Terms & Conditions of Sale

1. General Terms

These Standard Terms and Conditions of Sale and the non-conflicting provisions in Spectros Instruments Inc.'s quotation, if any, (the “Agreement”) shall govern in all respects all sales and use of any product, (“Product” or “Products”) and services (“Services”) from Spectros Instruments Inc. (“Seller”) by the purchaser (the “Buyer”), including without limitation future replacement Products purchased by Buyer. If this writing differs in any way from the terms and conditions of Buyer's order or if this writing is construed as an acceptance or as a confirmation acting as an acceptance, then Seller's acceptance is EXPRESSLY MADE CONDITIONAL ON BUYER'S ASENT TO ANY TERMS AND CONDITIONS CONTAINED HEREIN THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED IN BUYER'S WRITING. Further, this writing shall be deemed notice of objection to such terms and conditions of Buyer. If this writing is construed as the offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. No purchase order or any other purchasing instruments of Buyer shall be effective to contradict, modify, delete from, or add to the terms of this Agreement unless expressly agreed to and accepted by Seller in writing. This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral, written, or electronic and all other communications between the parties relating to the subject matter of this Agreement. Seller's quotations are offers that may only be accepted in full. Buyer shall be deemed to accept this Agreement upon the occurrence of any of the following: (i) Buyer's acceptance of Seller's quotation to which this Agreement is attached; (ii) Buyer's delivery of an order for Products to Seller (via purchase order, shipping schedule or any other means of communication): and/or (iii) Buyer's acceptance of delivery of, or payment for, the Products, irrespective of any terms added or deleted by Buyer. All questions arising hereunder shall be interpreted and resolved in accordance with the Commercial Code of the Commonwealth of Massachusetts without regard to its conflict of law provisions and excluding the United Nations Convention on the International Sale of Goods. All actions arising hereunder shall be instituted in Worcester County, MA. Buyer hereby consents to the jurisdiction of the state and federal courts sitting in Worcester County and agrees to appear in action upon written notice thereof. Buyer shall not assign this Agreement to any third party by operation of law, or in bankruptcy, or otherwise without prior written consent of Seller. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and transferees. Seller's failure to insist on strict performance of this Agreement or to enforce a default upon the occurrence of any single, repeated, or continuing violation of any particular term or condition hereof, shall not be considered a waiver of Seller's right to insist on strict performance of this Agreement or to enforce a default with respect to the violation of any other term or condition or, at any later time or upon any subsequent occurrence, with respect to that particular term or condition. If any of the provisions of this Agreement are held to be invalid, illegal, or unenforceable, then such provision shall be ineffective only to the extent of such invalidity and the unaffected provisions of this Agreement shall be unimpaired and remain in full force and effect. Each Party's obligations which by their nature are intended to survive beyond the termination, cancellation, or expiration of this Agreement, shall survive.

2. Resale of Products

Unless Buyer is a party to a distribution agreement with Seller which governs Buyer's resale of Products, Buyer may only resell Products purchased hereunder upon terms and conditions no less favorable than Seller's current Standard Terms and Conditions of Sale (as posted on www.spectrosinstrument.com), including without limitation warranty and limitation of liability provisions. Buyer agrees to indemnify, hold harmless, and defend Seller from and against all claims and lawsuits, including attorney fees, to the extent such claims and lawsuits arise from Buyer's failure to include such terms and conditions to a remote buyer.

3. Fees and Payment

Buyer agrees to pay the fees for the Product (the “Product Fee”). Fees for services shall be itemized separately on Seller's quote and invoice (the “Service Fee”, together with the Product Fee, the “Fees”). All orders are subject to credit approval at the time of entry. Unless otherwise agreed to in writing by the parties, Terms, are net thirty (30) days, minimum order of $50 ($250 for export orders) and shall be those prices in effect at the time Seller accepts Buyer's order, except as provided below. Minimum order will be waived for orders drop shipped to the End User and shipped via Next Day Air or Second Day Air. The minimum order will not be waived for shipments outside the continental United States. As Seller's prices are based upon costs and conditions (including exchange rates) existing at the time of acceptance, prices are subject to increase as those conditions change, e.g., increase in price of materials and labor and exchange rate fluctuations. Fees are exclusive of all shipping and handling charges, including hazardous material charges as appropriate duties, tariffs, value added taxes, sales taxes, use taxes, or assessments levied by any federal, state, municipal or other government authority that may be owed by Buyer as a result of this Agreement, the purchase of the Product and Services, or other charges which may be imposed upon the sale, resale, or use of the Products. Such charges paid by Seller shall be for Buyer's account. Any claim for exemption from such charges must be plainly designated on the face of the order and accompanied by all required exemption certificates. Unless specifically stipulated on an invoice or otherwise agreed to in writing by the parties, Fees shall be in U.S. Dollars and are due upon Buyer's receipt of the invoice, without right to deductions or set-off. Seller may require payment to be made C.O.D. or via irrevocable letter of credit in favor of, and acceptable to, Seller, established at Buyer's expense. If payment is not made when due, Seller may suspend all future delivery or other performance with respect to Buyer without liability or penalty and, in addition to all other sums payable hereunder, Buyer shall pay to Seller (1) the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce collection or to preserve and protect Seller's rights hereunder, whether by legal proceedings or otherwise, including without limitation reasonable attorneys' fees, court costs and other expenses and (2) interest on all amounts unpaid after 30 days charged at the lesser of (a) the rate of 2% per month or (b) the highest rate permitted by law.

4. Warranty Statement

All equipment sold hereunder is warranted to be free from defects in material and workmanship at the time of shipment to Purchaser. The warranty period for Spectros Instruments Monitors is 1-year parts and labor. Spectros Instruments warrants that, during the Warranty Period, the Product will, with normal use and service, be free from faulty parts, manufacture, or workmanship. Service may be provided either onsite at customer facility or at agent's depot. All Spectros Instruments Monitors when received onsite by Customer will be proven to be in good working order by Customer with Acceptance Test Protocol. This warranty is subject to the following LIMITATIONS:

1. This warranty does not extend to any of Spectros Instruments' Equipment which has been subject to misuse, accident, abuse, neglect, or improper installation or storage, maintenance, or application, nor does it extend to products which have been repaired or altered by an unauthorized representative of Spectros Instruments.
2. All warranties are null and void if Monitors are used without incorporation of Spectros Instruments Integrated Sample Conditioning System-Filter Systems for removal of particulate and/or condensed water or non-condensed water vapor.
3. Warranty excludes all wetted parts of the monitor whose replacement is then at sole discretion of Spectros Instruments Service Department.
4. Spectros Instruments shall not be liable for any loss of profits, indirect, special, incidental, or consequential, damages or other similar damages.
5. The warranties described herein are exclusive and given and accepted in lieu of all other liability or warranties on the part of Spectros Instruments, express or implied, in fact or in law. All implied warranties are expressly excluded and disclaimed.
6. Spectros Instruments' liability to Purchaser (or that of Seller's Agent/Representative) arising out of the supporting of the Equipment or the Work, or its use, whether based on warranty, contract, negligence shall not in any case, exceed the cost of correcting defects in the Equipment of the Work as herein provided but shall, in all events, be limited to a maximum of the purchase price.