Terms and conditions of warranty

These terms and conditions supersede all prior courses of dealing, usage of the trade, and verbal agreements, and shall be deemed to be exclusive and complete and are made part of the quotation.  Notwithstanding any conflicting or different terms and conditions in any order or acceptance of Customers, all sales and shipments shall be only upon these terms and conditions which shall not in any way be modified or waived, except by agreement in writing signed by a duly authorized official of MTX Lab Systems, Inc. of any default by Customer shall not be deemed a waiver by MTX Labs of any other default by Customer.

Specifications and Material Changes:  MTX reserves the right to offer our latest and improved model at the time of shipment.

Shipments:  All shipments are Freight Onboard Vienna, Virginia 22182 USA.  Freight will be prepaid and added to the invoice.  All items shall be packaged, marked and otherwise prepared in accordance with good commercial practices in a manner to obtain lowest shipping rates.

The Equipment shall remain the sole and absolute property of MTX as legal and equitable owner until such time as the Buyer shall have paid to MTX Labs the full price and all outstanding amounts due under any other contract with MTX.  Until such payment, the Buyer shall be in possession of the Equipment solely as bailee for MTX and shall keep the Equipment so that it can be identified as MTX’s property.

Without prejudice to any accrued rights of MTX under this contract or otherwise, MTX reserves the immediate right to repossess any Equipment to which it has retained title and then to re-sell the Equipment.  For this purpose, the Buyer hereby grants and irrevocable right and license to MTX’s servants and agents to enter upon its premises, rigs, vessels or other property under it’s control or to which it has a right of access, with vehicles if necessary, during normal business hours.

Prices:  All prices are firm for the delivery period specified based on the receipt of a Purchase Order within 30 days after quotation is issued.  Purchase orders received after the quotation validity period are subject to review and price adjustment.  If, after the receipt of a Purchase Order, the required delivery date is modified by the Customer, MTX reserves the right to adjust the price to recover additional expenses incurred, including but not limited to labor, material, handling fees, inventory costs, and profit.

Taxes:  The amount of any present or future Sales, Use, or similar tax applicable to the items sold hereunder shall be payable by the Customer when and as incurred.

Payment and late fees:  All payments are net 30 days from date of shipment.  Acceptance of Customer’s Purchase Order is subject to MTX approval of Customer credit.  MTX reserves the right to assess a late charge on all invoices not paid in accordance with the terms stated on the original invoice (net 30 days) or prepayment.  The late charge is computed at a rate of 1.5% per month.  Further, additional late fees, Attorney fees and/or collection costs will be added if this bill is referred for collection.

Cancellation:  If MTX’s quotations is accepted by Customer, the Purchase Order may thereafter be terminated by the Customer prior to delivery of the items contained therein, but in that event, the Customer shall pay MTX a cancellation charge to reimburse MTX for its labor, material and overheads costs, and any other costs of loss of profit incurred by MTX in the performance of the Purchase Order.  The amount of said reimbursement shall be solely determined by MTX.  Custom, non-catalog and modified units are not subject to cancellation or return under any condition. 

Damages and Shortages: Claims for shortages in shipment must be made by Customer within three (3) days working days of receipt of items.  If the outer crate or carton is damaged, Customer should not sign the bill of lading until the carrier notes the damage on the bill of lading.  Without this notation, carrier may refuse Customer’s damage claims.

Returns:  Unauthorized return of goods will be refused by MTX.  Authorized returned goods will be allowed at a 25% restocking charge plus any additional expenses necessary to restore the item to its original condition.
Custom and serviced or modified Equipment are not subject to return under any condition.

Delivery:  MTX will use its best efforts to meet delivery dates, but these dates are estimates only and in no event is MTX liable for any damages, consequential or otherwise which are claimed to have been incurred by reason of delays in delivery of items.  Failure to meet the estimated delivery will not be considered cause for cancellation and/or claims, which may arise from such delays.

Limitation of liability and warranty: In no event shall MTX be liable for any indirect, special, consequential or incidental damages, (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill), regardless of whether MTX has been informed of the possibility of such damages or is negligent.  This limited warranty does not cover and MTX Lab Systems is not responsible for:

• Damages caused by misuse, abuse, accidents, fire, theft, disappearance, misplacement, power surges, viruses, reckless, willful, or intentional conduct.
• Damages caused by servicing not authorized by MTX Lab Systems.
• Damages caused by usage that is not in accordance with product instructions.
• Damages caused by failure to follow the product instructions, MTX Lab Systems technical support, or failure to perform preventive maintenance.
• Damages caused by the combination of MTX or any other instrument branded products with other non-branded products, accessories, parts or components.
• Software, including the operating system and software added your instrument through a third-party, or the reloading of software.
• Any instrument of components that were not included in your instrument as originally sold to you.
• Normal wear and tear.
• Cosmetic damage that does not affect functionality.
  

Services and Service Limited Warranty.  Sales and services provided to you by MTX that are not within the scope for the Limited Warranty also are governed by this Agreement.  For the period of warranty after services or the sale performed, MTX warrants that services provided by it were performed in a professional and workmanlike manner.  If your problem recurs within the service warranty period, MTX will, at its option, (1) re-perform the services, (2) replace the product pursuant to the terms of this Agreement, (3) permit you to return the product (30) days and issue a partial refund, 25% pursuant to the terms of this Agreement.

Installation and Training:  Installation and Training of all Equipment shall be by, and at the expense of, the Customer unless quoted herein.  When installation or training is quoted, it is understood that elevator service will be available to MTX at no charge to move the Equipment to specific locations.  If elevator service is not available or if access to the specified location is not adequate, MTX reserves the right to bill the Customer for the additional cost of work required.  Training on equipment is payable at an hourly rate with a minimum one hour and will be conducted via telephone or email at the direction of MTX Lab Systems, Inc. 

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