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Purchase Order Terms and Conditions

GENERAL TERMS & CONDITIONS OF SALE

Unless otherwise indicated within the details of this quotation/proposal, the following General Terms & Conditions shall apply:

PRICING NOTE – Tariffs and Duties Disclaimer

Prices quoted herein are exclusive of any present or future tariffs, duties, import taxes, or government-imposed fees of any kind, including those assessed by the United States upon importation of raw materials, components, or equipment sourced from outside the U.S. Should any such charges be imposed or increased after the date of this Proposal, Seller reserves the right to pass through the full amount of such charges to Purchaser as a separate line item. These charges shall be payable in full with final payment or as otherwise invoiced by Seller. Unless expressly stated otherwise in the Proposal, no tariffs or duties are included in the quoted price. Seller may, at its sole discretion, select the mode and routing of transportation for any freight included in its scope. All prices are based on FOB (Free on Board) Seller’s facility, with freight charges additional unless otherwise noted. This quotation is valid for 30 days from the date of issue and is firm for shipments made within 90 days of the Proposal date. Shipments scheduled beyond 90 days are subject to price adjustment based on applicable U.S. labor and material indices.

  1. PROPOSAL ACCEPTANCE – This proposal is offered for acceptance within fifteen (15) days from thedate,after which it is subject to confirmation by the Seller and made with the understanding that if acceptedby the Buyer the following conditions are agreed to:Any orders based on this Proposal and the contract ofpurchase and sale resulting from acceptance of the Proposal,either by delivery of a purchase order to Seller orby any order,act,or conduct by Buyer,shall be governed solely by,and subject to,the Terms and Conditions ofSale set forth herein. No modifications or additions to the Terms and Conditions of Sale shall be effected bySeller’s receipt of acknowledgment of a purchase order,or printed forms attached thereto. In the event ofa conflict between the Terms and Conditions herein and terms set forth in any writing between Buyer and Seller,the conflicting terms shall be null and void. Furthermore,Seller shall not be bound in any way by anyoffer, acknowledgment, confirmation, or representation or averment by Seller, whether written or oral, by Buyer, however transmitted, and regardless of any oral or written indication by Seller of approval or acceptance there of,it being the agreement of the parties that any such indications by Seller shall be deemed preliminary and non-binding and subject to final approval evidenced by a signature of an executive officer of Seller. Sellershall not be obligated by any promises,conditions,or terms made by the representatives or salespeople ofSeller.
  2. RESPONSIBILITY – Seller shall not be held responsible for any loss,damage or delay caused byForce Majeure (defined below). Authorization by Buyer to ship the apparatus and equipment shall constitutea waiver of all claims for loss and damage due to delay. The equipment furnished hereunder is to operate underconditions specified herein,which conditions Buyer is to supply and for which conditions Buyer is to assumefull responsibility. Seller’s responsibility is limited to that specifically stated herein. Buyer will assumefull responsibility for any loss or damage resulting from the operation of the apparatus. Seller assumesno responsibility for any auxiliary apparatus or work in connection with the equipment furnished hereunder,notwithstanding that Seller may have submitted recommendations pertaining hereto.
  3. MATERIALS AND WORKMANSHIP – Unless otherwise stated herein,Seller will repair or replace,atits option,without charge at FOB point of shipment,any parts of its manufacture proven under Seller’sexamination to be defective in material and workmanship when furnished,provided a claim is made within twelve(12) months after installation or eighteen (18) months after shipment,whichever comes first. Buyer mustprovide Seller with the installation date within sixty (60) days after installation and start-up iscompleted. Deterioration or wear occasioned by chemical,abrasive,or excessive heat shall not constitutedefects. This warranty is limited to repair or replacement and excludes the cost to remove and re-install suchparts or equipment and all transportation costs. Equipment and accessories not manufactured by Seller arewarranted only to the extent they are warranted by their manufacturer and to the extent such warranties areassignable by Seller to Buyer. This warranty does not cover any product which,in the judgment of Seller,hasbeen subject to misuse,neglect,or improper maintenance;which has been repaired or altered outside Seller’splant in any way that may have impaired its safety,operation,or efficiency;nor any product which has beensubject to accident or operated in excess of design limitations. This warranty is limited to repair orreplacement and does not include incidental or consequential damages,loss of production,downtime,expenses,orloss of profit.
If any material, as furnished by the Seller is alleged by the Buyer to be defective or incorrectly manufactured and is rejected by the Buyer, the Buyer shall promptly notify Seller, and said Seller shall have the option of replacing or correcting, within a reasonable time, any defective material or fault in manufacture, at Seller’s own expense, or reimbursing the Buyer the agreed cost of such replacement or correction. Buyer shall not furnish any material or do any work for the Seller’s account without specific authorization and a definitive written agreement from Seller as to the consideration, and in no case shall the Seller be liable for more than the price charged for such material as may prove defective, and no payments shall be withheld by Buyer pending adjustment of liability or amount of cost of alleged errors.

