be responsible for inspecting all Goods prior to acceptance; provided, however, that if Buyer has not given Seller written notice of rejection within five (5) business days following receipt by Buyer, the Goods shall be deemed to have been accepted by Buyer.

6. WARRANTY

Seller warrants to Buyer that the Goods shall be free from defects in material and workmanship for the warranty period specified within Seller’s quotation for the Goods (such warranty period shall commence from the date of the original shipment of the Goods).  All warranty claims must be made by written notice to Seller within the specified warranty period. This warranty is contingent upon the following: (i) Buyer establishes that the Goods have been properly installed, maintained and operated within the limits of their intended and normal usage; (ii) upon Seller’s request, Buyer will return to Seller, at Buyer’s expense and subject to Seller’s direction, any defective Goods or parts thereof; and (iii) Seller promptly receives written notice of any defect and such defect is verified upon return of the Goods to Seller at Buyer’s expense or upon inspection by an authorized representative of Seller at Seller’s option. If Buyer, after delivery, modifies, alters, substitutes or changes any of the Goods acquired from Seller, then Seller’s warranty with respect thereto shall be null and void and of no force and effect whatsoever. This warranty does not extend to: (i) defects due to misuse, abuse, neglect, (ii) Goods not used in accordance with normal operating and maintenance instructions, (iii) damage caused by corrosion or erosion, (iv) damage to Goods subject to wear and tear, (v) damage caused by Buyer’s failure to provide a suitable installation or operating environment for the Goods, (vi) damage caused by use of the Goods for purposes other than those for which they were designed, (vii) damage caused by disasters such as fire and other casualties, (viii) damage during shipment, and (ix) damage caused by parts or components not manufactured by Seller. Goods replaced under the terms of this warranty are covered for the remainder of the original warranty term unless otherwise specified in writing by Seller. See also Warranty Replacement Procedure, Section 11, below.]

7. EXCLUSIVE REMEDY

If the conditions of Section 6 have been met, then Seller shall fulfill its warranty obligation by, at its option, (1) repair or replacement of the Goods or parts thereof, or (2) refund of the purchase price paid for such defective Goods.

8. DISCLAIMER

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, PERFORMANCE AND DESIGN, WRITTEN OR ORAL, EXPRESSED, OR IMPLIED; ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTIBILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE, ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER AND ALL GOODS MANUFACTURERS.

9. LIMITATION OF LIABILITY

SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM FAULTY OR INCOMPLETE INFORMATION PROVIDED BY BUYER, INCLUDING, BUT NOT LIMITED TO, INCORRECT PART NUMBERS OR A MIS-DIAGNOSIS. IN NO EVENT SHALL SELLER, ITS AFFILIATES, SUPPLIERS AND SUBCONTRACTORS, BE LIABLE TO BUYER OR TO ANY THIRD-PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE, COST OF CAPITAL, COST OF SUBSTITUTION, DOWNTIME COSTS OR DELAYS, OR ANY PENALTIES, WHETHER ANY SUCH CLAIM IS BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SELLER HAD NOTICE OF SUCH POTENTIAL CLAIMS AND TO THE MAXIMUM EXTENT ALLOWED BY LAW. SELLER’S LIABILITY FOR ANY SUCH CLAIMS OR FOR ANY LOSS OR DAMAGE ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY DESIGN, SALE, INSTALLATION, OPERATION OR USE OF THE GOODS, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR THE SPECIFIC GOODS OR PART THEREOF.

with all of the requirements described herein, Seller will invoice Buyer, and Buyer shall be responsible, for additional charges (an “Additional Bill”), in an amount reflecting costs of processing and replacement through the manufacturer.

11. WARRANTY REPLACEMENT PROCEDURE

(a) Buyer must obtain prior approval from Seller, by way of a valid Return Materials Authorization form and number (“RMA”), before making any warranty returns and/or returning any Goods for warranty replacements; within the documented warranty period for the particular Good(s), such warranty periods beginning on the date of original shipment by Seller or its supplier.

