Terms and Conditions
These terms and conditions of sale (these "Terms") are the only terms which govern the sale of our product(s) (“Products”) to you Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
The accompanying quotation and these Terms collectively form the agreement comprise the entire agreement between you and us, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of any general terms and conditions in your purchase order regardless of whether or when s submitted it, even if we have signed or acknowledged it. Fulfillment of your order does not constitute acceptance of any of terms and conditions you introduce and does not serve to modify or amend these Terms, which constitute the entire “Agreement” for the sale of Products to you. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
We will select the method of shipment of and carrier for the Products to your designated delivery location, or upon your request assist you in doing so. We may, in our sole discretion, without liability or penalty, make partial shipments of Product to you. Each shipment constitutes a separate sale, and you will pay for Products delivered, whether shipment is in whole or partial fulfillment of your order. All Prices are Ex-Works where risk of loss and cost of shipping and insurance passes to you upon placement of custody of Product with the carrier. We will use reasonable efforts to deliver all Products to you on or before the requested delivery date, but delivery times are quoted and accepted as an estimate only and not guaranteed.
Inspection and Damaged Shipments
You have 5 calendar days from our notice of deliver to inspect Products you receive under these Terms (the “Inspection Period”) to either accept or reject the Product. If your shipment is clearly damaged during transit, refuse the package and have the driver document any and all damage to the package. Although we cannot take responsibility for obviously damaged shipments that are accepted and signed for if you timely report damaged, rejected shipments to us, we will file a claim with the carrier and ship a replacement once the damage inspection and our verification is complete. You are also responsible to report any shortages or overage related to your order upon delivery and will be responsible to pay the invoiced price if you failed to do so.
If there has been damage to your shipment that is not evident on the outside of the packaging, please contact us within 5 calendar days of the arrival of your shipment for instructions. Please be prepared to provide photos of the inside and outside of the packaging and damaged items. To ensure prompt resolution, please keep the box, all packing materials, and the damaged items for inspection by the carrier.
Your shipment outside the United States may be subject to the customs fees, tariffs and import duties of the country to which you have your order shipped. These charges are always your responsibility. We may, but assume no obligation to, help you arrange for clearance through customs, but we reserve the right to charge your all costs of importing plus 15% if we assist arranging for importation.
Limited Product Warranty
Our Products are warranted to be free from defects in materials or workmanship and to comply with their technical specifications for one year from the date of purchase (original invoice date) (“Warranty Period”). Within this period, we will, at our sole option, repair or replace any Product or components that fail in normal use. Such repair or replacement will be made at no charge to you for parts or shipping upon our verification of Product non-compliance or defect. Return of Product is subject to our Return Policy.
Note: This warranty does not cover failures due to abuse, misuse, abnormal stress, or environmental conditions or use contrary to our instructions, accident, unauthorized alteration, installation, handling or repairs or consumable products such as (but not limited to) grinding media, quartz and alumina tubes, crucibles, heating elements, and thermocouples and Product non-conformity or defect reported to us outside the Warranty Period.
Some items have additional warranty available for purchase. Please contact us at (888) 988-0899 or email@example.com for more information.
EXCEPT FOR THE EXPRESS WARRANTIES DESCRIBED IN SECTION, WE AND ANYONE ACTING ON OUR BEHALF HAS MADE OR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCT(S) AND WE OTHERWISE SELL THE PRODUCT “AS IS.” WE EXPRESSLY EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY OF TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF TRADE, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY US, OR ANY OTHER PERSON ACTING ON OUR BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN THIS SECTION OF THESE TERMS.
- By placing an order with us either online or by phone, you indicate that you have read and agree to the following return policies. Returns must meet ALL the criteria that are set forth below. We cannot accept returns for customized items. We, in our sole and absolute discretion, shall be the sole determiner of whether a product is in fact non-conforming, defective or a customized item.
You have 30 calendar days from the date your shipment was delivered to get a valid return merchandise authorization (RMA) number and return Products to us. If the item is returned during this timeframe, we will exchange it or offer a refund based upon the original payment method. For products verified to be defective or non-conforming, we will supply a prepaid shipping label along with an RMA number.
Products should be returned unused and in the original condition they were received. This includes all accessories, manuals, manufacturer’s crate/boxes, packing materials, etc. Returns received that have been used or with missing components or modifications will be refused and returned to you at your cost and without credit approval. You will be responsible to ensure adequate packaging on all return shipments. If the shipment is damaged in transit to Across International, you will be responsible for the loss of any non-defective items.
