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Unternavigation im Bereich: The Marker

Terms and Conditions of Sale

The sale of products and services ("Products") by Marker Test Diagnostics, Inc. and its divisions, subsidiaries, and affiliates ("Marker Test Diagnostics") to a customer ("Customer") are subject to these terms and conditions ("Agreement") regardless of other terms or conditions in any purchase order, document, or other communication of Customer ("Order") or Marker Test Diagnostics failure to object to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both Marker Test Diagnostics and Customer.

1. ORDERS.
Unless otherwise stated on the quote, Marker Test Diagnostics quotes are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by Marker Test Diagnostics. Contracts between Customer and Marker Test Diagnostics are formed upon Marker Test Diagnostics written acceptance, execution of Customer's Order and are subject to this Agreement. All Orders for Products that Marker Test Diagnostics identifies as non-standard or "NCNR" are non-cancelable and non-returnable. Marker Test Diagnostics may identify Products as non-standard or "NCNR" by various means including quotes, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without Marker Test Diagnostics consent. Marker Test Diagnostics reserves the right to allocate the sale of Products among its Customers.  

2. PRICES.
Unless otherwise stated on Marker Test Diagnostics proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties or any other charges or fees for additional services (collectively, "Additional Fees"). Unless otherwise stated on Marker Test Diagnostics proposal, quote or invoice, Customer is responsible for any and all Additional Fees.

3. TERMS OF PAYMENT.
Payment is due as stated on Marker Test Diagnostics invoice without offset or any deduction for withholding taxes or otherwise. On any past due invoice, Marker Test Diagnostics may charge interest from the payment due date to the date of payment at 18% per annum or the maximum amount allowed by applicable law, plus reasonable attorneys' fees and collection costs. At any time, Marker Test Diagnostics may change the terms of Customer's credit. Marker Test Diagnostics may apply payments to any of Customer's accounts. If Customer defaults on any payment, Marker Test Diagnostics may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits provided by Marker Test Diagnostics will expire if unused within 12 months.

4. DELIVERY.
Unless otherwise stated by Marker Test Diagnostics in writing, all Marker Test Diagnostics deliveries are EXW Marker Test Diagnostics warehouse or, for drop shipments, EXW the manufacturer's warehouse (INCOTERMS 2010). Marker Test Diagnostics delivery dates are estimates only and subject to Marker Test Diagnostics timely receipt of supplies. Marker Test Diagnostics is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.

5. WARRANTY
The Seller warrants that (subject to the other provisions of these Terms and Conditions) upon delivery, and for a period of 5 months from the date of manufacture (Is this because it matches the warranty we get from the manufacturer? May re-word this section if that is the case)

The Seller shall not be liable for a breach of any of the warranties in clause 5 unless:

  • (a) The Buyer gives written notice of the defect to the Seller, within 21 days of the time when the Buyer discovers or ought to have discovered the defect; and
  • (b) The Seller is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Buyer’s cost for the examination to take place there.

The Seller shall not be liable for a breach of any of the warranties in clause 5 if:

  • (a) The Buyer makes any further use of such Goods after giving such notice; or
  • (b) The defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

6. PRODUCT RETURN.
Customer may return Products to Marker Test Diagnostics only with a return material authorization ("RMA") number issued by Marker Test Diagnostics. (A) Returns for Visual Defect: Customer must notify Marker Test Diagnostics in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within three business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products. (B) Returns for Product Warranty: Customer must notify Marker Test Diagnostics in writing stating the specific Product defect within the warranty period. Marker Test Diagnostics will only issue an RMA if the defect (either for Visual Defect or for Product Warranty) is created solely by Marker Test Diagnostics or the original manufacturer, and only if Customer meets the notice requirement. Marker Test Diagnostics will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Customer must return the Products to Marker Test Diagnostics in compliance with Marker Test Diagnostics instructions in the RMA. Marker Test Diagnostics may assess all Products returned by Customer via RMA. If Marker Test Diagnostics determines such Products are not eligible for return, Marker Test Diagnostics will send such Products back to Customer on freight collect basis, or hold such Products for Customer's collection and on account at Customer's expense.

7. LIMITATION OF LIABILITY.
Marker Test Diagnostics liability to Customer is limited to Customer's direct damages up to an amount not exceeding the price of the Product at issue. This limitation of liability does not apply in case of death or personal injury caused by Marker Test Diagnostics negligence. Marker Test Diagnostics is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers). To the extent Marker Test Diagnostics cannot lawfully disclaim any implied or statutory warranties, Customer's statutory rights are not affected by this limitation of liability.

8. FORCES BEYOND MARKER TEST DIAGNOSTICS CONTROL.
Marker Test Diagnostics is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources).

9. USE OF PRODUCTS.
Customer shall comply with the manufacturer's Product specifications. Products are not authorized for use in life support systems, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold Marker Test Diagnostics harmless from any claims based on: (i) Marker Test Diagnostics compliance with Customer's designs, specifications, or instructions, (ii) modification of any Product by anyone other than Marker Test Diagnostics, or (iii) use of Products in combination with other products or in violation of this clause.

10. GENERAL.
A. This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the Marker Test Diagnostics entity that accepted Customer's Order ("Governing Country") is located without reference to the conflict of laws principles. If the Governing Country is the United States of America, the laws and courts of the State of Arizona will apply. The United Nations Convention for the International Sale of Goods shall not apply. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
B. Customer may not assign this Agreement without Marker Test Diagnostics prior written consent. Marker Test Diagnostics affiliates may perform Marker Test Diagnostics obligations under this Agreement. This Agreement is binding on successors and assigns.
C. The unenforceability or invalidity of any of these terms or conditions will not affect the remainder of the terms or conditions.
D. Products are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
E. Customer shall comply with all applicable laws, including anticorruption laws such as U.S. Foreign Corrupt Practices Act.
F. The parties agree that electronic signatures may be used and will be legally valid, effective, and enforceable.