Terms and Conditions

1. Orders:

Minimum order sizes may apply and orders may be paid for with a MasterCard, Visa, or American Express credit card.

2. Limited Warranties and Disclaimers:

Minco warrants products against defects in materials or faulty workmanship for three years from the date of shipment for sensor and instrument products and one year from the date of shipment for pressure sensors, heaters and all other products. Products returned within the warranty period, which Minco determines to be faulty by reason of defective materials or faulty workmanship, will be replaced or repaired at Minco’s discretion, free of charge. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE PURCHASER. Returned items that show evidence of mishandling or misapplication may be returned by Minco at the Purchaser’s expense. Minco shall not be liable for damage to or loss of goods furnished by the Purchaser. MINCO IS NOT TO BE HELD LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY ITS PRODUCTS, INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, INCOME, PROFIT OR GOODWILL; LOSSES SUSTAINED AS A RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSONS; AND/OR DAMAGES TO PROPERTY, OTHER THAN THE PRODUCT. IN NO CASE SHALL MINCO’S LIABILITY EXCEED THE PRICE PAID FOR THE PRODUCT. When products are supplied, at the Purchaser’s request, on a “best effort” basis for use under conditions that exceed design specifications, the products are shipped “as-is”, with no warranty, stated or implied. Minco’s products are not designed, authorized, or warranted to be suitable for use in life-support devices or systems or other critical applications that involve potential risks of death, personal injury, or severe property or environmental damage. Inclusion of Minco’s products in such applications is understood to be fully at the Purchaser’s risk. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER EXPRESSED WARRANTY OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE PART OF MINCO, ITS EMPLOYEES OR AGENTS.

3. Technical Assistance, Samples, Demonstrations:

Any technical advice, recommendations, samples, lab test, and/or demonstrations provided by Minco (or its representatives) concerning the use, application or compatibility of any products or materials are provided by Minco solely for the purpose of assisting the Purchaser to evaluate, at its own risk, the suitability of Minco products for the Purchaser’s intended use. Minco recommends that the Purchaser make its own tests to determine such suitability. No such advice, recommendations, samples, lab tests and/or demonstrations PROVIDED BY MINCO shall be construed as an express or implied warranty.

4. Delivery, Risk of Loss, Delays:

Deliveries of product will be EXW (Ex Works as defined by Incoterms 2000). Risk of loss will pass to Purchaser at the EXW point. Minco may indicate scheduled shipment or service dates for certain items of Purchaser’s order. Such dates are estimates only and may be subject to change by Minco without liability. MINCO SHALL HAVE NO LIABILITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO FAILURE FOR ANY REASON TO MEET SCHEDULED SHIPMENT DATES. Minco shall not be liable for any damage to or loss of product following delivery to the EXW point, including any damage or loss in transit.

5. Inspection, Acceptance, Returns:

Purchaser will thoroughly inspect each shipment of products promptly upon receipt. All products will be deemed to have been accepted ten (10) days after receipt, except for products for which Purchaser makes a written claim of non-conformance within such time. All products made the subject of such a claim will be deemed to have been accepted ten (10) days after receipt by Purchaser of conforming goods. No products may be returned to Minco except by prior authorization by Minco. All such returns will be subject to Minco’s then- current returned goods policies and procedures. See Return Policy.

6. Entire Agreement:

These Terms and Conditions constitute the entire agreement between the Purchaser and Minco. In the case of conflict, terms and conditions contained herein will supersede and control any contrary terms. Any purchase order, written confirmation, or other reasonable expression of acceptance by Purchaser will form an acceptance, which is expressly limited to the terms and conditions of this acknowledgment or invoice. Any different, additional, or inconsistent terms or conditions of Purchaser’s purchase order or other documents will constitute a material alteration of Minco’s offer, and unless specifically accepted in writing by an authorized representative of Minco, are objected to and will not be binding on or effective against Minco.

7. Force Majeure:

Minco shall not be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire and natural disaster), any civil or military action, or any other cause or event not reasonably within Minco’s control.

8. Governing Law:

This Agreement will be construed and governed by the laws of the State of Minnesota.