Distributor Terms of Sale

All purchases of Products for distribution from BASi Research Products, Inc.an Indiana corporation located in West Lafayette, Indiana ("BASi"), shall be controlled by these Terms of Sale and the Distribution Agreement executed between BASi and Distributor (as defined in the Distribution Agreement) unless Distributor and BASi specifically amend these Terms and Conditions in the Distributor Agreement or any subsequent writing, signed by BASi’s authorized representative. BASi expressly objects to and rejects any additional, inconsistent, or conflicting terms and conditions contained in any purchase order or other document provided by Distributor. No modification of these Terms and Conditions shall be binding upon BASi unless made in writing and signed by BASi’s authorized representative. Any capitalized terms used herein but not otherwise defined shall have the meaning as defined in the Distributor Agreement.

Purchase Orders; BASi Acceptance of Orders.

1. Purchase Orders. Distributor shall submit purchase orders for Product to be purchased for resale from BASi. Purchase orders shall be delivered in writing either (i) by e-mail to AR_Orders@basinc.com; or (ii) by fax to 1-765-497-1102.
2. Discontinued Products. BASi reserves the right to reject or cancel any purchase orders for goods, parts, or supplies which have been discontinued by BASi.
3. Acceptance; Rejection.  BASi reserves the right to reject any purchase order, in BASi’s sole and absolute discretion, within a reasonable time after delivery to BASi, provided that silence shall be considered an acceptance by BASi after five (5) business days.
4. Cancellation. Distributor may cancel any purchase order for BASi stock goods and products, in whole or in part, before such order has shipped from BASi’s facility. For any cancellation of a purchase order for BASi stock products after such Products have been shipped from BASi’s facility, Distributor shall be assessed a charge of 10% of the invoice value with a minimum of $25.00, plus shipping charges, including but not limited to the shipping costs to return Products to BASi. 

Payment Terms; Prices

Standard payment terms for Distributor with established credit are payment in 30 days from the date on the invoice for Product. BASi reserves the right to require pre-payment, or a shorter payment period, at BASi sole discretion, for any Distributor owing past due amounts, who has a history of making late payments to BASi, or who has exceeded any credit limits established by BASi. New Distributors who wish to open an account with BASi may be required to prepay the initial order and provide credit references.

1. Currency. All quotations, orders, invoices, and payments shall be in US Dollars. No statement, written or oral, from BASi or any of its affiliates, representatives, officers, directors, employees, or agents, regarding a currency exchange rate or the cost of goods and services in any currency other than US Dollars shall be binding on BASi, and BASi reserves the right to reject any payment in any currency other than US Dollars, or, at BASi’s sole option, accept such payment and charge back to Distributor any currency exchange fees or costs incurred.
2. Taxes. Distributor shall be responsible for any applicable city, state, or national taxes, including without limitation, sales and use taxes, VAT, excise taxes, and/or import and export taxes or duties. Whenever it is required by a governing authority, such taxes shall be added to the invoice as a separate charge payable by Distributor.
3. Price. Unless Distributor and BASi have entered into a separate written agreement, signed by BASi’s authorized representative, prices for Products shall be according to BASi’s published list price on the date of shipment from BASi’s facility. Any discount or rebate shall be calculated based on pricing in effect as of the date of shipment from BASi’s facility. All prices, discount, rebates, and quotes are subject to change without prior notice, unless otherwise agreed to in writing signed by BASi’s authorized representative.
4. International Distributors. Distributor requesting shipment to a non-United States, international address may be required, in BASi’s sole discretion and at BASi’s sole option, either to pay in advance or via an irrevocable Letter of Credit (L/C). BASi shall assess a handling fee of at least $250.00 for processing any L/C transactions and shall pass through to Distributor any additional costs or fees reasonably incurred by BASi in connection with L/C transaction. This fee must be included in the total credit covered by the L/C. BASi reserves the right to increase this processing fee for any reason and without prior notice.

