1. Terms of Sale
THIS TERMS AND CONDITIONS OF SALE APPLIES TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ACCEPTED BY SLMP, LLC D/B/A STATLAB MEDICAL PRODUCTS (“STATLAB”) FROM ITS CUSTOMERS (EACH A “CUSTOMER”), WHETHER IN DOCUMENTARY FORM, TRANSMITTED BY ELECTRONIC MEANS OR MADE OR RECEIVED OVER THE TELEPHONE. SOME OF THE TERMS SET OUT HERE MAY DIFFER FROM THOSE IN CUSTOMER’S PURCHASE ORDER AND SOME MAY BE NEW. CUSTOMER’S ACCEPTANCE OF ANY STATLAB QUOTATION OR THE GIVING OR SUBMISSION OF ANY PURCHASE ORDER CONFIRMS, AND STATLAB’S ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED ON, CUSTOMER’S ASSENT TO THE PROVISIONS OF THIS TERMS AND CONDITIONS OF SALE IN LIEU OF ANY TERMS OR CONDITION IN CUSTOMER’S PURCHASE ORDER OR OTHER BUSINESS FORMS. STATLAB’S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATIONS FROM CUSTOMER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS HEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS TERMS AND CONDITIONS OF SALE SHALL NOT BE APPLICABLE TO PURCHASES MADE PURSUANT TO A SEPARATE WRITTEN AGREEMENT BETWEEN STATLAB AND CUSTOMER EXCEPT (1) TO THE EXTENT THIS TERMS AND CONDITIONS OF SALE IS REFERENCED THEREIN OR SPECIFICALLY MADE A PART THEREOF OR (2) WHERE THIS TERMS AND CONDITIONS OF SALE IS NOT OTHERWISE IN CONFLICT THEREWITH.
2. Acceptance or Rejection Orders
If Customer desires to purchase products from StatLab (the “Products”), Customer must submit a written Purchase Order to StatLab or order such Products from StatLab Customer Service over the phone or through its website. Each of Customer’s orders for Products or parts is subject to acceptance or rejection by StatLab, at StatLab’s Home Office in McKinney, Texas. In addition to any specific rights of rejection set forth in this Terms and Conditions of Sale, StatLab shall have the right to reject any order, in whole or in part, at its sole discretion.
Pricing on a particular order is based on StatLab quotations to Customer from time to time and, unless otherwise noted in such quotations, does not include freight charges.
Prices do not include taxes of any nature. Customer shall pay any applicable taxes when invoiced by StatLab, or shall supply tax exemption certificates in form satisfactory to StatLab.
5.1. FREIGHT. Freight terms are F.O.B., StatLab’s loading dock, McKinney, Texas or other point of shipment. As requested by Customer, StatLab will (1) prepay the freight charges on all shipments of Products and will bill Customer for the freight charges or (2) direct shipment to Customer’s own account (“Customer Directed Shipment”).
5.2. RISK OF LOSS OR DAMAGE. Regardless of the party paying freight charges, risk of loss of or damage to Products in transit shall be borne by StatLab until delivery at Customer’s loading dock, except in instances of Customer Directed Shipment. For Products shipped via Customer Directed Shipment, risk of loss of or damage to Products in transit shall be borne by Customer commencing with the placement of the Products in the custody of a carrier or shipping agent at StatLab’s loading dock.
5.3. SCHEDULED SHIPMENTS. If Customer desires more than one shipping date on a single purchase order, Customer shall designate the various requested shipping dates and the desired number of units in each shipment.
5.4. TIME OF SHIPMENT. While StatLab will endeavor to ship Products as soon as possible during business days, all shipping and delivery dates are estimates only. HOWEVER, STATLAB SHALL IN NO EVENT BE LIABLE TO CUSTOMER FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR FAILURE TO FILL ORDERS, IN WHOLE OR IN PART, DELAYS IN SHIPMENT OR DELIVERY, FAILURE TO NOTIFY CUSTOMER OF DELAYS OR OF THE ESTIMATED QUANTITY AVAILABLE TO CUSTOMER, OR ANY ERROR(S) IN THE FILLING OF ORDERS.
5.5. ALLOCATIONS. In the event of Product shortages, StatLab shall have the right to allocate the available supply among its customers in such manner as determined by StatLab at its sole discretion.
