TERMS & CONDITIONS FOR SALE

DEFINITION

In the Standard Terms and Conditions, “Seller” means Nanova Environmental, Inc, “Buyer” means the person, firm, company, organization, or corporation by whom the order is given. “Goods” means the goods, products or components in any form provided to the Buyer by the Seller, and for which an amount of money or equivalent is charged. “Service” means the services provided by the Seller and for which the Buyer is charged.

VALIDATION OF QUOTATION

Unless previously withdrawn, Seller’s quotation is open for acceptance within the stated period in the quotation file generated and sent to the Buyer, or when no period is so stated, within thirty (30) days after the quotation date.

PAYMENT

Payments are due and payable net thirty (30) days after the invoice date, subject to the approval of Seller’s credit department at the time of shipment. If shipments are delayed by Buyer or due to conditions beyond Seller’s control, payments, as the case may be, are due and payable on invoices issued on or after the date Seller is prepared to make shipment. If Buyer shall fail to make payments in accordance with the prices and terms specified herein, or be delinquent in any other payment owing to Seller, or if Buyer’s financial condition at any time does not, in Seller’s judgment, justify continuance of work or shipments on the original terms of payment specified herein, Seller may, in addition to all other remedies, require payment in advance for any further work or shipments hereunder or may terminate this contract. In the event of bankruptcy or insolvency of Buyer or any proceedings brought by or against Buyer under the Bankruptcy or insolvency laws, seller at its option may cancel any order then outstanding from Buyer.

TAXES, DUTIES, AND PERMITS

Seller’s prices do not include any sale, use, excise, or similar taxes nor any export, import, or other duties. The amount of any such taxes or charges applicable to the sale or use of the product to be sold hereunder shall be paid by the Buyer. Any importation or exportation charges shall be paid according to the agreed shipping terms, or Buyer shall provide Seller a proper exemption certificate in respect thereof. All export and import permits required shall be furnished by the Buyer.

SHIPPING

Unless otherwise specified, all shipping costs, insurance, and risk of loss of or damage to the Goods will be the responsibility of the Buyer. Shipping dates herein are approximate and are based upon estimated factory work schedules in effect. They are subject to timely receipt of all necessary materials and supplies from Seller’s vendors, all necessary information and data from Buyer, priority scheduling requirements, and other contingencies beyond Seller’s control. The time within which shipment shall be made hereunder shall include such additional time from the date herein specified as may be required by reason of non-availability or shortage of materials, supplies, labor, fuel, power or date, or by strike, flood, riot, fire, government regulation, explosion, war or other casualty or cause beyond Seller’s control which cannot be overcome by due diligence or without unusual expense. Seller will use its best efforts within a reasonably practicable period of time after the occurrence of such condition to notify Buyer of the nature of the occurrence and the estimated length of additional time necessary to fill this order.

DELIVERY

All delivery and shipment dates are estimated and subject to the Seller’s availability schedule. Seller will make reasonable effort to meet delivery dates quoted, but not be liable for failure of estimated delivery due to any conditions out of Seller’ control such as unforeseen circumstances, shortages, etc. Changes in orders placed can affect delivery dates and costs.

ACCEPTANCE

The product shall be deemed accepted thirty (30) days after receipt unless notice of rejection has been given in writing to Seller within the thirty (30) day period.

WARRANTY AND LIABILITY

COVERAGE: Seller warrants the products manufactured by it to be free from defects of materials or workmanship under normal proper use and service. The period of warranty coverage is specified in the Seller’s printed price list but shall not be less than one (1) year from the date of shipment by Seller. During this warranty period, Seller will provide the following services at no additional charge:
(a) Parts, labor, and travel provided for field-serviceable repairs.
(b) Parts, labor, and the cost of return shipping provided for return-to-factory repairs.
Seller’s liability under this warranty is limited to such of the above products or parts thereof as are returned, transportation prepaid, to Seller’s plant, not later than thirty (30) days after the expiration of the period of warranty coverage in respect thereof and are found by Seller’s examinations to have failed to function properly because of defective workmanship or materials and not because of improper installation or misuse and is limited to, at Seller’s election, either (a) repairing and returning the product or part thereof, or (b) furnishing a replacement product or part thereof, transportation prepaid by Seller in either case. In the event Buyer discovers or learns that a product does not conform to warranty, Buyer shall immediately notify Seller in writing of such nonconformity, specifying in reasonable detail the nature of such nonconformity. If Seller is not provided with such written notification, Seller shall not be liable for any further damages which could have been avoided if Seller had been provided with immediate written notification.
EXCLUSIONS: The following are not covered by the Seller’s warranty:
(a) Components maintainable by the Buyer, including but not limited to, burner and furnace chambers, power amplifier tubes, graphite tubes, sample cell holders, nebulizers, and valves;
(b) Consumables, such as columns, detectors, VOC trapping units, filaments, septa, plates, vials, screens, and reagents; and
(c) Components manufactured by a third party, including, without limitation, personal computers, components, and accessories (such components shall be subject, if applicable, only to the warranty provided by the original manufacturer).
SERVICES: Seller warrants the services performed and the spare and replacement parts installed for a period of ninety (90) days from the date of completion of such services and the date of installation of such spare or replacement parts, respectively.
ADDITIONAL LIMITATIONS: The warranty excludes such equipment or accessories which are identified on applicable price lists, quotations, or special promotional materials for which the warranty may be further limited. This includes items which are sold at specially reduced prices with reduced warranty protection. (In some cases, an extended warranty may be available for purchase). Additionally, this warranty does not cover loss, damage, or defects resulting from the following conditions: transportation to the Buyer’s facility, improper or inadequate maintenance by the Buyer, Buyer-supplied software or interfacing, unauthorized modification or misuse, operation outside of the environmental specifications for the instruments, and/or improper site preparations or maintenance. This warranty applies only to instruments within the original country of delivery. Instruments transferred outside the original country of delivery, whether by the Seller or at the direction of the Buyer or through the Buyer’s actions subsequent to delivery, may be subject to additional charges prior to a warranty repair or replacement. Additional charges will be based on the actual location of such instruments and the Seller’s warranty and/or service surcharges for such location(s). Except in the case of an authorized distributor, authorized in writing by Seller to extend the warranty to distributor’s customers, this warranty applies only to the Buyer as the original purchases from Seller and may not be assigned, sold, or otherwise transferred to any third party.
THIS WARRANTY IS MADE AND ACCEPTED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AS THE BUYER’S EXCLUSIVE REMEDY FOR ANY DEFECTS IN THE PRODUCTS TO BE SOLD HEREUNDER. All other obligations and liabilities of Seller, whether in contract or tort (including negligence) or otherwise, are expressly EXCLUDED. In no event shall Seller be liable for any costs, expenses or damages, whether direct of indirect, special, incidental, consequential, or other, on any claim of any defective product, in excess of the price paid by Buyer for the product plus return transportation charges prepaid.

RETURN

Buyer must contact Seller within 30 days of delivery of products to Buyer to receive authorization prior to returning merchandise. Seller may keep without refund or return to Buyer any products returned without prior authorization. All returns are conditional upon inspection of equipment by Seller, and any damages to equipment shall be deducted from the amount refunded. A restocking fee may be assessed on all returned merchandise by Seller with the amount determined by Seller. Buyer is responsible for all the returning fees for the products authorized for return.

MISCELLANEOUS

The laws of the State of Missouri will exclusively govern any dispute between Seller and Buyer. Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns. Products, including software or other intellectual property, are subject to any applicable rights such as patents, copyrights and user licenses.