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These Terms and Conditions of Sale (these “Terms”) shall apply to
all sales made by MicroLiter Analytical Systems (MLAS) and any
of the affiliated companies and businesses of MLAS (collectively,
“Seller”) to you (“Buyer”) until such time as you receive a revised
edition of these Terms or other notice from Seller of their
revocation. These Terms shall apply to all transactions between
you and Seller until such further notice unless your written
objections are received by Seller within thirty (30) days after you
receive this document, which includes receipt of a website address
by which these Terms can be accessed.
Additional or different terms, conditions, or instructions applicable
to a particular sale may be specified in the body of a price quotation
or sales acknowledgment from Seller or in an exhibit thereto, and,
in the event of a conflict, shall take precedence over these Terms.
Price and delivery terms applicable to a specific sale of goods or
materials may be evidenced by Seller’s internal customer order
form maintained by Seller, which shall be controlling.
> Interpretation
Unless set forth in writing and signed by both Buyer and Seller
no conditions, usage of trade, course of dealing or performance,
understanding or agreement purporting to modify, vary, explain
or supplement these Terms shall be binding and no modification
shall be effected by the acknowledgement or acceptance of any
Buyer purchase order or shipping instruction forms containing
terms or conditions at variance with or in addition to these Terms.
> Price
Sales of goods and materials shall be at the price last quoted
by Seller or at Seller’s prevailing list price, if no price has been
quoted. The price noted on Seller’s internal customer order form
maintained by Seller regarding specific orders shall be controlling.
> Delivery
Unless otherwise agreed in writing, all sales shall be F.O.B.,
Seller’s plant, whereupon risk of loss is transferred to Buyer.
Unless otherwise expressly agreed, Seller shall select the means
of transportation and routing. Any specific delivery terms stated
on Seller’s internal customer order form maintained by Seller
shall be controlling. All freight rates stated are those named by the
carrier and are stated without responsibility. Buyer is responsible
for all rate charges at actual rates in effect at time of shipment.
All freight bills are to be paid by Buyer, unless otherwise agreed.
Any prepaid charges are payable upon receipt of invoice. Carrier
manifest weights taken on scale nearest the loading point shall
govern all shipments.
> Acceptance
Except as otherwise provided herein, all goods delivered
hereunder shall be conclusively deemed accepted unless, in
accordance with Section 8, within thirty (30) days after the date of
delivery (F.O.B., Seller’s plant) of the goods, Seller receives written
notice of rejection. Acceptance as aforesaid shall constitute
acknowledgement of full performance by Seller of all of its
obligations hereunder.
> Payment Terms
Unless otherwise specified in a quotation issued by Seller and/
or Seller’s invoice, payment for the goods sold hereunder shall be
due in full within thirty (30) days net from the date of the invoice.
Without prejudice to any other rights or remedies of Seller, Seller
shall have the right to charge interest without further notice on all
overdue amounts at the rate of one and a half percent (1.5%) per
month.
> Taxes
Any taxes that are or may be levied by the United States or any
state or political subdivision thereof on goods or materials subject
to any sales contract, or on the sale or purchase thereof, or on
incidental transportation charges when the same are paid or
required to be paid or collected by Seller shall be billed to and paid
by Buyer.
> Warranties
Seller warrants that all goods and materials sold hereunder shall,
at the time of shipment from Seller’s plant, conform to Seller’s
specifications and quality criteria for such goods and materials as
determined by Seller’s test methods, which specifications, quality
criteria and test methods are available upon request. Buyer’s sole
and exclusive remedy, and Seller’s sole obligation, for breach of
warranty shall be, at Seller’s option, (a) the correction of the non-
conforming condition or replacement of any nonconforming goods
or materials or (b) the issuance of a credit to Buyer in the amount
of the purchase price paid and received for such goods. Buyer shall
notify Seller of any claim of for breach of the foregoing warranties
within ten (10) days after Buyer’s discovery of such defect. Before
any claim for breach of warranty will be honored, Seller must be
given an opportunity, after receiving notice of Buyer’s claim, to
inspect the goods or materials claimed to be nonconforming. In no
event shall any claim for a breach of warranty be made later than
six (6) months after the date of delivery of the goods and materials.
SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY,
STATUTORY OR OTHERWISE, CONCERNING MATERIALS OR GOODS
SUPPLIED UNDER THESE TERMS OR ANY CONTRACT TO WHICH
THEY APPLY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY
OF MERCHANTABILITY. THE WARRANTIES GIVEN UNDER THIS
SECTION ARE EXCLUSIVELY IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED.
SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO DEFECTS IN OR NONCONFORMITY OF GOODS OR
MATERIALS RESULTING FROM DESIGNS OR SPECIFICATIONS
PROVIDED BY BUYER. TECHNICAL ADVICE IS FURNISHED AS AN
ACCOMMODATION TO BUYER. SELLER ASSUMES NO LIABILITY
FOR TECHNICAL ADVICE AND BUYER ACCEPTS SUCH ADVICE AT
BUYER’S SOLE RISK.
> Limitations on Claims
All claims, except for claims for breach of warranty under Section
7, must be made within thirty (30) days after delivery of the goods
or materials and failure to do so shall constitute a waiver by
Buyer of any such claims. Claims for any damages to goods or
materials in transit shall be made against the carrier. Any action
for breach of any sales contract to which these Terms apply must
be commenced within six (6) months after the cause of action has
accrued.
> Limit of Liability
SELLER’S TOTAL LIABILITY TO BUYER (REGARDLESS OF THE
NATURE OF THE CLAIM) SHALL BE LIMITED TO THE TOTAL
PURCHASE PRICE OF THE RELEVANT GOODS ACTUALLY PAID BY
BUYER. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION LOSS OF PROFITS.
Terms & Conditions
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