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7.2 Terms and Conditions of Sale Continued
UNLESS OTHERWISE EXPRESSLY AGREED IN
WRITING, ALL SALES ARE SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS:
1. GENERAL. Thermo Orion Inc. ("Seller") hereby offers
for sale to the buyer named on the face hereof ("Buyer") the
products listed on the face hereof (the "Products") on the
express condition that Buyer agrees to accept and be bound
by the terms and conditions set forth herein. Any provisions
contained in any document issued by Buyer are expressly
rejected and if the terms and conditions in this Agreement
differ from the terms of Buyer's offer, this document shall be
construed as a counter offer and shall not be effective as an
acceptance of Buyer's document. Buyer's receipt of
Products or Seller's commencement of the services
provided hereunder will constitute Buyer's acceptance of this
Agreement. This is the complete and exclusive statement of
the contract between Seller and Buyer with respect to
Buyer's purchase of the Products. No waiver, consent,
modification, amendment or change of the terms contained
herein shall be binding unless in writing and signed by Seller
and Buyer. Seller's failure to object to terms contained in
any subsequent communication from Buyer will not be a
waiver or modification of the terms set forth herein. All
orders are subject to acceptance in writing by an authorized
representative of Seller.
2. MINIMUM ORDER REQUIREMENTS. The minimum
order requirement for dealers is $225 for Buyer's products.
The minimum order requirement for customers is $40. An
"order" is considered to be a purchase order for products to
be shipped to a single location. International minimum order
requirements may vary. Contact your International
Customer Service Specialist for details.
3. PRICE. All prices published by Seller or quoted by
Seller's representatives may be changed at any time without
notice. All prices quoted by Seller or Seller's
representatives are valid for thirty (30) days, unless
otherwise stated in writing. All prices for the Products will be
as specified by Seller or, if no price has been specified or
quoted, will be Seller's price in effect at the time of shipment.
All prices are subject to adjustment on account of
specifications, quantities, shipment arrangements or other
terms or conditions which are not part of Seller's original
price quotation.
4. TAXES AND OTHER CHARGES. Prices for the
Products exclude all federal, state, local property, license,
privilege, sales, use, excise, gross receipt, sales, value
added and other taxes and duties imposed with respect to
the sale, delivery, or use of any Products covered hereby, all
of which taxes and duties must by paid by Buyer. Such
taxes are for the account of Buyer and Buyer agrees to pay
or reimburse any such taxes which Seller, its affiliates,
subsidiaries, contractors or suppliers are required to pay. If
Thermo Scientific AquaSensors
™
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Buyer claims any exemption, Buyer must provide a valid,
signed certificate or letter of exemption for each respective
jurisdiction.
5. TERMS OF PAYMENT. Seller may invoice Buyer upon
shipment for the price and all other charges payable by
Buyer in accordance with the terms on the face hereof. If no
payment terms are stated on the face hereof, payment shall
be net thirty (30) days from the date of invoice. If Buyer fails
to pay any amounts when due, Buyer shall pay Seller
interest thereon at a periodic rate of one and one-half
percent (1.5%) per month (or, if lower, the highest rate
permitted by law), together with all costs and expenses
(including without limitation reasonable attorneys' fees and
disbursements and court costs) incurred by Seller in
collecting such overdue amounts or otherwise enforcing
Seller's rights hereunder. Seller reserves the right to require
from Buyer full or partial payment in advance, or other
security that is satisfactory to Seller, at any time that Seller
believes in good faith that Buyer's financial condition does
not justify the terms of payment specified. All payments
shall be made in U.S. Dollars.
6. DELIVERY; CANCELLATION OR CHANGES BY
BUYER. Unless otherwise specified and accepted by
Seller, the Products will be shipped to the destination
specified by Buyer, F.O.B. Seller's facility in Beverly,
Massachusetts. Freight and handling is prepaid and added
to the invoice unless otherwise specified and agreed to in
writing by the parties. Seller will have the right, at its
election, to make partial shipments of the Products and to
invoice each shipment separately. Seller reserves the right
to stop delivery of Products in transit and to withhold
shipments in whole or in part if Buyer fails to make any
payment to Seller when due or otherwise fails to perform its
obligations hereunder. All shipping dates are approximate
only, and Seller will not be liable for any loss or damage
resulting from any delay in delivery or failure to deliver which
is due to any cause beyond Seller's reasonable control. In
the event of a delay due to any cause beyond Seller's
reasonable control, Seller reserves the right to terminate the
order or to reschedule the shipment within a reasonable
period of time, and Buyer will not be entitled to refuse
delivery or otherwise be relieved of any obligations as the
result of such delay. Products as to which delivery is
delayed due to any cause within Buyer's control may be
placed in storage by Seller at Buyer's risk and expense and
for Buyer's account. Orders in process may be canceled
only with Seller's written consent and upon payment of
Seller's cancellation charges. Orders in process may not be
changed except with Seller's written consent and upon
agreement by the parties as to an appropriate adjustment in
the purchase price therefor. Credit will not be allowed for
Products returned without the prior written consent of Seller.
Seller will not participate in a settlement of claims for
concealed damage. Upon receipt of the Products, Buyer
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