Terms and Conditions
I. Legal Effect of Quotation
SELLER’S quotation is not an offer to sell the equipment or services described, but are merely an invitation to you to offer to purchase such goods or services, on the terms and conditions stated in this proposal by your issuance of a purchase order to us. We specifically do not accept or agree to the inclusion in such purchase order to terms and conditions not yet disclosed to us, or of terms and conditions which have been disclosed and to which we have noted our exception else where in this proposal.
II. Applicable Terms
These terms govem the purchase and sale of the equípment and relaled services, if any (collectively, “Equípment”), referred to in Seller’s purchase order, quotatlon, proposal or acknowledgment, as the case may be (“Seller’s Documentation”). Whether these terms are íncluded in an offer or an acceptance by SELLER, such offer or acceptance is condílioned on Buyer’s assent to these terms. Seller rejects all additional or different terms in any of Buyer’s forms or documents.
BUYER shall pay the SELLER the entire purchase price set forth in the documents of the SELLER and shall be made in United States currency. Unless SELLER’s Documentation provides otherwise, freight, storage, insurance and all taxes, duties or other governmenlat charges relating to the Equipment shall be paid by BUYER. lf SELLER is required to pay any such charges, BUYER shall ímmediately reimburse SELLER. All payments are due within 30 days after receipt of invoice. BUYER shall be charged the lower of 1 1/2 % interest per month or the maximum legal rate on all amounts not received by the due date and shall pay all of SELLER’s reasonable costs (lncluding attomeys’ fees) of collecting amounts due but unpaid.
Delivery of the Equipment shall be in material compliance with the schedule in Seller’s Documentation. Unless Seller’s Documentation provides otherwise, Delivery terms are F.O.B. Seller’s facility.
V. Ownership of Materials
Including all designs, drawings, calculations and specifications, estimates, prices, electronic information and documents supplied by SELLER including intellectual property rights, shall remain under the ownership of SELLER. SELLER grants BUYER license non-exclusive, non-transferable on equipment for use only by BUYER. The Buyer shall not disclose any of the materials indicated to third parties without the consent of SELLER in writing.
SELLER shall not implement any changes to the scope of work described in the SELLER documentation unless BUYER and SELLER agree in writing to those changes and their impact on the price, delivery time and other contract modification. This includes any change due to any legal or governmental variation taking place after the effective date of the acceptance of purchase order.
VII. Approval of Drawings and Engineering Documents
In the execution of contracts or purchase orders with engineering scope, SELLER will submit drawings and engineering documents that require review and approval by the BUYER. In order to facilitate the completion of the work without delay , BUYER must return all drawings and documents submitted with the approval within the period of time stipulated in the schedule of execution of the contract or purchase order. In the absence of a specific period in the implementation schedule, will take 10 working days after the date of delivery by SELLER. If BUYER does not comment within the period considered in the schedule or within these 10 days, be deemed to be automatically approved. If BUYER requires additional time for review of drawings and documents, must request in writing to BUYER prior to automatic approval date. SELLER will promptly evaluate and issue a notice of the additional costs incurred as well as the delay in delivery time. If during the review BUYER request changes that may affect the delivery time of the project , SELLER shall promptly notify the customer in written communication the additional costs of these changes will cause and the delay in the delivery time.
Subject to the following sentence, SELLER warrants to the BUYER that the equipment and parts shall be in accordance with the description given in the SELLER documents and shall be free from defects in material and workmanship .The warranty does not apply to equipment or parts that are specified or required by BUYER and are not manufactured or specified by SELLER. The warranty offered for parts selected by SELLER is a transfer of the warranty of the Materials and / or equipment purchased from these manufacturers, and in any case, SELLER shall not be liable to the BUYER of that guarantee. If BUYER promptly notified SELLER in written a warranty claim within 12 months from delivery (WARRANTY PERIOD), SELLER will serve as only option and only remedy for BUYER, the repair or replacement of equipment and / or materials or parts to the manufacturer, but in any event no refunds . If SELLER determines that any claim is in fact not covered by this warranty , BUYER shall pay SELLER all charges incurred for the repair or replacement made by SELLER. Seller’s warranty is condltioned on BUYER’s (a) operating and maintaining the Equipment in accordance with Seller’s instructions, (b) not makíng any unauthorized repairs or alterations, and (c) not being in default of any payment obligation to SELLER. SELLER ‘s warranty does not cover damage caused by chemical or abrasive action, misuse or improper installation (unless installed by SELLER) . THE WARRANTIES SET FORTH IN THIS SECTION ARE SELLER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO SECTION XIII BELOW. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIEDED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
Seller shall indemnify, defend and hold BUYER harmless from any claim, cause of action or liability incurred by BUYER as a result of third party claims for personal injury, death or damage to tangible property, to the extent caused by Seller’s negligence. Seller shall have the sole authority to direct the defense of and settle any indemnified claim. Seller’s indemnífication is conditioned on Buyer (a) promptly, wlthin the Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation in the defense of any claim.
X. Force Majeure
Neither Seller nor Buyer shall have any liability for any breach (except for breach of payment obligatíons) caused by extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers, failure of normal sources ol supply, act of government or any other cause beyond such party’s reasonable control.
lf BUYER cancels or suspends its order or acceptance of order for any reason other than Seller’s breach, BUYER shall promptly pay SELLER for work
performed prior to cancellation or suspension and any other dírect costs incurred by SELLER as a result of such cancellation or suspension.
No returns are allowed unless materials are SELLER`s regular inventory materials. No returns are accepted after 15 days of delivery by SELLER.
If the BUYER incurred in delays of schedulled payments having equipment occupying workshop room, a cost of 200 US$/day/10 M3 will be charged after the invoice is past due five (5) days. When an equipment is in the workshop in status ready for dispatch and BUYER fails to pay the storage costs for a period exceeding six months or a storage period which cost is 30% of equipment value, the equipment will be considered abandoned and SELLER may take them to auction.
XIII. LIMITATION OF LIABILITY
SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, AND THE LIABILITY OF THE SELLER ARISING IN ANY TIME OF THE SALE OR USE OF THE EQUIPMENT OR PARTS, SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE EQUIPMENT OR PARTS. THESE LIMITATIONS APPLY WHETHER SUCH LIABILITY IS BASED ON THE PURCHASE AGREEMENT, OR ANY OTHER LEGAL THEORY.
None of the sections of the purchase agreement may be amended or changed except by a written document signed by both BUYER and SELLER. Shall not have other means of negotiation or agreement that may apply to change the terms of the purchase agreement. If any term is unenforceable, such term shall be limited solely to the applicable portion, and all other terms shall remain in full force and effect. The BUYER shall not assign or transfer the agreement without the written consent of SELLER. The purchase agreement is further governed by the laws of the United States of America without prejudice to the terms and conditions set forth herein.
SELLER: Unless something different is stipulated in the proposal documents Sumio Water Systems Inc. based in Florida, USA. will be the defined SELLER above.