Terms and Conditions of Sale:

Acceptance and Agreement:
Lazar Technologies, Inc., hereafter is referred to as the “Seller”. Proposals not acted upon within thirty (30) days must be reconfirmed as to price, delivery, terms, and specifications. Prices are firm for shipment within specified in original proposal of the order date if the order is placed within 30 days. For shipments made more than six (6) months from the date of order, pricing will be that in effect at the time of shipment (If shipment is delayed for reasons under control of the Seller, then price shall remain firm). All information in the proposal is confidential and has been prepared for Buyer use solely in considering the purchase of the equipment described. Transmission of all or any part of this information to others by Buyer is unauthorized without Seller's written consent. Three (3) written documents- the Seller's proposal accepted and signed by the Buyer, the Buyer's purchase order, and the Seller's acceptance of the order - constitute the entire contract between the Seller and the Buyer, modified by written agreement only. Order acceptance by the seller is contingent on a full engineering review of all samples Container, Bottle, Jar, Caps or Closures provided by the buyer within 30 days of order placement. The price quoted is exclusive of any Local, State, Federal, Privilege, Use or other taxes of any kind, which may now be in effect or hereafter apply. The Buyer will be invoiced for applicable taxes or, in lieu thereof, the Buyer shall provide Seller with a tax exemption certificate acceptable to the proper taxing authority. All payments made after thirty (30) days incur a late charge of one and one-half percent (1½%) per month (eighteen percent (18%) per year) of the unpaid balance of the contract until such price is paid in full; provided that in no event shall such late charge exceed the maximum amount or rate permitted applicable by law. The foregoing late charge is intended to reimburse Seller for the financial and administrative costs it incurs as a result of Buyer's failure to pay the contract price when due. Buyer shall be liable to Seller for all costs of collections, including without limitation attorney's fees. All payment terms are subject to credit approval by Seller. Seller reserves the right to invoice on finished goods if Buyer holds delivery beyond projected shipping date. Seller reserves the right to invoice on partial shipments. Payments received from the buyer to the seller refelects acceptance of the terms and conditions of sale.


Shipment: F.O.B. shipping point as per Seller's proposal with machinery mounted on skids only, suitable for domestic shipment unless otherwise specified. Shipping dates given are approximate only and are computed from Seller's receipt at Seller's main offices of all details pertaining to the order essential to its proper execution.  


Freight: Unless otherwise specified, Seller will ship freight collect on all items shipped via motor freight. If Seller must ship prepay and add, a 10% handling charge will be added to the freight bill. Shipping costs for all ancillary equipment provided by other machinery manufacturers that are part of an integrated system will be paid by the buyer (customer).


Cancellation and Claims: Orders may not be canceled by the Buyer after acceptance by the Seller for any reason without Seller's prior written consent. Seller shall consent to cancellation only when the Buyer agrees in writing to indemnify Seller against all losses Seller incurs as a result of or in connection with cancellation. No request for cancellation received within a sixty (60) day period proceeding the estimated time of shipment can be considered by Seller. Buyer hereby expressly agrees that any attempt to cancel the purchase order after acceptance by Seller without Seller's prior written consent shall be deemed an anticipatory repudiation of the Seller's “Terms and Conditions of Sale”. Shipping loss or damage claims must be filed by the Buyer with the delivering carrier.


Patents: The Buyer agrees not to copy nor permit anyone else to copy any equipment quoted herein or parts thereof without written approval of the Seller and that it will not knowingly, directly or indirectly, violate or infringe on or contest the validity of any patent or license rights of the Seller pertaining to any of said equipment or their mode of operation or any of the parts thereof.


Taxes: The prices do not include sales revenue, excise, occupation, use, or other taxes or customs duties which are applicable now or which may hereafter be levied or assessed. The sole liability of any and all taxes is that of the Buyer. Any tax imposed by any present or future law on the sale of the articles covered hereby shall be added to the amount to be paid by the Buyer.


Delivery: Completion dates submitted are approximate. Furthermore, the Seller shall not be liable for any delays in the delivery of orders due in whole or in part, directly or indirectly, to fire, acts of God, acts of war, strike, lack of raw materials, supplies or components, re-tooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any circumstances beyond the Seller's control. The Buyer agrees that the Seller shall not be liable for any damages, including direct, indirect, consequential, or special damages, which may result from such delays.


Title: Title to the merchandise covered by contract shall remain with the Seller until contract price is paid in full.


