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TERMS AND CONDITIONS OF EQUIPMENT PURCHASES
As of February 2, 2023
This EQUIPMENT SALE AGREEMENT (this “Agreement”) this “Agreement”) is made effective as of the Effective Date by and between Boston Laboratory Equipment, LLC (“Seller”) and You (“Buyer”). Seller and Buyer may be individually referred to in this Agreement as a “party” and collectively as the “parties.” This Agreement is composed of the Estimate above and the following Terms and Conditions (the “Terms and Conditions”). In the event of a conflict between the Estimate and the Terms and Conditions, the Terms and Conditions shall prevail. All capitalized terms used by not defined in the Estimate shall have the meanings ascribed to them in the Terms and Conditions.
FOB. Seller ships freight on board (“FOB”) destination. In FOB destination, title transfers at time and place of arrival at the Buyer’s location. Purchasing FOB destination means responsibility of Seller as the seller ceases when the Equipment arrives at the Buyer’s warehouse. Should damage or loss occur during transport, it is between the Seller and the transportation company to settle.
Liability. Seller’s liability shall be limited to the amount paid by Buyer to Seller for the Equipment and Buyer’s related shipping expenses.
Warranty Period. Warranty period begins upon the date the Equipment is received by Buyer and is for a period of 30 days thereafter (“Warranty Period”).
Limited Warranty. Seller warrants its Equipment meets Seller specifications for warranty period set forth in the Estimate and as detailed herein. Seller warrants parts and labor during the greater of the Warranty Period. Buyer’s operation or handling of Equipment outside of the Original Equipment Manufacturer’s will void Seller’s warranty.
Warranty Resolution. Seller shall have the option to (a) repair the Warranty issue or replace the Equipment within fifteen (15) days of Buyer’s notification to Seller of a Warranty Issue or (b) refund all amounts paid for the Equipment to Buyer plus any shipping expenses paid or to be incurred by Buyer. All amounts due by Seller as per this Warranty resolution shall be refunded and paid immediately upon Seller’s receipt of Buyer’s return shipment of Equipment to Seller.
Warranty Void. This warranty assumes normal and routine use of the item(s) supplied and routine maintenance.
Additional Charges During Warranty Period. Should shipment of item(s) (back to Seller) be required during warranty, the Seller will be liable for all shipping and packaging charges. The Equipment must be shipped by Buyer within the Warranty Period in its original condition and original packaging.
Non-Warranty Return Policy. Buyer may return the Equipment for any reason within the first 30 days after the Equipment is received by Buyer. Non-Warranty Returns must have a return shipment date to Seller that is within 30 days of Buyer’s initial receipt of Equipment. The Equipment must be in its original condition and returned in its original packaging. Seller is not responsible for customer packaging negligence or carrier inflicted damage on/for any returned item. The Buyer shall be responsible for a restocking fee equal to 15% of the price Buyer paid for the Equipment and Buyer is responsible for the cost of return shipping. Seller will refund all amounts paid for the Equipment to Buyer less the restocking fee and all amounts due to Buyer will be paid within 10 days upon Seller’s receipt of Buyer’s return shipment of Equipment to Seller.
Software. Occasionally, Seller may supply an ORIGINAL software license document, original software registration article, or original manufacturer software media with an instrument and/or computer containing installed software supplied to Seller at time of instrument acquisition by Seller to our customer free of charge - for testing purposes only. It is the Buyer’s responsibility to read, understand, and comply with original manufacturer EULAs (End-User License Agreements) and to obtain current revision software, software updates, or valid current software licenses directly from the OEM when and where applicable. Seller shall bear no liability for Buyer’s negligence in any non-compliance with any EULA at any time. Seller is only able to supply current revision software, software updates, and valid software licenses from an OEM or distributor for which Seller is an authorized agent/distributor.
No Relationship with Original Manufacturers. Seller makes no claims of special affiliation with or special sanctions with the original manufacturers of the Equipment or with their respective trademarks, copyrighted material, or intellectual property. The appearance of those names is not intended to imply that Seller is an officially authorized dealer or distributor for those manufacturers.
Payment; Taxes and Other Charges. Payment must be received by Seller in full prior to the shipment of the Equipment. In the event payment terms are provided in the Estimate and/or the Equipment is received by Buyer prior to Buyer’s payment in full, any amounts remaining outstanding shall be due and payable within 30 days of the date the Equipment is received by Buyer. A late fee of $150.00 will be added if payment is not made by the due date. In addition, unpaid or late invoices will be assessed a 1.5% per month surcharge from date of invoice if not paid in full by indicated terms. Seller shall be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, including any sales taxes invoiced and collected from Buyer by Seller. Any applicable sales taxes, tariffs, or fees are not included in the purchase price and shall be charged in addition to named prices if applicable. When applicable, 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.
Import/Exports. Seller complies with US Commerce and Trade restrictions and export controls. Ultimate country of destination must be declared at time of order along with intended use(s) of ordered instrumentation. If Buyer is a reseller, you as exporter, will be responsible for ALL shipping arrangements. Additionally, Buyer may be asked to complete and sign a Domestic Use Statement.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach hereof, including, without limitation, any claim that this Agreement, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to final and binding arbitration before JAMS in Boston, Massachusetts, in accordance with the Comprehensive Arbitration Rules of JAMS then in force except as otherwise set forth herein. Judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights which Seller may have to apply to any court of competent jurisdiction for injunctive or other provisional relief. The arbitrator shall determine the arbitrability of any dispute. This arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding failure to appear. The parties agree that the arbitrator shall not have the power to award punitive damages against any party. The prevailing party in any such dispute shall be entitled to recover from the losing party its fees and costs, including without limitation its attorney and expert fees.
Entire Agreement. These terms and conditions constitute the entire agreement between the parties and no other promises or agreements shall be of any force or effect unless otherwise put in writing and signed by both parties.
Governing Law. This Agreement is made in the State of Massachusetts and governed by the laws thereof, without giving effect to conflicts of law principles, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to such contract.
No Third-Party Beneficiaries. This Agreement benefits solely the parties and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.