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Terms and Conditions of Sales

Terms and Conditions of Sales - General

By placing your order online, you must accept our standard order Terms and Conditions. If you cannot agree with our standard order terms and conditions, and have a question or would prefer to place your order by telephone, please contact our Customer Service Department at 1-800-252-4752, Monday-Friday between the hours of 8:00am and 6:00pm Eastern Time. You may also fax your order to 1-508-482-4820. THIS DOCUMENT IS EXPRESSLY CONDITIONED UPON AND SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS:

1. Acceptance - Buyer`s acceptance of the offer to purchase the products and/or services set forth, made by Waters Technologies Corporation d/b/a Waters Corporation (“Waters”) by this document (“document”) shall create a contract subject to and expressly limited by the terms and conditions contained on both sides of this form. ACCEPTANCE OF THIS INVOICE MAY ONLY BE MADE ON THE EXACT TERMS AND CONDITIONS SET FORTH ON THIS INVOICE: IF ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED BY BUYER, SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BECOME A PART OF THE CONTRACT FORMED BY BUYER`S ACCEPTANCE OF THE INVOICE. RECEIPT OF THE GOODS SOLD HEREUNDER (“PRODUCTS”) OR COMMENCEMENT OF THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS INVOICE.

2. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Waters is required to prepay any such tax or fee, Buyer will reimburse Waters. Payment terms shall be net thirty (30) days after shipment. An interest charge equal to 11/2% per month (18% per year) will be added to invoices outstanding beyond 30 days after shipment. In addition, Waters reserves the right, in its sole discretion, to require C.O.D. payment terms from any Buyer. Waters may also refuse to sell to any person until all prior overdue accounts are paid in full.

3. Delivery and Shipment - Delivery terms shall be F.O.B. Waters’ distribution point; identification of the Products shall occur when they leave Waters’ distribution point at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by Waters the amount thereof shall be reimbursed to Waters. Waters will make reasonable commercial efforts to ship the Products or provide the services hereunder in accordance with the delivery date set forth on the reverse side hereof; provided, that Waters accepts no liability for any losses or for general, special or consequential damages arising out of delays in delivery.

4. Warranty - The Products and/or services shall be covered by the applicable Waters` standard warranty, a copy of which is supplied with the Products and/or services or upon request. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR SERVICES. WATERS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general types and quality of goods and does not represent that the Products will conform to the model or sample. Buyer`s remedies under Waters` warranty shall be limited to repair or replacement of the Product or component which failed to conform to Waters applicable standard warranty. WATERS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR SERVICES.

5. Returned Goods - Waters may, in its sole discretion, authorize Product returns in appropriate circumstances, subject to such conditions as Waters may specify. Any such return shall be subject to the express prior authorization of Waters and payment by Buyer of a restocking charge. No returns will be authorized after one hundred twenty (120) days following shipment to Buyer.

6. Technical Advice - Waters may, at Buyer`s request furnish technical assistance, advice and information with respect to the Products, if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such information which is provided without charge at the Buyer`s risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4 ABOVE.

7. Waters` Right of Possession, etc. - Buyer hereby grants Waters a purchase money security interest in any goods offered by this invoice to secure the due and punctual payment of the purchase price specified in this invoice. In the event of default by Buyer in any payment due Waters, Waters shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall Products in transit and retake the same, to repossess any Products or goods which may be stored with Waters for Buyer`s account without the necessity of Waters initiating any other proceedings. In addition, Waters shall have all of the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith. Buyer shall execute such documents as Waters may request to effectuate the foregoing security interest.

8. Agents, etc. - No agent, employee or other representative has the right to modify or expand Waters` standard warranty applicable to the Products and/or services or to make any representations as to the Products other than those set forth in the applicable user or operator`s guide delivered with the Products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between Waters and Buyer for the purchase of the Products or Services.

9. Fair Labor Standards - The Products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standards Act of 1938, as amended.

10. Equal Employment - Waters is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status.

11. Modifications, Waiver, Termination - The contract formed by Buyer`s acceptance of this invoice may be modified and any breach thereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought.

12. Governing Law - The contract formed by Buyer`s acceptance of this invoice shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A.

13. Export – Buyer shall comply fully with all applicable provisions of the United States Export Control Laws as may be in effect for any of the Products and shall seek, whenever required, at its own expense, export licenses from the United States Department of Commerce prior to any export of the Products and shall further assure complaince with all reexport restrictions of such United States Export Control Laws.

14. Additional Terms and Conditions - This document is also subject to any Waters Special Terms and Conditions applicable to the Products or Services offered by this document, which appear on the front of this document. Any variance from the terms and conditions of this Invoice in any order or other written notification from Buyer, will be of no effect. Should Buyer order Products or services through a Waters office located outside of the United States, the terms and conditions of the document issued by the office oustide of the United States shall govern such order.

15. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer’s acceptance of this invoice or the sale of Products and/or performance of the Services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to subtract from or modify any of these terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the Eastern District of Massachusetts, to whose jurisdiction for such purposes Waters and Buyer each hereby irrevocably consents and submits.

16. Software - To the extent there is any software included with the Products, the software is being licensed, not sold and all right, title and interest therein shall remain with Waters. Use of the software shall be in accordance with the applicable software license delivered with the Products. U.S. Government Restricted Rights - RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable.

17. Force Majeure - Waters shall have no liability for failure to perform, or delay in performance, in the delivery of any and all equipment manufactured or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.


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