Warranty: Seller guarantees the machine to perform the functions as outlined in this proposal, when supplied with correct original size and condition of caps, containers, bottles, fitments, plugs, sufficient air and electrical supply installed under the supervision of one of the Seller's Field Service Technicians. All equipment of the Seller's manufacture is guaranteed against defective materials and workmanship for a period stated in the proposal. The Seller shall be released of all obligations under its warranty in the event the machine, as it was sold, has been subject to neglect, improper storage, accident, misuse or improper operation, or if repairs or modifications are made by persons other than the Seller unless such repairs are made with the Seller's prior consent. Lazar Technologies, Inc., agrees to replace or repair, free of charge (excluding labor charges) any part or parts which fail within said period, provided that any such defect occurs under normal operating conditions and provided further that there has been proper maintenance of the machine by Buyer. Equipment purchased by the Seller from vendors will carry the vendor's specific guarantee. If the Buyer alleges that the equipment does not operate satisfactorily within the warranty period, it shall promptly and in full detail notify the Seller; and the Seller shall be allowed a period of ninety (90) days from the date of receipt of notice in which to conduct such tests as may be required to demonstrate satisfactory performance or make such changes and corrections at the Seller's expense. The Seller's liability shall be limited to accepting return of such equipment FOB, the Seller's factory refunding any amounts paid by the Buyer on account of the purchase price thereof, canceling any balance still owing on the equipment. Any machine(s) returned to or taken over by the Seller under the terms of this agreement is to be in the same condition as when shipped to the Buyer. This warranty is in lieu of all other warranties expressed or implied, including the warranties of merchantability and fitness for particular use, and no person, firm or corporation is authorized to assume for the Seller any other liability in connection with the sale of the machine or other terms of equipment. The Seller's liability hereunder is expressly limited to the replacement of defective parts, and in no event shall the Seller be liable for loss of production or damage to materials, injury to persons or other consequential damages. Buyer covenants to inform all subsequent buyers of the goods of the limitation on and exclusion of warranties provided for herein. Buyer hereby indemnifies and agrees to hold Seller harmless from and against all losses, costs and expenses including reasonable attorney's fees incurred by Seller as a result of any third party claim relating to the purchase, safe use, or otherwise relating to, the Goods covered by this Agreement.


Indemnification: Buyer hereby indemnifies and agrees to hold Seller harmless from and against any and all liabilities, costs, (including attorney's fees), claims and causes of action in favor of any and all persons arising out of, resulting from or in any way attributable to the use or operation of the goods to which the goods are made a part or to which the goods are attached or within which the goods are enclosed, while in Buyer's possession or subsequent to any transfer to any third party, regardless of whether Seller and/or others may be wholly, concurrently, partially, jointly or solely negligent or otherwise at fault.


Limitation of Liability: In no event as a result of breach of contract, tortuous acts or omissions, breach of warranty or negligence shall Seller be liable for special, indirect, incidental, exemplary or consequential damages including but not limited to loss of profits or revenues, loss of any equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs or claims of purchasers of the Buyer for such damages. Further, Seller will not be liable for any delay in the performance of contracts and orders, or in the shipment and delivery of goods, or for any damage suffered by the Buyer by reason of delay, when such delay is, directly or indirectly, caused by or in any manner arise from fires, floods, accidents, riots, war, Government interference, priorities, embargoes, strikes, shortage of labor, fuel, materials or supplies, inadequate transportation facilities or any other cause or cause whether or not similar in nature to any of those hereinbefore specified beyond Seller's control.


Reliance: As more fully set forth in this agreement, Seller and Buyer have reached express agreement with respect to the limitations of liability of Seller in connection with this agreement. Buyer and Seller expressly recognize that the price for which Seller has agreed to perform its obligations under this agreement has been predicated solely on said limitation of liability, and Seller expressly relied on such limitations of liability and would not have entered into this agreement but for such limitations of liability.


Service: For service in nature of installation, demonstration, or repair of any equipment beyond that specifically included in the quoted price, Seller will render such services at its normal charges plus overtime and living and traveling expenses for a Service Technician and/or Engineer.


Claims: Claims for loss or damage in transit are the responsibility of the consignee; however, Seller will lend every possible assistance. Any claims for shortages not covered by the common carrier, in order to receive consideration, must be made within ten (10) days from date of delivery.


Minimum Order: Seller's minimum billing is $100.  


Drawings and Manuals: The price quoted includes one (1) set of applicable drawing prints and one (1) operation and maintenance manual. Additional drawings or manuals will be furnished at a nominal charge.


Other: This agreement shall be construed in accordance with the laws of the State of New Jersey. These Terms and Conditions are the only Terms and Conditions that will be binding upon the parties unless additional terms are set forth in writing and agreed between the parties in writing.


Form, Formation and Readjustment of Agreement: (a) No other representations, warranties, specifications, oral or written, including any brochures or other published data furnished by Seller, shall modify or expand the obligations of Seller contained herein; and no sales representative or agent of Seller has any authority to make any additional representations or warranties on behalf of Seller. (b) The terms and conditions of this agreement shall not be modified or rescinded except by written instrument executed by an authorized representative of each of Seller and Buyer. (c) Seller's acceptance of Buyer's offer to purchase goods is expressly conditional on Buyer's assent to all the terms of this agreement, notwithstanding any different or additional terms contained in any writing submitted or to be submitted to Seller by or on behalf of Buyer. Buyer's assent will be conclusively established either by Buyer's execution of this Agreement or by Buyer's acceptance of any Goods shipped under this Agreement.  


Time Limitation on Actions; Waiver: (a) Any action by Buyer for any alleged breach of warranty, breach of contract or tort arising out of or related to this Agreement shall be commenced not later than one (1) year after such cause of action accrues. If Buyer fails to commence any such action within such one (1) year period, the action shall be deemed barred and Seller shall have no liability whatsoever to Buyer with respect thereto. (b) The rights and remedies available to Seller hereunder shall be cumulative and in addition to any other rights and remedies provided by law. The failure of Seller to insist on strict performance hereof shall not constitute a waiver of, or estoppels against asserting, the right to require such performance in the future, nor shall waiver or estoppels in any one instance constitute a waiver with respect to later breach of similar nature or otherwise.