Terms and Conditions, PSL RheotekUSA Inc.

1. DESCRIPTION OF SERVICES & EQUIPMENT. These Terms and Conditions (the “Terms”) apply to the sale of (a) equipment /spare parts manufactured by third parties (the “Products”); and (b) provision of services (the “Services”) (collectively Product and Services shall mean the “Goods”) from PSL Rheotek USA, LLC an Indiana corporation (“Us”, “We”, or “Our”) and the entity set forth on one or more order forms (“You” or “Your”) issued by Us.

2. OFFER AND ACCEPTANCE. 2.1 Your order set forth on Our Sales Order Acknowledgement form (the “Order”) constitutes Your offer to purchase Goods from Us in accordance with these Terms. You must ensure that the terms of Your Order and any applicable specification for the Goods, including any related plans and drawings of Yours and previously agreed by Us (the “Specification”) is complete and accurate and without omission. 2.3 We shall be completely free to accept or reject Your Order. We shall only be deemed to have accepted Your Order once We issue You with Our written acceptance of the Order (”Order Acceptance”), at which point the Contract incorporating these Terms shall come into existence. 2.4 Our quotation for the sale of Goods (“Quotation”) is only valid for the fixed period stated on it, and the Order, if any, shall supersede any such Quotation. If the Quotation omits any such period, it shall be valid for 45 days from the date of Our issuance of the Quotation to You.

3. YOUR SPECIFICATION. We reserve the right to amend Your Specification if required by any applicable statutory or regulatory requirements.

