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TERMS AND CONDITIONS OF SALE
<br />GENERAL: Unless otherwise specifically stated on the front side of the Quotation,
<br />equipment, delays in transportation or o `:f;cuit:es .n untairitncj necessary
<br />Order Acknowledge)riehf.,01 bit "Jhe°,Padiyels Transformers, (hereinaftermaterials,
<br />'Company'),
<br />labor or rnarn,factunnc f"cs<ities tui;Ccrsuch car{¢fig, ,; ar.,v othergause
<br />called or unless otherwise expressly agreed to by Company in
<br />beyond its reasonable control"
<br />writing, the following terms and conditions shall govern and control all sales by the
<br />Company. Any terms in a Purchaser's inquiries, purchase orders, other forms, let-
<br />WARRANTY: Company warrants to Purchaser that the equii;nserif fc: be del ivene to
<br />ters or elsewhere, irrespective of their materiality, which are either different from or
<br />Purchaser will be free from defects in material and workrnansh o vi hen used under
<br />in addition to Company's conditions of sale recited herein (or Company's special
<br />proper and normal use fol a per,od of 12 monfA after itie etju pra r i't i ; put into ser
<br />conditions of sale set forth in the applicable product -line price sheet) are objected
<br />vice" Not to exceed 18 months from the date the egtupAglli_ t 6, d :l,vcmd (whether
<br />to and are excluded unless the Company expressly agrees in writing to such terms,
<br />by sale, lease or rental t" Organic insulation materiala ;o{<< with the express un-
<br />Acceptanceof the goods shipped shall constitute assent to Company's conditions
<br />derstanding that their iife and film s - "or Purpose a. e indetr r);nate ano largely
<br />of sale. No other terms or conditions ;n contradiction hereof shall be applicable,
<br />depend on appiicatian and operating circumstancas anct con fir a :rx) maintenance.
<br />whether contained in Purchaser's inquiries, purchase orders, other forms, letters or
<br />Should any failure to conform to the above a o anv id i no .i wwr;k^T, contained
<br />elsewhere.
<br />in the special conditions of rale set ferih,n the a :pl noble pry a ;e price sheet)
<br />QUOTATIONS, ORDERS, PRICES: Unless otherwise stated in writing, Company's
<br />appear within one (1) year atter the date of st it anent t:y Gr,any, the Company
<br />agrees, upon prompt notification the er,f and
<br />quotations are subject to acceptance by the Purchaser within thirty (30) days. Or-
<br />com r , a , in that ,he equipment has
<br />been stored Installed, operated and ma;ntra,ne � r�,or` %Fr?ywitCs? of tr4en-
<br />dens will be billed at prices in effect at time of shipment, unless otherwise so
<br />dations of the Company and sfar , indusl,y prat t c e. to :;c •-ecr the nonconfor
<br />stated in the quotation Published prices and discounts are subject to change
<br />mity at Company's option Pathe t e pair; ,q any( r+r rr c;t,v ,ail of n�Ls or by
<br />without notice. Possession of price or discount sheets in no way obligates Corn-
<br />makinq ava.iabte at Company's plan a c '•re ac, me ,.art Trwy.i�biiity of
<br />pany to sell to the Purchaser possessing such price or discount sheets. Orders are
<br />Company to Purchaser arising ()fit of the xippl,-ing of said(�;enf or its use.
