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Terms and Conditions

Please select the approporate tab below for the COSA Xentaur Corporation (“CXC”) Terms and Condition of Sale, ATOM Instrument ("ATOM") Terms and Condition of Sale, or the Alpha Omega Instruments Corp. (“AOI”) Terms and Condition of Quotation or Sale.

COSA Xentaur Corporation (“CXC”)
ATOM Instrument ("ATOM")
Alpha Omega Instruments Corp. (“AOI”)

COSA Xentaur Corporation (“CXC”) Terms and Condition of Sale

1. Acceptance
These Terms and Conditions of Sale (the “Terms and Conditions”) form part of each quotation submitted by COSA Xentaur Corporation (“CXC”) for the sale of equipment, instrumentation, software, and services described herein (the “Products”) to the Buyer and are the only terms that govern the sale of the Products by CXC. Any contract made by and between the parties is expressly conditioned on Buyer’s assent to these Terms and Conditions and to CXC’s review and approval of the Buyer’s credit and any other factors deemed appropriate to CXC in its sole discretion. Upon notification by CXC from its corporate office (the “Facility”) in Houston, Texas, United States of America that it has accepted the offer by the Buyer, these Terms and Conditions, together with the Proposal (collectively, the “Agreement”), is and shall become a binding contract between the Buyer and CXC Corporation.

2. Delivery of Products
Products ordered will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability. CXC shall not be liable for any delays, loss or damage in transit. CXC shall not be liable for any non-delivery of Products (even if caused by CXC's negligence) unless Buyer gives written notice to CXC of the nondelivery within five (5) days of the date when the Product would in the ordinary course of events have been received. Any liability of CXC for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice for such Products to reflect the actual quantity delivered. CXC may, in its sole discretion, without liability or penalty, make partial shipments of Products ordered and each shipment will constitute a separate sale. Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order unless expressly prohibited in the Buyer’s purchase order.

3. Title and Risk of Loss
Title and risk of loss shall pass to Buyer upon delivery of the Products at the delivery point specified in the Proposal. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to CXC a first priority lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code of the State of New York, United States of America.

4. Limited Warranty
CXC warrants that the Products will be free from material defects in material and workmanship for a period of twelve (12) months from the date of shipment (“Warranty Period”) unless specifically stated otherwise in the proposal. If, within the Warranty Period, CXC receives Buyer’s written notification promptly after Buyer’s discovery of any material defect in the material or workmanship in the Products, and CXC concurs with regard to the existence of such material defect, CXC shall, at CXC’s sole option, do one of the following things: either (1) make available to Buyer, FOB CXC’s Facility, repair or replacement part(s); or (2) repair any defective part(s). Except as otherwise expressly set forth herein, there are no other warranties, including the warranties of merchantability or fitness for a particular use or purpose, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise. The liability of CXC under this Article 4 is conditioned upon the equipment and instrumentation being handled, installed, operated, and maintained in accordance with oral or written instructions provided or approved in writing by CXC and the Buyer’s ceasing to make further use of the Products after giving notice of defect. CXC makes no warranties that extend to damage to the equipment and instrumentation resulting from Buyer or third party improper installation, operation, maintenance or use, or use in an application other than originally included in the proposal, or the alteration or repair of any equipment or instrumentation without the prior written consent of CXC.

THE LIABILITY OF CXC TO THE BUYER (EXCEPT AS TO TITLE) ARISING OUT OF, OR THE SUPPLYING OF, PRODUCTS, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE COST OF CORRECTING ANY MATERIAL DEFECTS IN THE PRODUCT. UPON EXPIRATION OF THE WARRANTY PERIOD, CXC’S WARRANTY LIABILITY SHALL TERMINATE AUTOMATICALLY AND IMMEDIATELY, WITHOUT FURTHER NOTICE.

CXC’S SOLE AND ENTIRE LIABILITY, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THESE TERMS AND CONDITIONS SHALL BE AS SET FORTH IN THIS ARTICLE 4.

5. Taxes and Terms of Payment
In addition to the price specified herein, Buyer shall pay any present or future tax, duty or fees imposed by any government body on the sale, delivery, use or other handling of the Products. Full payment shall be due Net 30 days from the date of invoice unless otherwise noted and approved in writing by CXC. Administration charges as well as interest at a rate of 2% per month, or the highest rate permissible under applicable law, may be applied to overdue accounts. Buyer shall indemnify, defend and hold CXC harmless from Buyer’s failure to pay any such tax, duty or fees.