Shipping Carrier and Costs

For United States domestic shipping, BASi shall ship FOB Origin and title to Products and all risk of loss shall transfer at the point of shipping from BASi's facility.  For non-United States international shipping, BASi shall ship DAT US Port of Export (INCOTERMS 2010) and title to Products and all risk of loss shall transfer upon leaving the United States at the port of export for Products. BASi shall add any pre-paid shipping charges to Distributor's invoice. If Distributor is required by BASi to prepay for Products, a good faith estimate of the shipping costs may be prepared by BASi and required to be paid by Distributor prior to shipment by BASi and any delay in arrival due to requirement of pre-payment for shipping costs shall be the sole liability of Distributor. A final invoice reflecting the actual shipping costs for any pre-paid shipment shall be delivered to Distributor. Any shipping costs in excess of the pre-paid amount shall be due and payable by Distributor in accordance with Section 2 of these Terms and Conditions. Any pre-paid shipping costs that exceed the actual amount incurred by BASi shall be either refunded to Distributor or applied as a credit to a future Purchase Order, in BASi's sole and absolute discretion.

Delivery and Acceptance

Distributor shall inspect all Products upon delivery as soon as reasonably possible, but no later than five (5) days after delivery to Distributor's shipping address identified on the purchase order. Distributor shall notify BASi of any defect, damage, non-conformity, shortages or other rejection of the Product by Distributor within five (5) days after delivery to Distributor's shipping address identified on the purchase order. Silence shall be deemed acceptance by Distributor of all goods as delivered. 

Non-Disclosure and Non-Use of Confidential Information

To ensure adequate protection against the wrongful use or disclosure of Confidential Information, and to protect the value associated with the Confidential Information and the Products, Distributor agrees that it shall hold any and all Confidential Information disclosed pursuant to these Terms and Conditions or the Distributor Agreement in strict confidence, and that, unless they obtain the prior written consent of Purchaser or as required by applicable law, Distributor shall not directly or indirectly use, disclose, distribute, disseminate or authorize any third party to use, disclose, distribute or disseminate any Confidential Information for any purpose.  Distributor further agrees that it shall deliver to BASi all Confidential Information (and any copies thereof, in whatever format), in its possession or under its control on or prior to any termination or expiration of the Distributor Agreement, except as otherwise agreed to by the parties.  Distributor acknowledges and agrees that any violation of the confidentiality obligations set forth herein would be extremely detrimental and prejudicial to BASi, and would result in irreparable injury and loss to BASi.  The obligations set forth in this section, and BASi's rights and remedies with respect thereto, shall remain in full force and effect for as long as the Confidential Information remains confidential (except that the obligations shall continue if the Confidential Information loses its confidential nature through any act by or omission of Distributor, including breaches of this section). For the purpose of these Terms and Conditions, "Confidential Information" shall mean any and all trade secrets, privileged records, information relating to Products, or proprietary information of a technical, business, or other nature, in any format, disclosed or developed by BASi, regardless of whether or not it is marked "Confidential." The restrictions in this section do not apply to the extent that it can be established by Distributor that the information: (i) was in the public domain at the time of disclosure or later entered the public domain through no fault of Distributor; (ii) was or is lawfully developed independently by Distributor, as evidenced by written documentation; (iii) was made known to Distributor from another source under no obligation of confidentiality to BASi; or (iv) was or is required to be disclosed in a government inspection, or by government order, court order, or other legal requirement, provided that Distributor provides BASi with notice of such required disclosure to the fullest extent allowed by applicable law.

Non-Disparagement

Distributor shall not, directly or indirectly, make any negative or disparaging statement, or release any information, or encourage others to make any statement or release any information that has the effect of embarrassing or criticizing BASi or any of its affiliates, the services and products offered or provided, including any statements made to the press or other media in the United States of America or in any other country.  The obligations pursuant to this section shall survive any termination or expiration of the Distributor Agreement.

