Sales Terms & Conditions
[UPDATED AUGUST 30, 2023]
Unless otherwise agreed in writing and signed by an authorized representative of Agilant Solutions, Inc., these General Terms and Conditions (“General Terms”), as published on Agilant’s Web site located at www.goagilant.com at the time of sale or procurement, govern all purchases and provisioning of products and services (“Products”) by the entity placing an order (“Customer”) and Agilant Solutions, Inc., a New York corporation.
- ORDERS. Unless otherwise stated on Agilant’s proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties, tariffs or any other charges or fees for additional services (collectively, “Additional Fees”). Unless otherwise stated on Agilant’s proposal, quote or invoice, Customer is responsible for any and all Additional Fees. Prices are subject to change due to manufacturers’ price increase, or quoting errors. Prices are not final until delivery of the Products to the carrier (defined below).
- PRICES. Unless otherwise stated on Agilant’s proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties, tariffs or any other charges or fees for additional services (collectively, “Additional Fees”). Unless otherwise stated on Agilant’s proposal, quote or invoice, Customer is responsible for any and all Additional Fees. Prices are subject to change due to manufacturers’ price increase, or quoting errors. Prices are not final until delivery of the Products to the carrier (defined below).
- TERMS OF PAYMENT. Payment is due as stated on Agilant’s invoice without offset or any deduction for withholding taxes or any other reason. On any past due invoice, Agilant may charge interest from the payment due date to the date of payment at eighteen percent (18%) percent per annum or the maximum amount allowed by applicable law, plus reasonable attorneys’ fees, and collection costs.
- DELIVERY. Unless otherwise stated by Agilant in writing, all deliveries are FCA Agilant’s warehouse or, for drop shipments, FCA the manufacturer’s or distributor’s warehouse (INCOTERMS 2020). Delivery dates are estimates only. Agilant shall not be responsible or liable for any costs, losses or damages arising out of or related to: (i) any failure to deliver Products within the time prescribed therefor; (ii) delay in delivery; (iii) partial delivery; or (iv) early delivery. Customer shall accept Products notwithstanding delayed, partial or early delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
- TITLE. Title shall pass to Customer upon delivery of the Products to the carrier.
- SOFTWARE. Software is the machine readable (object code) version of computer programs (“Software”). Customer’s use of Software and any related documentation shall be governed by the license agreement applicable to the Software. Software embedded in or bundled with hardware must be used solely with the hardware for which it was intended and may not be transferred separately.
- WARRANTY. Customer acknowledges that Agilant is not the manufacturer of the Products. Agilant shall pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Agilant by the manufacturer, including those for intellectual property infringement, if any, to the extent it is permitted to do so. If Agilant performs value-added work such as integration work, or programming, Agilant warrants such value-added work will conform to Customer’s written specifications accepted by Agilant for ninety (90) days after delivery by Agilant. Customer shall be deemed the manufacturer of such value-added Products. Customer’s sole remedies for breach of Agilant’s warranty for value-added Products are, at Agilant’s choice: (i) repair of the value-added Products; (ii) replacement of the value-added Products; (iii) re-performance of the value-added work; or (iv) refund of Customer’s purchase price for the value-added Products. Agilant makes no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the Software’s applicable license agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.
AGILANT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. UNLESS WARRANTED AS DESCRIBED IN THIS SECTION, PRODUCTS ARE PROVIDED “AS IS”.
- PRODUCT RETURN. Customer may return Products to Agilant only with a return material authorization (“RMA”) number issued by Agilant. An RMA shall be issued by Agilant subject to the following: (i) Returns for Visual Defect: Agilant Receipt of written notice of any damage to outer packaging, damage to Products, shortage of Products, or other discrepancy (“Visual Defect”) within three (3) business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products; (ii) Returns for Product Warranty: Agilant receipt of written notice stating the specific Product defect within the warranty period; (iii) the defect notified under (i) or (ii) was caused solely by Agilant or the original manufacturer; (iv) the defect notified under (i) or (ii) is not damage, shortage, or other discrepancy created by Customer, a carrier, a freight provider or any third party; (v) Customer must return the Products to Agilant in compliance with instructions in the RMA provided by Agilant; and (vi) Agilant’s assessment of returned Products confirms eligibility for return under this section. Agilant may return Products not eligible for return under this section to Customer on a freight collect basis, or hold such Products for Customer’s collection and account at Customer’s expense.
- LIMITATION OF LIABILITY. In any action under or relating to this Agreement, whether based in contract, warranty, tort (including negligence) or any other legal theory, Agilant shall not be liable for any indirect, special, incidental, punitive or consequential damages, including loss of profits, loss of revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers even if Agilant has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy in this Agreement. In no event shall Agilant’s liability arising out of or in connection with this Agreement exceed the total amount paid to Agilant for the specific Products at issue.
- FORCES BEYOND AGILANT’S CONTROL. Agilant will not be in breach of this Agreement and will not be liable for failure to fulfill its obligations under this Agreement, if any such failure or delay is due to or arising out of any legal theory of force majeure, an act of nature, act or omission of Customer, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, pandemic, shortage of labor, energy, fuel, materials or Products, strike, labor action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labor, materials or Products through regular sources, communication or power failures, Act of God, or any cause beyond its reasonable control.
- USE OF PRODUCTS. Customer shall comply with the manufacturer’s Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk. Customer shall indemnify, defend and hold Agilant harmless from any claims resulting from or arising out of: (i) Agilant’s compliance with Customer’s designs, specifications, or instructions; (ii) modification of any Product by a party other than Agilant; (iii) use of Products in combination with other products; (iv) use of Products not authorized as described above; or (v) use of Products and related technology in chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
- This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New York. Each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
- If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law. The unenforceability or invalidity of any term or condition will not affect the remainder of the terms or conditions.
- Products, including Software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
- The parties agree that electronic signatures may be used for all purposes under this Agreement and shall be legally valid, effective and enforceable for all purposes hereunder.
- Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Agilant on an “AS IS” basis and does not form a part of the properties of the Product. Agilant makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Agilant recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Agilant is not responsible for typographical or other errors or omissions in Product information. Agilant employees, representatives and/or agents have no authority to make any representations regarding Products other than those specified in this Agreement or a signed written amendment hereto. Agilant shall have no liability for any representation or information that is not a part of this Agreement.