5.6. PARTIAL SHIPMENTS. StatLab shall have the right to make partial shipments with respect to Customer’s orders, which shipments shall be separately invoiced and paid for when due, without regard to subsequent shipments. Delay in shipment or delivery of any particular installment shall not relieve Customer of its obligation to accept the remaining installments.
6. Terms Of Payment And Financial Requirements.
6.1. TERMS OF PAYMENT. For customers to whom StatLab extends credit, terms of payment are net thirty (30) days from date of invoice.
6.2. ADVANCE PAYMENT. StatLab, at its option, may require advance payment from Customer for any or all shipments of StatLab Products (including shipping charges and applicable taxes), if, in the opinion of StatLab, Customer does not qualify for credit terms. In such event, StatLab may require payment by (1) certified or cashier’s check, (2) wire transfer or (3) payment by accepted credit card.
6.3. CREDIT LIMITS. If StatLab elects to extend credit to Customer, StatLab shall have the right to establish credit limits for Customer. Such credit limits or any other financial requirements established by StatLab may be modified by StatLab, from time to time, at StatLab’s sole discretion.
6.4. DEDUCTIONS FROM PAYMENTS. Customer shall pay all invoices when due and shall refrain from making deductions of any kind from any payments due StatLab. StatLab’s acceptance of any partial payment shall not operate as an accord and satisfaction, and shall not preclude StatLab from recovering any remaining balance, notwithstanding any endorsement or other writing by the Customer purporting to characterize such payment as payment in full.
6.5. DELINQUENCIES. If Customer becomes delinquent in any payment obligation to StatLab or is in default of any credit or financial requirements established by StatLab, or, if in the sole judgment of StatLab, Customer’s credit becomes impaired, StatLab shall have any or all of the following rights and remedies in addition to any other rights and remedies provided by applicable law:
- 6.5.1. StatLab may refuse to accept any new orders, may cancel or delay shipments of any orders accepted previously, or may stop any shipments in transit
- 6.5.2. If StatLab previously has extended credit to Customer, and StatLab elects to make further sales to Customer, StatLab may refuse to extend further credit.
- 6.5.3. StatLab may declare all outstanding amounts immediately due and payable, notwithstanding any credit terms previously in effect.
- 6.5.4. StatLab may cancel any outstanding Quotation, Purchase Order or Acceptance. StatLab SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OR DAMAGES OF ANY KIND, AS A RESULT OF THE EXERCISE BY STATLAB OF ITS RIGHTS AND REMEDIES HEREUNDER.
6.6. INTEREST. INTEREST SHALL ACCRUE ON ALL DELINQUENT AMOUNTS AT THE RATE OF ONE AND ONE‑HALF PERCENT (1‑1/2%) PER MONTH (EIGHTEEN PERCENT (18%) PER ANNUM) FROM THE DUE DATE OF INVOICE. However, if the maximum rate of interest permitted by applicable law or regulations is less than that provided for herein, then the interest shall be reduced to the maximum allowable rate.
6.7. ATTORNEY’S FEES AND COSTS. In the event that StatLab institutes litigation to collect sums owed by Customer, StatLab shall be entitled to an award of attorneys’ fees and costs incurred by StatLab in connection with the litigation, if a judgment in StatLab’s favor is entered in the litigation.
7. Limited Warranty And Service Provisions.
7.1. SCOPE OF LIMITED WARRANTY. StatLab Products are warranted by StatLab against defects in material and workmanship for period of one hundred twenty (120) days from the date of shipment to Customer (“Warranty Period”). This warranty is extended only to the original Customer hereunder. This warranty does not apply to: (1) Products which have been damaged as a result of accident, abuse, neglect; (2) Products used in an application or environment for which they were not designed, (3) damage occurring during shipment or delivery of the Products sent via Customer Directed Shipment (claims must be presented to the carrier), (4) Products which have been modified, altered, serviced or repaired by someone not authorized by StatLab, (5) Product damage resulting from causes other than Product defects, including lack of technical skills, competence or experience of user, or (6) Products on which the serial number has been defaced, modified or removed.
7.2. NO OTHER WARRANTIES. EXCEPT AS PROVIDED ABOVE, EXPRESS WARRANTIES WITH RESPECT TO THE PRODUCT ARE HEREBY EXCLUDED. StatLab neither makes nor assumes and does not authorize any other person to make or assume any obligation, liability or warranty in connection with the Products other than the limited warranty set forth above.
