Terms of Use

All content and materials available on this website, including but not limited to scanned images, product information, and analytical research, are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws, and all rights therein are reserved by Shimadzu Corporation and its partners and licensors. Except as expressly authorized by SSI, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.
Notwithstanding the above, you may print or download one copy of the materials or content on this website on any single computer for your non-commercial use, provide you keep intact all copyright and other proprietary notices. Systematic retrieval of data or other content from this website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from SSI is prohibited.
All of the information provided related to our products and applications on this web site is listed for the purpose of public reference. However, specific listings may vary, and are also subject to change for reasons of improvement or update without notice.
Limitation of Liability.  In no event shall SSI be liable for any special, punitive, incidental, indirect, or consequential damages including those resulting from lost profits, lost data or business interruption arising out of the use, inability to use or the results of use of this site or any web site links from this site.
Indemnification and Disclaimer.  You agree to indemnify SSI, its officers, directors, employees, agents, affiliates, licensors, suppliers and any third party information providers to this site and hold SSI harmless from any liability, loss, or expense, including reasonable attorneys fees and cost of suit, with respect to any claim asserted by any third party against SSI that arises out of the use of this site.
The materials at and from this site are provided “AS IS” without any expressed or implied warranties or conditions of any kind
Links to Other Web Sites. Links to third party web sites on this site are provided solely for your convenience. If you choose to use these links, you will leave the SSI site and thus you are doing so entirely at your risk. SSI does not endorse or make any representation about them or any information, software or other products or materials found there or any results that may be obtained from using them.
You further understand that SSI cannot and does not guarantee that any files for downloading are free from infection or from viruses that manifest contaminating or destructive properties. It is your responsibility to implement sufficient safeguards to satisfy your particular requirements for input/output data and information integrity.
Please contact Shimadzu if you are interested in using any of the content or materials on this website in a manner prohibited by this notice.
General Terms and Conditions of Sale
Shimadzu Scientific Instruments, Inc.
PRICES
The prices set forth on the face hereof
(i) are Shimadzu Scientific Instruments, Inc.'s (hereinafter called SSI) domestic prices based upon manufacture of the quality and type ordered for shipment and end use within the United States and Canada only, all products shipped for end use outside the United States and Canada shall be subject to SSI's international prices,
(ii) are subject to revision when interruption, engineering changes or changes in quantity or quality are caused or requested by Buyer, and
(iii) unless otherwise specified, does not include warranty service or installation outside the United States and Canada.  Clerical errors by Shimadzu are subject to correction.

SPECIFICATIONS
Weights and dimensions set forth in sales literature are not guaranteed unless previously certified in writing.  SSI may, without affecting the obligations under this sales agreement, make what SSI regards as minor changes to the specifications of the product or products delivered under this sales agreement from those contained in sales literature.

TERMS OF PAYMENT
Subject to the credit approval by SSI, terms of payment on this sales agreement are net thirty (30) days from date of the invoice unless otherwise specifically stated on the face hereof.  Invoices are payable at par on date due at any place of collection designated by SSI in funds bankable at par.  Payment made beyond terms will be subject to simple interest of 1-1/2% per month on the outstanding balance.  All orders are accepted subject to and the obligation of SSI to make deliveries is subject to the right of SSI to require of Buyer payment of all or any part of the purchase price in advance of delivery or to make shipment C.O.D.  If Buyer fails to make advance payment when requested to do so by SSI or if Buyer is or becomes delinquent in the payment of any sum of any kind due SSI (whether or not arising out of this sales agreement) or refuses to accept C.O.D. shipments, then SSI shall have the right, in addition to any other remedy to which it may be entitled in law or in equity, to cancel this sales agreement, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts of goods and services previously delivered to Buyer.  Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly.
"Buyer must notify SSI wthin fifteen (15) days from the invoice date if Buyer has not received products."
SHIPMENTS
(a) The cost of packaging for domestic shipments is included in the quoted price.  For international shipments or where special packaging is specified or necessary, a charge will be made to cover such expense.
