PriMed Instruments Inc. product packaging may contain symbols used to convey safety and/or proper use information to the reader. The list that can be downloaded by clicking on the thumbnail link below provides a glossary showing the standard symbols that may appear on our product packaging and the meaning of that symbol. All symbols have been published in a standard developed by a Standards Development Organization (SDO) or are unique to PriMed Instruments Inc.

SYMBOL GLOSSARY PDF

NOTICE TO BUYER: PriMed Instruments ("Seller"") hereby attests that these goods were produced in accordance with all applicable requirements of The Canadian Human Rights Act and The Canada Labour Standard Regulations, as amended, as well as the rules and directives issued by the Employment and Social Development Canada and Ontario's Ministry of Labour.

1. OFFER AND ACCEPTANCE
• The websites of PriMed Instruments are offers for the sale of goods and the rendering of services in relation to your relevant PriMed Instruments product (the "Offer"). A contract for the acquisition of the requested goods or services on the relevant terms and conditions will be created from an order or request that is correctly entered through the relevant website or any other form of acceptance that we receive from you. The "Terms and Conditions of Sale" published by PriMed Instruments control your product orders. The "Service Terms and Conditions" at PriMed Instruments online control your requests for services, and our regular list rates will be charged, unless you are subject to different contractual rates. When you place your purchase, prices for some items or order components might not be available for technical reasons. These products will automatically be charged our regular prices if you add them to your basket during the checkout process. The relevant fees will be charged during order processing if any of the other components of your transaction-shipping and handling, tax, etc.-are not available at the time the order is submitted.


• With the exception of the terms and conditions to which you have expressly objected, it will be assumed that you have accepted all applicable terms and conditions. Any objection you may have to the applicable terms and conditions must be made in writing, signed by you, dated, and delivered to us either before or at the same time as your order or request. If we do not object to a provision in a message, it does not mean that we are waiving any of the terms and conditions that apply to us or that we accept any such provisions. Regardless of whether such additional terms would materially alter the terms hereof, we hereby reject any terms proposed by you that are different from or additional to the applicable terms and conditions on our websites, unless expressly accepted by us in a separate document signed by both of us. Any usage, custom, or course of dealing that violates the relevant terms and conditions will not be applied.


• Any typographical or clerical errors in prices, specs, or acknowledgments may be corrected at any time by PriMed Instruments.


2. GOODS OR SERVICES THAT CAN BE SOLD
• The only goods or services covered by this transaction will be those listed in the offer. These exclude (A) any setup, installation, and startup costs associated with the Products or Services, (B) any safety equipment used by the Customer's employees or any third parties while handling or working with the products, and (C) any signage, plaques, and instruction pertaining to the appropriate use of the Products.


3. FINANCIAL CONDITION
• Customer will provide Seller with enough information upon Seller's request so Seller can evaluate Customer's creditworthiness. The seller reserves the right to demand full or partial payment in advance.


4. PRICES
1. Prices are subject to change at any time and without notice.


2. The prices are F.O.B. the point of shipment and are expressed in US dollars. The prices do not include any export or import duties, freight or delivery fees, taxes (sales, excise, use, ad valorem, etc.), or any other charges. The Seller may add those costs to the Customer's invoice after prepaying them.


5. SHIPMENT, DELIVERY, AND INSPECTION
1. The seller will decide how and by whom to deliver each product. At the time of delivery to a carrier at the point of shipment, title and risk of loss or damage to the Products pass from Seller to Customer.


2. Any date specified for shipment, delivery, or performance in the offer or any other contract document is merely an estimate and does not imply that shipment, delivery, or performance will occur on that specific date.


3. This agreement does not require time to execute.


6. SECURITY INTEREST, TITLE, AND PAYMENTS
1. All payments must be made at the time of sale, or within 30 days of the seller's invoice date if the purchase is made using a purchase order and customer have receive prior credit approval from seller. All payments must be made in US dollars, with no deductions allowed for back taxes, unpaid balances owed by the customer to the seller, or other items that need to be settled separately from the invoice. Claims for shortages or omissions in shipments will not be barred by payment, but they must be made within 96 hours of the customer receiving the relevant shipment.


