General Terms & Conditions
- Prices: Prices exclude any sales, use, value added or similar tax which will be payable by Customer in addition to the quoted price if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption prior to shipment of any/all orders. Unless otherwise stated, all pricing is firm for sixty (60) days from the date of Quotation. Quoted price is valid only for the services and quantity indicated per item.
- Payment: Payment terms are subject to Ohio Lumex Co., Inc.’s (“Ohio Lumex”) credit approval. All payments shall be in United States dollars. Payment is due thirty (30) days from Ohio Lumex’s invoice date. Overdue payments shall bear interest at the rate of one and one-half percent (1.5%) per month, but not to exceed the maximum legal rate. Extended contracts may be partially invoiced at Ohio Lumex’s discretion. All credit card payments are subject to a three and one-quarter percent (3.25%) surcharge. Customer agrees to pay reasonable attorneys’ fees and court costs incurred by Ohio Lumex in the collection of past due invoices.
Unless noted otherwise on the quotation, payment terms for orders outside of the United States are thirty percent (30%) due at time of order and balance is due prior to shipping.
- Delays: Ohio Lumex shall not be held responsible for delays or nonperformance by causes beyond Ohio Lumex’s immediate control, including but not limited to delays of vendors or carriers, acts of God, fires, governmental actions and material shortages. Any such delay will automatically and without penalty cause a corresponding extension of scheduled shipping dates. In all cases, scheduled shipping dates are understood to be approximate and in no event will Ohio Lumex be liable for consequential or incidental damages due to delays or nonperformance.
- Independent Contractor: Ohio Lumex is an independent contractor with respect to all work herein provided, and the representative(s) furnished by Ohio Lumex are not in any manner an employee of the Customer.
- Ohio Law and Jurisdiction: All Orders and/or Quotations shall in all respects be subject to, and governed by the laws of the State of Ohio. Customer agrees that it shall submit itself exclusively to the venue and jurisdiction of the courts of Cuyahoga County, Ohio or the United States District Court of Ohio, Eastern Division, in conjunction with all claims, allegations, causes of action or legal proceedings related to or arising from an Order and/or Quotation, expressly waiving its rights to any other jurisdiction or venue which may be applicable to its place of business.
- Attorney Fees: Customer shall be liable to Ohio Lumex for reasonable attorney fees and costs incurred by Ohio Lumex in enforcing any of its rights hereunder.
- Liability Insurance: During the performance of this work, Ohio Lumex shall be insured by a minimum Four Million Dollars ($4,000,000) combined aggregate bodily injury and property damage insurance policy. If additional coverage is required, the additional costs will be charged to the Customer. A certificate of insurance will be provided upon request.
- Privacy and Data Security: Customer acknowledges that Ohio Lumex is not responsible for any and all backup, security, administration and health of any and all Customer data and files. Customer also acknowledges that regardless of Ohio Lumex safeguards, cyber-attacks are commonplace and Ohio Lumex holds no responsibility for such actions.
- No Other Agreements: No changes, modifications or amendments to these Terms and Conditions or Ohio Lumex’s Quotation shall be valid unless agreed to by the parties in writing.
Terms & Conditions Applicable to Ohio Lumex Products
- Shipment, Title and Risk of Loss: Cost of shipping is not included in the quotation unless specifically itemized. Shipping terms will be EXW Ohio Lumex’s point of shipment, Incoterms 2010, with risk of loss or damage passing to Customer at that point. Customer will be responsible for shipment during transit and for filing any damage or loss claims directly with the carrier.
- Limited Warranty: Ohio Lumex warrants that its products will be free from defects in material and workmanship for a period of one (1) year from the date of shipment, provided the product is maintained and operated consistent with Ohio Lumex’s guidelines. This warranty does not apply to consumables such as Mercury Lamps, Scrubbers, Calibration Cells, Filters and Heater Cartridges or parts delivered by Ohio Lumex but manufactured by others. Ohio Lumex does not warrant that the operation of products will be uninterrupted or error free. Ohio Lumex will repair or replace, at no charge, products which are defective and returned to Ohio Lumex within one (1) year of delivery, or at Ohio Lumex’s sole option, refund Customer’s purchase price. Products which are replaced may be replaced by a later model than the one originally purchased by the Customer.
