Terms&Conditions

Terms and Conditions of Sale

INTRODUCTION.
1. These general terms and conditions of sale (“Agreement”) apply to all sales of goods by us, notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary, or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
2. By placing an order on the Sagent website, submitting a purchase order, or placing an order over the phone or via email, you agree to be bound by and accept these terms and conditions ("Agreement").
3. Sagent reserves the right to alter these terms and conditions of the Agreement at any time, without prior notice to you.

PRODUCTS.

As used in these terms and conditions, the term "Products" collectively refers to all equipment, accessories, parts, services, software, consumables, and supplies ordered from Sagent, including refurbished Products, “New Surplus” Products (unused Products that have been previously sold but are in their original box), and de-installed (“De-Installed”) Products.

ORDERS AND PRICING
1. All Purchase Orders (“PO”) issued by you shall specify, as a minimum, the type and quantity of goods requested, applicable unit prices, delivery place, and requested delivery dates.
2. No purchase order shall be binding on us unless and until it is confirmed in writing by us.
3. You may not cancel or reschedule an order without Sagent’s consent, which consent may be given or withheld by Sagent in its sole discretion.
4. Prices are in U.S. Dollars and are exclusive of taxes, shipping, and insurance.
5. Sagent’s quotations are for budgetary purposes only.
6. Actual sales prices and availability may differ from those quoted by Sagent.
7. Availability of Products on hand is subject to change before shipping.
8. You warrant and represent that this agreement supersedes the terms of any PO or other purchase documentation from you and
  1. Your PO’s terms shall be null and void; and
  2. will not alter the Purchase Terms in any respect.

TAXES.
1. You are responsible for any state and local sales, use, excise, privilege, import, and other taxes and duties associated with the order unless you provide Sagent with a valid and correct tax exemption certificate applicable to your purchase and the ship-to location
2. You are responsible for all taxes, duties, or assessments, including but not limited to any personal property taxes or similar taxes or assessments against the Products or on account of materials segregated for you and being held by Sagent at your request.
3. In the event Sagent is required to pay any tax or duties that are your obligation under this Agreement, you shall immediately reimburse Sagent for such payment plus interest on such amount at the rate of 1.5% per month from the date paid by Sagent.
4. Sagent shall be under no obligation to contest the validity of any taxes, duties, or assessments or to prosecute any claims for refunds or returns.

PACKAGING; SHIPPING AND DELIVERY; TITLE; RISK OF LOSS.
1. Unless otherwise specified, prices include packaging and crating.
2. Packaging will be performed in accordance with Sagent’s standard commercial practices for domestic shipments.
3. Shipping and handling charges are in addition to the Product prices unless otherwise stated at the time of sale.
4. Unless otherwise agreed in writing, all shipments shall be FOB Origin Sagent’s warehouse(s), and the Product title shall pass to you upon delivery to the carrier at such point.
5. Sagent may ship Products to your place of business by the means Sagent selects if you do not provide adequate shipping instructions at least five (5) days prior to the shipment date.
6. You accept all risk of loss or damage thereto, upon delivery of Products by Sagent to a carrier, shipper, forwarding agent, transporter, or Government mailbox or post office, whether selected by you or Sagent.
7. In no event shall Sagent be responsible for any Products after delivery to such shipping location. You are responsible for insuring all shipments against loss, damage, or destruction unless otherwise agreed to in writing by Sagent.
8. Products are customer-installable unless installation is expressly included in the Product description or added as a separate item on an order.

PAYMENT AND CREDIT.
1. Payment is required before shipping.
2. Sagent may, in its sole discretion, extend credit terms to you if you
  1. Establish a consistent business payment history, and
  2. Have an approved and current credit application on file with Sagent.
3. Credit may include, but is not limited to, cash on demand (“COD”), company check, or negotiated terms.
4. You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms.
5. PAST DUE invoices are subject to being placed on prepayment terms.
6. Outstanding balances not received within the agreed payment terms shall also be subject to a finance charge of 1.5% per month (but no greater than the maximum rate allowed by law) of the outstanding balance.
7. You hereby agree to grant a Purchase Money Security Interest (“PMSI”) in all Products sold to you until Sagent has received full payment. You shall take all necessary steps to enable Sagent to perfect the said PMSI, including filing all required liens and other necessary documents as required by law.
8. In addition to any other remedies herein or by law provided, Sagent may require cash payment or satisfactorily security from you before shipment, or Sagent may, at its option, defer further shipments to you until you reestablish satisfactory credit, cancel the unshipped portions of the order without any liability for failure to ship, or make shipments to you on a prepayment or COD basis. Payments made by trade acceptances, notes, securities, postdated checks, etc., are unacceptable unless first approved in writing by Sagent.
9. Sagent reserves the right at any time to alter or suspend credit, or to change credit terms provided herein, when in its sole opinion your financial condition so warrants.