THE ABOVE-STATED WARRANTY IS THE ONLY WARRANTY MADE BY THE SELLER. SELLER HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, GIVEN IN CONNECTION WITH THE SALE OF THE GOODS SOLD HEREUNDER.

  1. INSURANCE – Buyer will,while any part of the purchase price of said installation remainsunpaid,maintain sufficient fire insurance,including extended coverage endorsements on apparatus and equipmentshipped to Buyer to Seller hereunder,to fully reimburse Seller in case of loss or damage by fire.
  2. TITLE AND RISK OF LOSS – Title shall pass to the Buyer upon delivery of the equipment to thecarrier at the point of shipment and the Buyer shall assume all risk of loss and damage thereafter. Buyeracknowledges that the products and deliverables under these Terms and Conditions may contain the intellectualproperty of Seller (the “Seller IP”). Buyer acknowledges that it has no interest in the Seller IP exceptas provided herein and will not take any action to patent or otherwise claim an interest in the Seller IP.Seller hereby provides a perpetual,worldwide,royalty-free,non-assignable,non-exclusive license to use anySeller IP incorporated into the products and deliverables as contemplated in any applicable purchase order orspecifications.
  3. ACCESS – Authorized representatives of Seller acceptable to Buyer shall have access at allreasonable times to the installation for observing and adjusting the operation thereof.
  4. TIME OF SHIPMENT – Statements as to expected dates of shipment represent Seller’s bestjudgment,but shipment on those dates is not guaranteed. The time of shipment shall be determined from date ofreceipt by Seller of all information necessary to enable Seller to proceed with its work.
  5. SUBCONTRACTING – Seller reserves as its prerogative the option to subcontract all or any portion of work under contract.
  6. TAXES – The prices shown do not include any taxes (sales,excise,use,etc.) or any othergovernmental charges. Any charges or taxes applicable to the order will be paid by the Buyer except wherespecifically exempt by a certificate.
  7. TERMS OF PAYMENT – Unless specific other terms of payment are specified in this quotation orshown on the order acknowledgment,payment shall be due thirty (30) days from date of invoice. If shipment isdelayed by the Buyer,payment shall be due thirty (30) days from date Seller is ready to ship. If manufacturingis delayed by Buyer,partial shipment is to be made based on the acknowledged price and a percentage ofcompletion at time of notification of delay. If in the judgment of Seller,the financial condition of the Buyeris changed and a time of construction or shipment does not warrant the terms shown on the acknowledgment,Sellermay require full or partial payment in advance of construction and shipment of the order. Seller may requireimmediate payment for partial shipments,on a pro-rata basis,or for shipments delayed by Buyer. Interest onoverdue payments shall accrue at the rate of 1-1/2% per month until payment in full of the outstanding account,including payment of all interest accrued thereon,has been made.
  8. CANCELLATION – Buyer may only cancel this order by written notice to Seller and not relieveBuyer of his obligations to accept and pay in full for Goods previously delivered or ready to ship. Any ordercanceled in respect to all or part of the Goods not then shipped is subject to an equitable adjustment betweenthe parties,not less than costs incurred plus 10% of the remaining contract value,for work or materials inprogress,to recover reasonable overhead and lost profit opportunities.
  9. FIELD WORK – Unless otherwise noted,the following terms apply to all work to be performed atBuyer or third-party sites:(A) All work will be performed by open shop labor. Any union dispute will bethe responsibility of Buyer. Any standby time resulting from such disputes will be billed at full rates;(B) Pricing only includes safety orientation meetings of no more than one (1) hour duration scheduled on thefirst workday. Attendance at meetings of greater than one (1) hour duration or not scheduled on the firstworkday will be invoiced at full rates. Any safety orientation that must be attended by a Sellerrepresentative prior to the beginning of outage work will be billed at full rates;(C) Drug tests and pulmonaryfunction tests,if required by Buyer or end user,will be billed at cost plus 10%;(D) It is the responsibilityof the Buyer to inform Seller of any flammable coating,residue,contaminants,hazardous materials,etc. thatmay be present within or around the housings,ductwork or any area where Seller work is to be performed or whereSeller personnel may be present. It is the responsibility of the Buyer to remove and/or clean up anyhazardous materials prior to Seller beginning work;(E) field Installation pricing presumes that all necessaryaccess will be made available to Seller crews as needed to complete work as detailed herein;impediments suchas,but not limited to,scaffolding,contractor tools,and/or cranes set in place by others that prevent or slowSeller field crews from completing their tasks will result in additional charges in the amount of time lost;(F)in performing the removal and installation of equipment,Seller crews will be following our normal industryaccepted rigging and lifting procedures. Our standard procedures are also governed by our company safetyregulations and procedures. The pricing and scheduling of this project is based on the Seller crewsutilizing our standard procedures and policies to safely complete this