KACH COMPANY
TERMS & CONDITIONS OF SALE FOR HACH COMPADY PRODUCTS AND SERVICES
This document sets forth the Terms & Conditions of Sale for goods manufactured
and/or supplied, and services provided, by Hach Company of Loveland, Colorado
("Hach") and sold to the original purchaser thereof (“Buyer’}. Unless otherwise
Specifically stated herein, the term “Hach” includes only Hach Company and none
of its affiliates. Unless otherwise specifically stated in a previously-executed wriiien
purchase agreement signed by authorized representatives of Hach and Buyer,
these Terms & Conditions of Sale establish the rights, obligations and remedies of
Hach and Buyer which apply to this offer and any resulting order or contract for the
sale of Hach's goods and/or services ("Products").
1. APPLICABLE TERMS & CONDITIONS: These Terms & Conditions of Sale
are contained directly and/or by reference in Hach’s offer, order acknowledgment,
and invoice documents. The first of the following acts constitutes an acceptance of
Hach’s offer and not a counteroffer and creates a contract of sale (“Contract”) in
accordance with these Terms & Conditions: (j) Buyer's issuance of é purchase
order decument against Hach’s offer, (ji) acknowledgement of Buyer's order by
Hach, or (iii) commencement of any performance by Hach pursuant to Buyer's
order. Provisions contained in Buyer's purchase documents (including electronic
commerce interfaces) that materially alter, add to or subtract from the provisions of
these Terms & Conditions of Sale are not a part of the Contract.
2. CANCELLATION: Buyer may cancal goods orders subject to fair charges for
Hach's expenses including handling, inspection, restocking, freight and invaicing
charges as applicable, provided that Buyer returns such goods to Hach at Buyer's
expense within 30 days of delivery and in the same condition as received. Buyer
may cancel service orders on ninety (90) day's prior written notice and refunds wil!
be prorated based on the duration of the service plan. inspections and re-
instatement fees may apply upon cancellation or expiration of service programs.
Seller may cancel all or part of any order prior to delivery without fiability if the
order includes any Products that Seller detarmines may not comply with export,
safety, local certification, or other applicable compliance requirements.
3. DELIVERY: Detivery will be accomplisned FCA Hach’s facility located in
Ames, lowa or Loveland, Colorado, United States (Incoterms 2010). For orders
having @ final destination within the ULS., legal tite and risk of loss or damage pass
to Buyer upon transfer to the first carrier. For orders having a final destination
outside the U.S., legal title and risk of loss or damage pass to Buyer when the
Products enter international waters or airspace or cross an international frontier.
Hach will use commercially reasonable efforts to deliver the Products ordered
herein within the time specified on the face of this Contract or, if no time is specified,
within Hach’s normal jead-time necessary for Hach to deliver the Products sold
hereunder. Upon prior agreement with Buyer and for an additional charge, Hach wil!
deliver the Products on an expedited basis. Standard service delivery hours are 8
am — 5 pm Monday through Friday, excluding holidays.
4. INSPECTION: Buyer will promptly inspect and accept any Producis
delivered pursuant to this Contract after receipt of such Products. in the event the
Products do not conform to any applicable specifications, Buyer will promptly notify
Hach of such nonconformance in writing. Hach will have a reasonable opportunity to
repair or replace the nonconforming product at its option. Buyer will be deemed to
have accepted any Products delivered hereunder and to have waived any such
nonconformance in the event such a written notification is not received by Hach
within thirty (30) days of delivery.
§. PRICES & ORDER SIZES: All prices are in U.S. dollars and are based on
delivery as stated above. Prices do not include any charges for services such as
insurance; brokerage fees; sales, use, inventory or excise taxes; import or expori
duties; special financing fees; VAT, income or royalty taxes imposed outside the
U.S.; consular fees; special permits or licenses; or other charges imposed upon the
production, sale, distribution, or delivery of Products. Buyer will either pay any and
all such charges or provide Hach with acceptable exemption certificates, which
obligation survives performance under this Contract. Hach reserves the right to
establish minimum order sizes and will advise Buyer accordingly.
6. PAYMENTS: All payments must be made in U.S. dollars. For Internet orders,
the purchase price is due at the time and manner set forth at www.hach.com.
invoices for all other orders are due and payable NET 30 DAYS from date of the
invoice without regard to delays for inspection or transportation, with payments to
be made by check to Hach at the above address or by wire transfer to the account
stated on the front of Hach’s invoice, or far customers with no established credit,
Hach may require cash or credit card payment in advance of delivery. In the event
payments are not made or not made in a timely manner, Hach may, in addition to
all other remedies provided at law, either: (a) declare Buyer's performance in
breach and terminate this Contract for default; (b) withhold iuture shipments until
delinquent payments are made; {c) deliver future shipments on a cash-with-order or
casi-in-advance basis even after the delinquency is cured: (d) charge interest on
the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by
law, if lower, for each month or part thereof of delinquency in payment pius
applicable storage charges and/or inventory carrying charges; (e) repossess the
Products for which payment has not been made; (f} recover all costs of collection
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including reasonable attomey's fees; or (g) combine any of the above rights and
remedies as is practicable and permitted by law. Buyer is prohibited from setting off
any and all monies owed under this from any other sums, whether liquidated ar not,
that are or may be due Buyer, which arise out of a different transaction with Hach or
any of its affiliates. Should Buyer's financial responsibility become unsatisfactory to
Hach in its reasonable discretion, Hach may require cash payment or other security.
