| Terms and Conditions
These terms and conditions of sale (“Terms and Conditions”) relate to certain
goods and services provided (“Products”) by Imagine Instruments, LLC, a Delaware
limited liability company, (“Company”) to the purchaser of such goods and services
(“Customer”). Any additional or different terms, including but not limited to those
on Customer’s purchase order, are hereby objected to and specifically rejected by Company.
All amounts payable to Company shall be in US dollars, including all applicable
taxes, fees, transportation, insurance, and other charges. Company will invoice
Customer for each shipment. If all Products in Customer’s purchase order are not
shipped at the same time, Company will invoice Customer at the time of shipment for
the products that are shipped. All payments in US dollars, are due net 30 calendar
days after the date of invoice unless otherwise mutually agreed. Any unpaid due
amounts will be subject to interest at 1.5% per month or the highest rate permitted
by law, whichever is less. Any returned checks are subject to a $35 fee.
Should any action be necessary to recover any sum due to Company from Customer,
Company shall be entitled to recover costs of such action including reasonable
attorneys’ fees whether or not incurred in connection with issues of federal
bankruptcy law. Shipping allowances and prices are subject to change without
notice. Company cannot guarantee the pricing set forth in our catalog or on the
Company website. The Company is not responsible for any typographical errors contained therein.
Company retains title to all Products until Company receives full payment. Customer is
responsible for any loss or damage to the Products until Company receives full payment.
If Customer does not make payment in accordance with the terms of the payment specified
or if the Company has any doubt as to the Customer’s financial responsibility, Company may,
at its option, (i) cancel the purchase order or (ii) refuse to perform any further work
under the purchase order unless Customer immediately pays for all Products that have been
delivered and pays in advance for all Products to be delivered. Any remedies contained in
this Section 1 shall be in addition to any remedies available at equity or law.
Shipment will be made in accordance with instructions issued by Company’s
shipping department. Customer assumes risk of all loss and damage resulting from
any cause whatsoever when the Products are delivered to carrier, to Customer, or
to Customer’s agent, whichever occurs first. All required shipping costs, insurance,
export/import duties, taxes (foreign and domestic) and any other related costs and risks
consistent with the designated shipping method shall be borne by
Customer for delivery of the Products to Customer’s chosen destination.
Shipping dates are approximate and are not guaranteed. Partial
deliveries shall be accepted by Customer and paid for at contract prices and terms.
3. WARRANTY/PRODUCT RETURNS
All Product orders are subject to written acceptance by Company by a duly authorized
agent of Company. All Products are
covered by a Limited Warranty for a period of 3 years from the date of
purchase which applies to defective Products only. COMPANY EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. Company will only accept the return of
defective Products. Such returns must be pre-approved by Company in
writing and an RMA (Return Material Authorization) number must be
issued by Company before Company will accept such return. Return
shipments not pre-approved by Company will be refused. Company will
inspect pre-approved returns to determine whether they are defective,
which determination by Company is final. Products must be returned in
the same or equivalent container and packaging materials in which they
were originally shipped. Customer retains title to any Products returned.
Return freight cost is the responsibility of Customer. If Company determines
a Product is defective, it may repair or replace the defective Product.
4. LIMITATION OF LIABILITY
COMPANY’S LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, FOR ANY
LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE MANUFACTURE,
SALE, DELIVERY, RESALE, REPAIR OR USE OF ANY PRODUCTS COVERED BY OR FURNISHED HEREUNDER,
SHALL IN NO CASE EXCEED THE LESSER OF THE COST OF REPAIRING OR REPLACING PRODUCTS FAILING
TO CONFORM TO THE WARRANTIES CONTAINED HEREIN, IF ANY, OR THE PRICE OF THE PRODUCTS OR PART
THEREOF WHICH GIVES RISE TO THE CLAIM. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONTINGENT DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE OR OTHER INTANGIBLE LOSS (EVEN IF COMPANY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE
PRODUCTS PURCHASED FROM COMPANY; (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS
RESULTING FROM ANY PRODUCTS PURCHASED OR OBTAINED FROM COMPANY; OR (III) ANY OTHER
MATTER RELATING TO PRODUCTS PURCHASED FROM COMPANY.
5. US GOVERNMENT CONTRACTS
If Customer’s order is placed under a contract with the United States Government,
Company agrees to comply with those contract provisions and regulations with which,
pursuant to law, it must comply and of which Customer has, at the time of
order placement, placed Company on notice. In no event will United States Government
Cost Accounting Standards apply. No provision of Customer’s contract with the
government will be binding on Company or the manufacturer except as expressly set
forth in this paragraph.
