immediately available
funds to a bank account designated by THERMO in such invoice, or otherwise
designated by THERMO in writing. Distributor shall not take any credits or
offsets against amounts billed Distributor by THERMO without THERMO's prior
written consent.
3.6 Shipping; Risk of Loss.
3.6.1 All Product delivered by THERMO pursuant to this Agreement shall be
suitably packed for surface or air shipment, in Distributor's sole discretion,
in a bulk shipping carton per the Customer Requirements (Exhibit I), marked for
shipment to such location or locations as Distributor may designate, and
delivered to Distributor or its carrier, FCA, THERMO's Point of Shipment.
Risk
of loss of Product shall pass to Distributor upon delivery to the carrier at the
FCA point of shipment.
3.6.2 THERMO shall ship all Product in accordance with Distributor's delivery
instructions specified in Distributor's purchase orders; provided, however, that
if Distributor does not provide delivery instructions with respect to the
carrier to be used, THERMO may use its customary carrier.
Partial shipments are
allowed.
All freight, insurance and other shipping expenses, as well as any
special packing expenses, shall be paid by Distributor.
Distributor shall also
bear all applicable taxes and duties that may be assessed against the Product
after delivery to the carrier FCA, THERMO's Point of Shipment.
3.6.3 THERMO shall use its good faith efforts to ship the Products within a
reasonable amount of time after receipt and acceptance of Distributor's purchase
order for the Product, consistent with THERMO's shipping procedures in place
from time to time.
All shipments of Product shall be deemed to conform to the
relevant purchase order unless THERMO receives from Distributor, no later than
fifteen (15) days after the receiving date of a given shipment, written notice
specifying the shipment, the purchase order number and the exact nature of the
discrepancy between the shipment and the order.
4.
WARRANTIES; REMEDIES FOR NON-CONFORMING PRODUCT.
4.1 Product Warranty. THERMO's product warranty is attached hereto as Exhibit C.
4.2 Customer Warranties.
Distributor shall pass on to their Customers the
Product warranties set forth in Section 4.1.Distributor may offer further
incremental warranty provisions and benefits at its discretion and sole expense.
4.3 Return Materials Procedure.
There are no rights of return for
cash.
Product returns are allowed under THERMO's warranty program. All Product
returns must be approved by THERMO and assigned a Return Material Authorization
("RMA") number. To obtain an RMA number prior to return, the Distributor shall
notify THERMO of the description of the Product, quantity, reason for return,
serial number of device and date of purchase of Product to be returned. All
Product returns from Distributor shall be sent directly to THERMO, insured by
Distributor. The RMA number shall be prominently displayed on the outside of the
shipping box and the Products shall be packaged to protect them from shipping
damage.
Repair for costs of damage due to improper packaging will be the
responsibility of the Distributor.
5.
ADDITIONAL OBLIGATIONS OF DISTRIBUTOR.
5.1 Compliance with Laws.
Distributor shall comply in all material