Termos e condições de vendas

THE CONDITIONS SHOWN BELOW APPLY TO THE SALE OF GOODS.

WHERE YOU HAVE PURCHASED A SERVICE PLAN, THE APPLICABLE TERMS AND CONDITIONS ARE THOSE SUPPLIED IN CONJUNCTION WITH THE QUOTATION FOR THAT PLAN.

The sale by Waters Australia Pty Limited (ABN 49 065 444 751) to its customer shall be subject to the following terms and conditions. These conditions are included in and form part of the quotation, statement, invoice, or delivery docket unless any of the conditions are excluded or modified in writing by an authorised officer of Waters Australia Pty Limited.

1. In these conditions:
   "Goods" means the goods to be supplied by the Vendor and described on the other side hereof and/or in a document attached hereto;
   "Purchaser" means the purchaser described on the other side hereof and/or in a document attached hereto of the Goods;
   "Vendor" means Waters Australia Pty Limited;
   reference to the singular includes the plural.
2. The placement of any order with the Vendor arising from the Purchaser's acceptance of the Vendor's quotation for Goods shall be deemed to be acceptance of these Conditions by the Purchaser but the Vendor may accept or reject any order in whole or in part for Goods.
   
3. Prices quoted herein are firm for a period of thirty (30) days unless otherwise specified except when the prices are based on a specified currency conversion rate and if such rate varies the price may be varied in the same way.
   
4. Unless otherwise indicated, prices quoted herein include freight, and handling charges, installation, and commission charges.
5. Unless otherwise indicated, the Purchaser shall pay the Vendor the price for the Goods within thirty (30) days after the date on the Vendor's invoice for the Goods.
   
6. Title in the Goods shall not pass to the Purchaser until the earlier of payment in full of the price for the Goods or disposal of the Goods in the ordinary course of business of the Purchaser and until that occurs the Purchaser shall hold the Goods as bailee of the Vendor. Risk in the Goods shall pass to the Purchaser on their delivery to the Purchaser.
   
7. If a delivery date is specified on the reverse side hereof, then the Vendor will attempt to deliver Goods by that date but the Vendor shall be under no obligation to do so.
   
8. If the Purchaser does not pay the price for the Goods when due, without prejudice to any other remedy which may be available to the Vendor, the Purchaser shall deliver up the Goods to the Vendor upon demand, and if the Purchaser fails to do so, the Vendor may retake possession of the Goods (and for that purpose the Purchaser authorises the Vendor and its employees and agents to enter the Purchaser's premises and remove the Goods without notice) and the cost of retaking possession of the Goods shall constitute additional charges payable by the Purchaser to the Vendor.
   
9. Any claim for error in respect of Goods delivered must be made in writing within seven (7) days after their delivery.
   
10. When the Goods are installed by the Vendor at the Purchaser's request, the Purchaser shall provide at no cost to the Vendor, all utility services required and, when necessary, special handling equipment. Installation of the Goods will normally be made as soon as practicable after their delivery.
    
11. The Vendor warrants that the Goods manufactured by Waters Corporation are free from defects in materials and workmanship when used in accordance with instructions given by the Vendor from time to time for the period notified by the Vendor to the Purchaser provided that if the Goods are not installed by the Vendor the above warranty shall apply only if the Goods are installed and maintained strictly in accordance with instructions provided by the Vendor from time to time.
    Warranty period: One year on new instruments, 90 days on consumables, spares parts, and reconditioned instruments.
12. Apart from the warranty in Clause 11 and warranties implied by the Trade Practices Act, 1974, and similar State and Territory laws and incapable of exclusion, restriction, or modification, the Vendor makes no warranties in respect of the Goods or services provided or anything else.
    
13. Where conditions or warranties are implied by the Trade Practices Act, 1974, or similar State or Territory laws in respect of the supply of goods or services of a kind not ordinarily acquired for personal, domestic, or household use or consumption, and in respect of the warranty contained in Clause 11 and for any other claim under or in respect of or arising out of the supply of the Goods and/or the provision of any services, the Vendor's liability for breach of any such condition, warranty or claim (other than a condition or warranty implied by Section 69 of the Trade Practices Act, 1974) shall be limited, subject to Section 68A of the Trade Practices Act, 1974, and similar provisions in State or Territory laws in the case of conditions or warranties implied by such Act or laws, and at the option of Vendor to:
    • in the case of Goods, any one or more of the replacement of the Goods, the supply of equivalent Goods, the repair of the Goods, the payment of the cost of replacing the Goods or of acquiring equivalent Goods, or the payment of the cost of having the Goods repaired; or
    • in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again, and the Vendor's liability for breach of the warranty contained in Clause 11 or for any other such claim in respect of consequential, indirect or special loss relating thereto or loss arising from negligence or any other tort is hereby excluded.
14. Other than as stated in Clause 11, the Purchaser acknowledges that it has relied only on its own inquiries, and investigations in respect of all matters in relation to the supply of Goods, the suitability of the Goods for the Purchaser's purpose, and operating site and the provision of any services and has not relied upon any representation, warranty, condition or statement made by or on behalf of Vendor or any other person regarding the Goods, the suitability of the Goods for the Purchaser's purpose and operating site and the provision of any services.
15. The Purchaser hereby releases Vendor from all actions, claims, demands, suits, and liability whatsoever which it may have or claim to have or but for this release might have had against Vendor (a) arising out of any representation, warranty covenant or term or provision not set out or referred to herein or (b) arising out of or in conjunction with the Goods not being suitable for the Purchaser's purposes or operating site.
16. The Goods shall not, under any circumstances, be returned by the Purchaser to the Vendor unless the Vendor has breached any warranty in these Conditions or implied by law. In this regard, the Vendor will be required to consent to the return of the Goods by the Purchaser to the Vendor for the above reasons.
17. Any GST, (that is, any goods, and services tax as imposed by the A New Tax System (Goods and Services Tax) Act 1999, or, if that Act does not exist for any reason, any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act) payable in connection with the Sale of Goods and the provision of services by Waters will be paid for and reimbursed by the Purchaser.
    
