General Terms & Conditions
1. Acceptance-Buyer’s placement of this order shall create a contract subject to and expressly limited by these terms and conditions. Acceptance may only be made on the exact terms and conditions hereof and if additional or different terms are proposed by Buyer, such response shall constitute a counteroffer. THE TERMS OF THIS CONTRACT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYERS PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.
2. Prices, Taxes and Payment – All prices are firm unless otherwise agreed to in writing. membraPure reserves the right to change the prices and specifications of its Products at any time without notice. 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 membraPure is required to prepay any such tax, Buyer will reimburse membraPure. An interest charge equal to 1 1/2% per month (18% per year) will be added to invoices outstanding beyond payment term. In addition membraPure reserves the right to require C.O.D. payment terms from any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record. membraPure may also refuse to sell to any person until overdue accounts are paid in full.
3. Delivery and shipment – membraPure will make every effort to ship the Products or provide the services hereunder in accordance with the requested delivery date, provided, that membraPure accepts no liability for any losses or for general, special or consequential damages arising out of delays in delivery. Shipment of all Products shall be ex works; identification of the Products shall occur when they leave membraPure’s premises, at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by membraPure the amount thereof shall be reimbursed to membraPure.
4. Inspection – Buyer shall be responsible for inspecting all Products shipped hereunder prior to acceptance, provided, that if, Buyer shall not have given membraPure written notice of rejection within 30 days following shipment to Buyer, the Products shall be deemed to have been accepted by Buyer.
5. membraPure’s Standard Warranty – membraPure warrants its products will meet their applicable published specifications when used in accordance with their applicable instructions for a period of 12 months from shipment of the products. membraPure MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The warranty provided herein and the data, specifications and descriptions of membraPure products appearing in membraPure’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of membraPure. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon.
In the event of a breach of the foregoing warranty, membraPure’s sole obligation shall be to repair or replace, at its option, the applicable product or part thereof, provided the customer notifies membraPure promptly of any such breach. If after exercising reasonable efforts, membraPure is unable to repair or replace the product or part, then membraPure shall refund to the customer all monies paid for such applicable product or part. membraPure SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS.
A cancellation of the order more than 3 days after ordering will lead to a handling charge of 14% of the original order value.
6. Returned Goods – No Products shipped under this contract may be returned without the express prior authorization of membraPure. All returns of Products are subject to a restocking charge. No returns will be authorized after 60 days following shipment to Buyer.
7. Technical Advice – membraPure may, at Buyer’s request, furnish technical assistance, advice and information with respect to the Products 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 subject to the disclaimers set forth in paragraph 5 above.
8. Agents, etc. – No agent, employee or other representative has the right to modify or expand membraPure’s standard warranty applicable to the Products or to make any representations as to the products other than those set forth in membraPure’s product literature and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this contract.
9. Equal Employment Opportunity – membraPure 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. The membraPure Equal Opportunity Certificate, which is mailed annually to all vendors and vendees, is incorporated into this contract by reference.
10. Modifications, Waiver, Termination – This contract may be modified and any breach hereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought.
11. Governing Law – This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of Germany.
12. Arbitration – Any and all disputes or controversies arising under, out of or in connection with this contract or the sale or performance of the Products shall be resolved by final and binding arbitration in London, England and will be in the English language. The arbitration will be conducted under the rules and auspices of the London Court of International Arbitration. Notwithstanding anything to the contrary in such rules: the arbitrators will have no power to order discovery; the arbitrators will follow such procedures and enter such orders and conduct the hearing under conditions which ensure at least the same degree of confidentiality for each party as provided for the Manufacturer , and which adequately protect the participants from disclosure of highly sensitive information to anyone other than the arbitrators and lawyers (or comparable legal representatives) and reasonably necessary expert witnesses, and the arbitrators shall require pre-hearing exchange of documentary evidence to be relied upon by each of the respective parties in their respective cases in chief, and pre-hearing exchange of briefs, witness lists and summaries of expected testimony. The arbitrators will make their decision in writing; and their decision will be binding upon the Parties and it may be entered by any court having jurisdiction.