4. WARRANTY, WARRANTY EXCLUSIONS & WARRANTY REMEDY. 4.1 Any Products manufactured by or serviced by a third party shall be subject to such third party’s warranty and these terms shall not apply. Copies of the third party warranties are available from Us at Your request. Products manufactured by Poulten Selfe & Lee (“PSL”) and purchased hereunder are covered by a 12 month warranty commencing on delivery to You. 4.2 To the extent the Products are manufactured by PSL or Services performed by Us, the following warranty shall govern, subject to the provisions of Section 4.3: We warrant that during the Warranty Period, the Goods shall: (a) conform in all material respects with their description on the Order; (b) be free from material defects in design, material and workmanship; (c) for Services, as defined below, such Services with be performed with reasonable care and skill and in accordance with good industry practice. For Products and Services, the warranty period shall commence on the later of delivery or installation, and for Products such period shall continue for a period of 12 months thereafter and for Services shall continue for a period of 3 months thereafter (the “Warranty Period”). 4.2 EXCLUSIVE WARRANTY REMEDY. Subject to Section 4.3, if:(a) during the Warranty Period You give Us written notice specifying the non-conformity in reasonable detail within ten (10) days from Your discovery that some or all of the Goods do not comply with the warranty set out in Section 4.2 (”Defect”) and (b) We are given a reasonable opportunity of examining and repairing such Goods; and (c) At Our option and sole obligation to You in the event the Goods contain a Defect, We will (i) procure for You the right to continue using such Goods, if applicable; (ii) modify the Goods so that it/they conform to the warranties herein; (iii) replace the Goods with material equal in capacity and performance; or (iv) refund the price of the defective Goods in full. You (if We request) agree to return the Goods to Us using suitable and appropriate packaging and by commercial courier, at your expense. The foregoing are Your exclusive remedies. 4.3 WARRANTY EXCLUSIONS. We shall not be liable for Goods' failure to comply with the warranty set out in Section 4.2 in event of any of the following: (a) You or a third party makes any further use of such Goods after giving notice to Us in accordance with Section 4.2; (b) the defect arises because You failed to follow Our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of Us following Your or a third party’s drawing, design or Specification; (d) You or a third party alter, modify, or repair the Goods without Our written consent; (e) the defect arises as a result of: breakage (for example in the case of glass instruments), in the case of viscosity reference oils and bath liquids and any similar items, exposure to sunlight or contamination, wear and tear, wilful acts, negligence; abuse, misuse, accident, tampering, improper installation by You or a third party not at Our direction, or use of purposes or methods not authorized by Us, use in a hazardous area, or for a use which has not been notified to Us, or abnormal storage or working conditions, (f) to any claim arising out of or relating to any third party or Your equipment, software, or services; (g) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or, (g) the Goods are reasonably deemed to be consumable items with a lifespan dependent on their use. By way of example, such items may include, but are not be limited to, vacuum pump diaphragms, syringe pumps or plungers, motors in stirrer units, filling station screw caps, and bath or other liquids. 4.3 Goods incorporating Your Specification may not be returned unless You can show that they vary in a material way from Your Specification. 4.4 These Conditions shall apply to any repaired or replacement Goods, except that any such repair or replacement shall not extend the Warranty Period offered by Us or by any other person. 4.5 WARRANTY EXCLUSIONS. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 4, WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES OR DELIVERABLES, INCLUDING, IMPLIED CONDITIONS OR WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5. DELIVERY/SHIPMENT. 5.1 You shall pay for shipping and shipping insurance, unless otherwise agreed to on Order. Order Acceptance will contain details of the delivery arrangements (if any), including the basis that such delivery will be made to You (if any) such as, and without limitation, EXW, DAP, CIP, CPT, DDP, or DDU. 5.2 If Goods are sold to You on an Ex-Works EXW basis, You or Your courier or Your freight company is required to collect those Goods from Us. If Goods are sold to You on any basis other than Ex-Works EXW, We will arrange delivery of the Goods to You at the named place, named port of shipment, named port of destination or named point as per the agreed Incoterms set out on the Order. 5.4 We will ensure that each consignment of Goods is accompanied by a Dispatch note which shows the date of Your Order, Our reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and,special storage instructions (if any). 5.5 The selection of a delivery agent to deliver the Goods to You is wholly at Our discretion. 5.6 Any dates quoted for date to dispatch the Goods (the “Dispatch Date”) are approximate only, and the time of dispatch is not of the essence. 5.7 We shall not be liable for any delay in Dispatch Date of the Goods that is caused by a Force Majeure Event, defined below, or if You fail to provide Us with adequate instructions that are relevant to the supply of the Goods. 5.8 If You or Your appointed agent fails to take delivery of the Goods within three business days of the Dispatch Date where Goods are being provided on an Ex-Works EXW basis, then, except where such failure or delay is caused by a Force Majeure Event or Our failure to comply with Our obligations under the Contract: (a) Our delivery of the Goods to You shall be deemed to have been completed at 9.00 am on the third business day after the Dispatch Date; (b) We shall store the Goods until You collect them and at Your costs and expenses (including insurance); and (c) if You or Your appointed agent fails to collect the Goods within 10 business days after the Dispatch Date then We may resell or otherwise dispose of part or all of the Goods. 5.9 If You fail to accept delivery of the Goods when Our delivery agent attempts to deliver the Goods when Goods are being provided other than on an Ex-Works EXW basis, then except where such failure or delay is caused by a Force Majeure Event or Our failure to comply with Our obligations under Terms: (a) Our delivery of the Goods to You shall be deemed to have been completed at 9.00 am on the following business day after the date of delivery; and (b) We shall store the Goods until You collect them and charge You for all related costs and expenses (including insurance); and (c) if You or Your appointed agent fails to collect the Goods within 10 business days then We may resell or otherwise dispose of part or all of the Goods. 5.10 You may not reject the Goods if We Dispatch up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of Your notice that the wrong quantity of Goods was dispatched. 5.11 We may dispatch the Goods in installments.

