Terms & Conditions
Standard Conditions for Sale
STANDARD CONDITIONS OF SALES (of Eureka Water Probes, “The Company”)
All orders are accepted and executed on the understanding that the Purchaser is bound by the following Standard Conditions of Sale. Where there is any inconsistency between these Standard Conditions of Sale and any conditions which the Purchaser seeks to impose, these Standard Conditions of Sale shall prevail. Any deviations from these Standard Conditions of Sale shall only be binding upon the Company if the latter has expressly agreed thereto in writing.
2. Validity of Quotations
The Company reserves the right to refuse the Purchaser's acceptance of a quotation unless such quotation is stated to be open for a specific period and is not withdrawn in such period.
3. Prices and Discounts
The published prices of the Company's Products are those ruling on the date of publication and are subject to alteration without notice. Prices and currency transactions are in U.S.A. dollars.
Unless otherwise agreed by the Company in writing, the goods shall be prepaid for in cash (U.S. dollars) prior to shipment of product unless terms are established with the Company in advance.
In the event payment terms are granted by the Company, the Purchaser may not claim any set-off against the Company. In the event of a delay in payment, the Company shall be entitled to claim, without any notice of default being required and without prejudice to any further rights it may have, interest at a rate of one and a half percent (11/2%) per month or at the legal interest rate, whichever is the higher value. All costs of collection shall be fully for the Purchaser's account; extrajudicial costs shall be fixed at ten percent (10%) of the amount owed by the Purchaser and shall be at least fifteen hundred U.S. dollars (USD 1,500.00).
In the event that any payment in respect of Products supplied becomes overdue, the Company may immediately terminate the Purchaser's power of sale under clause 14 of this document and may without prior notice to the Purchaser enter upon the premises of the Purchaser to repossess unpaid goods.
5. New Accounts
Where a credit account is desired, a bank and as many as five trade references may be required. The Company reserves the right not to grant credit to any Purchaser for any reason whatsoever.
Unless otherwise agreed by the parties, goods are delivered by the Company FOB Austin, TX, U.S.A. to the Purchaser's registered office exclusive of duty, insurance, taxes, and VAT. When special delivery arrangements are requested, special rates will be charged. All delivery times shall be approximate, except if a fixed time of delivery has been specifically agreed to in writing by the Company, in which case a delay in the delivery shall solely entitle the Purchaser to cancel, without costs, the order for the goods not delivered.
A charge is made when it is necessary to dispatch goods in crates or cases, but this amount will be credited in full on the return, within one month, of the crates or cases in good condition carriage paid. No charge is made for any other form of packing and no credit will be allowed for its return.
8. Loss or Damage in Transit
Clear receipts should be given only if goods have been examined, as an unqualified signature may react to the disadvantage of the Purchaser if the consignment should become the subject of a claim. In the event of short delivery or damage in transit, it is essential that the Company's dispatching depot be advised within two days of receipt of goods.
The following details should be sent in writing to the Company:
Advice note number
Condition of package
Date of consignment received
Extent of damage or shortage
In the event of non-delivery, the Company's dispatching depot should be advised within seven (7) days of the date of invoice. The Company will not be responsible for goods lost or damaged in transit unless the above conditions are observed.
The Purchaser shall be obliged to cooperate in the delivery of the Products and to take receipt of same. The Company may keep any goods refused or not accepted by the Purchaser at the latter party's disposal for account and at the risk of the Purchaser.
10. Liability for Delay
Any times quoted for dispatch, delivery, repair, or replacement are to be treated as estimates only and the Company shall not be liable for failure to dispatch, deliver, repair, or replace within such time unless the Purchaser has suffered loss thereby and the amount payable in respect thereof shall have been agreed in writing as liquidated damages, in which case the Company's liability shall be limited to the amount so agreed to be paid. In all cases, whether a time for dispatch, delivery, repair, or replacement be quoted or not, the time for dispatch, delivery, repair, or replacement shall be extended by a reasonable period if delay in dispatch, delivery, repair, or replacement is caused by instructions or lack of instructions from the Purchaser or by industrial dispute or by any cause whatsoever beyond the Company's reasonable control.
