Terms and Conditions of Sale

The following are the Terms and Conditions of Sale applicable to purchase orders placed with Sable Systems International.

TERMS AND CONFLICTING FORMS

These terms of Sale of Sable Systems International, Inc. supersede any contrary provisions presented in any written form by the Buyer of the product identified in Sable Systems quotation and may not be changed in any manner other than in writing and signed by an authorized officer of Sable Systems. To the extent that Sable Systems quotation or acknowledgement constitutes an acceptance by Sable Systems of an offer by the Buyer, the acceptance is expressly conditioned on Buyer’s assent to Sable Systems Terms and Conditions which are additional or different to those presented by the Buyer. Any additional or different terms in a Buyer’s Purchase Order or other forms are hereby determined to be material alterations and notice of objection to them and rejection of them is hereby given. In the absence of Buyer’s written acceptance of Sable Systems Terms and Conditions, acceptance of delivery of any product covered by the purchase order shall constitute acceptance of these Terms & Conditions.

ENGLISH LANGUAGE

All orders issued by a customer or a customer’s agent must be in the English language or accompanied by an English translation. The translation shall be legally binding. Alternatively, if the Terms and Conditions on the Purchase Order are not in the English language, then the purchase order must be accompanied by a signed and dated statement in English agreeing to compliance with Sable Systems International, Inc. (or Sable Systems Europe, GmbH) Terms and Conditions of Sale as included in the quotation. This statement shall include the declaration that Sable Systems International, Inc. Terms and Conditions take precedence over any general terms and conditions included in their standard Purchase Order.

PRICES

All prices quoted are in US dollars (USD), unless otherwise stated on the quote with freight prepaid & added. Fees for shipping, insurance and export packing are itemized charges. INCOTERM (as defined by INCOTERMS 2010) are FCA Factory or DAP with destination as specified on the Order Confirmation. All prices quoted are for direct sale to the end user’s organization. Any fees for the use of third-party purchasing or procurement organization will be the responsibility of the end user’s. Any bank transfers or card transaction fees must be paid by the Buyer. Prices quoted are exclusive of any national, state or local sales, use value added or other taxes, customs duties, or similar tariffs and fees are the responsibility of the buyer.

Purchases for delivery in Indiana, Nevada, New Jersey and South Dakota will be charged the appropriate state sales tax unless documentation of exempt status is provided at time or order.

PAYMENT TERMS

Domestic: Purchase Orders will be accepted with terms of Net 30 days following successful completion of the acceptance criteria agreed upon (subject to credit approval). Interest will be added at a rate of 1 ½ % per month on past due invoices.

International: Payment terms are payment in advance. Organizations may apply for credit terms of Net 15 days (subject to credit approval.)

Buyer agrees to pay the entire net amount of each invoice rendered by Seller pursuant to the terms of each such invoice without offset or deduction.

Installation and Training: Purchase Orders that include installation and training payment terms are: 60% upon receipt of goods and 40% upon installation and training; Installation date not to exceed 45 days from receipt of goods.  If the installation is postponed by the customer beyond the 45 days, the 40% becomes due at the time the extension is required.

PAYMENT METHOD

Domestic: Our preferred payment method is via ACH transfer. Bank details will be provided at time of order. Checks will be accepted from our institutional and government customers.

Visa/Master cards are accepted for purchases up to $5,000.00 and will be billed two days prior to shipment. If the order is to be charged to a credit card or purchasing card, please provide this information at the time of order.

Use of a purchasing or procurement cards for amounts over $5,000.00 requires approval at the time of order acceptance and may be subject to an additional charge.

International: Our preferred payment method is electronic transfer of funds. Please note that our expected SWIFT standard is “OUR remitter pays all fees”. Bank details will be provided at time of order. CAD and Letters of Credit may be considered as an option for amounts greater than $150K

Note: Domestic / International:

Purchase orders may not be used for amounts under $500.00, exclusive of shipping charges. Credit Cards or purchasing cards are accepted.