(b) Buyer must ship Goods back prepaid and in an appropriate carton or container designed for such shipments.

(c) Such returns must be received at the location designated on the RMA Form within ten (10) business days of the date an RMA was first sought from Seller. Any warranty return received by Seller without the RMA Form, or outside of the ten (10) business day period, will not qualify for a warranty credit.

(d) Buyer shall cooperate with reasonable requests at the time an RMA is reported, and during handling by Seller, by providing information including, but not limited to, full description of defect, serial number, identifying markings, and, if appropriate, photographs, etc.

(e) If a defect is confirmed by Seller or its supplier during evaluation, a credit will be issued within fifteen (15) business days of the confirmation.

12. RETURNS & RESTOCKING (NON-WARRANTY)

(a) Requests to return Goods for a restocking fee (i.e., non-warranty returns) must be made by Buyer within five (5) business days of the original date of receipt by Buyer; Buyer must obtain prior approval from Seller for such returns by way of a Return Material Authorization form and number (“RMA”). Goods returned by Buyer due to no fault of Seller are subject to a minimum twenty-five percent (25%) restocking fee, unless otherwise documented by Seller.

(b) Goods approved for a return with a restocking fee must be received at the address noted on the RMA Form within ten (10) business days of original receipt of the Good(s) by Buyer and must include the RMA Form specific to the particular order/part. Any returned Goods received by Seller without the RMA Form or outside of the timeframes described herein will not qualify for a credit (the full invoice price will be due from Buyer), and if the Good was sold on an exchange basis, then such unauthorized return may be treated as the Exchange Part and applied as the Exchange. Returned Goods must be sent in an appropriate carton or container designed for such shipments in order to be eligible for any credit.

(c) If all return requirements have been met and the return is accepted, credit will be issued fifteen (15) business days thereafter, such time being necessary to allow for evaluation and processing.

(d) Goods that are non-returnable for reasons including, but not limited to, supplier return restrictions, will be communicated as such prior to the transaction. Any Goods sold as non-returnable may not be returned and will receive no credit if returned to Seller. For all orders, each line-item within the order that is both an outright purchase (not Exchange) and is also under $250 is non-returnable and will not be accepted back for a restock, except for the reason of error on behalf of Seller or parts that are found to have functional defects. Exchange parts under $250 will be returnable at Seller’s sole discretion.

13. MISCELLANEOUS

Buyer must provide a part number or equivalent unique identifying number on all transactions; not providing such number may result in a return being denied. If any claimed reason for a return does not qualify it for credit or cannot be verified by Seller or its supplier, then the full invoice price will be due from Buyer. Seller is not responsible for returning items which Buyer returns to Seller without authorization.

14. FORCE MAJEURE

Seller shall not be liable for any delay in performance or nonperformance which is due to (i) war, fire, flood, acts of God, acts of third parties, acts of terrorism, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, or similar or dissimilar causes beyond its reasonable control including, but not limited to, those interfering with production, supply or transportation of the Goods or components, (ii) Seller’s ability to obtain, on terms it deems reasonable, labor, parts, equipment or transportation, or (iii) acts or omissions of third-parties including, but not limited to, causes of action resulting from personal injury or property damage.

15. INDEMNIFICATION FOR INFRINGEMENT

If Goods supplied by Seller are used by Buyer to infringe, or such use is alleged to infringe, any patent, copyright, or other intellectual property right of another, or if Goods supplied by Seller pursuant to Buyer’s designs or specifications infringe or are alleged to infringe any patent, copyright, or other intellectual property right of another, Buyer shall indemnify, defend, and hold Seller harmless from and against all damages, liabilities, and costs incurred or suffered as a result of such alleged or actual infringement.

16. GENERAL

(a) This Agreement shall be binding or effective unless amended in writing and signed by both parties, including an authorized management-level representative of Seller.

