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HACH COMPANY 1 5600 Lindbergh Drive 1 PO Box 389 f Loveland, Colorado W539 1 P 970.659.30% j f 970,669.29U t haciftcom
<br />TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES
<br />This document sets forth the Terms & Conditions of Sale for goods
<br />manufactured and/or supplied, and services provided, by Hach Company of
<br />Loveland, Colorado ("Hach") and sold to the original purchaser thereof
<br />("Buyer"). Unless otherwise specifically stated herein, the term "Hach"
<br />includes only Hach Company and none of its affiliates. Unless otherwise
<br />specifically stated in a previously -executed written purchase agreement
<br />signed by authorized representatives of Hach and Buyer, these Terms &
<br />Conditions of Sale establish the rights, obligations and remedies of Hach and
<br />Buyer which apply to this offer and any resulting order or contract for the sale
<br />of Hoch's goods and/or services ("Products").
<br />1. APPLICABLE TERMS & CONDITIONS: These Terms & Conditions of Sale
<br />are contained directly and/or by reference in Hach's offer, order
<br />acknowledgment, and invoice documents. The first of the following acts
<br />constitutes an acceptance of Hach's offer and not a counteroffer and creates a
<br />contract of sale ("Contract") in accordance with these Terms & Conditions: (i)
<br />Buyer's issuance of a purchase order document against Hach's offer; (ii)
<br />acknowledgement of Buyer's order by Hach; or (iii) commencement of any
<br />performance by Hach pursuant to Buyer's order. Provisions contained in
<br />Buyer's purchase documents (including electronic commerce interfaces) that
<br />materially alter, add to or subtract from the provisions of these Terms &
<br />Conditions of Sale are not a part of the Contract.
<br />2. CANCELLATION: Buyer may cancel goods orders subject to fair charges
<br />for Hach's expenses including handling, inspection, restocking, freight and
<br />invoicing charges as applicable, provided that Buyer returns such goods to
<br />Hach at Buyer's expense within thity (30) days of delivery and in the same
<br />condition as received. Buyer may cancel service orders on ninety (90) day's
<br />prior written notice and refunds will be prorated based on the duration of the
<br />service plan. Inspections and re -instatement fees may apply upon cancellation
<br />or expiration of service programs. Seller may cancel all or part of any order
<br />prior to delivery without liability if the order includes any Products that Seller
<br />determines may not comply with export, safety, local certification, or other
<br />applicable compliance requirements.
<br />3. DELIVERY: Delivery will be accomplished FCA Hach's facility located in
<br />Ames, Iowa or Loveland, Colorado, United States (Incoterms 2010). Legal title
<br />and risk of loss or damage pass to Buyer upon transfer to the first carrier. Hach
<br />will use commercially reasonable efforts to deliver the Products ordered herein
<br />within the time specified on the face of this Contract or, if no time is specified,
<br />within Hach's normal lead-time necessary for Hach to deriver the Products sold
<br />hereunder. Upon prior agreement with Buyer and for an additional charge,
<br />Hach will deliver the Products on an expedited basis. Standard service delivery
<br />hours are 8 am - 5 pm Monday through Friday, excluding holidays.
<br />4. INSPECTION: Buyer will promptly inspect and accept any Products
<br />delivered pursuant to this Contract after receipt of such Products. In the event
<br />the Products do not conform to any applicable specifications, Buyer will
<br />promptly notify Hach of such nonconformance in writing. Hach will have a
<br />reasonable opportunity to repair or replace the nonconforming product at its
<br />option. Buyer will be deemed to have accepted any Products delivered
<br />hereunder and to have waived any such nonconformance in the event such a
<br />written notification is not received by Hach within thirty (30) days of delivery.
<br />5. PRICES & ORDER SIZES: All prices are in U.S. dollars and are based on
<br />delivery as stated above. Prices do not include any charges for services such as
<br />insurance; brokerage fees; sales, use, inventory or excise taxes; import or
<br />export duties; special financing fees; VAT, income or royalty taxes imposed
<br />outside the U.S.; consular fees; special permits or licenses; or other charges
<br />imposed upon the production, sale, distribution, or delivery of Products. Buyer
<br />will either pay any and all such charges or provide Hach with acceptable
<br />exemption certificates, which obligation survives performance under this
<br />Contract. Hach reserves the right to establish minimum order sizes and will
<br />advise Buyer accordingly.