18. These Conditions are the only terms and conditions that apply to the sale of the Goods and the provisions of any services by the Vendor to the Purchaser and all other terms and conditions are hereby excluded, with the exception of Terms and Conditions relating to Waters Total Assurance Plan.
19. These Conditions may be amended only by an instrument in writing signed by an authorized officer of the Vendor.
    
20. Force Majeure: Waters shall have no liability for failure to perform or delay in performance, in the delivery of any and all equipment manufactured or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any, and all services provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilisation, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes or labour disturbances.

I forbindelse med køb af instrumenter fra Waters udstedes et "kemikalie certifikat", som giver 15% rabat på kolonner, Sep-Pak, autosampler glas og andet tilbehør til HPLC, som findes i vores kolonnekatalog. Certifikatet er gyldigt til én samlet ordre indenfor 90 dage efter udstedelsen.

Prisen er i danske kroner, gælder frit leveret, eksklusive moms og inklusive told.

For software ydes 1 års fri support og opdatering. Waters garanterer kun performance for software installeret på supporteret hardware og operativsystemer konfigureret i henhold til specifikationerne og software release notes. Tilbudet er gældende i 30 dage.

Betalingsbetingelser: 30 dage netto fra fakturadato.

Leveringstid: 6–8 uger.

Garantitid: 12 måneder. Dog 90 dage for sliddele f.eks. pakninger, lamper etc.

Hvis andet ikke er skriftligt aftalt, gælder Waters A/S standard salgs- og leveringsbetingelser pr. 1. juli 2003.

Alle kurser der indgår i dette tilbud er gyldige indtil et år efter installationsdatoen for instrumentet. Herefter bortfalder kurserne.

Waters udstyr er mærket i henhold til WEEE direktivet (2002/96/EF). Waters vil ved salg af nyt Waters HPLC og MS udstyr, som erstatter eksisterende HPLC- eller MS-system tage de udtjente moduler retur uanset mærkning/fabrikat og sørge for bortskaffelse gennem certificeret genindvindingsvirksomhed for elektronikskrot. Waters tager i alle tilfælde udtjente HPLC-moduler, uanset mærke/fabrikat, som er WEEE mærket, retur til skrotning. Afhentning og skrotning af udstyr sker for Waters regning. Waters er medlem af den kollektive ordning Elretur (elretur.dk) og er registreret i WEEE-System Danmark.

Force majeure:
Skulle levering være forhindret på grund af force majeure, fritager det Waters A/S for ethvert ansvar, og Waters forbeholder sig ret til helt el
ler delvis at annullere aftalen, eller udskyde leveringen med den af forhindringen forårsagede forsinkelse ud over den i aftalen fastsatte leveringsfrist.

Under force majeure henhørfer bl.a. arbejdskonflikter, krig eller terror handlinger, blokade, afspærringer, politiske uroligheder, statsindgriben af en hvilken som helst art, mangel på drivkraftmidler eller omstændigheder i øvrigt, som ligger uden for Waters kontrol, og som påvirker Waters muligheder for at opfylde sine leveringsforpligtelser.

§1 - Terms of Delivery
Delivery is in accordance with Incoterms CIP.
The specified delivery time is from receipt of the written order. The final delivery date will be confirmed after clearance of all details regarding the formal order and the installation requirements. Waters retain the right to substitute any item with one of equal or greater performance without notice.
Every instrument module is delivered with an instruction manual and start-up kit, including required parts and supplies for installation and startup.

§2 - Terms of Payment
Standard payment is 14 days net.
Service plans are invoiced separately.

§3 - Installation
Prices include installation on a prepared site as detailed in our Pre-Installation Requirements Guide. Installation will commence after written confirmation by the purchaser that the site has been prepared to specification. Any additional costs incurred by Waters through inadequate provision of necessary site services will be charged to the purchaser. The Waters engineer will perform a series of performance tests during the installation period.
On completion of installation an Installation Certificate. will be signed by the Waters engineer and the purchaser’s authorized representative. At this time, the manufacturers warranty will commence, and the system will then be made available for the running of customer samples.

§4 - Training
During installation of the instrument, the engineer will cover basic training in the operational aspects of the instrument. For a detailed technical training in instrument operation we recommend the purchaser to attend one of our regular training courses held at Waters.
Waters regularly hold theoretical and practical service- and user training for LC and MS. If there is a demand, we will be happy to arrange courses in your work environment.
The classroom or face to face training included in this quotation is valid within a year of installation and of course you will also continue to enjoy access to our on-line resources for the life of your instrument.

§5 - Service
Service and maintenance from Waters service department will be executed from Helsinki.

