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Terms & Conditions of Sale

1. WARRANTY

We warrant that we shall repair or replace, without additional charge, or refund the purchase price of, any pump which fails to deliver the flow and pressure capacities specified in our proposal or is otherwise defective in material and
workmanship; provided Buyer notifies us promptly in writing.

The option of repair, replacement or refund shall be at our discretion.

Although we shall pay all transportation charges relative to our repairing or replacing a pump, we shall not be responsible for costs of removal, loading, installation, or other similar related expense.

This warranty extends to twelve (12) months after first installation of the pump or for eighteen (18) months after its shipment from our factory, whichever period is shorter.

This warranty shall not apply to failures resulting from 1. normal wear and tear 2. alteration, misuse or abuse by Buyer or a third party or 3. improper installation and/or maintenance by Buyer or a third party. We also warrant that we shall reperform any repair services performed by us which are deficient in workmanship within one year from completion of same.

THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE EXPRESS OR IMPLIED BY FACT OR BY LAW, AND STATE BUYER’S EXCLUSIVE REMEDIES FOR OUR BREACH OF THIS WARRANTY.

 

2. DELIVERY

We will make every effort to ship on the date specified in the contract, but we shall not be liable for any delay beyond our control or caused by: an accident disabling our plant or equipment; riots or insurrections; national emergency; labor disputes of every kind, however caused; embargoes; non- delivery by suppliers; Buyer caused delays; delays of carriers or postal authorities; or governmental restrictions, prohibitions, or requirements. In the event of any such delay, the date of delivery or other performance shall be extended for a period of time equal to the time lost by reason of the delay. Regardless of the cause, we will not accept any penalty for shipping beyond the date specified in the contract.

 

3. CHANGES

Any changes requested by Buyer which affect the equipment or otherwise affect the scope of work, when accepted by us, may be subject to adjustments to the delivery schedule, price or other terms affected by such change. Any delay in receipt of approval drawings or information n from Buyer or Buyer’s requested deferment of the delivery schedule may, at our option, be treated as a change. In addition, in the event of Buyer’s deferment of the delivery schedule, the date of completion of the equipment may be treated as the date of shipment for purposes of payment, completed equipment shall be held at Buyer’s risk, and we shall have the right to charge Buyer for reasonable storage and insurance expenses.

 

4. PRICES, PAYMENT

Unless otherwise specified in our proposal, published or quoted prices are net F.O.B. our factory and are valid for order placement within thirty (30) days of the proposal date. Our prices do not include customs duties or taxes such as sales,
use, excise, retailer’s occupation or similar taxes. Buyer is responsible for the payment of all such applicable taxes, and will be charged for same, unless Buyer provides us with the appropriate Tax Exemption Certificate.

Prices are exclusive of expenses related to special packing or procedures to cover unique circumstances of shipment or storage unless specifically noted. Invoice payment terms are net 30 days, unless otherwise specified in our proposal. A service charge of 1.5 percent per month will be charged if not paid within 30 days of invoice date. We may decline to furnish services or to complete and deliver equipment except for cash, or to stop goods in transit whenever doubt as to Buyer’s financial responsibility develops. Pro-rata payments shall become due with partial shipments. Any legal or collection expenses we may incur due to Buyer’s default in payment shall be borne by the Buyer.

 

5. INSPECTION

Inspection of equipment at our plant by Buyer, or Buyer’s representatives, will be permitted insofar as such inspection does not interfere with our production work-flow and provided that complete written details of the inspection are submitted to us in advance.

 

6. PATENTS

We agree to defend Buyer and pay any award of damages assessed against Buyer in any suit based of a claim that equipment designed and supplied by us under this contract infringes any United States Patent. The foregoing shall not apply to equipment designed pursuant to Buyer’s specification or any processor method claim. Buyer agrees that it will notify us promptly in writing and give us full authority and complete cooperation in the defense of such infringement claim.

If equipment supplied under this contract cannot be used by Buyer because of an injunction resulting from the infringement claim, we will either (a) procure at our expense for Buyer the right to continue using the equipment or (b) replace the equipment supplied with non-infringing equipment or (c) refund the purchase price of the equipment and any transportation or installation costs incurred by Buyer in connection with such equipment. The choice of (a), (b) or (c) above shall be at our discretion.

The two foregoing paragraphs state our entire liability for patent infringement by our equipment.

 

7. ACCEPTANCE

The terms and conditions, together with our proposal, shall apply to and govern Buyer’s order; objection to different or additional terms is hereby given and in case of any inconsistency between the terms and conditions hereof and the provisions of Buyer’s order, the terms and conditions hereof shall prevail. No representation of any kind has been made by us except as set forth herein. This contract embodies the entire agreement and understanding between the parties and may not be modified except in writing signed by an authorized representative of each of the parties. Clerical and typographical errors are subject to correction. This contract shall be binding upon the successors and assigns of each of the parties, shall be deemed entered into at Rochester, New York, and shall be governed by and construed in accordance with the laws of the state of New York.

 

8. CANCELLATION CHARGES

A minimum charge of 20% will apply if an order is cancelled before shipment.

Additional charges will be assessed for nonstock materials, partial of completed manufacture of non-stock parts, and other related costs. 100 % cancellation charges will apply to completed orders of special or non-stock material.

 

9. LIMITATION OF LIABILITY

Our entire liability on claims, whether based on contract, warranty, (except warranty of title), tort (including negligence), strict liability or otherwise for any loss arising out of our performance of or failure to perform this contract shall 1.) not exceed the contract price for the equipment that was the cause of such claim, 2.) in no case extend to indirect, incidental or consequential damages, of any nature or kind, including, without limitation, lost profits, lost production, lost revenues or lost business opportunities, and 3.) terminate upon expiration of the warranty period. Buyer shall be solely responsible for any agreement that Buyer makes with its customer which is contrary to the foregoing limitation of liability and/or warranty stated in Article 1 above.

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