1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services set forth on the front page made by Scientific Solutions Inc. (SciSol) of this quotation shall create a contract subject to and expressly limited by the terms and conditions contained on this form. Acceptance of this quotation may only be made on the exact terms and conditions set forth on this quotation; if additional or different terms are proposed by Buyer, such additional or different terms shall not become a part of the contract formed by Buyer's acceptance of the quotation. Receipt of the products sold hereunder or commencement of the services provided hereunder shall be deemed acceptance of the terms and conditions of this quotation.
2. Technical Advice - SciSol may, at Buyer's request furnish technical assistance, advice and information with respect to the products if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such information, which is provided without charge at the Buyer's risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 6.
3. Installation, Commissioning and Training are available upon negotiated terms based on the scope of work agreed to with the BUYER. No Installation, Commissioning or Training is included in any order of any size unless specifically listed and described on the attached INVOICE.
4. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted. In the event SciSol is required to prepay any such tax or fee, Buyer will reimburse SciSol. Payment terms shall be net thirty (30) days after shipment and are subject to credit approval. An interest charge equal to 1 1/2% per month (18% per year) will be added to quotations outstanding beyond 30 days after shipment. In addition, SciSol reserves the right, in its sole discretion, to require C.O.D. payment terms from any Buyer. SciSol may also refuse to sell to any person until all prior overdue accounts are paid in full.
5. Delivery and Shipment - Delivery terms shall be F.O.B. SciSol shipping point; identification of the products shall occur when they leave SciSol shipping point at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by SciSol the amount thereof shall be reimbursed to SciSol. SciSol will make reasonable commercial efforts to ship the products or provide the services hereunder in accordance with the delivery date set forth on the reverse side hereof provided, that SciSol accepts no liability for any losses or for general, indirect special or consequential damages arising out of delays in delivery.
6. Warranty - The products and/or services are covered by the applicable manufacturer’s standard warranty, a copy of which is supplied with the products and/or services or upon request. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR SERVICES. SCISOL EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general types and quality of goods and does not represent that the products will conform to the model or sample. Buyer's remedies under SciSol warranty shall be limited to repair or replacement of the product or component which failed to conform to manufacturer’s applicable standard warranty. SCISOL SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF SOLD PRODUCTS OR SERVICES.
7. Returned Goods – ALL SALES ARE FINAL – However, SciSol may, in its sole discretion, authorize product returns in appropriate circumstances, subject to such conditions as SciSol may specify. Any such return shall be subject to the express prior authorization of SciSol and payment by Buyer of a restocking charge. Buyer is responsible for all shipping charges. No returns will be authorized after fourteen (10) days following shipment to Buyer.
8. Agents, etc. - No agent, employee or other representative has the right to modify or expand SciSol standard warranty applicable to the products and/or services or to make any representations as to the products other than those set forth in the applicable user or operator's guide delivered with the products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between SciSol and Buyer for the purchase of the products or services.
9. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this quotation may be modified and any breach thereunder may be waived only by a written and signed document by the party against whom enforcement thereof is sought.
10. Governing Law - The contract formed by Buyer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the State of California, U.S.A.
11. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer's acceptance of this quotation or the sale of products and/or performance of the services shall be resolved by final and binding arbitration in San Diego, California, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of these terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the State of California or in the United States District Court for the Southern District of California, to whose jurisdiction for such purposes SciSol and Buyer each hereby irrevocably consents and submits.
12. Non-Circumvention – Buyer acknowledges that SciSol is an independent distributor for multiple manufacturers and vendors. Buyer represents that it will not attempt to circumvent SciSol with regard to manufacturers or vendors of products sold directly to Buyer for the purpose of excluding SciSol from the current or future transactions.
13. Force Majeure - SciSol shall have no liability for failure to perform, or delay in performance, in the delivery of any and all equipment manufactured or sold by SciSol including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by SciSol, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, pandemic, fire, explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.