THIS TRANSACTION IS EXPRESSLY CONDITIONED UPON AND SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services set forth, made by Waters (India) Private Limited (“Waters”) by this document (“Document”) shall create a contract subject to and expressly limited by the terms and conditions contained on this Document. Acceptance of these terms and conditions set forth shall be final and binding on the parties: if additional or different terms are proposed by buyer (“Buyer”), such additional or different terms shall not become a part of the contract formed by Buyer's acceptance, unless they are expressly agreed in writing by Waters. Receipt of the goods sold hereunder (“Products”) or commencement of the services provided hereunder (“Services”) shall constitute acceptance of the terms and conditions of this Document. However, Waters may accept or reject Buyer’s order in whole or in part. Prices quoted in quotation are firm for a period of thirty (30) days unless otherwise specified and are discretionary to Waters.
2. Payment - Unless otherwise agreed with Waters, any tax, duty, custom or other fee of any nature imposed upon this transaction by any state or central governmental authority shall be paid by Buyer in addition to the price quoted in the invoice/quotation. In the event Waters is required to prepay any such tax or fee, Buyer agrees to reimburse the same to Waters accordingly. All quotations and estimates used by Waters are, unless otherwise stated, based on the existing costs and are subject to amendment on or after acceptance of order by Waters to meet any rise in such costs.
   • Payment shall be made by Bank Drafts payable at par in the name of "Waters (India) Private Limited." Payment advice should have the necessary information about the order or invoice/quotation. In case of NEFT/RTGS/IMPS/TT payments or any other pre-approved modes of remittance, Buyer shall mention the invoice/quotation number/Contract number in the "Sender to Receiver" information. In case of payment consisting of multiple invoices, Buyer shall send the details to India_Accounts@waters.com. All the bank charges shall be made to Buyer's account.
   • Unless otherwise agreed by Waters, payment terms shall be as mentioned under the invoice/quotation. All payments made by Buyer shall be made without any deduction of deferment in respect of any disputes or claims whatsoever.
   • Time for payment shall be of the essence. In case of any delay in payment, an interest charge equal to 1.5% interest per month will be added to the invoice and part thereof will be charged for any delayed payment if the payment is not settled within the agreed timeline.
   • Prices quoted are exclusive of all taxes and duties. Duties, levies, and taxes will be charged additionally at the prevailing rates at the time of invoicing of Products. If the concessions exemptions in the duties or taxes are claimed, the evidence thereof from the authority should be furnished along with the purchase order.
3. Delivery and Shipment - Unless otherwise specified, CIP terms will apply. Identification of the Products shall occur when they leave Waters’ distribution point at which time title and risk of loss shall pass to Buyer. Waters will make reasonable commercial efforts to ship the Products or provide the Services hereunder in accordance with the delivery date agreed with Waters; provided that Waters accepts no liability for any losses or for general, special, or consequential damages arising out of delays in delivery. Notwithstanding that Waters may agree to deliver the Products at some specified place, the delivery of the Products to a carrier for the purpose of transmission to Buyer is deemed to be a delivery of the Products to Buyer.
   • The period of delivery will commence only from the date of receipt of the technically and commercially clear order. Products will be delivered within the period stipulated in our order acknowledgement/proforma/invoice/quotation subject to delay caused by or any manner of Force Majeure (as detailed hereinafter) or any other reason caused beyond Waters’ control. Waters shall not be liable for any damages or liquidated damages in such delay.
4. Warranty - The Products and/or Services shall be covered by the applicable Waters' standard warranty, a copy of which is supplied with the Products and/or Services or upon request. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR SERVICES. WATERS EXPRESSLY EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to Buyer is merely illustrative of the general types and quality of goods and does not represent that the Products will conform to the model or sample. Buyer's remedies under Waters' warranty shall be limited to repair or replacement of the Product or component which failed to conform to Waters’ standard warranty. WATERS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR SERVICES.
   • Buyer hereby releases Waters from all actions, claims, demands, suits, and liability whatsoever which it may have or claim to have or but for this release might have had against Waters (a) arising out of any representation, warranty covenant, or term or provision not set out or referred to herein or (b) arising out of or in conjunction with the Products not being suitable for Buyer's purposes or operating site.
5. Returned Products - Waters may, in its sole discretion, authorize Product returns in appropriate circumstances, subject to such conditions as Waters may specify. Any such return shall be subject to the express prior authorization of Waters, payment of a restocking charge by Buyer, and in accordance with Waters’ Return Policy. However, no returns will be authorized after ninety (90) days following shipment to Buyer.
6. Technical Advice - Waters may, at Buyer's request furnish technical assistance, advice, and information with respect to the Products, if and to the extent that such advice, assistance, and information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at Buyer's risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4 ABOVE.
7. Waters' Right of Possession, etc. - Buyer hereby grants Waters a purchase money security interest in any goods offered by way of this invoice/quotation to secure the due and punctual payment of the purchase price specified in this invoice/quotation. In the event of default by Buyer in any payment due Waters or in the event Buyer declares bankruptcy or becomes insolvent, Waters shall have the right, in addition to any other remedies it may have at law or in equity, to cancel the contract and in its discretion, sell the Products to any other third party if shipment has not occurred, withhold shipment, recall Products in transit and retake the same, or repossess any Products or goods which may be stored with Waters for Buyer's account without the necessity for Waters to initiate any other proceedings. Waters also reserves the right, in its sole discretion, to sell the Products to any other party in case of a non-adherence to payment milestones by Buyer.
8. Agents, etc. - No agent, employee, or other representative has the right to modify or expand Waters' standard warranty applicable to the Products and/or services or to make any representations as to the Products other than those set forth in the applicable user or operator's guide delivered with the Products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between Waters and Buyer for the purchase of the Products or Services.
9. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this invoice/quotation or the sale of Products and/or performance of the Services may be modified, and any breach thereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought.
10. Additional Terms and Conditions - These terms and conditions may also be subject to any “Special Terms and Conditions” applicable to the Products or Services specified by Waters under the invoice, quotation, or any other document. Any variance from the terms and conditions of this Document or other written notification from Buyer, will be of no effect in the absence of a written approval by authorized personnel of Waters.
11. Governing Law/Disputes - These terms and conditions are governed and construed in accordance with laws of India. All disputes or controversies arising in connection with the contract formed by Buyer’s acceptance of this invoice/quotation or the sale of Products and/or performance of the Services shall be resolved by final and binding arbitration seated in Bengaluru, India under the Rules of Arbitration of the Indian Arbitration and Conciliation Act, 1996 by a single arbitrator mutually appointed in accordance with the said Rules then in effect. The language of arbitration shall be English. The award of the arbitration shall be final and binding on both Parties.
12. Export - Buyer hereby undertakes to comply fully with all applicable provisions of the Export Control Laws as may be in effect for any of the Products and shall seek, whenever required, at its own expense, export licenses prior to any export of the Products and shall further assure compliance with all reexport restrictions under Export Control Laws.
13. Intellectual Property/Software - The sale of the Products or Services by Waters to Buyer does not confer any right or license upon Buyer to use, exploit or otherwise utilize any intellectual property rights subsisting in or relating to the goods of which Waters is a proprietor or to which Waters is otherwise entitled. - To the extent, there is any software included with the Products, the software is being licensed on a non-exclusive, non-transferable, non-sublicensable basis to Buyer, and not sold. All rights, titles, and interests therein shall remain with Waters. Use of the software shall be in accordance with the applicable software license agreement/terms and conditions delivered with the Products.
14. Claims - Claims for shortages, non-conformity with specification, error or deficiency or for damages in transit or delivery, or for other causes shall be deemed waived or released by buyer unless received in writing within 5 (five) days of delivery of Products or the installation thereof by Waters’ representative, whichever is earlier.
15. Cancellation - Order once placed with and accepted by Waters may be cancelled only with Waters’ consent. In such event, Buyer shall indemnify and hold Waters harmless against any loss or damages. A 10% cancellation and restocking charge of the order value will be charged from Buyer for any cancellation. Waters reserves the right to cancel the order in whole or in part based on reasonable grounds such as inability to verify or identify Buyer, product availability, etc.
16. Force Majeure - Waters shall have no liability for failure to perform, or delay in performance, or in the delivery of any and all equipment manufactured or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilization, riots, epidemic, pandemic, quarantine, landslides, lightning, earthquakes, Governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.
17. Other Agreements - If there is any inconsistency between these terms and any order submitted by Buyer (whether in writing, verbally, or otherwise) or any other arrangements between the parties, these terms prevail unless otherwise agreed in writing by the parties, save that as between these terms and any valid, binding and current written agreement signed by Buyer and the seller, such formal written agreement shall prevail to the extent of any inconsistency. For the avoidance of doubt, in the event of a conflict between these terms and conditions and the conditions of Buyer, the following order of precedence shall apply: Waters Special Terms and Conditions; Waters General Terms and Conditions, Buyer Purchase Order, any other relevant contract or documents between the parties.
18. Buyer Undertaking - Buyer shall be responsible for any misuse of its account and misuse of access and must take steps to ensure that others do not gain unauthorized access to its account. Buyer shall not use its account to breach the security or attempt to gain unauthorized access to another account. Sharing password and account access with unauthorized users and attempting to obtain another user's account password is strictly prohibited. Buyer shall not attempt to circumvent user authentication or security of any host, network, or account which includes but is not limited to accessing data not intended for it, logging into, or making use of a server or account. Any such unauthorized use or sharing of data shall result in termination of services and/or revocation of exclusive discounts (if any) provided by Waters.
19. Assignment - Buyer shall not transfer or assign its rights under these terms to anyone else without Waters’ prior consent in writing. Waters may assign or transfer any of its rights or obligations under these terms without Buyer’s consent. Each assignee or transferee is to have the same rights against Buyer under these terms as if named as Waters’.
20. Severability - If a provision of the foregoing terms is or becomes legally invalid, the validity of the remainder of the provisions shall not be affected thereby.

