Terms and Conditions of Sale
Terms & Conditions Of Sale
1. GENERAL. All Quotations, Products and Services provided by Labmedics Ltd are furnished only on the terms and conditions stated herein. All orders for Labmedics Ltd Products are subject to written acceptance at SUPPLIER's administrative offices. Labmedics Ltd reserves the right to reject any purchase orders.
2. PRICES. All prices published by Labmedics Ltd are subject to change. The price for each Product shall be Labmedics Ltd price in effect on the date of Labmedics Ltd acceptance of the order. Prices are exclusive of any taxes in force or enacted in the future, unless otherwise specified in writing. Quoted prices do not include transportation and insurance charges, license fees, value added taxes, import duties, inspection fees, or any other fees required for use of the Product. Charges for these costs, if incurred by Labmedics Ltd, will be billed to the BUYER. If applicable, BUYER shall provide Labmedics Ltd with tax-exemption certificates acceptable to the relevant taxing authorities.
3. PAYMENT. Invoices from Labmedics Ltd require payment within 30 days from date of invoice. Payments must be in the currency stated on the Labmedics Ltd quotation and invoice. If payment is not made when due, interest at the lower of 1.5 % per month or the highest rate permitted by applicable law will be charged thereon and paid by BUYER from the due date thereof until paid. In the event BUYER does not pay within the terms of this Contract, all collection costs incurred by Labmedics Ltd, including attorney’s fees, will be paid by BUYER.
4. DELIVERY AND SHIPMENT. Products shall be delivered by the Labmedics Ltd standard method unless specific shipping instructions are provided by the BUYER.
5. TITLE AND RISK OF LOSS. Title to the Products shall pass to BUYER at BUYER’s receiving dock unless Products are shipped by BUYER’s specific shipping instructions in which case BUYER shall assume all risk of loss, damage or destruction to the Products ordered from the time it is shipped from Labmedics Ltd shipping dock.
6. RETURNS. All items returned to Labmedics Ltd must be accompanied by a return material authorization number (RMA), issued by Labmedics Ltd Customer Service Department. Items sent without an RMA number will be refused.
7. PERFORMANCE. Dates indicated for delivery or other performance represent Labmedics Ltd best estimate. Labmedics Ltd shall not be liable for any loss, damages or penalties or in any other way because of any delay in performance hereunder or failure to give notice of any delay due to unforeseen circumstances or to causes beyond its control and for delays resulting from any such causes, performance shall be correspondingly extended. As used herein, "performance" shall include, without limitation, Production, assembly, testing and warranty replacement, as applicable.
8. SUPPLIER'S REMEDIES. Upon any default by BUYER of any obligation under this Agreement, Labmedics Ltd may declare all such obligations to be immediately due and payable, and Labmedics Ltd shall have in addition to any remedies specified herein, all of the remedies of a secured party and/or Labmedics Ltd under the Uniform Commercial code or any other applicable domestic or international law.
9. NON-ASSIGNMENT. No right or interest in this contract shall be assigned or delegated by BUYER. Any attempted assignment or delegation by BUYER shall be wholly void and totally ineffective for all purposes.
10. WARRANTY. Labmedics Ltd warrants that each Product will operate or perform substantially in conformance with the Third Party Manufacturer’s published specifications and be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation or package inserts. Labmedics Ltd agrees during the Warranty Period, to replace defective Products. BUYER shall inform Labmedics Ltd in writing of any claims of Product fault.
In no event shall Labmedics Ltd have any obligation to make replacements in whole or in part, as the result of (i) accident, disaster or event of force majeure, (ii) misuse, fault or negligence of or by Buyer, (iii) use of the Products in a manner for which they were not designed, or (iv) improper storage and handling of the Products.
THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY. In no event will Labmedics Ltd be liable for any indirect or consequential damages arising out of or in connection with the use or performance of the Product.
12. APPLICABLE LAW. All purchase orders or contracts for sale of Products by Labmedics Ltd shall be interpreted under and governed by the laws of the England.
13. OTHER. The terms and conditions as set forth herein cannot be modified, supplemented or rescinded except by writing, duly signed by the authorized signatories of both parties. If any part of the terms and conditions stated herein are held void or unenforceable, such part will be treated as severable, leaving valid the remainder of the terms and conditions notwithstanding the part or parts found void or unenforceable.