1. CONTRACT – These terms and conditions, together with any other supplemental written terms we give you pertaining to your order or service agreement, form a contract between you, the buyer of certain equipment (including parts and other merchandise), software license, and/or services (the “Buyer”), and us, the Cooper Instruments entity identified on the quote, order acknowledgement, service agreement, invoice, or other order document we give you (“CI”). The rights and obligations identified in this contract apply to Buyer’s purchase of the equipment, software license, and services identified in the CI order documents. If Buyer’s order includes software subject to an end user license agreement (“EULA”), the terms of the EULA also apply and have priority over these terms. Terms and conditions that are different or changed from these only apply if both parties agree to them in writing. Terms or conditions included on Buyer’s forms, including Buyer’s standard terms and conditions of purchase and documents presented to CI’s field service representatives, are not part of this contract. Buyer’s receipt of equipment, software license, and/or services establishes its unqualified acceptance of these terms and conditions and any applicable EULA available at cooperinstruments.com.

2. QUOTATIONS, PUBLISHED PRICES, AND PRODUCT INFORMATION – Quotes and other offers of sale automatically expire 30 calendar days from the date issued unless otherwise stated, and unless CI withdraws the quote or offer earlier, which it may do any time prior to Buyer’s acceptance of the quote or offer. Quotes and offers relating to custom equipment or software may rely on certain information and circumstances, including information Buyer provides. If information or circumstances on which a quote or offer relies change, CI may adjust its quote or offer. Published prices are not offers to sell and may be changed without notice. CI may change equipment or software specifications without notice unless it agreed to the specification(s) in writing. Prices do not include any taxes, shipping, packaging, handling, insurance, duties, inspection fees, permit fees, installation, or other costs or services unless otherwise specified in the CI order documents. CI may choose to accept or reject any order; CI will indicate order acceptance: (a) with a written order confirmation; or (b) by executing the order. Specific product characteristics, including but not limited to product weight, dimensions, value, return on investment, load, tolerance, and other technical data are not guarantees of those characteristics and are provided for information only. Buyer is not permitted to disclose any quotes, prices, specifications, or product information to any third party without CI’s prior written consent.

3. TAXES – If local law requires CI to collect any tax from Buyer it will be added to Buyer’s invoice and Buyer will be responsible to pay it, unless Buyer gives CI a valid tax exemption certificate. If an exemption certificate Buyer gives CI is later determined to be invalid, then Buyer will pay the previously unpaid tax.

4. TERMS OF PAYMENT – Payment terms are stated on the CI order documents. If no payment terms are stated, payment is due net 30 calendar days from the date of invoice. Buyer may not retain any payment it owes CI under this contract, or otherwise set-off any amount it owes CI under this contract, for disputed claims.

5. SHIPPING, HANDLING, AND DELIVERY – Shipping terms are stated on the CI order documents. If no shipping terms are stated, default shipping is UPS Ground, default international shipping is the lowest cost method. Delivery and service dates are estimates unless CI expressly agrees in writing to a fixed date or schedule. CI will use commercially reasonable efforts to meet delivery and service date estimates. All delivery and service dates are conditioned on CI’s timely receipt of all necessary information and approvals. If Buyer causes a delay in delivery CI will store and handle all items at Buyer’s risk, and will invoice Buyer for the unpaid portion of the contract price, plus applicable storage, insurance, and handling charges. CI may make partial shipments. CI will not accept responsibility for any shortages or damages unless Buyer retains all shipping containers and packing materials for inspection. If a conflict in shipping method or location arises between the verbal agreement and the written purchase order CI will ship based on the formal written purchase order if CI is unable to receive clarification from the Buyer before items are ready to ship.

6. RETURNS – Equipment, or licenses on software, that is engineered, modified, customized, or configured especially for Buyer cannot be returned unless there is a valid warranty claim and the equipment or software cannot be repaired. Buyer cannot return equipment that is altered, damaged, used, or previously installed. Unless CI makes a shipping error or Buyer makes a valid warranty claim, unused off the shelf equipment may be returned only if Buyer contacts CI for approval and return instructions prior to returning anything. At its discretion, CI may charge Buyer a restocking fee for any return. Customized, specialty, or non-stock orders require a default fifty percent (50%)

7. CANCELLATION – With CI’s written approval, Buyer may cancel its order prior to the shipment of equipment or software, or prior to the beginning of a service contract. CI may cancel Buyer’s order or require payment in advance if Buyer transfers assets for the benefit of its creditors, or if CI has reason to believe Buyer is unwilling or unable to perform its commitments. If Buyer cancels its order other than as permitted by this section, Buyer must pay CI all amounts due pursuant to the order. If Buyer’s order is cancelled for any reason Buyer will pay CI for reasonable costs and expenses (including engineering expenses and all commitments to CI’s suppliers and subcontractors) incurred prior to CI receiving notice of cancellation, plus CI’s usual rate of profit for similar work. The minimum cancellation charge is fifty percent (50%) of the price.

8. CHANGES – Buyer may make changes to its order if CI consents in writing. To accommodate Buyer’s request for changes CI may change pricing and delivery schedules. If CI performed work or purchased materials in anticipation of Buyer’s order, and the change Buyer requests makes that work or materials unnecessary, Buyer is still responsible for paying for them.

9. PRODUCT MANUALS – It is essential for Buyer to follow the installation information, product and system manuals, operating and safety instructions, and other documentation and specifications CI provides with the equipment; CI disclaims any liability, including warranty liability, if Buyer does not.