1. General
   • Waters Chromatography Ireland Limited (“Seller”) hereby agrees to sell the products to the Buyer upon the terms and conditions set forth herewith. Seller shall not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Seller acknowledges such notification in writing.
2.  Price
   • Unless otherwise agreed at the time of sale, the price stated is ex-works, and exclusive of VAT which shall be chargeable in addition upon supply of goods.
   • All quotations and estimates used by Seller are, unless otherwise stated, based on current costs, and are subject to amendment on or after acceptance of an order by Seller to meet any rise in such costs.
   • Any variation to prices quoted as a result of government taxes and levies will be for the Buyer’s account.
   • Written quotations automatically expire 60 calendar days from the date issued and are subject to termination by notice within that period. All orders based on written quotations are subject to Seller’s acceptance at its office in Dublin.
3. Delivery
   • Stock items are processed for prompt delivery. Whilst there is no minimum order value there is a minimum charge in respect of packing, handling, and delivery. Details of these charges are available on request.
   • Notwithstanding that the Seller and the Buyer may agree to deliver the goods at some specified place the delivery of goods to a carrier for the purpose of transmission to the Buyer is deemed to be a delivery of the goods to the Buyer and risk in the goods shall pass accordingly at the moment of delivery to the carrier.
   • Inspection and testing and/or installation of the goods are not provided by Seller unless otherwise agreed at the time of sale.
   • Seller retains ownership of the goods the property in which shall not pass to Buyer, and Buyer shall hold any goods delivered to it as bailee for and on behalf of Seller until Seller has received payment of the price of all the goods (whether or not the goods are delivered in installments and some have been paid for by Buyer pursuant to these terms). Until the goods are paid for in full the Buyer shall store the goods separately or in some other way ensure that the goods are readily identifiable as the property of Seller, and at Seller’s request either shall deliver up the goods to Seller or shall permit Seller to enter Buyer’s business or other premises to repossess the goods and subsequently re-sell them.
   • The provisions of clause 3(d) shall survive the termination of the contract for whatever reason.
4. Payment
   • Payment terms are strictly Net Cash 30 days after delivery of the goods, provided Buyer’s credit has been approved. If the Buyer’s credit had not been established with Seller, terms are payment in advance or C.O.D.
   • All payments made by Buyer shall be made without any deduction or deferment in respect of any disputes or claims whatsoever and/or in respect of any taxes imposed by or under the authority of any government or public authority.
   • Where Seller does not receive payment of any of its invoices within 30 days of the date thereof interest shall thereafter accrue on the sum due and owing to Seller at the rate of 2% per month calculated on a daily basis without prejudice to Seller’s right to receive a payment within such 30 day period.
   • Time for payment shall be of the essence.
5. Confidentiality/Intellectual Property
   • Any order received by Seller will be treated as confidential and will not be disclosed or publicised to any third party for any reason without the prior written consent of Buyer. Neither shall Seller use Buyer’s name or other identity for advertising or publicity purposes without Buyer’s prior written consent. 
   • The sale of the goods by Seller to Buyer does not confer any right or license upon buyer to use, exploit or otherwise utilise any intellectual property rights subsisting in or relating to the goods of which Seller is a proprietor or to which Seller is otherwise entitled.
6. Specifications
   • The characteristics and specifications of Seller’s products are documented in Seller’s technical literature and are approximate only. Seller reserves the right to change product specifications without prior notice.
7. Cancellation
   • An order accepted by Seller may be cancelled only before delivery of the goods and only with the consent of Seller upon terms that Buyer will indemnify Seller against any loss incurred.
8. Returns
   • In no case are products to be returned without first obtaining the consent (in the form of a return goods authorisation number) of the Seller. Only unused products as currently manufactured that have been invoiced by the Seller within 30 days will be considered for return. Products accepted for credit are subject to a 20 percent service charge plus all transportation charges. Products built to order or not of the original manufacturer of the Seller are not subject to return for credit under any circumstances. Products must be securely packed to reach the Seller without damage.
9. Liability
   • While Seller’s personnel are available to advise Buyer concerning general applications of Seller’s products, oral representations are not warranties with respect to particular products, and Seller specifically disclaim such representations.
   • Seller warrants its products against defects in material and workmanship when used in accordance with the accompanying operating instructions for a period of one year from the date of delivery of the products. The Seller’s sole obligation shall be to repair or replace, at its option, any product or part thereof that proves defective in material or workmanship within the warranty period provided that the Buyer notifies the Seller within 30 days of discovering the defect.
   • Unless otherwise agreed at the time of sale, warranty service will not be provided for equipment removed from the installation location identified to the Seller at the time of sale unless the new location is within a member State of the European Economic Community or a State with which the European Economic Community has a free trading agreement.
   • Warranty service does not include or apply to:
     • Any product or part that in Seller’s judgment has been repaired by others, abused, improperly installed, altered or misused, or damaged in any way. Products or parts identified by Seller prior to sale as not having been manufactured by the Seller. In such cases, the warranty of the original manufacturer will apply and Seller’s sole obligation shall be to put the Buyer in contact with the original manufacturer.
     • Repair of products or parts which have malfunctioned or failed due to Buyer’s failure to perform preventative maintenance or calibration checks, or failure to have used good operating procedures as outlined in the operations manual or other materials provided to the Buyer by the Seller.
     • Repairs or replacements required as a result of decomposition or other changes caused by chemical action or a change in environmental conditions.
   • SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS. BUYER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF CLAUSE 9 SATISFY THE REQUIREMENTS OF REASONABLENESS SPECIFIED IN THE SALE OF GOODS AND SUPPLY OF SERVICES ACT 1980
10. Termination
    • If prior to the delivery of the goods (or any installment thereof), Seller has reason to believe that Buyer is unable to pay its debts or if Buyer enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation), whether compulsory or voluntary, or compounds with or convenes a meeting of its creditors, or has a receiver appointed over all or any part of its assets, or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business, Seller may terminate the contract by notice in writing to Buyer.
    • Termination of the contract pursuant to Clause 10 (a) shall not affect the accrued rights of the parties arising in any way out of such contract as of the date of termination.
11. Variation
    • Neither Seller nor Buyer shall be bound by any variation, waiver of, or addition to these terms, and conditions except as agreed by both parties in writing, signed on their behalf by either the Company Secretary of the Seller or Buyer or a Director of the Seller or Buyer.
12. Time
    • Seller will endeavour to dispatch the products on the promised delivery date but does not guarantee to do so. 
13. Force Majeure
    • Seller shall not be liable to Buyer for any delay or failure to fulfill its obligations under the contract if such delay or failure is caused by circumstances beyond its reasonable control.
14. Waste Disposal
    • It is the responsibility of the Buyer to manage and dispose of any waste electrical or electronic equipment purchased from the Seller in accordance with the terms of Articles 21 and 22 of the Waste Management (Waste Electrical and Electronic Equipment) Regulations 2005.
15. Law
    • The contract shall be deemed to have been made in Ireland and the Parties to the contract hereby submit to the jurisdiction of Irish courts. Irish law shall be the proper law of the contract.

