Terms and Conditions of Internet Sale
The following Terms and Conditions (Terms) apply to all sales made by Lake Shore Cryotronics, Inc. (Lake Shore), except where there is a conflict between the Terms and a contractual agreement contained in a purchaser’s written Sales Agreement, in which case the Sales Agreement shall control.
Visa, MasterCard, and American Express—Lake Shore accepts Visa, MasterCard, and American Express from customers in Canada and the United States and from foreign companies when an American or Canadian financial institution issues the credit card.
Inside the U.S.—Unless otherwise stated in writing, full payment must be received within 30 days of invoice date.
Outside the U.S.—Payment terms acceptable to Lake Shore Cryotronics, Inc., unless otherwise agreed upon in writing, are as follows:
- Payment with the order.
- Payment prior to shipment. Note: Acceptable payment methods are bank draft (check) or telegraphic transfer (T/T). A sight draft is not acceptable.
- Irrevocable letter of credit. Note: There is an additional documentation processing fee if payment is made with a letter of credit. The purchaser shall be responsible for the additional fee at the time of Payment.
Product lines requiring operational training and verification (OT&V) will be billed in two installments:
- When product is shipped; and,
- When OT&V is performed.
Full payment for product lines requiring OT&V and for any product for which Lake Shore sends the purchaser an invoice under the above stated Payment terms must be received within 30 days of each invoice date, unless otherwise agreed upon in writing.
Unless otherwise stated, all prices that are quoted to the Purchaser are exclusive of use, sales, and similar taxes. The Purchaser shall be responsible to pay Lake Shore the amount of all taxes for which Lake Shore is responsible to remit the tax on a product or service at the time of the Purchaser’s Payment, as outlined above. Such taxes that do apply directly to the Purchaser’s order shall be paid to Lake Shore by the purchaser, unless an exemption certificate is supplied to Lake Shore that is acceptable to pertinent taxing authorities. Lake Shore currently collects sales tax in the following states: AZ, CA, IL, IN, MI, OH, SC, and WA.
Where Lake Shore is not responsible to remit the tax on sale to pertinent governmental entities, then the Purchaser shall be responsible to remit such tax. Value Added Tax (VAT) and other export taxes are the responsibility of the purchaser.
There is a $75 minimum charge for orders placed with a purchase order (PO) and a $5,000 minimum charge for orders placed with a letter of credit (LC). There is no minimum order charge for other payment methods accepted by Lake Shore.
Proposed delivery dates are based upon Lake Shore production schedules at the time of Lake Shore’s receipt of the Purchaser’s order. However, Lake Shore shall not be liable for any direct or indirect Purchaser damages for default in or delay in delivery. Transportation charges between the Lake Shore factory or warehouse and the Purchaser’s delivery point are payable by the Purchaser as a separate invoice item unless otherwise set forth in the quotation and contract in writing.
Hazardous Materials: Lake Shore reserves the right to separate the hazardous materials from the rest of the purchaser’s shipment and to send hazardous materials directly to the customer via the "Best Way" available, in accord with Lake Shore’s discretion, without incurring any liability to Purchaser for default in or delay in delivery of the same to the Purchaser or for its decision to treat the goods as hazardous materials, regardless as to how the purchaser originally scheduled the transport of the goods purchased.
- Lake Shore cannot guarantee delivery of International hazardous materials shipments without conducting an investigation of each destination on a case-by-case basis because such materials are subject to a variety of controls and laws imposed by the various jurisdictions through which the products must pass.
- Purchasers who order hazardous materials and then refuse to accept the hazardous materials shipment will be charged for all shipping costs and a re-stocking fee.
Risk of Loss: Unless otherwise indicated in writing, the title to Purchaser’s goods and risk of loss for such goods pass to Purchaser when the products have been delivered to the Purchaser’s transport agent at Lake Shore Cryotronics, Inc.’s plant dock or shipping department in Westerville, Ohio.
- The delivery receipt for the Purchaser’s shipment will be prima facie evidence that the shipment was delivered in compliance with the terms of the sale agreement if there is no written notification of rejection of the goods sent by Purchaser to Lake Shore (whether such condition is immediately apparent or concealed). The Purchaser has the responsibility of verifying the condition of the goods on receipt;
- Purchaser must reject purchased goods (whether such condition is immediately apparent or concealed) by notifying Lake Shore in writing within five (5) days from the date of the Purchaser’s receipt of goods. No goods may be returned for credit without prior written consent from Lake Shore.
Lake Shore shall not be liable for any damage or penalty for delay in or for failure in performance under its sale agreement with Purchaser, including any failure to give notice of delay in delivery due to the weather, acts of God, act of civil or military authority within any government, war, riot, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of Lake Shore.