THIS WARRANTY IS EXPRESSLY GIVEN IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Exclusions: The warranty of Ohio Lumex does not cover the following terms and events:
- Failure of mechanical or electrical parts due to normal wear and tear and age.
- Any defect caused by misuse, negligence, accident or improper installation, operation or repairs by the Customer.
- Certain parts such as mercury lamps, quartz windows, filters, heater cartridges and ladles, are expendable in normal use and their service life is unpredictable. The replacement of these items, not including labor, are covered by this warranty for ninety (90) days only from the delivery date to the customer site.
- Damage to Product resulting from failure of the Customer to provide the required conditions for proper operation of the Product.
- Damage to Product and Customer property resulting from a defect in, or damage to, lithium ion batteries contained within Product.
- Damage to Product resulting from failure of the Customer to properly shield the Product from cyber security threats and attacks.
- Customer-induced contamination.
- Warranty Claims: A defective product will be shipped to Ohio Lumex Co., Inc., 30350 Bruce Industrial Parkway, Solon, Ohio 44139. All products returned for warranty work must be accompanied by a Return Merchandise Authorization (RMA) Form. Products returned to the factory without an RMA Form will not be accepted. The cost of removal, reinstall and shipment to Ohio Lumex will be the responsibility of the Customer; cost of return shipment to the Customer will be paid by Ohio Lumex. Repair or replacement of a defective item shall not extend the initial warranty term. Ohio Lumex shall have the right of disposal of items replaced by it. Ohio Lumex may, at is discretion, travel to the location of installation to handle warranty claims for products that Ohio Lumex installed.
- Exclusive Remedy; Limitation of Liability: THE REMEDY PROVIDED FOR HEREIN SHALL BE THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR ANY CLAIM ARISING IN ANY WAY OUT OF THE MANUFACTURE, SALE OR USE OF ITS PRODUCTS.
OHIO LUMEX SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE MANUFACTURE, SALE OR USE OF ITS PRODUCTS OR ITS PERFORMANCE OF WORK, INCLUDING LABORATORY ANALYSIS OR ONSITE WORK. IN NO EVENT SHALL OHIO LUMEX BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR ANY OTHER DAMAGES OF ANY NATURE WHATSOEVER.
- Non-cancellation: Customer may not cancel or terminate its purchase order for convenience, or direct suspension of manufacture, except with Ohio Lumex’s prior written consent and then only upon terms that will compensate Ohio Lumex for its engineering, fabrication and purchasing charges and any other costs relating to such cancellation, termination or suspension. If Ohio Lumex consents to the cancellation, the minimum cancellation fees are:
- Orders cancelled less than ten (10) calendar days after receipt of order, fee is twenty percent (20%) of order total.
- Orders cancelled 10-30 calendar days after receipt of order, cancellation fee is fifty percent (50%) of the order total.
- Orders cancelled after thirty (30) calendar days after receipt of order, fee is seventy-five percent (75%) of the order total.
- Orders may not be cancelled after the product has been shipped.
- Modification in Design or Discontinuance of Products: Ohio Lumex reserves the right to discontinue products without notice, and to make modifications in design at any time without incurring obligation to make such modifications to products previously sold.
- Lease Terms: Lessor (“Ohio Lumex”) leases to Lessee (“Customer”), and Lessee leases from Lessor, the equipment (“Equipment) identified in the Order for use at Lessee’s locations (“Locations”) identified in the Order for rents (“Rents) and time period (“Period”) identified in the Order. In case of early termination of the lease, Lesse shall pay the balance of Rents for the Period of the lease unless agreed otherwise in the Order.
Lessee shall have the limited right to use the Equipment as follows:
- Only at the Locations identified and only in the manner consistent with Lessor’s provided installation, operation, and maintenance documentation.