(b) For shipments to and from places within the United States, all shipments-unless otherwise agreed in writing--shall be FOB point of shipment and title and risk of loss or damage shall be passed to Buyer at the shipping point.  The cost of transportation and insurance (if requested by Buyer) shall be borne by Buyer.
(c) For shipments from the United States to ports and or places outside the United States all shipments are--unless otherwise agreed in writing--FOB Columbia, MD.  SSI's obligation to affect shipment of the products purchased by Buyer  shall be fully discharged, and beneficial ownership, legal title and all risk of loss or damage shall pass to Buyer when the products are shipped to the named place of destination in the country of importation.  If shipped FOB Destination, upon arrival Buyer shall be entitled to conduct a reasonable investigation of the products purchased by it, but all claims for losses due to loss or damage to products while in transit shall be waived unless made immediately in
writing by Buyer, but not more than (30) thirty days after arrival.  If Buyer shall fail or refuse to accept delivery of any of the products for unverifiable claims for loss or damage to products occurring while in transit, all sums paid on deposit shall be retained by SSI as liquidated damages, provided, however, that SSI may recover in full its actual damage from Buyer in the event that actual damages exceed the amount retained as liquidated damages.
(d) All claims for damage or loss of insured shipments shall be immediately communicated, when possible, to SSI at (410) 381-1227, 7102 Riverwood Drive, Columbia, Maryland  21046-2502, Attn:  Customer Service.  Buyer shall immediately notify delivering carrier of loss or damage to the shipment and SSI will cooperate with Buyer in the adjustment of all claims.  Buyer agrees to permit SSI or SSI's representative to inspect damaged goods.
TERMINATION
Upon any termination or cancellation of this sales agreement by Buyer, either in whole or in part, Buyer agrees to promptly pay appropriate termination or cancellation charges invoiced by SSI.  If appropriate, the termination charge shall be not less than twenty percent (20%) of the total amount of this sales agreement.
RETURNED GOODS
All returns must be pre-authorized by SSI and a Return Goods Authorization (RGA) number must appear on the face of the package.  Returned goods will be subject to a restocking charge.  If appropriate, the restocking charge shall be not less than twenty percent (20%) of the total amount of this sales agreement.
DELIVERY
The scheduled shipping or delivery date shown on the face hereof is our best estimate of the time the order will be shipped and SSI assumes no liability for loss, general damages, or special or consequential damages due to delays.
TAXES
Federal, state and local excise, sales, or use taxes shall be paid by Buyer. Buyer will provide proof of tax exempt status/exempt certification within 30 days of placing the order
PATENTS
SSI shall defend any suit or proceeding brought against the Buyer so far as based upon an assertion that any product furnished under this sales agreement constitutes a direct infringement of any United States patent having a claim of claims covering solely the product itself, if notified promptly in writing and given authority, information and assistance (at SSI's expense) for the defense of same, and SSI shall pay all damages and costs awarded therein against Buyer.  In case said product in such suit is held to constitute infringement and the use of said product in enjoined, SSI shall, at its own option and at its own expense, either (1) procure for Buyer the right to continue using said product, (2) replace the same with a noninfringing product, (3) modify it so it becomes noninfringing, or (4) remove said product and refund the purchase price and transportation costs thereof.  The foregoing obligations of SSI shall not apply to any infringement claim based upon (i) any use of any product sold hereunder in any process or in conjunction with any other product, or (ii) any product manufactured to Buyer's design or any product having a design arising our of compliance with Buyer's specifications.  The foregoing states the entire liability of SSI for patent infringement by said product.  If any suit or proceeding is brought against SSI based on claims that the goods manufactured by SSI in compliance with Buyer's specifications and supplied to Buyer directly infringe any fully issued United States patent, then the patent indemnity obligations herein
stated with respect to SSI shall reciprocally apply with respect to Buyer.
