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6.3 GAUMARD SALES TERMS AND CONDITIONS
These Gaumard Scientific Company, Inc. ("Gaumard") Sales Terms and Conditions ("Terms") apply to the sale or use
of Gaumard equipment ("Equipment"), Software ("Software" as defined in paragraph 13), and supplies ("Supplies"),
collectively referred to as "Product" or "Products" between Gaumard and the entity named on the applicable
Gaumard Purchase Order ("Customer") (collectively, "Party" or "Parties"). The Parties, intending to be legally bound,
agree as follows.
1.
Agreement. Customer agrees to purchase from Gaumard the Products set forth in quotes and purchase
orders accepted by both Customer and Gaumard. These Terms, along with any Exhibits, any applicable Gaumard
Purchase Order documents, Gaumard Warranty documents, Gaumard Cares Service Plan documents, and any other
purchasing or service documents executed by the Parties constitute the complete and entire agreement between
Gaumard and Customer (collectively referred to herein as the "Agreement"). This Agreement will supersede all
other quotations, agreements, understandings, warranties, and representations (whether written or oral) between
the Parties with respect to the subject matter set forth in the Agreement. Any Customer documentation (including
Customer's purchase order terms and conditions) that conflicts with or attempts to modify the Agreement in any
way is hereby rejected and of no effect unless specifically agreed to in writing and signed by the Parties. No
provision of this Agreement shall be waived, amended, modified, superseded, canceled, terminated, renewed, or
extended except in a written document signed by both Parties or signed by the Party against whom the modification
is sought to be enforced. This agreement can be terminated by Gaumard without cause by giving thirty (30) days
prior written notice to Customer.
2.
Prices. Prices, fees, and charges for Products and services (including maintenance, installation, and training
as described in the applicable Gaumard Purchase Order documents, Gaumard Warranty documents, Gaumard Cares
Service Plan documents) ("Service" or "Services") are payable in United States (U.S.) Dollars only, and do not include
any applicable taxes or shipping charges. If Customer claims any tax exemption, it must furnish a valid tax exemption
certificate before shipment of Products. Unless such certificate is furnished, Customer agrees to pay at its sole
expense all applicable taxes, assessments, fees, penalties, import duties, and merchandise processing fees that may
be levied or assessed upon Customer or Gaumard with respect to this Agreement, the Products, or any interest
thereon. Gaumard reserves the right to increase prices on thirty (30) days written notice to Customer.
3.
Payment. Customer shall pay all invoiced amounts within twenty (20) days from the invoice date, unless
otherwise agreed upon by Gaumard in writing. Gaumard may require some or all of the purchase price to be paid
in advance by Customer, unless Gaumard grants credit approval as determined in Gaumard's sole discretion on a
case by case basis (taking into account factors such as credit rating, payment history, and size of order). A late
charge will be due on any unpaid balance at a rate of 1.0% per month or the maximum rate otherwise permitted by
law, whichever is lower. Gaumard may charge interest at the maximum rate permitted by law on all amounts not
paid by the invoice due date. Gaumard retains a purchase money security interest in all Products sold to Customer
to secure payment of the total purchase price thereof. Customer hereby grants Gaumard the right to file a copy of
this Agreement with any appropriate authorities to evidence this security interest. Customer agrees to execute and
deliver such other documents as Gaumard may request in connection therewith. Gaumard shall not be obligated to
deliver any Product or perform any Service during any period when Customer payment is past due. Customer will
be responsible for all costs (including reasonable attorneys' fees) incurred by Gaumard to collect overdue payments
and/or to take possession or otherwise dispose of Products for which payment is overdue.
4.
Product Shipment and Risk of Loss. Unless otherwise agreed to in writing by Gaumard All Products will be
shipped
F.O.B. Origin, regardless of any provisions for payments of freight, insurance, the form of shipping documents, or
selection of carrier by Gaumard. F.O.B. Origin means title to the Products passes to the Customer at the shipping
dock of Gaumard or Gaumard's supplier or authorized agent. Customer is responsible for shipping charges and
28 | Gaumard Sales Terms and Conditions
S230.200 ADVANCED ZACK™ |
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