Terms & Conditions of Sale by VACUUBRAND, INC.
1. Acceptance by VACUUBRAND, INC. ("Seller")
These terms and conditions constitute the sole terms and conditions applicable to this sale. No deviating or additional terms shall be binding unless expressly agreed to in writing and signed by an authorized representative of seller.
Net 30 days FOB Essex, CT only to buyers with credit approved and established prior to order and if written on face of invoice. All other shipments are by COD or credit card. New customers are required to submit one bank reference and three trade references to seller prior to shipment. If customer fails to provide satisfactory references, seller may demand full payment in advance of shipment by seller. All payments to be made in U.S. funds.
3. Finance charge for past due accounts
Past due accounts will be subject to payment of a finance charge on all unpaid balances at 1½% per month (18% per annum) but in no event greater than the maximum legal rate in Connecticut. In case of past due accounts, the total amount outstanding shall be payable immediately, and seller shall have no obligation to deliver any contracts or deliveries in process. In such event seller may demand that all outstanding orders be paid in advance of shipment.
4. Prepaid shipping charges
At request of buyer, seller will prepay freight and insurance and add such charges to the invoice. Such prepaid charges, if made, are an accommodation to the buyer only, and do not modify the FOB Essex, CT delivery term.
5. Shipping dates
Shipping dates listed on order are estimates only and seller shall not be liable for non-shipment or delay due to acts of God, strikes, accidents or any other causes beyond control of seller, whether or not similar in class or kind to those mentioned. Seller shall not be liable or responsible for incidental, special or consequential damages suffered by buyer, whether foreseen or unforeseen, due to incorrect, delayed or undelivered shipments.
6. Inspection and claims
Claims for damage in shipment must be filed immediately with the delivering carrier. Claims for shortages, shipping errors or any claim that the goods do not conform to the terms of the contract must be submitted to the seller in writing within five (5) days of receipt. If buyer fails to give such notice, the goods shall be deemed to conform to contract terms, and buyer shall accept and pay for the goods in accordance with the contract. Buyer waives any right to revoke acceptance after such five day period. All claims must be accompanied by a copy of the packing slip.
No return will be accepted by the seller for any reason without prior written authorization. Returns will be accepted only if accompanied by a health and safety declaration as regards potential contamination with hazardous materials due to customer's use of the product. In the event of a return, seller shall be entitled to handling charges of 25% or such greater amount as expended by seller in connection with such returns.
In the event of cancellation by buyer, seller shall be entitled to cancellation charges of 25% of the cancelled order or such greater amount as expended by seller in connection with such cancellations.
9. Deferred orders
Requests by buyer for changes in shipping schedule on orders in process are subject in all cases to approval and acceptance by seller in writing, and will be further subject to revisions in price and/or charges for work already in progress.
10. Typographical or printing errors
Any typographical, printing, stenographic, clerical or other errors are subject to correction by the seller.
All prices are subject to change without notice. In the event the price is to be increased to a price higher than the contract price, seller will so notify buyer prior to shipment, and buyer shall have ten days to cancel order if increased price is unacceptable.
Seller warrants that its products are free from defects in materials and workmanship (under normal conditions of use and service) for one year from date of shipment to the original purchaser and will conform to the contract specifications or such other specifications which constitute technical improvements to the product.* The exclusive remedy of buyer in the event of a breach of the foregoing warranty is to the replacement or repair (at seller’s option) of any defective product. No goods shall be returned to seller for repair or replacement pursuant to this warranty without prior written approval. All cleaning, decontamination, and shipping costs shall be the sole responsibility of the buyer together with any damage to the goods that might occur in transit to or from seller. Under no circumstances does seller’s responsibility or warranty extend to products other than those manufactured or distributed by seller; nor does seller’s liability extend to any products, articles or parts which are furnished by buyer or obtained from other manufacturers or suppliers at buyer’s request and/or in accordance with buyer’s specifications. In the event that seller is unwilling or unable to repair or replace any defective or nonconforming product due to change in technical standards, technical modifications, unavailability of material or parts, or any other reason, buyer shall be entitled to a return of the purchase price paid for such product, as its sole and exclusive remedy. Seller assumes no responsibility for the effective performance of any specific scientific application relying on vacuum pumps or controls supplied under this contract beyond published product specifications as of the date of order. Seller assumes no responsibility for conformance with local building codes as they may apply in the installation of products supplied by the Seller. Seller assumes no responsibility whatsoever for the accuracy of designs, specifications or materials furnished or specified by buyer.
THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS. THE BUYER ACKNOWLEDGES THAT IT IS NOT RELYING ON THE SELLER’S SKILL OR JUDGEMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE SET FORTH HEREIN. IN NO EVENT SHALL SELLER BE LIABLE FOR BUYER’S LOSS OF PROFIT OR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND.
*All wearing and glass parts, e.g., diaphragms, catchpots, etc., are excluded from this Warranty.
13. Indemnity for nuclear uses
Purchaser, customer or lessee agrees to indemnify and hold seller harmless from any and all liability or damage arising out of the use of the equipment sold or leased hereunder in, on or with any nuclear installation, activity, use or purpose.
14. Indemnity for products manufactured according to customer's requirements
In the event seller provides products in accordance with drawings, models or samples provided by the customer, customer shall indemnify seller from any liability, cost or expense suffered by seller as a result of the violation of any law or regulation or the infringement of any industrial property right or other right of third parties.
15. Supply of spare parts
In the event seller is obliged under the contract to supply spare parts, this obligation shall be limited to a period of five (5) years from the date of delivery. If the spare parts are not produced by the seller and are no longer available on the market on commercial terms similar to those existing on the date of delivery of the product - e.g., electronic parts - or if the material needed for their production is no longer available, seller shall have no obligation to supply such spare parts.
16. Notification of product hazards and recall of products
Customer will inform seller immediately in writing about any events which indicate any hazards connected with the product. Upon written notice of the seller about hazards in connection with the products or unfitness for use of the products and recall of products, the customer will immediately cease using the products and will return the products to the seller upon seller’s request. In the event seller does not repair product for any reason, the customer, as its sole remedy shall be entitled compensation equivalent to the current value of the used product, but in no event more than the purchase price. Seller shall not be liable for buyer’s loss of profit or incidental, consequential or special damages of any kind.
Product appearance, catalog numbers, prices, specifications, and technical information are subject to change without notice.
P.2 VACUUBRAND T&C 2012