Terms and Conditions

1. Quotations – Quotations expire thirty (30) days from the date issued unless otherwise stated in the quotation. All pricing is in United States dollars. Any purchase order issued by the Customer upon an expired quotation may be accepted by Mandel Scientific Inc. at its sole discretion; any such acceptance will be communicated to the Customer in writing. Prices are subject to change at time of shipment.
 
2. Delivery – Unless otherwise agreed, all orders will be shipped using Mandel Scientific Inc.’s standard packaging and shipping method for which fees may apply. Unless otherwise agreed upon in writing by the parties or set forth on an order confirmation, (i) delivery of product shall be made FOB Destination (ii) freight costs shall be prepaid by Mandel Scientific Inc. and added to the Customer’s invoice, (iii) risk of loss shall pass to the Customer upon arrival at the Customer’s destination and (iv) title to the product shall pass to the Customer when the invoice is fully paid.  Mandel Scientific Inc. will make reasonable efforts to meet the indicated delivery dates but will not be held liable for any loss or damage resulting from any delay in delivery. The Customer may not refuse delivery or otherwise be relieved of any obligations as the result of such delay.  If our delivery of a product is delayed due to any cause within the Customer’s control, Mandel Scientific Inc. will place the delayed products in storage at the Customer’s risk and expense and Mandel Scientific Inc. will invoice the Customer for the unpaid portion of the contract price, plus applicable storage, insurance and handling charges.  The invoice will be payable in full within thirty (30) days from the invoice date.  Mandel Scientific Inc. may, in its discretion, make partial shipments of products and invoice for such shipment.  The Customer shall pay for the product shipped whether such shipment is in whole or partial fulfillment of the Customer’s purchase order.
 
Shipping and handling fees, special packaging fees such as dry ice and hazardous material fees imposed by the government will be added to the invoice separately.  In some cases, hazardous material is shipped separately from other goods on the same order.
 
Delivery does not include uncrating, unpacking or transfer of product, if the Customer’s loading area is not between forty-two inches to forty-four inches (42” – 44”) above ground, a power tailgate truck may be required at additional delivery charge.  
 
3. Taxes – Prices do not include any applicable state and/or federal taxes, and the amount of such taxes will be added as a separate line on each invoice and the Customer shall pay the amount of any taxes.  If Customer possesses a tax-exempt status, Customer shall provide a valid exemption certificate to Mandel Scientific Inc. prior to or at the time of order placement.
 
4. Payment Terms – Full payment is due thirty (30) days from date of invoice unless other credit terms are agreed to in writing by Mandel Scientific Inc. The title to the goods/products does not pass until paid for in full.  All past-due accounts are subject to a 1.5% per month service charge.  If at any time Mandel Scientific Inc. doubts the Customer’s financial responsibility, Mandel Scientific Inc. may decline to make further deliveries of product or provide any type of service on equipment except upon receipt of satisfactory cash or security or the Customer’s payment of all arrearages in advance of delivery and/or services.
 
5. Default by Customer – In the event the Customer does not comply with any part of these Terms and Conditions, Mandel Scientific Inc. shall have the right to elect to accelerate and declare immediately due and payable all debts and obligations of the Customer of any nature due to Mandel Scientific Inc., whether under this contract or otherwise, and, in addition, Mandel Scientific Inc. may refrain from making any further shipments, whether under this contract or another contract, until such default or noncompliance is remedied.
 
If at any time there is a substantial change in the financial condition of the Customer arising from a change in business or market conditions or otherwise, or if the Customer is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, of if petition is filed under any applicable chapter of the relevant bankruptcy law respecting the Customer, or if a lien, arising from judicial process or otherwise, is placed on any asset of the Customer, or if any tax lien is filed against the Customer, Mandel Scientific Inc. at its option shall have the right to declare all amounts accrued under this or any other contract immediately due and to change its payments terms, hereunder, or any other contract between the Customer and Mandel Scientific Inc. for any future deliveries, including, but not limited to, requiring cash in advance of delivery or delivery of an acceptable Letter of Credit.
 
Any failure of performance of these Terms and Conditions by the Customer shall be grounds for Mandel Scientific Inc., in addition to any remedies of Mandel Scientific Inc. provided by law, to cancel or terminate this contract and all other contracts of sale between the Customer and Mandel Scientific Inc., and to recover all damages provided by law.
 