6. Force Majeure
Neither party will have any responsibility to the other if it is unable to perform any of its obligations under these Terms and Conditions or to enjoy any of its benefits because of, or if interruption of the use of the Products is caused, directly or indirectly, by circumstances beyond such Party’s (or, in the case of CXC, its suppliers’) reasonable control such as acts of God, natural disaster, fire, casualty, flood, earthquake, war, act of terrorism, strike, lockout, epidemic, destruction of facilities, civil unrest, riot, insurrection, actions or decrees of governmental bodies, communications or energy line failures, or Internet service interruptions, failures, or delays, or other similar event (a “Force Majeure Event”). In the event the aggregate of such delays exceeds 120 days either party may cancel this contract subject to Article 10 herein.

7. Assignment /Subcontract
CXC reserves the right to subcontract any portion of the work described herein and/or to assign all or any portion of its rights hereunder to any other party.

8. LIMITATION ON LIABLITY
IN NO EVENT SHALL CXC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF PRODUCTIVE FACILITIES OR EQUIPMENT, LOST PROFITS, LOST PRODUCT, GOVERNMENTAL FINES OR PENALTIES, PROPERTY DAMAGES, PERSONAL INJURIES OR LOST PRODUCTION, WHETHER SUFFERED BY BUYER OR ANY THIRD PARTY, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL CXC’S AGGREGATE LIABILITY TO BUYER HEREUNDER FOR ANY CLAIMS, DAMAGES, LOSSES OR LIABILITIES ARISING OUT OF OR RELATED TO ITS PERFORMANCE, EQUIPMENT, INSTRUMENTATION OR SERVICE COVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY CORRECTION OF EQUIPMENT, INSTRUMENTATION OR SERVICE DEFECTS UNDER WARRANTY, WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNTS PAID TO CXC UNDER THESE TERMS AND CONDITIONS OR THE AMOUNT OF SUCH DAMAGES.

BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW YORK AND/OR OTHER APPLICABLE LAWS. THESE TERMS AND CONDITIONS REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS AND CONDITIONS.

9. Entire Agreement
These Terms and Conditions comprise the entire agreement between the parties, and supersede all prior written or oral agreements and understandings between CXC and Buyer with respect to the equipment, instrumentation, software and service specified herein. No representation or statement not contained herein shall be binding upon CXC as a warranty or otherwise. No addition to or waiver, modification, or cancellation of any provision hereof shall be binding upon CXC unless in writing and signed by a duly authorized officer of CXC. These Terms and Conditions prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms to CXC. Without limiting the generality of the foregoing, CXC’s receipt of Buyer’s purchase orders, or other order documents, and CXC’s manufacture or shipment of the Products, do not constitute CXC’s acceptance of any of Buyer's terms and conditions and do not serve to modify or amend these Terms and Conditions. These Terms and Conditions may only be amended or modified in a writing that specifically states that it amends these Terms and is signed by an authorized representative of each party.

10. Cancellation
These Terms and Conditions and CXC’s sale of the Products may be cancelled by Buyer only upon Buyer’s payment and/or reimbursement to CXC of all direct and indirect costs incurred by CXC in connection with the production and sale of the Products prior to such cancellation, including a reasonable overhead and anticipated profit. New and unused products may be returned to CXC with written approval from CXC subject to a 25% restocking fee. CXC reserves the right to exam and test the returned products to verify condition prior to issuing credit.

11. Buyer Supplied Data
Buyer acknowledges that CXC has relied upon all specifications supplied by Buyer, Buyer-completed Technical Questionnaire and other data supplied by Buyer (Conditions). In the event Conditions, specifications or Technical Questionnaire information differs from actual application parameters, Buyer assumes full responsibility for the impact of such changed Conditions, specifications or technical information, and agrees not to hold CXC liable therefore.

12. Confidentiality
All non-public, confidential or proprietary information of CXC, including, but not limited to, specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by CXC to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with these Terms and Conditions is confidential, solely for the use of performing these Terms and Conditions and may not be disclosed, used, or copied for any reason whatsoever. Upon CXC's request, Buyer shall promptly return all documents and other materials received from CXC. CXC shall be entitled to the equitable remedies of specific performance and injunctive relief to enforce any violation of this Article 12, without any requirement for the posting of a bond or undertaking.

13. Laws and Regulations
CXC and Buyer shall each comply with laws and regulations to the extent expressly set forth in these Terms and Conditions. Revisions to such laws and regulations subsequent to the date of these Terms and Conditions may result in adjustment to the contract price and/or schedule of delivery of Products.

The Products may include software that is subject to United States and European Union export jurisdiction. Buyer shall comply with all applicable international and national laws that apply to the Products, including (without limitation) Export Administration Regulations promulgated by the United States Department of Commerce, Bureau of Industry and Security, and end-user, end-use and destination restrictions issued by United States and other governments. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations hereunder. To the extent applicable, Buyer assumes all responsibility for shipments of Products requiring any government import clearance. CXC may terminate these Terms and Conditions if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

14. Relationship of Parties
The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15. Governing Law; Jurisdiction
These Terms and Conditions, the Agreement, and the sale of the Products are intended to be performed wholly within the State of New York. These Terms and Conditions, the Agreement, and Terms and Conditions of Sale the sale of the Products shall be governed and construed in all respects in accordance with the substantive and procedural laws of the State of New York and the copyright, trademark and patent laws of the United States of America, without reference to principles of conflicts of laws or international laws or treaties. Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions shall be instituted exclusively in the federal and state courts located in Suffolk County, State of New York, and each party knowingly, voluntarily, and irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action or proceeding.