OPERATIONAL TRAINING AND VERIFICATION (OT&V)
The Purchaser warrants that the site where the products are to be installed is in all respects suitable for the safe and lawful installation and operation of the products. The Purchaser shall obtain any certificates or other approvals required prior to OT&V services and shall inform Lake Shore of all relevant safety, building, and electrical codes and other requirements relevant to the service. Purchaser shall indemnify Lake Shore against any liability or expense resulting from the Purchaser’s failure to do so.
If Lake Shore has agreed to effect or supervise the Purchaser’s OT&V of Lake Shore’s products under the sale agreement, the Purchaser shall prepare the site prior to Lake Shore’s arrival in accord with the sale and service agreement and the Purchaser shall provide all services (including labor) for efficient OT&V. If the Purchaser fails to perform its obligations under the OT&V sale and service agreement, Lake Shore shall be permitted to charge the Purchaser for Lake Shore’s personnel costs due to the Purchaser’s failure.
Upon completion of Purchaser’s OT&V, Lake Shore may issue and Purchaser shall review and, if accurate, sign an “Acceptance of Product Certificate,” (the Acceptance) within 10 days after the OT&V. The Acceptance shall verify OT&V services have been performed on the purchased equipment. The Acceptance shall be conclusive evidence of the Goods’ and OT&V’s conformity with the sale agreement contract.
If the Purchaser fails to return the Acceptance, or fails to respond to the issuance of the same to the Purchaser, then the Purchaser’s failure to respond to the certificate within the time allotted shall constitute acceptance by the Purchaser.
The Purchaser may cancel orders for catalog items if the Purchaser pays Lake Shore’s re-stocking charge. (See Returned Goods below.)
A Purchaser’s order for custom fabricated or non-catalog products can not be cancelled under any condition, and the Purchaser must remit the purchase price of such product to Lake Shore; the Purchaser and Lake Shore may reach mutually agreed terms in writing regarding other costs or expenses that are attributable to the Purchaser’s election to terminate shipment of a product. However, the Purchaser shall be responsible for all expense or costs incurred or obligated by Lake Shore in relation to such product prior to the date and time of Purchaser’s notification to Lake Shore of Purchaser’s intent. Purchaser shall further indemnify Lake Shore from all such expense or cost.
Goods may not be returned to Lake Shore for any reason, except with prior written authorization from Lake Shore. Unless otherwise agreed, authorized returned goods that are not properly rejected for compliance reasons are subject to a 15% re-stocking charge [there is a $50.00 minimum charge for domestic US Purchasers and a $60.00 minimum charge for International Purchasers on sensors and other temperature transducers], plus an assessment against the Purchaser of any additional expense required to return received material to first class salable condition.
Purchaser agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Purchaser agrees to comply with the Export Administration Regulations of the United States in so far as they apply to the sale, re-sale and transport of products.
As part of Lake Shore’s compliance with export regulations, Lake Shore collects and records end-user information to determine whether Lake Shore needs export licenses for its products. As such, all products must be delivered to the agreed upon contract ultimate destination, as shown on Lake Shore sale paperwork. Any in-transit diversion from the agreed upon ultimate destination is prohibited.
Lake Shore Limited Warranty
WARRANTY PERIOD: THREE (3) YEARS
Lake Shore warrants that products manufactured by Lake Shore (the “Product”) will be free from defects in materials and workmanship for three years from the date of Purchaser’s physical receipt of the Product (the “Warranty Period”). If Lake Shore receives notice of any such defects during the Warranty Period and the defective Product is shipped freight prepaid back to Lake Shore, Lake Shore will, at its option, either repair or replace the Product (if it is so defective) without charge for parts, service labor or associated customary return shipping cost to the Purchaser. Replacement for the Product may be by either new or equivalent in performance to new. Replacement or repaired parts, or a replaced Product, will be warranted for only the unexpired portion of the original warranty or 90 days (whichever is greater).
Lake Shore warrants the Product only if the Product has been sold by an authorized Lake Shore employee, sales representative, dealer or an authorized Lake Shore original equipment manufacturer (OEM).
The Product may contain remanufactured parts equivalent to new in performance or may have been subject to incidental use when it is originally sold to the Purchaser.
The Warranty Period begins on the date of Purchaser’s physical receipt of the Product or later on the date of operational training and verification (OT&V) of the Product if the service is performed by Lake Shore, provided that if the Purchaser schedules or delays the Lake Shore OT&V for more than 30 days after delivery then the Warranty Period begins on the 31st day after Purchaser’s physical receipt of the Product.
