Terms & Conditions

General Terms & Conditions

1. General: The terms & conditions in this document (“T&C”) are applicable to all Ohio Lumex Co., Inc.’s (“Ohio Lumex”) products and services. In the case these T&C contradict or differ from the terms stated in Ohio Lumex documents related to specific orders such as quotations, order confirmations or invoices (Order Documents), the Order Documents shall govern.

 

2. Prices: Prices exclude any sales, use, value added or similar tax unless specifically itemized in the Order Documents and will be payable by Customer, if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption at the time of placing an order. All pricing is firm for 60 days from the date of Quotation. Quoted prices are valid only for the quantities indicated in the Quotation. All prices are in United States Dollars.

 

3. Payment: All payments shall be in United States Dollars. Overdue payments shall bear interest at the rate of 1.5% per month, but not to exceed the maximum legal rate. All credit card payments are subject to a 3.25% surcharge. Customer agrees to pay reasonable attorneys’ fees and court costs incurred by Ohio Lumex in the collection of past due invoices. All orders shall be paid in full prior to product shipment or start of service unless noted otherwise in the Order Documents. Credit terms may be provided upon credit approval.

 

4. 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 delays will automatically and without penalty cause a corresponding extension to the order due date. In all cases, order due 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.

 

5. 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 employees of the Customer.

 

6. Ohio Law and Jurisdiction: All Ohio Lumex products and services 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 Ohio Lumex products and services, expressly waiving its rights to any other jurisdiction or venue which may be applicable to its place of business.

 

7. 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.

 

8. Liability Insurance: During the performance of this work, Ohio Lumex shall be insured by a minimum $4,000,000 combined aggregate bodily injury and property damage insurance policy. If additional coverage is required by Customer, the additional costs for such coverage will be charged to Customer. A certificate of insurance will be provided upon request.

 

9. Privacy and Data Security: Customer acknowledges that Ohio Lumex is not responsible for any backup, security, administration and health of 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.

 

10. Confidentiality and Non-Disclosure: Customer agrees to keep confidential any information marked as “Confidential” that is provided by Ohio Lumex in the course of its business with Customer. If a separate confidentiality or non-disclosure agreement is executed between the parties, the terms of that agreement shall govern.

 

11. Shipment, Title and Risk of Loss: Cost of shipping is not included unless specifically itemized in the Quotation. 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.

 

12. Travel Expenses: Travel expenses are not included unless specifically itemized. Travel expenses shall be charged at cost plus a 10% administration fee.

 

13. No Other Agreements: No changes, modifications or amendments to these Terms and Conditions or Ohio Lumex’s Quotations shall be valid unless agreed to by the parties in writing.

 

Ohio Lumex Products

14. Limited Warranty: Ohio Lumex warrants that its products will be free from defects in material and workmanship for a period of one year from the date of shipment, provided the product is maintained and operated consistent with Ohio Lumex guidelines. This warranty does not apply to parts classified as consumables. 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 year of shipment, 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 does not cover the following:

1. 1. Failure of parts due to normal wear and tear and age.
   2. Any defect caused by misuse, negligence, accident or improper installation, operation or repairs by Customer.
   3. Certain parts such as analytical light sources, quartz windows, heater cartridges, and ladles are expendable in normal use and their service life is unpredictable. The replacement of these items are covered by this warranty for ninety (90) days from the date of shipment.
   4. Damage to Product resulting from failure of Customer to provide the required conditions for proper operation of the Product.
   5. Damage to Product and Customer property resulting from a defect in, or damage to, lithium ion batteries contained within Product.
   6. Damage to Product resulting from failure of Customer to properly shield the Product from cyber security threats and attacks.
   7. Failure or damage to Product resulting from lack of preventative maintenance by Customer.
   8. Customer-induced contamination of the Product.

 

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 Material Authorization (RMA) Form. Products returned to the factory without an RMA Form will not be accepted.  The cost of removal, reinstallation, 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 if warranty claim is deemed to be valid 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 its 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.

 

15. Non-cancellation: Customer may not cancel or terminate its 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:
    1. Orders cancelled less than 10 calendar days after Ohio Lumex Order Confirmation: 20% of order total.
    2. Orders cancelled 10-30 calendar days after Ohio Lumex Order Confirmation: 50% of the order total.
    3. Orders cancelled more than 30 calendar days after Ohio Lumex Order Confirmation: 75% of the order total.
    4. Orders may not be cancelled after the product has been shipped.

 

16. 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.

 

Ohio Lumex Onsite Services

17. Customer Responsibilities & Site Conditions: If needed, customer is responsible for 1) assisting Ohio Lumex with transporting equipment to the project location; 2) providing the required utilities such as power and compressed air; 3) providing safe access to the project location; 4) ensuring that the sampling port is usable for intended purpose and free of obstructions. Quotation is based on standard site and 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 project. The decision whether the project will be conducted or continued will be made by Ohio Lumex in consultation with Customer. For projects involving permanent installation of instruments, 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 personnel arriving onsite.

 

18. Labor Hours & Rate: Unless indicated otherwise on the Quotation, the daily labor rate covers up to 8 hours worked daily Monday through Friday. An overtime rate of 1.5 times the equivalent hourly rate shall be paid for all hours in excess 8 worked daily Monday through Friday, and all hours worked Saturday or Sunday.

