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GLOBAL WATER TERMS AND CONDITIONS OF SALE OR QUOTATION
General
The sale of product(s) by Global Water Instrumentation ("GWI") shall be governed by these terms and conditions. GWI's offer to sell products
to you ("Customer") is expressly limited by Customer's acceptance of these terms and conditions, as evidenced by Customer's issuance of a purchase
order for product(s), or Customer's acceptance of any product under the purchase order, or Customer's payment for any product under the purchase
order. Additional or different terms or conditions proposed by a Customer (including those that may be contained in Customer's purchase order)
shall be void and of no effect unless a written agreement to the contrary is provided by GWI.
Certain Limits of GWI's Obligation
Customer's order for product(s) is binding only when accepted by an authorized representative of GWI, and is accepted subject to the terms and conditions
contained herein, which constitute the complete agreement between the parties. Except as set forth herein, there are no other agreements between
GWI and the Customer, oral or written, with respect to the products sold by GWI (including any made or implied from past dealings). Trade custom,
trade usage and past performance are hereby superseded and shall not be used to interpret these terms and conditions.
Product Specifications
The technical specifications provided in GWI's catalog, literature, or in any written quotations are intended to be accurate. However, in a continuing
effort to improve our products, GLOBAL WATER INTSTRUMENTATION reserves the right to make technical changes to products at any time during the period between
the acceptance of the Customer's order and delivery; provided that such changes will not reduce the performance of the products sold. The technical
documentation included with GWI'S offer and/or delivery, such as illustrations, drawings, indication of weight, etc. will only be binding upon GWI where
expressly stated.
Confidentiality
Cost estimates, technical literature, drawings and other details provided to Customer by GWI may contain data that embody trade secrets and confidential
know-how of commercial value to GWI. Customer shall keep such information confidential, not disclose such information to any other person or entity,
not use such information except in connection with the products supplied hereunder; and not sell, lease, loan or permit any other person or entity to use
such information for any purpose, without GWI's prior written consent. Nothing herein shall restrict the use of information available to the general
public.
Price
Products shall be sold and invoiced at prices established by written contract between the parties, and, in the absence of a written contract, as quoted by
GWI (provided Customer has issued a purchase order which has been accepted by GWI prior to the expiration date of the quotation). The agreed prices
are linked to type and quantity of product(s), and may therefore change if the Customer desires to amend his or its order. In the event of cost
increases pertaining to material and/or manufacturing of products during the period between acceptance of an order and delivery, GWI reserves the right to
increase the sales price accordingly.
Payment Terms
Payment Terms are set forth in the GWI Sales Order or Quotation. If payment is not received in accordance with the Payment Terms, Customer will be
required to pay interest at the rate of 18% per annum. If a check, draft or credit card payment is returned or rejected at any time, the Customer
agrees to pay GWI a $50.00 handling charge plus any associated bank fees or charges, related to the returned or rejected amount. GWI reserves the
right to refuse payment by check, credit card, draft or wire transfer and may institute C.O.D. or cash-in-advance payment terms at any time. Customer
will be responsible for collection costs, including attorneys' fees should Customer fail to meet the obligations of the Payment Terms.
Cancellation
GWI sells certain items which are non-cancellable and non-returnable. If Customer purchases any item which is non-cancellable and non-returnable, GWI
shall indicate on the Sales Order or Quotation that the item(s) is non-cancellable and non-returnable. For purchases which are cancellable, valid
cancellations may be subject to a cancellation charge of up to 15% of net price of the Customer's order. Cancellations will be valid provided that GWI
receives written notice of such cancellation from the Customer a minimum of 30 days prior to the shipment date. Customer understands that any cancellation
that does not meet the terms of this paragraph will be considered invalid and the Customer will be required to fulfill the Payment Terms.
Default
If the Customer fails to carry out any of the terms as set forth in GWI's Sales Order, Quotation, or these Terms and Conditions, files for bankruptcy protection,
goes into receivership, or makes an assignment for the benefit of creditors, then: (i) all monies due GWI from the Customer shall become immediately due and
payable; (ii) GWI may cancel all pending accepted orders without prejudice to any of GWI's other rights or remedies existing at the time of cancellation;(iii)
GWI may resell any goods previously agreed to be supplied or held for the Customer; and (iv) GWI may postpone any shipments, even if in transit. In such
event, the Customer shall pay GWI for any loss, damages, costs, and attorneys' fees arising from the Customer's default, including costs of collection and suit.
