Sales Order Terms and Conditions
TERMS AND CONDITIONS OF SALE
GENERAL TERMS: The terms and conditions stated herein shall govern all sales of products made by DSI, regardless of the terms and conditions stated in any purchase order submitted by the purchaser ("Purchaser"). DSI hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein. Any such additional or inconsistent terms and conditions shall not be a part of the contract and shall not be binding on DSI. The terms and conditions stated herein shall govern over any contrary terms in Article 2 of the Uniform Commercial Code or the INCOTERMS of the International Chamber of Commerce.
INTENDED USE: DSI's products are intended, designed and manufactured SOLELY for use in animals for scientific research purposes and are not intended for any clinical, therapeutic, diagnostic, or any other medical or veterinary use. Purchaser shall use DSI's products only for Purchaser's own research requirements in accordance with the aforementioned intended use. WARNING: This product has not been registered with the Food and Drug Administration for use in humans. It is a misuse of this product, and a possible violation of the law, to use this product in humans.
PURCHASE ORDERS: Unless otherwise specified, no DSI products will be shipped until Purchaser has submitted a written purchase order. Purchase orders shall state: the DSI products ordered, including model numbers, if applicable; quantity; requested delivery dates; billing address; shipping address; and shipping instructions.
CANCELLATIONS: Purchaser's purchase orders shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon DSI's prior written consent and upon terms which indemnify DSI against loss.
QUOTATIONS: Unless otherwise stated, all DSI quotations are valid for a period of ninety (90) days from the date of quotation. All quotations of product prices shall be FCA (INCOTERMS 1990) St. Paul, Minnesota, USA and exclusive of VAT and import duties. All freight and insurance will be prepaid by DSI and added to the invoice, unless otherwise arranged by the Purchaser with DSI.
DELIVERY DATE: Any date of delivery furnished by DSI to Purchaser is determined from the date of DSI's receipt of Purchaser's purchase order and, it's agreement to payment terms as shown below; this date is only an estimate of the date of delivery, not a guarantee of a particular delivery date. If prepayment or Letter of Credit payment terms are required by DSI's Credit Department, the delivery date is determined from the date of DSI's receipt of such prepayment. DSI shall not be liable for a failure of delay in shipment.
ERRORS OR OMISSIONS: Errors or omissions in any DSI quotation, acceptance, specification or other document shall be subject to correction at DSI's discretion.
PAYMENT TERMS: Payment terms are net thirty (30) days from the date of the invoice. All purchase orders are subject to approval by DSI's credit department, which reserves the right to change or withdraw credit terms without notice. All payments shall be made in US Dollars in St. Paul, Minnesota, USA, and may normally be by check or money order, but at DSI's discretion, payment may be required through cashier's check, irrevocable letter of credit or wire transfer. All bank fees or charges shall be paid by Purchaser.
LATE FEES: Purchaser shall pay a late fee of one and one-half percent (1.5%) per month on all balances not paid within thirty (30) days from the date of invoice. Excessive late payments may cause future purchase orders to be shipped to Purchaser on a prepayment, COD, or irrevocable letter of credit basis.
SECURITY INTEREST: For any Purchaser within the USA, Purchaser hereby grants to DSI a purchase money security interest in all of Purchaser's inventory of DSI's products, whether heretofore or hereafter acquired from DSI. Purchaser hereby irrevocably appoints DSI as Purchaser's attorney-in-fact to prepare, execute and file financing statements showing DSI's interest in such DSI products. Purchaser shall pay the cost of filing all such financial statement. Upon the occurrence of any default by Purchaser with regard to payment for shipped DSI products, and at any time thereafter, DSI may without prior notice to Purchaser take possession of such DSI products, wherever they may be found, or exercise and enforce any and all rights and remedies otherwise available to a secured party under the Uniform Commercial Code upon such default. For any Purchaser outside the USA, notwithstanding the passing of the risk of loss to Purchaser as provided herein, DSI shall retain title to the products sold to Purchaser until receipt of full payment of the purchase price.