6. RISK. 6.1 In the case of delivery Ex-Works EXW the risk in the Goods shall pass to You once You or Your appointed agent commences loading the Goods from the place of dispatch. 6.2 For any basis of delivery other than Ex-Works the risk in the Goods shall pass to You once the delivery has been made to You at Your nominated delivery point as per the agreed terms of sale (as per Section 5.1) in the agreed order but before Goods are unloaded or unpacked provided that We arrange delivery of the Goods. If We do not arrange delivery then the provisions of Section 6.1 apply. 6.3 We will insure the Goods until risk passes to You. 6.4 Since risk passes to You before Goods are unloaded or unpacked Our insurance does not cover the risk of unloading or unpacking. This is particularly important for glass items that can be broken on unpacking, unloading, or inspection. 6.5 We carefully pack all Goods prior to dispatch. You are strongly advised to insure the Goods once risk passes to You since We do not accept any responsibility for any breakages after such time. 6.6 Provided that You notify Us in advance in writing prior to shipment, We can arrange for Goods to be insured for loss or damage in transit if: (a) You wish to return Goods to Us; (b) You require Us to return Goods to the original manufacturer for repair, calibration, or service; or, (c) You require either Us or the original manufacturer to return Your Goods to You and unless We receive such written request from You We will always proceed on the basis that You do not require such insurance but the risk will remain Yours. 6.7 Any insurance that We arrange on Your behalf pursuant to Section 6.6 will be for the second hand replacement cost of the item only, and not for the new value. No other type of loss will be insured, including, but not limited to loss of profit, loss of opportunity, loss of business, or any other type of direct, indirect, consequential, or economic loss. On request, if the owner of the Goods requires insurance for transits, We will supply a cover summary to confirm the extent of cover provided.

7. TITLE AND OWNERSHIP 7.1 Title to the Goods shall not pass to You until We receive full payment for the Goods. 7.2 Until title to the Goods has passed to You, You must: (a) hold the Goods on a fiduciary basis as Our bailee; (b) store the Goods separately from all Your other goods so that they remain readily identifiable as Our property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (e) notify Us immediately if You become subject to any of the events listed in Section 10.2; (f) give Us such information relating to the Goods as We may require from time to time; and, (g) allow Us to enter any of Your premises or of any third party where the Goods are stored in order to inspect or recover them. 7.3 If before title to the Goods passes to You, You become subject to any of the events listed in Section 10.2, or We reasonably believe that any such event is about to happen and We notify You accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy that We may have, We may at any time require You to deliver up the Goods and, if You fail to do so promptly, We may enter any of Your premises or of any third party where the Goods are stored in order to recover them.

8. REPAIRS / CALIBRATION / SERVICE 8.1 We may in certain circumstances, as set forth in the Order, agree to provide preventative maintenance, emergency repairs, refurbish, technical service via phone or email, in house repairs or return to manufacturer repairs, calibrate or service Goods purchased from Us (the “Services”). 8.2 The estimate of providing the Services to You will be based on Our prevailing hourly and daily rates, details of which are available from Us and set forth in the Order. 8.3 We do not accept responsibility for the condition of Goods on delivery to Us. If We accept Goods from You in order to perform the Services We will notify You of the Services that We believe to be necessary or desirable and the cost of such Services within a reasonable period. 8.4 We will use reasonable endeavors to take care of Your Goods, but any Goods accepted by Us so that We may assess the Goods for the Services or so that We may perform the Services will be at Your risk and You are advised to insure Your Goods for all usual risks during shipment to and from Us and they are with Us. 8.5 If You do not request that any or all of the Services that We believe to be necessary or desirable to be performed, We will not perform any of them, and You must collect the Goods from us within 5 business days from that We notify You and You agree to reimburse Us at Our then current hourly rate for Our time expended to diagnose the issue. 8.6 We reserve the right to charge You at Our prevailing hourly and daily rates even if We cannot perform the Services or if You request that additional Services are not performed.

9. PRICE AND PAYMENT 9.1 The price of the Goods shall be the price set out in the Order and payable in the currency stated in the Order. 9.2 We may, in circumstances beyond Our reasonable control, notify You at any time up to 20 Business Days before dispatch of an increase in the price of the Goods. 9.3 Unless otherwise stated, the price of the Goods is exclusive of sales tax, incidental expenses, duties, and levies which You agree to promptly pay as incurred. 9.4 Unless agreed by Us otherwise in the Order, You must pay Us in full for Your Order prior to Our shipment of the Goods. 9.5 If You fail to pay Us in accordance with Section 9.4 We may, without limitation, decline to dispatch the Goods, charge to for storing the Goods, and seek damages from You. 9.6 Time is of the essence for payment hereunder. 9.7 If You fail to make any payment due to Us by the due date for payment then You must pay Us late payment charge on any amounts past due at the rate of 1% per month on such sum is outstanding plus attorneys’ fees and expenses We incur in collecting the past due amount. You must promptly pay the interest together with the overdue amount. 9.8 You must pay all amounts due to Us in full without any deduction or withholding except as required by law and You may not assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting Our other rights or remedies, set off any amount payable by Us to You against any amount owed to Us by You. 9.9 Certain Goods may be returned to Us provided that (a) We mutually agree in writing to the terms governing such returns; (b) the Goods must be unused and in the original packing; and (c) You shall agree to a 15% re-stock fee.