16. Notices
All notices, request, consents, claims, demands, waivers and other communications hereunder (a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with these requirements.


COSA Xentaur Corporation (“CXC”)

COSA Xentaur Corporation (“CXC”) Terms and Condition of Sale

1. Acceptance
These Terms and Conditions of Sale (the “Terms and Conditions”) form part of each quotation submitted by COSA Xentaur Corporation (“CXC”) for the sale of equipment, instrumentation, software, and services described herein (the “Products”) to the Buyer and are the only terms that govern the sale of the Products by CXC. Any contract made by and between the parties is expressly conditioned on Buyer’s assent to these Terms and Conditions and to CXC’s review and approval of the Buyer’s credit and any other factors deemed appropriate to CXC in its sole discretion. Upon notification by CXC from its corporate office (the “Facility”) in Houston, Texas, United States of America that it has accepted the offer by the Buyer, these Terms and Conditions, together with the Proposal (collectively, the “Agreement”), is and shall become a binding contract between the Buyer and CXC Corporation.

2. Delivery of Products
Products ordered will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability. CXC shall not be liable for any delays, loss or damage in transit. CXC shall not be liable for any non-delivery of Products (even if caused by CXC's negligence) unless Buyer gives written notice to CXC of the nondelivery within five (5) days of the date when the Product would in the ordinary course of events have been received. Any liability of CXC for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice for such Products to reflect the actual quantity delivered. CXC may, in its sole discretion, without liability or penalty, make partial shipments of Products ordered and each shipment will constitute a separate sale. Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order unless expressly prohibited in the Buyer’s purchase order.

3. Title and Risk of Loss
Title and risk of loss shall pass to Buyer upon delivery of the Products at the delivery point specified in the Proposal. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to CXC a first priority lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code of the State of New York, United States of America.

4. Limited Warranty
CXC warrants that the Products will be free from material defects in material and workmanship for a period of twelve (12) months from the date of shipment (“Warranty Period”) unless specifically stated otherwise in the proposal. If, within the Warranty Period, CXC receives Buyer’s written notification promptly after Buyer’s discovery of any material defect in the material or workmanship in the Products, and CXC concurs with regard to the existence of such material defect, CXC shall, at CXC’s sole option, do one of the following things: either (1) make available to Buyer, FOB CXC’s Facility, repair or replacement part(s); or (2) repair any defective part(s). Except as otherwise expressly set forth herein, there are no other warranties, including the warranties of merchantability or fitness for a particular use or purpose, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise. The liability of CXC under this Article 4 is conditioned upon the equipment and instrumentation being handled, installed, operated, and maintained in accordance with oral or written instructions provided or approved in writing by CXC and the Buyer’s ceasing to make further use of the Products after giving notice of defect. CXC makes no warranties that extend to damage to the equipment and instrumentation resulting from Buyer or third party improper installation, operation, maintenance or use, or use in an application other than originally included in the proposal, or the alteration or repair of any equipment or instrumentation without the prior written consent of CXC.

THE LIABILITY OF CXC TO THE BUYER (EXCEPT AS TO TITLE) ARISING OUT OF, OR THE SUPPLYING OF, PRODUCTS, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE COST OF CORRECTING ANY MATERIAL DEFECTS IN THE PRODUCT. UPON EXPIRATION OF THE WARRANTY PERIOD, CXC’S WARRANTY LIABILITY SHALL TERMINATE AUTOMATICALLY AND IMMEDIATELY, WITHOUT FURTHER NOTICE.

CXC’S SOLE AND ENTIRE LIABILITY, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THESE TERMS AND CONDITIONS SHALL BE AS SET FORTH IN THIS ARTICLE 4.

5. Taxes and Terms of Payment
In addition to the price specified herein, Buyer shall pay any present or future tax, duty or fees imposed by any government body on the sale, delivery, use or other handling of the Products. Full payment shall be due Net 30 days from the date of invoice unless otherwise noted and approved in writing by CXC. Administration charges as well as interest at a rate of 2% per month, or the highest rate permissible under applicable law, may be applied to overdue accounts. Buyer shall indemnify, defend and hold CXC harmless from Buyer’s failure to pay any such tax, duty or fees.

