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General
The sale of product(s) by WTW shall be governed by these terms and conditions. WTW’s offer to sell products to you (“customer”) is expressly limited by customer’s acceptance of these terms and conditions, as evidenced by customer’s issuance of a purchase order for product(s), or customer’s acceptance of any product under the purchase order, or customer’s payment for any product under the purchase order. Additional or different terms or conditions proposed by a customer (including those that may be contained in customer’s purchase order) shall be void and of no effect unless a written agreement to the contrary is provided by WTW.
Certain Limits of WTW’s Obligation
Customer’s order for product(s) is binding only when accepted by an authorized representative of WTW, and is accepted subject to the terms and conditions contained herein, which constitute the complete agreement between the parties. Except as set forth herein, there are no other agreements between us, oral or written, with respect to the products sold by WTW (including any made or implied from past dealings). Trade custom, trade usage and past performance are hereby superseded and shall not be used to interpret these terms and conditions.
Product Specifications
The technical specifications provided in WTW’s catalog, literature, or in any written quotations are intended to be accurate. However, in a continuing effort to improve our products, we reserve the right to make technical changes to products at any time during the period between the acceptance of your order and delivery; provided that such changes will not reduce the performance of the products sold. The technical documentation included with our offer and/or delivery, such as illustrations, drawings, indication of weight, etc. will only be binding upon WTW where expressly stated.
Confidentiality
Cost estimates, technical literature, drawings and other details provided to customer by WTW may contain data that embody trade secrets and confidential know-how of commercial value to WTW. Customer shall keep such information confidential, not disclose such information to any other person or entity, not use such information except in connection with the products supplied hereunder; and not sell, lease, loan or permit any other person or entity to use such information for any purpose, without WTW’s prior written consent. Nothing herein shall restrict the use of information available to the general public.
Price
Products shall be sold and invoiced at prices established by written contract between the parties, and, in the absence of a written contract, as quoted by WTW (provided customer has issued a purchase order which has been accepted by WTW prior to the expiration date of the quotation). The agreed prices are linked to type and quantity of product(s), and may therefore change if the customer desires to amend his or its order. In the event of cost increases pertaining to material and/or manufacturing of products during the period between acceptance of an order and delivery, we reserve the right to increase the sales price accordingly.
Product Shipment Terms
All products are sold F.O.B. point of shipment unless, otherwise specified in writing by WTW. All charges, expenses, fees, duties, taxes, expedite fee(s), and insurance related to the packing or transporting of products to customer’s designated site are charged to customer. Risk of loss and title shall pass to customer as soon as the products have been placed with a transport agent. The equipment will be insured for transit only at customer’s specific request, with corresponding costs being charged to customer. Unless specified by customer, WTW will select the means of shipping and routing which it deems appropriate. Although reasonable efforts will be made, no assurance can be given that WTW will select the most reliable or economical method of transportation, and we expressly disclaim responsibility therefor.
Minimum Order Requirements
WTW products are sold exclusively through Laboratory Products Distributors. We have minimum dealer product order requirements of $ 50.00 for domestic dealers and $100.00 for international dealers. An “order” is considered to be a purchase order for products to be shipped to a single location.
Drop Shipments in U.S. and Canada
Upon customer’s request, standard drop shipment orders will be shipped to customer’s end-user within five (5) business days of the order date, subject to stock availability. For faster processing, see “Rush Orders” below. Drop shipment is only available to U.S. and Canadian destinations.
Rush Orders
Customers and Dealers in the U.S.: There is a $25.00 expedite fee for orders guaranteed to ship by the next business day “subject to stock availability”. There is a $50.00 surcharge for orders requesting same day shipment provided WTW receives the order by 2:00 EDT and “subject to stock availability”.
Customers and Dealers in Canada: Rush orders will be subject to a $50.00 expedite fee and will be shipped within two (2) business days “subject to stock availability.”
Customers and Dealers outside the U.S. and Canada: Contact your WTW Customer Service representative for rush order scheduling. All International rush orders carry a $50.00 incremental charge per order. Freight charges are prepaid and added or freight collect. All rush orders are subject to stock availability.
Restocking Charges
Prior approval must be obtained from WTW to return any product. (See contact information listed below under “To Return Goods.”) Only new (in-the-box) goods may be returned, and only within 30 days of shipment by WTW, for credit. Older items, service parts, and discontinued items cannot be returned.
Any item returned for credit as a result of an incorrect purchase without a reorder will be subject to a 25% restocking charge, based on the original price of the product returned. (International customer’s restocking fee of 25% will be based on the international price.)
Short Shipments
WTW must be notified within 30 days of receipt of invoice of any item or billing discrepancies. A credit memo will be issued to remedy all substantiated claims of short shipments and a new order placed for the missing products. Any shipment discrepancy claimed after 30 days of invoice date will not be honored and WTW will not issue credit therefor.
Notice of Defects
The customer is required to examine the product(s) delivered immediately upon receipt thereof and to report to WTW in writing any visible defects within 10 working days of receipt. Defects that are not visible must be reported to WTW in writing within 10 days after discovery of such defect. Failure to report defects strictly within the time periods previously stated will be deemed an unqualified waiver of any and all rights to warranty claims.
To Return Goods
Prior approval must be obtained from WTW to return any product. Contact WTW, at the number listed below, within 30 days of receipt of goods for a return authorization number. No returns will be permitted after this 30-day period, unless otherwise authorized by WTW.
WTW Inc.
Toll Free: 800.645.5999
Tel: 781.569.0095 or 781.932.3191
Fax: 781.932-3198
Please refer to our website for mailing address.
WTW will not accept returns for consumable products that have been opened including, but not limited to, solutions, buffers, standards, filling solutions, accessories, power cords and interface cables. Customers are advised to contact WTW’s customer service with any questions.