1. Terms of Delivery
   Delivery is in accordance with Incoterms CIP.
   The specified delivery time (standard 90 days) is from receipt of the written order. The final delivery date will be confirmed after clearance of all details regarding the formal order and the installation requirements. Waters retain the right to substitute any item with one of equal or greater performance without notice, Waters will deliver to the purchaser's warehouse or ground floor laboratory. Additional transportation is the purchaser's responsibility.
2. Terms of Payment
   Unless otherwise agreed, our invoices are payable net, without any discount, under the following conditions:
   Order value up to € 100,000,--+ VAT
   100% upon delivery, payable within 30 days from date of invoice without any deduction,
   Order value over € 100.000,- + VAT
   50% downpayment upon receipt of downpayment invoice and corresponding bank guarantee without deduction
   50% upon delivery, payable within 30 days from date of invoice without any deduction.
   Service plans are invoiced separately when the instrument is installed,
   the classroom or face-to-face training included in our quotations is valid for up to a year after installation, we recommend however to avail of this training as close as possible to the date of installation.
3. Installation
   Prices include installation on a prepared site as detailed in our Pre-Installation Requirements Guide, Installation will commence after written confirmation by the purchaser that the site has been prepared to specification, Confirmation must be received at least four weeks prior to requested installation date. Any additional costs incurred by Waters through inadequate provision of necessary site services will be charged to the purchaser. On completion of installation an Installation Certificate will be signed by the Waters engineer and the purchasers authorized representative. At this time, the manufacturers warranty will commence and the system will then be made available for the running of customer samples.
4. Training
   During installation of the instrument, the engineer will cover basic training in the operational aspects of the instrument. For detailed technical training in instrument operation we recommend the purchaser to attend one of our regular training courses held at Waters, A quotation for the training course(s) will be forwarded on request.
5. Warranty
   The warranty period for the instrument is 12 months commencing after completion of installation or 15 months after delivery whichever is the sooner. For the data system, the warranty period is 12 months from the date of dispatch. During the warranty period, Waters shall replace or repair without charge any material or constructional defect. Excluded from the warranty conditions are:
   • Accidental or malicious damage.
   • Damage or faults which have been caused by a third party not contracted by Waters at the time the damage or fault occurred. Consumable items (parts subjected to normal wear and tear due to intensity of operation).
   • Damage resulting from neglect.
     Preventative maintenance schemes.
     Warranty will be considered void if at any time after installation the instrument is moved without Waters supervision.
6. Software
   Waters undertake to provide software maintenance and updates free of charge during the warranty period. This undertaking is only valid provided there are no hardware changes, which are necessary to allow the updated software to be installed and operate correctly. This applies to the Waters supplied software packages only and excludes any third party software. All Waters software is protected by copyright. At no time shall copies be made either with the user's permission or knowledge for the use of any third party, Any such unauthorized copy will leave the customer and his agent open to legal action. Software updates will be provided after written request by the purchaser. Information on new software releases can be found on the Waters website (http://www.waters.com).
7. Force Majeure
   No party shall be liable for failure or delay in performance of any obligation under this Agreement, other than payment of any amount due and payable, if such failure or delay is caused by circumstances beyond the control of the party concerned, including, without limitation, failures resulting from fires, earthquakes, power surges or failures, accidents, labor stoppages, war, revolution, civil commotion, acts of public enemies, blockade, embargo, inability to secure materials or labor, any law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government, or acts or omissions of communications carriers, or other causes beyond the reasonable control of the party affected, whether or not similar to the forgoing. Any such cause shall delay the performance of the affected obligation until such cause is removed.