11. Defects After Delivery
The Company will make good, by repair at the Company's option, or by the supply of replacement, defects, which under proper use, appear in the goods within a period of 12 calendar months after the goods have been delivered and arise solely from faulty design, materials or workmanship; provided that no complaints shall be admissible unless submitted in writing to the Company within five (5) days after the time of discovery of the defect or after the time the defect should have been discovered, whichever time comes first, it being understood that the Purchaser shall take reasonable care to discover any defect of whatever nature as soon as possible after taking delivery.
Provided further that in respect of parts or components not of the Company's manufacture, the Company will give the Purchaser a guarantee equivalent to the guarantee (if any) that the Company may have received from the supplier of such parts or components in respect thereof but not so as to impose on the Company in respect of such parts or components a liability greater than that imposed on it by the aforesaid period of this clause.
Save as aforesaid and as provided in clauses 8 and 11, the Company shall not be under any liability in respect of defects in goods delivered or for any injury, damage, or loss resulting from such defects or from any work done in connection therewith and its liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality of fitness for any particular purpose of such goods.
12. Special Orders
All orders for non-standard products or package quantities not included in current Company catalogues and literature, are considered to be special orders and will be dealt with at the discretion of the Company.
13. Reservation of Ownership/Passing of Risk
Products supplied to the Purchaser by way of sale shall remain the property of the Company until payment in full of all its claims on the Purchaser on whatsoever account has been received by the Company but risk in the same shall pass upon delivery. The Purchaser acting as bailee shall deal with the goods separately and store according to the agreed methods of storage so that the goods not paid for may be clearly identified and shall not be mixed with other goods. The Purchaser shall be entitled to pass ownership in unpaid goods to third parties provided that all sums received shall be held for the account of the Company.
14. Return of Material
The Company does not expect the return of material for credit unless it is a justified warranty claim. All returns must be authorized in advance. Unauthorized returns will be refused. In no circumstances may goods supplied against a firm order be returned without the Purchaser having first applied for and obtained both written consent and a Returned Material Authorization (RMA) number from the Company. The Company reserves the right to refuse the return of any Product that has been used with infectious, microbiological, or radioactive substances or other materials that may be deemed hazardous to the employees of the Company.
A handling charge amounting to not more than 20 percent of the invoice value of the returned goods may be deducted from any credit allowed where it is established that the reason for their return is not subject to the provision of clause 8 or 12 hereof or through any error on the part of the Company. Goods approved for return must be received by the Company within 30 (thirty) days of the Company's written consent.
15. Descriptive Matter and Illustrations
All descriptive and forwarding specifications, drawings, and particulars of weights and dimensions issued by the Company are approximate only, and are intended only to present a general idea of the goods to which they refer and shall not form part o a contract.
16. Force Majeure
Any party will be excused from performing under a sale agreement or any other agreement of which these Standard Conditions of Sale are part if prevented by an event of force majeure including strike, lockout, or other major trouble affecting labor relations. If any such event of force majeure should last for more than two (2) consecutive months, any party may elect to terminate this Agreement immediately upon giving a written notice to the other party.
In the event of any claim being made or action being brought against the Purchaser in respect of infringement of local patents by the user or sale of goods supplied hereunder, the Purchaser is to notify the Company immediately, and the Company shall be at liberty with the Purchaser's assistance if required, but at the Company's expense, to conduct through the Company's own lawyers and experts all negotiations for the settlement of the same or any litigation that may arise therefrom; subject to such notifications and provided that no such goods, or any part thereof, shall be used for any purpose other than that for which the Company supply them, the Company will indemnify the Purchaser in respect of any such claims.
The only Eureka Water Probes trademarks that the Purchaser may display to advertise and sell the Products shall be those trademarks under which the Products are sold by the Company to the Purchaser hereunder or such other trademarks expressly authorized by the Company (hereinafter called 'the said trademarks') and the Purchaser shall comply with the Company's instructions as to the manner and context in which the said trademarks and the statements to accompany them are displayed.
No trademarks of the Products shall be undertaken by the Purchaser or any person on the Purchaser's behalf without the Company's prior written consent nor will the Purchaser alter, obliterate, add to, or otherwise interfere with the said trademarks.
19. Legal Construction
These Standard Conditions of Sale and all sale contracts to which the same apply shall be construed in accordance with the laws of the State of Nevada, U.S.A, and the authoritative text shall be that in the English language set out herein. Any disputes arising in connection with these Standard Conditions of Sale and all sale contracts to which the same apply shall be finally settled by arbitration in accordance with the laws and rules of the State of Nevada and such proceedings held and located in Austin, Texas, U.S.A.