7.3. CLAIMS MADE DURING THE WARRANTY PERIOD. If any Products purchased by Customer prove defective during the Warranty Period, Customer shall return the Product to StatLab, freight prepaid in McKinney, Texas; provided, that the Customer has first obtained a Return Authorization number from StatLab. StatLab will issue a credit to Customer for the purchase price of the defective Products or replace such defective Products at its cost, and will prepay the return shipping charges.
7.4. EXCLUSION OF IMPLIED WARRANTIES AND DAMAGES FOR DEFECTS.
- 7.4.1. All implied warranties relative to any Products sold by StatLab to Customer, including but not limited to IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, hereby are excluded.
- 7.4.2. UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, STATLAB’S RESPONSIBILITY, IF ANY, TO CUSTOMER FOR ANY ALLEGEDLY DEFECTIVE PRODUCT OR PART, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIMITED TO REPLACEMENT OF, OR CREDIT OF THE PURCHASE PRICE FOR, THE PRODUCT, AT STATLAB’S OPTION. STATLAB SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, BECAUSE OF PRODUCT DEFECTS.
8. Restocking Charges.
Returns of non‑defective and non-used Products will be accepted within sixty (60) days of shipment without a restocking fee. Returns of non-defective and non-used Products thereafter are subject to prior written authorization from StatLab, which may be granted or denied at StatLab’s sole discretion. All returns pursuant to this Section must be made freight prepaid.
9. Force Majeure
In addition to, and not in limitation of, any other provision hereof, StatLab shall be excused from any failure to comply with any of its obligations to Customer (including but not limited to, failure to fill orders or delays in shipment or delivery) if such failure is caused in whole or in part by fire, flood or the other acts of nature, war, riot, civil commotion, embargo, laws or regulations, inability to obtain materials (finished or otherwise) from usual sources of supply, transit failure or delay, labor disputes or any other cause(s) beyond StatLab’s reasonable control.
10. Limitation On Statlab’s Liability
APART FROM ANY OTHER SPECIFIC PROVISION IN THESE TERMS AND CONDITIONS LIMITING STATLAB’S LIABILITY, STATLAB IN NO EVENT SHALL BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OR LOSS OF SALES OR PROFITS, IN CONNECTION WITH ANY MATTERS RELATING DIRECTLY OR INDIRECTLY TO THE BUSINESS RELATIONSHIP BETWEEN STATLAB AND CUSTOMER EVEN IF STATLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, STATLAB’S LIABILITY, IF ANY, TO CUSTOMER FOR DAMAGES, WHETHER BASED UPON TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT.
11. Changes Or Discontinuation Of Product And Parts
StatLab shall have the right, at any time, to change the design of any of its Products or discontinue selling any Product or part without advance notice to Customer, and Customer shall have no claim against StatLab for failure to furnish Products or parts of the model, design or type previously supplied.
12. Waiver; Non-Exclusivity
All waivers must be in writing. StatLab’s waiver of any of its rights against Customer in a particular instance shall not be construed as a waiver of the same or different rights in subsequent instances. All of StatLab’s rights and remedies hereunder shall be cumulative and non-exclusive, and none shall operate as a limitation of any other right or remedy.
13. Applicable Law
The relationship between StatLab and Customer (including any construction or interpretation of this Terms and Conditions of Sale shall be governed and construed in all respects in accordance with the laws of Texas without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded.
14. Changes In Terms And Conditions
StatLab reserves the right to change any or all of the terms and conditions set forth herein, at any time on a going-forward basis, without advance notice to Customer.
15. Limitation On Actions
No action against StatLab for breach hereof shall be commenced more than one (1) year after the accrual of the action.
ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN OFFICER OF STATLAB BEFORE BECOMING BINDING EITHER ON STATLAB OR CUSTOMER. NO REPRESENTATIONS OR STATMENTS OF ANY KIND MADE BY ANY REPRESENTATIVE OF STATLAB, WHICH ARE NOT STATED HEREIN OR IN A SEPARATE SIGNED AGREEMENT BETWEEN THE PARTIES, SHALL BE BINDING ON STATLAB. NO COURSE OF DEALING OR USAGE OF TRADE OR COURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERMS OF THIS CONTRACT. IN IS THE INTENTION AND DESIRE OF STATLAB AND CUSTOMER THAT THIS AGREEMENT NOT BE SUBJECT TO VARIATION BY IMPLIED COVENANTS OF ANY KIND.