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Terms of Use
Garlock Sealing
Technologies
STANDARD TERMS AND CONDITIONS OF SALE
UNLESS OTHERWISE AGREED TO IN WRITING, THE FOLLOWING APPLY TO
ALL SALES
1. WARRANTY. SELLER
warrants that any product of its manufacture, which upon
examination is found by a SELLER'S representative to be
defective in either workmanship or material under normal use
and service, will be, at SELLER'S option, repaired or replaced
free of charge including lowest transportation charges but not
cost of installation or removal, or have the purchase price
refunded, provided that SELLER receives written claim
specifying the defect within ninety (90) days from date of
distributor sale or one (1) year from date of factory
shipment, whichever occurs first. In no event shall SELLER be
liable for any claims, whether arising from breach of contract
or warranty or claims of negligence or negligent manufacture,
in excess of the purchase price. ALL OTHER WARRANTIES
EXPRESSED OR IMPLIED INCLUDING ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR USE ARE HEREBY
DISCLAIMED. The foregoing expresses all of SELLER'S
obligations and liabilities with respect to the quality of
items furnished by it, and it shall under no circumstances be
liable for consequential, collateral, or special losses or
damages.
2. ORDER ACCEPTED BY
SELLER .
a. All orders received from BUYER are subject to acceptance by
SELLER, unless quotation specifies that it is a bid in
response to an invitation for bids in which event the order or
award shall constitute acceptance of the bid in accordance
with the bid terms.
b. Terms and conditions on the BUYER'S order form, at variance
with terms and conditions stated herein, are binding upon
SELLER only if specifically accepted by SELLER in writing.
c. Orders accepted by SELLER cannot be cancelled by BUYER
except with SELLER'S written consent and upon terms that will
indemnify SELLER against loss.
3. QUANTITY VARIANCES.
SELLER reserves the right to ship and BUYER agrees to accept
an under-or over-run of any quantity up to and including 10%,
in the case of Gaskets and Rings, or 5% in the case of any
other products of the quantity ordered by BUYER.
4. SAMPLES. In the event
samples are furnished BUYER, SELLER will not assume any
liability in connection with the furnishing or use thereof and
there will be no agreement of warranty collateral to, or
affecting, the furnishing of such samples.
5. PRICE AND PAYMENT.
a. Unless otherwise stated, legal delivery and prices are
F.O.B. SELLER'S plant and prices do not include transportation
charges.
b. Taxes Not Included in Price: Except where otherwise
prohibited by law, all sales, excise, use or similar taxes or
charges by the federal, any foreign, or any state or local
government, which SELLER may be required to pay or collect,
shall be in addition to price stated and shall be paid by
BUYER, unless valid exemption certificate is furnished
therefore.
c. Payment: All accounts are payable within terms stated on
SELLER'S invoice. SELLER may demand payment in advance of
shipment if, in SELLER'S opinion, the credit or financial
condition of BUYER is, or is about to become, impaired.
d. Payments Where Shipments are Delayed: Where BUYER requests
delay in shipment, SELLER shall have the option of billing for
goods when ready for shipment. If material is not ordered out
within sixty (60) days after goods are ready, SELLER will have
the option of billing storage charges.
6. DELIVERY.
a. Shipping Dates: Shipping dates are approximate only and are
subject to change.
b. Unforeseen Delays: SELLER shall not be liable in damages or
otherwise for delays or failure in performance when caused by
circumstances, of every nature and description and however
arising, beyond SELLER'S reasonable control. In the event that
SELLER is unable due to any such occurrence or otherwise, to
fulfill its total commitments to all customers, BUYER agrees
to accept as full and complete performance by SELLER,
deliveries in accordance with such plan or proration as SELLER
may adopt.
c. Packaging: SELLER will provide commercial packaging,
adequate under normal conditions, to protect the goods in
shipment and identify the contents. Should BUYER request any
special packaging, it will be done at BUYER'S expense.
d. Routing: All goods will be shipped via the cheapest or most
expeditious means of transportation under the circumstances,
unless BUYER indicates otherwise. If BUYER provides no routing
instructions, SELLER shall be the sole judge of the best
method of routing shipment.
e. Claims: Claims for loss or damage in transit must be
entered and prosecuted by the BUYER.
7. SPECIAL TOOLING. All
special tooling required to produce the goods shall remain the
property of the SELLER unless specific arrangements are
otherwise made. In any case, SELLER'S responsibility is
limited to proper design, proper handling in manufacture and
storage, and adequate insurance. The BUYER is responsible for
costs resulting from: (1) alterations requested by him, (2)
major repairs or replacement caused by normal wear, (3)
additional costs incurred when new factors are introduced such
as shorter lead time and/or increased rate of delivery.