Customer agrees to defend and indemnify Company and its officers, directors,
agents and employees of and from any and all claims or liabilities asserted against
Company or its officers, directors, agents and employees in connection with the
manufacture, sale, delivery resale or repair or use of any Products covered by or
furnished hereunder arising in whole or in part out of or by reason of (a) the
failure of Customer, its agents, servants, employees or customers to follow
instructions, warnings or recommendations furnished by Company in connection
with such Products, (b) the failure of Customer, its agents, servants, employees
or customers to comply with all federal, state and local laws applicable to such
goods, or the use thereof, including the Occupational Safety and Health Act of 1970,
(c) the negligence of Customer, its agents, servants, employees or customers, or
(d) any defect, including but not limited to defects in the manufacture or design,
of any Products produced, manufactured, distributed, sold, resold, repaired or
used by Customer or its agents, servants, employees or customers.
All prices are exclusive of all taxes and import or export duties,
imposed by any city, state, federal or other government authority.
Liability for all taxes and import or export duties shall be assumed and
paid by Customer. Customer further agrees to defend and indemnify Company
against any and all liabilities for such taxes or duties and legal fees or
costs incurred by Company in connection therewith. Any Customer that is
located in Connecticut must remit sales tax with any purchase order unless
a valid Connecticut Resale Certificate has been provided.
8. ASSISTANCE AND ADVICE
Upon request, Company in its sole and absolute discretion may furnish
as an accommodation to Customer such technical advice or assistance as
is available in reference to the Products. Company assumes no obligation
or liability for the advice or assistance given or results obtained, all
such advice or assistance being given and accepted at Customer’s sole risk.
9. INTELLECTUAL PROPERTY
All designs, data, drawings, software, or other technical information supplied
by Company to Customer in connection with the sale of Products shall remain
Company’s sole property.
All specifications, drawings, designs, data, information, ideas, methods,
patterns, and/or inventions, made, conceived, developed, or acquired by
Company, incident to procuring and/or carrying out the delivery of Products
to Customer will vest in and inure to Company’s sole benefit. Customer agrees
that it will not use in any way Company’s trademarks and trade names, and it will
not publish, or cause to be published any statement, or encourage or approve any
advertising or practice, which may be detrimental to the good name, trademarks,
goodwill or reputation of Company or the Products.
10. FORCE MAJEURE
Company shall not be liable for delays in delivery or failure to manufacture
or deliver due to causes beyond its reasonable control, including but not limited
to acts of God, acts of Customer, acts of military or civil authorities, fires,
strikes, flood, epidemic, war, terrorism, riot, accident, delays in transportation, or
inability to obtain necessary labor, materials, components or services through
Company’s usual and regular sources at usual and regular prices.
11. EXPORT COMPLIANCE
Customer shall not, directly or indirectly, export, re-export, transfer, furnish or
ship Products in violation of any applicable export control laws or regulations of
any country having jurisdiction over the Products, including any and all US law or
US Government export controls. Customer agrees, at Customer’s own expense, to
comply with all applicable export laws and will, in accordance with the
indemnification provisions of these Terms and Conditions, indemnify,
defend and hold Company harmless from any claim against Company due to
Customer’s violation or alleged violation of any export laws.
12. GOVERNING LAW/VENUE AND JURISDICTION
All Product purchases and these Terms and Conditions are governed
by the laws of the State of Texas without reference to conflict
of law principles. The federal and state courts within Williamson County,
Texas will have exclusive jurisdiction to adjudicate any dispute
arising out of these Terms and Conditions, or the purchase, sale and
usage of any Products.
Each provision of these Terms and Conditions is severable from any and
all other provisions of these Terms and Conditions. In the event that any
provision of these Terms and Conditions is held to be invalid, the other
provisions shall continue in force and effect, and the offending provision,
to the extent practicable, shall be reformed so as to achieve its intended purpose.
The provisions of these Terms and Conditions that, by their essence
and context, are intended to survive performance by either or both parties
shall also survive the completion, expiration, termination or cancellation
of the purchase order.
This agreement constitutes the entire contract between Customer and Company
relating to the Products identified herein. No modifications hereof shall be
binding upon Company unless in writing and signed by Company’s duly authorized
representative, and no modification shall be effected by Company’s acknowledgment
or acceptance of Customer’s purchase order forms containing different provisions.
Trade usage shall neither be applicable nor relevant to these Terms and Conditions,
nor be used in any manner whatsoever to explain, qualify or supplement any of the
provisions hereof. No waiver by either party of default shall be deemed a waiver
of any subsequent default.
16. CUSTOM PRODUCTS & SPECIAL ORDERS
No returns or refunds will be made for items that are special ordered for you or
for unusual custom configurations of systems without the written consent of Imagine Instruments
in each instance prior to purchase. Please consult a Imagine Instruments
representative with questions.
Custom products are actually custom-built to fulfill individual orders.
Because of this, we require payment in advance.
Custom products are not typically kept in stock by us or our vendors and usually require
additional manufacturing and shipping times.
Custom products do not fall under our regular return policy. We do not
accept returns or cancellations.
Lasted Updated January 17, 2014