1. GENERAL
A. Seller's price is based on these sales terms and conditions. The agreement and inclusion of
other or amended terms in this contract will result in a change (including increase) in Seller’s
price (as may contained in any price books or quotations) to reflect such other or amended
terms. this contract shall represent the final, complete and exclusive statement of the agreement
between the parties and may not be modified, supplemented, explained or waived by parole
evidence, any Terms and Conditions contained in Buyer’s purchase order or request for
quotation, any course of dealings between parties, Seller’s performance or delivery, or in any
other way. The Terms and Conditions of this contract may only be modified or waived in a
written document signed by an Officer of Seller. These terms are intended to cover all activity
of Seller and Buyer hereunder, including sales and use of products, parts and work and all
related matters (references to products include parts and references to work include construction,
installation and start-up). Any reference by Seller to Buyer’s specifications and similar
requirements are only to describe the products and work covered hereby and no warranties or
other therms therein shall have any force of effect. Any information provided by Seller
including, but not limited to, suggestions as to specific equipment does not imply any guarantee
of specific suitability and/or material compatibility in a particular application. Catalogs,
circulars, similar pamphlets and information contained on websites of the Seller are issued for
general information purposes only and shall not be deemed to modify the provisions hereof.
B. The agreement formed hereby and the language herein shall be construed and enforced under
the Uniform Commercial Code as in effect in the State of California on the date hereof.
2. T
AXES
Any sales, use or other similar type taxes imposed on this sale or on this transaction and/or any
import or export duties or fees as may be assessed or imposed on or as a result of deliveries
under this transaction are not included in the price. Such taxes shall be billed separately to the
Buyer. Seller will accept a valid exemption certificate from the Buyer if applicable; however, if
an exemption certificate previously accepted is not recognized by the governmental taxing
authority involved and the Seller is required to pay the tax covered by such exemption
certificate. Buyer agrees to promptly reimburse Seller for the taxes paid.
3. PERFORMANCE, INSPECTION
AND ACCEPTANCE
A. Unless Seller specifically assumes installation, construction or start-up responsibility, all
products shall be finally inspected and accepted within thirty (30) days after arrival at point of
delivery. Where seller has responsibility for installation, construction or start-up all work shall
be finally inspected and accepted with thirty (30) days after completion of applicable work by
Seller. All claims whatsoever by Buyer, (including claims for shortages) except only those
provided for under the WARRANTY AND LIMITATION OF LIABILITY and PATENTS
Clauses, hereof, must be asserted in writing by Buyer within said thirty (30) day period or they
are waived. If this contract involves partial performance, all such claims must be asserted within
said thirty- (30) day period for each partial performance. There shall be no revocation of
acceptance. Rejection may be only for defects substantially impairing the value of products or
work and Buyer's remedy for lesser defects shall be those provided for under the WARRANTY
AND LIMITATION OF LIABILITY Clause.
B. Seller shall not be responsible for non-performance or for delays in performance occasioned
by any causes beyond Seller's reasonable control, including, by way of example and not
limitation, to labor difficulties, delays of vendors or carriers, fires, governmental actions, or
shortages of material, components, labor, or manufacturing facilities. Any delays so occasioned
shall affect a corresponding extension of Seller's performance dates, which are, in any event,
understood to be approximate. IN NO EVENT SHALL BUYER BE ENTITLED TO
INCIDENTALOR CONSEQUENTIAL DAMAGES FOR LATE PERFORMANCE OR FOR A
FAILURE TO PERFORM. Seller reserves the right to make partial shipments and to ship
products, parts or work which may be completed prior to scheduled performance date.
C. In the event that Seller has agreed to mount motors, turbines, gears, or other products which
are not manufactured by Seller and which are not an integral part of Seller's manufactured
product, and a delay in the delivery of such products to Seller occurs that will cause a delay in
Seller's performance date, Seller reserves the right to ship its product upon completion of
manufacture and to refund an equitable portion of the amount originally included in the purchase
price for mounting without incurring liability for non-performance.