6. Force Majeure
Neither party will have any responsibility to the other if it is unable to perform any of its obligations under these Terms and Conditions or to enjoy any of its benefits because of, or if interruption of the use of the Products is caused, directly or indirectly, by circumstances beyond such Party’s (or, in the case of CXC, its suppliers’) reasonable control such as acts of God, natural disaster, fire, casualty, flood, earthquake, war, act of terrorism, strike, lockout, epidemic, destruction of facilities, civil unrest, riot, insurrection, actions or decrees of governmental bodies, communications or energy line failures, or Internet service interruptions, failures, or delays, or other similar event (a “Force Majeure Event”). In the event the aggregate of such delays exceeds 120 days either party may cancel this contract subject to Article 10 herein.

7. Assignment /Subcontract
CXC reserves the right to subcontract any portion of the work described herein and/or to assign all or any portion of its rights hereunder to any other party.

8. LIMITATION ON LIABLITY
IN NO EVENT SHALL CXC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF PRODUCTIVE FACILITIES OR EQUIPMENT, LOST PROFITS, LOST PRODUCT, GOVERNMENTAL FINES OR PENALTIES, PROPERTY DAMAGES, PERSONAL INJURIES OR LOST PRODUCTION, WHETHER SUFFERED BY BUYER OR ANY THIRD PARTY, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL CXC’S AGGREGATE LIABILITY TO BUYER HEREUNDER FOR ANY CLAIMS, DAMAGES, LOSSES OR LIABILITIES ARISING OUT OF OR RELATED TO ITS PERFORMANCE, EQUIPMENT, INSTRUMENTATION OR SERVICE COVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY CORRECTION OF EQUIPMENT, INSTRUMENTATION OR SERVICE DEFECTS UNDER WARRANTY, WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNTS PAID TO CXC UNDER THESE TERMS AND CONDITIONS OR THE AMOUNT OF SUCH DAMAGES.

BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW YORK AND/OR OTHER APPLICABLE LAWS. THESE TERMS AND CONDITIONS REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS AND CONDITIONS.

9. Entire Agreement
These Terms and Conditions comprise the entire agreement between the parties, and supersede all prior written or oral agreements and understandings between CXC and Buyer with respect to the equipment, instrumentation, software and service specified herein. No representation or statement not contained herein shall be binding upon CXC as a warranty or otherwise. No addition to or waiver, modification, or cancellation of any provision hereof shall be binding upon CXC unless in writing and signed by a duly authorized officer of CXC. These Terms and Conditions prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms to CXC. Without limiting the generality of the foregoing, CXC’s receipt of Buyer’s purchase orders, or other order documents, and CXC’s manufacture or shipment of the Products, do not constitute CXC’s acceptance of any of Buyer's terms and conditions and do not serve to modify or amend these Terms and Conditions. These Terms and Conditions may only be amended or modified in a writing that specifically states that it amends these Terms and is signed by an authorized representative of each party.

10. Cancellation
These Terms and Conditions and CXC’s sale of the Products may be cancelled by Buyer only upon Buyer’s payment and/or reimbursement to CXC of all direct and indirect costs incurred by CXC in connection with the production and sale of the Products prior to such cancellation, including a reasonable overhead and anticipated profit. New and unused products may be returned to CXC with written approval from CXC subject to a 25% restocking fee. CXC reserves the right to exam and test the returned products to verify condition prior to issuing credit.

11. Buyer Supplied Data
Buyer acknowledges that CXC has relied upon all specifications supplied by Buyer, Buyer-completed Technical Questionnaire and other data supplied by Buyer (Conditions). In the event Conditions, specifications or Technical Questionnaire information differs from actual application parameters, Buyer assumes full responsibility for the impact of such changed Conditions, specifications or technical information, and agrees not to hold CXC liable therefore.

12. Confidentiality
All non-public, confidential or proprietary information of CXC, including, but not limited to, specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by CXC to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with these Terms and Conditions is confidential, solely for the use of performing these Terms and Conditions and may not be disclosed, used, or copied for any reason whatsoever. Upon CXC's request, Buyer shall promptly return all documents and other materials received from CXC. CXC shall be entitled to the equitable remedies of specific performance and injunctive relief to enforce any violation of this Article 12, without any requirement for the posting of a bond or undertaking.

13. Laws and Regulations
CXC and Buyer shall each comply with laws and regulations to the extent expressly set forth in these Terms and Conditions. Revisions to such laws and regulations subsequent to the date of these Terms and Conditions may result in adjustment to the contract price and/or schedule of delivery of Products.

