Brochure

TERMS AND CONDITIONS
The products described in this document are hereby offered for sale to be
established by John Guest (USA) Inc., its subsidiaries and its authorized
distributors. This offer and its acceptance by any customer (the “Buyer”) shall be
governed by all of the following Terms and Conditions. Buyer’s order for any item
described in this document, when communicated to John Guest (USA) Inc., its
subsidiaries or an authorized distributor (the “Seller”) verbally or in writing, shall
constitute acceptance of this offer.
1. Terms and Conditions of Sale. All descriptions, quotations, proposals, offers,
acknowledgments, acceptances and sales of the Seller’s products are subject to
and shall be governed exclusively by the terms and conditions stated herein (the
“Agreement”). The Buyer’s acceptance of any offer to sell is limited to the terms and
conditions in the Agreement. Any terms or conditions in addition to, or inconsistent
with those stated in the Agreement, proposed by the Buyer in any acceptance
of an offer by the Seller, are hereby objected to. No such additional, different or
inconsistent terms and conditions shall become part of the agreement between the
Buyer and the Seller unless expressly accepted in writing by the Seller. The Seller’s
acceptance of any offer to purchase by the Buyer is expressly conditioned upon the
Buyer’s assent to all the terms and conditions in this Agreement, irrespective of
any terms in addition to, or inconsistent with those contained in the Buyer’s offer.
Acceptance of the Seller’s products shall in all events constitute such assent.
2. Documents. Unless provided otherwise in the Agreement, all catalog
descriptions, illustrations, drawings and literature or independently submitted
estimates of performance, weights and measurements or other specifications
provided by the Seller are mere approximations and the Seller reserves the right to
alter or amend the same at any time. The Seller reserves the right to correct clerical
or technical errors in the contract documents. The Buyer shall furnish with his order
all necessary specifications and information. The Seller takes no responsibility for
goods manufactured, priced or delivered not in accordance with the order or the
specifications unless the Buyer’s order and specifications are clear and correct.
3. Prices. Unless otherwise provided, all prices contained in our quotations and
written acceptances are ex-works and do not include the cost of packing. All orders
are accepted on the condition that all such prices are subject to revision by the
Seller at any time before the goods are dispatched to take account of any price
change. In the event that the Buyer does not place the entire order quoted by the
Seller for the Buyer, the Seller reserves the right to revise its prices. The Seller
also reserves the right to revise its prices if the Buyer modifies the specification
or quantity of the goods, or the delivery requirements after the order has been
accepted by the Seller.
4. Advice. All advice given in connection with the Seller’s goods is provided without
charge to the Buyer. Any advice and assistance given by the Seller to the Buyer is
given at the Buyer’s risk and the Seller shall not be liable for any loss, damage or
claim arising therefrom.
5. Payment. (a) Unless otherwise provided in the Agreement, or explicitly agreed
upon in writing by the Seller, payment is due in full 30 days from date of shipment
of the items purchased herein under. (b) In the case of an installment contract,
deliveries or parts, payment for each installment delivery or part shall be made
under sub-clause (a) as if the same constituted a separate agreement. (c) Amounts
not timely paid shall bear interest at the rate of 2-1/2% above the Seller’s bank’s
prime rate from time to time in force. (d) In the event that the Buyer fails within
one calendar month of the date for payment to effect any payment which may be
due under the Agreement or any agreement with the Seller, or if the Buyer commits
any breach of the Agreement, or if the Buyer becomes insolvent or commits any
act of bankruptcy or contemplation of liquidation, the Seller will be entitled, without
prejudice to the Seller’s other rights, to terminate the Agreement or any unfulfilled
part thereof, or at the Seller’s option to make partial deliveries.
6. Modifications and Cancellations. This Agreement is not subject to oral
modification or cancellation. A Buyer’s request for modification or cancellation
will not be incorporated into the Agreement unless the request is accepted by the
Seller in a writing that amends the Agreement. Acceptance of any such requested
modification or cancellation shall be at the Seller’s discretion and shall be upon
such terms and conditions as the Seller may require.