Limited Warranty

Except as set forth below, BASi warrants Products manufactured by BASi: (i) to be free of defects in material and workmanship for a period of one year from the date of shipment from BASi’s facility; (ii) shall be delivered free of liens and encumbrances and that BASi has clear title to Products; and (iii) are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, as amended.  Distributor’s and its customer’s sole remedy for any defect or non-conformity shall be either, at BASi’s option, a full refund of the invoice price for such goods or replacement by BASi with new or repaired conforming goods.  THE WARRANTY PROVIDED HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY BASi AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  BASi DOES NOT WARRANT EITHER A GOOD EFFECT OR AGAINST ANY ILL EFFECT FOLLOWING USE OF THE PRODUCTS. The following limitations to the warranties herein apply:

1. For any Product or part which is not manufactured by BASi, only the original manufacturer’s warranty applies.
2. Any consumable goods, instrumentation, and parts manufactured by BASi are warranted to be free of defects in material and workmanship only on the date of shipment from BASi’s facility and, under proper and normal conditions of use, for 90 days from the date of shipment from BASi’s facility.This warranty does not cover damage to valves, lamps, seals, or columns due to improper installation by the buyer.
3. Warranty for thin-layer amperometric cells and working electrodes are limited to 60 days.
4. Warranty for on-site service or in-house repair work on any BASi instruments are limited to 90 days.
5. Warranty for re-sale or refurbish instruments are limited to 180 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. The warranty hereunder shall be void for any Product which BASi determines, in its sole and absolute discretion, has been abused, improperly installed, altered, damaged, or repaired by Distributor or any third party, including without limitation, Distributor's customer.  This exception includes damage to valves, lamps, seals, or columns due to improper installation.
8. Failure by Distributor or Distributor's agents, representatives, or customers, as determined by BASi in its sole judgement, to perform normal and reasonable maintenance on instruments will void warranty claims.
9. The warranty covering defects in material and workmanship shall apply only to Products used under proper commonly accepted operating parameters and normal conditions.
10. Defects and non-conformities in Products do not include decomposition, wear, or damage by chemical action or corrosion, or damage incurred during shipment.
11. Shipping charges for warranty repair or replacement of non-conforming Product shall be covered by BASi in only one direction. Distributor is responsible for all shipping charges associated with returning Product to BASi if a return is required.
12. Distributor is responsible for processing all warranties claims with respect to Products sold by it.

Distributor shall not enlarge the warranties herein in any way to the final user or its customers and shall indemnify BASi for any warranty claims that exceed the warranties hereunder.  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.

Indemnification

Distributor shall defend, indemnify, and hold harmless BASi, its directors, officers, employees, agents and representatives from any and all claims arising from (a) the improper use, handling, treatment, storage, disposal, transportation, maintenance, or distribution of any Products after receipt of Products from BASi; (b) any alteration of the Products made by Distributor without BASi's consent; or (c) Distributor's breach of any terms or conditions of these Terms and Conditions or the Distributor Agreement. If Distributor is required to follow any portion of the Regulation EU 2016-679 General Data Protection Regulation (the "GDPR"), the Distributor is solely responsible for all compliance requirements. Distributor shall notify BASi of the information that they may need to provide to assist Distributor in GDPR compliance. Distributor agrees to fully indemnify and hold harmless BASi for any violations of the GDPR.The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which BASi has under these Terms and Conditions, the Distributor Agreement, or at law. 

Limited Liability

IN NO EVENT SHALL BASi® BE LIABLE TO DISTRIBUTOR FOR ANY CONSEQUENTIAL, CONTINGENT, SPECIAL, STATUTORY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR EXPENSES WHATSOEVER RELATING TO OR ARISE FROM DISTRIBUTOR'S PURCHASE OF PRODUCTS HEREUNDER, WHETHER UNDER THESE TERMS AND CONDITIONS, UNDER THE DISTRIBUTOR AGREEMENT OR OTHERWISE, OR WHICH RELATE TO OR ARISE FROM THE RELATIONSHIP BETWEEN BASi® AND DISTRIBUTOR, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCTS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER GOODS OR MATERIALS.