The Products may include software that is subject to United States and European Union export jurisdiction. Buyer shall comply with all applicable international and national laws that apply to the Products, including (without limitation) Export Administration Regulations promulgated by the United States Department of Commerce, Bureau of Industry and Security, and end-user, end-use and destination restrictions issued by United States and other governments. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations hereunder. To the extent applicable, Buyer assumes all responsibility for shipments of Products requiring any government import clearance. CXC may terminate these Terms and Conditions if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

14. Relationship of Parties
The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15. Governing Law; Jurisdiction
These Terms and Conditions, the Agreement, and the sale of the Products are intended to be performed wholly within the State of New York. These Terms and Conditions, the Agreement, and Terms and Conditions of Sale the sale of the Products shall be governed and construed in all respects in accordance with the substantive and procedural laws of the State of New York and the copyright, trademark and patent laws of the United States of America, without reference to principles of conflicts of laws or international laws or treaties. Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions shall be instituted exclusively in the federal and state courts located in Suffolk County, State of New York, and each party knowingly, voluntarily, and irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action or proceeding.

16. Notices
All notices, request, consents, claims, demands, waivers and other communications hereunder (a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with these requirements.


ATOM Instrument ("ATOM")

ATOM Instrument (“ATOM”) Terms and Condition of Sale

ATOM Instrument 1656 Townhurst Dr. Suite B, Houston, TX, 77043 170918

1. TERMS OF QUOTATION
1.1 Quotations are valid for a period of 60 calendar days from the day written.
1.2 Quoted prices do NOT INCLUDE freight, duties, taxes and other delivery costs. These additional costs will be added to ATOM Instrument's invoice for any goods purchased. The Purchaser shall pay these amounts in addition to the price quoted for the products purchased.
1.3 All prices are quoted EX WORKS, Houston, Texas, U.S.A. and are quoted in U.S. dollars.
1.4 ATOM Instrument reserves the right to substitute more recent versions of software and hardware items for those described in a quotation when performance is comparable or better than that of the versions quoted.
1.5 Orders placed in response to quotations are not valid unless accepted in writing by ATOM Instrument. ATOM INSTRUMENT’S AGENT HAS NO AUTHORITY TO BIND THE COMPANY WHETHER VERBALLY OR IN WRITING WITHOUT WRITTEN APPROVAL FROM ATOM INSTRUMENT.

2. TERMS OF PAYMENT
2.1 For customers with approved credit, terms are net cash paid in U.S. dollars within 30 calendar days of invoice on orders for goods and services with total value less than $150,000. For customers without approved credit, terms are net cash before shipment. On orders for goods and services with total value $150,000 or more, ATOM Instrument may revise the terms to 30% due on placement of the order and the balance due within 30 calendar days of invoice or before delivery for customer without credit approval. Invoices will issue when an order or partial order is shipped. Invoices for partial shipments shall be prorated on the value of the product shipped.
2.2 Quoted prices do not include freight, duties, taxes and other delivery costs. All such freight, duties, taxes and other delivery costs, present and future, incurred by ATOM Instrument as a result of the shipment, installation or sale of goods covered by this agreement shall be paid by the Purchaser.
2.3 When shipments are delayed by the Purchaser, the invoice to Purchaser will issue on the day the order was scheduled to ship under the original purchase order or the day the order is ready for shipment from ATOM Instrument, whichever day comes later. The Terms of Section 2.1 shall apply to payment of these invoices.
2.4 All invoiced amounts that are not paid when due shall bear interest at the rate of 1.5 % per month.
2.5 Orders with a value less than $100.00 will be assessed an Order Processing charge of $25.00 in addition to actual shipping costs and any applicable taxes.

3. TITLE AND RISK OF LOSS
3.1 Title to products and risk of loss passes from ATOM Instrument to Purchaser on shipment from ATOM Instrument's facility with the exception of software. Title to software shall remain with the applicable licensor(s).
3.2 Claims for concealed damage must be reported by the Purchaser to the carrier and to ATOM Instrument within fifteen (15) calendar days from date of delivery.
3.3 Claims for missing items must be reported by the Purchaser to ATOM Instrument within fifteen (15) calendar days from date of delivery.

4. WARRANTY
4.1 ATOM Instrument warrants all new equipment manufactured by it or bearing its nameplate, except software, to be free from defects in workmanship and material, under normal use and service, for a period of one year from the date of installation by the first user of the goods, or eighteen (18) months from the date of shipment to the first user, whichever occurs first. Should any product prove to be defective in materials or workmanship during the term of this warranty ATOM Instrument shall correct the deficiency at no charge to the Purchaser. Wetted parts are not warranted against failures caused by corrosion, chemical attack, mechanical abuse or misuse except in the case that defective material of construction, a material of construction other than that specified in the sales agreement, or faulty workmanship is demonstrated. ATOM Instrument may correct the deficiency by replacing the defective product, repairing it at the customer's site or by repairing it at another facility, the choice of remedy being made by ATOM Instrument in its sole discretion.
4.2 ATOM Instrument warrants software products to conform to all specifications and features presented by ATOM Instrument in its written quotation for a period of three (3) months from the date of installation or six (6) months from the date of shipment, whichever date comes first.
4.3 ATOM Instrument's liability for damages for any claimed defect shall in no event exceed the purchase price of the product. The foregoing warranty is exclusive. All other warranties whether express or implied or arising by operation of law, course of deal, usage of trade or otherwise are excluded. The only warranties of merchantability and fitness for purpose are those expressed above and THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. ATOM Instrument shall not be liable for any penalty or for any special or consequential damages, such as loss of profits or revenue, loss of other equipment, down-time costs, costs associated with the removal of the equipment from service or reinstallation or disassembly or reassembly, or for claims of third parties against the Purchaser.

