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Terms of Sale.

NADA SCIENTIFIC Terms and Conditions of Product Sale


2. Specifications - Product specifications are subject to change without prior notice.

3. Delivery - Delivery of all orders will be FCA (INCOTERMS 2000). Shipping and handling fees, special
packaging materials (e.g., blue ice), carrier surcharges (including fuel surcharges) and hazardous material fees imposed by government regulation will be added separately to the invoice.

4. Damaged Shipments - Please inspect your NADA SCIENTIFIC shipment upon receipt. If any external damage
is noticed, accept the shipment only after the driver has noted the damage on both his and your copies of the delivery receipt and you have requested an inspection by the carrier. Keep all containers and packing material for inspection. If, upon opening a shipment, you find a shortage or damage, you must request inspection by the carrier within 7 days of delivery or you will relinquish your right to make a claim. NADA SCIENTIFIC reserves the right to repair a damaged product, where applicable, before replacement or credit is determined.

5. Payment Terms - Individual invoices for customers with approved credit, net thirty (30) days from date of invoice; summary invoices, if any, will be due as agreed. Payments are to be made in freely available United States dollars, including applicable taxes, and other charges such as government imposed surcharges which NADA SCIENTIFIC may be required to pay or collect with respect to the sale or transportation of the Products, or the provision of Services. Payment is considered late when it is received into NADA SCIENTIFIC's lockbox after the due date, which may result in an additional service charges as described further in this section. Any payments received no later than 2.00 PM Eastern Standard Time at NADA SCIENTIFIC's lockbox will be credited to Customer's account as of the date received, while payments received after 2.00 PM Eastern Standard Time will be credited to Customer's account the following business day. Delinquent accounts will be subject to a service charge on past due amounts of one and one-half percent (1 1/2%) per month (or, if less, the maximum amount permitted by law). Payment by credit card may only be used as a prepayment method when placing orders or for past due collections. When a credit card is used to pay monies to satisfy a past due account, Customer will be charged an additional processing fee of 2.5% on the amount charged to the credit card at time of processing. Customer will provide NADA SCIENTIFIC, concurrent with each payment, with remittance information in sufficient detail (to the invoice level or line level as the case may be) to allow NADA SCIENTIFIC to properly apply payments or credit memos to outstanding receivable(s) on NADA SCIENTIFIC's accounts receivable sub-ledger for Customer. Customer shall also include its account number with any remittance. Failure to supply NADA SCIENTIFIC with such remittance detail will result in additional processing delays and may affect the credit status of pending or future Customer purchase orders. When Customer wishes to apply one or more credit memos towards a payment amount owed NADA SCIENTIFIC, Customer agrees to provide NADA SCIENTIFIC, on a timely basis, the specific credit memo number(s) and amount(s) to be applied, in addition to the remittance information requirements above. If Customer does not provide such information on a timely basis, NADA SCIENTIFIC shall apply any such credit memos to outstanding receivables, beginning with the most-aged receivables first. Customer agrees to complete, sign and submit a standard NADA SCIENTIFIC credit application to NADA SCIENTIFIC's Risk Management Department located at 39 Butternut St.Champlain, NY 12919. Customer will provide, or make available to NADA SCIENTIFIC upon request, its latest audited financial statements (or unaudited financial statements, if audits are not performed). NADA SCIENTIFIC agrees to keep such information confidential and to use it exclusively to evaluate and apply a credit score or rating to Customer for extension of credit purposes or pending transactions. Furthermore, Customer agrees to inform NADA SCIENTIFIC of any material adverse change in its business that would reasonably be expected (by an independent 3rd party) to negatively impact its outstanding or future payment obligations and the terms or conditions contained herein. A change shall include, but not be limited to, any change in Customer's credit rating as determined by any single major rating agency, including Standard & Poor's, Moody's, Fitch or Dominion Bond Rating Service.

