Terms and Conditions of Sale in the US.
1. Scope
These Terms and Conditions apply to all quotations and order confirmations issued by Seller. They override any conflicting terms from Buyer. Changes are valid only if authorized in writing by Seller.
2. Order Acceptance
All orders must be accepted in writing by Seller. This agreement is governed by the laws of Tennessee.
3. Prices and Taxes
Prices exclude all taxes, duties, and fees, which are the Buyer’s responsibility. If Seller is required to pay any such charges, Buyer must reimburse Seller upon invoice. Quotes are valid for 60 days unless otherwise stated.
Sales Tax Notice: State sales tax may be added to the final invoice. If not charged, Bio-Logic may report the sale to the customer’s state of residence as required. The customer remains responsible for any state sales tax due unless a valid tax exemption certificate is provided.
4. Cancellation
Orders may only be canceled with Seller’s prior written consent on terms acceptable to Seller.
5. Payment
Each shipment is a separate transaction and must be paid accordingly. Standard payment terms are Net 30, subject to credit approval. Prices apply to U.S. domestic sales. Sales tax will be invoiced and collected unless exempt documentation is provided. Unless otherwise quoted, shipping charges (“Best Way”) will be added to invoices. Export sales are subject to U.S. Export Control Laws and may require licenses. Past due invoices accrue interest at 1.5% per month (or the maximum allowed by law).
6. Shipping and Delivery
Unless otherwise specified, shipments are EXW Seller. Buyer assumes risk of loss upon shipment. Additional insurance must be requested in writing at Buyer’s expense. Seller will use best efforts to meet Buyer’s delivery instructions, but delivery dates are not guaranteed. Title transfers to Buyer upon release of goods from Seller’s inventory.
7. Inspection and Acceptance
Buyer must inspect goods upon receipt and notify Seller in writing of any defects or nonconformance within 30 days. Otherwise, goods are deemed accepted.
8. Delays
Seller is not liable for delays caused by events beyond its reasonable control, including natural disasters, labor disputes, transportation issues, or government actions.
9. Patents and Intellectual Property
If goods are made to Buyer’s specifications, Buyer indemnifies Seller against patent infringement claims. For standard Seller products, Seller will defend and indemnify Buyer against U.S. patent infringement claims, provided Buyer promptly notifies Seller and allows Seller to control the defense. No intellectual property rights are transferred under this Contract. Buyer’s rights are limited to normal use of instrumentation and included software.
10. Packaging
Seller provides standard commercial packaging. Special packaging requests are at Buyer’s expense.
11. Warranty
Bio-Logic USA provides a limited Manufacturer’s Warranty:
- Non-consumables: One (1) year from shipment.
- Repairs: Ninety (90) days from shipment.
Warranty covers defects in materials and workmanship and conformity to specifications. Remedies are limited to repair or replacement, at Seller’s discretion.
Conditions:
- Buyer must provide prompt notice, proof of defect, and prepay return shipping.
- Seller will cover shipping of repaired or replacement goods.
- Replacement goods or serviced components are covered for the remainder of the original warranty period or 90 days, whichever is longer.
Exclusions: Warranty does not cover defects or damages caused by:
- Improper use, installation, operation, or maintenance.
- Use without proper safety or protective devices.
- Failure to follow manuals or instructions.
- Unauthorized modifications, alterations, or repairs.
- Wear of components subject to normal use.
- Catastrophic events or foreign objects.
Disclaimer: No other warranties apply, including implied warranties of merchantability or fitness for a particular purpose.
12. Limitation of Liability
Seller’s liability under warranty is limited to repair or replacement, at Seller’s option, within the warranty period. Liability for equipment not manufactured by Seller is limited to the original manufacturer’s warranty. Seller’s maximum liability shall not exceed the purchase price of the goods at issue. Seller is not liable for consequential or incidental damages.
13. Assignment
Buyer may not assign this order or related rights without Seller’s prior written consent.
14. Severability
If any provision is found invalid, the remaining provisions remain enforceable.
15. Disputes
Disputes unresolved within 90 days shall be submitted to binding arbitration under the American Arbitration Association. Each party shall bear its own costs.
16. Governmental Authorizations
Buyer is responsible for obtaining all required government authorizations, including export and import licenses. Seller is not liable for delays or denials of such authorizations. All sales are subject to U.S. export control laws.
17. Audit
During the term of this Agreement and for two (2) years thereafter, Buyer may audit Seller’s records relevant to this transaction during normal business hours, subject to confidentiality obligations. Buyer shall use reasonable efforts to minimize disruption.
18. NRTL Certification
Products are not NRTL certified unless purchased with certification for an additional charge.