This limited warranty does not apply to defects in the Product resulting from (a) improper or inadequate installation (unless OT&V services are performed by Lake Shore), maintenance, repair or calibration, (b) fuses, software, power surges, lightning and non-rechargeable batteries, (c) software, interfacing, parts or other supplies not furnished by Lake Shore, (d) unauthorized modification or misuse, (e) operation outside of the published specifications, (f) improper site preparation or site maintenance (g) natural disasters such as flood, fire, wind, or earthquake, or (h) damage during shipment other than original shipment to you if shipped through a Lake Shore carrier.
This limited warranty does not cover: (a) regularly scheduled or ordinary and expected recalibrations of the Product; (b) accessories to the Product (such as probe tips and cables, holders, wire, grease, varnish, feedthroughs, etc.); (c) consumables used in conjunction with the Product (such as probe tips and cables, probe holders, sample tails, rods and holders, ceramic putty for mounting samples, Hall sample cards, Hall sample enclosures, etc.); or, (d) non-Lake Shore branded Products that are integrated with the Product.
To the extent allowed by applicable law,, this limited warranty is the only warranty applicable to the Product and replaces all other warranties or conditions, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose. Specifically, except as provided herein, Lake Shore undertakes no responsibility that the products will be fit for any particular purpose for which you may be buying the Products. Any implied warranty is limited in duration to the warranty period. No oral or written information, or advice given by the Company, its Agents or Employees, shall create a warranty or in any way increase the scope of this limited warranty. Some countries, states or provinces do not allow limitations on an implied warranty, so the above limitation or exclusion might not apply to you. This warranty gives you specific legal rights and you might also have other rights that vary from country to country, state to state or province to province.
Further, with regard to the United Nations Convention for International Sale of Goods (CISC,) if CISG is found to apply in relation to this agreement, which is specifically disclaimed by Lake Shore, then this limited warranty excludes warranties that: (a) the Product is fit for the purpose for which goods of the same description would ordinarily be used, (b) the Product is fit for any particular purpose expressly or impliedly made known to Lake Shore at the time of the conclusion of the contract. (c) the Product is contained or packaged in a manner usual for such goods or in a manner adequate to preserve and protect such goods where it is shipped by someone other than a carrier hired by Lake Shore.
Lake Shore disclaims any warranties of technological value or of non-infringement with respect to the Product and Lake Shore shall have no duty to defend, indemnify, or hold harmless you from and against any or all damages or costs incurred by you arising from the infringement of patents or trademarks or violation or copyrights by the Product.
This warranty is not transferrable.
Except to the extent prohibited by applicable law, neither Lake Shore nor any of its subsidiaries, affiliates or suppliers will be held liable for direct, special, incidental, consequential or other damages (including lost profit, lost data, or downtime costs) arising out of the use, inability to use or result of use of the product, whether based in warranty, contract, tort or other legal theory, regardless whether or not Lake Shore has been advised of the possibility of such damages. Purchaser’s use of the Product is entirely at Purchaser’s risk. Some countries, states and provinces do not allow the exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.
This limited warranty gives you specific legal rights, and you may also have other rights that vary within or between jurisdictions where the product is purchased and/or used. Some jurisdictions do not allow limitation in certain warranties, and so the above limitations or exclusions of some warranties stated above may not apply to you.
Except to the extent allowed by applicable law, the terms of this limited warranty statement do not exclude, restrict or modify the mandatory statutory rights applicable to the sale of the product to you.
APPLICABLE LAW AND PLACE OF DISPUTE RESOLUTION
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of Ohio, USA, excluding application of the United Nations Convention for International sale of Goods (CISG) and excluding any rules relating to the conflicts of law provisions in Ohio.
Any and all disputes arising out of this agreement shall be subject to final and binding arbitration with the American Arbitration Association (AAA).
Regarding those transactions relating International trade, rules governing arbitration thereunder shall be in accord with the AAA International Arbitration Rules.
Further, in all arbitrations the arbitrator(s) shall have exclusive authority to resolve all claims covered by this arbitration agreement, including any dispute relating to the interpretation, applicability, enforceability or formation of this arbitration agreement, and including, but not limited to, any claim that all or any part of this arbitration agreement is void or voidable.
In regard to International trade, any issues involving the scope of arbitration of a dispute shall be governed by the substantive law of the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.
In regard to domestic US trade, any issues involving the arbitrability of a dispute shall be governed by the substantive law of Ohio, relating to arbitration.
Further, the venue of arbitration shall be in Franklin or Delaware Counties, Ohio U.S.A. The substantive law used for arbitration, or otherwise for all dispute resolution, (other than as is set out above relating to the scope of arbitration) shall be that of Ohio, U.S.A., excluding application of the United Nations Convention for International sale of Goods (CISG) and exclusive of its conflict of laws provisions. The State of Ohio, U.S.A., shall be deemed the place the sale contract is formed.