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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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