Terms & Conditions
1. ALL ORDERS ARE SUBJECT TO APPROVAL AND ACCEPTANCE BY SELLER AT ITS SALES OFFICE. UPON ACCEPTANCE OF ANY ORDER, THESE TERMS AND CONDITIONS SHALL CONSTITUTE AND BE PART OF THE RESULTING CONTRACT. Buyer's assent to these Terms and Conditions shall be conclusively presumed from acceptance by Buyer of the Product. No additions, deletions or modifications of these terms proposed by Buyer shall bind Seller unless accepted in writing, regardless of whether such other terms materially alter the terms hereof. These Terms and Conditions shall supersede any provisions, terms and conditions contained on any confirmation order, or other writing Buyer may give or receive, and the rights of the parties shall be governed exclusively by these terms and conditions. Orders for Product are not subject to cancellation in whole or in part after Seller's acceptance of Buyer's order, except with Seller's written consent and upon payment of a cancellation charge to cover all costs incurred by Seller from cancellation.
2. Prices quoted by Seller are subject to change at any time without notice, prior to acceptance of the order, and orders calling for future delivery will be billed according to the price in effect at the time of delivery. Price quotations automatically expire thirty (30) calendar days from the date issued and are subject to termination by notice within that period. Unless otherwise specified by Seller in writing, prices quoted for Product are F.O.B. shipping point, and are exclusive of any taxes, duties or ancillary charges, which are the responsibility of Buyer and may be either billed to Buyer separately or added to the price of the Product shipped. Payment terms are as specified in writing by Seller, or net 30 days from installation, if no terms are so specified. Any undisputed fees that remain unpaid by the due date shall accrue interest until such payment is made at a rate equal to the lesser of either (a) fifteen percent (15%); or (b) the maximum rate permitted by law.
3. Production, shipment, and delivery are subject to approval of Buyer's credit by Seller. Estimated time of delivery shall in every case be determined from the date of receipt of Buyer's full and final specifications, including any alternations or changes after the acceptance of the order by Seller and after advance payments, when required. Dates for delivery are approximate and Seller shall not be liable for failure to make delivery on those exact dates. Seller shall not be liable for losses or damages resulting from delays or nonperformance caused by circumstances beyond Seller's reasonable control, including but not limited to, Acts of God, the public enemy, war, riot, embargo, flood, drought, snowstorm, windstorm, earthquake, or other adverse wind, water, weather conditions or natural catastrophes, fire, explosion, accident, breakdowns, strikes, lockouts, shortages of labor, unavailability of raw materials, supplies or equipment from regular sources, the delay or failure of transportation or the action or request of any governmental authority or agency. Seller shall have no further duty to deliver to Buyer the Product which would have been delivered during the period of any such disability, and shall have the right, at its option, to cancel the contract with Buyer or any part thereof without any resulting liability. If Seller cancels any such orders in accordance with the foregoing, Seller shall promptly reimburse Carrier any amounts paid for the order. Unless express shipping instructions are furnished by Buyer, Seller will use its discretion in selecting the method of shipment and the carrier. Risk of loss for Product shall pass to Buyer upon delivery at F.O.B. point.
4. Seller warrants to Buyer that (1) any Product sold to Buyer hereunder shall conform to Seller's specifications for such Product and shall be free from material defects and (2) any installation performed by Seller shall be performed in a workmanlike manner, for a period of one
(1) year after installation or 18 months from date of delivery, whichever occurs first, under normal use and service, or, in the case of Seller's repair, for 30 days, limited to repair workmanship and materials. This warranty extends to Buyer only and not subsequent owners or users. The foregoing warranty shall expire, and Buyer shall not be entitled to make any claims thereunder unless Buyer delivers a written claim to Seller prior to the expiration of the warranty period, specifying the breach of warranty, attaching copies of the purchase and delivery documents. Buyer must give Seller written notice of any claim for breach of warranty within seven (7) days after discovery thereof; otherwise, such claim shall be deemed waived to the extent Seller is prejudiced by any delay. The foregoing warranty is void unless the Product has been used and maintained in accordance with Seller's specifications and/or standard industry practices. Buyer fully releases and shall indemnify and hold harmless Seller and its agents of and from any claims or damages of any nature whatsoever, which may result from any use of the Product other than in accordance with standard industry practices. The foregoing warranty shall also be void to the extent of unauthorized repairs, which, in the opinion of Seller, adversely affect the performance and condition of the Product. Seller does not, under any circumstances, warrant the quality of component parts manufactured by others, such as pumps or valves. EXCLUSIONS OF WARRANTIES: THE FOREGOING WARRANTY IS SELLER'S SOLE WARRANTY TO BUYER. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED, AND ORAL STATEMENTS OF SELLER'S SALESMEN DO NOT CONSTITUTE WARRANTIES, SHALL NOT BE RELIED UPON BY BUYER AND SHALL NOT BE A PART OF THE CONTRACT FOR SALE. BUYER WARRANTS, at the time the Product is installed, that the premises are free of any contaminants and that Buyer shall tender to Seller test results verifying same. Failure to supply said test results shall result in presumption that any contamination of the premises existed prior to the installation of the Product and Buyer shall fully release, indemnify and defend Seller of and from any claims or damages of environmental problems. EXCLUSION OF REMEDIES AND LIMITATIONS OF SELLER'S LIABILITY. Seller agrees to pass through to Buyer any warranties given by the manufacturers of the Products to the extent permitted by the terms and conditions of any such warranties; however, Seller’s liability is limited solely to Seller’s application of such Products, which may include the repair or replacement of defective Products or the replacement cost of any portion or component thereof proved defective in the event such defective Products were caused solely by Seller’s application. Furthermore, Seller shall indemnify Buyer from any damages to Buyer’s equipment, or damage to cargo transported by Buyer, solely caused by Seller’s or its employee’s or agent’s negligence or willful misconduct. With the exception of damage to equipment or cargo due solely to Seller’s negligence or willful misconduct, Seller shall not be liable to Buyer for any indirect, incidental, special, or consequential damages including, without limitation, damages for interruption of business, loss of business, loss of profits, loss of revenue, Buyer's expenses, or losses relation to downtime or for making up downtime, damages for which Buyer may be liable to other persons, whether in an action in contract, warranty, tort, or strict liability, damage to property or injury to or death of any person. No action shall be brought for any claim related to or arising out of this Agreement more than one (1) year after the accrual of such cause of action, except for money due on an open account.
5. All purchase contracts shall be governed by and interpreted in accordance with the laws of the State of Pennsylvania. To the extent any provision hereof may be declared to be illegal, unenforceable, or void, both parties shall be relieved of all obligations arising under such provision, but the previsions hereof shall be deemed to be amended by modifying such provisions to the extent necessary to make it legal and enforceable while preserving its intent, and other provisions hereof shall remain in full force and effect.
6. In the event Buyer is in default of any of its obligations hereunder, Seller may, in addition to any other rights or remedies provided for herein withhold performance of any obligation of Seller hereunder, including delivery of any other product. No delay or omission by either party in exercising any right or power granted hereby shall impair any such right or power or be construed to be a waiver thereof. Waiver by either of the parties of any of the covenants, conditions, or agreements to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or any other covenant, condition, or agreement herein contained. All remedies of Seller set forth herein shall be cumulative and in addition to and not in lieu of any other remedies available to Seller at law, in equity or otherwise, and may be enforced concurrently or from time to time.
7. These Terms and Conditions may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless it is in writing and signed by the party against whom the enforcement of such modification, amendment, or waiver is sought.
8. These Terms and Conditions constitute the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the services or Products.