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NADA SCIENTIFIC Terms and Conditions of Product Sale
1.Acceptance
- ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS
AND CONDITIONS CONTAINED HEREIN, AND UPON CUSTOMER'S ASSENT
THERETO. THE TERMS AND CONDITIONS CONTAINED HEREIN WILL BE
CONTROLLING, AND ANY ADDITIONAL AND/OR INCONSISTENT TERMS AND
CONDITIONS SET FORTH IN ANY ACKNOWLEDGMENT, PURCHASE ORDER, OR
ACCEPTANCE DOCUMENTS REQUESTED FROM AND/OR PROVIDED BY CUSTOMER ARE
EXPRESSLY REJECTED. NO VARIATION OF THESE TERMS AND CONDITIONS WILL
BE BINDING UPON NADA SCIENTIFIC UNLESS AGREED TO IN WRITING AND
SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF NADA
SCIENTIFIC.
2.
Specifications - Product specifications are subject to
change without prior notice.
3.
Delivery - Delivery of all orders will be FCA (INCOTERMS
2000). Shipping and handling fees, special
packaging materials (e.g., blue ice), carrier surcharges (including
fuel surcharges) and hazardous material fees imposed by government
regulation will be added separately to the invoice.
4.Damaged
Shipments - Please inspect your NADA SCIENTIFIC shipment
upon receipt. If any external damage
is noticed, accept the shipment only after the driver has noted the
damage on both his and your copies of the delivery receipt and you
have requested an inspection by the carrier. Keep all containers
and packing material for inspection. If, upon opening a shipment,
you find a shortage or damage, you must request inspection by the
carrier within 7 days of delivery or you will relinquish your right
to make a claim. NADA SCIENTIFIC International reserves the right
to repair a damaged product, where applicable, before replacement
or credit is determined.
5.
Payment Terms - Individual invoices for customers with
approved credit, net thirty (30) days from date of invoice; summary
invoices, if any, will be due as agreed. Payments are to be made in
freely available United States dollars, including applicable taxes,
and other charges such as government imposed surcharges which NADA
SCIENTIFIC may be required to pay or collect with respect to the
sale or transportation of the Products, or the provision of
Services. Payment is considered late when it is received into NADA
SCIENTIFIC's lockbox after the due date, which may result in an
additional service charges as described further in this section.
Any payments received no later than 2.00 PM Eastern Standard Time
at NADA SCIENTIFIC's lockbox will be credited to Customer's account
as of the date received, while payments received after 2.00 PM
Eastern Standard Time will be credited to Customer's
account the following business day. Delinquent accounts will be
subject to a service charge on past due amounts of one and one-half
percent (1 1/2%) per month (or, if less, the maximum amount
permitted by law). Payment by credit card may only be used as a
prepayment method when placing orders or for past due collections.
When a credit card is used to pay monies to satisfy a past due
account, Customer will be charged an additional processing fee of
2.5% on the amount charged to the credit card at time of
processing.Customer will provide NADA SCIENTIFIC, concurrent with
each payment, with remittance information in sufficient detail (to
the invoice level or line level as the case may be) to allow NADA
SCIENTIFIC to properly apply payments or credit memos to
outstanding receivable(s) on NADA SCIENTIFIC's accounts receivable
sub-ledger for Customer. Customer shall also include its
account
number with any remittance. Failure to supply NADA SCIENTIFIC with
such remittance detail will result in additional processing delays
and may affect the credit status of pending or future Customer
purchase orders. When Customer wishes to apply one or more credit
memos towards a payment amount owed NADA SCIENTIFIC, Customer
agrees to provide NADA SCIENTIFIC, on a timely basis, the specific
credit memo number(s) and amount(s) to be applied, in addition to
the remittance information requirements above. If Customer does not
provide such information on a timely basis, NADA SCIENTIFIC shall
apply any such credit memos to outstanding receivables, beginning
with the most-aged receivables first. Customer agrees to complete,
sign and submit a standard NADA SCIENTIFIC credit application to
NADA SCIENTIFIC's Risk Management Department located at 39
Butternut st,Champlain, NY 12919. Customer will provide, or make
available to NADA SCIENTIFIC upon request, its latest audited
financial statements
(or unaudited financial statements, if audits are not performed).
