1) ACCEPTANCE OF ORDER. This document (the “Order”) sets forth the terms and conditions on which GretagMacbeth LLC (“GretagMacbeth”) is willing to sell to the buyer (“Buyer”) set forth on the front side of this document the products described on the front side hereof. Commencement of delivery of the products, and acceptance of such delivery by Buyer, shall constitute acceptance by Buyer of a contract on the terms and conditions herein. Notwithstanding anything to the contrary contained in this document or any of the Buyers forms, this sale is expressly conditioned on the terms and conditions set forth in this document and no others. GretagMacbeth rejects any offer embodying contrary terms and conditions and, in such case, these terms and conditions shall constitute a counter-offer by GretagMacbeth.
2) HOURS OF OPERATION. If you would like product, pricing or order status information, our customer service team is available to assist you Monday – Friday from 8 AM to 5 PM EST.
3) U.S AND CANADIAN SALES ONLY. The GretagMacbeth Store sells and ships products only within the continental United States, Alaska, Hawaii and Canada. No shipments can be made to APO or FPO addresses, United States territories, or addresses outside the United States or Canada. You may not export any products purchased at the GretagMacbeth Store.
4) SALES TO END USERS ONLY. The GretagMacbeth store sells and ships products to end user customers only.
5) DELIVERY POINT. All shipments shall be made to carrier FCA (Current Incoterms) GretagMacbeth plant, and risk of loss or damage to, or destruction of, the goods from and after their delivery to the carrier shall be with the Buyer unless provided herein to the contrary.
6) WARRANTY. GretagMacbeth warrants to Buyer that the products included with this Order shall be free from defects in workmanship and materials for the time period (the “Warranty Period”) set forth in GretagMacbeth’s standard warranty currently in effect, a copy of which may be obtained from GretagMacbeth. The warranty will be effective only if Buyer shall have notified GretagMacbeth of any defects promptly upon their discovery by Buyer and within the Warranty Period, and if GretagMacbeth’s examination of the part or component shall disclose to its satisfaction that the defect has been caused by defective workmanship or use of defective materials by GretagMacbeth. GretagMacbeth will replace or repair, without charge, but at GretagMacbeth’s option, any product shown to be otherwise than as warranted. The warranty obligation hereunder shall not apply to any defects caused by normal wear and tear, integration into or with other products by Buyer or others, use of after-market replacement parts not approved or supplied by GretagMacbeth, or neglect, misuse or other actions caused by the Buyer or any other entity. Except for its obligation to repair or replace products as set forth above, GretagMacbeth shall have no other liability for defects in products under any theory, including contract, tort (including, but not limited to gross negligence), or equity. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRETAGMACBETH GIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH PRODUCTS SOLD HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF YEAR 2000 COMPLIANCE.
In no way will GretagMacbeth be liable for any indirect, special, or consequential damages (including lost profits) in connection with or arising out of GretagMacbeth’s obligations under this warranty.
7) DELIVERY DELAY. Scheduled shipping dates are approximate and are subject to prompt receipt from Buyer of all information necessary to manufacture the goods. Time is not of the essence in the sale contemplated by the contract arising out of acceptance of Buyer’s order.
GretagMacbeth shall in no event be liable for any damages arising from any delay in manufacture, shipment or delivery of any goods hereunder. The happening of any contingency beyond GretagMacbeth’s reasonable control shall not constitute cause for cancellation of the order but shall extend GretagMacbeth’s time to delivery for a period equal to the duration of such contingency.
8) LIMITATION OF LIABILITY. IN NO EVENT WILL GRETAGMACBETH HAVE ANY LIABILITY WITH RESPECT TO THIS ORDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WILL GRETAGMACBETH HAVE ANY LIABILITY TO THE BUYER IN CONNECTION WITH ANY PRODUCTS IN EXCESS OF THE PURCHASE PRICE PAID BY BUYER FOR SUCH PRODUCTS.
9) PRICES. Prices and other terms quoted by GretagMacbeth are subject to change without notice. All prices and terms are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions that are not a part of the original quotation. All prices are quoted in United States Dollars unless otherwise specifically indicated.