10. DISCLAIMER OF DAMAGES – IN NO EVENT WILL CI BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE CONTRACT WOULD FAIL OF ITS ESSENTIAL PURPOSE. Such damages include but are not limited to loss of profits or revenues, loss of use of the equipment or associated equipment and software, cost of substitute equipment or software, facilities, down time costs, increased construction costs, damage to reputation, loss of customers, or claims of Buyer’s customers or contractors for such damages. Buyer may not transfer, assign, or lease the equipment or software sold or licensed under this contract to any third party without first securing from them the protection afforded to CI in this section.

11. LIMITATION OF LIABILITY – CI is not liable for any loss, claim, expense, or damage caused by, contributed to, or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise. In no event will CI’s aggregate liability for any and all types of damages or losses related to this contract or the equipment, software, or services sold, licensed, 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). And any suit arising hereunder must be commenced within one year from the date on which the cause of action accrues.

12. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE – Except for fraudulent misrepresentations, CI is not responsible for any information, assistance, or advice given to Buyer if such information, assistance, or advice was not required by this contract.

13. FORCE MAJEURE – Except for payments owed by Buyer, the period for performance of this contract will be reasonably extended if a party defaults or is delayed in performing their obligations under this contract, for reasons beyond their reasonable control. Strikes, insurrection, acts of God, war, terrorist activities, emergencies, shortages or unavailability of materials, weather, change in law, and other similar causes are among the reasons, but are not the only reasons, that are beyond a party’s reasonable control.

14. EXPORT CONTROL – Buyer acknowledges that the equipment or software may include technologies and software that are subject to export control regulations in Europe, the United States of America, or other countries in which the equipment or software is delivered or used. Buyer is solely responsible for complying with these restrictions if it exports or re-exports the equipment or software. Buyer agrees to indemnify and hold CI harmless from any violation of export restrictions by Buyer or Buyer’s employees, consultants, agents, or customers cause.

15. INTERPRETATION – If any of these terms and conditions conflicts with or is invalid under applicable law, these terms and conditions will be read as if such term or provision was not included. The invalid, illegal, or unenforceable provision will be deemed automatically modified and, as so modified, included in these terms and conditions. Such modifications will be made to the minimum extent necessary to make the provision valid, legal, and enforceable. CI’s waiver or excuse of any noncompliance with these terms and conditions does not constitute a waiver or excuse of any prior or subsequent noncompliance.

16. GOVERNING LAW AND PLACE OF JURISDICTION – The performance of the parties to this contract, and the relationship between the parties, is subject to the applicable laws of the country where the Cooper Instruments office identified on the CI order documents is located; if the Cooper Instruments office identified on the CI order documents is located in the United States of America, the laws of the Commonwealth of Virginia The exclusive venue for claims arising under this contract is the court with competent jurisdiction nearest to the Cooper Instruments office identified on the CI order documents; if the Cooper Instruments office identified on the CI order documents is located in the United States of America, the courts of the Commonwealth of Virginia are the exclusive venue. However, CI reserves the right to initiate court proceedings against Buyer at any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.

17. RETURNS/RESTOCKING – Custom orders are not refundable or cancelable. Please contact us for a Return or Credit form to send back with equipment. All items being returned for credit will be examined and evaluated. If unit is determined to be in original and resalable condition, CI may issue credit for the unit, not including tax and freight charges, using the condition and schedule below.

Returned within 30 days of invoice date: Subject to restocking fee upon evaluation. Non-stock returns will incur a fee.
Returned within 31-60 days of invoice date: Minimum 30% restocking fee.
61+ days after invoice date: Cooper reserves the right to deny credit on items returned 61 + days after invoice date. If credit were given, there would be a minimum of 50% restocking fee.

Amount of credit is dependent upon condition of unit, and will be determined after inspection by our engineers.

18. WARRANTY POLICY – Any CI product which, under normal operation conditions, proves defective in material or in workmanship with one year of the date of shipment by CI will be repaired or replaced free of charge provided that a return material authorization is obtained by CI and the defective product is sent, transportation charges prepaid, with notice of the defect, and it is established that the product has been properly installed, maintained, and operated with the limits of rated and normal usage. Replacement or repaired product will be shipped F.O.B. from our plant. The terms of this warranty do not extend to any product or part there of which, under normal usage, has an inherently shorter useful life than one year. The replacement warranty detailed here is the buyer’s exclusive remedy, and will satisfy all obligations of CI whether based on contract, negligence, or otherwise. CI is not responsible for any incidental or consequential loss or damage which might result from a failure of any and all other warranties, express or implied, including implied warranty of merchantability or fitness for particular purpose. Any unauthorized disassembly or attempt to repair voids this warranty.

Warranty Services:


Advance authorization is required prior to the return to CI. Before returning items, contact CI with:

  • A model number
  • A serial number for the defective product.
  • A technical description of the defect.
  • A no-charge purchase order number (so products can be returned to you correctly).
  • Ship and bill addresses.

Shipment to CI shall be at Buyer’s expense and repaired or replacement items will be shipped FOB our plant Non-verified problems or defects may be subject to a $150 evaluation charge. Please return the original calibration data with the unit.

Non-Warranty Service:


Advance authorization is required prior to the return to CI. Before returning items, contact CI with:

  • A model number
  • A serial number for the defective product.
  • A technical description of the defect.
  • Purchase order number to cover CI’s repair cost.
  • Ship and bill addresses.

After the product is evaluated by CI, we will contact you to provide the estimated repair costs before proceeding. The minimum evaluation charge is $100. Shipment to CI shall be at buyer’s expense and repaired items will be shipped to you FOB our plant. Please return the original calibration data with the unit.

 

Version 1.1
2017/6