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<br />A UGSI SOLUTIONS COMPANY
<br />SECTION 3
<br />TERMS AND CONDITIONS
<br />1. Applicable Terms. These terms govern Seller's sale, and Buyer's purchase, of the products and/or
<br />services referred to in Seller's proposal or quotation (collectively, the "Products"). The front page of Buyer's
<br />purchase order (disregarding any reference to terms and conditions and any provisions that conflict
<br />herewith), if any, together with the description of the Products in Seller's proposal or quotation and these
<br />terms and conditions comprise the complete and exclusive agreement between the parties (the
<br />"Agreement") related to the purchase and sale of the Products. All prior communications, documents,
<br />negotiations and representations, if any, are merged herein. Whether these terms are included in an offer
<br />or an acceptance by Seller, such offer or acceptance is conditioned on Buyer's assent to these terms. Any
<br />additional, different or conflicting terms contained in Buyer's request for proposal, specifications, purchase
<br />order or any other written or oral communication from Buyer shall not be binding in any way on Seller,
<br />whether or not they would materially alter this document, and Seller hereby objects thereto. All orders are
<br />subject to prior credit approval by Seller.
<br />2. Pricing. The prices shall be: (a) as stated in Seller's proposal or order acknowledgment, or (b) if none
<br />are stated, Seller's standard prices in effect at the time of release for shipment.
<br />3. Payment. Unless otherwise stated, all payments shall be net 30 days from invoice date payable in
<br />United States Dollars. If Buyer fails to make any payment to Seller when due, Buyer's entire account(s)
<br />with Seller will become immediately due and payable without notice or demand. Buyerwill pay 1'/% interest
<br />per month, compounded monthly, on all amounts not received by the due date. Buyer hereby grants Seller
<br />a purchase money security interest in the Products until such time as Seller is fully paid. Buyer will assist
<br />Seller in taking action to perfect and protect Seller's security interest. Seller may make partial shipments,
<br />in which case, Buyer shall pay for each shipment in accordance with the terms hereof.
<br />4. Taxes, Shipping, Packing. Except to the extent expressly stated otherwise in these terms or in Seller's
<br />proposal or quotation, prices do not include any freight, storage, insurance, taxes, excises, fees, duties or
<br />other government charges, and Buyer shall pay such amounts or reimburse Seller for any such amounts
<br />Seller pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Seller with a
<br />valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, costs,
<br />and penalties arising out of same. Prices include the costs of Seller's standard domestic packing only. Any
<br />deviation from standard packing (domestic or export) shall result in extra charges. Any and all increases,
<br />changes, adjustments, or surcharges (including fuel surcharges) which may arise in connection with the
<br />freight charges, rates or classification included as part of this Agreement, shall be for the Buyer's account.
<br />5. Delivery. Products shall be delivered F.O.B. Seller's point of shipment or Ex Works Seller's point of
<br />shipment if being delivered outside the United States. All delivery dates are estimated and are dependent
<br />in part upon prompt receipt of all necessary information from Buyer, including submittal approvals, if
<br />applicable, and all required commercial documentation. Seller will make a good faith effort to complete
<br />delivery of the Products on the date and to the location specified in writing by Buyer, but Seller assumes
<br />no liability for loss or damage due to delay or inability to deliver, whether or not such loss or damage was
<br />made known to Seller. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the
<br />Products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or
<br />its agents or representatives, storage and all other additional costs and risks will be borne solely by Buyer.
<br />Any claims for Products damaged or lost in transit ("Transit Losses") must be made by Buyer to the carrier
<br />and reported to Seller within one business day following delivery to Buyer.
<br />6. Inspection and Acceptance. Buyer will have seven days from the date Buyer receives any Products to
<br />inspect such Products for defects and nonconformance which are not due to Transit Losses, and to notify
<br />Phone: 866-729-6493 Email: orders@paxwater.com Web: paxwater.com
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