OFFER AND ACCEPTANCE
Sutter Instrument offers to sell and deliver products in accordance with the terms and conditions set forth herein. Acceptance of this offer is expressly limited to such terms. Sutter Instrument hereby objects to and rejects any different, additional or conflicting terms proposed by Buyer, including those contained in Buyer´s purchase order, unless expressly agreed to in writing by Sutter Instrument. If a conflict between any of these terms remains, the terms of Sutter Instrument shall prevail.
No change or other modification to the order shall be binding upon Sutter Instrument unless accepted in writing.
Prices shown on our web site, catalog, email correspondence, and quotations are in U.S. dollars. Please contact Sutter Instrument for current product prices if you require this information prior to placing your order. We guarantee our written quotations for 90 days. When placing your order, please reference our quoted price or the pro forma number.
PAYMENT AND CREDIT TERMS
Payment shall be made in U.S. dollars in one of the following methods: Master Card, Visa, bank draft drawn on U.S. bank, international money order, bank wire transfer, or irrevocable letter of credit (processing fee will apply). Upon approval of credit, terms may be extended to Buyer of Net 30 days from date of invoice. Sutter Instrument retains the right to decline to extend credit and to request payment in advance of shipping. A service fee of one and one-half percent (1.5%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due.
All sales in the U.S. are FOB shipping point unless otherwise noted with shipping and handling charges pre-paid and added to the invoice. Delivery of the goods to the carrier at Sutter Instrument´s shipping point shall constitute delivery to Buyer. International deliveries are either EX-WORKS FACTORY, DDU, or CIP to the nearest customs airport, collect or prepaid, and are quoted on a case-by-case basis. We do not drop-ship on international shipments.
Sutter Instrument does it´s best to select a speedy, safe and economical method of transportation, and reserves the right, in it´s discretion, to determine the carrier and exact method of shipment. Sutter Instrument also reserves the right to make deliveries in installments. All such installment shipments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries.
Sutter Instrument makes every effort to complete every transaction, however, we shall not be held liable for any loss, damage, or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control.
TAXES AND OTHER CHARGES
All use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax imposed by any governmental authority shall be paid by Buyer in addition to the prices quoted or invoiced. In the event that Sutter Instrument is required to pay such tax, fee or charge, Buyer shall reimburse Sutter Instrument therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. NOTE: Sales in California are subject to sales and use tax unless Buyer submits an exemption certificate prior to shipment. While Sutter collects the state tax, the Buyer may still be responsible to the state for any county or local taxes that may apply.
Sutter Instrument strongly encourages the Buyer upon receipt of any goods shipped hereunder, to inspect the same and notify Sutter Instrument in writing of any claims for shortages damages or defects. Goods shall conclusively be deemed to conform to the terms and conditions hereof and be accepted by the Buyer if notice is not given within 15 calendar days of receipt of shipment.
Sutter Instrument provides a limited warranty on parts and labor for two years from the shipping date on all Sutter made products. To be covered under warranty, the instrument must have been operated in accordance with the instructions outlined in the instruction manual and in a manner that would be expected in the normal use of the product. Items not covered under warranty are consumables, photo multiplier tubes, galvanometers, Uniblitz® shutters. The PMM-150FU and PMM-4G are manufactured by Prime Tech and carry their factory warranty.
Items ordered in error may be returned within 30 days of receipt, and are subject to a 15% restocking fee. You are urged to retain the original shipping containers should there be a need to return the item. Buyer must obtain a valid Return Material Authorization number from Sutter Instrument prior to shipping.
TERMINATION FOR CONVENIENCE
Sutter Instrument may terminate the order in whole or in part for its convenience by written notice to Buyer. For non-stock and custom orders, Sutter Instrument shall be entitled to payment only as follows: (1) the actual cost of the work completed; plus, (2) a reasonable allowance for profit on the aforementioned work. This is all to be determined in accordance with generally accepted accounting procedures; provided, that the total sum payable upon termination shall not exceed the order price reduced by payments previously made.
Buyer agrees to indemnify and hold harmless Sutter Instrument and its agents and employees from and against any judgment, liability, loss, damage or expense, and to assume at Buyer´s own expense the defense of any claim or action brought by any person for injury to or death of persons or damage to property caused by or arising out of or in connection with products or services provided by Sutter Instrument under the order.
Acceptance by Sutter Instrument of the final payment on the contract price shall be and shall operate as a release of Sutter from all claims of Seller arising out of or in connection with the order.
PATENT AND TRADEMARK
Sutter Instrument retains its Intellectual Property: The sale of any products hereunder does not convey any license by implication, estoppel or otherwise covering combinations of the products with other equipment, data, or programs. The company retains the copyright in all documents, catalogs and plans supplied to Buyer pursuant to or ancillary to the contract.
Sutter Instrument products are subject to U.S. export laws, rules, treaties, regulations and international agreements. By placing an order with Sutter Instrument, the Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Buyer agrees to comply with the Export Administration Regulations of the U.S. in so far as they apply to the sale of products and there will be no diversion contrary to U.S. law. At the present time, the U.S. forbids sales into Iran, Iraq, Libya, North Korea, Sudan, Syria and Cuba. There are also prohibitions on selling to anyone on the Denied Persons List, or an institution on the Entities List. The Buyer assumes the responsibility for checking these lists for compliance. For your convenience, the link as of this writing is: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm. You may also be asked to complete an Export Declaration to this effect prior to shipment.
This contract constitutes the entire agreement between the parties relating to the sale of the products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale by any employee or representative that are not stated herein shall be binding upon Sutter Instrument. The section headings contained in this contract are for reference only and shall not affect the meaning or interpretation of this contract in any way.
Failure by Sutter Instrument to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of California, USA.