9323 Hamilton

Mentor, Ohio 44060 - USA



Scientific Solutions®

Customer: Terms and Conditions of Sale

Copyright © 1974-2006 SCIENTIFIC SOLUTIONS. All Rights Reserved.

SCOPE -(a) The Terms and Conditions of Sale contained herein apply to all quotations made and contracts of sale entered into by Scientific Solutions (Seller).  Though the Terms and Conditions of Sale may conflict with certain terms and conditions, if any, specified by Buyer in Buyer's order form, or otherwise,  Seller's acceptance of Buyer's order is on condition that only these Terms & Conditions of Sale shall apply to Buyer's order, irrespective of whether the Buyer accepts these Terms & Conditions of Sale by a written acknowledgment, by implication, or by acceptance of and payment for goods ordered hereunder.  Any term, provision, or condition in conflict with, or in addition to, or in modification of, any of these Terms & Conditions of Sale shall not be binding upon Seller unless such term, provision or condition is in writing and signed by an officer of Seller.  Seller's failure to object to any term or condition contained in any communication from Buyer shall not be deemed a waiver of these Terms & Conditions of Sale nor shall it be deemed an endorsement or agreement of any terms and conditions as set forth by the Buyer.  All offers, orders, agreements and contracts must be approved and accepted by Seller at its home office. (b). Notwithstanding the foregoing, however, stenographical and clerical errors are subject to revision and correction.

TAXES - Unless otherwise expressly indicated herein, all prices are exclusive of duty, federal, state and local excise, sales, use and similar taxes.  Such taxes, when applicable to this sale or to the products sold, will appear as separate additional terms on the invoice, or in lieu thereof the Buyer, prior to shipment, shall provide the Seller with a properly executed tax exemption certificate acceptable to the appropriate taxing authorities.

PATENTS - (a) With regard to products made to the order of Buyer's designs, specifications or instructions, Buyer shall save and hold Seller harmless against damage cost, loss or expense, including reasonable attorney fees, resulting from any claim, suit or proceeding brought by any person or entity for infringement of patents, copyright, trademarks, trade names, or for unfair competition arising from Seller's compliance with Buyer's designs, specifications or instructions.  (b) The sale of any product or products by Seller pursuant to this order does not convey to Buyer any license, by implication, estoppel, or otherwise, respecting any patent, trademark or trade name claims or rights of Seller covering said products or any combination thereof with or without any devices or elements.

TITLE, DELIVERY, AND SECURITY INTEREST - (a) Unless otherwise expressly provided herein, title passes to Buyer when the products ordered hereunder are delivered to the carrier F.O.B. point of shipment.  In all cases, risk of loss or damage to any such products in transit shall fall upon Buyer, whose responsibility it shall be to file claims with the carrier, which shall be deemed Buyer's agent.  Seller accepts no responsibility and shall not be responsible for such claims filed with it.  Unless Seller receives specific shipping instructions from Buyer, Seller will exercise its own discretion in selecting the method of shipment. (b) Shipping dates are approximate and are dependent upon Seller's prompt receipt of information from Buyer.  Seller reserves the right to make deliveries of products in installments and when Seller cannot deliver the full amount of any order in the agreed schedule the right to allocate production delivery among its various Buyers then under contract for similar goods in a commercially reasonable manner.  Seller shall not be liable for delay in delivery or nondelivery due to causes beyond Seller's reasonable control, including but not limited to, acts of God, acts of Buyer, acts of civil or military authority, war, riots, fires, floods, strikes, lockouts, delays in transportation, and inability to obtain necessary fuel, power, labor, materials, or manufacturing facilities.  In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of such delay. (c) Buyer hereby grants Seller a security interest in all Products to be purchased hereunder and all proceeds thereof (including accounts receivable) as security for Buyer's obligations hereunder.  Buyer agrees to execute promptly any and all instruments or documents necessary to perfect any such security interest and acknowledges that, in any event, a copy of this Agreement may be filed by Seller at any time after execution by Buyer as a financing statement for that purpose.

SHORTAGES, DEFECTIVE OR INCORRECT PRODUCTS - All claims for shortages or incorrect products must be filed in writing by Buyer with Seller within thirty (30) days of shipment by Seller.