ORDERS

Orders may be placed by mail, fax or email and should reference our quotation. Email address for orders is sales@sablesys.com. This offer is valid through the date specified on the face of this quotation. To ensure prompt processing of your order, purchase orders should include the following information:

  1. Buyer Information: The name, telephone number and email (or fax) for the person who should be contacted with questions about this order. The order confirmation will be sent to this person.
  2. Complete shipping address which includes a name, telephone number, and email address for the person to be notified of the shipment.
  3. International Orders: The name, telephone number and email address for your customs broker – Also include the name of a contact person at the broker if available. If no broker is specified you authorize the carrier to complete customs clearance on your behalf.
  4. Accounts Payable Information: A name, email address, telephone number, and mailing address for the accounts payable contact for this order are required.
  5. Your tax number (e.g. VAT, GST. Is required for customs clearance.
  6. For tax exempt purchases, provide details on your tax-exempt status and any necessary declaration forms. If the forms must be sent separately, please notify us at the time of order.

CANCELLATION

After an order confirmation has been issued, cancellation or change penalties may apply. The purchaser shall have five (5) business days from receipt of Sable Systems order confirmation to withdraw or modify the order without penalty. Cancellations and modifications after the 5th day may result in restocking charges of up to 30% of order amount. These charges may be waived at Sable Systems discretion. Orders may not be cancelled once goods have shipped. If more than 45 days have elapsed after the confirmed shipping date and no product has been delivered, the purchaser may cancel the order without penalty.

SHIPPING

Sable Systems reserves the right to ship using the carrier of their choice.

  1. Domestic: Sables Systems standard shipping method for delivery in the United States is Federal Express Ground services. UPS (United Parcel Service) shipping is available upon request. Customers may request shipping charges be billed to their “shipper’s account provided that the request is made at the time of order.
  2. International: Sable Systems standard shipping method for deliveries outside of the United States is Federal Express International Economy Service or a designated Freight Forwarder. UPS (United Parcel Service) shipping is available upon request for some countries.

Other shipping and logistics arrangements requested by Buyer may be honored if provided no less than 6 weeks prior to shipment.

RETURNS

All returns require issuance of a Return Material Authorization from Sable Systems. The customer shall be responsible for returning goods prepaid with adequate insurance against loss and damage in transit. In the absence of defects in materials or workmanship, returns shall be at Sable System’s sole discretion and may be subject to a restocking charge of 30%. Items which have been fabricated or modified to the Buyer’s direct specifications may not be returned. Third-party items and consumable supplies may not be returned.

INSTALLTIONS/SERVICE VISITS

Installations/Service Visits require a 4 week notice of cancellation or rescheduling. This notice must be received by Sable Systems in writing (email acceptable). If the purchaser cancels with less than a 4 week notice, the purchaser will be responsible for all fees incurred by Sable Systems for cancellation of travel arrangements, hotel, Visa’s and/or other expenses pertaining to the install/visit.

WARRANTY

  1. Promethion Line: products are warranted to be free from manufacturer defect for three (3) years from date of purchase. Exclusions from warranty: The three (3) year warranty excludes items which carry a warranty from the original manufacturer. Air filters, tubing, external tubing connectors and desiccants are considered consumable supplies and carry no warranty.
  2. Classic Line / Field Line: In addition to our customary three-year warranty from date of purchase, prices for the quoted equipment items include lifetime technical support by phone, fax or email. Exclusions from warranty: The three year warranty excludes items which carry a warranty from the original manufacturer. Fuel cell sensors in the FC-10, Oxzilla II, FOXBOX, TurboFox and ROXY-1S (18 month warranty), infra-red sources in the CA-10, FOXBOX-C, TurboFOX, CM-10, or MA-10 (1 year warranty), pump assemblies (1 year warranty). Air filters, tubing, external tubing connectors and desiccants are considered consumable supplies and carry no warranty.
  3. FLIC: products are warranted to be free from manufacturer defect for one (1) year from date of purchase.  Exclusions from warranty: Software for the FLIC is provided on www.wikiflic.com and carries no warranty or support.