6. Sales Tax - Sales taxes where applicable (local, state or federal) will be added to the invoice price.

7. Product Return Policy. (a) All returns must be authorized by NADA SCIENTIFIC within 7 days after receiving the shipment in order to insure proper credit. NOTE: All returns are subject to 25% restocking charge. Where credits will be issued to the Customer for authorized returns under $100, the Customer is not required to return the Product to NADA SCIENTIFIC except for Product(s) delivered but not ordered (picking errors). To ensure proper credit, each Product return must include the following information:

* Customer Name and Address
* Purchase Order Number
* NADA SCIENTIFIC Shipping Order Number
* Date of Invoice
* Catalog Number of Returned Item(s)
* NADA SCIENTIFIC Return Authorization Number
* Reason for Return

Products not authorized for return include:
* Products not in excellent resale condition (including Products with damaged, missing or defaced labeling or
* Chemicals, reagents, diagnostics, sterile or any controlled products (unless products do not meet specification)
* Laboratory apparatus or instruments that have been used or are without the original packaging, labeling and operating manuals.
* Refrigerated products or other perishables
* Products purchased on a Special Order Basis
* Products not purchased from NADA SCIENTIFIC
* Products with an expired shelf life or an expiration date too short for resale
* Discontinued products (c) Each return shipment of hazardous materials must be packed and labeled in accordance with DOT regulations applying to transportation of hazardous materials. Shipping documents must also meet DOT regulations. When necessary, Customer shall include with each return shipment of equipment, a certification from an authorized representative of the company that the equipment was properly decontaminated in accordance with current regulations and other recommended guidelines. The product should be shipped to the indicated service center and the transportation charges prepaid. To ensure prompt handling, the return authorization number should be placed on the outside of the package.

8. Product and Service Warranties and Limitation of Liability. (a) NADA SCIENTIFIC warrants to the original Customer only that: i. all NADA SCIENTIFIC Private Label laboratory casework will, under normal use, be free from defects in material or workmanship for one (1) year and corrosion for three (3) years from installation date and, if NADA SCIENTIFIC installs the laboratory casework, the installation labor will be guaranteed for one (1) year; ii. All software programs are warranted in accordance with the software vendor's license agreement; iii. all other Products, branded and private label, will meet the manufacturer's specifications for a term equal to the warranty period stated in the Product manufacturer's literature or sixty (60) days, whichever is longer; and iv. Services provided, if any, will be of the kind and quality designated and will be performed by qualified personnel. (b) NADA SCIENTIFIC HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (c) The liability of NADA SCIENTIFIC under this limited warranty does not extend to any Products which are abused, altered or misused by the Customer or any other persons or entities or which become defective or non-conforming through the actions or inaction of the Customer or any other persons or entities. A defective or non-conforming Product is defined only as a Product which is outside of the manufacturer's defined Product specifications, and shall not include Products that fail to meet any fitness of use by Customer or any unique Customer operating conditions or applications. (d) If any Product or Service warranted hereunder proves defective or non-conforming, NADA SCIENTIFIC's sole liability and Customer's sole remedy hereunder shall be for NADA SCIENTIFIC to repair or, at NADA SCIENTIFIC's option, (i) replace (or re-perform the Service), at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product (as applicable) or (ii) credit Customer's account for all amounts paid with respect to the defective or non-conforming Product or Service upon NADA SCIENTIFIC's receipt of the defective or non-conforming Product. In the event of replacement, the replacement Product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer. (e) If a Product should require service, contact the NADA SCIENTIFIC office nearest your location for instruction (for a complete list of offices, see your NADA SCIENTIFIC catalog). When the return of the Product is necessary, a return authorization number will be assigned and the Product shipped, transportation charges prepaid, to the indicated service center. To insure prompt handling, the return authorization number should be placed on the outside of the package and a detailed explanation of the defect enclosed with the Product. (f) IN NO EVENT SHALL NADA SCIENTIFIC HAVE ANY OBLIGATION OR LIABILITY FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE OR GOODWILL), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF NADA SCIENTIFIC (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY PRODUCTS SOLD UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PRICE PAID FOR SUCH PRODUCT(S) AND THE TOTAL LIABILITY OF NADA SCIENTIFIC (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID FOR THE SERVICE GIVING RISE TO SUCH CLAIM.

9. Proprietary Information - Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.

10. Miscellaneous:
(a)Termination - This Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination or expiration and all custom Products purchased for Customer in NADA SCIENTIFIC's inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
(b)Force Majeure - In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.
(c)Merger, Modification, Waiver - No amendment, modification or waiver of these terms shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound, and in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a waiver of any subsequent breach. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. No course of dealing, usage of trade or course of performance shall supplement, explain or amend any term, condition or instruction of this Agreement, or any shipment of Products hereunder.
(d) Applicable Law - This Agreement is made pursuant to, and shall be construed and enforced exclusively in
accordance with, the internal laws of the state of New York (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.
(e)Authority to Enter Into Agreement - Each party represents and warrants that it is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party.
(f) Assignment - This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).
(g)Nature of Relationship - Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venturer or representative of the other party.