§l - Terms of Delivery
Delivery is in accordance with Incoterms CIP.
The specified delivery time is from receipt of the written order. The final delivery date will be confirmed after clearance of all details regarding the formal order and the installation requirements. Waters retain the right to substitute any item with one of equal or greater performance without notice.
Every instrument module is delivered with an instruction manual and start-up kit, including required parts and supplies for installation and startup.

§2 - Terms of Payment
Standard payment is 30 days net.
Penalty interest is an official discount rate per. Lov om renter ved forsinket betaling. by 17. December 1976, #100. A fee will be charged when dunning letter is sent out.
Service plans are invoiced separately when the instrument is installed.

§3 - Installation
Prices include installation on a prepared site as detailed in our Pre-Installation Requirements Guide. Installation will commence after written confirmation by the purchaser that the site has been prepared to specification. Any additional costs incurred by Waters through inadequate provision of necessary site services will be charged to the purchaser. The Waters engineer will perform a series of performance tests during the installation period.
On completion of installation an installation Certificate. will be signed by the Waters engineer and the purchaser’s authorized representative. At this time, the manufacturer’s warranty will commence and the system will then be made available for the running of customer samples.

§4 - Training
During installation of the instrument, the engineer will cover basic training in the operational aspects of the instrument. For a detailed technical training in instrument operation we recommend the purchaser to attend one of our regular training courses held at Waters.
The classroom or face-to-face training included in this quotation is valid within a year of installation and of course, you will also continue to enjoy access to our online resources for the life of your instrument.
Waters regularly hold theoretical and practical service- and user training for LC and MS. If there is a demand we will be happy to arrange courses in your work environment.

§5 - Telephone-support
Available for all Waters products, working days 08.30 and 16.00.

§6 - Service
Service and maintenance from Waters service department will be executed from Oslo and Stockholm, normally performed within three working days.

§l - Terms of Delivery
Delivery is in accordance with Incoterms CIP.
The specified delivery time is from receipt of the written order. The final delivery date will be confirmed after clearance of all details regarding the formal order and the installation requirements. Waters retain the right to substitute any item with one of equal or greater performance without notice.

§2 - Terms of Payment
Standard payment is 30 days net.
Penalty interest is official discount rate + 8%.
Service plans are invoiced separately when the instrument is installed.

§3 - Installation
If installation has been purchased, Waters will install the system and provide the users with basic familiarization "start-up" training. It is not the intention of this training to go into great detail but focus on familiarize the customer with the basics of the system and software.
Installation will commence after written confirmation by the purchaser that the site has been prepared to Waters Pre-Installation Site Preparation Guide. Confirmation must be received at least four weeks prior to requested installation date. Any additional costs incurred by Waters through inadequate provision of necessary site services will be charged to the purchaser.
On completion of installation an 'Installation Certificate' will be signed by the Waters engineer and the purchaser's authorized representative. At this time, the manufacturers warranty will commence and the system will then be made available for the running of customer samples.

§4 - Training
The classroom or face to face training included in this quotation is valid within a year of installation and of course you will also continue to enjoy access to our on-line resources for the life of your instrument.
It is important that our customers are successful with their Waters system and it is therefore highly recommended that all users using the equipment attend the appropriate Waters training courses, available either at Waters facilities or on customers' site.

§5 - Service
During the warranty period, service will be provided from Waters service department, normally performed within three working days.

§6 - Warranty
The warranty period for the instrument is 12 months commencing after completion of installation or 15 months after delivery whichever is the sooner. For the data system the warranty period is 12 months from the date of dispatch. During the warranty period, Waters shall replace or repair without charge any material or constructional defect.
Excluded from the warranty conditions are:

• Accidental or malicious damage.
• Damage or faults which have been caused by a third party not contracted by Waters at the time the damage or fault occurred. Consumable items (parts subjected to normal wear and tear due to intensity of operation) Damage resulting from neglect.
• Preventative maintenance schemes.
  Warranty will be considered void if at any time after installation the instrument is moved without Waters supervision.

§7 - Software
Waters undertake to provide software maintenance and updates free of charge during the warranty period. This undertaking is only valid provided there are no hardware changes, which are necessary to allow the updated software to be installed and operate correctly. This applies to the Waters supplied software packages only and excludes any third party software.
All Waters software is protected by copyright. At no time shall copies be made either with the user's permission or knowledge for the use of any third party. Any such unauthorized copy will leave the customer and his agent open to legal action.
Software updates will be provided after written request by the purchaser.

§8 - Force Majeure
No party shall be liable for failure or delay in performance of any obligation under this Agreement, other than payment of any amount due and payable, if such failure or delay is caused by circumstances beyond the control of the party concerned, including, without limitation, failures resulting from fires, earthquakes, power surges or failures, accidents, labour stoppages, war, revolution, civil commotion, acts of public enemies, blockade, embargo, inability to secure materials or labour, any law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government, or acts or omissions of communications carriers, or other causes beyond the reasonable control of the party affected, whether or not similar to the forgoing. Any such cause shall delay the performance of the affected obligation until such cause is removed.