6. Changes – Upon written consent, Mandel Scientific Inc. may change product specifications, designs, samples, quantities, designs, terms, conditions, requirements without liability for such changes.
 
7. Damaged Shipments – Customer shall immediately inspect all deliveries for shipping damage upon receipt and if any damage is noticed, the Customer shall accept the shipment only after the driver has noted the damage on both carrier’s and Customer’s copies of the delivery receipt.  Customer shall promptly inspect all shipments for concealed shipping damage, defects, or shortages, and notify Mandel Scientific Inc. within twenty-four (24) hours of delivery of any such damage, defect, or shortage.  Customer shall keep all packing material for inspection.  Customer’s failure to notify Mandel Scientific Inc. within twenty-four (24) of delivery of defects or shortage discoverable upon inspection will be a waiver of any right to make any claim relating to the defective or missing products, including, without limitation, under warranty set forth within. Mandel Scientific Inc. reserves the right to repair the damaged goods before a replacement or credit is determined.
 
8. Product Returns – All product returns must be authorized by Mandel Scientific Inc. and Mandel Scientific Inc. reserves the right to reject any returns requested more than thirty (30) days after the delivery date.  Mandel Scientific Inc. must receive all authorized returns within fifteen (15) days of the return authorization.  Custom/special ordered products are not returnable.  Mandel Scientific Inc. reserves the right to reject any return shipment of product that has not been authorized by Mandel Scientific Inc. or to return such shipment to the Customer at the Customer’s expense.  All returns are subject to a 20% restocking charge, however, if a replacement order for equal or greater value is made, the restocking fee may be waived.  The Customer is responsible for all shipping charges related to the returned product unless the returned product is defective or damaged upon receipt of the shipment.  Damages resulting from improper packing of returned products are solely the Customer’s responsibility.
 
A return material authorization (RMA) number must be obtained from Mandel Scientific Inc.’s Customer Service Representatives prior to returning any products and such return authorization number is valid for only fifteen (15) days from the date of issuance.  The RMA must be clearly marked on all shipping labels and on the courier waybill.  Do not write on the original packaging.  Shipments without an RMA number will be refused.
 
Product returns must be shipped to the following address:
 
Mandel Scientific Inc. Inc.
Attn.:  RMA Receiving Dept.
10920 W Sam Houston Pkwy N., Suite 300
Houston, TX 77064
 
Product returns must include the following information:
 
(a) Customer Code
(b) Customer Name and Address,
(c) Customer’s Purchase Order Number,
(d) Mandel Scientific Inc.’s Sales Order Number,
(e) Invoice Date and Invoice Number,
(f) Item/Part number(s) of return product(s), and
(g) Reason for Return.
 
Products not authorized for return include:
 
(a) Discontinued or obsolete products,
(b) Products with an expired shelf life or an expiration date too short for resale,
(c) Chemicals, reagents, or temperature-controlled products such as refrigerated and frozen products,
(d) Products purchased on a custom/special order basis,
(e) Products not in completely resalable condition due to the Customer’s fault (i.e. – damaged products, missing or defaced labeling or packaging),
(f) Electrical and electronic components,
(g) Products ordered in error,
(h) Products which are not inventoried by Mandel Scientific Inc. (non-stock products) and are not able to be returned to the manufacturer.
 
All product returns must be free of contamination (i.e., chemical, radioactive, and biohazardous); each return must accompany a written notification that the products returned are properly decontaminated.  Mandel Scientific Inc. reserves the right to refuse acceptance of any item(s)/part(s) that appears not to have been decontaminated.
 
Each product return must be complete will all components, accessories and literature originally shipped by Mandel Scientific Inc. and in original packaging.
 
9. Cancellation – Customer may not cancel or modify an order without prior written consent of Mandel Scientific Inc., which may be withheld for any reason or no reason at all, and any changes may be subject to a price adjustment and/or cancellation fees.  Custom/Special Ordered products are not cancellable.  If any Services hereunder are cancelled or terminated, the Customer will pay to Mandel Scientific Inc. the reasonable costs and expenses incurred by Mandel Scientific Inc. prior to receipt of notice of such cancellation.  The minimum cancellation charge for Services is fifteen percent (15%) of the total Services price.
 
