Terms and Conditions

Terms and Conditions

Services

Upon acceptance, our company will provide the services described in the attached Quote. Any additional services requested by the client which were not discussed are not covered by the Quote and will incur additional charges. Additional services will require separate quoting and may not be feasible to perform concurrently with the initially scheduled work.  If separate quotes are approved and paid, we will make efforts to complete additional work during the original timeframe if scheduling allows it.

Delivery & Schedule

The services will be completed, and/or delivery of products will be made according to the estimated schedule. Both parties, in writing, will approve the schedule and it will be set forth in the Approved Purchase Order.

Changes

Changes to the delivery and performance of any products or services, including quantity, specifications, and scheduling, do not become binding until approved in writing by both parties. Any changes may result in additional or increased charges and possible changes in delivery schedule.

Incoterms

Shipping is ex-works unless otherwise stated. The Client is responsible for transportation. If the product is not picked up within 15 days from Delivery EXW a deposit fee equal to $1,000.00 a month (in increment of 1 month) will be applied, and after 30 days the product will be repossessed by the Company and a twenty percent (20%) re-stocking fee will be charged.

Payment Terms

All invoices for products and services described in the Quote are pre-pay unless terms have been pre-negotiated and are approved in writing by both parties and reported in the Approved PO.

Taxes

The client will be responsible for payment of all applicable federal, state, and local taxes and assessments (including sales, use, and similar) levied on the transaction. No tax exemption will be recognized unless a valid exemption certificate is provided.

Late Charges & Interest

Any invoices unpaid on or before the due date will begin to accrue interest after the due date until the invoice is paid at the lesser of fifteen (15%) percent per annum or the highest lawful rate.

Refunds and Returns

Any product returned will incur a twenty percent (20%) re-stocking fee. Before any product is returned it requires Return Authorization (RA) from Hamilton Thorne, please contact your sales representative or a Hamilton Thorne Customer Service representative for a return authorization number. Note any product returned without an RA number or not in its original packaging and unused will not be accepted and will be returned to the sender.

No prior installed and/or used medical devices or parts such as micromanipulators, incubators, microscopes etc. can be accepted for return or refund. All sales for this class of products are considered final unless they are unused and have not yet been installed and are in the original packaging.

Returns of special orders, custom orders, or specific equipment requiring special factory orders will not be accepted at any time.

LIMITATIONS OF LIABILITY AND CONSEQUENTIAL DAMAGES. IN NO EVENT WILL HAMILTON THORNE BE LIABLE FOR (A) DAMAGES FOR DESTRUCTION OF PROPERTY OR PERSONAL INJURY, EXCEPT TO THE EXTENT ARISING OUT OF ANY UNLAWFUL OR INTENTIONAL ACT BY HAMILTON THORNE OR (B) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF HAMILTON THORNE HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES).

The invalidity, in whole or part, of any of the foregoing paragraph will not affect the remainder of such paragraph. The limitations and disclaimers of Hamilton Thorne’s obligations and liabilities are intended to apply to the fullest extent permitted by law, and the invalidity of application thereof to any given circumstance will not affect such application to any other circumstance. Such limitations and disclaimers are intended to prevail over any provision in these Terms and Conditions to the contrary.

Governing Law and Jurisdiction

The Quote will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any legal action or proceeding arising out of the Quote will be brought only in the Commonwealth of Massachusetts.

Integration and Amendment

This Quote contains the complete agreement between the parties and supersede all previous and collateral agreements relating to the subject matter.  The Quote and these accompanying Terms and Conditions may only be amended by a writing signed by both parties.  To the extent that there is any conflict between the language of these Terms and Conditions and the Quote shall control.

Waiver

Waiver by a party of any default by the other will not be deemed a waiver of any other default irrespective of whether such default is similar or a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

Notices

Any notice or communication required or permitted will be given in writing, sent by (i) personal delivery, (ii) nationally recognized overnight delivery service with proof of delivery, or (iii) e-mail or facsimile (provided that such e-mail or facsimile is contemporaneously followed and confirmed by nationally recognized overnight delivery service in the manner previously described), addressed to the address first set forth above.

No Third Party Benefits

This Quote is entered into solely for the respective benefit of the parties and their respective successors and assigns, and nothing in this Quote will be construed as giving any entity other than the parties hereto, and their respective successors and permitted assigns, any right, remedy or claim.

Counterparts

The Quote may be executed in counterparts, including counterpart transmitted by e-mail or facsimile, each of which will be deemed an original, and all such counterparts will constitute one and the same agreement.

Section Headings

The section and subsection headings used herein are for reference and convenience only, and will not enter into the interpretation hereof.

Assignment

The Quote will be binding upon, and inure to the benefit of, the parties and their respective legal representatives, successors and permitted assigns. Neither party will assign, sublicense or otherwise transfer any of its rights, or delegate any of its duties, hereunder, in whole or in part, without the prior written consent of the other party.

Payment information is intentionally omitted from this document as it is a public site. Such information is contained within a separate version of the Hamilton Thorne Terms of Conditions, which are maintained by the Finance Department. Please request such information as needed for provision to customers