Terms and conditions LabKings
1 Representations – Warranties
- LabKings Hilversum warrants that the goods sold hereunder shall be free from defects in workmanship or material and shall conform in all material respects to the specifications set forth in the Buyer’s purchase order as accepted by LabKings. Buyer’s sole and exclusive remedy for LabKings’ breach of warranty shall be limited to, at LabKings’ option, repairing or replacing goods that are proven defective or proven not to conform in all material respects with such. Where goods are replaced by LabKings, Buyer shall return the defective or non-conforming goods to Labkings. LabKings shall not be responsible for any other damage or loss sustained by Buyer or any third party.
- Recommendations by LabKings, if any, covering the use, utilization, properties and/or qualities of goods sold hereunder are believed reliable but LabKings makes no warranty whatsoever with respect thereto. Use of application of goods sold hereunder is at the discretion of Buyer without any liability or obligation on the part of LabKings except as expressly warranted by LabKings.
- The warranties set forth in this Section b constitute the only warranties given by LabKings and are in lieu of any and all other warranties, express or implied, arising by law or custom, including, but not by way of limitation, the implied WARRANTY OF MERCHANTABILITY and the implied WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. Any samples submitted by LabKings shall not be deemed to create any warranties, express or implied.
LabKings’s prices do not include wire transfers, sales, use, excise or similar taxes, and accordingly, in addition to the price specified herein, the amount of any sales, use, excise or other similar tax applicable to the sale of goods hereunder shall be paid by Buyer, or, in lieu thereof, Buyer shall provide LabKings with a valid VAT number or tax exemption certificate issued by the appropriate taxing authority.
- Unless otherwise provided on the front hereof, payment of the Purchase Price shall be due and payable within thirty (30) days after delivery.
- Any amounts payable to LabKings hereunder which are not paid when due shall thereafter bear interest at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by applicable law, whichever is less. Time is of the essence of all payments due hereunder. In the event any payment due LabKings is collected at law, or through an attorney-at-law or under advice therefrom, or through a collection agency, Buyer agrees to pay all costs of collection, including without limitation, all court costs and reasonable attorney fees.
- Any remittance received from or for the account of Buyer may be accepted and applied by LabKings against any indebtedness or obligation owing by Buyer to LabKings, as shown on the books and records of LabKings, without prejudice to and without discharging the remainder of any such indebtedness or obligation, regardless of any condition, provision, statement, legend or notation appearing on, referring to or accompanying such remittance. LabKings DOES NOT accept checks
- Force Majeure. Any delays in or a failure of performance by LabKings shall not constitute default or give rise to any claims for damages if and to the extent caused by circumstances beyond LabKings’s control, directly or indirectly, such as, but not limited to: fire, flood, earthquake, the elements, acts of God; accidents or unavoidable casualties; wars (whether declared or undeclared), rebellions, insurrections or revolutions in any country; riots or civil disorder; strikes; lockouts or labour difficulties; acts rulings, regulations, decisions or requirements of any tribunal or government agency, board or official; interruptions of transportation facilities or delays in transit; supply shortages, or the failure of any third party to perform any commitment to LabKings relative to the manufacture or delivery of the goods; or any other cause, whether similar or dissimilar to the causes enumerated herein, beyond the reasonable control of LabKings.
- Limitation of liability. In no event shall LabKings be liable to Buyer, whether in contract or in tort, or any other legal theory, for any indirect, special, incidental, consequential or similar damages arising out of or in connection with the sale, delivery or non-delivery, condition or possession of any of the goods sold hereunder, or for any claim made against Buyer by any other party, even if LabKings has been advised of the possibility of such claim. In no event shall LabKings’ liability under any claim made by Buyer exceed the purchase price of the goods sold hereunder in respect of which such claim is made.
- Shipments and delivery dates are based upon LabKings’ best judgment, are subject to factory schedules and production limitations, and hence are not guaranteed.