D. Seller reserves to itself the right to change its specifications, drawings and standards if such
changes will not impair the performance of its products, and parts, and further those products,
and parts, will meet any of Buyer's specifications and other specific product requirements which
are a part of this agreement. Seller is a global supplier of products and utilizes parts and
products obtained worldwide, and Seller's products supplied under this contract shall be subject
to seller’s sole determination as to all manufacturing, sourcing, assembly and supply unless
otherwise specifically agree in writing.
E. The manufacture and inspection of products and parts shall be to Seller's Engineering and
Quality Assurance standards plus such other inspections or tests of documentation as are
specifically agreed to by Seller. Requirements for any additional inspection, tests,
documentation, or Buyer witness of manufacture, test, and/or inspection shall be subject to
additional charges.
4. TITLE
AND RISK OF LOSS
Title and risk of loss shall pass to buyer upon delivery of products at the designated "Ex Works"
as defined by Incoterms, unless other wise agreed by the parties.
5. EROSION AND CORROSION
It is specifically understood that products and parts sold hereunder are not warranted for
operation with erosive or corrosive fluids or for operation with any fluid or under any operating
condition in variance with the specifications of this contract. No product or part shall be deemed
to be defective by reason of failure to resist erosive or corrosive action of any fluid and Buyer
shall have no claim whatsoever against Seller therefore. No product shall be deemed defective
by reasons of any effect on Seller's products of the action or results (such as vibration) of any
goods or system (such as piping) not supplied by Seller.
6. BUYERS RESPONSIBILITY
The design specifications of the equipment require the operation of the equipment within certain
parameters and may call for the use of speed controls, safety devices, set points or other control
devices to insure that the operation remains within design parameters. Buyer agrees and
understands that the equipment must be operated and maintained within design specifications
and operated within the specifications of the contract, irrespective of whether controls or devices
are otherwise required.
7. W
ARRANTYAND LIMITATION OF LIABILITY
A. Seller warrants only that its product and parts, when shipped, will be free from defects in
materials and workmanship. All claims for defective products or parts under this warranty must
be made in writing immediately upon discovery and, in any event, within two (2) years of
shipment by seller and all claims for defective work must be made in writing upon discovery.
ANY UNAUTHORIZED DISASSEMBLY, ALTERATION OF OR TAMPERING WITH ANY
PRODUCT OR COMPONENT MAYVOID THE WARRANTY, IN THAT SUCH ACTION
WILL RESULT IN SELLER BEING RELEASED AND RELIEVED FROM ITS
OBLIGATIONS UNDER THIS WARRANTYAND FOR ANY FURTHER COSTS OR
CATIONS UNDER CLAUSE 7.C, FOLLOWING, AND THE BUYER ASSUMING SOLE
RESPONSIBILITY FOR THE COSTS AND RESULTS OF SUCH ACTION. THE
FOREGOING S EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT
LIMITATION, THE IMPLIED, WARRANTIES OF MERCHANTABILITY AND FITNESS.
B. ANY PRODUCT (S) SOLD HEREUNDER WHICH IS NOT MANUFACTURED BY
SELLER ARE NOT WARRANTED BY SELLER and shall be covered only by the express
warranty, if any, of the manufacturer thereof. With respect to products and parts not
manufactured by Seller, Seller’s only obligation shall be to assign to Buyer, to the extent
possible, whatever warranty Seller obtains from the manufacturer.
C. Upon Buyer's submission of a claim as provided above and its substantiation, Seller shall at
its option either (i) repair or replace its product, part or work at the original place of shipment, or
(ii) refund an equitable portion of the purchase price.