Product Shipment Terms
All products are sold F.O.B. point of shipment, GWI location, unless otherwise specified in writing by GWI. All charges, expenses, fees, duties, taxes,
expedite fee(s), and insurance related to the packing or transporting of products to Customer's designated site are charged to Customer. Risk of loss and
title shall pass to Customer as soon as the products have been placed with a transport agent. The equipment will be insured for transit only at Customer's
specific request, with corresponding costs being charged to Customer. Unless specified by the Customer, GWI will select the means of shipping and routing
which it deems appropriate. Although reasonable efforts will be made, no assurance can be given that GWI will select the most reliable or economical method
of transportation, and we expressly disclaim responsibility thereof.
Minimum Order Requirements
GWI requires a minimum dealer product order of $50.00 for domestic dealers and $100.00 for international dealers. An "order" is considered to be a purchase
order for products to be shipped to a single location.
Drop Shipments
Upon Customer's request, standard drop shipment orders will be shipped to Customer's end-user, subject to stock availability. For faster processing, see
"Expedite Orders" below.
Expedite Orders
There is a $60.00 surcharge for orders requesting same day shipment provided GWI receives the order by 1:00PM PDT and "subject to stock availability".
Restocking Charges
Prior approval must be obtained from GWI to return any product. (See contact information listed below under "To Return Goods.") Only new (in-the-box)
goods may be returned, and only within 30 days of shipment by GWI, for full credit. A 35% restocking charge will apply to any product returned beyond 30
days. Products may not be returned or exchanged after six months of first receipt. GWI will determine if the product is in acceptable condition for
return. Older items, service parts, and discontinued items cannot be returned.
Short Shipments
GWI must be notified within 30 days of receipt of invoice of any item or billing discrepancies. A credit memo will be issued to remedy all substantiated
claims of short shipments and a new order placed for the missing products. Any shipment discrepancy claimed after 30 days of invoice date will not be honored
and GWI will not issue credit.
Notice of Defects
The Customer is required to examine the product(s) delivered immediately upon receipt thereof and to report to GWI in writing any visible defects within 10 working
days of receipt. Defects that are not visible must be reported to GWI in writing within 10 days after discovery of such defect. Failure to report defects
strictly within the time periods previously stated will be deemed an unqualified waiver of any and all rights to warranty claims.
To Return Goods
Prior approval must be obtained from GWI to return any product. Contact GWI, at the number listed below, within 30 days of receipt of goods for a return authorization
number ("RMA"). No returns will be permitted after this 30-day period, unless otherwise authorized by GWI. All returns are to be shipped freight prepaid
with the RMA number clearly marked on the outside of the shipping box and included inside the box.
GLOBAL WATER INSTRUMENTATION, INC.
Toll Free: 800-876-1172
Tel: 916-638-3429
Fax: 916-638-3270
Email: TechnicalSupport@globalw.com
Please refer to our contact page for the mailing address.
GWI will not accept returns for consumable products that have been opened including, but not limited to, solutions, buffers, standards, filling solutions, accessories,
power cords and interface cables. Customers are advised to contact GWI's Customer service with any questions.
Product Use
GWI offers a wide variety of products with a wide variety of uses. The well-being of individuals using these products is dependent on the proper operation and
maintenance of the products, as well as safe laboratory and field practice. Please refer to the owner's guide and user documentation for details regarding the
proper use and operation of our products.
Software
With respect to any software incorporated in or forming a part of the products sold hereunder, GWI and the Customer intend and agree that such software is being licensed
and not sold, and that the words "purchase", "sell", or similar or derivative words are understood and agreed to mean "license," and that the word "Customer" or similar
or derivative words are understood and agreed to mean "licensee." Notwithstanding anything to the contrary contained herein, GWI or its licensor, as the case may be,
retains all rights and interest in software products provided hereunder. GWI hereby grants to Customer a royalty-free, non-exclusive, nontransferable license, without
power to sublicense, to use software provided hereunder solely for Customer's own internal business purposes on the hardware products provided hereunder and to use the
related documentation solely for Customer's own business purposes. This license terminates when Customer's lawful possession of the hardware products provided
hereunder (and with respect to which such software is intended to be used) cease, unless earlier termination as provided herein. Absent GWI's written request, Customer
agrees to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related documentation
provided hereunder. Customer may not disassemble, decompile, reverse engineer, copy, modify, enhance or otherwise change or supplement the software products provided
hereunder without GWI's prior written consent. GWI will be entitled to terminate this license if Customer fails to comply with any terms or conditions herein. Customer
agrees, upon termination of this license, immediately to return to GWI all software products and related documentation provided hereunder and all copies and portions thereof.