<br />6. PAYMENTS: All payments must be made in U.S. dollars. For Internet
<br />orders, the purchase price is due at the time and manner set forth at
<br />www.hach.com. Invoices for all other orders are due and payable NET 30
<br />DAYS from date of the invoice without regard to delays for inspection or
<br />transportation, with payments to be made by check to Hach at the above
<br />address or by wire transfer to the account stated on the front of Hach's invoice,
<br />or for customers with no established credit, Hach may require cash or credit
<br />card payment in advance of delivery. In the event payments are not made or
<br />not made in a timely manner, Hach may, in addition to all other remedies
<br />provided at law, either: (a) declare Buyer's performance in breach and
<br />terminate this Contract for default; (b) withhold future shipments until
<br />delinquent payments are made; (c) deliver future shipments on a cash -with -
<br />order or cash -in -advance basis even after the delinquency is cured; (d) charge
<br />interest on the delinquency at a rate of 1-1/2% (one and one half percent) per
<br />month orthe maximum rate permitted by law, if lower, for each month or part
<br />thereof of delinquency in payment plus applicable storage charges and/or
<br />inventory carrying charges; (e) repossess the Products for which payment has
<br />not been made; (f) recover all costs of collection including reasonable
<br />attorney's fees; or (g) combine any of the above rights and remedies as is
<br />practicable and permitted by law. Buyer is prohibited from setting off any and
<br />all monies owed under this from any other sums, whether liquidated or not, that
<br />are or may be due Buyer, which arise out of a different transaction with Hach
<br />or any of its affiliates. Should Buyer's financial responsibility become
<br />unsatisfactory to Hach in its reasonable discretion; Hach may require cash
<br />payment or other security. If Buyer fails to meet these requirements, Hach
<br />may treat such failure as reasonable grounds for repudiation of this Contract,
<br />in which case reasonable cancellation charges shall be due Hach. Buyer
<br />grants Hach a security interest in the Products to secure payment in full,
<br />which payment releases the security interest but only if such payments could
<br />not be considered an avoidable transfer under the U.S. Bankruptcy Code or
<br />other applicable laws. Buyer's insolvency, bankruptcy, assignment for the
<br />benefit of creditors, or dissolution or termination of the existence of Buyer,
<br />constitutes a default under this Contract and affords Hach all the remedies of
<br />a secured party under the U.C.C., as well as the remedies stated above for
<br />late payment or non-payment. See U2Q for further wire transfer requirements.
<br />7. LIMITED WARRANTY: Hach warrants that Products sold hereunderwilibe
<br />free from defects in material and workmanship and will, when used in
<br />accordance with the manufacturer's operating and maintenance instructions,
<br />conform to any express written warranty pertaining to the specific goods
<br />purchased, which for most Hach instruments is for a period of twelve (12)
<br />months from delivery. Hach warrants that services furnished hereunder will be
<br />free from defects in workmanship for a period of ninety (90) days from the
<br />completion of the services. Parts provided by Hach in the performance of
<br />services may be new or refurbished parts functioning equivalent to new parts.
<br />Any non-functioning parts that are repaired by Hach shall become the property
<br />of Hach. No warranties are extended to consumable items such as, without
<br />limitation, reagents, batteries, mercury cells, and light bulbs. All other
<br />guarantees, warranties, conditions and representations, either express or
<br />Implied, whether arising under any statute, law, commercial usage or
<br />otherwise, Including implied warranties of merchantability and fitness for a
<br />particular purpose, are hereby excluded. The sole remedy for Products not
<br />meeting this Limited Warranty is replacement, credit or refund of the purchase
<br />price. This remedy will not be deemed to have fated of its essential purpose so
<br />long as Hach is willing to provide such replacement, credit or refund.
<br />8. INDEMNIFICATION: Indemnification applies to a party and to such
<br />party's successors -in -interest, assignees, affiliates, directors, officers, and
<br />employees ("Indemnified Parties"). Hach is responsible for and will defend,
<br />indemnify and hold harmless the Buyer Indemnified Parties against all
<br />losses, claims, expenses or damages which may result from accident, injury,
<br />damage, or death due to Hach's breach of the Limited Warranty. Buyer is
<br />responsible for and will defend, indemnify and hold harmless the Hach
<br />Indemnified Parties against all losses, claims, expenses or damages which
<br />may result from accident, injury, damage, or death due to negligence, misuse
<br />or misapplication of any goods or services, violations of law, or the breach of any
<br />provision of this Contract by the Buyer, its affiliates, or those employed by,
<br />controlled by or in privity with them. Buyer's workers' compensation immunity,
<br />if any, does not preclude or limit its indemnification obligations.
<br />9. PATENT PROTECTION: Subject to all limitations of liability provided
<br />herein, Hach will, with respect to any Products of Hach's design or manufacture,
<br />indemnify Buyer from any and all damages and costs as finally determined by
<br />a court of competent jurisdiction in any suit for infringement of any U.S. patent
<br />(or European patent for Products that Hach sells to Buyer for end use in a
<br />member state of the E.U.) that has issued as of the delivery date, solely by
<br />reason of the sale or normal use of any Products sold to Buyer hereunder and
<br />from reasonable expenses incurred by Buyer in defense of such suit if Hach
<br />does not undertake the defense thereof, provided that Buyer promptly notifies
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