<br />subject to final approval and acceptance at Company's factory. Unless otherwise
<br />whether on wary, anly„con+ act s>r! e�,lagence shrill• nt in �!7.y v[ r i qx,�,r �xi the cost
<br />stated in writing, Company reserves the right to ship plus or minus ten i101,,.) per
<br />of coin piing tleferA mn ale equip h5e � as h rein v i and�rtrc i %(e i Pion
<br />cent of specified quantity of items not cataloged- Unless otherwise stated on front
<br />side of Company's Quotatoin, Order Acknowiedyement
<br />,t g fpc x ging shall constitute
<br />of said one (1) year.=til �i,ti�gixt s#tail terrr�gatr;:,and
<br />or Invoice. method of
<br />the s
<br />the sole remedy of the Purchaser ole fia` ity of'C`ompany. The Warranty
<br />shipment by Company shall in all cases be F.O-B. Factories. For sales to clients out
<br />does not and shall not include reimbursement 'c,r the exoen _ c . which may be in-
<br />side the United States of America sale shall be concluded following the IN-
<br />curred by Purchaser Before any material ,s returned, purchaser ;nest contact
<br />COTERMS named in the contract or, if it is not mentioned, according to EX WORKS
<br />Company, as outlined under Returned Goods No war arty is node vv,ih respect to
<br />(INCOTERMS)-
<br />equipment not manufactured by Company, such be nq subject only to, warranties
<br />1 t' sail tr ° :.1 A ) - _1y Y P) a by t ei� res u � m� fac �taP s uCo past ! sk alf..r�; t vent*a$arRspon5gble
<br />SALES AND SIMILAR TAXES. The Company's price s do not include Federal. State
<br />or liable for modlficat;ons, alterations', m sapplication or cpiairs made to Its
<br />or municipal sales, use,`exc;se or similar taxes, consequently, in addition to the
<br />products or equipment by Purchase= or others. or for damage caused thereto by
<br />price specified herein, the amount of any present or future sales, use. excise or
<br />nekirgence,accident overload1ng0r1rnpr0peruseby Pu�c se r)r them ��r`
<br />other similar tax applicable to the sale or use of the equipment hereunder, shall be
<br />paid by the Purchaser, or in lieu thereof the Purchaser shall provide the Company
<br />THE FOREGOING WARRANTY IS EXCLUSIVE AND_L N_LIEU._O.E .ALL_47HER
<br />with a tax exempt,on acceptable to the taxing authorities”
<br />WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED (INCLUDING ANY
<br />WARRANTY ON MERCHANTABILITY OR FITNESS FOR PURPOSE), THE ONLY
<br />TERMS: Net thirty (30) days from date of Company's invoice. Invoice sfabject toL'
<br />WARRANTIES OF ME,RCH, TApiil Y D �+fE f BU E ARP SE
<br />j
<br />SERVICE CHARGE if not paid within terms.
<br />EXP,RFSSED. BOVE AN�H€ R A NO_ i L7 D AR 'W] S F
<br />SS r0 Ck . 1 4 MER-
<br />CKANTA61Lt • RTft Nttiti FUR R 5�..1)
<br />METHOD OF DELIVERY: For all sales within the Umted States of America, ail
<br />prices on Pauwels Transformers price sheets are F Q.B. Factories with freight allowed
<br />LIMITATION OF LIABILITY BV 4erexp�es lye acs that no,w I stand rip any other
<br />or tins �ktle
<br />prCwhtf
<br />via cheapest way to any domestic common carrier points (excluding Alaska and
<br />act, I it yr$t t3 fi 3.Lf �mI rS to(a.#�ggr Fate
<br />Hawaii) on shipments of net invoice value of $2,000.00 or more. On less than
<br />r rr-im
<br />ab,lsir resulting fmrn�
<br />$2,000.00 net invoice value, the shipment will be made freight collect or prepaid
<br />t) The performance, failure to perform or breach ofo, )oaf c re herein,
<br />and added to the Invoice. When method of shipment is specified by purchaser, any,
<br />and
<br />additional expense will be borne by the purchaser. On F.O.B. Factory shipments
<br />f2! Any activity undertaken by Seiler with e;l ,Id t, ,gr,, Ir,errt and rv;ces
<br />and shipments less than $2.000.00 net inyzji p raixge, Mme E3t7rnParty r�sWye0Qhe'.
