Terms Of Sale

Acceptance

All purchases of BASi® goods and services shall be controlled solely by these Terms of Sale and BASi® expressly objects to and rejects any inconsistent or conflicting terms and conditions contained in any purchase order or other document provided by the buyer. No modification of these Terms of Sale shall be binding upon BASi® unless made in writing and signed by BASi’s authorized representative.

Written quotations from BASi® automatically expire 30 days from issue unless otherwise noted on the quotation document. All orders based on quotation (written or verbal) are subject to these Terms of Sale and final order acceptance by Bioanalytical Systems Inc. (BASi) in West Lafayette, Indiana. Please reference the quote number and date when placing an order.

Payment Terms

Standard terms for BASi® clients with established credit are payment in 30 days from date of shipment of goods or date of invoice for services (Net 30 Days). (Standard terms may be revoked in cases where payment is chronically late or credit limits have been exceeded.) New clients who wish to open an account with BASi® may be required to prepay the initial order and provide credit references.

Minimum Order

A minimum of $100.00 is required for orders shipped on account (i.e. orders which will be invoiced on a Net 30 day basis). To make a purchase totaling less than $100.00, you may prepay with a check, or provide a credit card number (Visa, MasterCard, American Express or Discover) at the time of order.

Prices

All prices quoted are subject to change without prior notice. 

Taxes

Buyer is responsible for any applicable city, state, or national taxes, VAT, excise taxes and/or import. Whenever it is required by a governing authority, such taxes will be added to the invoice as a separate charge payable by the buyer.

Transfer of Title

Prices are quoted F.O.B. Shipping Point - prepay and add, which means that ownership passes to the buyer once it leaves our dock. Collect shipping is acceptable on EX-W (ES-Works) only.

Shipping

We ship UPS, Federal Express or air freight and add shipping charges to the invoice. Unless the order is prepaid, BASi® reserves the right to select the carrier who provides the best combination of service and price. We insure all shipments and add this charge to the invoice. Collect Shipping is acceptable on F.O.B. factory basis only. The buyer is responsible for paying the invoice in its entirety once the goods have been shipped.

International Letters of Credit

International customers without established credit will be asked either to pay in advance or via an irrevocable Letter of Credit (L/C).

We will assess a handling fee of $250 for the documentation required by the bank for L/C transactions. This fee must be included in the total credit. Any L/C advised through any other banks may be charged a higher fee proportionate with the fees charged by that bank.

Cancellations

Orders for custom probes, custom electrodes, or any other custom product or instruments built to customer specifications will be subject to a cancellation penalty of 100%. Payment for up to 100% of the invoice value of custom products may be required in advance. Cancellation for a stock product once the product has been shipped will normally be assessed a charge of 25% of the invoice value, plus shipping charges.

Installation, Service call, Training & IQ/OQ Cancellation fee

BASi® visits to a customer’s site for equipment installation, service calls, training or IQ/OQs are potentially subject to a cancellation fee. Specifically, once visit dates have been agreed upon and BASi® staff have made any necessary travel arrangements, if the customer cancels or reschedules the visit, there will be a 25% cancellation fee. If a visit is cancelled/rescheduled more than once, a 25% cancellation fee for each occurrence will apply. This cancellation fee will reimburse BASi® for any costs incurred arising from cancellation(s)/rescheduling(s) and for any opportunity costs incurred from reserving the original schedule on the customer’s behalf.

Claims

Claims for shortages, errors, deficiency in product, or shipping damage shall be deemed waived by the buyer unless made, in writing, within 30 days after the shipping date or delivery by a BASi® employee.

Returns

Please see the cancellation penalty as described above. No item may be returned without permission of BASi® and a return authorization number (RMA#) which must be affixed to the shipping label of the returned goods. Only unused and non-perishable goods obtained within the previous 30 days can be considered eligible for restocking. Computer software is not eligible for return in any instance.

