Environmental Resource Associates Inc. General Sales Terms and Conditions
By placing your order with ERA, you (“Buyer”) accept our standard order Terms and Conditions. THIS TRANSACTION IS EXPRESSLY CONDITIONED UPON AND SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS:
1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services made by Environmental Resource Associates Inc. (“ERA”) shall create a contract subject to and expressly limited by the terms and conditions contained herein. Buyer’s order and acceptance of the offer to purchase ERA products and/or services may only be made on the exact terms and conditions set forth herein; if additional or different terms are proposed by Buyer on a purchase order or confirmation, such additional or different terms shall not become a part of the contract formed by Buyer's acceptance of ERA’s terms. Receipt of the products sold hereunder or commencement of the services provided hereunder shall be deemed acceptance of these General Sales Terms and Conditions.
2. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event ERA is required to prepay any such tax or fee, Buyer will reimburse ERA. Payment terms shall be net thirty (30) days after shipment. If payment terms have not been established, orders from outside the United States must be pre-paid in U.S. dollars by either credit card or wire transfer. A bank wire transfer fee may be assessed with payments made through a wire transfer and will be indicated on the quotation. International orders are subject to additional charges. Freight charges are prepaid and added to the invoice. A fee is added to each invoice per shipment to cover regulated materials packaging and handling. ERA will charge sales taxes in states that ERA is registered to collect taxes in unless the Buyer has a current exemption certificate on file with ERA. Sales tax certificates can be mailed to ERASalesTax@waters.com.
3. Delivery and Shipment - All orders are shipped via two-day delivery service unless otherwise requested. Delivery terms shall be F.O.B. ERA shipping point (all methods of transport); identification of the products shall occur when they leave ERA shipping point at which time title and risk of loss shall pass to Buyer. ERA will make reasonable commercial efforts to ship the products or provide the services hereunder in accordance with the delivery date set forth in the quotation provided, that ERA accepts no liability for any losses or for general, indirect special or consequential damages arising out of delays in delivery.
4. Warranty - Orders should be checked immediately upon receipt for accuracy and any damage. Buyer should file warranty claim within two business days of determining that the product is not performing as expected. ERA will review the warranty claim and if deemed appropriate, ERA will promptly, in its sole discretion, either (i) replace the product or (iii) credit the Buyer’s account for the relevant product. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR SERVICES. ERA PROVIDES SERVICES ON AN “AS IS” BASIS AND SUCH SERVICES ARE NOT PROVIDED CONTINGENT ON THE OUTCOME OR RESULTS OF THOSE SERVICES. ERA EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Buyer's sole and exclusive remedies under this warranty shall be limited to (a) in the event of products, repair or replacement of the damaged product and/or (b) in the event of services, reperformance of the services rendered at ERA’s sole discretion. ERA SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR SERVICES. ERA’S TOTAL LIABILITY IN ANY EVENT UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS AND SERVICES TO WHICH THE DAMAGES RELATE AND, THE PARTIES AGREE THAT SUCH LIMITED LIABILITY IS A REASONABLE ALLOCATION OF THE RISKS INVOLVING THE PRODUCT.
5. Safety – ERA products may be hazardous and are intended for use by professional laboratory personnel trained in the competent handling of such materials. Buyer acknowledges and understands that responsibility for the safe use of ERA products rests entirely with Buyer. A Safety Data Sheet (SDS) for each ERA product may be obtained by visiting www.eraqc.com/sds.
6. Technical Advice - ERA may, at Buyer’s request, furnish technical assistance, advice and information with respect to the use of the products and/or the provision of services, if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such information, which is provided without charge at the Buyer`s risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4 ABOVE.
