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  1. Prices quoted herein are based on costs and conditions in effect on the date of quotation and are subject to change by Spectrocell, Inc. hereafter referred to as the “Seller.” The terms, prices, and conditions of this quotation are not subject to change unless approved in writing by the Seller.
  2. Purchaser acknowledges that the goods or products quoted herein are specially manufactured goods and that any contract to manufacture such goods shall not be subject to cancellation by Purchaser.
  3. Purchaser acknowledges that delivery times quoted herein are approximate due to the specialized nature of the products. Seller’s compliance with delivery time set forth herein shall be on a best-effort basis and Seller hereby agrees to expend every reasonable effort to deliver product at time specified herein.  Seller shall not be held liable, nor shall any contract to manufacture be cancellable, due to reasonable delays caused by unforeseen complications encountered during manufacture of the produce.
  4. Seller is excused from performance hereunder due to strikes, accidents, fires, availability of materials, and all other causes beyond Seller's control.
  5. Seller warrants that all products manufactured and sold hereunder are free from defects in material and workmanship.  The liability of Seller under this agreement shall be limited to replacement of defective products, provided that Seller is given notice within ten business days after Purchaser receives products.  The foregoing shall constitute the exclusive remedy of Purchaser or anyone purchasing from Purchaser, directly or indirectly.  In no even shall Seller be liable for any damages whatsoever, including, but not limited to, consequential damages resulting from defective products. Seller makes no warranties, express or implied, except as set forth herein, and specifically negates any implied warranty of merchantability or fitness for a particular purpose with respect to the product sold hereunder.
  6. Purchaser agrees to accept either overage or shortage not in excess of ten percent of the actual quantities quoted herein.  Purchaser shall be charged or credited pro rata for such overage or shortage.
  7. In all cases where material shall be supplied by Purchaser, it is the Purchaser’s responsibility to insure adequate quality of material for manufacturing purposes.  Seller shall not be responsible for risk of loss or damage to Purchaser’s material regardless or the circumstances under which such loss or damage might occur. Purchaser agrees to make ample allowance for reasonable spoilage when supplying materials.
  8. Typographic and stenographic errors shall be subject to change by the Seller.
  9. The term “Tool Charge” is understood to include any tool, fixture, jig, apparatus, or device, especially required for the manufacture and/or inspection of the products or goods identified on the face of this of this quotation, hereinafter referred to as “Tooling.”  Except as expressly stated on the face hereof, this quotation shall be subject to the conditions stated below with respect to Tooling:
    1. Tool Charges are made on the first order only and shall not recur on subsequent orders unless the Purchaser alters the specifications or quantities of product involved.  Orders for quantities other than those quoted on the face hereof may require new or additional Tooling.
    2. All tooling shall be used by the Seller solely for the manufacture of the product or goods specified on the face hereof and exclusively for the Purchaser.
    3. Seller shall retain title to all Tooling and shall be responsible for the proper inspection, maintenance and storage of such Tooling.  Periodic required replacement of Tooling shall be made without additional charge to the Purchaser.
    4. In the absence of special arrangements to the contrary, Seller is under no obligation to preserve tooling for longer than three years from the date of Purchaser’s last order.
  10. Purchaser agrees to assume any liability for Seller against any costs or damages resulting from patent infringement when goods are manufactured to Purchaser’s specifications.
  11. Terms and conditions conflicting with those stated herein which may appear on Purchaser’s formal order, shall not be binding on Seller without prior written agreement.  Absence of an objection to such terms and conditions on the part of the Seller shall not constitute acceptance of Purchaser’s conflicting terms and shall not be construed as waiver of Seller’s terms.
  12. This contract shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the law of conflicts of law governing in the Commonwealth and without regard to any rule of interpretation or construction relating to which party drafted the terms of this contract.
  13. Return Policy: Customers may return cuvettes for refund, exchange, or credit. Returns due to Spectrocell error are entirely refundable.   If items are being returned due to customer error they are subject to full inspection before refund, credit or exchange can be processed. There is a 15% restocking fee, shipping charges are non-refundable. Please call before returning any items for further instructions and questions. * Custom cells and our Stirring Systems are non-returnable.