Product Use
Electrochemistry products are intended for laboratory and field use only. The well-being of individuals using these products is dependent on the proper operation and maintenance of the products, as well as safe laboratory and field practice. Please refer to the owner’s guide and user documentation for details regarding the proper use and operation of our products.
Software
With respect to any software incorporated in or forming a part of the products sold hereunder, WTW and customer intend and agree that such software is being licensed and not sold, and that the words “purchase”, “sell”, or similar or derivative words are understood and agreed to mean “license,” and that the word “customer” or similar or derivative words are understood and agreed to mean “licensee.” Notwithstanding anything to the contrary contained herein, WTW or its licensor, as the case may be, retains all rights and interest in software products provided hereunder.
WTW hereby grants to customer a royalty-free, non-exclusive, nontransferable license, without power to sublicense, to use software provided hereunder solely for customer’s own internal business purposes on the hardware products provided hereunder and to use the related documentation solely for customer’s own internal business purposes. This license terminates when customer’s lawful possession of the hardware products provided hereunder (and with respect to which such software is intended to be used) cease, unless earlier termination as provided herein. Customer agrees to hold in confidence and not to sell, transfer, license, loan or otherwise make available in any form to third parties the software products and related documentation provided hereunder. Customer may not disassemble, decompile, reverse engineer, copy, modify, enhance or otherwise change or supplement the software products provided hereunder without WTW’s prior written consent. WTW will be entitled to terminate this license if customer fails to comply with any terms or conditions herein. Customer agrees, upon termination of this license, immediately to return to WTW all software products and related documentation provided hereunder and all copies and portions thereof.
Certain of the software products provided by WTW may be owned by one or more third parties and licensed to WTW. Accordingly, WTW and customer agree that such third partied retain ownership of and title to such software products. The warranty provisions set forth herein shall not apply to software products owned by third parties and provided hereunder.
Export Restrictions
Customer acknowledges that each of our products and any related software and technology, including technical information supplied by WTW or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “ERA”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Customer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Customer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports had been denied or restricted by the U.S. government. Customer shall cooperate fully with WTW in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold WTW harmless from, or in connection with, any violation of this Section by Customer or its employees, consultants, agents, or customers.
Hazardous Materials
Some materials are designated corrosive and/or oxidizer by DOT and IATA. Some WTW materials may require special labeling and handling. Carriers may add additional freight charges for handling/transporting these materials. Consolidating such material with other products may be prohibited. Additional freight charges will be billed per the WTW shipping terms. Be sure to advise WTW of shipping instructions for these hazardous materials to reduce your freight costs.
Force Majeure
WTW shall not be liable for failure to perform or for delay in performance due to fire, flood, strike, or other labor difficulty, act of God, act of any governmental authority, riot, embargo, fuel or energy shortage, wrecks or delays in transportation, inability to obtain necessary labor, materials, or manufacturing facilities from usual sources, or due to any cause beyond WTW’s reasonable control. In the event of a delay in performance due to any such cause, the date of delivery or time for completion of performance will be extended by a period of time reasonably necessary to overcome the effect of such delay
Warranty
WTW warrants that WTW products will, in all material respects, be free from defects in material and workmanship and will conform to the product specifications stated in the user documentation accompanying the product, when used in accordance with, and for the period stated in, such user documentation.
The duration of the warranty period applicable to WTW products can differ. Customers are directed to refer to WTW’s website for the specific warranty period applicable to each of our products.
In the event a warranty claim is made within the applicable warranty period, WTW will either repair or replace the product found to be defective, in accordance with customary warranty repair policies.
The warranties stated herein do not apply to WTW products that do not perform as described in the instructional documentation due to causes other than normal use, such as accident, fault or negligence by customers, operator error or misuse, or causes external to the products, including, but not limited to, electrical failure, fire or water damage, or exposure to intense heat or cold.
THE FOREGOING EXPRESS WARRANTIES ARE THE EXCLUSIVE TERMS AVAILABLE TO CUSTOMER AND TO ANY OTHER PERSON OR ENTITY TO WHOM WTW PRODUCTS ARE TRANSFERRED DURING THE WARRANTY PERIOD. THE CORRECTION OF ANY DEFECT IN OR FAILURE OF PRODUCTS BY REPAIR OR REPLACEMENT IN ACCORDANCE WITH WTW’S POLICIES SHALL BE WTW'S LIMIT OF LIABILITY AND THE EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES, DELAYS OR DAMAGES RESULTING FROM THE PURCHASE OR USE OF WTW PRODUCTS. OTHER THAN THE WARRANTIES SPECIFICALLY STATED HEREIN, WTW DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WTW PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR THE LIMITED WARRANTY SPECIFICALLY STATED HEREIN, WTW MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF WTW PRODUCTS OR AS TO SERVICES PROVIDED TO ANY CUSTOMERS.
Limitation of Liability
THE LIABIILTY OF WTW WITH RESPECT TO ANY WTW PRODUCTS SOLD HEREUNDER SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY CUSTOMER FOR SUCH WTW PRODUCT(S), AND IN NO EVENT SHALL SUCH DAMAGES INCLUDE, AND WTW SHALL NOT BE LIABLE FOR, ANY INCIDENTIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF WTW HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, AND IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
Governing Law
These product terms and conditions is governed and construed in accordance with the laws of the Commonwealth of Massachusetts U.S.A. without regard to conflicts of laws principles. Any legal action or proceeding related in any way to this Terms of Use Agreement or our Website shall be brought exclusively in the courts of Boston, Massachusetts.
Validity Of Provisions
In the event any provision or portion of any provision of these terms and conditions shall be held invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that provision, or any other provision hereof.
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Product Terms & Conditions