General Terms and Conditions

Updated January 3, 2019

Stirling Ultracold, Division of Global Cooling, Inc.

Pricing. Prices and terms are valid 30 days from the date of this Quotation unless otherwise specified in writing. Prices and terms are valid for the final destination as described in this Quotation.

Title and Risk. All title to the Product(s) listed in this Quotation and the related risk of loss and damage passes to the Buyer upon the transfer of the Product(s) to the first carrier (FOB Factory or Ex Works) unless otherwise specified in writing in the Quotation.

Payment Terms. Payment terms are specified in writing in our Quotation, subject to credit approval. GLOBAL COOLING, INC. may require Buyer to provide a signed credit application prior to establishing payment terms. In some circumstances, partial or upfront payment in advance of purchase may be required by GLOBAL COOLING, INC. Please see invoice document for payment remittance information.

Collections. Buyer may be required to pay interest on any past due amounts at the rate of one-and-a-half (1.5%) percent per month or as allowable by applicable law, whichever is greater. GLOBAL COOLING, INC. reserves and retains a security interest in the Product(s) shipped to Buyer, until all amounts due have been paid in full. In the event of non-payment, placement with a collections agency, or other action necessary to collect on a past due balance, the Buyer agrees to reimburse collection costs, legal fees, and court cost incurred by GLOBAL COOLING, INC. in connection therewith.

Taxes. Prices do not include applicable sales taxes. The amount of any such tax which GLOBAL COOLING, INC. may be required to pay or collect will be added to the invoice and paid by the Buyer, unless the Buyer has furnished a valid tax exemption certificate acceptable to the taxing jurisdiction prior to shipment. If an exemption certificate provided to GLOBAL COOLING, INC. by Buyer is subsequently, through no fault of GLOBAL COOLING, INC., determined to be invalid, GLOBAL COOLING, INC. will attempt to acquire an exemption certificate from Buyer. Failure to furnish a valid exemption certificate, notarized affidavit or other necessary documentation in a timely manner, the previously unpaid sales, use or similar excise tax will be billed to and paid by the Buyer.

Product Returns. Product(s) returned for convenience (not for product or part failure or warranty issues) are subject to a 20% restocking fee ($100 minimum). Buyer must contact GLOBAL COOLING, INC. for a Return Merchandise Authorization Number (RMA#) within 30 days of shipment from GLOBAL COOLING, INC. to be eligible for return credit. Customers must ship the returned item(s) within 10 days of receiving an RMA#. Returned items must be in new and unused condition, packed in the original packaging and container, and include all manuals, peripherals and accessories.

Warranties. The Product(s) listed in this quotation is/are warranted to be free from defects in workmanship and materials for a limited time period, provided that the Product(s) has/have been maintained and operated in strict conformity with the Operating Instructions. See our Warranty for more details.

DISCLAIMERS. THE EXPRESS WARRANTIES IN THIS LIMITED WARRANTY STATEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING PRODUCTS PURCHASED FROM GLOBAL COOLING, INC. GLOBAL COOLING, INC. EXPRESSLY DISCLAIMS ALL SUCH OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, GLOBAL COOLING, INC. DOES NOT WARRANT THAT THE OPERATION OF ANY SOFTWARE OR INSTRUMENTS COMPRISING THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability. In no event shall GLOBAL COOLING, INC. be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profits, or loss of use arising from or related to any of the products or services from GLOBAL COOLING, INC. In no event shall any liability of GLOBAL COOLING, INC. arising in connection with any article sold hereunder (whether such liability arises from a claim based on contract, warranty, tort, indemnity, or otherwise) exceed the actual amount paid by BUYER to GLOBAL COOLING, INC. for such article. The remedies provided herein are BUYER’S sole and exclusive remedies, and GLOBAL COOLING, INC. shall not be liable for any other claim or damages of any kind related to the products or services.

Intellectual Property. The sale of Product(s) to Buyer will in no way transfer to Buyer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings or other intellectual property incorporated into the equipment.

Indemnification. Buyer agrees to indemnity, defend and hold harmless GLOBAL COOLING, INC. and its directors, officers, employees, agents, successors and assigns (separately and collectively, the “Indemnitee”) from and against any and all third-party liabilities; claims; demands; losses; damages; costs and expenses (including reasonable attorneys’ fees) which may be assessed against or incurred by Indemnitee relating to or arising out of (a) any negligence, grossly negligent or intentional misconduct or omission of Buyer or its directors, officers, employees, agents, successors and assigns in connection with the provision or use of Product(s), except to the extent cause by the negligent, grossly negligent or intentional misconduct or omission of Indemnitee; or (b) any material breach of this Quotation.

Assignment. The Buyer may not assign or delegate any of its rights or obligations under any Quotation without the prior written consent of GLOBAL COOLING, INC. Any attempted assignment or delegation in violation of this paragraph shall be null and void.

Binding Agreement. This Quotation shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Miscellaneous. The rights and obligations of the parties and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Ohio, and the federal laws of the United States applicable therein, excluding their conflicts of law principles. In the event that any of the provisions of this quotation shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions of this quotation shall remain in full force and effect, provided that in such event the parties agree to negotiate in good faith substitute enforceable provisions which most nearly effect the parties intent in agreeing to be bound by this quotation.