Returns

All returns, regardless of reason, require a return material authorization (RMA) number. This number connects returned Package with an information file and expedites the handling by BASi. To obtain an RMA number, please contact a BASi associate by one of the following means: Telephone 765-463-4527; FAX 765-497-1102; email: AR_Orders@basinc.com; or contact Distributor's BASi representative under the Distributor Agreement.

1. Non-Conforming Products. Distributor's sole remedy for Products, including without limitation any replacement parts or supplies, with any non-conformity or defect shall be return for full refund or replacement with conforming Product, in each case, subject to Section 7.
2. Convenience Returns. During the Term, BASi will accept return of Products which are unopened and in a condition suitable for resale within thirty (30) days after the shipping date from BASi facility, subject to a restocking fee equal to 25% of the original invoice value of the returned Products.
3. Software Products. BASi does not accept returns of any software products except for reason of manufacturing defect or non-conformity.

Recall

BASi will notify Distributor of any recall of Products within 24 hours. BASi shall pay for all actual, reasonable, third-party costs of Distributor to comply with BASi's instructions for such recall. BASi will pay for returning recalled Products to BASi or other shipping location as directed by BASi.

Term and Termination

The term of these Terms and Conditions shall be the Term of the Distributor Agreement. Any termination of the Distributor Agreement shall terminate these Terms and Conditions. Any terms in these Terms and Conditions or the Distributor Agreement related to warranty, indemnification, payment for Products shipped, recall, intellectual property rights, restrictive covenants, confidential information, and dispute resolution shall survive any termination or expiration of the Agreement. Without limiting the foregoing, the following sections of these Terms and Conditions shall survive any termination or expiration of the Distributor Agreement: Section 5, Section 6, Section 7, Section 8, and Section 9.

Miscellaneous

1. Code of Conduct. Distributor agrees to perform any and all obligations hereunder in an ethical and professional manner and shall adhere to the BASi code of conduct when distributing BASi Products.
2. Assignability.  These Terms and Conditions, the Distributor Agreement, and any right or obligation hereunder or thereunder is not assignable or transferable by Distributor in whole or in part without the prior written consent of BASi and any such purported assignment without such consent shall be void.
3. Waiver. The failure of either party to exercise any right hereunder shall not be deemed to be a waiver of such right.  Any waiver made in writing in respect of any breach of a provision of these Terms and Conditions or the Distributor Agreement shall be valid but shall not be construed to be a waiver of any succeeding breach of such a provision or waiver of the provision itself.
4. Dispute Resolution. BASi and Distributor agree any dispute arising under these Terms and Conditions or the Distributor Agreement shall be resolved as follows: (i) BASi and Distributor shall use good faith negotiation to try and resolve any dispute between them; the (ii) If good faith negotiation does not resolve the dispute, the parties shall submit the dispute to binding arbitration. The parties will share equally the joint expenses of the arbitration process, with each party bearing its own individual legal costs and expenses. The parties will mutually select an arbiter or a panel of arbitrators to preside over a binding arbitration proceeding. If the parties are unable to agree on an arbiter(s), they will request the American Arbitration Association ("AAA") to select an arbiter. The parties will convene in a mutually-agreeable location to conduct a hearing before the arbiter(s) no later than sixty (60) calendar days after the selection of the arbiter(s). Any arbitration procedure shall be governed by the AAA arbitration procedural rules.  The arbitral award shall be final and binding upon both parties. Notwithstanding the foregoing, the parties shall have the right to take any dispute concerning the breach of any obligations under these Terms and Conditions or the Distributor Agreement related to confidentiality, non-solicitation, non-competition, non-disparagement, or intellectual property rights directly to a judicial proceeding.