LIABILITY OF SELLER - (a) Any provision herein to the contrary notwithstanding, to the extent permitted by law the maximum liability of Seller to Buyer based on the claim of any person, firm or corporation whatsoever arising out of or in connection with any sale, use or other employment of any products delivered to Buyer hereunder, whether such liability arises from any claim based upon contract warranty, tort or otherwise shall in no case exceed the actual cost of the products delivered pursuant to the order paid Seller by Buyer. (b) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANYONE ELSE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES.

TERMS OF SALE - Acceptance of Buyer's purchase orders and shipment and deliveries to buyer shall at all times be subject to the approval of Seller's credit department, and Seller may at any time decline to accept Buyer's order except on receipt of payment or upon terms and conditions or security satisfactory to such department.

PAYMENT TERMS - When Seller has extended credit to Buyer, terms shall be net thirty (30) days from the date of invoice.  On any order for which credit is not extended by Seller, shipment shall be made at Seller's election as follows:  the terms shall be Prepaid; Visa or Master Card; C.O.D. company check or C.O.D. certified check.  (Note: C.O.D. company check will not be accepted for first time orders without proper credit information supplied to Seller's credit department).  Buyer agrees to pay all costs and expense incident to the collection of past due amounts, including reasonable attorney fees.  All payments shall be in U.S. funds.  Seller may impose, and Buyer agrees to pay, finance charges for any and all past due amounts.

DEFAULTS - In the event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its rights under this order.  If despite any default by Buyer, Seller elects to continue to make shipments, Seller's action shall not  constitute a waiver that in any way affects Seller's legal remedies of any such default.

CANCELLATIONS - Buyer may cancel by written notice received at Seller's home office, all or any part of this order subject to the following cancellation fees:

less than 15 days notice....................50%
16 to 30 days notice.........................25%
31 to 45 days notice.........................15%

Number of days notice shall be days remaining before scheduled shipment, on the date of Seller's receipt of Buyer's written cancellation.

RESCHEDULING AND DELAY - If shipment of an order is delayed at Buyer's written request received fewer than fifteen (15) working days prior to the scheduled shipment date, Buyer shall be liable for a delay charge equal to five percent (5%) of the cost of the items so delayed.  For delays in excess of 30 days, Buyer shall be liable for an additional 5% delay charge, for a total of 10%

RETURNS - Shipment of product to Seller for any reason will not be accepted without prior written authorization from Seller; such returned product must be clearly labeled, on the outside of the shipping package, with the Return Material Authorization number (RMA No.) provided to Buyer by Seller for any approved returns.  Cost of any such shipments will be borne by Buyer.  Seller reserves the right to refuse delivery of any shipment not in compliance with these conditions.  Seller also reserves the right to charge, and Buyer agrees to pay, restocking fees for any product returned by Buyer.

Authorization to return Products must be obtained from Seller, which authorization may be granted by Seller in its sole discretion.  If granted, Seller will issue Buyer a Return Material Authorization number (RMA No.).  No return of Products will be accepted without an RMA number.  Returned Products must be in original shipping cartons and must be complete with all packing materials and in re-sellable condition.  Return freight charges must be prepaid by the Buyer and, as Seller is not responsible for return Products lost in transit, Seller strongly suggests the Buyer insures their package.  If returned Products are claimed to be defective, a complete written description of the nature of the defect must accompany all returned Products.  Product returned due to Buyer error may be subject to a restocking fee.  All items not eligible for return will be returned to Buyer, transportation collect.

PACKAGING - Seller will provide commercial packaging adequate under normal conditions to protect the product in shipment and to identify the contents.  Should Buyer request any special packaging, it shall be provided at Buyer's expense.

CONTROLLING LAW - The validity, construction, and performance of these Terms & Conditions of Sale shall be governed by and construed in accordance with the laws of the State of Ohio, excluding that body of law applicable to conflict of laws.  In the event that any provision of these Terms & Conditions of Sale or the application of any such provision shall be held by a U.S. court of law to be contrary to law, the remaining provisions of these Terms & Conditions of Sale shall remain in full force and effect.

MODIFICATION - No addition to nor deletion from nor modification of any of the provisions of the Terms & Conditions of Sale of this order shall be binding upon Seller unless acknowledge and accepted by Seller.