LIMITATION OF WARRANTIES

Seller (Sable Systems International, Inc.) makes no warranties of any kind other than what is expressly noted herein. In no event shall Seller be responsible for any damages suffered by the buyer arising out of buyer’s own negligence or willful acts or failure to act in connection with the storage, handling or use of Sable Systems instruments by buyer or its transferee of risk of loss or damage thereto.

END OF PRODUCT LIFETIME

The following conditions apply with respect to products at the end of service life:

  1. The purchaser agrees that it will attempt to reuse purchased products before returning them for reuse or recycling by the producer.
  2. The purchaser agrees that all products that would qualify for reuse or repair by the producer shall be returned at the purchaser’s expense to the closest applicable Sable Systems Repair/Return Center.
  3. If the product is decided by both Sable Systems and the end user to be obsolete or damaged beyond repair, then it must be returned to a Sable Systems Repair/Return Center for recycling at the expense of the purchaser unless applicable law of the region disallows such a return.

EXPORT ADMINISTRATION REGULATIONS

Sable Systems reserves the right to decline any transaction which, in our opinion, would cause us to violate United States laws with respect to export of goods or financial transactions. These commodities, technology or software are offered for export from the United States in accordance with Export Administration Regulations. Diversion contrary to U.S. law prohibited.

STATEMENT OF ULTIMATE DESTINATION DOCUMENT

International customers, including international distributors, are required to complete a Statement of Ultimate Destination in compliance with US export laws before an order can be accepted.

INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

All of the information belonging to, supplied by or supplied on behalf of Sable Systems is the confidential and or proprietary property of Sable Systems and shall be treated as confidential or proprietary. Buyer shall not disclose or use any data, designs, drawings or specifications or other information belonging to, supplied by or supplied on behalf of Sable Systems without prior written consent of Sable Systems.

FORCE MAJEURE

Deliveries may be suspended in case of an ‘act of God’, war, riots, fire explosion, flood, strike, lockout, injunction, inability to obtain machinery, equipment, fuel, power, raw material, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, governmental action, national defense requirements or other causes beyond the control of Sable Systems.

APPLICABLE LAW

Any action brought by the Buyer against Sable Systems International shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflict of law provisions.

ENTIRE AGREEMENT AND ASSIGNMENTS

Sable Systems International’s Terms and Conditions constitute the entire agreement between Sable Systems International and the Buyer with respect to the transactions described on the Quote or Acknowledgement and supersede any prior offers. These Terms and Conditions may not be modified in any manner other than by a written agreement executed by an authorized representative of Sable Systems International. Sable Systems International’s Terms and Conditions shall be binding on the respective parties and their successors and assigns, except that the Buyer may not assign or transfer any such rights without Sable Systems International’s prior written consent.

LEGAL DISCLAIMER

Sable Systems instruments are intended for use in preclinical laboratory sciences or translational research and are not intended for use in life support, clinical, or diagnostic applications or to diagnose or treat any condition. Use of any of our products in such applications is not supported by Sable Systems. Use of any Sable Systems product is at the user’s sole risk and discretion. With the exception of personal injury or property damage, in no event shall Sable Systems be liable for any damages of any kind, incidental or consequential, regardless of the legal theory applied, caused directly or indirectly by our products or their instructions or associated components and materials. Sable Systems is not responsible for damages resulting from user negligence or from misuse.

LIMITATION OF REMEDIES

Seller shall not be liable under any circumstances for any special, consequential, incidental, punitive or exemplary damages arising out of or in any way connected with this agreement to sell goods to the buyer of goods, including but not limited to damages for lost profits, loss of use, lost data or any damages or sums paid by buyer to third parties, even if the seller has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether the claim is based on principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.

CONFIDENTIALITY NOTICE

The Sable Systems International, Inc. quotes and any attachments or updates thereto are intended only for the use of individuals or groups within the agency to which it is addressed. It may contain information that is privileged, confidential or exempt from disclosure under applicable law. If the reader of this communication is not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately, destroy electronically this communication and any attachments, and make or send no copies of this communication to any other person or entity.