7. Distributors – If Buyer is authorized by ERA as a distributor of ERA products (“Distributor”), Distributor shall be licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to provide the goods or services promised, and no regulations or other obligations prohibit it from providing such goods or services. In particular, Distributor shall be solely responsible and liable for disclosing details of and registering (if mandatorily required) the imported Products with local applicable authorities. Distributor shall comply with all applicable laws and regulations affecting the import, export, re-export and in-country transfer of ERA’s products, including, but not limited, to the restrictions imposed by U.S. Export Laws, applicable international export laws, and U.S. and applicable international sanctions programs (“Compliance Laws”). Distributor acknowledges that Compliance Laws include, but are not limited to: (a) product/service/data-specific requirements, (b) ultimate-destination-specific requirements, (c) end-user-specific requirements, and (d) anti-bribery and anti-boycott laws and regulations. Distributor shall take no action which may subject ERA and/or its employees, directors, shareholders, supervisors or affiliates to penalties under the Compliance Laws, otherwise Distributor shall defend, indemnify and hold ERA and/or its employees, directors, shareholders, supervisors or affiliates harmless from any penalties, fines, damages, losses, liabilities, expenses, and others suffered by ERA due to Distributor's breach of these terms or violation against the Compliance Laws. In addition, in the event that ERA becomes aware of a reasonable possibility of Distributor's breach of any of the foregoing obligations, representations, and warranties under these terms, ERA shall be entitled to immediately suspend (i) the performance of its obligations, including any payment obligations; and/or (ii) the right of Distributor to conduct any activity for ERA. If ERA obtains evidence that Distributor has breached any of the foregoing obligations, representations and warranties, ERA will have the right to take remedial actions, including but not limited to conducting an investigation into Distributor’s suspected breach, terminate Distributor’s ability to distribute ERA products immediately, require a refund of amounts paid to Distributor and/or claim compensation for the losses and damages suffered by ERA and ERA affiliates as stated above.
8. Import Requirements - Buyer shall be responsible for obtaining any necessary import licenses or permits necessary for the entry of ERA products into the territory, or their delivery to Distributor. If Buyer is purchasing radiochemistry samples, Buyer must provide an RML license that is current at the time of sample order. Buyer shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the ERA products. Buyer and ERA shall cooperate to obtain the appropriate export licenses for the products and to submit all relevant documentation requested by the other party in connection therewith. Buyer shall comply with all applicable Compliance Laws, including, but not limited to, those related to anti-corruption, the chemicals control, the protection of personal data or applicable to transactions with consumers, if applicable, which apply to the sale of the ERA products to end customers.
9. Agents, etc. - No agent, employee or other representative has the right to modify or expand ERA standard warranty applicable to the products and/or services or to make any representations as to the products other than those set forth in the applicable user or operator's guide delivered with the products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between ERA and Buyer for the purchase of the products or services.
10. Fair Labor Standards - The products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standards Act of 1938 as amended.
11. Equal Employment - ERA is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status.
12. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this quotation and this Agreement may be modified and any breach thereunder may be waived only by a written and signed document by the party against whom enforcement thereof is sought.
13. Governing Law - The contract formed by Buyer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A.
14. Compliance with Laws - Buyer shall at all times comply with all applicable federal, state and local laws and regulations, including, without limitation, the provisions of the United States Export Control Laws as may be in effect for any of the products or services, and all applicable rules and regulations of domestic or international agencies with respect to the application of, as the case may be, Good Laboratory Practices ("GLP") or good Manufacturing Practices ("GMP").
15. Additional Terms and Conditions - This quotation is also subject to any terms and conditions applicable to the products or services offered by this quotation, which appear on the quotation. Any variance from the terms and conditions of this quotation in any order or other written notification from Buyer, will be of no effect.
16. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer's acceptance of this quotation or the sale of products and/or performance of the services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of these terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes ERA and Buyer each hereby irrevocably consents and submits.
17. Force Majeure - ERA shall have no liability for failure to perform, or delay in performance, in the delivery of any and all products manufactured or sold by ERA including any instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by ERA, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.
18. Custom Products - If Buyer requests ERA manufacture a custom product, ERA may decline to design or manufacture that product at any stage of the process if the product is unsuitable or commercially impractical to manufacture as specified. If so, ERA will notify Buyer, and Buyer will not be obligated to pay any fees for any expenses we incurred in connection with the declined product. If a custom component or material fails, ERA may delay or cancel a custom product’s delivery without liability to ERA. By submitting an order for a custom product, Buyer represents and agrees that Buyer (a) has given ERA all information to the best of Buyer’s knowledge regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or other use of the materials Buyer supplies to ERA; and (b) has the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product. The ERA standard warranty terms do not apply to custom products as these products are designed based on customer specifications and not in accordance with standard ERA product offerings.
19. Existing Agreement - In the event that an Agreement executed by both parties covering the goods or services to be purchased hereunder is in effect between ERA and Buyer at the date of this transaction, the terms and conditions contained therein will control this transaction with respect to those goods so covered to the extent that the terms and conditions contained in that Agreement are inconsistent with the terms and conditions of this Agreement or contain terms and conditions that are in addition to those contained in this Agreement.
