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Standard Conditions of Sale
1. COMPLETE CONTRACT
This document contains the complete and exclusive statement of the terms of the contract between us. It supersedes all previous requests, quotations or agreements. Any additional or different terms will not be part of the contract unless approved by Byram Laboratories in writing.
Our quotes are subject to price at time of shipment, unless otherwise stated in our written quotation. On hold for release orders, prices are subject to change if you release material after our written quotation expiration date. Any applicable taxes will be added to the price, unless we receive a valid exemption certificate.
3. JOB QUOTATIONS
Unless otherwise stated on this document, our quotation for your use in submitting a job or project bid to your customer expires thirty (30) days from the date hereof, and may be withdrawn earlier by us if prior to your customer’s acceptance of your bid.
Each invoice shall be due and payable within its own terms unless otherwise approved by Byram Laboratories in writing. Any order from you represents that you are solvent. If you have be delinquent in payment or if we believe that your financial condition requires it, we reserve the right to require full or partial payment prior to manufacture or shipment of either the initial or subsequent installments. If payment is not made when due, (1) your account may be subject to suspension of open account privileges, and (2) you agree to pay a charge on the amount past due at the rate of 1½% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, you agree to pay us reasonable attorney’s fees and court costs, if any, incurred by us to collect payment and interest charges.
5. TITLE AND RISK OF LOSS OR DAMAGE
All sales are f.o.b. point of shipment, and thereafter you take title and responsibility for risk of loss or damage.
6. INTERPRETATION RESPONSIBILITY
When plans and specifications are involved, you are responsible to verify our interpretations of them. When substitutes are offered by us on any proposal, you are responsible for their acceptability.
Factory shipping dates given in advance of actual shipment are approximate and not guaranteed.
8. EXCUSABLE DELAYS
A party shall be excused from performance when, and to the extent that, such performance is delayed or prevented due to causes beyond the reasonable control of the non-performing party. These causes include, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by the manufacturer, or any other commercial impracticability. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay.
9. LIMITED WARRANTY
Byram Laboratories will use its best efforts to obtain from each manufacturer, in
accordance with the manufacturer’s warranty, the repair or replacement of goods that may prove defective in material or workmanship. This is your exclusive remedy. Except as to title, THERE ARE NO OTHER WARRANTIES, EITHER WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
10. LIMITATIONS OF REMEDIES AND DAMAGES
The total liability of Byram Laboratories and its suppliers to you, your customers or to any other person, relating to this contract, its performance or non-performance, or from the use of the products furnished, is limited to the price of the goods giving rise to the claim. Except as to title, all such liability shall terminate at the end of the manufacturer’s warranty period. Byram Laboratories and its suppliers will not, in any event, be liable for any special, incidental, consequential or penal damages including, but not limited to back charges; labor costs; costs of removal, replacement, testing or installations; loss of efficiency; loss of profits or revenues; loss of use of the products or any associated products; damage to associated products; lateness or delays in delivery; unavailability of products; cost of capital; cost of substitute products, facilities or services; downtime; or claims from your customers or other parties to you or directly to us for such damages.
11. HAZARDOUS BUSINESS
Unless otherwise agreed to by us, goods sold under this contract are not intended for use in connection with “safety-related” applications within any nuclear facility or any other hazardous activity such as aircraft, space exploration or other critical applications where failure of a single component could cause substantial harm to persons or property. We disclaim any liability if our standard commercial products are used in any such applications.
12. GOVERNMENT CONTRACTS
If you purchase products for sale to any U.S. Government, state or local
government agency, you are responsible to notify us of all government procurement conditions applicable to the sale when you request our quotation. We will review the conditions and advise you of our ability to comply.
If you export any of the goods sold hereunder, it is your responsibility, and not ours, to comply with all United States export control rules and regulations and we cannot be named as shipper or exporter of record.
You may cancel your order, provided that you give written notice to us and pay us cancellation charges, if any.
Any assignment of the contract will be void without the other party’s prior written consent, which will not be unreasonably withheld.
16. RETURNED GOODS
You will obtain a written return authorization from us before returning any items and pay us restocking charges, if any.