Terms & Conditions of Sale

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In accordance with the usage of trade, if you do not object to the following terms and conditions within a reasonable time Seller may presume you have accepted all of these terms and conditions. Any objection must (1) be in writing, (2) list specifically each term or condition with which you disagree, (3) indicate why you disagree with the term or condition. Seller will not accept your standard agreement, contract, or your boilerplate terms or conditions as a valid objection unless your objection to Seller’s Terms and Conditions has been clearly indicated as required above.

COMPLETE AGREEMENT: All proposals, negotiations, representations, and quotations, if any, regarding this transaction and made prior to the date of this document are merged herein.

PRICES: All prices indicated in this document or quoted in another document or proposed in another document or at another time, shall be adjusted to Seller’s prices in effect at the time of shipment unless expressly otherwise agreed upon in writing.

If transportation charges from point of origin of the shipment to a designated point are included in these prices:

(a) any changes in such transportation charges shall be the Buyer’s responsibility, and

(b) except as otherwise stated in Seller’s quotation, Seller shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or accessorial service, nor for any charges incurred therefore, unless such charges are included in the applicable freight rate from shipping point to the designated point.

CANCELLATION: Buyer may cancel orders subject to fair charges for expenses incurred, handling, inspection, restocking, freight and invoicing charges as applicable. Cancelled orders must be returned to Seller within 30 days at Buyer’s expense.

TAXES: Any taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the material covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be paid for by Buyer. Seller will collect and pay taxes when required to do so unless Buyer furnishes a valid resale/exemption certificate to Seller relieving Seller of the requirement to collect and pay such taxes. If the certificate furnished to Seller is held invalid Buyer agrees to pay the taxes (plus interest) not collected as a result of relying on Buyer’s invalid certificate.

DELAY: Seller shall be excused for any delay in performance or delivery due to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, quarantine restrictions, factory conditions, strikes, labor disputes, delays in transportation, shortage of transport vehicles, labor or materials, or any circumstance or cause beyond the control of Seller in the reasonable conduct of its business. Seller further reserves the right, in its full discretion, to allocate inventories and current production and to substitute suitable materials when, in its opinion, circumstances warrant such allocation or substitution.

DELIVERY: Delivery of goods to the first carrier shall constitute delivery to Buyer. Buyer shall bear all risk of loss or damage in transit. Buyer shall be responsible to file claims with any carrier for damage occurring during shipment. Seller reserves the right to make delivery in installments and backorder goods unless Buyer expressly states otherwise in Buyer’s purchase order. All such installments and backorders shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of an installment or backorder shall not relieve Buyer of its obligation to accept remaining deliveries.

INSPECTION: Buyer may inspect, or provide for inspection at the point of receipt of shipment. Buyer shall inspect goods immediately. All claims for alleged defects in goods are waived unless Seller is notified of the claim within 30 days after receipt of shipment. No claim shall be effective if made after the goods have been altered or used. Buyer shall afford Seller prompt and reasonable opportunity to inspect all goods to which any claim is made. No material shall be returned without Seller’s express consent, a return authorization and return instructions.

WARRANTIES: Seller warrants to the original Buyer that the goods furnished under this Agreement will conform to the express written warranty pertaining to the specific goods purchased. Warranties are not extended to consumable items such as, without limitation, batteries, mercury cells, light bulbs. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO ANY GOODS FURNISHED HEREUNDER. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

REMEDIES: If Seller breaches any warranty provided to the Buyer, and if the Buyer notifies Seller of such breach within 30 days following the end of the warranty period applicable thereto, Seller shall, at its option, either replace or repair the nonconforming goods or refund all amounts paid by the Buyer to Seller for such goods. THIS IS THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. The sole purpose of this remedy is to provide the Buyer with the repair or replacement of goods or, at Seller’s option, to refund the price paid by the Buyer hereunder. This remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing to take one of those actions.

DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE.

PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES: Except as expressly specified by Buyer and expressly agreed to in writing by Seller, all material shall be produced in accordance with Seller’s standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular practices concerning: dimension, weight, packaging, composition and mechanical properties, normal variations in surface, internal conditions and quality, deviations from tolerances and variations consistent with practical testing and inspection methods and practices concerning over and under-count of goods.

PATENTS: Seller shall indemnify the Buyer against any judgment for damages and costs which may be rendered against the Buyer in any suit brought on account of the alleged infringement of any United States patent by any product supplied by Seller hereunder, unless made in accordance with materials, designs or specifications furnished or designated by the Buyer, in which case the Buyer shall indemnify Seller against any judgment for damages and costs which may be rendered against Seller in any suit brought on account of the alleged infringement of any United States patent by such product or by such materials. Prompt written notice shall be given to the party from whom indemnity is sought of the bringing of the suit and an opportunity shall be given such party to settle or defend it as that party may see fit and that every reasonable assistance in settling or defending shall be rendered to the indemnifying party by the party seeking indemnification. Neither Seller nor the Buyer shall in any event be liable to the other for special, indirect, incidental or consequential damages arising out of or resulting from infringement of patents.

INSTALLATION: Installation and service of Seller instruments are covered under separate agreement.

LIMITATIONS ON USAGE: The Buyer shall not use any goods delivered hereunder for any purpose other than that identified in Seller’s catalogs and literature as the intended use of such goods. Unless Seller has otherwise advised the Buyer in writing, in no event shall any goods delivered hereunder be used in drugs, food additives, food or cosmetics, whether for humans or animals. In no event shall goods stipulated by Seller as intended for research and development use be used in a manufacturing process or in manufactured products. Any warranty granted by Seller to the Buyer shall be deemed void if any goods covered by such warranty are used for any purpose not permitted hereunder. In addition, the Buyer shall indemnify Seller and hold Seller harmless from and against any and all claims, damages, losses costs, expenses and other liability of whatever nature that Seller suffers or incurs by reason of any such unintended use.

PAYMENT AND CREDIT: For Customers Faxing in Purchase Orders: Payment is due thirty (30) days from the date of invoice, on pre-approved credit. Buyer agrees to pay taxes appearing on the invoice or furnish Seller with a valid resale/exemption certificate no later than the time of payment. Seller reserves the right to deny credit to Buyer. Seller reserves the right to determine the suitability of the method of payment where payment is other than cash, certified check or money order. Seller reserves the right to revoke credit previously extended to Buyer because of Buyer’ s failure to pay for goods when due or of any other reason deemed good and sufficient by Seller, and in such event all subsequent shipments shall be paid for in advance or on delivery. Past due balances shall be subject to interest charges at the maximum rate permitted by law.

For Customers Ordering On-Line: Payment is due at time of purchase through one of our accepted credit card methods. Buyer agrees to pay taxes and shipping charges appearing on the invoice or furnish Seller with a valid resale/exemption certificate prior to ordering.

COMPLIANCE WITH LAWS: Seller and Buyer agree to comply with all laws applicable to the goods sold hereunder.

APPLICABLE LAW: The laws of the State of South Carolina shall govern this agreement and its provisions.

For U.S.A. orders, payment may be through established credit, or by VISA®, MasterCard®, or American Express® charge cards. Customers are normally invoiced on the date of shipment.  Payment is due within 30 days of invoicing (see Payment & Credit above for full details). Payment methods for orders shipping to a destination outside the United States are arranged at the time of order placement. For all orders shipping to a U.S.A. destination and exceeding $5,000, Industrial Test Systems requires a written or faxed copy of the purchase order or confirming document, complete with authorizing signatures. For further information regarding terms and conditions, call 800-861-9712 (from within the United States) or 803-329-9712 (from outside the United States) and speak with a Sales Associate.