2. Interest at the rate of one and one-half (1-1/2%) percent per month may be assessed on the outstanding amount if the customer fails to make payments by the deadline.


7. DELAYS
1. Seller shall not be liable for any loss, damages, or non-performance arising from alteration of specifications, force majeure, including but not limited to strikes, labor unrest, shortages of materials, non-manufacturing conditions, carrier or communication delays or failures, epidemics, fire, flood, storms, accident, riot, acts of terrorism, war and invasion, governmental requisition or priorities, acts of God, or other causes beyond reasonable control of Seller.


2. In such a case, the customer's only and exclusive remedy is for Seller, at its discretion, to cancel the delivery and refund any money paid by the customer, or to extend the delivery date for the duration of the time lost as a result. If there is a substantial delay, the seller agrees to promptly notify the customer and provide the updated delivery date as soon as it is feasible. Under no circumstances shall the seller be held responsible for incidental, consequential, or special damages resulting from a failure to manufacture, deliver, or schedule.


3. Should the shipment be postponed or prolonged by the customer, the customer is responsible for arranging and informing the seller of the location or locations to which the products covered by the order will be shipped for warehousing or storage at the customer's expense. The customer will also bear all liability for any loss or damage to the products or services. Seller may set up warehousing or storage facilities at Customer's expense if Customer is unwilling or unable to do so in a timely manner. By this agreement, Customer undertakes to pay Seller's invoice, which it will send after Products are shipped to the storage location, as well as any and all storage fees that may be incurred.


8. TERMINATION
• After the order has been accepted by the seller, the customer may only cancel or suspend it under conditions that will reimburse the seller for any losses incurred. Customer may cancel by giving Seller written notice of cancellation prior to shipment. Only if products are resalable and buyer covers restocking, shipping, and handling costs as reasonably assessed by seller may customer cancel after shipment.


9. DESIGN OF PRODUCTS
• Seller retains the right, without prior notice to or obligation to the Customer, to make enhancements and modifications to the specifications and design of its products.


10. WARRANTY AND DISCLAIMERS
1. The seller guarantees that the consumable items meet the seller's requirements. If there is an expiration date on the product, that date will apply; otherwise, this warranty will last for ninety days from the date of shipment. Damage arising from accident, casualty, alteration, misuse, or noncompliance with seller's written instructions is not covered by seller's warranties. FULL WARRANTY: The seller explicitly disclaims any warranty of merchantability or fitness for a particular purpose, and makes no other express or implied warranties. All other warranties are hereby expressly excluded. The seller will not be liable for any other damages, whether direct or indirect, including incidental, consequential, or special damages.


2. In the event that the seller's warranties are breached, the customer's only and only recourse is to have the defective product repaired or replaced, or, at the seller's option, receive a refund of the purchase price; provided, however, that the product has not been tampered with or altered by anyone other than the seller, that it has been installed, stored, maintained, and used within the parameters that the seller has specified, and that the customer promptly notifies the seller of the defect and provides sufficient evidence of it, including allowing the seller to inspect the product. If the product needs to be repaired or replaced, the customer must return it to the seller, freight prepaid. Seller-replaced defective parts will become Seller's property. Shipped parts, either repaired or replacement, will reach the customer's FOB point.


3. Seller will provide the Customer with the same warranty protection that Seller obtained from the original manufacturer if the Product sold was not made by Seller.


4. Expenses associated with warranty work or product replacement that are not approved in writing by the seller are not the seller's responsibility.


5. Neither the seller nor the customer shall be liable to the other for any special or consequential damages or for damages for loss of use resulting directly or indirectly from any breach of contract, material or otherwise, or from any negligent acts or omissions of their respective employees or agents. In addition, the seller's liability shall in no circumstances exceed the cost of the defective product or the product subject to delayed delivery. Seller shall not be liable for any damages if, without additional compensation, it provides the Customer with advice or other assistance regarding any product supplied under this agreement or any system or equipment in which any such product may be installed but is not required under this agreement.


11. Software, Copyrights, Trademarks, and Patents
1. Seller guarantees that Products will be delivered free from any legitimate claim of copyright, trademark, or patent infringement in United States and Canada.