SHIPPING: Unless otherwise requested in writing by Purchase, (a) all DSI products will be shipped by whatever means and carrier that DSI considers to be the most appropriate method of transportation, and (b) all freight and insurance charges will be prepaid by DSI and added to the invoice. Risk of loss shall pass to Purchaser upon delivery by DSI to the carrier.
PRODUCT CONTROL: Unless otherwise specified upon DSI's acceptance of purchase order, all products are produced in accordance with DSI's standard production processes. Specifications provided in DSI's literature are subject to change without notice. DSI reserves the right to add, delete, alter of modify products at its discretion.
SOFTWARE LICENSE: All DSI software provided with DSI products shall be subject to DSI's standard Software License Agreement, which shall govern all use of such DSI software.
CUSTOM ORDERS: All custom orders must be specified in writing and are subject to DSI's express acceptance. Furthermore, Purchaser shall, with respect to custom orders produced according to Purchaser's specifications, defend DSI at Purchaser's expense and pay all costs and damages of any kind (including DSI's attorney's fees) incurred by DSI as the result of any suit or other legal proceeding against DSI for infringement of any letters patent, trademarks, copyrights, or other rights by reason of use of such specification, provided DSI promptly notifies Purchaser in writhing of such claim of, or suit for, infringement and tenders the defense thereof to Purchaser. Additionally, at DSI's option, DSI may be separately represented in any such suit at DSI's own expense.
TRANSMITTER EXCHANGE (REFURBISHMENT): Telemetry implants require periodic refurbishment to maintain their productive life. A DSI Product Return Information Kit is provided with each shipment of transmitters and includes instructions for material preparation and submission to DSI prior to any return for exchange. An additional $50 USD processing fee will be charged if these instructions are not properly followed.
BLANKET ORDERS: DSI encourages Purchaser to arrange blanket purchase orders for the frequent refurbishment of DSI's telemetry implants. DSI prefers to accept blanket orders that expire on a fixed date as opposed to a fixed dollar amount. Please contact DSI's Customer Service Department to arrange a blanket purchase order for such purposes.
PURCHASER'S DUTIES: By accepting delivery of any DSI product, the Purchaser agrees to use that product only for its Intended Use. The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the Intended Use of a DSI product.
RESALE: The Purchaser agrees to assume all liability arising out of any use other than the Intended Use of a DSI product by any third party who has directly or indirectly obtained the product from the Purchaser. In addition, the Purchaser agrees to indemnify, defend, and hold harmless DSI against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the Intended Use of a DSI product purchased by the Purchaser.
NOTIFICATION OF COMPLAINTS: Purchaser shall notify DSI's Customer Service Department within ten (10) days of receipt of DSI products regarding any defect or deficiency therein, including questions regarding the invoice, misshipments or lost or damaged shipment. Failure to provide such notice to DSI shall be deemed acceptance of such DSI products as complete and satisfactory to Purchaser.
RETURNS: Purchaser shall contact DSI's Technical Services Department to return any unused, loaned, or damaged DSI product. Purchaser shall obtain the appropriate forms from DSI prior to returning any such product or returning product for Transmitter Exchange to DSI. Items returned without proper DSI forms will be delayed in processing.
WARRANTIES: ONLY THE EXPRESS LIMITED WARRANTIES SET FORTH IN DSI's STANDARD WARRANTY POLICY SHALL APPLY TO DSI's PRODUCTS. DSI HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DSI's standard warranty policy covering any DSI products shall be NULL, VOID, AND OF NO EFFECT if the purchaser or any third party uses that product for any use other than the intended use of that product.
GOVERNING LAW: Minnesota law, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between DSI and Purchaser. The sole and exclusive forum for any action commenced by Purchaser shall be in a state or federal court in Minnesota.
ATTORNEY'S FEES: If DSI is the prevailing party in any suit or other legal proceeding between Purchaser and DSI, DSI shall be entitled to its reasonable attorney's fees and costs incurred therein.