10. YOUR INSOLVENCY OR INCAPACITY 10.1 If You become subject to any of the events listed in Section 10.2, or if We reasonably believe that You are about to become subject to any of them and We notify You accordingly, then, without limiting any other right or remedy available to Us, We may cancel or suspend the dispatch of all further Goods to You or cease performing any Services without incurring any liability to You, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due. 10.2 For the purposes of Section 10.1, the relevant events are: (i) You becomes insolvent, (ii) a claim of bankruptcy if filed by or on behalf of You, (iii) You make an assignment for the benefit of a creditor or (iv) You cease to do business in the normal course. 10.3 Termination of the Terms, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Sections 4.5, 9 (to the extent payment obligations arose prior to termination), 10, 11, 12, 14 and which by implication survive termination or expiration of these Terms shall endure in full force and effect.


12. FORCE MAJEURE 12.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event. 12.2 A “Force Majeure Event” means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

13. INDEMNIFICATION. 13.1 To the extent that the Goods are to be manufactured in accordance with Your specification or any other instruction provided by You as set forth on the Order (the ”Specifications”), You shall indemnify, defend and hold harmless Us, our employees, directors, agents and representatives (”We”) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal other reasonable professional costs and expenses) that We suffer or incur in connection with any claim made for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Our use of the Specifications. You shall not settle or compromise any such claim without an unconditional release of all claims by each claimant or plaintiff in favor of each indemnified party provided that such indemnified party shall not unreasonably withhold its consent

14. GENERAL 14.1 These Terms and the Order, constitute the entire agreement between You and Us for the sale of the Goods. These Terms exclude any other terms that You seek to rely on, impose or incorporate into the Terms, or which are implied by trade, custom, practice or course of dealing. You acknowledge that You have not relied on any statement, promise or representation made or given by Us or on Our behalf which is not set out in the Terms. Our samples, drawings, descriptive matter, or advertising and any descriptions or illustrations contained in Our catalogues or brochures or other marketing materials including but not limited to Our website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. 14.2 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights or obligations under the Contract. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract without Our prior written consent. 14.3 No amendment or waiver of any provision of these Terms shall be valid unless in writing and signed by both parties. 14.4 Any notice required hereunder shall be in writing delivered to the Party’s address set forth on the Order or such other address as that party may have specified to the other party in writing in accordance with this Section, and shall be delivered personally, sent by nationally recognized overnight courier service, or certified mail, return receipt requested. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Section 14.4; if sent by pre-paid first class post or recorded delivery within the United States, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 14.7 If any of the provisions of this Agreement are held by a court of competent jurisdiction to be unenforceable or invalid, then such provisions will be ineffective to the extent of the court’s ruling. All remaining portions of the Agreement shall remain in full force and effect. 14.8 A waiver of any right or remedy hereunder is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 14.10 A person who is not a party to the Terms shall not have any rights under or in connection with it. The paragraph headings contained herein are for reference only and will not be considered substantive parts of this Agreement. 14.11 These Terms and any dispute or claim arising out of or in connection with shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its conflicts of laws principles. Any disputes relating to this Agreement shall be within the Courts of the State of Indiana or the Federal Court for the Northern District of Indiana. The parties hereby agree to waive their righto a trial by jury. Should either party institute or participate in a legal or equitable proceeding against the other to enforce, construe or interpret these Terms, the non- prevailing party shall pay the prevailing party’s reasonable costs, expert, professional fees, attorney’s fees and all other costs incurred by the prevailing party relating to the proceedings.

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