2. Seller will defend or may settle any allegation of infringement at its expense if Seller receives prompt written notice of the claim. All costs and damages awarded against Customer for breach of this warranty will be covered by Seller; Customer will need to assist Seller in the defense of any claims, though. Seller will, at its cost and discretion, either remove the Products and return the purchase price (less reasonable depreciation for any period of use) or obtain for the Customer the right to continue using any infringing Products, or replace or modify them so they become non-infringing. The aforementioned details Seller's full responsibility for any patent, trademark, or copyright infringement caused by Products, in whole or in part.


3. The product supplied hereunder may not be used in conjunction with any other item in a combination not provided by Seller as part of this transaction, nor may it be manufactured to the customer's design or any product specified by the customer. Regarding any part, item, or use in such a combination, Seller shall not be liable in any way for patent, trademark, or copyright infringement, and Customer agrees to hold Seller harmless and indemnify Seller from any claims, liabilities, damages, or costs resulting from infringement claims arising therefrom, including reasonable attorney fees.


12. DISCLOSURE INFORMATION
• With the exception of any information that may be otherwise specified in writing and signed by Seller, any ideas, suggestions, or information provided by the Customer to Seller in connection with Seller's performance under this agreement are neither confidential nor secret.


13. ASSIGNMENT
• Without the seller's prior written consent, neither any obligation arising from the manufacturer/purchaser relationship between the seller and the customer nor any rights accruing to the customer under that relationship may be assigned.


14. SEVERABILITY
• Any provision of the seller's terms that is deemed invalid will be severed from the remaining valid provisions and will not impact the validity of any other provisions.


15. NON-WAIVER
• Any failure on the part of Seller to exercise any right arising under the manufacturer/purchaser relationship or under any sales contract entered into with the customer will not be construed as a waiver of that right or as preventing Seller from exercising any other right or privilege.


16. NOTICE
• Any notice that is necessary or anticipated under this agreement must be in writing and sent by registered mail, telefax, or personal delivery. Any notice sent by registered mail will be considered received on the second day after the date of mailing, while notice sent by telefax will be considered received at the time of transmission.


17. ENTIRE AGREEMENT AND AMENDMENTS
• The terms and conditions stated in the Offer (including any specifications or other documents incorporated by reference in the Offer) are the only ones that apply to the purchase and sales of the Seller's Products. Without the seller's written consent, no modification, amendment, waiver, or other change to any of the terms of the seller shall be enforceable against the seller.


18. LIMITATIONS OF ACTIONS
• Any action for breach of contract resulting from the customer's acceptance of the product supplied by Seller or from the Seller accepting the customer's order must be filed within a year of the accrual of the cause of action.


19. GOVERNING LAWS; REMEDIES
1. The laws of the province of Ontario shall govern the rights and obligations of the Seller and the Customer, as well as the interpretation and enforcement of any agreement made between them.


2. If the Customer fails to meet their payment terms for any invoice, or if the Customer's financial or business condition or responsibility becomes impaired or unsatisfactory to the Seller, Seller may suspend performance without liability to the Customer or prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurance of payment is received.


20. DIRECTIVES FOR USE
1. Customer must follow and require its agents and employees to follow all directions, safety notices, warnings, and other instructions provided by Seller, and must use and require its agents and employees to use reasonable care when using the Products.


2. SELLER SHALL HAVE NO OBLIGATION OR LIABILITY FOR ANY FAILURE OF CUSTOMER, CUSTOMER'S EMPLOYEES, AGENTS, OR ANY THIRD PARTY TO OBSERVE THE PROVISIONS OF THIS SECTION, OR FOR ANY INJURY OR DAMAGE CAUSED, IN WHOLE OR IN PART, BY CUSTOMER'S FAILURE TO COMPLY WITH APPLICABLE FEDERAL, STATE/PROVINCE, OR LOCAL SAFETY REQUIREMENTS AND CUSTOMER SHALL INDEMNIFY AND HOLD SELLER HARMLESS FOR ANY CLAIMS, LIABILITIES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH INJURY OR DAMAGE OR CLAIM THEREOF.