Terms & Conditions
1. Prices apply to the specific quantities stated on this order and do not include any taxes, transportation charges, prints, special packaging or stamping not specified on the order. Prices are subject to change without notice and prices at which an order is accepted are subject to adjustment to Seller's prices in effect at the time of shipment.
2. Taxes: Unless prohibited by statute, Purchaser agrees to pay to Seller the amount of any Federal, State, City or other tax which Seller may be required to pay on account of the manufacture, transportation, sale or use of the material which is the subject of this contract.
3. Quantity Discount: Quantity discounts are computed separately for each item or on combination of items as Seller may designate and such discounts are based on the quantities ordered and / or released at any one time. If an order is cancelled, discounts will be adjusted to the discount allowable for the remaining un-cancelled quantity, if any.
4. Terms: The Seller reserves the right to require payment in advance or C.O.D. and otherwise modify credit terms. Interest may be charged at the highest rate of interest allowable in the State of manufacturer's office to which this order has been submitted on all accounts not paid when due.
5. Delivery: All shipment dates are after receipt of order by Seller, if any conditions which prevent compliance with delivery schedules, Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay.
6. All shipments will be made F.O.B. the Seller's factory unless otherwise specified. In the absence of specific instructions, the Seller will select the carrier. Title to and risk of loss for the material shall pass to the Purchaser upon delivery thereof by the Seller to the carrier or delivery service. There-upon the Purchaser shall be responsible therefor. Products held for Purchaser or stored for Purchaser shall be at the risk and expense of Purchaser. After mailing of this Sales Acknowledgement, shipment dates may not be revised except with prior consent of Seller and upon agreement by Buyer to pay for the Products when ready for shipment plus reasonable storage charges. Claims against Seller for shortages must be made within ten (10) days after arrival of shipment.
7. Inspection: Buyer shall have the right to inspect the Products prior to payment and acceptance and if Buyer's inspection reveals any defects in the Products, Buyer shall notify the Seller within thirty (30) days after receipt of the Products of any claim Buyer might have concerning such defects in the products discovered by Buyer. Buyer's failure to notify Seller within such thirty-day period shall constitute a waiver by Buyer of all claims covering such defects in the Products.
8. Each Canariis Corporation pressure booster system or part is warranted against defects in materials or workmanship under normal use and service for a period of one year after date of original operation but not more than 18 months from date of shipment from the Company's plant, when installed and used in accordance with good standard practice.
The Company's obligation under this warranty is limited to repairing or replacing, at the Company's option, without charge, F.O.B. our plant, any part of Canariis Corporations' own manufacture which is determined by the Company to have been defective at the time it was shipped provided immediate written notice is given Canariis upon delivery of such defect. The material claimed defective shall be returned to the Company transportation pre-paid to establish the claim.
No warranty applies to, and the Company is not responsible for damage or wear to pump and/or parts caused by sand or other abrasive content in the liquid pumped. The Company cannot be responsible for labor charges or other expenses of any kind, loss, delay, or damage of any kind, howsoever, or wheresoever incurred as the result of any defect, nor can the Company make any allowance for labor, transportation, or any other charges incurred in the replacement or repair of any item.
9. The warranties and guarantees therein set forth are made by us and accepted by you in lieu of all statutory or implied warranties, or guarantees, other than title. There are no warranties that extend beyond those described in this agreement. No other warranty, express or implied, is authorized or applicable to this company.
10. All purchased equipment (not manufactured by Canariis) including pumps, motors, valves, fittings, accessories, etc., is warranted only for the period, and to the extent of the original manufacturer's warranty, and is subject to all of the terms and conditions of such warranty. The Company assumes no responsibility for compliance with any regulations, codes, standards, or ordinances applicable to the installation, location, operations or maintenance of its products. Any modification to the Canariis unit or part voids this warranty.
11. Returned Goods: Seller will not accept Products for return unless prior written permission of Seller has been obtained. Products so returned will be subject to a deduction for re-handling. All Products returned must have transportation charges PREPAID. Products which are obsolete or made to special order are not returnable.
12. Tools, etc.: Unless otherwise expressly provided, the Seller shall retain title to and possession of any models, patterns, dies, molds, jigs, fixtures and tools made for or obtained for the furnishing of this order.
13. Cancellations: Seller's acceptance of order cancellation or order reduction request is conditioned upon receiving Buyer's written agreement to assume termination charges.
14. Minimum Order: Seller reserves the right to refuse to accept any order which does not meet quantity requirements which Seller may establish for any given product or group of products.
15. Quality Levels: Prices are based on quality levels commensurate with normal processing. If a different quality level is required, Buyer must specify his requirements and pay any additional costs that may be applicable.
16. Errors: Seller reserves the right to correct clerical or stenographic errors or omissions.
17. Patent Indemnity:
(a) Patent indemnity by Seller to Buyer: The Seller agrees to indemnify and hold harmless the Buyer from all damages, legal expenses and costs finally assessed against Buyer in any action for infringement of any United States Letters Patent by the items delivered hereunder; provided that Buyer shall give Seller prompt written notice of any action, claim or threat of patent infringement suit, and shall give Seller opportunity to elect to take over, settle or defend any such claim or action through counsel of his own choice. If the use of any such item or any part thereof should be enjoined, Seller shall have the right at its own expense to procure for Buyer the right to continue using such item, or to replace said item with a noninfringing item, or to modify said item so that it becomes noninfringing.
The foregoing provisions as to patent protection from Seller to Purchaser shall not apply to any items manufactured to the design or specifications furnished by Buyer.
(b) Patent indemnity by Buyer to Seller: If the items delivered hereunder are manufactured pursuant to detailed designs furnished by Buyer, Buyer shall indemnify and hold harmless the Seller from all legal expenses, which may be incurred as well as all damages and costs which may finally be assessed against the Seller in any action for infringement of any United States Letters Patent by such items delivered hereunder. The Seller agrees promptly to inform the Buyer of any claim for liability made against the Seller with respect to such items and the Seller agrees to cooperate with the Buyer in every way reasonably available to facilitate the defense against any such claim.
18. Fair Labor Standards Act: Seller certifies that products furnished hereunder have been or will be produced in compliance with the Fair Labor Standards Act, as amended, and regulations and order of the United States Department of Labor issued thereunder. Seller agrees that this statement may be considered as the written assurance, contemplated by the October 26, 1949, amendment to said Act.
19. Acceptance Required to Form Contract: Unless and until a formal written acceptance upon a printed order acknowledgement form is send by Seller to the Buyer, no order will become effective as a valid contract binding upon Seller.
20. Entire Contract: The provisions hereon and on accompanying papers, if any, constitute all of the terms and conditions agreed upon by the parties and shall replace and supersede any provisions on the fact and reverse side of the purchase order of any attachment thereto, or any prior general agreement inconsistent with the provisions hereof. No modification hereof shall be valid unless in writing and duly signed by a person authorized by Seller. The provisions hereof shall not be modified by any usage of trade of any course of prior dealing or acquiescence in any course of performance.
21. Governing Laws: The terms of this agreement and all rights and obligations hereunder shall be governed by the laws of the State of Florida.