Specifications

56
Terms & Conditions
1 . AGREEMENT. The contract of sale resulting from Seller’s documentation together with these terms and conditions (“Contract”) constitutes the entire agreement be-
tween the parties hereto, except as modified in writing signed by both the Seller and Purchaser. The Seller is Pulsafeeder, Inc. and the Purchaser is identified in the Con-
tract. Any terms in a purchase order, irrespective of their materiality, which are either different from or additional to Seller’s conditions of sale, are objected to and are
excluded unless the Seller expressly agrees in writing to such terms. Execution of such forms by Seller to accommodate Purchaser’s procurement or accounting proce-
dures or to evidence agreed up on change orders shall not be construed as assent to Purchaser’s terms. Acceptance of the goods shipped shall constitute assent to
Seller’s conditions of sale. This Contract shall be binding up on Purchaser and Seller, and on their successors and assigns.
2 . PROPOSAL OR QUOTATION. A proposal shall not become binding up on Seller until it has been executed and returned by Purchaser. An oral quotation shall not be
considered an offer: only a written confirmation thereof incorporating Seller’s terms and conditions shall constitute an offer.
3 . CREDIT. Credit terms of payment must have the approval of Seller’s Credit Department and must be specified in writing on Seller’s invoice or in the Contract. If Pur-
chaser’s credit is found by Seller to be unsatisfactory . Seller may rescind or terminate this Contract. If at any time during the term of this Contract Purchaser’s financial
responsibility becomes impaired or unsatisfactory to Seller, Seller reserves the right to stop shipment on notification to Purchaser, project owner and surety with a de-
mand for payment in advance or at time of delivery for future deliveries or to require other security satisfactory to Seller and in the absence thereof, to cancel the unfilled
portion of the Contract. Seller will notify Purchaser promptly of its decision to stop shipments and give an advance notice to the extent this is possible. In the absence of
credit terms, sales are for cash.
4 . PAYMENT. Specific terms of payment for this order shall be set forth on the reverse side of this Contract or identified and appended hereto. Purchaser agrees to make
payment at Seller’s location specified in this Contract in lawful money of the United States. Purchaser further agrees to make all payments when due to Seller in accor-
dance with the agreed terms of payment in this Contract without reference to Purchaser’s agreement with or payments by the owner and with no right of retention.
5 . INTEREST AND COSTS. Purchaser agrees to pay interest at 1.5% per month (to the extent permitted by law) on all delinquent balances if and when assessed by
Seller, and any attorney’s fees or court costs arising out of and made necessary in collection of its obligation to Seller created by this Contract.
6 . TAXES. Any federal, state or local tax assessment, fee, duty or charge hereafter imposed on or measured by the products purchased hereunder shall be for Pur-
chaser’s account unless Purchaser furnishes Seller an acceptable exemption certificate from such tax, fee, duty or charge prior to shipment.
7 . FORCE MAJEURE. Seller shall make delivery in accordance with the terms of this Contract or within a reasonable time in the absence of any commitment, but Seller
shall not be liable for delays or defaults in delivery caused by floods, fires, storms, or other acts of God, by war or act of public enemy (or civil disturbance), strikes, lock
outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, transportation service or equipment shortages or failures, action of any gov-
ernmental authority or other conditions beyond Seller’s reasonable control.
8 . CANCELLATION. If Purchaser desires to cancel or change any portion of this Contract, he must make such request in writing to Seller. Seller may, in its sole discre-
tion, accept or reject any such request. If accepted, the Purchaser nonetheless must take delivery and make payment to Seller for all material manufactured and in proc-
ess of manufacture at time of notice, and all special materials ordered at time of notice and for which Seller must take delivery , unless otherwise agreed by Seller in
writing. All such materials must be removed from Seller’s premises within 30 days after payment and payment will due at time of notice. Seller also reserves the right to
make a cancellation charge in the event of cancellation by the Purchaser of an order p laced in Seller’s shipping schedule and acknowledged by Seller.
9 . INSPECTION AND TESTING . Seller’s standard specifications and tests apply to all orders. All charges for inspections or tests not regularly furnished are for Pur-
chaser’s account and subject to prior negotiation. All inspections shall be conducted at Seller’s plant, and failure of Purchaser to avail himself of inspection privileges shall
be deemed
a waiver of such privileges.
1 0 . PRICES. Prices are subject to change without notice. Orders based on published prices and accepted for scheduled shipment will be invoiced at Seller’s applicable
price in effect on the scheduled date of shipment, unless otherwise specifically noted on the order acknowledgment. All prices will be in accordance with applicable gov-
ernment regulations. Orders specifying palletizing or special packaging will involve special charges.
1 1 . DELAYS. All orders are accepted subject to Seller’s ability to make delivery at the time and in the quantities specified, and Seller shall not be liable for damages for
failure to make partial or complete shipment or for any delay in making shipments. Purchaser shall be liable for any added expenses incurred by Seller because of Pur-
chaser’s delay in furnishing requested information to Seller, delay resulting from order changes by Purchaser, or delay in unloading shipments at delivery point.
