Terms And Conditions Of Sale - ECD DO82 Instructional Manual

TERMS AND CONDITIONS OF SALE

ACCEPTANCE. If this writing differs in any way from the terms and conditions of Buyer's order or if this writing is construed as
1.
an acceptance or as a confirmation acting as an acceptance, then Seller's acceptance is EXPRESSLY MADE CONDITIONAL ON
BUYER'S ASSENT TO ANY TERMS AND CONDITIONS CONTAINED HEREIN THAT ARE DIFFERENT FROM OR ADDITIONAL TO
THOSE CONTAINED IN BUYER'S WRITING. Further, this writing shall be deemed notice of objection to such terms and
conditions of Buyer. If this writing is construed as the offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS AND
CONDITIONS CONTAINED HEREIN. In any event, Buyer's acceptance of the goods shall manifest Buyer's assent to Seller's
terms and conditions. No addition to or modification of these terms will be effective, unless set forth in writing and agreed to
by Seller.
WARRANTIES AND REMEDIES
2.
a. Warranty. Seller warrants to Buyer that it holds and will pass marketable title to the goods sold hereunder. Seller
warrants to Buyer that the items and components manufactured by Seller will be free from defects in material and
workmanship (subject, however, to tolerances and variances permitted by the trade hereunder) for a period one (1) year
for non-consumable products. Consumable electrodes and sensors have a conditional warranty based shelf life and
process conditions and is determined by Seller.
b. Exclusion and Conditions. Seller's obligations with respect to the express warranties and remedies contained herein are
conditioned on the following: (i) Buyer's return of the non-conforming goods, if authorized by Seller: (ii) Buyer shall not
assign its rights under these express warranties and any attempted assignment shall render such warranties, but not any
disclaimers or limitations, void and the goods sold shall be sold AS IS; and (iii) all products shall be carefully inspected for
damage by Buyer upon receipt, be properly calibrated for Buyer's particular use, and be used, repaired, and maintained by
Buyer in accordance with the instructions set forth in Seller's product literature. Repair and maintenance by non-qualified
personnel, product subjected to misuse or negligence, and/or damaged during shipment will invalidate the warranty, as
will the use of non-approved consumables or spare parts. As with any other sophisticated product, it is essential, and a
condition of Seller's warranty, that all personnel using the product be fully acquainted with its use, capabilities and
limitations as set forth in the applicable product literature.
DISCLAIMER OF IMPLIED WARRANTIES. Seller gives no warranties except those expressly contained herein. Seller disclaims
3.
all other warranties implied by law usage of the trade, course of dealing or course of performance including, but not limited
to, the implied warranties of MERCHANTABILITY and fitness for a particular purpose.
LIMITATIONS OF LIABILITY. The following limitations of Seller's liability are acknowledged by the parties to be fair and
4.
reasonable and shall apply to any act or omission hereunder, and to any breach of this contract of which these terms and
conditions form a part:
a. Disclaimer of Damage. In no event shall Seller be liable for special, indirect, consequential or incidental damages whether
arising under contract, warranty, tort, strict liability or any other theory of liability. Such damages include but are not
limited to loss of profits, loss of use of goods, damage to property, and claims of third parties.
b. Suitability. Buyer acknowledges that it alone has determined the intended purpose and suitability of the goods sold
hereunder. It is expressly agreed by the parties that any technical or other advice given by the Seller with respect to the
use of the goods or services is given without charge and at Buyer's risk; therefore Seller assumes no obligation or liability
for the advice given or results obtained.
c. Notice and Time of Claims.
i. Buyer agrees to check and inspect all products against shipping papers and for damage or shortage upon receipt of
goods at destination.
ii. Every claim for shortage, damage in transit, or other cause visible upon inspection shall be deemed waived by the
Buyer, or the Buyer's customer in the case of resale, unless delivered in writing to Seller by Buyer thirty (30) days from
the tender of delivery of the goods to Buyer, provided, however, that claims for shortage must be made within seven
(7) days of receipt.
iii. The parties expressly waive the statute of limitations and agree that any legal proceeding for any breach of this
contract shall be waived unless filed within one (1) year after the accrual of the cause of action thereof.
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