if Buyer fails to meet these requirements, Hach may treat such failure as reasonable
grounds for repudiation of this Contract, in which case reasonable cancellation
charges shall be due Hach. Buyer grants Hach a security interest in the Products to
secure payment in full, which payment releases the security interest but only if such
payments could not be considered an avoidable transfer under the U.S. Bankruptcy
Code or other applicable laws. Buyer's insolvency, bankruptcy, assignment for the
benefit of creditors, or dissolution or termination of the existence of Buyer,
constituies a default under this Contract and affords Hach all the remedies of a
secured party under the U.C.C., as well as the remedies stated above for jate
Payment or non-payment. See 7122 for further wire transfer requirements.
7. LIMITED WARRANTY: Hach warrants thet Products sold hereunder will be
free from defects in material and workmanship and will, wren used in accordance
with the manufacturer's operating and maintenance instructions, conform to any
express written warranty pertaining to the specific goods purchased, which for most
Hach instruments is for a period of twelve (12) months from delivery. Hach warrants
that services furnished hereunder will be free from defects in workmanship for a
period of ninety (80) days from the completion of the services. Paris provided by
Hach in the performance of services may be new or refurbished parts functioning
equivalent to new parts. Any non-functioning parts that are repaired by Hach shail
become the property of Hach. No warranties are extended to consumable items
such as, without limitation, reagents, batteries, mercury cells, and light bulbs. All
other guarantees, warranties, conditions and representations, either express
or implied, whether azising under eny statute, law, commercial usege or
otherwise, including implied warranties of merchantebllity and fitness for a
particular purpose, are hereby excluded. The sole remedy for Products not
meeting this Limited Warranty is replacement, credit or refund of the purchase
price. This remedy will not be deemed to have failed of its essential purpose so long
as Hach is willing to provide such replacement, credit or refund.
8. INDEIVINIFICATION: Indemnification applies to a party and to such party's
successors-in-interest, assignees, affiliates, directors, officers, and employees
(Indemnified Parties’). Hach is responsible for and will defend, indemnify and hold
harmless the Buyer indemnified Parties against all losses, claims, expenses or
damages which may resuit from accident, injury, damage, or death due to Hach’s
breach of the Limited Warranty. This indemnification is provided on the condition
that the Buyer is likewise responsible for and will defend, indemnify and hold
harmiess the Hach Indemnified Parties against all tosses, claims, expenses or
damages which may result from accident, injury, damage, or death due to the
‘negligence or misuse or misapplication of any goods or services by the Buyer or
any third party affiliated or in privity with Buyer.
8. PATENT PROTECTION: Subject to alt limitations of liability provided herein,
Hach will, with respect to any Products of Hach's design or manufacture, indemnify
Buyer from any and all damages and cosis as finally determined by a court of
competent jurisdiction in any suit for infringement of any U.S. patent (or European
patent for Products that Hach selis to Buyer for end use in a member state of the
E.U,) that has issued as of the delivery date, solely by reason of the sale or normal
use of any Products sold to Buyer hereunder and from reasonable expenses
incurred by Buyer in defense of such suit if Hach does not undertake the defense
thereof, provided thai Buyer promptly notifies Hach of such suit and offers Hach
either (i) full and exclusive control of the defense of such suit when Products of
Hach only are involved, or (ii) the right to participate in the defense of such suit
when products other than those of Hach are also involved. Hach’s warranty as to
use patents only applies to infringement arising solely out of the inherent operation
of the Products according to their applications as envisioned by Hach's
specifications. In case the Products are in such suit held to constitute infringement
and the use of the Products is enjoined, Hach will, at its awn expense and at its
option, either procure for Buyer the right to continue using such Products or replace
them with non-infringing products, or modify them so they become non-initinging, or
remove the Products and refund the purchase price (prorated for depreciation) and
the transportation costs thereof. The foregoing states the entire liability of Hach for
patent infringement by the Products. Further, io the same extent as set forth in
Hach’s above obligation to Buyer, Buyer agrees to defend, indemnify and hoid
harmiess Hach for patent infringement related to (x) any goods manufactured to the
Buyer's design, (y} services provided in accordance with the Buyer's instructions, or
(z) Hach's Products when used in combination with any other devices, parts or
software not provided ay Hach hereunder.
10. TRADEMARKS AND OTHER LABELS: Buyer agrees not to remove or alier
any indicia of manufacturing origin or patent numbers contained on or within the
Products, including without limitation the seria! numbers or trademarks on
nameplates or cast, molded or machined components.