<br />right to
<br />covered t y this contract, and
<br />,; (3) k111�ctitins ha§e��'h&, ii�ll{f
<br />make partial shipments again, t orders which d not_meet mpany i
<br />freight terms- , i. .,, :i�' ,
<br />ofySeller or.�rs s Appi.eryyan
<br />allowance
<br />�r,.r: to r
<br />(4) Otherwise '
<br />yll ri,
<br />MINIMUM CHARGE: On orders for less than $25000, the amount billed will be�
<br />xC66d tete pricE paid by i UyLt f t he utsir i t 'i3:ARf�q�iPRE�t'YS -,;iOf .irES iA4A7
<br />$250-00. Exceptions are for parts. which are not subject to the $250.00 minimum or-
<br />SELLER WI LL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY
<br />der charge. !A. Y' gild A}fi!.. ,:i,,;
<br />PENALTY OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
<br />'J liiiIl S:Mi,. &JF IK01_UDU46'',WF7M(dtiTi",(�itvl�i* (di TAEOEAttYSE,`•i�7E'OME,
<br />CANCELLATION OR DELAY BY PURCHASER: No order or contrar.,t may be can-
<br />.13
<br />PROFITS OR PRODUCTION, OR INCREASED COST OF OPE.RATIF)N 0 Dp.M,�GE
<br />TO MATERIAL, OR DOWN-TIME
<br />celled or delayed by Purchaser except upon payment by Purchaser of cancellation
<br />COSTS, OR COSTS ASSQCfAiEd"(ifi`"THE
<br />or delay charges, based upq a.7xpensg5 Ireikdy, incurradVn� c rnmilr e,n ma 1e
<br />by Company. All cancellatioi are dstib�eb taac�eptaflce y PauwAls Trh�sf trne s
<br />REMOVAL OF EQUIPMENT OR PRODUCTS FROM SERVICE OR REIN -
<br />,;1 v j pN; �?hS$y� v{Btf tOFjf ASg �. Q6 Ct� t?vti > }}"�F77 l��}}i3•Pl�kijIES
<br />AGAIN T BUYER. A
<br />A r t
<br />s 6 I _, ` �, � �';
<br />15iN-6 INC NEC7T N WITH Tf E",3AE E. IN57AI LA BION,
<br />O �� (WiP� " 6 of (54 TY' i 'PAI)x'SREBL' w
<br />�'' ftEER'S
<br />RETURNED GOODS: Spkctfic wrll,ie F�que .t and arzang
<br />advance in order f& Purcfieserio nbtai j'crdtfi{' reply erhef �t n rr ate/ f i�turr lb'
<br />ACE'MEis a; (
<br />rPrRDU Sr yer�shal� gmpjfy aro hf�t� Qjl harrglq� y do ny Fi�bh to
<br />Buyer's "contractors"or 'oth-6r
<br />Request for return of material must be made within one year of original shipping
<br />employees, wore s� any rSoh bevbnd the
<br />date. if the material being returned is currently priced in a Pauwels Transformers
<br />I,Ir,itatior provided in this Section.
<br />price sheet, it can be replaced in like dollar amount of other priced items based on
<br />the list price of the items returned as well as those Mems replacing the returned
<br />LIMITATION ON CLAIMS AND ACTIONS: Any claim by Buyer for 8ieai'h�fiithe
<br />by
<br />items subject to the following adjustments. Purchaser must reimburse the Com
<br />foregoing warranty shall be deemed waived by Buyer submitted to Seller in
<br />pany for outgoing shipping costs, prepay return shipment and pay a mmimurrl'9U;t
<br />writing within thirty days from the date Buyer di t,ov Ionaf ec-
<br />�Y t Mfr I(p
<br />handling charge of 10% or $20.00, whichever is more, plus any ch
<br />p y ar ges necessary
<br />tion should have discovered the alleged breach. Any/ cause df actibh oP bre'ach of
<br />to rework and/or repackage to resalable condition"
<br />:he foregoing warranty shall be brought within one year after the cause of action
<br />has accrued,
<br />AllOther Items approved for return, purchaser must reimburse Company for out-
<br />going shipping costs, prepay return shipment and pay a minimum restocking,
<br />charge of 201/,)-or$20.00, any charges necessary -to rework
<br />and/or repackage gooyfs4Ore�41abjeetr i ern. tJ j-l� dtSi a
<br />DELAYS, DAMAGE OR LOSS: Notwithstanding any conditions contained in Pur-
<br />chaser's purchase order (or other forms) to the contrary, Company is not and Shall
<br />not be liable for delays in shipment or delivery of materials, goods or equipment,
<br />detention thereof, loss or damage thereto, when due to acts of God, acts of the Pur-
<br />chaser, acts of civil or military authority, priorities, U.S. governmental restrictions
<br />or embargoes, war, riot, fires, strikes, flood, epidemics, quarantine restrictions.
<br />default or delay by supplier, breakdown in manufacturing facilities, machinery or
<br />OSHA: Seller warrants that at time of shipment the eeu'rpment will conform to the
<br />applicable occupational safety_al�healjh"gErtardprgmu;gted_pursua t to the
<br />Federal Occupational Safety and Health Act of 1970 and whi,-h are in effect on the
<br />date that Seller enters its acknowlatYgein,±riiAo>*'khvs e+'aYcl�t:' d*le .BOv �s� ex
<br />elusive remedy and Seller's liability for breach of this v wrarnv !irrrted to
<br />replacement of the nonconforming ecuipment
<br />MISCELLANEOUS: Company will comply with all applicable Federal, State and
<br />local laws, and specifically represents that any goods to be delivered hereunder
<br />will be produced in compliance with the requirements of the Fair Labor Standards
<br />Act of 1938, as amended.
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