1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services made by Environmental Resource Associates Inc. (“ERA”) shall create a contract subject to and expressly limited by the terms and conditions contained herein. Buyer’s order and acceptance of the offer to purchase ERA products and/or services may only be made on the exact terms and conditions set forth herein; if additional or different terms are proposed by Buyer on a purchase order or confirmation, such additional or different terms shall not become a part of the contract formed by Buyer's acceptance of ERA’s terms. Receipt of the products sold hereunder or commencement of the services provided hereunder shall be deemed acceptance of these General Sales Terms and Conditions.
2. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event ERA is required to prepay any such tax or fee, Buyer will reimburse ERA. Payment terms shall be net thirty (30) days after shipment. If payment terms have not been established, orders from outside the United States must be pre-paid in U.S. dollars by either credit card or wire transfer. A bank wire transfer fee may be assessed with payments made through a wire transfer and will be indicated on the quotation. International orders are subject to additional charges. Freight charges are prepaid and added to the invoice. A fee is added to each invoice per shipment to cover regulated materials packaging and handling. ERA will charge sales taxes in states that ERA is registered to collect taxes in unless the Buyer has a current exemption certificate on file with ERA. Sales tax certificates can be mailed to ERASalesTax@waters.com.
3. Delivery and Shipment - All orders are shipped via two-day delivery service unless otherwise requested. Delivery terms shall be F.O.B. ERA shipping point (all methods of transport); identification of the products shall occur when they leave ERA shipping point at which time title and risk of loss shall pass to Buyer. ERA will make reasonable commercial efforts to ship the products or provide the services hereunder in accordance with the delivery date set forth in the quotation provided, that ERA accepts no liability for any losses or for general, indirect special or consequential damages arising out of delays in delivery.
4. Warranty - Orders should be checked immediately upon receipt for accuracy and any damage. Buyer should file warranty claim within two business days of determining that the product is not performing as expected. ERA will review the warranty claim and if deemed appropriate, ERA will promptly, in its sole discretion, either (i) replace the product or (iii) credit the Buyer’s account for the relevant product. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR SERVICES. ERA PROVIDES SERVICES ON AN “AS IS” BASIS AND SUCH SERVICES ARE NOT PROVIDED CONTINGENT ON THE OUTCOME OR RESULTS OF THOSE SERVICES. ERA EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Buyer's sole and exclusive remedies under this warranty shall be limited to (a) in the event of products, repair or replacement of the damaged product and/or (b) in the event of services, reperformance of the services rendered at ERA’s sole discretion. ERA SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR SERVICES. ERA’S TOTAL LIABILITY IN ANY EVENT UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS AND SERVICES TO WHICH THE DAMAGES RELATE AND, THE PARTIES AGREE THAT SUCH LIMITED LIABILITY IS A REASONABLE ALLOCATION OF THE RISKS INVOLVING THE PRODUCT.
5. Safety – ERA products may be hazardous and are intended for use by professional laboratory personnel trained in the competent handling of such materials. Buyer acknowledges and understands that responsibility for the safe use of ERA products rests entirely with Buyer. A Safety Data Sheet (SDS) for each ERA product may be obtained by visiting www.eraqc.com/sds.
6. Technical Advice - ERA may, at Buyer’s request, furnish technical assistance, advice and information with respect to the use of the products and/or the provision of services, if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such information, which is provided without charge at the Buyer`s risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4 ABOVE.
