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Terms of service

STANDARD TERMS AND CONDITIONS OF SALE FOR FILTERS, EQUIPMENT AND PARTS

  1. PRICE: All prices are quoted F.O.B.  Seller’s Trenton, South Carolina facility (or F.O.B. any other facility used by Seller or any other subcontractor of Seller as a point of shipment), and unless otherwise agreed in writing and except for Seller’s internal costs with respect to inspection and compliance with governmental laws and regulations, do not include any cost of freight, insurance, special packaging or installation, any costs of inspection, permits or other compliance with governmental laws and regulations, any sales, use, excise, customs or other taxes, duties or fees, or any other charges, all of which must be  paid by Purchaser.  In the event Seller includes any such charges in the price herein, Seller may adjust such charges at any time prior to payment thereof by Seller on Purchaser’s behalf in respect of any applicable changes in governing laws or regulations, and Purchaser agrees to pay any such additional charges incurred as a result of any such adjustment.  Any taxes which Seller may be required to pay or collect under any existing or future law, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Purchaser who shall promptly pay the amount thereof to the Seller upon demand, unless Purchaser provides Seller with a properly executed certificate representing that Seller is not required to collect any such taxes.  Purchaser will indemnify and save Seller harmless from any liability, penalties or expenses incurred by Seller as a result of its reliance upon such certificate.
  2. PAYMENT TERMS:
  3. A) Unless other terms are specified, pro rata payments shall become due as shipments are made.  If shipment is delayed by Purchaser, date of readiness for shipment shall be deemed to be date of shipment for payment purposes.  If manufacture is delayed by Purchaser, a payment shall be made based on purchase price and percentage of completion, balance payable in accordance with the terms as stated.
  4. B) If retention of part of the purchase price is provided for herein, such shall be subtracted from final invoice(s).  If the event upon which payment of the retained amount is based is delayed through no fault of the Seller, the retained amount shall be paid within 60 days after final shipment.
  5. C) If in Seller’s judgment, Purchaser’s financial condition at any time does not justify terms specified, Seller may require full or partial payment as a condition to commencing manufacture, or in advance of shipment, or if shipment has been made, recover the equipment from the carrier.
  6. D) If payments are not made in conformance with the terms stated herein, the contract price shall, without prejudice to Seller’s right to immediate payment, be increased by 1.5% per month on the unpaid balance, but not to exceed the maximum amount permitted by law.
  7. DELIVERY: Products are sold F.O.B. Seller’s Trenton, South Carolina facility (or F.O.B. any other facility used by Seller or by any subcontractor of Seller as a point of shipment).  Unless otherwise agreed in writing, Seller may select a method of, and arrange for, transportation to final destination.  The delivery date specified on the face hereof represents Seller’s estimate of the time of delivery and is based, in part, on information supplied by Purchaser.  Accordingly, Seller will attempt in good faith, but does not guarantee or covenant, to deliver such products by such estimated delivery date; and Seller shall not be obligated to take any extraordinary steps to meet such delivery date (including the use of overtime labor) nor shall Seller be liable for any damages suffered by Purchaser as a result of Seller’s inability to meet the estimated delivery date.
  8. CANCELLATION, SUSPENSION, OR DELAY: After acceptance by Seller, Purchaser’s order or contract is not subject to cancellation, suspension, or delay by Purchaser except upon payment by Purchaser of appropriate charges which shall include all costs incurred and commitments by Seller to date of cancellation, suspension, or delay, plus a proportionate charge for overhead and profit.
  9. WARRANTY:
  10. A) Seller warrants its Filter Fabric products and material to be free from defects in material and workmanship, and its liability and obligations under this warranty are limited solely to repairing or replacing defective products or material after due notice thereof.  Failure on the part of the Purchaser to object or reject products or material delivered hereunder within one (1) year of shipment thereof shall constitute acceptance of the same as complying with all terms and specifications of Purchaser’s order and a waiver by Purchaser of all claims hereunder on account of alleged errors, shortages, inferior workmanship or material, breaches of warranty or otherwise.  Material may not be returned without the consent of Seller.
  11. B) Seller warrants equipment sold hereunder against defects in workmanship and material under normal use and service excluding erosion or corrosion for a period of one (1) year from date of shipment to Purchaser except components not manufactured by Seller which will bear only the warranty of the manufacturer.  Purchaser shall promptly report all asserted defects in the equipment to Seller and shall afford Seller a reasonable opportunity to inspect all asserted defects.  Seller’s entire liability, whether under warranty, contract, negligence, or otherwise, shall be limited to repair or replacement of the equipment found to be defective in workmanship or material within one (1) year from the date of shipment to Purchaser, labor included, at such location as may be determined in the sole discretion of Seller with Purchaser responsible for all such delivery and related expenses, and such shall be Purchaser’s exclusive remedy.
  12. C) THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES AND ALL WARRANTIES OF MERCHANTABILITY OR OTHERWISE, EXPRESSED OR IMPLIED IN FACT OR BY LAW, AND STATE SELLER’S ENTIRE AND EXCLUSIVE LIABILITY FOR ANY CLAIM OR DAMAGES IN CONNECTION WITH THE SALE, DESIGN SUITABILITY OR FITNESS FOR USE, INSTALLATION OR OPERATION OF THE EQUIPMENT COVERED BY THIS AGREEMENT.
  13. D) Purchaser shall be liable for and indemnify Seller against any and all claims, losses, or causes of action or judgments of any kind arising from or on account of personal injuries or death or damages to property resulting from or caused by Purchaser’s negligent or improper installation, operation or maintenance of the Equipment.
  14. LIMITATION OF LIABILITY: ANYTHING ELSEWHERE HEREIN OR IN PURCHASER’S ORDER EXPRESSED OR IMPLIED TO THE CONTRARY NOTWITHSTANDING SELLER SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT OR ANY LEGAL THEORY.
  15. CLAIMS: Any action for breach of contract or warranty, strict liability or based on negligence must be commenced within one (1) year after the action has occurred and any recovery therefrom will be limited to the replacement F.O.B. Seller’s plant of equipment and parts therefor as determined by Seller’s list price applicable on the date of any recovery.  Seller will not be liable for any other loss or expenses or consequential or special damages, including, but not limited to, liabilities for negligence or arising from Federal, State or local governmental action.