- Lessee shall only allow the Equipment to be operated by competent and qualified personnel.
- Lessee shall maintain the Equipment in good mechanical condition and working order at all times.
- Lessee shall be responsible for any repairs required due to the failure of Lessee to properly operate, store, or otherwise manage the Equipment.
- Lessee shall immediately notify Lessor of any malfunction or noticeable degradation of the Equipment.
- Upon termination of the lease, Lessee shall preserve and protect and make the Equipment available for return shipping.
- Lessee shall not reverse engineer the Equipment or allow others to do so.
- Lessee shall not tamper with or inhibit visibility of any of Lessor’s identifying marks on the equipment, including but not limited to nameplates, logos, or serial numbers
Terms & Conditions Applicable to Ohio Lumex Services
- Customer Responsibilities & Testing Conditions: Customer is responsible for 1) assisting Ohio Lumex with transporting equipment to the testing location; 2) providing the required power, air, and port flange at the testing location; 3) providing safe access to the testing location; 4) ensuring that testing port is usable for intended purpose and free of obstructions. Quotation is based on standard testing conditions. Additional charges may apply for especially challenging, unexpected, or special conditions or inclement weather. Inclement weather is defined as lightning, thunderstorms, strong winds, icing, extreme temperatures, or any other severe atmospheric conditions which may endanger or cause damage to Ohio Lumex personnel and/or equipment, or have detrimental effects on the test results. The decision whether testing will be conducted or continued will be made by the Ohio Lumex testing team leader in consultation with the Customer. For projects involving permanent installation of monitors, the Customer is responsible for placing all equipment at or near the installation location and completing all Ohio Lumex installation requirements, including sheltering of equipment, power, air, communication wiring, flange connection and space requirements prior to Ohio Lumex’s arrival onsite.
- Labor Hours & Rate: Unless indicated otherwise on the Quotation, the daily labor rate covers up to eight (8) hours worked daily Monday through Friday. An overtime rate of one and one half (1-1/2) times the equivalent hourly rate shall be paid for all hours in excess of eight (8) worked daily Monday through Friday, and all hours worked Saturday or Sunday.
- Project Delays: The Customer will be responsible for any delays resulting from events that are beyond the control of Ohio Lumex and will be charged at the rates indicated in the quotation, or on an equivalent hourly rate basis if applicable. Examples of events that trigger delay charges include, but are not limited to delays associated with inclement weather, incomplete site preparation, and plant operation. Delay costs include all labor charges, equipment charges, living costs, and all other direct expenses incurred by Ohio Lumex on behalf of the Customer.
- Postponement and Cancellation: Postponement or cancellation of testing by Customer within fourteen (14) calendar days of a scheduled test date will result in a postponement/cancellation fee of ten (10) percent of the estimated cost of completion, plus any direct or indirect costs incurred for the test, including packing or planning time, travel, equipment fees, etc. Cancellation of a project after the testing has commenced will result in a cancellation fee of fifty (50) percent of the balance of the contract amount plus any direct or indirect costs incurred by Ohio Lumex in connection with the project.
- Limitation of Liability: Ohio Lumex is not responsible for an unsuccessful test due to failure, malfunction, or improper operation of the Customer’s process and/or equipment to be tested or used. It is the Customers’ responsibility to have the process and/or equipment operating in a representative manner. Ohio Lumex may recommend adjustments to the operations and implementation of any recommendation(s) will be at the discretion and risk of the Customer.
OHIO LUMEX’S LIABILITY FOR ANY PROJECT SHALL NOT EXCEED AND SHALL BE LIMITED TO THE AMOUNT OF THE CONTRACT BETWEEN OHIO LUMEX AND THE CUSTOMER. IN NO EVENT SHALL OHIO LUMEX BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR ANY OTHER DAMAGES OF ANY NATURE WHATSOEVER.
Customer by either issuing its Order and/or accepting the Quotation acknowledges and accepts Ohio Lumex’s limits of liability as stated in these Terms and Conditions to the exclusion of any and all provisions regarding liability on Orders and/or other documents.