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Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE

1. APPLICABILITY.

These General Terms and Conditions of Sale (“Agreement”), together with the applicable Credit Application and Agreement (“Credit Application”) and the Limited Warranty, Return & Exchange Policy (“Exchange Policy”) (collectively, the “Hanna Agreements”) constitute the entire agreement between Hanna Instruments, Inc., a Rhode Island corporation (“Hanna Instruments”) and the customer listed in the Customer Agreement (“Customer”) for the purchased product(s) (the “Product”) described in any applicable purchase order accepted by Hanna Instruments (including any orders made by Customer on Hanna Instruments website). Customer agrees to accept and be bound by the terms and conditions set forth herein upon submission of an Order.

2. PRODUCT PRICES

3. TERMS OF PAYMENT.

Hanna Instruments may invoice (“Invoice”) Customer upon shipment of the Product for the Price and all other charges payable by Customer in accordance with the terms contained within the Invoice. If no payment terms are stated on the Invoice, payment shall be net thirty (30) days from the Invoice date. If Customer fails to pay any amount when due, a one and one-half percent (1.5%) administrative fee will be assessed to Customer in order to cover Hanna Instrument’s internal costs, and any other costs and expenses, associated with efforts in collecting payment or otherwise enforcing Hanna Instrument’s rights hereunder (including, without limitation, reasonable attorney’s fees, disbursements, and court costs). All payments due hereunder shall be made in United States currency.

4. ACCEPTANCE OF ORDERS AND SHIPMENT OF PRODUCTS

5. LIMITED PRODUCT WARRANTY, RETURNS

6. INDEMNITY OBLIGATIONS:

Customer will release, protect, defend, indemnify and hold harmless Hanna Instruments, its affiliated companies, co-venturers and invitees, and the directors, officers, employees, agents, representatives and underwriters (“Hanna Indemnities”) from and against any and all claims, demands, causes of action and lawsuits of every kind and character brought against Hanna Indemnities by any third party for personal injury, death or loss of or damage to property arising out of or in any way directly or indirectly related to the use of the Products by Customer, in each case except to the extent caused by the gross negligence or intentional misconduct of the Hanna Indemnities.

7. Software

8. EXPORT RESTRICTION

Customer acknowledges and understands that each Product is intended for sale and use in the United States of America (“US”) only. The warranty under subsection 5.1 does not apply to use of the Product outside of the US. Product shall not be exported unless otherwise agreed to in writing by the Parties. Product that is exported will be subject to export control of the US government.

9. Pollution; hazardous materials

10. FORCE MAJEURE AND AVAILABILITY OF MATERIALS

11. ENTIRE AGREEMENT; AMENDMENT

The Hanna Agreements and applicable Order contain the entire understanding between the parties with respect to the subject manner hereof and supersedes all prior and contemporaneous written or oral negotiations and agreements between them regarding the subject matter hereof. The Hanna Agreements may be amended only by a writing signed by both of the parties.

12. SEVERABILITY

If any provision of The Hanna Agreements is determined to be invalid or unenforceable by a court of competent jurisdiction, (a) such provision will be deemed to be severable from the remainder of the Hanna Agreements and will not cause the invalidity or unenforceability of the remainder of the Hanna Agreements in such jurisdiction and (b) the entire Agreement will remain enforceable in every other jurisdiction.

13. NO IMPLIED WAIVERS

The failure of either party at any time to require performance by the other party of any provision hereof will not affect in any way the right to require such performance at any later time nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such provision.

14. ATTORNEYS’ FEES

If any legal proceeding is brought for the enforcement of the Hanna Agreements, or because of an alleged breach, default or misrepresentation in connection with any provision of the Hanna Agreements or other dispute concerning the Hanna Agreements, the successful or prevailing party will be entitled to recover reasonable attorneys’ fees and other costs incurred in that proceeding, in addition to any other remedies at law.

15. SECTION REFERENCES

Any reference in the Hanna Agreements to a section or subsection will be deemed to include a reference to any subsidiary sections thereof whenever the context requires.