 

19. Project Delays: Customer is 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 operational status of the project site, inclement weather, and incomplete site preparation. Delay costs include all labor charges, equipment charges, living costs, and all other direct expenses incurred by Ohio Lumex on behalf of the Customer.

 

20. Scheduling: Customers are recommended to schedule projects as soon as possible, but no less than 14 calendar days in advance to allow for allocation of resources and preparation of equipment & supplies. If a project start date is requested with less than 14 calendar days’ notice, an expedite fee in the amount of 100% of the project Onsite Field Services labor costs (travel + work days) will be applied.

 

21. Postponement and Cancellation: In case of postponement or cancelation of a project by Customer, Customer is responsible for payment of all costs incurred by Ohio Lumex in preparation for the project including planning, equipment preparation, packaging, shipping, and travel expenses. In addition, Customer will be charged postponement/cancellation fees as follows:
    1. More than 14 calendar days prior to scheduled start of project: no fee
    2. Between 7 and 14 calendar days prior to scheduled start of project: 25% of project Onsite Field Services labor costs (travel + work days)
    3. Less than 7 calendar days prior to scheduled start of project: 50% of project Onsite Field Services labor costs (travel + work days)
    4. After project has started: 50% percent of the balance of the contract amount

 

22. Limitation of Liability: Ohio Lumex is not responsible for an unsuccessful project due to failure, malfunction, or improper operation of the Customer’s process and/or equipment to be tested or used. It is the Customer’s responsibility to have the process and/or equipment operating in a representative manner. Ohio Lumex may recommend adjustments to the operations, but 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 Purchase 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 Purchase Orders and/or other documents.

 

Ohio Lumex Equipment Lease/Rental

23. General: The lease or rental of Ohio Lumex equipment (“Rental Equipment”) is subject to all applicable T&C sections and further terms as follows in this secttion. Customer shall not sublease or transfer the Rental Equipment to a third party.

 

24. Rental Period: The Rental Period starts on the day the Rental Equipment is shipped to the Customer and ends on the day it is received back at the Ohio Lumex facility (“Rental Period”.) The desired Rental Period shall be indicated on the Customer’s Purchase Order. In case changes are needed either prior to or during the Rental Period, Customer must obtain prior authorization from Ohio Lumex, which will be granted at the sole discretion of Ohio Lumex.

 

25. Condition of Rental Equipment: Ohio Lumex shall provide Rental Equipment in operable condition and free from defects that would prevent its intended use. Customer shall inspect the Rental Equipment and report any damages to Ohio Lumex immediately upon receipt. Customer agrees that the equipment is in good and operable condition, unless notifying Ohio Lumex otherwise within 24 hours of delivery.

 

26. Use of Rental Equipment: Customer shall have the limited right to use the Rental Equipment as follows:
    1. Customer shall opearate the Rental Equipment only in the manner consistent with Ohio Lumex’s installation, operation, and maintenance instructions. If needed, customer is responsible for purchasing any parts and consumables necessarry to operate the Rental Equipment for the duration of the Rental Period.
    2. Customer shall maintain the Rental Equipment in good condition and working order at all times and protect it from exposure to conditions that may damage it.
    3. Customer shall only allow the Rental Equipment to be operated by competent and qualified personnel.
    4. Customer shall not tamper with the Rental Equipment nor inhibit visibility of any identifying marks, including but not limited to nameplates, logos, or serial numbers.
    5. Customer shall take precautions to avoid contamination of the Rental Equipment. In the event of contamination, Customer will be responsible for all costs associated with decontamination.
    6. Customer shall immediately notify Ohio Lumex should the equipment malfunction or be deemed inoperable. In such a case, Ohio Lumex shall work, with Customer’s cooperation, to make the equipment operable or provide replacement equipment.
    7. Customer shall be responsible for any damage to the Rental Equipment caused by Customer’s failure to abide by these terms.
    8. Customer shall not reverse engineer the Rental Equipment or allow others to do so.

 

27. Return of Rental Equipment: Customer shall properly prepare and package the Rental Equipment for safe return shipment to Ohio Lumex in such a way as to avoid damage during shipment. If Rental Equipment is not received by Ohio Lumex within 14 calendar days of the expected end of the Rental Period, Customer shall be responsible for paying the full list price of the Rental Equipment within 30 days.

 

28. Loss, Theft, or Damage: In the event of loss, theft, or damage to the Rental Equipment in whole or in part, Customer shall promptly so notify Ohio Lumex and, at Ohio Lumex’s option shall:
    1. Place Rental Equipment in good condition and working order.
    2. Return the damaged Rental Equipment to Ohio Lumex and compensate Ohio Lumex, at Ohio Lumex’s standard service rates, for repairing the Rental Equipment.
    3. Replace such Rental Equipment with like equipment in good working condition and working order and furnish Ohio Lumex with necessary documents to vest good and marketable title thereto in Ohio Lumex.
    4. If Ohio Lumex determines that Rental Equipment is beyond repair, pay to Ohio Lumex, within 30 days of such notification, an amount equal to the fair market value of the Equipment.

 

29. Insurance: Customer shall maintain suffcient insurance policies as would be customary for the nature of its business and shall include Ohio Lumex as additional insured. Minimum coverages must be as follows:
    1. Commercial general liability: $1,000,000
    2. Equipment rented from others: $200,000