Standard Terms and Conditions of Sale For Authorized Dealers

1. General Terms
   • Acceptance of Terms: By placing an order with Oxford Lab Products (“the Company”), you as an Authorized Dealer (“the Dealer”) agree to be bound by these Standard Terms and Conditions of Sale (“T&C’s”). These T&C’s shall apply to all sales of our scientific products (“Products”) by the Company to the Dealer, unless expressly agreed upon in writing between the parties. The Dealer acknowledges and accepts that these T&C’s shall govern the relationship between the Dealer and the Company. Any conflicting terms proposed by the Dealer shall not be applicable unless specifically accepted in writing by the Company. The Dealer further acknowledges that acceptance of these T&C’s can be established through a signed agreement or by the Company’s acceptance of a purchase order.
   • Applicability: These T&C’s shall supersede and overwrite any other conditions, whether oral or written, unless expressly committed in writing between the parties. Any conflicting terms proposed by the Dealer shall not be binding unless specifically accepted in writing by the Company.
2. Orders and Pricing
   • Placing Orders: Orders can only be placed by Authorized Dealers. Oxford Lab Products does not sell directly to end customers.
   • Pricing: The prices of the Products shall be as stated in Oxford Lab Products’ price list or as otherwise agreed upon in writing between the parties. All prices are exclusive of any applicable taxes, duties, or shipping charges, unless otherwise specified.
3. Order Confirmation: Oxford Lab Products will provide the Dealer with an order confirmation, which shall include the details of the Products ordered, pricing, and any applicable terms and conditions.
4. Delivery and Shipment
   • Delivery: Oxford Lab Products will make reasonable efforts to deliver the Products within the agreed-upon timeframe. However, delivery dates are estimates and not guaranteed. The risk of loss or damage to the Products shall pass to the Dealer upon delivery, in accordance with the standard freight arrangement of FOB San Diego.
   • Shipment: Unless otherwise agreed upon in writing, the Dealer shall be responsible for arranging and covering the costs of shipment from the Company’s facility in San Diego to the Dealer’s designated location. The Dealer shall also be responsible for any insurance, import/export duties, or taxes associated with the shipment.
5. Payment Terms
   • Invoicing and Payment: For domestic dealers inside the United States of America, payment terms are net 30 days from the date of the invoice. Default terms for international dealers are prepayment unless otherwise arranged in writing between the parties.
   • Late Payment: In the event of late payment, Oxford Lab Products reserves the right to charge interest on the outstanding amount at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
6. Warranty and Returns
   • Warranty: Oxford Lab Products provides a warranty policy that outlines the terms and conditions of the warranty coverage for the Products.
   • The Company provides a separate return policy that outlines the terms and conditions for returning the Products.
7. Governing Law and Jurisdiction
   • Governing Law: These T&C’s shall be governed by and construed in accordance with the laws of the state of California, USA, without regard to its conflict of laws principles.
   • Jurisdiction: Any disputes arising out of or in connection with these T&C’s shall be subject to the exclusive jurisdiction of the courts located in San Diego, California, USA.
8. Limitation of Liability:
   • The Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the sale, use, or performance of the Products, even if the Company has been advised of the possibility of such damages.
   • The total liability of the Company, whether in contract, tort (including negligence), or otherwise, shall be limited to the purchase price of the Products giving rise to the claim.
   • The exclusive remedy for any claims arising from sale of products is limited to credit. Repair and replacement for all products exists as the principal vehicle for resolution of dispute on product performance, unless otherwise warrantied under the warranty or return policy.
9. Transfer and Assignment:
   • The Dealer may not assign or transfer any rights or obligations under these T&C’s without the prior written consent of the Company.
   • The Company may assign or transfer any rights or obligations under these T&C’s without the Dealer’s consent or as the result of merger, acquisition, divestiture, or other legal reorganization associated with a material change in control of the organization
10. Reservation of Rights:
    • The Dealer acknowledges and agrees that all rights, title, and interest in and to the Products, including any intellectual property rights, shall remain with the Company.
    • The Dealer shall not use the Company’s trademarks, logos, or other proprietary information beyond industry standard representation of products for the marketability and sale of goods without the prior written consent of the Company.