Terms of Service


Laboratory Technologies, Inc. (Seller”) quotation, sale and/or acceptance of Buyers Purchase Order (Order”) for Sellers Goods is expressly conditioned upon Buyer’s assent to the below Terms and Conditions. Buyer’s acceptance of Seller’s Goods is also deemed by the Parties to be Buyer’s assent to such terms.


All Terms and Conditions of Quotation/Sale are as follows except as specifically noted on the face of the Seller’s Acknowledgement, Sales Order or Quotation.


No liability shall result from delay in performance or non-performance of this Agreement directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, ware, act of regulation or any government, inability to obtain suitable material, equipment, fuel power, or transportation or act of God; or arising from contingencies , happenings, or causes beyond the control of the parties affected. Quantities of Goods so affected by any such circumstances may be eliminated from the Order without liability, but this Agreement shall otherwise remain unaffected.


All sales are made for U.S. buyers F.O.B. (and for foreign buyers, EX WORKS, per Incoterms 2000) at Sellers Facility, Elburn, IL, U.S.A. Seller’s Liability ceases as to delivery and risk of loss ceases upon making delivery of the Goods purchased hereunder to carrier at said shipping point in good condition; the carrier acting as Buyer’s agent.


The buyer shall not assign its Order or any interest therein or any rights thereunder without the prior written consent of Seller.


Buyer shall reimburse the Seller for all taxes, excises or other charges which the Seller may be required to pay to any domestic government (national state or local) upon the sale, production or transportation of the Goods sold hereunder, and for international operations (export sales). Additionally all taxes, licenses, duties, and governmental exactions by whatever name known which may be levied or assessed on or account of the Goods sold hereunder, or their documents.


Payments shall be made to Seller in strict accordance with the agreed upon payment terms. Each shipment shall be considered a separate and independent transaction. If performance by Seller or shipments are delayed by the Buyer, payments shall become due on the date when the Seller is prepared to make shipment and such payments shall be made based on the purchase price and the percentage of completion.


Prices and terms are not subject to verbal changes or other agreements unless approved in writing by the seller. Prices are based on costs and conditions existing on the date of quotation and are subject to change by the seller before final acceptance. Prices do not include export or special packaging, compliance testing or inspection charges. Buyer shall have no right to access of Seller’s cost or pricing data or other book and records.


Any failure at any time of Buyer or Seller to enforce any provision hereof shall not constitute a waiver of such provision nor prejudice the right of Buyer or Seller to enforce such provisions at any subsequent time. Insofar as any terms and conditions of the Buyer’s Order conflict with the Seller’s terms and conditions contained herein, the latter shall govern, irrespective of whether the Buyer accepts the Seller’s terms and conditions by written acknowledgement , by implication, or acceptance and payment of Goods ordered hereunder. Terms and conditions proposed by Buyer that are inconsistent with those stated herein are waived by Buyer.


Any of Seller’s data and its Goods furnished or acquired by Buyer providing confidential or proprietary information concerning Seller’s trade secrets, such as, but not limited to, any formula, design, engineering drawings, device or compilation of information, including Seller’s manufacturing methods or processes, treatment and chemical composition of materials and tooling shall be kept confidential by Buyer, and not disclosed to third parties without Seller’s express written permission. And, Buyer shall not use such data, in whole or in part, or the Goods, to copy, redesign, reverse engineer, replicate or manufacture (or enable manufacture by itself or any third party) the Goods, products similar thereto or products derived therefrom without Seller’s express written permission. The price for the Goods does not include any such data and information.


Should Seller initiate collection (in court or otherwise) against the Buyer by reason of Buyers failure to make payment in accordance with Seller’s payment terms or other disputed contract interpretation, then the prevailing Party in such action shall be paid all costs (including its reasonable attorney fees) actually incurred in connection with such action, or any appeal therefrom, from the other party regardless of any otherwise applicable court schedule used in connection with the determination thereof. In any such action the laws of the State of California, U.S.A. shall apply, except for its internal conflict of laws provision. This contract excludes the application of the 1980 United Nations Convention for the International Sale of Goods. Any dispute between buyer and Seller may be brought in any competent jurisdiction.


Final acceptance or rejection of the Goods shall be made promptly as practical after the delivery to Buyer; however, unless earlier rejected, the Goods shall be deemed by the parties to be accepted within thirty (30) days after delivery to Buyer. Upon acceptance of each unit of Goods, Buyer waives any right to revoke such acceptance for any reason, weather known or unknown to Buyer at the time of acceptance. Any defect or nonconformance becoming apparent in the Goods after such acceptance shall be corrected under and subject to, the conditions of the Article herein entitled Warranty.


Cancellations of an Order may be accepted with the specified written approval of the Seller and shall be subject to cancellation charges with will include all expenditures made and committed for the Order with a reasonable allowance for prorated overhead expenses, profit and cost for preparing, submitting and negotiation of Seller’s termination claim.