LabNext, Inc. Conditions of Sale

Updated: June 14, 2014

1. Acceptance

By ordering products supplied by LabNext, Inc ("Products") you ( "Buyer" ) agree to be bound by these Conditions of Sale. Any provision in Buyer's purchase order or other documents issued by Buyer which conflicts with or is in addition to these Conditions of Sale are rejected hereby unless expressly accepted by LabNext in writing.

2. Prices and Taxes

Prices do not include any federal, state, county, local, foreign or other taxes, customs duties and fees or costs of special packaging and insurance. Unless requested by Buyer, LabNext shall have no obligation to obtain insurance for Buyer. LabNext shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from Buyer by LabNext. All other such charges (if any) must be paid by Buyer separately and in addition to the prices quoted or invoiced. In the event LabNext is required to pay any such tax, fee or charge, Buyer shall reimburse LabNext therefore; or, in lieu of such payment, Buyer shall provide LabNext at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

3. Payment

All international orders are subject for 100% pre-payment. The invoiced amount shall not be subject to offsets for any claims by Buyer against LabNext, including any claims for products returned by Buyer for repair or correction of defects. If Buyer delays shipments, the payment due date will be based on the date LabNext is prepared to make shipment. Products held for Buyer shall be held at the expense of Buyer.

4. Order Cancellation

Buyer may cancel all or any of the products ordered by written notice to LabNext received prior to thirty (30) days before planned shipment. Buyer agrees to pay for completed products ( including profit thereon ) and any direct or indirect costs or expenses incurred by LabNext as a result of cancellation, including a restocking charge of 20% of the purchase order price. LabNext reserves the right to complete and ship products cancelled within thirty (30) days of scheduled shipment and shall be entitled to the full purchase order price.

5. Returns

Products may not be returned for credit or exchange except with LabNext permission, and then only in strict compliance with LabNext return shipment instructions. Buyer must obtain advance written authorization from LabNext and a written return authorization document in the form then in use by LabNext, prior to returning any Products. Return freight charges will be for the Buyer's account. Some Products must be returned for a restocking charge of 20% of the purchase order price, provided products are unused and returned in the original packaging.

6. Warranty

LabNext warrants to the original Buyer that new products ( including spares and replacement components ) will be free from defects in material and workmanship for a period of twelve months from shipment. Service performed by LabNext or its authorized representatives will be covered under workmanship warranty for a period of ninety (90) days from the date of service. In the event of non-compliance with this warranty, LabNexts sole liability will, at its option, modify, adjust, repair or replace the product or re-perform the services. The above warranty does not extend and shall not apply to defects attributed to: (a) accident, neglect, abuse, or misuse; (b) any improper or unauthorized maintenance, overhaul, installation, storage, operation or use; (c) any alteration, modification, or repair by anyone other than LabNext or its authorized representatives; (d) products incurring normal wear and tear or accelerated wear and tear due to use of abrasive materials.

7. Returns and Replacements of Defective Products

A Return Material Authorization (RMA) must be obtained from LabNext prior to the return of defective products. Buyer is responsible for prepaying shipping and insurance charges. Buyer will be invoiced for replacement parts at full value if defective products are not returned within 45 days of RMA issuance. Contact Service Department at +1(866)217-5995 or support@labnext.com for authorization. LabNext is not responsible for products returned without an RMA number clearly printed on the outside of the shipping container. LABNEXT AND BUYER AGREE THAT, IN CONSIDERATION OF THE ABOVE EXPRESS WARRANTY AND ANY PERFORMANCE GUARANTEE(S) SPECIFICALLY SET FORTH IN LABNEXT’S QUOTATION, ALL OTHER WARRANTIES AND GUARANTEE(S), EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE CONTRACT.

8. Technical Assistance

At Buyer's request, LabNext may, in LabNext's sole and absolute discretion, furnish technical assistance and information with respect to LabNext's Products. LABNEXT MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY LABNEXT OR ITS PERSONNEL. ANY SUGGESTIONS BY LABNEXT REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF LABNEXT.

9. Delivery and Delays

Any specified delivery dates are estimates only and do not represent a promise by LabNext to deliver Products at a date certain. LabNext shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond LabNext's reasonable control, including, without limitation, embargo or other governmental act, regulation or request affecting the conduct of LabNext's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices. If any such event continues for longer than 180 days, either party may terminate Buyer's order and Buyer will pay LabNext for work performed prior to termination and all reasonable expenses incurred by LabNext as a result of termination. In the event of delays in delivery or performance caused by force majeure or by LabNext, the date of delivery or performance shall be extended by the period of time LabNext is actually delayed or as mutually agreed. If, for reasons other than the foregoing, LabNext should default or delay or not deliver Products, Buyer's sole remedy against LabNext is an option to cancel the purchase order, through prior written notice to LabNext.

10. Shipment and Packaging.

LabNext's products will be packaged in accordance with standard commercial practices for domestic and international shipments. Buyer will pay all shipping charges. In the absence of specific instructions, LabNext will select the carrier.

11. Limitation of Liability

LabNext shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any economic or consequential loss or damage. LabNext’s maximum liability whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price.

12. Proprietary Information

Buyer agrees that any data, such as LabNext's specifications, drawings, software and information (including, without limitation, designs, reports, software documentation, manuals, models, process information and the like), revealed by LabNext to Buyer and containing proprietary information marked or identified as proprietary, shall be kept in confidence by Buyer with at least the same care and safeguards as are applied to Buyer's own proprietary information. Such data shall not be duplicated, disclosed to others, or used without the written permission of LabNext. These obligations shall not apply to any information that is in or comes into the public domain without violation of this agreement; or is received lawfully by Buyer from a third party subsequent to this agreement; or is developed by Buyer independently and without benefit of information received from LabNext. The restrictions and obligations relating to LabNext's proprietary information shall expire seven (7) years after the execution of the contract incorporating these terms and conditions, unless otherwise agreed to in writing.

13. Governing Law

In the event the sale of products to Buyer is subject to the United Nations Convention on Contracts for the International Sale of Goods ("CISG"), the CISG will apply provided however these Terms and Conditions of Sale will prevail over any conflicting provisions of the CISG. In the event the CISG does not apply, the contract for the sale and purchase of LabNext’s product shall be construed under and governed by the law of the State of New Jersey.

14. Complete Agreement

The contract incorporating these Conditions of Sale is the complete, final and exclusive statement of the agreement between Buyer and LabNext. These Conditions of Sale prevail over any prior or contemporaneous agreements, understandings and representations, whether oral or written. These Conditions of Sale shall not be varied, supplemented, qualified, or interpreted by any prior course of dealings between the parties or by custom or usage of trade. No modifications or additions to said contract will be binding upon LabNext unless in writing and signed by an authorized representative of LabNext.