10. Customer’s Obligations – Product – Customer represents and warrants that it is familiar with the characteristics, qualities, and uses of the Products that it is purchasing from Mandel Scientific Inc. and acknowledges that there may be hazards associated with the possession and use of the Products.  Customer is responsible for instructing and warning its employees and all other persons who may come into contact with the Products regarding such hazard.  Unless otherwise expressly stated on the Products or in the documentation accompanying the Products, the Products are intended for their use and are not to be used for any other purpose.
 
11. Customer’s Obligations – Services – Customer agrees that its operators will (i) be trained in the operation of the equipment, (ii) cooperate with Mandel Scientific Inc. in correcting malfunctions, (iii) comply with the provisions of the equipment operations manuals in operating and maintaining the equipment, (iv) provide full access to its premises for the purpose of installation, repair, preventative maintenance and emergency visits.
 
12. Decontamination – Before any Services are rendered on an equipment, Customer shall decontaminate the equipment or its components of radioactive, biological, toxic, or other dangerous material or substances, and if requested, Customer will submit to Mandel Scientific Inc. an accurate and completed certificate of decontamination.
 
13. Limitation of Liability – In no event shall Mandel Scientific Inc., its directors, officers, employees, affiliates, successors or assigns or other representatives be liable for any loss, claim, expense or damage caused by, contributed to or arising out of the acts or omissions of the Customer or third parties, whether negligent or otherwise.  In no event will Mandel Scientific Inc.’s aggregate liability for any and all types of damages or losses related to these Terms and Conditions or the products or services sold or delivered pursuant hereto exceed the cost of the item giving rise to the claim whether based in contract, warranty, indemnity or tort (including negligence).
 
14. Warranties - Products – Mandel Scientific Inc. warrants that the equipment covered by this warranty will be free from defects in materials and workmanship when subjected to normal, proper and intended usage by properly trained personnel for a period of twelve (12) months from the date of shipment or in the case of equipment that require installation by our trained personnel, twelve (12) months from installation, but in no event longer than fifteen (15) months from the date of shipment of the equipment.  If Mandel Scientific Inc. receives notice of defects during the warranty period, Mandel Scientific Inc. shall, at its sole discretion, either repair or replace such products free of charge to the Customer.  Consumable (reagents, chemicals, etc.) products are warranted for the stated expiration date of such products.  
 
15. Warranties – Services - Mandel Scientific Inc. warrants that Services provided hereunder will be of the kind and quality designated and will be performed by qualified personnel.  Mandel Scientific Inc. shall use reasonable efforts, based on the information supplied by Customer, to have all Services performed in a workmanlike and professional manner by employees or subcontractors of Mandel Scientific Inc.  The warranty period for Services is thirty (30) days after the work is completed for Services performed under an existing Services engagement.  All parts provided by Mandel Scientific Inc. in performing the Services will meet the manufacturer’s specifications for a term equal to the warranty period stated in the part manufacturer’s literature.
 
Excluded from the warranties are problems due to accidents, misuse, misapplication, storage, damage, negligence or modification to the product or services and their components.
 
Mandel Scientific Inc. has no obligation to perform Services on any non-Mandel Scientific Inc. equipment or with respect to modification or alteration of the equipment.
 
16. Product Remedy – At Mandel Scientific Inc.’s request, Customer shall promptly forward to Mandel Scientific Inc. any alleged defective or non-conforming Product.  If any Product warranted hereunder proves defective or non-conforming, as determined by Mandel Scientific Inc. in its sole reasonable discretion, Mandel Scientific Inc.’s sole and exclusive obligation and Customer’s sole and exclusive remedy hereunder will be for Mandel Scientific Inc., at Mandel Scientific Inc.’s option, to: (i) replace at no cost to Customer, any such defective or non-conforming Product with a non-defective or conforming Product, (ii) in the event a return is authorized, credit Customer’s account for defective or non-conforming Product, or (iii) repair or have repaired a defective or non-conforming Product.  In the event of replacement, the replacement Product will be warranted for the remainder of the original warrant period.  
 