10) PAYMENT. Terms of payment will be expressly provided herein. GretagMacbeth accepts Visa, MasterCard and American Express cards. At the time your order is placed, GretagMacbeth obtains a pre-approval from the credit card company for the amount of the order. Credit card billing occurs when your order ships. GretagMacbeth also accepts cashier's checks and money orders as valid forms of payment. Personal or business checks are not accepted. If you wish to pay by cashier's check or money order, you may order by phone at 1-800-622-2384. The cashier's check or money order must be payable to GretagMacbeth LLC., and include your web order number and/or a copy of your order. Please mail your payment to: GretagMacbeth LLC, 617 Little Britain Road, New Windsor, NY 12553, attn: Customer Service. GretagMacbeth must receive your payment within 10 calendar days or your order will be canceled. Please allow 1 business day for order processing after GretagMacbeth receives your payment. Title to all goods supplied hereunder passes to the Buyer only after GretagMacbeth receives payment for such goods in the United States currency.
11) RETURNS. All returns of goods must be approved in advance, by GretagMacbeth and must be issued a Return Authorization Number. This number is to be shown on the outside of the shipping container and referenced on the shipping documents. Freight is to be borne by the Buyer. Returns may be subject to a restocking charge.
12) CANCELLATION. Buyer may cancel it’s order only upon written notice to GretagMacbeth and upon payment of reasonable cancellation charges, which will take into account any expenses incurred by and commitments made by GretagMacbeth in reliance upon such order.
13) SPARE PARTS. Spare parts ordered hereunder may be new or remanufactured.
14) PATENTS AND TECHNICAL INFORMATION. GretagMacbeth retains all ownership and other rights to patents, trademarks, copyrights, trade secrets and other intellectual property rights related to the product covered by this Order and, except for the right to use the products purchased under this Order, Buyer obtains no rights to use any such intellectual property or information.
15) TAXES. The prices of the goods do not include sales, use, excise or similar taxes. Consequently, in addition to the prices quoted, the amount of any present or future sales, use, excise or other similar tax applicable to the sale of goods hereunder shall be borne and paid by Buyer, or in lieu thereof Buyer shall provide GretagMacbeth with a tax-exemption certificate acceptable to the taxing authorities involved.
16) ASSIGNMENT. No assignment of this contract shall be valid or binding upon GretagMacbeth unless such assignment shall be in writing and duly approved by GretagMacbeth by endorsement thereon of its consent thereto.
17) GOVERNING LAW. All questions relating to the construction and validity of the contract arising out of GretagMacbeth’s acceptance of Buyer’s order shall be governed by and construed under the laws of the State of New York.
18) ENTIRE AGREEMENT. All prior representations, conversations or preliminary negotiations shall be deemed to be merged into the Terms and Conditions set forth herein and in GretagMacbeth’s documents, and no waiver, alteration or modification of any of the provisions hereof shall be binding unless in writing and approved by GretagMacbeth at its main office. The Terms and Conditions set forth herein supersede and take precedence over any inconsistent terms and conditions set forth in Buyer’s Purchase Order or related documents (as if by Residents thereof).
19) SOFTWARE. Buyer is granted a license to use any software incorporated in each product covered by this order (“Licensed Software”). Buyer shall receive no ownership interest in connection with the Licensed Software, and Buyer shall use the Licensed Software only in connection with the product purchased under this order and for no other purpose. The Licensed Software constitutes a valuable work product in the form of trade secrets and confidential information which is the exclusive property of GretagMacbeth, and the Licensed Software cannot be copied, assigned, disclosed, or transferred, directly or indirectly, to third parties. GretagMacbeth will have no obligation to provide updates or new releases of the Licensed Software to Buyer.
20) U.S. REGULATIONS. This Order and performance by the parties hereunder shall also be subject to all applicable rules and regulations of the United States Government, including, but not limited to, export regulations of the United States Departments of Commerce and State, as they may be amended from time to time.
21) ARBITRATION. If the Buyer is a non-United States entity or is located outside of the United States, then, in the event of any dispute under this Order, GretagMacbeth may, in its sole discretion, give notice to Buyer that such dispute shall be resolved by arbitration conducted in accordance with the rules of the International Chamber of Commerce. The place of arbitration shall be New York, New York, U.S.A., and the arbitration shall be conducted in the English language. Buyer hereby consents to such arbitration upon notice by GretagMacbeth.
