Specifications

#SMPP009
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TERMS AND CONDITIONS OF SALE
The following are the Standard Terms and Conditions of Sale of the
Buffalo Air Handling Division of Air & Liquid Systems Corporation
(“Seller”).
1. ACCEPTANCE OF SELLER'S TERMS AND
CONDITIONS OF SALE. Seller and Buyer agree that the following
terms and conditions will apply to any order from Buyer accepted by
Seller. No order or contract will be binding on Seller unless and until
accepted, and acknowledged by Seller's office in Amherst, Virginia.
Sales representatives are not authorized to bind Seller. No terms or
conditions other than those stated herein, whether contained in Buyer's
purchase order or shipping release or elsewhere, and no written or oral
agreement that purports to vary these terms and conditions will be
binding on Seller, unless hereafter set forth in writing and signed by an
authorized officer of Seller. Buyer's assent to the terms and conditions
set forth herein will be conclusively presumed from Buyer's receipt of
this acknowledgement without prompt written objection or from
Buyer's acceptance of all or any part of the equipment or material
ordered.
2. CHANGES. Equipment changes by Buyer involving design
and/ or drawing modifications, or after approval and release for
manufacture, will result in an administrative charge, in addition to any
price adjustment for the change, and may result in a delay of the
scheduled shipping date.
3. CANCELLATION CHARGES. An order canceled prior to
shipment will be subject to cancellation charges.
4. INVOICING TERMS. Payment terms: Net 30 days, with
interest charges of 1.5% per month thereafter. All shipments will be
subject to the approval of Seller's credit department. Quotations are
subject to acceptance within 30 days from quotation date.
Seller will invoice, and payment will be due in accordance with
the payment terms above, for : a) shipment of complete order; b) partial
shipment of order; c) finished product or work in progress when any
shipment delay is caused by Buyer for any reason including, but not
limited to, change in requirements, components not received, rigging or
staging not available, site not ready, etc. Seller will be entitled to
reasonable storage charges for any such delay caused by Buyer.
5. DELIVERY. Seller will use its best efforts to deliver on a
timely basis. Seller, however, will not guarantee or accept
consequential losses associated with its inability to meet a specific time
of day or specific date. FOB origin.
6. ESCALATION TERMS. Prices on equipment of Seller's
manufacture are firm for shipments made within 6 months from date of
purchase order; for shipments made beyond 6 months from date of
purchase order, prices are protected for 6 months from any announced
price increase occurring later than the date of the purchase order.
Beyond that period, prices will be adjusted to Seller's prices at time of
shipment with adjustment limited to 20% of the purchase order price.
Contracts providing for escalation based on an index will be escalated
from the date of purchase order to the date of shipment using 100% of
the quoted price as the base. Prices on equipment not of Seller's
manufacture are subject to adjustment to the prices in effect at the time
of shipment.
7. FORCE MAJEURE. Neither party will be liable for any
failure or delay in performance due to force majeure conditions,
including, but not limited to, war, riot or civil disturbance, accident or
equipment breakdown, strikes or disputes with employees, actions of
any governmental authority, compliance with any law order, regulation
or directive of any governmental authority, shortages of or inability to
obtain materials, supplies, transportation, fuel or energy, or any cause
beyond the reasonable control of Seller or Buyer, as the case may be.
8. TAXES. All taxes which Seller may be required to pay or collect
under any existing or future laws with respect to the sale, purchase,
delivery, storage, manufacture, processing, use, consumption or
transportation of any equipment ordered by Buyer, including taxes
upon or measured by receipts from sales (except net income and equity
franchise taxes) will be for the account of Buyer.
9. PATENTS. If the equipment is to be manufactured in
accordance with Seller's specifications. Seller agrees to defend any
proceeding brought against Buyer on a claim that the equipment
furnished to Buyer infringes any patent in the United States and Seller
agrees to pay all direct and actual damages and costs awarded against
Buyer in any such proceeding, provided that Seller is promptly notified
in writing of any such proceeding and given authority, information and
assistance for the defense thereof. If Buyer furnishes the specifications
then Buyer shall hold Seller harmless against any such claim which
arises out of compliance with specifications.
10. NON-CONFORMANCE. Seller will replace, at the original
point of delivery, equipment or material which upon inspection before
installation is found defective or not in conformity with the applicable
specifications, provided that written notice has been given of such
defect or non-conformity within 15 days of receipt of equipment by
Buyer and Seller is given reasonable opportunity to inspect. No claims
will be a
ccepted by Seller for the cost of any labor expended on such
equ
ipment or material, or for any separate special indirect, incidental or
consequential damages to anyone. If Buyer does not give such notice,
the equipment or material shall be deemed to be in all respects in
accordance with the specifications.
11. BUYER'S EXCLUSIVE REMEDY; LIMITATION OF
DAMAGES. In case of an alleged breach, Seller's entire liability and
Buyer's exclusive remedy shall be as follows:
In all situations involving the performance or non-performance
of equipment, Buyer's remedy is (1) the adjustment or repair of the
equipment or, at Seller's option, the replacement of the equipment or
(2) if Seller is unable to repair the equipment or replace it with
equipment in good working order, Buyer will be entitled to a refund or
credit in the amount of purchase price paid by Buyer for the equipment.
Seller's liability for damages to Buyer for any cause whatsoever
and regardless of the form of action or claim, whether in contract or in
tort, including negligence, shall be limited to 110% of the purchase
price of the equipment or part that is the subject matter of, or directly
related to, the action or claim on which such liability is based. In no
event will Seller be liable for any lost profits, lost savings or any
special, indirect, incidental or consequential damages, even if Seller has
been advised of the possibility of such damages, or for any claim by
Buyer based on any third party claim, except as provided in the Section
entitled Patents.
12. DRAWINGS. Unless otherwise stated in the quotation, prices
include a set of customer interface contract drawings and service
manuals. If additional drawings are needed or Buyer-initiated changes
require additional drawings, they will be provided only upon receipt of
a written order authorizing additional charges for such drawings.
WARRANTY
Seller warrants for a period not in excess of 18 months from
date of shipment or 12 months from date of installation, whichever is
earlier, the design, construction and materials of Seller's products to be
free from defects in materials and workmanship. Seller's sole
obligation and Buyer's exclusive remedy under this Warranty is limited
to the repair or replacement without charge, f.o.b. Seller's factory, of
any defective parts. Seller will not be responsible for damages of any
nature, resulting from breach of the above stated Warranty or from any
defect in Seller's products, either in materials, design, or construction,
or arising from the use of such products. Seller does not guarantee
against abrasion, corrosion or erosion.
The above stated warranty constitutes the only warranty
made by Seller and is given expressly in lieu of all other warranties
express or implied, including any implied warranties of
merchantability or fitness for a particular purpose.
Warranties on equipment not of Seller's manufacture are limited
to the terms of any warranties furnished by Seller's suppliers to the
extent they may be made available to Buyer.
01/01/10