7. Handling Charge. Goods supplied in accordance with the Buyer’s order may
later be returned to the Seller at the Seller’s discretion provided the return is
pre-authorized, in writing and the merchandise is unused, in original packages,
unaltered, clean and no older than 60 days from the date of shipment by the
Seller. The Buyer will be required to pay to the Seller a handling charge of 15%
of the purchase price of the returned goods. A copy of the original invoice for the
merchandise must accompany all returns.
8. Delivery. (a) Any delivery dates quoted are approximate only and the Seller shall
have no liability for any delays in delivery. (b) Unless provided otherwise, delivery
of the goods shall be made when the Seller has notified the Buyer that the goods
are ready for dispatch. Regardless of the method of delivery, delivery shall be
made F.O.B. Seller’s plant, where the risk of loss shall thereupon pass to the Buyer
upon the Seller’s delivery to a carrier. Notwithstanding that the Seller’s prices are
ex-works, the Seller is prepared by special contract to procure carriage or freight
and insurance on behalf of the Buyer and at Buyer’s cost in which event the Seller
shall be under no liability for damage in transit or loss or damage to the goods
beyond the point at which the Seller contracts to deliver the same. (c) Seller will
not make drop shipments.
9. Inspection and Rejection. (a) The following provisions shall apply in relation
to all deliveries of goods: the Seller shall not be held liable for any claims of
damage in transit, shortage of delivery or loss of goods, unless in the case of
shortage of delivery, a separate notice in writing is given to the carrier concerned
and to the Seller within three (3) days of the receipt of the goods, followed by a
complete claim in writing within five (5) days of receipt of the goods and in the
case of loss of goods, a separate notice in writing is given to the carrier concerned
and to the Seller and a complete claim in writing made within thirty (30) days of
the date of consignment. The Buyer must inspect the goods on arrival from the
carrier, however, where goods are accepted from the carrier concerned without
being inspected, the delivery book of the carrier concerned must be signed “not
examined”. The Seller shall have the right to inspect the goods at the Buyer’s
premises in respect to any such claims made by the Buyer and the Buyer shall
retain such goods until the Seller has inspected such goods or until the Seller has
notified the Buyer that the Seller does not wish to inspect such goods. Any breach
of these conditions in this provision shall serve as a waiver to any claim brought by
the buyer. (b) Without prejudice to the Seller’s other rights, should the Buyer fail for
any reason to send the Seller forwarding instructions within ninety (90) days after
the date of the Seller’s notification that the goods are ready for dispatch or to accept
delivery of the goods, the Seller shall be entitled at the Buyer’s risk and expense to
store the goods and/or to procure or effect storage of the goods elsewhere. Goods
so stored shall be paid for as if they had been dispatched and/or accepted.
10. Special Tooling. Where it is necessary for the Seller to manufacture or to
purchase special tooling, including without limitation tools, dies, jigs, mandrills,
fixtures, molds, and patterns in order to execute a contract, the Buyer will be
charged with a proportion of the cost of such special tools. Such special tooling
shall be and remain the Seller’s property notwithstanding payment of any charges
made by the Buyer. In no event will the Buyer acquire any interest in apparatus
belonging to the Seller which is utilized in the manufacture of the items sold
hereunder, even if such apparatus has been specially converted or adopted for
such manufacture and notwithstanding any charges paid by the Buyer therefore.
Unless otherwise agreed, the Seller shall have the right to alter, discard or otherwise
dispose of any special tooling or other property in its sole discretion at any time.
11. Test and Performance. (a) The Seller’s goods are, where practicable, submitted
to the Seller’s standard test before delivery. If special tests are required, these shall
be made at the Seller’s premises unless otherwise agreed, and will be subject to an
extra charge. (b) The Seller accepts no liability for failure to attain any performance
figures quoted by the Seller unless the Seller specifically has guaranteed them with
an agreed sum as liquidation damages and the Buyer has suffered actual loss by
reason of the failure to attain the figures quoted. (c) Any particulars of weights and
measurements, power and consumption, power output or performance relating
to the goods and like matters furnished by the Seller to the Buyer in the Seller’s
catalogs, literature or otherwise, are approximate and are intended only to present
a general idea of the goods to be supplied and unless previously agreed specifically
in writing shall not form part of the Agreement.
12. Buyer’s Property. Any designs, tools, patterns, materials, drawings, confidential
information or equipment furnished to the Seller by the Buyer, or any other items
John Guest USA, Inc. Terms & Conditions of Sale
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