Terms and Conditions

 STANDARD TERMS AND CONDITIONS OF SALE

QUOTE VALID: ALL OFFERS WILL REMAIN VALID FOR 30 DAYS. 

TARIFF CLAUSE: SEMPREHALO WILL ASSIGN TARIFF PERCENT CHARGES TO THE END BUYER AS PER EXECUTIVE ORDERS. THIS WILL VARY IN PRICE BASED UPON THE ENFORCEMENT OF TARIFFS AT THE POINT OF PURCHASE. THIS CHARGE WILL COME WITH NO INCREASE AND WILL BE PASSED ON AT TIME OF INCURSION TO THE BUYER. INVOICE WILL BE FORMED FOR THESE TARIFF CHARGES. 

F.O.B. POINT: SALT LAKE CITY, UTAH. IF F.O.B. DESTINATION IS REQUIRED, THERE WILL BE A CHARGE TO THE 

BUYER OF 1.5% OF THE TOTAL VALUE OF THE HARDWARE SHIPPED TO COVER FREIGHT AND INSURANCE 

COSTS INCURRED BY SEMPREHALO. 

SHIPMENT METHOD: BY BUYER SPECIFIED METHOD AT BUYER'S EXPENSE. 

DELIVERIES: AS SPECIFIED IN THE ATTACHED PRICE QUOTE. SEMPREHALO RESERVES THE RIGHT TO SHIP 

EARLIER THAN QUOTED. LINE ITEMS MAY BE SHIPPED AS PARTIAL SHIPMENTS. 

PAYMENT METHOD: SEMPREHALO PREFERRED METHOD FOR PAYMENT: CHECK, WIRE OR ACH. FOR CUSTOMER WISHING TO USE A METHOD OF PAYMENT OUTSIDE OF SEMPREHALO’S NORMAL BUSINESS PRACTICE, INCLUDING CREDIT CARDS OR P-CARDS, THERE WILL BE A SURCHARGE APPLIED OF UP TO 3.5% OF THE TOTAL. 

PAYMENT TERM: PRICING PROVIDED IN THIS QUOTATION IS BASED ON NET 30 TERMS, WITH INVOICES PAYABLE 30 DAYS FROM THE INVOICE DATE USING THE COMPANY'S NORMAL PAYMENT METHODS: CHECK, ACH, OR WIRE TRANSFERS. PAYMENTS UNDER DIFFERENT TERMS MAY RESULT IN HIGHER PRICING. PAYMENTS MADE AFTER THE 30-DAY PERIOD WILL BE SUBJECT TO FINANCE CHARGES OF 1.5% PER MONTH FOR THE OUTSTANDING BALANCE OWED. 

PROGRESS PAYMENTS: SEMPREHALO, A SMALL BUSINESS CONCERN AS DEFINED BY FAR 19.102, REQUESTS MONTHLY PROGRESS PAYMENTS; IF APPLICABLE: PAYMENTS OF 85% OF THE TOTAL INCURRED COSTS OF PERFORMING ANY RESULTING CONTRACT FROM THIS PROPOSAL [FAR 32.501-1 (A)]. MUTUALLY AGREED UPON MILESTONES AND MILESTONE PAYMENTS MAY BE IDENTIFIED AND SUBSTITUTED FOR PROGRESS 

PAYMENTS. ALL PRODUCTION ORDERS WILL REQUIRE A 40% MILESTONE PAYMENT ON RECEIPT OF 

ORDER TO PURCHASE COMPONENTS. THE MILESTONE PAYMENT WILL BE LIQUIDATED PRO-RATA, 

BASED ON SHIPMENTS OF PRODUCT. 

ECONOMIC PRICE ADJUSTMENT: WHEN A PROPOSAL IS GIVEN WHICH INCLUDES PRICES FOR OUT YEARS RELATED TO THE SALE OF PRODUCTS AND COMPONENTS BECOME OBSOLETE, SEMPREHALO RESERVES THE RIGHT, IN ACCORDANCE WITH FAR 52.216-4 – ECONOMIC PRICE ADJUSTMENT, TO NOTIFY THE BUYER WITHIN 60 DAYS AFTER THE INCREASE OR DECREASE IN COST AND PROVIDE A WRITTEN PROPOSAL TO NEGOTIATE FOR AN ADJUSTMENT IN THE CONTRACT UNIT PRICES. SUCH PROPOSAL SHALL INCLUDE SUPPORTING DATA 

EXPLAINING THE CAUSE, EFFECTIVE DATE AND AMOUNT OF THE INCREASE OR DECREASE AND THE 

AMOUNT OF THE ADJUSTMENT PROPOSED. 

LICENSING: SEMPREHALO’S STANDARD SHRINK WRAP SOFTWARE LICENSE APPLIES FOR ALL SEMPREHALO'S PROPRIETARY SOFTWARE. THIRD PARTY SOFTWARE LICENSES APPLY FOR SOFTWARE SUPPLIED BY THIRD PARTY VENDORS. TECHNICAL SUPPORT IS NON-TRANSFERABLE TO ANY THIRD PARTY, INCLUDING SEMPREHALO 

DEFENSE SYSTEMS INC. CUSTOMER’S PRIME CONTRACTOR INCLUDING THE U.S. GOVERNMENT. 

WARRANTY: SEMPREHALO'S STANDARD ONE (1) YEAR HARDWARE AND NINETY (90) DAY SOFTWARE WARRANTIES APPLY. THIRD PARTY WARRANTIES FOR HARDWARE AND SOFTWARE ARE AS STATED IN THE RESPECTIVE COMPANY'S WARRANTY DOCUMENTS (COPIES AVAILABLE ON REQUEST), WHICH ARE THE SOLE 

WARRANTY(S) APPLICABLE TO THOSE ITEMS. 

PROPRIETARY: SEMPREHALO ASSERTS ITS RIGHTS TO ITS PROPRIETARY INFORMATION AND PRODUCTS UNDER DFARS RIGHTS 252-227-7013, RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE. IN ADDITION, SEMPREHALO SHALL FURNISH ONLY THE TECHNICAL DATA AND THE RIGHTS IN THAT DATA CUSTOMARILY PROVIDED TO THE PUBLIC WITH A COMMERCIAL ITEM OR PROCESS, CONSISTENT WITH FAR 12-212, PARAGRAPH 29,961.60. 

EXPORT CONTROL: CUSTOMER SHALL ADHERE TO THE U.S. EXPORT ADMINISTRATION REGULATIONS AND SHALL NOT EXPORT OR RE-EXPORT THE ABOVE PRODUCTS TO ANY PERSON PROSCRIBED OR ANY COUNTRY LISTED IN THE U.S. EXPORT ADMINISTRATION REGULATIONS UNLESS PROPERLY AUTHORIZED BY THE U.S. 

GOVERNMENT. 

ORDER CANCELLATION: ORDERS MAY BE CANCELLED WITHIN 15 DAYS OF ORDER. CANCELLATIONS BEYOND 15 DAYS WILL INCUR COMPONENT CANCELLATION CHARGES THAT WILL BE INVOICED SEPARATELY.