17. Service Remedy – With respect to labor, if any Services warranted hereunder prove defective or non-conforming, Mandel Scientific Inc.’s sole liability and Customers’ sole remedy hereunder will be for Mandel Scientific Inc., at Mandel Scientific Inc.’s option to: (i) re-perform the Services, at no cost to Customer, or (ii) credit Customer’s account for all amounts paid with respect to the defective or non-conforming Services.  With respect to any parts provided by Mandel Scientific Inc. in performing the Services, if any such parts prove defective or non-conforming during the first thirty (30) days after installation, Mandel Scientific Inc.’s sole liability and Customer’s sole remedy hereunder will be for Mandel Scientific Inc., at Mandel Scientific Inc.’s option to: (i) refund the purchase price, or (ii) repair or supply a replacement part, including labor and travel, free of charge to Customer.  Mandel Scientific Inc., at its option, may require Customer to return the part to Mandel Scientific Inc., F.O.B. origin, or may repair or supply a replacement part at the point of installation.  Mandel Scientific Inc. will accept no responsibility if such part has been improperly operating or maintained, or if Customer has permitted any unauthorized or third-party modifications, adjustments, and/or repairs to the part.
 
18. Waiver – Customer acknowledges that Mandel Scientific Inc. is not the manufacturer of any Products sold hereunder.  Customer hereby waives any and all actions, claims, suits, and demands of any type whatsoever (including, without limitation, claims based on strict liability, products liability, tort, or contract) against Mandel Scientific Inc., its subcontractors, or its agents, or any of its or their respective employees, for personal injury, wrongful death, or property damage arising out of or in any way connected with the Services or Customer’s receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of the Products.
 
19. Indemnification by Mandel Scientific Inc. – Mandel Scientific Inc. shall indemnify, defend and hold harmless the Customer its subsidiaries, affiliates and divisions and their respective officers, directors, and employees against any losses, damages, liabilities, actions, causes of action, suits, claims, demands, costs and expenses (including without limitation reasonable lawyer’s fees) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Mandel Scientific Inc., its employees, agents or representatives or contractors in connection with the performance of services at Customer’s premises under this Agreement and (ii) use of a Product in combination with equipment or software not supplied by Mandel Scientific Inc. where the Product would not itself be infringing, (iii) compliance with Customer’s designs, specifications or instructions, (iv) use of the Product in an application or environment for which it was not designed or, (v) modifications of the Product by anyone other than Mandel Scientific Inc. without Mandel Scientific Inc.’s prior written approval.  Customers should provide Mandel Scientific Inc. with prompt written notice of any third-party claim covered by Mandel Scientific Inc.’s indemnification obligations here under. Mandel Scientific Inc. shall have the right to assume exclusive control of the defense of such claim or, at the option of Mandel Scientific Inc., to settle the same.  Customer agrees to cooperate with Mandel Scientific Inc. in connection with the performance by Mandel Scientific Inc. of its obligations in this Section.
 
20. Indemnification by Customer – Customer shall indemnify and hold harmless Mandel Scientific Inc., its subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable lawyers’ fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Customer, its agents, employees, representatives or contractors, (ii) use of a Product in combination with equipment or software not supplied by Mandel Scientific Inc. where the Product itself would not be infringing, (iii) Mandel Scientific Inc.’s compliance with designs, specifications or instructions supplied to Mandel Scientific Inc. by Customer, (iv) use of a Product in an application or environment for which it was not designed, or (v) modifications of a Product by anyone other than Mandel Scientific Inc. without Mandel Scientific Inc.’s prior written approval.
 
21. Assignment – This agreement may not be assigned or otherwise transferred by Customer without the express, written consent of Mandel Scientific Inc.
 
22. Termination – Mandel Scientific Inc. may immediately terminate the Agreement upon written notice if Customer:
(a) Fails to pay an amount when due,
(b) Has not otherwise performed or complied herewith, in order or in part,
(c) Becomes insolvent, files a petition for bankruptcy or commences or has commenced against its proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
 
23. Force Majeure – Mandel Scientific Inc. will not be liable in the event it is prevented in whole or in material part from performing its obligations under these Terms and Condition by circumstance beyond its reasonable control (included, without limitation, any war, riot, insurrection, terrorist act, civil commotion, labor strike, lockout, slowdown, or other civil disorder, fire, flood, storm, earthquake, natural disaster, or other act of God; shortages or inability to obtain necessary labor, power, fuel, energy, materials, supplies, equipment, machinery at reasonable prices from regular sources, machinery breakage’ failure of a communications or internet provider, transportation delays; or any then prevailing applicable law, rule or regulation, including export or import controls, or other act or order of any court, government or governmental agency.
 
24. Governing Law – These Terms and Conditions shall be exclusively governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States applicable therein.