CANCELLATION.
1. Orders placed under this Agreement may only be cancelled if Sagent agrees to accept such cancellation in writing, and the effective date of such cancellation shall be the date of such acceptance.
2. Upon acceptance of cancellation, Sagent shall commence efforts to terminate the purchase commitments relating to the order.
3. By requesting a cancellation, you agree to be liable for the costs of terminating such obligations, as well as for any lost profits of Sagent. You shall pay any such cancellation charges upon receipt of a statement of the same.
4. Cancellation charges shall not exceed the purchase price of the cancelled order.
5. Sagent reserves the right not to accept cancellation requests and to charge additional cancellation fees.

WARRANTIES.
1. Equipment Warranty:
  1. Sagent warrants that all New Surplus and De-Installed Products, when stored, installed, and used under normal conditions, will function to the original manufacturer's written specifications for
    1. End Users: a period of twelve (12) months from the date of purchase, and for
    2. Resellers: a period of ninety (90) days.
  2. Sagent’s warranty does not cover misuse and/or damage due to improper installation and/or operation of the Products.
  3. New or Refurbished Products: Sagent provides no warranty for new or refurbished Products other than such warranty that may be provided directly by the Original Equipment Manufacturer or the refurbisher.
2. Repair Services Warranty: Sagent warrants that the components used to repair or replace a Product will be free from substantial defects in material and workmanship under regular use, provided proper installation and maintenance are performed during the warranty period referenced in paragraph 8.1.
3. Warranty Remedies:
  1. If, within the applicable warranty period, you discover that warrantied Products are not functioning in accordance with the manufacturer’s specifications, or if any Products are damaged on arrival (“DOA”), you must contact your Sagent sales representative and request a Return Materials Authorization (“RMA”). Once an RMA is issued, Sagent will do one of the following at its sole option:
    1. Repair the Products,
    2. Replace the Products, or
    3. Issue a refund or credit memo.
  2. For an RMA to be honored for a DOA Product, the Product must be returned to Sagent in the same condition and packaging in which you received it.
  3. Sagent affixes its own specific tamper-proof reference label to each Product sold for warranty administration. Should you remove or tamper with Sagent’s label, the RMA will not be honored.
4. All costs of shipping, insurance, and risk of loss arising in connection with performance of this warranty shall be borne by you.
5. To the extent allowed by local law, the remedies provided in this Limited Warranty Statement are your sole and exclusive remedies.
6. The remedies available under this warranty are limited to repair, replacement, or refund, and in no event shall either party be liable for any incidental or consequential damages.
7. TO THE EXTENT ALLOWED BY LOCAL LAW, EXCEPT FOR THE OBLIGATIONS SPECIFICALLY SET FORTH IN THIS WARRANTY STATEMENT, IN NO EVENT SHALL SAGENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. The limitations set forth herein shall not be affected by the failure of the repair and replacement remedy provided hereinabove.
9. In no event shall you, your successors, assigns, customers, or users of the Products commence any action against Sagent arising out of the sale, delivery, or use of the Products, and regardless of the form of the action (whether in contract or tort), later than one (1) year after the cause of action has accrued.
10. Any assertion by you of any rights under this warranty provision must be in writing and specify with particularity the alleged defects in the Products.
11. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AND SETS FORTH YOUR EXCLUSIVE REMEDY IN CONNECTION WITH SUCH WARRANTIES. IN NO EVENT SHALL SAGENT BE LIABLE FOR COLLATERAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA, OR LOSS OF USE, ARISING OUT OF, OR CONNECTED IN ANY WAY WITH, THIS AGREEMENT OR ANY PRODUCTS OR SERVICES SOLD PURSUANT HERETO. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.

ACCEPTANCE.
1. You shall inspect all Products immediately upon their delivery to the shipping destination. You shall provide written notice to Sagent at its principal place of business within twenty-four (24) hours of any claim that the Products do not conform to the items listed on the packing slip. Any such notice shall specify with particularity each alleged defect or nonconformity.
2. If you fail to give such timely notice, the Products shall be conclusively deemed to conform to the terms and specifications of this Agreement and shall constitute an irrevocable acceptance of the Product except as indicated in Section 8 (Warranty) above.
3. Any use by you of the Products other than solely for test purposes, or any alteration of the Products by you without Sagent’s prior written consent, shall be conclusive and binding evidence that the Products conform to the terms and specifications of this Agreement.
4. If you accept or are deemed to have accepted the Products as hereinabove provided, you shall not be entitled to later revoke such acceptance.
5. In the event you timely reject the Products in accordance with the terms of this Agreement, you shall hold the Products without charge to Sagent for a reasonable time until Sagent provides you instructions with respect to the rejected Products.
6. If you sell or dispose of the Products, such sale or disposition shall constitute an unequivocal acceptance of the Products, notwithstanding any prior rejection of the Products.

