ABOUT US:

TERMS AND CONDITIONS

LANCE INSTRUMENTS TERMS AND CONDITIONS:

These terms and conditions govern the sale of Products and the provision of Services by Lance Instruments Inc., as well as by third party vendors and/or service providers. These terms and conditions may only be waived or modified in a written agreement signed by both an authorized representative of Lance Instruments Inc. and the Purchaser.

TERMINOLOGY:

For the purposes of this document, 'Purchaser' or 'Buyer' refers to the Company making the purchase of products or services. The 'Seller' refers to Lance Instruments Inc.

ORDERS:

Lance Instruments will use its best reasonable efforts to provide Products which meet both the technical and delivery requirements of its customers.

PRICES:

All prices quoted to US customers are in US Dollars; all other prices are quoted in Canadian dollars unless otherwise indicated on the quotation form. Unless otherwise indicated in the quotation, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including but not limited to federal, provincial, state, excise, value-added Goods and Services taxes, and any other taxes. The Buyer agrees to pay these taxes unless the Buyer has provided the Seller with an exemption resale certificate, in the appropriate form for the jurisdiction of the Buyer's place of business , or any jurisdiction to which the Products are to be directly shipped.

PAYMENT:

Upon approval of credit, standard terms of payment are net thirty (30) days from the date of invoice unless otherwise specified by the Seller. The Buyer agrees to pay such invoice without the benefit of setoff or deduction. In any action to collect past due accounts, the Buyer shall be liable for any costs of collection, including reasonable legal fees and court costs.

DELIVERY AND TITLE:

All deliveries will be made FOB place of origin. Selection of the carrier shall be made by the Seller, unless specified by the Buyer. The Buyer acknowledges that delivery dates provided by the Seller are estimates only, and the Seller shall not be liable for delays in delivery beyond the reasonable control of the Seller.

ACCEPTANCE/RETURNS:

Shipments will be deemed to have been accepted by the Buyer upon delivery of said shipments to the Buyer, unless rejected upon receipt. Any discrepancy in shipment quantity must be reported within five (5) working days of the receipt of product.

The return of any Product shall be subject to the written consent of the Seller, or Return Authorization Approval ID. Any returned products must be in the original packaging, and packaged to prevent damage in shipping as effective as the original shipment.

LIMITED WARRANTY AND LIMITATIONS OF LIABILITY:

The Seller shall have no liability towards the Buyer beyond the express terms of the manufacturer's warranty as specified in the Product operating manual. The Seller's exclusive liability shall be limited to the repair or replacement of goods sold, and at the Seller's election, a refund of the purchase price of the goods. The Seller shall not be liable for any direct, indirect, special, incidental, or consequential damages beyond the repair or replacement of the Products sold.

INTELLECTUAL PROPERTY:

If any Product includes software or other intellectual property, such software or other intellectual property is provided by the Seller subject to the copyright and user license, if any, for such Products, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

EXPORT CONTROL/USE OF PRODUCTS:

The Buyer certifies that it will be the recipient of Products to be delivered by the Seller. The Buyer acknowledges that the Products may be subject to the export and/or import control laws and regulations of various countries. The Buyer agrees to comply strictly with all necessary export laws and assume sole responsibility for obtaining any required licenses to export or re-export as may be required, and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited.

Products sold by the Seller are not designed, intended, or authorized for use in any application in which the failure of such Products could be expected to result in personal injury, loss of life, or property damage. If the Buyer uses or sells the Products for use in any such application (1) The Buyer acknowledges that such use or sale is at the Buyer's sole risk; (2) The Buyer agrees that the Seller of the Products are not liable , in whole or in part, for any claim or damage arising from such use; and (3) The Buyer agrees to indemnify, defend and hold the Seller of the products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

LIMITATION PERIOD:

Subject to any of the limitations expressed in the applicable product warranty, no action by the Purchaser may be brought at any time, for any reason against the Seller more than twelve (12) months after the facts occurred upon which the case of actions arose.

DISPUTE RESOLUTION:

The validity, interpretation and performance of this agreement for all products and services delivered by the Seller, shall be governed by, and construed in accordance with the laws of the province of Ontario. Both parties agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement , or to any claimed breach, shall be commenced in a court within the judicial district of Windsor Ontario, and both parties expressly acknowledge that personal jurisdiction and venue shall lie exclusively in Windsor Ontario.

FORCE MAJEURE:

The Seller shall not be liable for its inability to secure sufficient quantities of any Product, or failure to deliver due to causes beyond the Seller's reasonable control, including but not limited to acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of parts, omissions of other parties, or acts of government, civil or military authority.