Standard Terms and Conditions of Sale

Warranty: Seller warrants its products to the Buyer who purchases the product directly from the company or through authorized distribution channels from the date of delivery to the Buyer for a period of 36 months for passive devices and 12 months for active devices. Product shall be free of defects in materials and workmanship when used in accordance with Seller specifications and accepted engineering practices. Excluded from this policy are private labeled or custom products developed for specific customers or applications. These devices are warrantied under the agreed upon purchase agreement for those products.

The warranty granted here shall extend directly to Buyer and not to Buyer’s customers, agents or representatives and is in lieu of all other warranties, whether expressed or implied, including without limitation any implied warranties of fitness for a particular purpose, merchantability, or non-infringement of intellectual property rights. All other warranties are hereby specifically disclaimed by Seller.

Seller shall not be held liable for incidental, consequential or special damages of any kind resulting from any use or failure of this product, even if the seller has been advised of the possibility.

Seller’s sole and exclusive obligation, and Buyer’s sole and exclusive right, with respect to claims under this warranty shall be limited, at Seller’s option, either to the replacement or repair of a defective or non-conforming Product or to an appropriate credit for the purchase price thereof. Seller will have a reasonable time to repair, replace or credit. The non-conforming or defective Products shall become Seller’s property as soon as they have been replaced or credited.

Buyer may ship Products returned under warranty to Seller’s designated facility only in conformance with Seller’s current return material authorization policy or to the authorized distributor the product was originally purchased from.

Seller has no obligations under warranty if the alleged defect or non-conformance is found to have occurred as a result of environmental or stress testing, misuse, use other than as set forth in the Seller specification, neglect, improper installation or accident, or as a result of improper repair, alteration, modification, storage, transportation or improper handling.

Returns: Seller does not accept any products for refund or return, except under the Warranty. Products returned to Seller by the shipping carrier as a result of Customer error, refusal to accept the order, or inability of the carrier to deliver to the address provided, will be the responsibility of the Customer and Seller will bill such costs of shipping in full to the Customer even if the products are returned. Products may only be returned if they are defective or for warranty service, as applicable. All returns must have a Return Material Authorization (RMA) number assigned by Seller prior to shipping. Please use the link that follows to complete the form to request an RMA number https://microlabtech.com/support/request-an-rma. There are no other means of requesting an RMA number. Upon our approval, an RMA number will be issued to the Customer via email, along with complete shipping and labeling instructions. Items returned without an RMA number will be rejected and the shipment will be returned to the Customer at the Customer’s expense.

Acceptance of Order: Orders are not binding until acceptance by an authorized Seller representative.

Minimum Order: Any orders less than $250 net will be billed at $250.

Loss during Shipment: Unless otherwise agreed by the seller in writing, all sales are F.O.B. Parsippany, NJ. Risk of loss is passed to Buyer when goods are delivered to the carrier.

Cancellation, Reduction, and Rescheduling: Orders may not be canceled, reduced, or rescheduled without express written consent of Seller and are subject to payment of reasonable charges as Seller may specify (including but not limited to a 25% restocking charge, work in process, purchase commitments, amortized costs, tooling and production interruptions).

Confidential Information: Information supplied by Seller shall be considered proprietary and confidential unless otherwise covered by a written agreement executed by an officer of Seller.

Modifications: Any modifications in drawings, designs, specifications, method of shipment or any terms and conditions shall not be effective unless expressly agreed in writing by an authorized employee of Seller. All modifications are subject to equitable price adjustment.

Terms of payment: Unless specified otherwise in writing, payment terms are 30 days from date of invoice. Invoices for rentals are due upon receipt. All payments are in United States dollars. Seller reserves the right to require C.O.D. or other forms of payment guarantee such as letter of credit, or advance payment in the event the Buyer becomes delinquent or insolvent. Seller reserves the right to cancel orders in the event the Buyer becomes insolvent or bankrupt. When partial shipments are made, each payment becomes due accordingly. Seller may charge interest at the rate of 1.5% per month on all overdue bills.

Patent Indemnity: Buyer shall hold Seller and its affiliates harmless from and release and not make any claim or suit against Seller or its affiliates because of any suits, claims, losses, or other liability made against, or suffered by, Buyer or Seller or its affiliates arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or of unfair competition arising from, or occasioned by, Buyer’s use, possession, sale or delivery of the merchandise sold to Buyer by Seller or arising from compliance with the Buyer’s specifications or instructions responsible for any patent infringement liabilities or any unfair competition arising from compliance with Buyer’s specifications or instructions.

Delivery: Delivery dates are approximate. Deliveries shall be subject to, and contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in Sellers usual sources of supply, governmental decrees or orders, or, without limiting the foregoing, any other delays beyond Sellers reasonable control, and Seller shall not be liable for any loss or damage arising therefrom. Seller shall have the additional right, in the event of the happening of any of the above contingencies, at its option, to cancel this contract or any part thereof without any resulting liability. Shipments made within 20 days after specified date of delivery shall constitute a good delivery. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise.

Taxes: Unless noted otherwise, prices do not include any applicable taxes. All taxes are the responsibility of the Buyer.

Equal Employment Opportunity and Affirmative Action: Seller, is an equal opportunity employer. This invoice incorporates by reference the following clauses, with the same force and effect as if they were provided in full text: 41C.F.R. Sec. 60-1-4 (a); 41 C.F.R. Sec 60-250,4 (a)-(I); and 41 C.F.R. Sec. 60-741,4 (a)-(e). Buyer agrees to comply with any and all applicable State and Local Government Equal Opportunity and Affirmative Action laws, including any and all statutes, rules, regulations, ordinances and other guidelines.

Governing Law: This agreement shall be governed by the laws of the State of New Jersey.

SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED UNDER THIS AGREEMENT, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY. WITHOUT LIMITING THE FOREGOING, SELLER DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

IN NO EVENT WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT.

TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID FOR PRODUCTS PURCHASED HEREUNDER. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

06-May-2019