Any order by the original buyer ("Buyer") of the goods and/or services specified in this quotation ("Quote") issued by or on behalf of FEI Company or its subsidiary ("Company") is subject to the following terms and conditions. "Equipment" shall mean the goods and services specified in this quotation. Equipment, including any repair parts, may include reconditioned or refurbished parts or components and until July 2024 repair parts may contain lead, cadmium, hexavalent chromium, and PBDE in accordance with Annex IV, point 31a, to European directive 2011/65/EU. Unless otherwise agreed, this Quote is valid for 30 days from the date of issuance.
Scope. The Quote, including this Confirmation of Purchase Terms and Conditions of Sale, contains all agreements of the parties with respect to goods and services provided by Company to Buyer ("Agreement"), supersedes all preceding quotations and is in lieu of all other agreements (oral or written). This Agreement may be amended or modified only by a specific written amendment signed by the parties. Company hereby rejects and disclaims any rights of Buyer contained, or obligations imposed upon Company, in any document provided, referenced or otherwise submitted by Buyer, in each case, that Company has not expressly included in these [terms and conditions] or a writing manually executed by Company (including, without limitation, any rights of Buyer in respect of designs, specifications, source code or intellectual property, owned, created, developed or licensed, by Company; any rights to items or services not specifically identified in Company's quotation; any audit rights or financial offset rights of Buyer; any penalties or liquidated damages imposed upon Company; any obligation by Company to comply with Health Insurance Portability and Accountability Act of 1996 (as amended), Current Good Manufacturing Practice regulations (as amended), the requirements, as amended, of the Customs-Trade Partnership Against Terrorism or any code of conduct, quality program, information security program, background or drug screening program or other guidelines, programs or policies, in each case, promulgated or required by Buyer; any obligation that Company comply with any law that, under law, would not otherwise apply to Company in respect of the transaction(s) contemplated hereby; any right of Buyer to withhold all, or any portion, of the purchase price of any products or services provided hereunder for any period of time; any right of Buyer, itself or through any third party, to remediate any defects in, replace or re-perform, any products or services provided hereunder at Company's cost or expense; any obligation of Company to waive, or require its insurers to waive, any rights of subrogation; any obligation of Company that would impair, restrict or prohibit Company's ability to freely conduct any business with any person or in any geography or market; any early-payment, or other, discount; any obligation of Company to maintain a supply of spares, or otherwise make any services available, for any particular period of time; any representation, warranty or other obligation of Company to provide pricing comparable to, or more favorable than, the pricing that Company provides to others; any restriction of, or prohibition on, Company's ability to modify, change or discontinue any of its products, processes or services; or any waiver by Company of any right to enforce any of the terms hereof).