16. CAPTIONS

The captions of the sections, subsections, and subsidiary sections of this Agreement are included for reference purposes only and are not intended to be a part of the Agreement or in any way to define, limit, or describe the scope or intent of the particular provision to which they refer.

17. GENDER

Masculine, feminine, and neuter terms will be interchangeable (and will include a corporation, a partnership, or another entity), and will be singular and plural, where context makes a change of gender or number appropriate.

18. GOVERNING LAW

The Hanna Agreements will in all respects (including, but not limited to, all matters of interpretation, validity, performance, and the consequences of breach) be construed, governed, and enforced in accordance with the internal laws (excluding all conflicts of laws rules) of the State of Rhode Island, as from time to time amended and in effect, and any applicable federal laws of the United States of America, as from time to time amended and in effect. Each party hereby consents to the exclusive jurisdiction of the state courts of the State of Rhode Island, and the United States District Court for the such district, in all matters arising out of the Hanna Agreements. Each party consents to service of process by certified mail, return receipt requested at the U.S. Address. Any suits, actions, or other legal proceedings arising hereunder will be brought only in the Federal or State courts located in the State of Rhode Island. Each of the parties hereby consents to the personal jurisdiction of each such court in any suit, action or proceeding and waives any objection which it may have to the personal jurisdiction or venue of such suit, action or proceeding in such court.

19. Subscription Program: Terms of Service 

Our products may be available for purchase at a discount upon entering into a subscription with Hanna Instruments. Where this is available for a product the ‘Subscribe & Save’ option is displayed during the online product selection or checkout process, along with the percentage discount and reduced price for the products. You do not need to register for an online account with us to start a subscription, but you will need to have one to manage your subscription (e.g. if you want to change the delivery frequency), you can register [here]. 

The subscription plan consists of:  

  1. an initial delivery of the products ordered, then followed by recurring deliveries of the products at the intervals chosen by you when setting up the subscription plan; and 
     
  2. an initial charge for the products, then followed by recurring charges in line with the delivery intervals as agreed to by you, for a defined period of time, chosen by you, until the subscription is cancelled. 

     

    When the subscription plan you have requested is set up, you will receive an email confirming the product(s) purchased and you will also be able to see these details in your online account with us, if you have set one up. 
     
    Information about how we handle product returns can be viewed here, within our Terms and Conditions page. 
     
    By entering into a subscription, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Recurring charges will be taken without further authorization from you, until you provide prior notice that you have terminated this authorization, cancel the subscription or wish to change your payment method. When enrolled into a subscription, the customer must receive three orders, which includes the first order, prior to being able to cancel subsequent orders. To terminate your authorization, cancel your subscription or change your payment method, log into your online account with us and follow the instructions in the ‘Subscriptions’ section of ‘My Account’.
     
    You can add products to an existing subscription, cancel your subscription, skip a delivery, amend the delivery intervals or payment dates at any time. You will not be charged for doing so. You can cancel the subscription through your online account with us by clicking ‘Cancel’, by using the live chat feature on our website or by emailing us at orders@hannainst.com, however, you must do so no less than 10 days before the next delivery is due to be sent in order to avoid receiving that delivery. We will send you an email reminder in advance of when the next delivery is due to be sent and we will email you again on the day it is sent, to let you know it is on its way. 
     
    You can re-subscribe at any time following your cancellation. 
     
    The ability to purchase our products under a ‘Subscribe & Save’ option is available at our discretion, as is the percentage reduction in the price of our products when purchased on a subscription basis. 
     
    Prices for our products are subject to change.We will give you at least 30 days’ notice in advance if we change the price or percentage reduction in price of our products purchased under an ongoing subscription between you and us. Notices of these changes will be sent to you by email, please make sure your email address registered with us in your account is accurate and up to date. 
     
    We reserve the right to refuse to allow you to set up a subscription and we may cancel a subscription with no notice and with immediate effect if fraud is suspected. 

     

     

     

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