5. TERM OF SERVICES
5.1 ATOM Instrument's obligation to provide installation and start-up services purchased with equipment shall expire on the day the Purchaser acknowledges that the equipment is installed and functional. If ATOM Instrument is unable to complete installation and start-up due to failure of the plant to prepare a suitable site for installation, provide required utilities, provide laboratory support for analyzer calibration or any other essential function under Purchaser's control then ATOM Instrument's obligation to provide the installation and start-up services shall expire eighteen months (18 months) from the day the equipment is shipped. ATOM Instrument will not be liable for refund of any payment or part of a payment made for start-up services that were not completed within the 18 months time limit.
5.2 ATOM Instrument may, in its sole discretion, choose to meet installation and start-up obligations through use of its own employees, employees of affiliates or subcontractors.
5.3 ATOM Instrument employees and sub-contractors have the right to refuse to enter any facility or area in which, in their opinion, it would be unsafe to perform the intended services. ATOM Instrument shall not bear any liability nor incur any penalty for cost of delays resulting from such refusal.

6. RETURNED PRODUCTS
No product shall be returned without prior written approval from ATOM Instrument. Products returned without complete identification in accordance with our instructions or without charges prepaid will not be accepted. ATOM Instrument reserves the right to refuse any material returned for credit. In the event any materials are accepted for return under the terms of this paragraph, there will be a restocking charge of 25%.

ATOM Instrument
1656 Townhurst Dr. Suite B, Houston, TX, 77043

7. RESCHEDULING
Rescheduling of date of delivery specified on a purchase agreement by the Purchaser shall require agreement in writing from the Company and renegotiation of the price and escalation terms to reasonably cover additional cost and commitment occasioned by the change. Delivery commitments made by ATOM Instrument are based upon complete specifications and/or information supplied by the Purchaser with the order and upon prompt return of approval drawings (if required by Purchaser) by the date stipulated by ATOM Instrument. Rescheduling of the purchase agreement by ATOM Instrument as a result of the Purchaser not meeting the above, shall require renegotiation of price and escalation terms to reasonably cover additional costs and commitments occasioned by the delay.

8. DRAWING APPROVAL AND CHANGES
Drawing Approval assures the Purchaser that ATOM Instrument has designed the product in accordance with the Purchaser's specifications. If it is found at Drawing Approval that ATOM Instrument has failed to design the product in accordance with the Purchaser's specifications, ATOM Instrument will, at its own expense, make the appropriate changes. Where Purchaser's specifications are not definitive, ATOM Instrument reserves the right to design the product consistent with, in ATOM Instrument's judgement, good commercial practice. If at Drawing Approval, the Purchaser makes changes outside of the design as covered in its specifications, the agreement shall be subject to renegotiation of the price terms and delivery to reasonably cover any additional cost and commitments occasioned by change. Changes made to a purchase agreement by the Purchaser prior to approval of the drawings shall also subject the agreement to the same renegotiation. Any changes by the Purchaser, occurring after engineering is completed, or entry of the order into manufacturing, will result in appropriately greater cost and delivery delays.

9. TERMINATION
After acceptance of an order by ATOM Instrument, the purchase agreement shall not be terminated, in whole or in part, by the Purchaser except by agreement in writing from ATOM Instrument and any such agreement will be contingent upon payment of reasonable charges based upon expenses already incurred and commitments made by ATOM Instrument for indirect costs resulting from the termination.

10. CHANGES TO AGREEMENT
Acceptance of an offer by ATOM Instrument to sell to Purchaser must be on these Terms and Conditions of Sale and to any special terms of sale which may be included on ATOM Instrument's quotations and acknowledgements. No oral or written modification of, or addition to, the foregoing terms of sale and shipment, nor any conflicting terms or conditions incorporated in Purchaser's order or acceptance are a part of the sales agreement unless specifically agreed to by ATOM Instrument in writing and signed by a duly authorized representative of the Company. Notice of objection to any additional or different terms and conditions furnished by Purchaser is hereby given.