project. Should the customer(Safety Group,Engineering,EPC or other contracted third party) require our crews to follow other policies,procedures,lifting or rigging plans (and/or require engineering-certified lifting plans &additionalequipment),then the additional man-hours and other associated costs will be performed on a T&M basis andwill be invoiced based on the actual hours and expense required by these changes in procedures;and (G) it isthe customer’s responsibility to supply the required lubrication for all rotary equipment Seller can recommendthe lubrication type if needed,and Seller will install customer-supplied lubrication upon request if our crewsare onsite installing/maintaining equipment. Nevertheless,it is ultimately the customer’s responsibilityto supply and ensure proper lubrication levels prior to running the equipment.In the event any services arerequired at Buyer’s property or other location specified in the Proposal,the Buyer will remove all debris andobstructions at its own risk and cost to provide Seller with a clean and safe working environment.
  10. REPLACEMENT PARTS – If this agreement is for replacement parts,Buyer warrants that theoriginal components in which these replacement parts will be placed are in satisfactory working condition,andwhen said replacement parts are installed,the resultant installation will operate in a safe manner,at speedsand temperatures for which the original equipment was purchased.
  11. SAFETY ACCESSORIES – Customer understands that Seller manufactures multifunctional goods thatmay or may not require safety devices,depending on the use and location of the goods. Customer warrants that ithas determined what safety devices,including warning devices and notices of danger,should be placed on thegoods sold hereunder,and further warrants that it has either purchased these from Seller or from anothersource.
  12. ASSIGNMENT – Neither party may assign its rights or liabilities under the contract arising fromthe Proposal without the express written consent of the other,provided that Seller may assign its rights andliabilities to its associated,subsidiary,or affiliated companies without the consent of the Buyer.
  13. INSPECTION AND ACCEPTANCE OF WORK – Buyer shall have a period of twenty (20) days from date ofdelivery to examine and inspect all equipment and goods shipped to Buyer by Selle pursuant to these terms andconditions and the Proposal to which they relate. Should the buyer determine that the equipment or other goodsdelivered fail to conform in any respect to the specifications and designs agreed upon in the Proposal,Buyershall notify Seller of such fact in writing within ten (10) days from the end of the inspection period. Failureto timely inspect or failure to timely notify the Seller of any claimed defects shall constitute acceptance ofthe services,equipment,and goods by Buyer,precluding any subsequent effort by Buyer to reject said items ofwork. These inspection rights granted to the Buyer shall not affect in any way the time payment of the fullprice for the services,equipment,or goods is due under these terms and conditions and the Proposal to whichthey relate.
  14. DELAYS – The performance of all work and delivery of all equipment and other goods hereunder issubject to delay or impossibilities resulting from strikes,governmental actions or regulations,accidents,delays or stoppages in transportation,inability to obtain necessary services,materials,or products from usualsources,or any other causes beyond the Seller’s control. Delays caused by or at the request of the Buyer willbe documented,invoiced,and charged to the Buyer as additional labor,overhead,and material in accordance withSeller’s then-current rates. Buyer shall,in the event of such delays,pay interest to Seller on all amountswhich would otherwise be due to the Seller for the entire period of the delay,with interest of such amounts toaccrue at the highest non-usurious rate. Buyer shall also pay a storage cost to Seller for such a period ofdelay in accordance with Seller’s current standard rate.
  15. CHANGES IN WORK – Should the Buyer request any changes in the work for any reason,Seller shallhave the right to adjust the contract price or delivery date or both and advise the Buyer accordingly. Uponissuance of adjustment notification to Buyer,the Seller shall not proceed with the work until writtenauthorization is received and accepted by Seller.
  16. FORCE MAJEURE – Seller shall not be responsible or liable for any loss,damage,detention,ordelay caused by Seller’s inability to secure materials or complete installation work,or by reason of an Act ofGod,pandemic,fire,flood,inclement weather,explosion,war,riot,lock-out,strike,labor dispute,action istaken or omitted in voluntary or involuntary compliance with any laws or by any cause beyond the reasonablecontrol of Seller or its suppliers (“Force Majeure”). In the event of a delay due to any such cause,the date ofdelivery or job completion shall be extended by a period equal to the time lost by reason of such delay.
  17. LIMITATION OF LIABILITY – Notwithstanding anything herein to the contrary,Seller’s obligationsand liability shall be limited to the order value of any accepted order from Buyer. Buyer hereby agrees toindemnify and release Seller for any claims based on products or strict liability,or intellectual propertyinfringement,where such claim is based on a design requested or required by Buyer in any product plans,specifications,drawings,or other writings delivered by Buyer to Seller.