Terms and Conditions for Purchase of Equipment
These Terms and Conditions, and the related Quotation or Invoice, shall constitute the complete agreement between EMSL and Buyer. Orders submitted on Buyer's purchase order or other documents which contain terms or conditions modifying, adding to, or inconsistent with these terms or conditions are acceptable to EMSL only upon the condition that these Terms and Conditions of Sale shall take precedence in the event of inconsistency. If EMSL and Buyer have previously entered into a formal written contract containing specific terms covering the sale of such products, the terms and conditions of such formal written contract shall govern. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO THE BUYER, BUYER MUST PROVIDE NOTICE TO EMSL IMMEDIATELY IN WRITING.
Warranties and Liability
EMSL warrants that goods will be free from material defects. EMSL further warrants that the goods will conform to any descriptions of the face of the Quotation or invoice. THE WARRANTIES IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Where manufacturers' warranties are available, EMSL will make them available to Buyer, without recourse to EMSL to the extent permissible. No representative of EMSL is authorized to give or make any other representation or warranty or modify this warranty in any way.
BUYER'S SOLE AND EXCLUSIVE REMEDY AGAINST EMSL FOR ANY CAUSE OF ACTION ARISING OUT OF THE SALE OR USE OF ANY PRODUCT DESCRIBED HEREIN SHALL BE REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE PAID FOR THE PRODUCT. In no event shall EMSL be liable for special, indirect, incidental or consequential damages howsoever arising, including without limitation, lost revenues or profits.
Any cause of action for breach of warranty must be brought by Buyer, if at all, within one (1) year from the date the cause of action accrued. Any discrepancy in pricing or other charges shall be deemed waived by Buyer unless buyer notifies EMSL thereof in writing, within ninety (90) days from the date of invoice on which such disputed transaction is reflected.
In no event shall EMSL have any responsibility or liability to the Buyer for any failure or delay in performance by EMSL which results, directly or indirectly, in whole or in part, from any cause or circumstance beyond the reasonable control of EMSL. Such causes and circumstances shall include, but not be limited to, acts of God, acts of Buyer, acts or orders of any governmental authority, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, unavailability of supplies from usual suppliers, difficulties or delays in transportation, mail or delivery services, or any other cause beyond EMSL's reasonable control.
Any claims concerning damage or loss in transit shall be placed through the carrier by Buyer.
All products are shipped pre-assembled and factory tested.
Payment in advance is required for all Buyers except those whose credit has been established with EMSL. For Buyers with approved credit, payment terms are net 30 days from the date of invoice by EMSL. All overdue payments are subject to an additional interest and service charge of one and one half percent (1.5%) (or the maximum rate permissible by law, whichever is lesser) per month or portion thereof from the due date until the date of payment. Buyer shall be responsible for all costs and expenses of collection including reasonable attorney's fees. Special pricing, discounts or pricing concessions are subject to credit accounts remaining within established credit terms.
Shipping charges, F.O.B. shipping point, will be prepaid and added to the invoice amount. Buyer is responsible for all customs and duties fees which apply to international shipments. Shipping and handling costs are estimates only; final adjustments will be made on the final invoice. If actual shipping costs exceed 20% of the quoted price, shipments will be held until authorization is given for actual shipping costs.
The prices stated are subject to any additions necessary to cover Federal, State and Municipal or other sales or use taxes or any other taxes upon the products or services described herein, all of which shall be paid by the Buyer. Sales tax is not within EMSL's control. EMSL reserves the right to collect additional charges should any tax have been computed in error.
All prices are subject to change without notice. Clerical errors are subject to correction.
At EMSL's discretion, Buyer may be requested to enter into a Security Agreement, granting a security interest to EMSL, for the goods to be delivered under any order.
EMSL Analytical Inc. provides certain sampling media and supplies free of charge to our clients with the understanding that media will be returned to EMSL for Analysis. This media includes but is not limited to swabs, tape lifts, Agar, sampling bottles, lead wipes, centrifuge tubes and zip bags. EMSL reserves the right to charge clients for free media and supplies not returned for analysis.
EMSL Analytical Inc. also provides free of charge to our customers Drinking Water Analysis Sampling Kits. These kits contain sampling instructions, bottles and an insulated shipping container. The Sampling Kits must be returned to EMSL for analysis within 90 days of order date. In the event that the kits are not returned for analysis, EMSL reserves the right to charge $15.00 per each sampling kit. These Sampling Kits shall not be redistributed to third parties. The corresponding Drinking Water Analysis Report will be issued to the original Sampling Kit purchaser only.
Written authorization must be obtained prior to returning any product to EMSL. In the event that a return is required, a valid Return Authorization Number (RA) will be issued. RA's cannot be issued after 30 days from the purchase date. RA's expire after 15 days from the issue date and cannot be extended or reissued. The RA must be clearly written on the outside of the shipping box. All returned merchandise must be returned 100% complete in original packaging with all packaging material, software, manuals and other accessories. All products will be returned freight prepaid to EMSL's facility. Returned products are subject to a 15% restocking and/or handling fee. DUE TO POTENTIAL QA/QC ISSUES, SPORE TRAPS, AGAR, TAPE LIFTS, SWABS, AIR SAMPLE CASSETTES AND ALL SIMILAR MEDIA IS NON-RETURNABLE.
Incomplete or unauthorized returns will be refused. After 30 days, EMSL will replace or send the merchandise to the manufacturer due to manufacturer defects only, for one year from the purchase date. EMSL asks that you refer to the manufacturer for warranty service.
These Terms and Conditions, together with any additions or revisions which may be agreed to in writing by EMSL, embody the whole agreement of the parties and provide the only remedies available. There are no promises, terms, conditions, understandings, obligations or agreements other than those contained herein, and these Terms and Conditions shall supersede all previous communications, representations, or agreements, either verbal or written, between the Buyer and EMSL. These Terms and Conditions, and any transactions or agreements to which they apply, shall be governed both as to interpretation and performance by the laws of the state of New Jersey.
The invalidity or unenforceability, in whole or in part of any provision, term or condition hereof shall not affect in any way the validity or enforceability of the remainder of these Terms and Conditions, the intent of the parties being that the provisions be severable. The section headings of these Terms and Conditions are intended solely for convenient reference and shall not define, limit or affect in any way these Terms and Conditions or their interpretations. No waiver by either party of any provision, term or condition hereof or of any obligation of the other party hereunder shall constitute a waiver of any subsequent breach or other obligation.