1. General
   Waters Ltd ("Seller") hereby agrees to sell the products to buy upon the terms and conditions set forth herewith. Seller shall not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and the Seller acknowledges such notification in writing.
2. Price
   • All quotations and estimates used by Seller are, unless otherwise stated, based on current costs and are subject to amendment on or after acceptance of an order by Seller to meet any rise in such costs.
   • Any variation to prices quoted as a result of government taxes and levers will be for the Buyer's account.
   • Written quotations automatically expire 60 calendar days (unless otherwise stated) from the date issued and are subject to termination by notice within that period. All orders based on written quotations are subject to Seller's acceptance at its office in Elstree, Hertfordshire.
   • Unless otherwise agreed at the time of sale, the price stated is ex-works and exclusive of VAT which shall be chargeable in addition upon supply of goods.
3. Delivery
   • Stock items are processed for prompt delivery. Whilst there is no minimum order value there is a minimum charge in respect of packing, handling, and delivery. Details of these charges are available on request.
   • Notwithstanding that the Seller and the Buyer may agree to deliver the goods at some specified place the delivery of goods to a carrier for the purpose of transmission to the Buyer is deemed to be a delivery of the goods to the Buyer and risk in the goods shall pass accordingly at the moment of delivery to the carrier.
   • Inspection and testing and/or installation of the goods is not provided by Seller unless otherwise agreed at the time of sale.
   • Seller retains ownership of the goods the property in which shall not pass to Buyer and Buyer shall keep any goods delivered to it as bailee for and on behalf of Seller until Seller has received payment of the price of all the goods (whether or not the goods are delivered in installments and some have been paid for by Buyer pursuant to these terms) and until such time the Buyer shall store the goods separately or in some other way ensure that the goods are readily identifiable as the property of Seller and at Seller's request either shall deliver up to the goods to Seller or shall permit Seller to enter Buyer's business or other premises to repossess the goods and subsequently re-sell them.
   • The provisions of this clause 3(d) shall survive the determination of the contract for whatever
     Waters Ltd. 610 Centennial Avenue, Centennial Park, Elstree, Herts. WD6 3TJ [T] 020 8238 6100
     Registered in England No. 2912366
     reason.
4. Payment
   • Payment terms are strictly Net Cash 30 days after delivery of the goods (unless otherwise detailed on a quotation), provided Buyer's credit has been approved. If the Buyer's credit had not been established with Seller, terms are payment in advance or C.O.D.
   • All payments made by Buyer shall be made without any deduction of deferment in respect of any disputes or claims whatsoever and/or in respect of any taxes imposed by or under the authority of any government or public authority.
   • Where Seller does not receive payment of any of its invoices within 30 days of the date thereof interest shall thereafter accrue on the sum due and owing to Seller at the rate of 2% per month calculated on a daily basis without prejudice to Seller's right to receive a payment within such 30 day period. 
   • Time for payment shall be of the essence. 
   • All service plans included in this agreement will be invoiced in full immediately following shipping of the goods, or following installation of goods where installation service is provided.
5. Confidentiality/Intellectual Property
   • Any order received by Seller will be treated as confidential and will not be disclosed or publicised to any third party for any reason without the prior written consent of Buyer. Neither shall Seller use Buyer's name or other identify for advertising or publicity purposes without Buyer's prior written consent.
   • The sale of the goods by Seller to Buyer does not confer any right or license upon buyer to use, exploit or otherwise utilise any intellectual property rights subsisting in or relating to the goods of which Seller is a proprietor or to which Seller is otherwise entitled.
6. Specifications
   The characteristics and specifications of Seller's products are documented in Seller's technical literature and are approximately only Seller reserves the right to change product specifications without prior notice.
7. Cancellation
   An order accepted by Seller may be cancelled only before delivery of the goods and only with the consent of Seller upon terms that Buyer will indemnify Seller against any loss incurred.
8. Returns
   In no case are products to be returned without first obtaining the consent of the Seller. Only unused products as currently manufactured which have been invoiced by the Seller within 30 days will be considered for return. Products accepted for credit are subject to a 20 percent service charge plus all transportation charges. Products built to order or not of the original manufacturer of the Seller are not subject to return for credit under any circumstances. Products must be securely packed to reach the Seller without damage. Waters Ltd. 610 Centennial Avenue, Centennial Park, Elstree, Herts. WD6 3TJ [T] 020 8238 6100 Registered in England No. 2912366.
9. Liability
   While Seller's personnel are available to advise Buyer concerning general applications of Seller's products, oral representations are not warranties with respect to particular products and Seller specifically disclaim such representations. Seller warrants its products against defects in material and workmanship when used in accordance with the accompanying operating instructions for a period of one year from the date of delivery of the products or completion of installation if applicable. The Seller's sole obligation shall be to repair or replace at its options, any product or part thereof that proves defective in material or workmanship within the warranty period provided that the Buyer notifies the Seller within 30 days of discovering the defect. Unless otherwise agreed at the time of sale, warranty service will not be provided for equipment removed from the installation location identified to the Seller at the time of sale unless the new location is within a member State of the European Economic Community or a State with which the European Economic Community has a free trading agreement. Warrant service does not include or apply to: 
   • Any product or part which in Seller's judgment has been repaired by others, abused, improperly installed, altered or misused or damaged in any way. 
   • Products or parts identified by Seller prior to sell as not having being manufactured by the Seller. In such cases, the warranty of the original manufacturer will apply and Sellers sole obligation shall be to put the Buyer in contact with the original manufacturer. 
   • Repair of products or parts which have malfunctioned or failed due to Buyers failure to perform preventative maintenance or calibration checks, or failure to have used good operating procedures as outlined in the operations manual or other materials provided to the Buyer by the Seller. 
   • Repairs or replacements required as a result of decomposition or other changes caused by chemical action or a change in environmental conditions.
     SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED. THERE IS NO WARRANTY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGES SUSTAINED BY ANY CUSTOMER FROM THE USE OF ITS PRODUCTS. BUYER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF CLAUSE 9 SATISFY THE REQUIREMENTS OF REASONABLENESS SPECIFIED IN THE UNFAIR CONTRACTS TERMS ACT 1977.
10. Termination
    • If prior to the delivery of the goods(or any installment thereof) Seller has reason to believe that Buyer is unable to pay its debts or if Buyer enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) whether compulsory or voluntary or compounds with or convents a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt or ceases for any reason to carry on Waters Ltd. 610 Centennial Avenue, Centennial Park, Elstree, Herts. WD6 3TJ [T] 020 8238 6100 Registered in England No. 2912366 business, Seller may terminate the contract by notice in writing to Buyer. 
    • Termination of the contract personate to Clause 10 (a) shall not effect the accrued rights of the parties arising in any way out of such contract as of the date of termination.
11. Variation
    Neither Seller nor Buyer shall be bound by any variation, waiver of, or addition to, those terms and conditions except as agreed by both parties in writing signed on their behalf by either a secretary of the Seller or Buyer or a Director of the Seller or Buyer.
12. Time
    Seller will endeavour to dispatch the products on the promised delivery date but does not guarantee to do so.
13. Force Majeure
    Seller shall not be liable to Buyer for any delay or failure to fulfill its obligations under the contract if such delay or failure is caused by circumstances beyond its reasonable control.
14. Law
    The contract shall be deemed to have been made in England and the Parties to the contract hereby submit to the jurisdiction of English courts. English law shall be the proper law of the contract.
15. Waste Disposal
    It is the responsibility of the Buyer to manage and dispose of any waste electrical or electronic equipment purchased from the Seller in accordance with the terms of Articles 21 and 22 of the Waste Management (Waste Electrical and Electronic Equipment) Regulations 2005.