- Unless otherwise indicated, all goods will be shipped F.O.B. LABKINGS’ office. When goods are shipped F.O.B. LabKings’ office, any arrangements made or expenses incurred by LabKings for carrier or insurance of goods after delivery shall be for the account of Buyer and promptly paid or reimbursed to LabKings by Buyer, in which event, unless Buyer specifies complete instructions as to the method of payment, LabKings may exercise its judgment and discretion in choosing the carrier and means of shipment and Buyer is responsible for notifying the carrier as to any damages to or loss in transit of such goods.
- In addition to any other remedy available to LabKings at law or in equity, if Buyer fails to fulfil the terms of payment, LabKings may defer further shipments of goods or may, at its option, cancel the unshipped balance of such goods and bill Buyer for costs of cancellation.
- LabKings reserves the right to making any shipments of goods to request from Buyer satisfactory security for performance of Buyer’s obligations hereunder.
- In the event LabKings defers delivery at Buyer’s request, Buyer shall indemnify LabKings against any and all loss and additional expense incurred by LabKings in connection with such deferred deliveries, including, without limitation, demurrage, handling, storage, insurance and similar charges. Transfer to storage shall be considered delivery for all purposes hereunder, including invoicing and payment, and Buyer shall bear all risks of loss or damage to the goods during storage.
- LabKings may deliver goods in partial shipments and reserves the right to invoice for partial deliveries. Payment for partial deliveries shall be necessary, but LabKings may, at its option give notice in writing to Buyer that LabKings is ready and willing to deliver in accordance with the provision hereof and such notice shall constitute a valid tender of delivery.
7 Inspection/Limitation of Actions
- Buyer shall promptly inspect and test the goods upon delivery. Anything herein to the contrary notwithstanding, to the extent that any defects or non-conformities in the goods are discoverable by inspection upon delivery of the goods to Buyer, all obligations of LabKings to Buyer with respect to such defects or non-conformities shall be deemed to be satisfied, and all goods shall be deemed to be free of such defects or non-conformities, unless buyer notifies LabKings of such defects or non-conformities in writing not more than ten (10) days after the date of delivery referencing LabKings’ invoice number. With respect to any claims for shortages, etc., such claims shall not be accepted by LabKings unless they are made by Buyer in writing within forty-eight (48) hours after delivery of the goods, and are accompanied by a reference to LabKings invoice number
- No action, regardless of form, arising out of or in connection with the sale of the goods sold hereunder (other than the action by LabKings for any amount due to LabKings by Buyer) may be brought more than six (6) months after cause of action has arisen.
8 Custom Changes, Cancellations
Specifications changes made subsequent to placing an order are subject to price revisions and to any adjustment necessary to cover material procured and processed and labour expended prior to receipt of revised specifications. Cancellations shall be only by mutual agreement in writing, based on any adjustment necessary to cover labour expended and material procured.
9 Entire Agreement
The Terms and Conditions contained herein supersede all prior discussions and agreements between the parties with respect to the subject matter hereof, and this document contains the sole and entire agreement between the parties with respect to the matters covered hereby. The sole terms and conditions to the sale of goods hereunder are those set forth herein. The Terms and Conditions of Sale contained herein may not be modified or amended except by an instrument in writing signed by one of LabKings’ duly authorized officers. Unless, within five (5) days of your receipt hereof, you deliver to LabKings written objection to the Terms and Conditions of Sale, you shall be deemed to have accepted each and every one of the terms and conditions contained herein.
- Goods are sold to accepted manufacture variations or tolerances, except where otherwise agreed to by both parties.
- Buyer shall protect, defend, indemnify, and hold LabKings and it’s officers, employees, agents, licensees and representative (collectively, the “Indemnities”) harmless from and against any and all claims, suits, losses, liabilities, expenses (including costs of suit and attorney’ fees), and damages relating to, resulting from or arising out of any alleged or actual defect in any goods sold hereunder, except in the case of gross negligence of LabKings. Buyer shall give LabKings notice of any such action or proceeding and shall tender the defence to LabKings. Buyer shall defend LabKings, with respect to each and every claim for which LabKings is indemnified by Buyer under this Agreement.