 WARRANTY
Subject to the exceptions and upon the conditions stated below, SSI warrants that the products sold under this sales agreement shall be free from defects in workmanship and materials for one year after shipment of the products to the original Buyer by SSI, and if any such products should prove to be defective within such one year period, SSI  agrees, at its option, either (i) to correct by repair or, at SSI election, by replacement with equivalent product any such defective product, provided that investigation and factory inspection discloses that  such defect  developed under normal and proper use, or (ii) to refund the purchase price.  The exceptions and conditions mentioned above are as follows:
(a) components or accessories manufactured by SSI which by their nature are not intended to and will not function for one year are warranted only to give reasonable service for a reasonable time; what constitutes reasonable time and reasonable service shall be determined solely by SSI.  A complete list of such components and accessories is maintained at the factory;
(b) SSI makes to warranty with respect to components or accessories not manufactured by it, in the event of defect in any such component or accessory SSI will give reasonable assistance to Buyer in obtaining from the respective manufacturer whatever adjustment is authorized by the manufacturer's own warranty;
(c) any product claimed to be defective must, if required by SSI, be returned to the factory, transportation charges prepaid, and will be returned to Buyer with transportation charges collect unless the product is found to be defective, in which case SSI will pay all transportation charges;
(d) if the product is a reagent or the like, it is warranted only to conform to the quantity and content and for the period (but not in excess of one year) stated on the label at the time of delivery;
(e) SSI may from time to time produce a special printed warranty with respect to a certain product, and where applicable, such warranty shall be deemed incorporated herein by reference;
(f) SSI shall be released form all obligations under all warranties, either expressed or implied, if any product covered hereby is repaired or modified by persons other than its own authorized service personnel unless such repair by others is made with the written consent of SSI.
IT IS EXPRESSLY AGREED THAT THE ABOVE WARRANTY SHALL BE IN LIEU OF ALL WARRANTIES OF FITNESS AND OF THE WARRANTY OF MERCHANTABILITY AND THAT SSI SHALL HAVE NO LIABILITY FOR SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR FROM ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, LOSS OF PRODUCTIVITY, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF PLANT, EQUIPMENT OR PRODUCTION, EVEN IF SSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE MANUFACTURE, USE, SALE, HANDLING, REPAIR, MAINTENANCE OR REPLACEMENT OF ANY OF THE PRODUCTS SOLD UNDER THIS SALES AGREEMENT.
If an SSI Special Warranty (covering a designated item or items) is contained in the manual or is otherwise shipped with such designated item or items, the terms and conditions specified therein are incorporated herein by reference and shall supplement this warranty.  In the event of a conflict between the terms and/or conditions specified herein and those specified in such Special Warranty, the terms and/or conditions of the Special Warranty shall control.
Representations and warranties made by any person, including dealers and representatives of SSI, which are inconsistent or in conflict with the terms of this warranty, shall not be binding upon SSI unless reduced to writing and approved by an expressly authorized officer of SSI.
CONTINGENCIES
SSI Shall be entitled to cancel or rescind this sales agreement without liability for loss or damage resulting therefrom if any product covered by this sales agreement is purchased for end use outside the United States or Canada, without prior notice, or if the performance of its obligations under  this sales agreement is in any way adversely affected by the occurrence of any contingency beyond the control either of SSI or SSI's suppliers, including but not limited to war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot, or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof affecting the terms of this sales agreement or otherwise, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or technical or yield failure where SSI has exercised ordinary care in the prevention thereof.
U.S. GOVERNMENT CONTRACTS
If the products to be furnished under this sales agreement are to be used in the performance of a U.S. Government contract or subcontract and a U.S. Government contract number shall appear on Buyer's order, those clauses of the applicable U.S. Government procurement regulation which are mandatorily required by Federal Statute to be included in U.S. Government subcontracts shall be incorporated herein by reference including, without limitation, the Fair Labor Standards Act of 1938, as amended.
FDA REQUIREMENTS
If any product listed on the face of this sales agreement is subject to regulations of FDA as a device, then as to said product only, sale and delivery is contingent upon successful completion and processing of  a 510(k) notice for such product.
APPLICABLE LAW; JURISDICTION VENUE
This sales agreement is made and entered into and shall be governed, enforced and interpreted in accordance with the laws of the State of Maryland, and Customer hereby expressly consents to jurisdiction of the courts of the State of MD on all matters relating hereto.  In the event that either party commences litigation to enforce any provision hereof, said litigation shall be brought in the courts of Howard County, Maryland, and the prevailing party shall be entitled to an award to all costs and reasonable attorney's fees actually incurred.