TERMS AND CONDITIONS OF SALE

All goods and services purchased from Hunter Associates Laboratory, Inc., (“HunterLab”) by purchaser shall be subject to the following terms and conditions:

PURCHASE ORDERS

These terms and conditions constitute the entire agreement between HunterLab and purchaser (the “Agreement”). HunterLab’s acceptance of purchaser's offer to purchase goods (the “Products”) or services is hereby expressly made conditional upon purchaser's acceptance of the terms and provisions stated herein, and purchaser’s assent to such terms and conditions of sale shall be conclusively presumed by purchaser’s order request, acceptance of delivery of all or any part of the Products, or use of any of the services ordered from HunterLab. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions herein stated, shall be binding upon HunterLab or purchaser unless mutually agreed upon in writing.

WARRANTIES

HunterLab warrants that at the time of shipment the Products manufactured by HunterLab will be free from any defects in material and workmanship. The warranty is in effect for a period of twelve (12) months, with the warranty period beginning on the date of shipment of the Products F.O.B. Reston, Virginia.

This warranty does not apply to lamps and fuses and does not apply to ancillary equipment, such as computers and peripherals, which may form part of a system and not are manufactured by HunterLab. Such ancillary equipment carries the manufacturer’s warranty at the time of shipment. HunterLab’s warranty is void if the Products have been subject to misuse, abuse, neglect, negligence, accident, improper testing or installation, improper storage or handling, abnormal physical stress or environmental conditions, any use in a manner inconsistent with the specifications, use, or maintenance directions for the Products, or used with any third-party product that has not been previously approved in writing by HunterLab, as determined by HunterLab in its sole discretion.

PURCHASER ACKNOWLEDGES AND AGREES THAT HUNTERLAB MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND THAT ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE AFORESTATED OBLIGATION ARE HEREBY DISCLAIMED BY HUNTERLAB AND EXCLUDED FROM THIS AGREEMENT.

LIMITATION OF LIABILITY

Purchaser understands and agrees that HunterLab’s liability, whether based upon contract, tort, under any warranty, negligence, or otherwise, shall not exceed the purchase price paid by purchaser, and under no circumstances shall HunterLab be liable for special, indirect, or consequential damages. The price stated for the Products is in consideration of limiting HunterLab’s liability. Purchaser acknowledges and agrees that no action, regardless of form, arising out of the transactions under this Agreement may be brought by purchaser more than one (1) year after the cause of action has accrued.

PRICES

All prices for the Products shall be as indicated in the quotation.

SHIPMENT

Unless otherwise mutually agreed upon in writing, delivery of the Products hereunder shall be F.O.B. origin, with transportation and insurance expenses paid by purchaser. Title to the goods and risk of loss and damage shall pass to purchaser upon delivery to a carrier at the point of origin and such delivery shall constitute delivery to purchaser. HunterLab retains, and purchaser grants to HunterLab, a security interest in the Products hereunder until full payment is received by HunterLab. All Products will be packed for shipment in accordance with standard commercial practices unless otherwise agreed in writing. Unless shipment terms are explicitly stated, HunterLab will use discretion in the method of shipment. Any claims for loss or damages after risk of loss has passed herein provided shall be filed directly with the carrier by purchaser, with a copy of such claim provided to HunterLab.

TAXES

Unless a tax exemption certificate acceptable to HunterLab is provided by purchaser, HunterLab will add to the prices for the Products amounts equal to any taxes resulting from any purchases, if HunterLab is registered to collect such tax.

DELIVERY AND DELAY

Any delivery dates quoted or acknowledged are provided solely for the purchaser’s information and do not constitute a commitment to deliver the Products in accordance therewith. Shipments of any Products purchased are subject to HunterLab’s availability of the Products according to HunterLab’s manufacturing schedule. HunterLab shall not be liable to the purchaser for delays or failures in performance resulting from causes beyond the reasonable control of HunterLab, including, but not limited to, acts of God; acts of government or its agencies, including laws, regulations, and judicial actions; strikes or other labor disputes or disturbances; power disruptions; riots or civil disturbances; acts of war; pandemics; or failures of communication, utility, transportation, or supply (each a “Force Majeure Event”). If HunterLab is unable to perform as a consequence of the occurrence of a Force Majeure Event, HunterLab’s obligation shall be suspended, and non-performance shall be excused, during such Force Majeure Event, subject to HunterLab giving written notice to the purchaser, in reasonable detail, of the cause of the inability. HunterLab will use diligent efforts to remedy the situation, so far as is commercially reasonable and practicable. HunterLab shall provide the purchaser prompt written notice of the cessation of the Force Majeure Event. In the event that HunterLab is unable to remedy the Force Majeure Event and resume performance in accordance with the other terms of this Agreement within six (6) months of the occurrence of the Force Majeure Event, either party shall have the right to terminate this Agreement by providing written notice of termination to the other.

