Terms & Conditions

1. GENERAL: These Standard Terms and Conditions (“Terms”) shall apply to all quotations and offers made, and purchase orders accepted by Separation Technologists. These Terms shall apply to all sales made by Separation Technologists except to the extent that the Terms conflict with a sales agreement signed by Separation Technologists and Buyer. Any changes in the Terms must be specifically agreed to in writing signed by a corporate officer of Separation Technologists, before being binding on either party. In the event these Terms conflict with the Terms set forth in any purchase order or other procurement document issued by Buyer, these Terms shall govern and any and all such varying Terms and conditions are hereby rejected.

2. TERMS OF PAYMENT: Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of invoice, subject to the approval of Separation Technologists’ credit department at the time of shipment. Buyer agrees to pay interest on any past due balance at the rate of one and one half percent per month (18% per annum). In the event Separation Technologists is required to bring legal action to collect delinquent accounts, Buyer agrees to pay Separation Technologists reasonable attorney’s fees and costs of suit. Separation Technologists shall retain a security interest in the products sold until Buyer’s final payment. Separation Technologists reserves the right to require payment in advance, C.O.D., letter of credit and may otherwise modify its credit Terms at its sole discretion, based upon the Buyer’s financial condition. Credit Card payments are subject to a 3% processing fee.

3. TITLE AND RISK OF LOSS: Title to and all risk of loss of all products sold hereunder will pass to Buyer at the point of shipment. All claims for loss or damages must be filed with the carrier. Separation Technologists assumes no liability for delay, breakage or damage after having placed products in good order at the disposal of Buyer or Buyer’s carrier at Separation Technologists' facility.

4. LIMITED WARRANTY: Separation Technologists warrants that products sold hereunder shall be free from defects in materials and workmanship and shall conform to Separation Technologists specifications for a period of one year from the date of shipment of said products. The foregoing warranty does not apply to any products which have been the subject to misuse, neglect, accident or modification. Separation Technologists' sole obligation to Buyer for products failing to meet the aforesaid warranty shall be, at Separation Technologists' option: to (a) replace the non-conforming products, or (b) issue Buyer a credit for the purchase price of the non-conforming products, where (i) Separation Technologists has timely received written notice and reasonable detail of any non-conformity; (ii) after Separation Technologists' written authorization to do so; and (iii) Separation Technologists has determined that the product is non-conforming and that such non-conformity is not the result of misuse, neglect or other causes beyond the control of Separation Technologists. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. PATENT WARRANTY: Separation Technologists warrants that the use alone or sale in its original state of any products delivered hereunder will not infringe upon the claims of any United States patent covering said products. Separation Technologists agrees that it will defend and indemnify Buyer with respect to any suit instituted against Buyer on account of any claimed infringement of a United States patent in the use alone or sale in its original state of any products delivered hereunder, provided Separation Technologists is promptly informed by Buyer of any such claim. Buyer shall provide Separation Technologists with each communication, notice, or other action relating to the alleged infringement and give full authority, information and assistance necessary for Separation Technologists to defend or settle such suit or proceeding. Separation Technologists shall have absolute control of the defense and settlement of any infringement suit or proceeding for which the Buyer seeks indemnification and a defense under this paragraph. Separation Technologists, after notification of such claim and suit for infringement, may at its own option and as an alternative to defending the suit, either procure for Buyer the right to continue using said product or replace said product with a non-infringing product. The foregoing states the entire liability of Separation Technologists for patent infringement of Separation Technologists products.

6. LIMITATION OF LIABILITY: Promptly upon receipt of all products delivered hereunder, Buyer will inspect such products for any damage, defect or shortage. All claims for shortage, non-delivery or for defect that would reasonably be discoverable in the course of such investigation will be waived unless Buyer notifies Separation Technologists within thirty (30) days after the receipt of the products to which the claim related. Separation Technologists shall not be liable for damages due to delays in delivery and shall not be liable for special, consequential or incidental costs or damages of any kind, however caused, whether arising from contract, tort, negligence or otherwise, including, without limitation, damages to persons or property, loss of profits, goodwill, overhead costs or procurement of substitute goods, loss of profits, or any other damages. Except as otherwise expressly provided for in these Terms, Separation Technologists' liability to Buyer shall not exceed the refunding of the purchase price of the products sold hereunder.

7. ADDITIONAL COSTS: The Buyer agrees to pay for any loss or any extra costs incurred by Separation Technologists through the Buyer’s instructions or lack of instructions or through failure or delay by Buyer in taking delivery or through any acts of default on the part of the Buyer.

8. CONTINGENCIES; DELAY; FORCE MAJEURE: Separation Technologists will use commercially reasonable efforts to fill all orders in accordance with the agreed upon schedule and quantity. Separation Technologists reserves the right to make products available in installments and the contract of sale shall be severable as to each such installment. Any delay in delivery or other default with respect to any installment of any one or more products shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. Separation Technologists shall not be responsible for any failure to perform due to acts of God, war, riot, acts of terrorism, embargos, acts of civil or military authorities, fire, flood, earthquake, accident, strike, shortages of transportation facilities, fuel, labor or materials, or for any other cause beyond Separation Technologists' reasonable control. In the event of any delay caused by any such contingency, the date of shipment shall, at Separation Technologists' discretion, be deferred on a day-by-day basis until such event has terminated. Should Separation Technologists' production be curtailed for any of the aforesaid reasons, and Separation Technologists cannot make available the full amount of product purchases hereunder, Separation Technologists may allocate production deliveries, in its sole discretion, to Separation Technologists' various customers then under contract for similar goods. Separation Technologists' allocation will be made in a commercially reasonable manner.

9. REPRESENTATIONS: No statement, description, warranty, condition or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the agents or employees of Separation Technologists shall be construed to enlarge, vary or override in any way thereof any of these Terms.

10. TYPOGRAPHICAL, CLERICAL OR OTHER ERRORS: Any typographical, clerical or other errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Separation Technologists shall be subject to correction without any liability on the part of Separation Technologists.

11. CONTROLLING LAW; VENUE AND JURISDICTION: These Terms shall be governed by and construed under the laws of the State of New Jersey, without regard to principles of conflicts of law. Any and all disputes arising hereunder shall be subject to the exclusive jurisdiction and venue of the Superior Court of New Jersey in Camden County.

12. ATTORNEY’S FEES: The prevailing party in any legal action brought by one party against the other shall be entitled, in addition to any other rights or remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney’s fees.

13. MISCELLANEOUS: Any change, waiver or deviation made by Separation Technologists during the course of doing business with Buyer shall not exclude or diminish, in any way the effectiveness of any portion of these Terms, nor shall it determine or limit the effectiveness of any other agreement between the parties for any other transaction at any time.

If any term or provision set forth in these Terms is determined to be illegal, unenforceable or invalid, in whole or in part, for any reason, such provision shall be stricken, without affecting the legality, enforceability or validity of the remaining Terms.

These Terms and the documents and agreements referred to herein, set forth the entire agreement between the parties with regard to the subject matter hereof and supersede all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth herein, or in the documents and agreements referred to herein.