NADA SCIENTIFIC agrees to keep such
information confidential and to use it exclusively to evaluate and
apply a credit score or rating to Customer for extension of credit
purposes or pending transactions. Furthermore, Customer agrees to
inform NADA SCIENTIFIC of any material adverse change in its
business that would reasonably be expected (by an independent 3rd
party) to negatively impact its outstanding or future payment
obligations and the terms or conditions contained herein. A change
shall include, but not be limited to, any change in Customer's
credit rating as determined by any single major rating agency,
including Standard & Poor's, Moody's, Fitch or Dominion Bond
Rating Service.
6.Sales Tax
- Sales taxes where applicable (local, state or federal) will be
added to the invoice price.
7.
Product Return Policy. (a) All returns must be authorized by
NADA SCIENTIFIC in order to insure proper credit. NOTE: All returns
are subject to 25% restocking charge. Where credits will be issued
to the Customer for authorized returns under $100, the Customer is
not required to return the Product to NADA SCIENTIFIC except for
Product(s) delivered but not ordered (picking errors). To ensure
proper credit, each Product return must include the following
information:
* Customer Name and Address
* Purchase Order Number
* NADA SCIENTIFIC Shipping Order Number
* Date of Invoice
* Catalog Number of Returned Item(s)
* NADA SCIENTIFIC Return Authorization Number
* Reason for Return (b) Products not authorized for return
include:
* Products not in completely resaleable condition (including
Products with damaged, missing or defaced labeling or
packaging)
* Chemicals, reagents, diagnostics, sterile or any controlled
products (unless products do not meet specification)
* Laboratory apparatus or instruments that have been used or are
without the original packaging, labeling and operating
manuals.
* Refrigerated products or other perishables
* Products purchased on a Special Order Basis
* Products not purchased from NADA SCIENTIFIC
* Products with an expired shelf life or an expiration date too
short for resale
* Discontinued products (c) Each return shipment of hazardous
materials must be packed and labeled in accordance with DOT
regulations applying to transportation of hazardous materials.
Shipping documents must also meet DOT regulations. When necessary,
Customer shall include with each return shipment of equipment, a
certification from an authorized representative of the company that
the equipment was properly decontaminated in accordance with
current regulations and other recommended guidelines. The product
should be shipped to the indicated service center and the
transportation charges prepaid. To ensure prompt handling, the
return authorization number should be placed on the outside of the
package.
8.
Product and Service Warranties and Limitation of Liability.
(a) NADA SCIENTIFIC warrants to the original Customer only that: i.
all NADA SCIENTIFIC Private Label laboratory casework will, under
normal use, be free from defects in material or workmanship for one
(1) year and corrosion for three (3) years from installation date
and, if NADA SCIENTIFIC installs the laboratory casework, the
installation labor will be guaranteed for one (1) year; ii. All
software programs are warranted in accordance with the software
vendor's license agreement; iii. all other Products, branded and
private label, will meet the manufacturer's specifications for a
term equal to the warranty period stated in the Product
manufacturer's literature or sixty (60) days, whichever is longer;
and iv. Services provided, if any, will be of the kind and quality
designated and will be performed by qualified personnel. (b) NADA
SCIENTIFIC HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY,
WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. (c) The liability of NADA SCIENTIFIC under this
limited warranty does not extend to any Products which are abused,
altered or misused by the Customer or any other persons or entities
or which become defective or non-conforming through the actions or
inaction of the Customer or any other persons or entities. A
defective or non-conforming Product is defined only as a Product
which is outside of the manufacturer's defined Product
specifications, and shall not include Products that fail to meet
any fitness of use by Customer or any unique Customer operating
conditions or applications. (d) If any Product or Service warranted
hereunder proves defective or non-conforming, NADA SCIENTIFIC's
sole liability and Customer's sole remedy hereunder shall be for
NADA SCIENTIFIC, to repair or, at NADA SCIENTIFIC's option, (i)
replace (or re-perform the Service), at no cost to Customer, any
such defective or non-conforming Product with a non-defective or
conforming Product (as applicable) or (ii) credit Customer's
account for all amounts paid with respect to the defective or
non-conforming Product or Service upon NADA SCIENTIFIC's receipt of
the defective or non-conforming Product. In the event of
replacement, the replacement Product will be warranted for the
remainder of the original warranty period or ninety (90) days,
whichever is longer. (e) If a Product should require service,
contact the NADA SCIENTIFIC office nearest your location for
instruction (for a complete list of offices, see your NADA
SCIENTIFIC catalog). When the return of the Product is necessary, a
return authorization number will be assigned and the Product
shipped, transportation charges prepaid, to the indicated service
center. To insure prompt handling, the return authorization number
should be placed on the outside of the package and a detailed
explanation of the defect enclosed with the Product. (f) IN NO
EVENT SHALL NADA SCIENTIFIC HAVE ANY OBLIGATION OR LIABILITY FOR
ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, USE OR GOODWILL), WHETHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR
FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF. THE TOTAL LIABILITY OF NADA SCIENTIFIC
(INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES
RELATING TO ANY PRODUCTS SOLD UNDER THIS AGREEMENT SHALL BE LIMITED
TO THE PRICE PAID FOR SUCH PRODUCT(S) AND THE TOTAL LIABILITY OF
NADA SCIENTIFIC (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY,
FOR DAMAGES RELATING TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE FEES PAID FOR THE SERVICE GIVING RISE TO
SUCH CLAIM.
