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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 DESRIBED 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 Terms
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. 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.
Returns
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 reasonable restocking and/or handling
fee.
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.
Miscellaneous Provisions
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.
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