Certain of the software products provided by GWI may be owned by one or more third parties and licensed to GWI. Accordingly, GWI and Customer agree that such third partied
retain ownership of and title to such software products. The warranty provisions set forth herein shall not apply to software products owned by third parties and provided
hereunder.
Export Restrictions
Customer acknowledges that each of our products and any related software and technology, including technical information supplied by GWI or contained in documents (collectively
"Items"), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of
the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Customer
shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Customer shall
not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or
supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports had been denied or restricted by the U.S. government. Customer
shall cooperate fully with GWI in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold
GWI harmless from, or in connection with, any violation of this Section by Customer or its employees, consultants, agents, or Customers.
Hazardous Materials
Some materials are designated corrosive and/or oxidizer and/or hazardous by DOT and IATA. Some GWI materials may require special labeling and handling. Carriers may
add additional freight charges for handling/transporting these materials. Consolidating such material with other products may be prohibited. Additional freight charges
will be billed per the GWI shipping terms. Be sure to advise GWI of shipping instructions for these hazardous materials to reduce freight costs and any potential delays in
shipping.
Force Majeure
GWI shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, or other labor difficulty, act of God, act of any governmental authority, riot,
embargo, fuel or energy shortage, wrecks or delays in transportation, inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, or due to any
cause beyond GWI's reasonable control. In the event of a delay in performance due to any such cause, the date of delivery or time for completion of performance will be extended
by a period of time reasonably necessary to overcome the effect of such delay
Warranty
GWI warrants that GWI products will, in all material respects, be free from defects in material and workmanship and will conform to the product specifications stated in the user
documentation accompanying the product, when used in accordance with, and for the period stated in, such user documentation.
The duration of the warranty period applicable to GWI products can differ. In the event a warranty claim is made within the applicable warranty period, GWI, in its sole discretion,
will either repair or replace the product found to be defective, in accordance with customary warranty repair policies.
The warranties stated herein do not apply to GWI products that do not perform as described in the instructional documentation due to causes other than normal use, such as, but not
limited to accident, fault or negligence, operator error or misuse, or causes external to the products, including, but not limited to, electrical failure, fire or water damage, or
exposure to intense heat or cold. GWI may require, in its sole discretion, that the warranted product be made available at GWI's location, at the Buyer's expense, for inspection.
THE FOREGOING EXPRESS WARRANTIES ARE THE EXCLUSIVE TERMS AVAILABLE TO CUSTOMER AND TO ANY OTHER PERSON OR ENTITY TO WHOM GWI PRODUCTS ARE TRANSFERRED DURING THE WARRANTY PERIOD. THE
CORRECTION OF ANY DEFECT IN OR FAILURE OF PRODUCTS BY REPAIR OR REPLACEMENT IN ACCORDANCE WITH GWI'S POLICIES SHALL BE GWI'S LIMIT OF LIABILITY AND THE EXCLUSIVE REMEDY FOR ANY AND ALL
LOSSES, DELAYS OR DAMAGES RESULTING FROM THE PURCHASE OR USE OF GWI PRODUCTS. OTHER THAN THE WARRANTIES SPECIFICALLY STATED HEREIN, GWI DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE GWI
PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR THE LIMITED WARRANTY SPECIFICALLY STATED HEREIN, GWI MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF GWI PRODUCTS OR AS TO SERVICES PROVIDED TO ANY CUSTOMERS.
Limitation of Liability
THE LIABILITY OF GWI WITH RESPECT TO ANY GWI PRODUCTS SOLD HEREUNDER SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY THE CUSTOMER FOR SUCH GWI PRODUCT(S), AND IN NO EVENT SHALL SUCH DAMAGES
INCLUDE, AND GWI SHALL NOT BE LIABLE FOR, ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, PROMOTIONAL OR
MANUFACTURING EXPENSES, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF GWI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE
OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
Waiver
The failure of GWI to require the performance of any term or obligation of this Agreement, or the waiver by GWI of any breach of this Agreement, in any particular case will not prevent any
subsequent enforcement of such term or obligation to be deemed a waiver of any separate or subsequent breach.
Governing Law
These product terms and conditions is governed and construed in accordance with the laws of the State of California U.S.A. without regard to conflicts of laws principles. Any legal
action or proceeding related in any way to this Terms of Use Agreement or our Website shall be brought exclusively in the courts of Sacramento, California.
Validity Of Provisions
In the event any provision or portion of any provision of these terms and conditions shall be held invalid, void or otherwise unenforceable, such holding shall not affect the remaining part
or portions of that provision, or any other provision hereof.
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