EXCUSABLE DELAYS.
1. Sagent shall not be in default for failure to deliver or delay in delivery arising out of causes beyond its control and without its negligence, including, but not limited to: Acts of God or the public enemy; Acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of materials or suppliers, labor disputes, freight embargoes, delays in transit, and unusually severe weather.
2. If the delay or failure to deliver is caused by a delay or failure of a subcontractor supplier of Sagent, and if such delay or failure arises out of causes beyond the control of Sagent, Sagent shall not be liable in damages nor shall Sagent be in default hereunder, unless the material or services to be furnished by the subcontractor or supplier were obtainable from other sources in sufficient time to permit Sagent to meet the required delivery schedule using reasonable effort.
3. Any of the above excusable delays shall not terminate this Agreement, and Sagent shall deliver the Products as promptly as practical thereafter.
4. The time of the delivery set forth in the Agreement shall be extended, in the event of any change order or request for modification required by you, for such period as is reasonably necessary for Sagent to comply with any such change order or request for modification.
5. In the event of a failure to deliver the Products in a timely manner, you shall not have any right to procure Products from any other source except at your sole expense, provided, however, that after payment to Sagent of the contract price for any completed Products and work in process, according to the terms of this Agreement, you may procure such Products or portions thereof with Sagent’s written approval, and at your expense, the price of which shall not exceed the amount still owing under this Agreement after required payments for such completed Products and work in process that have been subtracted there from.
6. Your acceptance of late-delivered products shall constitute complete and satisfactory performance by Sagent.

TERMINATION FOR CAUSE.

If you fail to comply with any of the provisions of this Agreement, become the subject of a proceeding under state or federal law for relief of debtors, or make an assignment for the benefit of creditors, Sagent shall have the right to hold you in default and, in addition to any other rights it may have, may cancel this Agreement in whole or in part.

TERMINATION FOR CONVENIENCE.
1. Sagent may terminate this Agreement for any reason upon providing thirty (30) days’ written notice to the other party.
2. Termination shall not affect any rights or obligations that have accrued prior to termination, and the provisions regarding confidentiality, limitation of liability, and indemnification shall survive termination.

INDEMNIFICATION.
1. Each party agrees to maintain the confidentiality of the other party’s proprietary and confidential information and shall not disclose such information to any third party or use such information for any purpose other than as necessary to perform its obligations under this Agreement, without the prior written consent of the disclosing party, except as required by law.
2. This obligation shall continue for a period of three (3) years following the termination or expiration of this Agreement.
3. The foregoing obligations shall not apply to information that
  1. is or becomes publicly available through no breach of this Agreement by the receiving party;
  2. is already known to the receiving party at the time of disclosure without restriction on use or disclosure;
  3. is rightfully received from a third party without restriction on use or disclosure; or
  4. is independently developed by the receiving party without use of or reference to the disclosing party’s confidential information.

LIMITATION OF LIABILITY.
1. Notwithstanding any other provision of this Agreement, each party’s maximum aggregate liability to the other under or in connection with this Agreement shall not exceed the total fees paid or payable in the 12 months immediately preceding the event giving rise to the claim.
2. Sagent shall not be liable for any exemplary, indirect or consequential damages (including loss of goodwill, revenues or profits) suffered by you, any customer of yours or any user of the Products resulting from the non-delivery, use or inability to use the Products, integration of the Products with equipment not provided by Sagent and/or from any other cause whatsoever, even if Sagent has been advised of the possibility of such damage.
3. The period of the foregoing liability shall not extend beyond the warranty period under this Agreement.
4. Your remedies and measure of damages as set forth in this Agreement shall be exclusive.

CHOICE OF LAWS AND DISPUTES.
1. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to conflict of law principles, and shall be binding upon the parties hereto in the United States and worldwide. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in the state or federal courts located in the State of Texas, and further waives any claim that any such action, suit, or proceeding brought in such courts has been brought in an inconvenient forum.

CONFORMANCE WITH LAW.

You assume all responsibility for conformance of the Products with laws, rules, regulations, and ordinances of any governmental or quasi-governmental agency applicable to the use or operation of the Products.

MISCELLANEOUS.
1. Sections and Headings. Sections and headings used in this Agreement are for convenience and ease of reference only and shall not affect the construction or interpretation hereof.
2. Attorneys’ Fees and Costs. In any action at law or suit in equity by Contractor enforcing or declaring rights under this Agreement, Contractor shall be entitled to the award of all costs and expenses (including reasonable attorneys’ fees) incurred and paid in such actions.
3. Remedies Cumulative. The rights, powers, and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers, and remedies provided by the applicable law or otherwise.
4. Waiver. No delay or omission by Sagent in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Sagent on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
5. Severability. If any Section of this Agreement or portion thereof is deemed unenforceable in any competent jurisdiction, only that Section or portion thereof shall be ineffective, and the remaining portions of this Agreement shall be enforced to the maximum extent possible and in accordance with the intended purpose of this Agreement as originally executed.
6. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.
7. Amendment. This Agreement may be amended or modified only by a written instrument executed by both you and Sagent.
8. Authority. Each Party represents and warrants that the individual executing this Agreement on its behalf has full authority to enter into this Agreement and to bind such Party to all terms and conditions herein.
9. Entire Agreement. This Agreement shall constitute the entire Agreement between you and Sagent. Acceptance is limited to the terms and conditions of this Agreement, and, unless otherwise provided herein, no purported revisions of, additions to, or deletions from this Agreement shall be effective, whether, in a proposal, invoice, acknowledgment or otherwise, and no local, general or trade custom or usage shall be deemed to affect any variation herein unless expressly agreed to in writing by the Parties.

Terms and Conditions of Sale

Subscribe for Updates