Page | 1 of 4 Effective as of 1/2008
TERMS AND CONDITIONS OF SALES AND SERVICES
1. ENTIRE AGREEMENT
The terms and conditions set forth herein below constitute the entire agreement between Quantex
Laboratories, Inc., hereinafter "Quantex", and "Client" ( meaning the individual, partnership, corporation,
firm, association, or other person or entity listed or designated as the "Client" on Quantex's Sales and/or
Price Quotation forms(s), Request For Analysis document, Work Authorization document, Credit
Application or any other form or document submitted to Quantex), each individually referred to as “Party or
collectively as “Parties”. Any and all transactions and business conducted by and between Quantex and
the Client shall be governed by and subject to these Terms and Conditions, and there are no promises,
representations, understandings, or warranties of any kind except as expressly set forth herein.
2. CONFLICT OF TERMS
Not withstanding any provisions herein to the contrary, no terms or conditions in Client's purchase order,
acknowledgment form, confirmation, or any other documents issued by Client or on behalf of Client which
conflict with or in any way differ from the condition and terms set forth herein, or which increase Quantex's
obligations hereunder, shall be binding on Quantex. Any conflicting terms contained in any order or
acceptance submitted by Client shall be null and void.
Submitting to Quantex by the Client of Client's purchase order, Client's sample(s), Quantex's Analysis
Request Form document completed and/or executed by the Client, Quantex's Work Authorization form
document completed and/or executed by the Client, Quantex's Credit Application, completed and/or
executed by the Client, for Client to obtain open account with Quantex, or receipt by Client of Quantex's
analytical report, services, or invoiced items, whichever first occurs, shall constitute Client's agreement
and assent to the terms and conditions set forth herein, whether additional to or different from those
contained in Client's purchase order or any other form or document heretofore or hereafter supplied by the
Client to Quantex. By executing acceptance of Quantex’s Proposal, Client agrees that in all instances
Quantex’s Terms and Conditions shall prevail irrespective of any terms and conditions contained in any
order, acceptance or other writings submitted by client.
Quotations are only valid in writing and for 30 days from the date of the quotation unless otherwise
notified. All quotations by Quantex are subject to change or withdrawal without prior notice to Client
unless otherwise specifically stated in the quotation. Quotations are made subject to approval by Quantex
of Client's credit. Quantex shall have no obligation to sell or deliver Products or Services covered by
Quantex's quotation unless and until Quantex issues an Order Acknowledgement form (sale and delivery
will be subject to the terms of such form and this quotation) or begins providing Services (sale and delivery
will be subject to this quotation).
Prices are in U.S. Dollars and are subject to change without notice. If a raw material, component or
service provider raises its prices, or imposes a surcharge on Quantex, Quantex reserves the right to
increase prices and/or surcharge Client and Client agrees to accept such price increase or surcharge until
the term of such price increase or surcharge or until termination of the contract to which these terms and
conditions apply is reached. Time of payment is of the essence. All orders are accepted subject to
Quantex's price in effect at time of shipment or delivery of services.
a. Client acknowledges that Quantex performs analysis and testing services only as specified in
writing by Client. Quantex does not design, warrant, supervise or monitor compliance of products or
services except as specifically agreed to in writing prior to testing and analysis. Client
acknowledges that, by their very nature, analysis, testing and other Quantex services are limited in
scope and subject to expected measurement variability.
b. Samples and portions thereof not destroyed in testing remain the property of the Client, and are
retained a maximum of thirty days, and thereafter may be disposed of or returned to Client, at