11. INDEMNIFICATION
11.1 Purchaser shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. ATOM Instrument makes no promise or representation that the products or services will conform to any federal, state or local laws, ordinances, regulations, codes or standards except as specified in writing in the Purchase agreement.
11.2 Purchaser shall defend, indemnify and hold harmless ATOM Instrument and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense arising out of or in connection with any injury, disease or death of persons or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Purchaser or of the information, designs, services or other work supplied to Purchaser, whether caused by the concurrent and/or contributory negligence of Purchaser, ATOM Instrument, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of the sales agreement.

12. ASSIGNMENT
No order or sales agreement shall be assigned to any other party without the prior written consent of ATOM Instrument and Purchaser.

13. SEVERABILITY
If any part of a sales agreement is determined by competent authorities to be invalid, the remainder shall be applied to the greatest extent allowed by law and, if necessary to avoid invalidity, shall be construed as if the invalid portions had been omitted.

14. FORCE MAJEURE
ATOM Instrument shall not be liable for failure to perform its obligations if such failure is as a result of Acts of God (including, but not limited to, fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage or embargo. If either party asserts Force Majeure as an excuse for failure to perform the party's obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events and that the other party was timely notified of the likelihood or actual occurrence of the Force Majeure.

15. APPLICABLE LAW
All orders and agreements shall be construed and governed by the laws of the State of Texas.


Alpha Omega Instruments Corp. (“AOI”)

Alpha Omega Instruments Corp. (“AOI”) Terms and Condition of Quotation or Sale

Article 1 - Scope
The terms and conditions of sale contained herein apply to all quotations and purchase orders entered into by the Alpha Omega Instruments Corp. hereinafter referred to as the Seller. These terms and conditions supersede and replace any terms and conditions attached to buyer's purchase order; and Seller's acceptance is expressly conditioned upon Buyer's acceptance of these terms and conditions. No waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of the Seller.

Article 2 - Acceptance of Orders
All orders or contracts must be approved and accepted by the Seller at its office in Lincoln, Rhode Island.

Article 3 - Shipment and Risk of Loss or Damage
Notwithstanding the Fob. point specified in this document, Seller shall not be responsible for risk or loss of or damage to the items after deliver to the carrier and, except for C.O.D. sales, title to all items passes to Buyer upon delivery to carrier. On C.O.D sales, title passes on delivery and payment by Buyer.

Article 4 - Insurance
Unless otherwise directed by the Buyer, the method of shipment will be selected by the Seller. Insurance will be obtained automatically unless otherwise instructed by Buyer prior to shipment.

Article 5 - Patent Indemnity
If this order calls for delivery of Seller's standard products, without modification, Seller agrees (i) to assume the defense of any suit brought against Buyer for infringement of United States Letters Patent arising solely from use and/or sale of said standard products; (ii) to defray the expense of such defense; and (iii) to indemnify Buyer against any money damages and/or costs awarded in such suit; provided: (1) that Buyer promptly inform Seller in writing of any claim with respect to which Seller assumes responsibility hereunder, (2) that Seller is given exclusive control of the defense of such suit and all negotiations relative to the settlement thereof and (3) Buyer reasonably cooperates with Seller when requested for documents and witnesses necessary to such defense The foregoing states the entire liability of Seller for patent infringement. If this order calls for a product made to Buyer's design or modification, Buyer agrees to indemnify and hold Seller harmless from any claims of patent infringement thereon.

Article 6 - Data
Data supplied by the Seller to the Buyer shall be conclusively presumed to pertain to items, components, or processes developed at Seller's private expense, and no rights in such data or in any inventions, discoveries, patents, trademarks, or copyrights shall pass to the Buyer. Corre- spondingly, if data is furnished by the Buyer, no rights therein will pass to the Seller provided, however, that Seller may copy and use such data to the extent necessary to furnish the items or services called for hereunder.

Article 7 - Law to Apply
The validity and effect of this order, as well as its interpretation, operations, and effect shall be determined exclusively by the principles of law and equity of the State of Rhode Island and Providence Plantations.

Article 8 - Illegality of Provision
If any of the terms and conditions of this order or any part thereof should be declared illegal by any court of law, such part of such term or terms shall be considered deleted from this order, the remaining to be unaffected and in full force and effect.

Article 9 - Prices
Unless otherwise specifically stated, all prices indicated on the face hereof are Fob Seller's plant and may or may not include transportation charges, local and state taxes, tariffs, etc. Should this document be used as a quotation form, the prices, as above described, will be open for acceptance for sixty (60) days or such other period as may be specified herein.