 

  1. LAW GOVERNING: This contract and affiliated obligations and any action arising thereunder will be governed by and construed in accordance with the laws of the State of South Carolina.  The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
  2. ENTIRE AGREEMENT MUST BE IN WRITING: The entire agreement of Seller and Purchaser is expressed exclusively in the terms, covenants and conditions implicit or set forth in Purchaser’s purchase order to the extent agreed to in Seller’s acceptance and in Seller’s acceptance thereof.  No agent, representative or employee of Seller has authority to agree, represent or warrant otherwise, except Seller’s officers or product managers, and then only in writing.  Any changes to Purchaser’s purchase order or Seller’s acceptance thereof must be in writing and signed or initialed and dated by the party to be obligated thereby.
  3. STORAGE: Any item of the product(s) on which manufacture or delivery is delayed by causes which affect Purchaser’s ability to receive the product(s) may be placed in storage by Seller for Purchaser’s account and risk.
  4. TITLE AND INSURANCE: Title to the products delivered hereunder shall pass to Purchaser at the time of F.O.B. delivery to carrier, and Purchaser agrees to assume all risk of loss at that time.  Purchaser hereby grants to Seller a security interest in all such products sold hereunder to secure payment of all sums due Seller hereunder.  Purchaser agrees to execute promptly any financing statements or further documents Seller deems necessary to perfect its security interest and to perform all other acts necessary for the perfection and preservation of such security interest.  Purchaser further agrees to protect Seller’s interest by adequately insuring the product(s) against loss or damage from any external cause with Seller named as the insured or co-insured.
  5. CONFORMANCE TO FEDERAL OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA): Seller’s equipment is designed in principle to meet the general conditions for safety as required by OSHA.  However, because of the general and often subjective nature of OSHA requirements and because the proper installation and operation of the equipment will have significant effect on compliance with any such requirements, Seller does not warrant or guarantee expressly or implicitly that Seller’s equipment conforms in all respects to OSHA requirements.
  6. ADDITIONS OR MODIFICATIONS: Any additions or modifications to the equipment, materials, erection drawings, etc. will be at Purchaser’s expense.  No additions or modifications will be made without prior written authorization of Purchaser.
  7. PROPOSAL: Proposal prices are firm for thirty (30) days from date of quotation.
  8. PERSONNEL CHARGES: Charges for Seller’s field service personnel shall be at its current per diem rate, plus travel and living expenses.
  9. CONFIDENTIAL INFORMATION: All information, drawings, plans and specifications furnished by Seller are agreed by Purchaser to remain Seller’s property and to be confidential and they shall not be used by Purchaser or divulged to third parties except as unavoidably necessary to install, use and maintain the items and materials supplied by Seller.
  10. ACCEPTANCE OF CONDITIONS: Failure on the part of Purchaser to object in writing to any of the aforesaid conditions within 10 days after date of Seller’s acknowledgment and acceptance of Purchaser’s order shall constitute acceptance of the same as part of this contract.  Seller rejects and objects to any different or additional terms or conditions of Purchaser to which Seller has not specifically and expressly agreed in writing.
  11. FORCE MAJEURE: Each party shall be excused from the duty to render timely performance of any obligation hereunder if any such inability to perform is caused directly or indirectly by act of God, flood, war, riot, fire, accident, explosion, strikes or labor trouble, act of government, delay or default by subcontractor or supplier of materials or services, transportation difficulty, the existence of any circumstance making performance commercially impracticable or any other cause beyond the party’s reasonable control; provided, however, that the obligation to make any payment due and owing hereunder shall not be excused for any reason whatsoever.
  12. ARBITRATION: Any controversy or claim arising out of or relating to this purchase or the performance or breach hereof shall be settled in Columbia, South Carolina, by arbitration in accordance with the Commercial Rules of Arbitration of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.  The parties consent the jurisdiction of the state and federal courts in South Carolina for all purposes in connection with such arbitration.  The parties further consent that any process, notice of motion or other application to either of such courts or any judge thereof may be served by registered mail or personal service outside the State of South Carolina, provided a reasonable time for appearance is allowed, or in such other manner as may be allowed under the rules of such courts.