Limited Warranty

BASi® warrants equipment manufactured by the company to be free of defects in material and workmanship for a period of one year from the date of shipment, except as provided hereinafter. This assumes normal usage under commonly accepted operating parameters and excludes consumable products. BASi® further warrants that it has clear title to the goods and the goods shall be delivered free of liens and encumbrances. BASi® does not warrant either a good effect or against any ill effect following use of the goods.

All products manufactured by BASi® are tested and inspected prior to shipment. However, in the event a product is delivered to buyer with a defect, upon prompt notification by the buyer, BASi® will correct any defect in products or equipment of its manufacture either, at its option, by return of the item to the factory, or shipment of a repaired or replacement part. BASi® will not be obliged, however, to replace or repair any piece of equipment which it determines has been abused, improperly installed, altered, damaged, or repaired by others. Defects in equipment do not include decomposition, wear, or damage by chemical action or corrosion, or damage incurred during shipment.

BASi® agrees either to repair or replace, at its sole option and free of part charges to the buyer, any parts of such instrumentation which, under proper and normal conditions of use, prove to be defective within 90 days from the date of shipment.

BASi® neither assumes nor authorizes any person to assume for it any other liability in connection with the sale, installation, service or use of its instrumentation. BASi® shall have no liability whatsoever for special, consequential, or punitive damages of any kind from any cause arising out of the sale, installation, service or use of the goods or services.

THE WARRANTY AND REMEDY PROVIDED HEREIN ARE SOLE AND EXCLUSIVE WARRANTY AND REMEDY MADE BY BASi® AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limited Obligations Covered by this Warranty

  1. In the case of instruments not of BASi® manufacture, the original manufacturer's warranty applies.
  2. Shipping charges under warranty are covered only in one direction. The buyer is responsible for shipping charges to the factory if return of the part is required.
  3. This warranty does not cover damage to valves, lamps, seals, or columns due to improper installation by the buyer.
  4. Warranty for thin-layer amperometric cells and working electrodes are limited to 60 days.
  5. Warranty for valves is limited to 30 days.
  6. Expendable items, including but not limited to microdialysis probes, catheters, tubing sets, reference electrodes, chemical standards, prepared solutions, lights, fuses, O-rings, gaskets, glass items, membranes and filters, are excluded from warranty.
  7. Failure by the buyer to perform normal and reasonable maintenance on instruments will void warranty claims.
  8. If the original invoice for the instrument is issued to a buyer which is not the end user, and not an authorized BASi® distributor, then all requests for warranty must be processed through the company which sold the product to the end user, and not through BASi® or its distributors.

Indemnification

The buyer shall defend, indemnify, and hold harmless BASi® and its directors, officers, employees and agents from any claims, damages, or expenses, including reasonable attorneys' fees, arising or alleged to arise from (a) the improper use, handling, treatment, storage, disposal, transportation, maintenance, by buyer of any goods purchased hereunder, (b) any asserted deficiencies or defects in the goods supplied hereunder caused by any alteration thereof made by buyer with or without BASi®'s consent, (c) buyer's breach of any terms or conditions of the Terms of Sale, or (d) the re-sale of any of the goods purchased hereunder. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which BASi® has by law.

Governing Law and Venue

These Terms of Sale and any purchase order shall be governed by the laws of the State of Indiana, notwithstanding any state's choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Sale or the order. In the event of any litigation pertaining to the business relationship of BASi® and buyer or any transaction between them, any such action shall be filed and maintained only in the jurisdiction in a state or federal court of competent jurisdiction in the State of Indiana and buyer consents irrevocably to this jurisdiction. Service of process shall be considered effective if served in person, by registered airmail or by express courier to the recipient's address.

Force Majeure

Any delay or default in the performance of any obligation by BASi® under these Terms of Sale shall be excused if such delay or default is caused by conditions beyond BASi®'s control, including, but not limited to: acts of nature, fires or floods; governmental action or inaction or restraint; continuing domestic or international disturbances, such as war or insurrections; strikes; work-stoppages; embargoes; unavailability of equipment; and/or lack of materials. Any suspension of performance shall be limited to the period during which such causes of failure exist.