Terms and Conditions

Each Sale, Quote or Proposal by Reichert, Inc. is subject to the following Terms and Conditions:

The following terms and conditions shall be applicable to all sales of goods to any purchaser ("Buyer") from Reichert, Inc. ("Seller"):

Payment Terms; Price Changes. Terms of payment are net 30 days from date of invoice unless otherwise agreed by parties in writing. Goods shall be invoiced as shipments are made. If shipments are delayed by Buyer, payments become due from the date the Seller is prepared to make shipment. All sales to customers will be at the prices set forth on Reichert’s current price list, or website price at the time of shipment; whichever is applicable to the sale. All prices and terms and conditions are subject to change at any time by Reichert. Reichert reserves the right to add a surcharge to cover inflationary costs on any order or invoice.

Taxes. Prices quoted do not include any state or local property, sales, use or privilege taxes, or any export or import duties or taxes or the like. Buyer agrees to pay or reimburse any such taxes and duties required to be paid in respect of this transaction.

Shipment. All goods shall be shipped f.o.b. Seller's plant. Unless otherwise specified on the face of Seller's quote or order acknowledgement or Buyer's purchase order, shipment may be made by Seller by any reasonable method it may choose. All shipment dates are approximate. Installation and the like is not included unless specifically referenced in Seller's quote or order acknowledgement.

Loss, Damage or Delay. Seller shall not be liable for loss, damage or delay resulting from causes beyond its reasonable control, including but not limited to inability to obtain necessary labor or materials or break down of manufacturing facilities. In the event of delay due to any such cause, shipment date shall be postponed to such time as may be reasonably necessary.

Security; Risk of Loss. The goods covered hereby shall be subject to a security interest of Seller until fully paid for in collected funds and Buyer agrees until such full payment is made that Seller may take all action which may be necessary to perfect that security interest, including the filing of financing statements. Risk of loss of the goods shall pass to Buyer upon delivery to carrier f.o.b. point of shipment. Claims for loss or damage in transit should be made promptly and directly to the carrier. Any claims for shortages or errors in shipment caused by packing error and not the carrier must be filed with Seller within 30 days of receipt of shipment.

Patents, Trademarks, etc. No right to any trademark, trade name, patent, license, approval or copyrighted material is granted to Buyer by Seller except as noted on the face of Seller's quote or order acknowledgement. Seller shall have no liability for infringement of any patents, trademarks, trade names, copyrights, trade dress, trade secrets, other industrial or intellectual property rights, or similar rights (hereinafter collectively referred to as the "Intellectual Property Rights"). Seller makes no representation or warranty that the goods sold hereunder do not infringe the Intellectual Property Rights of third parties. If any goods are subject to a claim that they infringe the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using those goods, replace or modify the goods so as to make them non-infringing, or offer to accept return of the goods and return the purchase price. The foregoing provisions of this paragraph shall constitute Seller's sole and exclusive liability and Buyer's sole and exclusive remedy for infringement of Intellectual Property Rights.

Warranties. Seller warrants to Buyer and to the purchaser from a Seller-authorized dealer that upon shipment the goods shall be as described herein and shall be free of defects in workmanship and materials. This warranty shall extend for the period of time, and be subject to any additional terms and limitations, contained in the separate warranty policy that accompanies the goods or quote for services or that is posted for the particular product or type of service on Seller's web site at www.reichert.com. This warranty does not cover items that would normally be consumed or require replacement due to normal usage or wear (lamps, bulbs, charts, cards, etc.). Replacement warranty parts and service are warranted for the balance of the original warranty term for the product in question. No other words or actions shall constitute a warranty by Seller unless contained in a writing signed by Seller and referenced on the face of Seller's quote or order acknowledgement. No employee or representative has authority to bind Seller to any representation, affirmation or warranty not so specifically included herein. Except as expressly set forth herein, THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO MERCHANTABILITY OR FITNESS OF PURPOSE WITH RESPECT TO ANY GOODS SOLD HEREUNDER.

Limitation of Liability. Seller shall at its election and expense repair or replace any goods or any part thereof which does not comply with one or more of the foregoing warranties, provided that such goods or part was used in a proper manner, under normal conditions and in accordance with such directions for use as may be furnished by Seller and provided that alterations or repairs upon such goods or part by one other than Seller shall have been performed, in the sole judgment of Seller, in a proper manner and shall not have resulted in a substantial change therein. Whether or not the goods have been delivered by Seller, in no event shall Seller's liability exceed the purchase price for the goods. SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO BUYER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS TRANSACTION OR THE USE OR MISUSE OF THE GOODS OR ANY PART THEREOF, WHETHER BASED UPON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. WITHOUT LIMITATION, SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY DAMAGE TO THIRD PARTIES ARISING OUT OF THE USE OR OPERATION OF THE GOODS. THE REMEDIES OF BUYER ARISING OUT OF THIS TRANSACTION OR WITH RESPECT TO THE GOODS COVERED HEREBY SHALL BE LIMITED TO THOSE CONTAINED IN THESE TERMS AND CONDITIONS OF SALE EXCLUSIVELY AND IN LIEU OF ANY AND ALL OTHER REMEDIES, WHETHER BASED UPON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. Buyer waives all remedies unless claim is made within the applicable warranty period.

Confidential Information. Buyer acknowledges that technical information contained in plans, drawings, specifications and other documents disclosed and/or furnished to it by Seller are the sole and exclusive property of Seller and Buyer shall hold same in confidence.

Governing Law. The transactions between Seller and Buyer shall be governed by the laws of the State of New York without regard to that State's conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable.

Tribunal. Seller, at its sole option, may elect to have submitted to binding arbitration pursuant to the rules of the American Arbitration Association any disputes with Buyer relating hereto. Buyer agrees that the exclusive venue for any arbitration or litigation relating hereto shall be in Erie County, New York. Any federal or state court or arbitration panel sitting in Erie County, New York shall have personal jurisdiction over Buyer in connection with any litigation or arbitration relating hereto and Buyer consents to venue in such court or tribunal.

Government Contracts. Only Federal Acquisition Regulation (“FAR”) supplement clauses expressly accepted in writing by Seller shall be included or incorporated by reference herein. Seller shall not be bound by and makes no representation of compliance with any FAR or FAR supplement clauses that Seller shall not have expressly accepted in writing.

Controlling Terms and Conditions. These terms and conditions; and when applicable, the terms and conditions in the parties’ distributorship agreement, shall be the only terms and conditions that apply to all sales of goods by Seller to Buyer. All shipments shall be deemed to have been made pursuant to these terms and conditions of sale. Other terms or additional terms on the Buyer's business forms or otherwise are not acceptable and not binding on the Seller. All quotes and acknowledgments or confirmations of Buyer's purchase order are expressly made conditional on assent to the terms hereof as the exclusive terms of agreement between the parties. Buyer shall be deemed to assent to the provisions hereof if no objection to these terms is received by Seller within ten days of receipt of these terms and conditions by Buyer or if any shipments of goods are accepted by Buyer hereunder or Buyer makes any payment for goods hereunder without objection to these terms and conditions. A quote by Seller is not a binding offer and shall not form a contract between Buyer and Seller unless and until Seller sends to Buyer written acknowledgment and acceptance of Buyer's purchase order.