1. Terms of Agreement
All sales by Next Advance, Inc., hereby referred to as “NAI”, are made subject to these standard Terms and Conditions. Except as provided in Paragraph 2, NAI will not accept any other terms and conditions of sale and terms that are printed on or contained in a purchase order, acknowledgement, confirmation or any other form or document related to the purchase and/or sale of Products which are in addition to, in conflict with, or inconsistent with the terms contained herein are rejected by NAI and shall have no force or effect.
2. Entire Agreement and Modification
These Terms and Conditions, and any documents referenced herein, constitute the entire agreement between NAI and Customer with respect to goods furnished hereunder, and any representation, promise or condition not set forth herein shall not be binding on either party. These provisions may be modified only by a writing signed by Customer and NAI. No course of conduct or any performance, usage of the trade or delay or failure of NAI in exercising any rights hereunder shall affect or waive any rights of NAI.
Orders will be initiated by Customer issuing a purchase order (“order”) to NAI. Purchase Orders will identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders are subject to NAI’s acceptance and to these Terms and Conditions. Orders may not be canceled or rescheduled after delivery by NAI to the carrier. Customer may not cancel orders for non-standard or custom Products. Product specifications and availability are subject to change without prior notice. NAI reserves the right to limit quantities.
Orders are billed at the prices in US dollars in effect at the time of placement of an order. The website reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices for any rescheduled deliveries may be increased by NAI in the event of an increase in NAI’s prices or costs or causes beyond NAI’s reasonable control.
5. Terms of Payment
Payment shall be made at the time of purchase or on net thirty (30) day terms from date of invoice with NAI approval. Customer will submit such financial information as NAI may reasonably require for determination of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by NAI against any obligation owing by Customer to NAI under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to NAI. The acceptance by NAI of such check will not constitute a waiver of NAI’s right to pursue the collection of any remaining balance.Customer will pay the entire net amount of each invoice from NAI pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, NAI may pursue any legal or equitable remedies, in which event NAI will be entitled to reimbursement for costs of collection and reasonable attorneys’ fees. There is a $25.00 service charge on all returned checks.
6. Sales Tax
NAI is required by law to collect sales tax in New York. This tax is in addition to the purchase price of the Products subject to an order. Customers claiming exemption from tax must send NAI an original signed tax exemption certificate. Absent a valid signed tax exemption certificate on file at NAI, all applicable taxes will be charged to the Customer.
7. Delivery and Title
NAI will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by NAI are estimates only and that NAI will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by NAI unless specifically designated by Customer.
Unless other terms are expressly agreed and contained on the shipping documentation, shipments by NAI to U.S. locations are made DAP address specified by Customer (Incoterms® 2010); shipments by NAI to locations outside the U.S. are DAT terminal specified by Customer (Incoterms® 2010). Risk of loss will pass to Customer upon delivery, but title shall remain in NAI until payment in full for the Products by Customer. Products invoiced and held by NAI at Customer’s request will be held at Customer’s risk and expense. Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Thereafter, delivery will be timely unless prior to shipment NAI has received written notice of cancellation valid under Section 3 of these Terms and Conditions. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s).
8. Limited Warranty and Limitation of Liabilities
NAI will replace or repair defective Products according to warranties stated for each individual Product. NAI makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, NAI MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. NAI’s liability is limited (at NAI’s election) to (1) refund of Customer’s purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products; provided, however, that such Products must be returned to NAI, along with acceptable evidence of purchase. Further, no warranty will apply if the Product has been subject to misuse, neglect, accident or modification, radiation other than for sterilization, contamination, or has been altered in any way. CUSTOMER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND NAI SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, REMOVAL/REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM NAI FOR ANY CLAIM SHALL NOT EXCEED CUSTOMER’S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
9. Data Errors and Omissions
NAI makes every effort to ensure the accuracy of the information published in our brochures and on our Internet site. The documents and graphics published may contain technical inaccuracies or typographical errors. NAI makes no representations about the information and graphics presented. All such documents and graphics are provided “as-is” without warranty of any kind.
10. Shipment Damage
Products shipped from NAI’s distribution center are carefully packed. Claims for loss or damage in transit must be made with the carrier by Customer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and parts intact for inspection by the carrier’s agent.
Visible Loss or Damage: Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this will result in the carrier refusing to honor the claim.
Concealed Loss or Damage: If damage is not discovered until the shipment is unpacked, Customer shall make a request for inspection by the carrier’s agent and file a claim with the carrier.
11. Limitations of Use
Products are intended for commercial use only. Products sold by NAI are intended for research purposes only and not for use on humans. Customers who use or sell Products for use in unauthorized applications do so at their own risk, agree that NAI and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use, and agree to fully indemnify, defend and hold harmless NAI and the manufacturer of the Products from and against any and all claims, damages, loss, cost, expense or liability arising out of or in connection with the use or performance of Products in unauthorized applications.
12. Statements and Advice
If statements or advice, technical or otherwise, is offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge and NAI will have no responsibility or liability whatsoever for the content or use of such statements or advice.
13. Force Majeure
NAI will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, earthquakes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. NAI’s time for delivery or performance will be extended by the period of such delay or NAI may, at its option, cancel any order or remaining part thereof without liability by giving notice to Customer.
14. International Orders
NAI accepts orders from other countries. All taxes, duties, insurance, shipping charges, and other international charges and fees are the responsibility of the Customer. Minimum order is $200.00. Terms for payment on export orders are cash or credit card in advance. Credit terms are available to qualified customers, and payments may be made by check or wire transfer.
15. Export Compliance
All orders of international origin are exported from the U.S. in accordance with all applicable U.S. export control laws and regulations. Customers, whether in the U.S. or overseas, shall not directly or indirectly export, re-export, sell or transfer any Product to any country for which an export license or other governmental approval is required without first obtaining all licenses and other approvals. NAI reserves the right to not ship Products ordered if NAI believes such shipment may violate U.S. export control laws.
16. Returned Goods
Instrument(s) with a 30-day risk-free trial period may be returned provided the return is authorized by NAI within 30 days of delivery of the instrument(s) and provided that the instrument(s) is in resalable condition, including that it has not been misused, used with hazardous samples, or otherwise returned in a poor, damaged, contaminated or defective condition because of misuse or negligence by the user. Instruments not covered under a 30-day trial, or equipment for which the 30-day trial has passed, will be not be accepted for return.
Accessories and other non-instrument purchases may be returned at the discretion of NAI, provided the return is authorized by NAI within 60 days of delivery of the items. Such returns will be subject to a 20% restocking fee. Items that are returned and found to have been damaged, misused, or otherwise devalued will be subject to an additional fee or may not be deemed refundable, as determined by NAI.
No rights, duties, agreements or obligations hereunder may be assigned or transferred by Customer without the prior written consent of NAI. The obligations, rights, terms and conditions hereof will be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
18. Applicable Law
This agreement shall be governed by and construed in accordance with the laws of the state of New York and the applicable laws of the United States. The courts of New York shall have exclusive jurisdiction over all disputes arising under or related to the validity, enforceability and/or performance of this agreement, and the parties consent to the jurisdiction of any court situated in New York.