The term "Special Tooling" shall include such items
as molds, dies, forms, jigs, mandrels, fixtures, and other
special equipment, except machinery that is required to
produce the goods.
8. INSPECTION. SELLER
will inspect all goods prior to shipment and such inspection
will be adequate to meet SELLER'S standards for dimensional
and visual characteristics.
9. REJECTIONS AND RETURNS.
a. Notification to SELLER: BUYER will be deemed to have
inspected and accepted any shipment under this contract if,
within thirty (30) days after BUYER'S receipt of goods, BUYER
has not notified SELLER in writing that such goods are
rejected and the grounds therefor.
b. Return of Goods: No goods may be returned by BUYER for any
reason without SELLER'S prior written approval.
10. SPECIAL DAMAGES.
Neither BUYER nor SELLER shall make any claims for special
consequential damages.
11. PATENT INFRINGEMENT.
a. Should the goods furnished by SELLER be of such a nature
that the design therefor is supplied by BUYER, or should the
goods be labeled or marked with a trademark or trade name
requested by BUYER, the BUYER agrees to defend SELLER in any
action, either civil or criminal, brought against SELLER by
any third party, for the infringement or misuse of any such
patents or trademarks, and BUYER further agrees to hold SELLER
harmless from any damage or loss resulting therefrom.
b. As to any of the goods manufactured according to a design
or specifications not furnished by BUYER, SELLER shall
indemnify and save harmless BUYER from any claim that any use
or resale of the same in and of itself infringes any U.S.
patent or patent right if the BUYER within (30) days notifies
SELLER in writing of any such claim and gives SELLER
authority, information and assistance (at SELLER'S expense) to
dispose of such claim and to defend any suit that may be
brought against the BUYER or BUYER'S customer thereon. In that
event, SELLER will at its expense, defend any such suit and
satisfy any judgment therein to an amount not exceeding the
price paid SELLER for said goods held to infringe. If, in any
such suit, an injunction is issued against the further use of
said item or any part thereof, SELLER will at its option and
expense either procure for the customer the right to continue
using said goods, or replace the same with non-infringing
goods, or modify them so that they become non-infringing, or
remove said goods and refund the purchase price and
transportation and installation costs thereof. SELLER shall
not be liable in any respect except as aforesaid, including
without limitation, for any claim of infringement settled by
BUYER without SELLER'S consent. The foregoing expresses all of
SELLER'S obligations and liabilities as to patents.
12. GENERAL PROVISIONS.
a. Modifications of Contract: It is agreed that there is no
other contract in force between BUYER and SELLER and no
alterations shall be binding unless agreed to in writing by
SELLER. Should SELLER by any words, acts or writing, waive or
be deemed to have waived any of the provisions of this
agreement, or should SELLER fail to insist upon performance by
BUYER of one or more of the terms herein, such action or
failure on SELLER'S part will in no way be deemed to imply or
constitute a waiver of any other terms contained in this
agreement.
b. Compliance with Laws: SELLER certifies compliance with all
relevant Federal, State and local laws, including Paragraphs
6, 7 and 12 of the Fair Labor Standards Act, as amended, and
any regulations and orders issued under Paragraph 14 thereof.
c. Rights in Data: The acceptance of this order by SELLER does
not convey any "Rights in Data" as described in
ASPP9-202 or 9-203 or any amendments thereof. If "Rights
in Data" are desired, they must be the subject of
separate negotiations.
13. EXPORT CONTROLS . The commodities, materials and
related information covered by this invoice are subject to the
export control laws of the U.S. The purchaser/distributor
shall not knowingly sell, export, transfer or dispose of,
whether directly or indirectly, the commodities, materials,
and related information covered by this invoice to countries,
destinations, or end users that are prohibited under U.S. law.
Further, the purchaser/distributor shall not commit to any
order placed by or for any firm which is disallowed under U.S.
law. Any orders originating from, or which will result in
delivery to, prohibited individuals or entities located within
or controlled by any country subject to restrictions under
U.S. export control laws, may not be filled without the prior
authorization and approval of the U.S. government.
14. DISCREPANCIES. If
Distributor (BUYER) believes there are or may be any errors,
omissions or inconsistencies in the Sales Order
Acknowledgement, Invoice, or other documents related or
supplemental to its order, BUYER must submit a claim, with
satisfactory evidence in support thereof, within six (6)
months of the date of sale.
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