INSPECTIONS AND RETURNS

The purchaser may inspect the Products, or provide for such inspection, at the place of manufacture. Returns for damage or incorrect items may be allowed only with a Return Material Authorization (RMA) number. Unless an RMA number is assigned, HunterLab cannot accept responsibility for any damage or error. All returns for credit are subject to a restocking charge of twenty-five percent (25%) of the purchase price. Purchaser must address all shipments to:

Hunter Associates Laboratory, Inc.
11491 Sunset Hills Road
Reston, Virginia 20190
Attn: QA Department
Ref: RMA#____

CANCELLATIONS AND CHANGE ORDERS

Orders for the Products (other than for special orders or customdesigned products) may be cancelled or changed by purchaser only upon written notice to HunterLab and upon payment to HunterLab of a cancellation/change order charge of ten percent (10%) of the selling price. Orders for special orders or custom-designed products may not be cancelled.

SERVICE AND REPAIRS

HunterLab offers complete service for all instruments it manufactures. If equipment is not functioning properly, contact HunterLab for technical assistance by email at Support@hunterlab.com or by phone at 703-471-6870. Prior to the return of any goods for service, purchaser must obtain a Service Repair Order (SRO) (instrument model number and serial number required when requesting SRO).

INDEMNITY AND INSURANCE

HunterLab shall maintain a claims-made products liability policy with respect to the Products purchased by purchaser and, at the request of purchaser, shall name purchaser as an additional insured to the extent such endorsement is available at no additional cost to HunterLab. To the extent covered by such insurance policy, HunterLab shall defend, indemnify, and hold purchaser (and its agents, representatives, employees, officers, directors, affiliates, successors and assigns, and customers) harmless from and against any claim of a defect in the products.

NON-WAIVER OF BREACH

Waiver by HunterLab of purchaser’s breach of any of the terms and conditions shall not be construed as a waiver of any prior, concurrent, or subsequent breach.

VENUE AND APPLICABLE LAW

This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Virginia. Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of the Commonwealth of Virginia, including its statutes of limitations, without giving effect to any conflict-of-laws or other rule that would result in the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sales of Goods (1980) shall not apply to this Agreement. Any legal action or proceeding in connection with this Agreement or the performance of this Agreement shall be brought exclusively in the state courts located in Fairfax County, Virginia, or the United States District Court for the Eastern District of Virginia, Alexandria Division, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding.

THE PARTIES IRREVOCABLY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT.

NEW CUSTOMERS AND CUSTOMERS NOT ORDERING IN FIVE (5) YEARS

New customers, or customers who have not ordered in five (5) or more years, shall provide the following information to HunterLab upon its request for account setup and the application of Net 30 payment terms:

1. A current company Form W-9, Request for Taxpayer Identification Number and Certification, with physical signature, on the most recent Internal Revenue Service (IRS) Form W-9 template. Please visit the IRS website, www.irs.gov, to obtain a current version of the form if needed.
2. Purchaser’s Dun & Bradstreet number (aka Duns # or D&B #) to check credit worthiness.
3. Purchaser’s current Accounts Payable (AP) information, including confirmation of purchaser’s invoicing address as well as the name, telephone number, and email address for the person(s) responsible for payment of HunterLab invoices. If invoices need to be submitted electronically, that email address must also be supplied. A simple one page “Request for AP Info” form that can be completed and returned is available upon request.
4. If purchaser is tax exempt, a copy of purchaser’s Tax Exempt Certificate. HunterLab currently collects tax for shipments to the following states: CA, IL, IN, MA, MD, MN, NJ, OH, TX, VA, and WA.