Article 10 - Deliveries and Claims
The delivery date(s) specified on the face hereof are based on Seller's best estimate of a realistic time when delivery to the carrier will be made. Unless otherwise agreed to in writing, Seller reserves the right to make partial shipments. In the event Seller shall fail to make delivery within the time specified including all extensions thereof, the Buyer may terminate or cancel an order for cause or default only by a notice in writing by registered, certified mail, or telefax effective five (5) days after receipt. Claims for shortages in quantity or for damage in shipment due to negligence shall deemed waived unless made in writing to Seller within ten (10) days after delivery. Seller will not be liable for any loss or damages resulting from delays which are beyond its control and, in any case, will Seller be liable for consequential or special damages (including, but not limited to, lost profits, inspections cost, or increased costs of the Buyer's performance of its contract obligations) however caused.

Article 11 -Order Cancellation and Returns
If a purchase order is cancelled within 10 days from the order placement date, and the product(s) have not been shipped, there is no cancellation fee. For purchase orders cancelled after 10 days from order placement date, there is a 25% cancellation fee assuming the product(s) have not been shipped. Return of product(s) that have been shipped must be authorized by the factory (with a Return Authorization Number) and if authorized, will be subject to a cancellation fee of 50%. No product returns will be considered after 30 calendar days from the shipment date.

Article 12 - Limitation of Liability
The Seller’s liability on any claim of any kind, including negligence, or any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any item or services covered by or furnished under this contract shall in no case exceed the price allocable to the item or service or part thereof which gives rise to the claim. In no event shall the Seller be liable for special or consequential damages.

Article 13 - Excusable Delays
The Seller shall not be liable for delays in deliver or failure to manufacture or deliver (1) due to causes beyond its reasonable control, or (2) due to acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, war, riot, delays in transportation or car shortages, or (3) inability due to causes beyond it reasonable control to obtain necessary labor, materials, components, or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

Article 14 - Terms of Payment
Prices quoted for the items described above and acknowledged hereby are firm and not subject to price revision or redetermination. Invoices are due and payable on a strict net thirty (30) days from the date of invoice. If, in the judgment of the Seller, the financial condition of the Buyer at any time does not justify continuation of production or shipment on the terms of payment originally specified, the Seller may require full or partial payments in advance, and in the event any proceeding is brought by or against the Buyer under the bankruptcy or insolvency laws, the Seller shall be entitled to cancel any order then outstanding and shall receive reimbursement for its cancellation charges. Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If shipments are delayed by the Buyer, payments shall become due on the date when the Seller is prepared to make shipment. If the work covered by the purchase order is delayed by the Buyer, payment shall be made based on the purchase price and the percentage of completion. Products held for the Buyer shall be at the risk and expense of the Buyer. The Seller reserves the right to ship to its order and make collection by sight draft with bill of lading attached.

Article 15 - Payment
All invoices to Buyer on open account are due and payable thirty (30) days after the date of the invoice. Prorated payments shall be due for partial shipments. The making of payments at the times they respectfully fall due shall be considered as of the essence of this agreement, and failure or substantial delays in making such payments shall constitute a material breach of contract entitling Seller, at its option, to any or all of a Seller's remedies for breach, including rescission. Until the purchase price is paid in full to Seller, buyer merely grants Sellers security interest in all products covered by their order.

Article 16 - General
Except as herein expressly provide to the contrary, the provisions of this agreement are for the benefit of the parties to the contract and not for the benefit of any other person. Any assignment or an order, or any rights thereunder, by the Buyer without written consent of the Seller, shall be void.

Article 17 - Warranty
Alpha Omega Instruments Corp. warrants the products delivered to be free from defects in material and workmanship at the time of delivery to the Fob. point specified in the purchase order, its liability under this warranty being limited to repairing or replacing at Alpha Omega Instruments Corp. option, items which are returned to it prepaid within two (2) years from delivery to the carrier and found to Seller's satisfaction, to have been so defective. This warranty does not cover sensors whose length of warranty are stipulated in the respective product data sheets.

In no event shall Alpha Omega Instruments Corp. be liable for consequential damages. NO PRODUCT IS WARRANTED AS BEING FIT FOR A PARTICULAR PURPOSE AND THERE IS NO WARRANTY OF MERCHANTABILITY. This warranty applies only if: (i) the items are used solely under the operating conditions and manner recommended, specifications, or other literature; (ii) the items have not been misused or abused in any manner or repairs attempted thereon; (iii) written notice of the failure within the warranty period is forwarded to Alpha Omega Instruments Corp. and the directions received for properly identifying items returned under warranty are followed; and (iv) the return notice authorizes Alpha Omega Instruments Corp. to examine and disassemble returned products to the extent the Company deems necessary to ascertain the cause of failure. The warranties stated herein are exclusive. THERE ARE NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, BEYOND THOSE SET FORTH HEREIN, and Alpha Omega Instruments Corp. does not assume any other obligation or liability in connection with the sale or use of said products. Alpha Omega Instruments Corp. reserves the right to make any changes to improve the performance of the instrument at any time and without notice.


Last updated on: 17 December 2019

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