- For non-defective returned Products, a 15% restocking fee will apply, and you will be responsible for the cost of the initial shipment and return shipment and cost of any missing or damaged components or manuals. For products verified to be defective, we will be responsible for your return shipment and the shipment of replacement items.
For more information or to make a return, please e-mail firstname.lastname@example.org or call (888) 988-0899.
You will purchase Products from us at the price(s) (the “Price(s)”) set forth in our quote or your purchase order that we accept. If we increase Prices before delivery of the Products to a carrier for shipment to you before you make payment, then these Terms shall be construed as if the increased price(s) were originally inserted herein, and we will invoice you based on such increased price(s).
All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any the Products or use of Products sold to you under this term. You are responsible for all such charges, costs and taxes; provided, you shall not be responsible for any taxes imposed on, or with respect to, our income, revenues, gross receipts, personnel or real or personal property or other assets.
We typically invoice you and require payment prior to delivery of any Products under an order you place. If we, at our sole discretion, extend other invoicing terms, you will make payment to use by check or bank wire that we designate within 10 days of our invoice if we do not indicate a different payment period. You will be charged and pay interest at the lesser rate of 1.5% per month or the highest permissible rate under applicable law on all latte payments, which shall be a remedy in addition to any other remedies that we are entitled to under applicable law or at equity. You may not withhold or set off any amounts for any reason from the amount we invoice you.
Intellectual Property Ownership
As between you and us, we own all right, title and interest in and to: (a) the our tradename and the name of each affiliated entity under which we conduct our business (including without limitation, the trademarks and services marks used in connection with each); (b) the Products, (including without limitation, their designs and specifications, all upgrades, updates, improvements, enhancements, inventions, discoveries, modifications, customizations, custom features and functions related to or embodied in the Products); (c) all documentation related to the Product; and (d) all intellectual property rights in the foregoing (a), (b) and (c), including without limitation, patents, copyrights, trademarks, trade secrets, applications and registrations for the foregoing, goodwill accruing to any of the foregoing through the distribution of Product, and any other intellectual property rights embodied therein.
Except as expressly stated in these Terms or in a separate writing, we grant you no implied license to any patents, copyrights, trademarks or any other intellectual property right, nor shall any license arise by implication out of law, course of trade, course of performance, usage of trade or otherwise. We shall be entitled to injunctive relief for any violation of this Section.
All of our non-public, confidential or proprietary information, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with these Terms is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless we authorize in advance in writing. At our request, you will promptly return all documents and other materials received from us. We shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to you at the time of disclosure; or (c) rightfully obtained by you on a non-confidential basis from a third party.
Compliance with Law
You will comply with all applicable laws, regulations, and ordinances, and maintain in effect all the licenses, permissions, authorizations, consents and permits that you need to carry out its obligations under these Terms. You are required to comply with all export and import laws of all countries involved in the sale of the Products under these Terms or your resale of the Product(s). You assume all responsibility for shipments of any Product requiring any government import clearance. We may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Products.
Neither of you or us will be liable or responsible to the other, nor be deemed to be in default or breach under these Terms for any failure or delay in fulfilling or performing any provision of these Terms (except for any your obligations to make payments us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 45 consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 10 days’ written notice if the Force Majeure event continues at the expiration of the notice period.
Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU OR THE THIRD PARTY HAD ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, AND OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF ANY PRODUCT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO US FOR THE PRODUCT(S) GIVING RISE TO OUR LIABILITY.
No waiver by us of any of the provisions of these Terms is effective unless we explicitly set it forth in a writing that we sign. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms will operate, or may be construed, as a waiver hereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
In addition to any remedies that may be provided to us under these Terms, we may terminate this Agreement with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due under these Terms; (ii) have not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) you become insolvent, file a petition for bankruptcy or commence or have commenced against you proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
You may not assign any of its rights or delegate any of its obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations to us under these Terms.
Relationship of the Parties
The relationship between you and us is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the you and us. You shall have no authority to contract for or bind us in any manner whatsoever.
No Third-Party Beneficiaries
These Terms are for the sole benefit of you and us and our respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New Jersey.
Submission to Jurisdiction
Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New Jersey in each case located in the City of Newark and County of Essex, and each of you and us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and hereby waives all objections that such courts lack jurisdiction over their persons or that such courts are an inconvenient forum.
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of your purchase order, in your case, and our quotation or sales confirmation, in our case or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
If any condition or provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such condition or provision in any other jurisdiction.