7. Distributors – If Buyer is authorized by ERA as a distributor of ERA products (“Distributor”), Distributor shall be licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to provide the goods or services promised, and no regulations or other obligations prohibit it from providing such goods or services. In particular, Distributor shall be solely responsible and liable for disclosing details of and registering (if mandatorily required) the imported Products with local applicable authorities. Distributor shall comply with all applicable laws and regulations affecting the import, export, re-export and in-country transfer of ERA’s products, including, but not limited, to the restrictions imposed by U.S. Export Laws, applicable international export laws, and U.S. and applicable international sanctions programs (“Compliance Laws”). Distributor acknowledges that Compliance Laws include, but are not limited to: (a) product/service/data-specific requirements, (b) ultimate-destination-specific requirements, (c) end-user-specific requirements, and (d) anti-bribery and anti-boycott laws and regulations. Distributor shall take no action which may subject ERA and/or its employees, directors, shareholders, supervisors or affiliates to penalties under the Compliance Laws, otherwise Distributor shall defend, indemnify and hold ERA and/or its employees, directors, shareholders, supervisors or affiliates harmless from any penalties, fines, damages, losses, liabilities, expenses, and others suffered by ERA due to Distributor's breach of these terms or violation against the Compliance Laws. In addition, in the event that ERA becomes aware of a reasonable possibility of Distributor's breach of any of the foregoing obligations, representations, and warranties under these terms, ERA shall be entitled to immediately suspend (i) the performance of its obligations, including any payment obligations; and/or (ii) the right of Distributor to conduct any activity for ERA. If ERA obtains evidence that Distributor has breached any of the foregoing obligations, representations and warranties, ERA will have the right to take remedial actions, including but not limited to conducting an investigation into Distributor’s suspected breach, terminate Distributor’s ability to distribute ERA products immediately, require a refund of amounts paid to Distributor and/or claim compensation for the losses and damages suffered by ERA and ERA affiliates as stated above.
8. Import Requirements - Buyer shall be responsible for obtaining any necessary import licenses or permits necessary for the entry of ERA products into the territory, or their delivery to Distributor. If Buyer is purchasing radiochemistry samples, Buyer must provide an RML license that is current at the time of sample order. Buyer shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the ERA products. Buyer and ERA shall cooperate to obtain the appropriate export licenses for the products and to submit all relevant documentation requested by the other party in connection therewith. Buyer shall comply with all applicable Compliance Laws, including, but not limited to, those related to anti-corruption, the chemicals control, the protection of personal data or applicable to transactions with consumers, if applicable, which apply to the sale of the ERA products to end customers.
9. Agents, etc. - No agent, employee or other representative has the right to modify or expand ERA standard warranty applicable to the products and/or services or to make any representations as to the products other than those set forth in the applicable user or operator's guide delivered with the products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between ERA and Buyer for the purchase of the products or services.
10. Fair Labor Standards - The products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standards Act of 1938 as amended.
11. Equal Employment - ERA is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status.
12. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this quotation and this Agreement may be modified and any breach thereunder may be waived only by a written and signed document by the party against whom enforcement thereof is sought.
13. Governing Law - The contract formed by Buyer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A.
14. Compliance with Laws - Buyer shall at all times comply with all applicable federal, state and local laws and regulations, including, without limitation, the provisions of the United States Export Control Laws as may be in effect for any of the products or services, and all applicable rules and regulations of domestic or international agencies with respect to the application of, as the case may be, Good Laboratory Practices ("GLP") or good Manufacturing Practices ("GMP").
15. Additional Terms and Conditions - This quotation is also subject to any terms and conditions applicable to the products or services offered by this quotation, which appear on the quotation. Any variance from the terms and conditions of this quotation in any order or other written notification from Buyer, will be of no effect.
16. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer's acceptance of this quotation or the sale of products and/or performance of the services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of these terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes ERA and Buyer each hereby irrevocably consents and submits.
17. Force Majeure - ERA shall have no liability for failure to perform, or delay in performance, in the delivery of any and all products manufactured or sold by ERA including any instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by ERA, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.
18. Custom Products - If Buyer requests ERA manufacture a custom product, ERA may decline to design or manufacture that product at any stage of the process if the product is unsuitable or commercially impractical to manufacture as specified. If so, ERA will notify Buyer, and Buyer will not be obligated to pay any fees for any expenses we incurred in connection with the declined product. If a custom component or material fails, ERA may delay or cancel a custom product’s delivery without liability to ERA. By submitting an order for a custom product, Buyer represents and agrees that Buyer (a) has given ERA all information to the best of Buyer’s knowledge regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or other use of the materials Buyer supplies to ERA; and (b) has the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product. The ERA standard warranty terms do not apply to custom products as these products are designed based on customer specifications and not in accordance with standard ERA product offerings.
19. Existing Agreement - In the event that an Agreement executed by both parties covering the goods or services to be purchased hereunder is in effect between ERA and Buyer at the date of this transaction, the terms and conditions contained therein will control this transaction with respect to those goods so covered to the extent that the terms and conditions contained in that Agreement are inconsistent with the terms and conditions of this Agreement or contain terms and conditions that are in addition to those contained in this Agreement.