(c) Compliance; Attorneys’ Fees – Seller’s catalog(s) and/or other electronic or online platform(s) are offered as an as-is service for convenience, and Buyer represents that Buyer has and will comply with all applicable laws and regulations in the purchase, re-sale and/or use of the Goods, and that Buyer has all requisite authority and right to purchase, resell, and/or use the Goods. Ultra Clean Systems Inc., is not responsible for purchases outside of Buyer’s authority, right to purchase, and/or Buyer’s compliance with any applicable laws.

(d) Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law provisions. Unless agreed upon otherwise in a writing signed by both parties, this Agreement and the rights and obligations of the parties hereto, shall not be governed by the provisions of the United Nations Convention for the International Sale of Goods (CISG). All causes of action under this Agreement shall expire unless brought in a court of law located in Hillsborough County or Pinellas County, Florida, United States, to which Buyer does hereby consent to personal jurisdiction, within one (1) year of the date of the event giving rise to such claim. Seller shall not be required to perform its obligations if Buyer has defaulted on its obligations or any other contract involving Seller (e.g., failed to pay). Seller shall have all other rights and remedies conferred by law. Buyer agrees that any litigation initiated either by Seller or Buyer shall be venued in a court located in Hillsborough County or Pinellas County, Florida, United States, and waives any argument that personal jurisdiction and/or venue in such forums is not proper or convenient.

LICENSE

Unless otherwise stated, Ultra Clean Systems and/or its licensors own the intellectual property rights for all material on Ultra Clean Systems. All intellectual property rights are reserved. You may access this from Ultra Clean Systems for your own personal use, subject to restrictions set in these terms and conditions.

You must not:

• Republish material from Ultra Clean Systems
• Sell, rent or sublicense material from Ultra Clean Systems
• Reproduce, duplicate, or copy material from Ultra Clean Systems
• Redistribute content from Ultra Clean Systems

This Agreement shall begin on the date hereof. Our Terms and Conditions were created with the help of the Terms And Conditions Template.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Ultra Clean Systems does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Ultra Clean Systems, its agents and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, Ultra Clean Systems shall not be liable for the Comments or for any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Ultra Clean Systems reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate or offensive, or causes a breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;
• The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material which is an invasion of privacy
• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Ultra Clean Systems a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce, and edit any of your Comments in any and all forms, formats, or media.

HYPERLINKING TO OUR CONTENT

The following organizations may link to our website without prior written approval:

• Government agencies;
• Search engines;
• News organizations;
• Online directory distributors may link to our website in the same manner as they hyperlink to the websites of other listed businesses; and
• Systemwide accredited businesses, except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups, which may not hyperlink to our website.

These organizations may link to our home page, to publications, or to other website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

• Commonly-known consumer and/or business information sources;
• Dot.com community sites;
• Associations or other groups representing charities;
• Online directory distributors;
• Internet portals;
• Accounting, law, and consulting firms; and
• Educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Ultra Clean Systems; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Ultra Clean Systems. Please include your name, your organization name, contact information, as well as the URL of your site, a list of any URLs from which you intend to link to our website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our website as follows:

• By use of our corporate name; or
• By use of the uniform resource locator being linked to; or
• By use of any other description of our website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Ultra Clean Systems’s logo or other artwork will be allowed for linking absent a trademark license agreement.

IFRAMES

Without prior approval and written permission, you may not create frames around our webpages that alter in any way the visual presentation or appearance of our website.

CONTENT LIABILITY

We shall not be held responsible for any content that appears on your website. You agree to protect and defend us against all claims that is rising on your website. No link(s) should appear on any website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

RESERVATION OF RIGHTS

We reserve the right to request that you remove all links or any particular link to our website. You agree to immediately remove all links to our website upon request. We also reserve the right to amend these terms and conditions and it’s linking policy at any time. By continuously linking to our website, you agree to be bound to and follow these linking terms and conditions.

REMOVAL OF LINKS FROM OUR WEBSITE

If you find any link on our website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

DISCLAIMER

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• limit or exclude our or your liability for death or personal injury;
• limit or exclude our or your liability for fraud or fraudulent misrepresentation;
• limit any of our or your liabilities in any way that is not permitted under applicable law; or
• exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.