By placing your order online, you must accept our standard order Terms and Conditions. If you cannot agree with our standard order terms and conditions, and have a question or would prefer to place your order by telephone, please contact our Customer Service Department at 1-800-252-4752, Monday-Friday between the hours of 8:00 am and 6:00 pm Eastern Time. You may also fax your order to 1-508-482-4820. THIS DOCUMENT IS EXPRESSLY CONDITIONED UPON AND SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS:

1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services set forth, made by Waters Technologies Corporation d/b/a Waters Corporation (“Waters”) by this document (“document”) shall create a contract subject to and expressly limited by the terms and conditions contained on both sides of this form. ACCEPTANCE OF THIS INVOICE MAY ONLY BE MADE ON THE EXACT TERMS AND CONDITIONS SET FORTH ON THIS INVOICE: IF ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED BY BUYER, SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BECOME A PART OF THE CONTRACT FORMED BY BUYER'S ACCEPTANCE OF THE INVOICE. RECEIPT OF THE GOODS SOLD HEREUNDER (“PRODUCTS”) OR COMMENCEMENT OF THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS INVOICE.
2. Taxes and Payment - Any tax, duty, custom, or other fee of any nature imposed upon this transaction by any federal, state, or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Waters is required to prepay any such tax or fee, Buyer will reimburse Waters. Payment terms shall be net thirty (30) days after shipment. An interest charge equal to 11/2% per month (18% per year) will be added to invoices outstanding beyond 30 days after shipment. In addition, Waters reserves the right, in its sole discretion, to require C.O.D. payment terms from any Buyer. Waters may also refuse to sell to any person until all prior overdue accounts are paid in full.
3. Delivery and Shipment - Delivery terms shall be F.O.B. Waters’ distribution point; identification of the Products shall occur when they leave Waters’ distribution point at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by Waters the amount thereof shall be reimbursed to Waters. Waters will make reasonable commercial efforts to ship the Products or provide the services hereunder in accordance with the delivery date set forth on the reverse side hereof; provided, that Waters accepts no liability for any losses or for general, special, or consequential damages arising out of delays in delivery.
4. Warranty - The Products and/or services shall be covered by the applicable Waters' standard warranty, a copy of which is supplied with the Products and/or services or upon request. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR SERVICES. WATERS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general types and quality of goods and does not represent that the Products will conform to the model or sample. Buyer's remedies under Waters' warranty shall be limited to repair or replacement of the Product or component which failed to conform to Waters applicable standard warranty. WATERS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR SERVICES.
5. Returned Goods - Waters may, in its sole discretion, authorize Product returns in appropriate circumstances, subject to such conditions as Waters may specify. Any such return shall be subject to the express prior authorization of Waters and payment by Buyer of a restocking charge. No returns will be authorized after one hundred twenty (120) days following shipment to Buyer.
6. Technical Advice - Waters may, at Buyer's request furnish technical assistance, advice, and information with respect to the Products, if and to the extent that such advice, assistance, and information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at the Buyer's risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4 ABOVE.
7. Waters' Right of Possession, etc. - Buyer hereby grants Waters a purchase money security interest in any goods offered by this invoice to secure the due and punctual payment of the purchase price specified in this invoice. In the event of default by Buyer in any payment due Waters, Waters shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall Products in transit and retake the same, to repossess any Products or goods which may be stored with Waters for Buyer's account without the necessity of Waters initiating any other proceedings. In addition, Waters shall have all of the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith. Buyer shall execute such documents as Waters may request to effectuate the foregoing security interest.
8. Agents, etc. - No agent, employee, or other representative has the right to modify or expand Waters' standard warranty applicable to the Products and/or services or to make any representations as to the Products other than those set forth in the applicable user or operator's guide delivered with the Products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between Waters and Buyer for the purchase of the Products or Services.
9. Fair Labor Standards - The Products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standards Act of 1938, as amended.
10. Equal Employment - Waters is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status.
11. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this invoice may be modified and any breach thereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought. If any of the provisions herein are found to unenforceable, void, or illegal, the surviving provisions shall remain valid and in effect. 
12. Governing Law - The contract formed by Buyer's acceptance of this invoice shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A.
13. Export - Buyer shall comply fully with all applicable provisions of the United States Export Control Laws as may be in effect for any of the Products and shall seek, whenever required, at its own expense, export licenses from the United States Department of Commerce prior to any export of the Products and shall further assure compliance with all reexport restrictions of such United States Export Control Laws.
14. Additional Terms and Conditions - This document is also subject to any Waters Special Terms and Conditions applicable to the Products or Services offered by this document, which appear on the front of this document. Any variance from the terms and conditions of this Invoice in any order or other written notification from Buyer, will be of no effect. Should Buyer order Products or services through a Waters office located outside of the United States, the terms and conditions of the document issued by the office oustide of the United States shall govern such order.
15. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer’s acceptance of this invoice or the sale of Products and/or performance of the Services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to subtract from or modify any of these terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the Eastern District of Massachusetts, to whose jurisdiction for such purposes Waters and Buyer each hereby irrevocably consents and submits.
16. Software - To the extent, there is any software included with the Products, the software is being licensed, not sold, and all right, title and interest therein shall remain with Waters. Use of the software shall be in accordance with the applicable software license delivered with the Products. U.S. Government Restricted Rights - RESTRICTED RIGHTS LEGEND. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable.
17. Force Majeure - Waters shall have no liability for failure to perform, or delay in performance, in the delivery of any and all equipment manufactured or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.