9.Proprietary
Information - Each party (a "Recipient") shall maintain in
confidence, not disclose to any third party, and not use, except
for the specific purpose of performing under this Agreement, all
proprietary information furnished to it by the other party (a
"Discloser") or any Discloser Affiliate in connection with this
Agreement, or derived from the Discloser or any Discloser Affiliate
in performance of this Agreement, and shall return to the Discloser
or a Discloser Affiliate, upon request, all copies (then in
Recipient's possession) of documents and other tangible media
furnished by or derived from Discloser or such Discloser Affiliate,
respectively, in connection with the performance of this Agreement.
The Recipient shall inform its employees, agents, and
representatives of these obligations and shall require them to
assume equivalent obligations.
10.
Miscellaneous:
(a)Termination - This Agreement may be terminated by either party
for convenience at any time upon reasonable written notice
delivered to the other party. In the event of any termination or
expiration of this Agreement, Customer shall be billed immediately
for Products shipped through the effective date of such termination
or expiration and all custom Products purchased for Customer in
NADA SCIENTIFIC's inventories at such date, and Customer shall pay
the invoiced amount immediately upon receipt of such invoice.
(b)Force Majeure - In the event either party is prevented in whole
or in material part from performing its obligations under this
Agreement solely as a result of force majeure, upon the prompt
giving of notice to the other party detailing such force majeure
event and its anticipated duration, the obligations of the party so
prevented shall be excused during such period of delay, and such
party shall take whatever reasonable steps are necessary to relieve
the effect of such cause as rapidly as possible.
(c)Merger, Modification, Waiver - No amendment, modification or
waiver of these terms shall be binding on either party unless
reduced to writing and signed by an authorized officer of the party
to be bound, and in the case of a waiver, shall be effective only
in the specific instance and for the specific purpose for which
given, and shall not be construed as a waiver of any subsequent
breach. The failure of either party to enforce at any time or for
any period of time any of the provisions of this Agreement shall
not be construed as a waiver of such provisions or of the right of
such party thereafter to enforce each and every such provision. No
course of dealing, usage of trade or course of performance shall
supplement, explain or amend any term, condition or instruction of
this Agreement, or any shipment of Products hereunder.
(d) Applicable Law - This Agreement is made pursuant to, and shall
be construed and enforced exclusively in
accordance with, the internal laws of the state of New York (and
United States federal law, to the extent applicable), without
giving effect to otherwise applicable principles of conflicts of
law.
(e)Authority to Enter Into Agreement - Each party represents and
warrants that it is authorized to enter into this Agreement and
that in so doing it is not in violation of the terms or conditions
of any contract or other agreement to which it may be a
party.
(f) Assignment - This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and permitted assigns and designees; provided, however, neither
party shall have the right to transfer, assign or delegate its
rights or obligations under this Agreement or any portion thereof
without
the prior written consent of the other party (except that either
party may assign this Agreement to a
parent, subsidiary or successor corporation without such
consent).
(g)Nature of Relationship - Neither party, its employees or
permitted subcontractors or agents shall, under any circumstances,
be considered to be an agent, partner, joint venturer or
representative of the other party.
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