1 2 . SHIPMENT. Seller will select method of shipment and routing when transportation charges are for account of Seller. When shipping instructions are specified by the
Purchaser, all costs will be for the account of the Purchaser. The foregoing includes, but is not limited to, carriers charges for notification prior to delivery, demurrage,
delay in unloading, diversion, or reconsignment.
1 3 . TITLE. Title to products transfers up on delivery to Purchaser at the F.O.B. point of delivery which will be clearly set forth in the shipment terms of this Contract. On
receipt of title, Purchaser is then responsible for proper protection of product, placement, compliance with all regulations and ordinances, and will indemnify Seller against
all claims for personal injuries or property damage arising from the storage, use or handling of such products.
1 4 . IN TRANSIT CLAIMS. Claims for damage or shortage in transit must be made against the carrier by the owner of the shipment according to the F.O.B. terms of the
Contract. Purchaser has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is
made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim.
1 5 . CLAIMS. Notice of Claims against Seller hereunder for any reason, must be made to Seller in writing promptly after discovery and within any applicable warranty
period. Failure to give such notice to Seller shall constitute a waiver by Purchaser of any right later to assert such a claim.
1 6 . RETURNS. Returned goods shall be accepted for credit only if in salable condition and only with evidence of Seller’s prior written consent. Seller will assess charges
for freight both ways and any costs necessary to restore such goods to the regular plant inventory . The amount of credit given will depend further up on the degree of
salability of products accepted in opinion of Seller.
1 7 . PATENTS. Seller agrees to defend, and to protect Purchaser against loss or damage arising out of any legal action for patent infringement in connection with the
manufacture of its products sold to Purchaser, provided Seller is notified promptly of any such action with complete information and is given an opportunity to defend.
1 8 . WARRANTY : LIMITATION OF LIAB ILITY . Seller warrants title to each individual product sold under this Contract and further warrants for a period of twenty-four
(24 ) months from ship date, but only to the extent and limit of the purchase price paid for such individual product, that such product conforms to the specifications set
forth in the Contract and is free from defects in material and workmanship under normal service and use for which it was designed. Seller’s sole obligation and Pur-
chaser’s exclusive remedy under this warranty shall be limited to one of the following, as selected by Seller: delivering to Purchaser a replacement for any product or part
thereof determined by Seller to be defective, repairing such product or part, or refunding the purchase price (or an equitable portion thereof) paid for such product or part
by Purchaser. SELLER MAKES NO WARRANTY OF FITNESS OR MERCHANTABILITY, AND NO OTHER WARRANTY, WHETHER EXPRESS OR ARISING BY OP-
ERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE IMPLIED SHALL EXIST IN CONNECTION WITH SELLER’S PRODUCTS OR ANY
SALE OR USE THERE OF. Purchaser must notify Seller promptly and within the warranty period of any claim under this warranty. Seller’s warranty extends only to the
first purchaser of a product from Seller or Seller’s authorized distributor. All goods not manufactured by Seller are warranted only to the extent of the warranties of the
original manufacturer. Seller disclaims any liability arising from tort, including strict liability , and Seller further disclaims any liability (whether arising under this or any
other provision of this Contract or otherwise) for any costs (including costs of removal or replacement), liabilities, lost profits, loss of good will or any other general, spe-
cial, incidental or consequential damages incurred by Purchaser in connection with this Contract or any product purchased there under.
1 9 . LAW . This order shall be governed by and shall be construed by the law of the State of New York .
2 0 . GOVERNMENTAL REGULATIONS. Seller warrants that no code, law, regulation or ordinance of the United States, a state or any other governmental authority or
agency
or any applicable Executive Order has been violated in the manufacture or sale of the items covered by this Agreement and warrants that the equipment, sup-
plies, and/or articles covered thereby conform with all such requirements.
2 1 . NUCLEAR FINANCIAL PROTECTION. Purchaser agrees to procure and maintain, as available to it, nuclear energy liability insurance, in a form of policy approved
by the Nuclear Regulatory Commission, and protection, as available, against liability for nuclear incidents not covered by such insurance through an indemnity agree-
ment, as provided in Section 170 of the Atomic Energy Act of 1954, as amended, or any succeeding comparable statutory provision, and the regulations thereunder. Such
financial protection shall be effective prior to the time any equipment purchased from us is used or installed at or in connection with any nuclear facility and shall cover us
an insured party . To the extent that such financial protection is not suitable to Purchaser. Purchaser agrees to use its best efforts to cause such financial protection to be
obtained by eligible parties. We will cooperate with Purchaser and representatives of the nuclear energy insurance syndicates in complying with all underwriting require-
ments and with those insurance recommendations which may be mutually agreed up on. Notwithstanding any representations or warranties made by us elsewhere in
these conditions of sale, we shall not be responsible for any bodily injury or property damage liability or any other public liability for any nuclear incidents, whether or not
in respect of or arising in connection with use or installation of our equipment at any nuclear facility or in connection with any such facility . Purchaser hereby assumes
any liability which might otherwise be imposed up on us and agrees to indemnify us and hold harmless from any such liability and costs or expenses in connection
therewith.