D. THE FOREGOING IS SELLER'S ONLY OBLIGATION AND BUYER'S EXCLUSIVE
REMEDY FOR BREACH OF WARRANTYAND, EXCEPT FOR BREACH OF WARRANTY
AND, EXCEPT FOR THE REMEDIES PERMITTED UNDER THE PERFORMANCE,
INSPECTION AND ACCEPTANCE AND THE PATENTS CLAUSES HEREOF, THE
FOREGOING IS BUYER EXCLUSIVE REMEDY AGAINST SELLER FOR ALL CLAIMS
ARISING HEREUNDER OR RELATING HERETO WHETHER SUCH CLAIMS ARE
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY), INDEMNITY OR OTHER THEORIES. BUYER’S FAILURE TO SUBMIT A
CLAIM AS PROVIDED ABOVE SHALLSPECIFICALL YWAIVE ALL CLAIMS FOR
DAMAGES OR OTHER RELIEF, INCLUDING BUTNOT LIMITED TO CLAIMS BASED
ON LATENT DEFECTS. IN NO EVENT SHALL BUYER BE ENTITLED TO INDIRECT,
SPECIAL, INCIDENTALOR CONSEQUENTIAL DAMAGES, NOR FOR DAMAGES FOR
LOSS OF USE, LOST PROFITS OR REVENUE, INTEREST, LOST GOODWILL, WORK OR
PRODUCTION STOPPAGE, IMPAIRMENT OF OTHER GOODS, INCREASED EXPENSES
OF OPERATION, OR THE COST OF PURCHASING REPLACEMENT POWER OR OTHER
SERVICES BECAUSE OR SERVICE INTERRUPTIONS. FURTHERMORE, IN NO EVENT
SHALL SELLER’S TOTALLIABILITY FOR DAMAGES OF BUYER EXCEED THE
PURCHASE PRICE OF THE PRODUCTS OR PARTS MANUFACTURED BYSELLER AND
UPON WHICH SUCH LIABILITY IS BASED. ANYACTION (INCLUDING NEGLIGENCE)
OR OTHER THEORIES, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE
CAUSE OF ACTION ACCRUES OR IT SHALL BE BARRED.
8. PURCHASER'S REPRESENT
ATIONS & WARRANTIES
Purchaser represents and warranties that the products(s) covered by this contract shall not be
used in or in connection with a nuclear facility or application. The parties agree that this
representation and warranty is material and is being relied on by seller. This provision may be
modified in a separate writing signed by an officer of Price Pump Co.
9. P
ATENTS
Seller agrees to assume the defense of any suit for infringement of any patents brought against
Buyer to the extent of such suit charges infringement of an apparatus or product claim by
Seller's product in and of itself, provided (i) said product is built entirely to Seller's design, (ii)
Buyer notifies Seller in writing of the filing of such suit within ten (10) days after the service of
process thereof, and (iii) Seller is given complete control of the defense of such suit, including
the right to defend, settle and make changes in the product for the purpose of avoiding
infringement of any process or method claims. Provided however, Seller will not defend any
suit for infringement of a claimed patent where such alleged infringement is the result of
following specific instruction furnished by Seller.
10. EXTENT
OF SUPPLY
Only products as listed in Seller's proposal are included in this agreement. It must not be
assumed that Seller has included anything beyond same.
11. MANUF
ACTURING SOURCES
To maintain delivery schedules, Seller reserves the right to have all or any part of the Buyer's
order manufactured at any of Sellers', sellers' licensees or sub contractors' plants, globally.
12. TERMS OF
PAYMENT
Net 30 days from date of invoice.
13. ARBITRATION
In the event a dispute arises between the parties relating to or arising out of this agreement, the
parties agree to attempt to have their senior management amicably settle the matter. In the event
that the matter cannot be settled, the parties shall submit all disputes relating to this Agreement
(whether contract, tort, products liability or otherwise) to binding Arbitration before a panel of
arbitrators under the Commercial Dispute Resolution Procedures of the American Arbitration
Association. Each party shall appoint an arbitrator and the third shall be selected in accordance
with the rules of the American Arbitration Association. Judgment upon the award may be
entered in any court having jurisdiction. The parties shall cooperate in providing reasonable
disclosure of relevant documents. Each party shall bear its own expenses, and the costs and fees
of the arbitration shall be borne as allocated by the Arbitrator.
GENERAL TERMS OF SALE FOR PRODUCTS
IN-AOD-300M-B rev. -