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TERMS AND CONDITIONS OF SALE
<br />GENERAL: Unless otherwise specjfieal�y steted,on toe trpnt side of the Quotation,
<br />Order Acknowledgement of involeefierrmms the ftuwels Transformers,
<br />equipment, delays in transportation or difficulties in obtaining necessary
<br />of (hereinafter
<br />called "Company"), or unless ottich4vfSe'>tpteSslytft 6pi,'to by Company in
<br />materials, labor or manufacturing facilities due to s6ch causes or any other cause=
<br />beyond its reasonable control.
<br />writing, the following terms and conditions shall govern and control all sales by the
<br />provision.oftors contract, under no circumstances shall Seller's total aggregate
<br />liabilityresulting from: A 1.
<br />Company. Any terms in a Purchaser's inquiries, purchase orders, other forms, let-
<br />ters or elsewhere, irrespective of:theitmafariality, which are either different from or
<br />WARRANTY: Company warrants to Purchaser that Ilfie equ P i rtient to be delivered to
<br />Purchaser will be free from defects in material and workmansFiip when used under
<br />in addition to Company's conditions of sale recited herein (or Company's special
<br />proper and normal use for a period of 12 mgnjhs after t,be equipment is put into ser
<br />conditions of sale set forth in the applicable product -line price sheet) are objected
<br />to and are exc I uded.dn less the Cofrrpan2y toressly agrees in writing to such terms.
<br />vice. Not to exceed 18 months from the date the equipment is delivered (whether
<br />by sale, lease or rental). Organic insulation materials are sold with the express un -
<br />Acceptance of the goods shipped shall constitute assent to Company's conditions
<br />derstanding that their life and fitness for purpose are indeterminate and largely
<br />of sale. No other terms or conditions in contradiction hereof shall be applicable,
<br />whether contained in Purchaser's inquiries, purchase orders, other forms, letters or
<br />depend on application and operating circumstances and continuing maintenance.
<br />Should any toilure_to:cgnforrg'te tbg abo"vet,0r to any additionatl*arranty contafeedgy
<br />elsewhere.
<br />in the special conditionsofr,ale sgtforth,in the, gppljcable 9fpdur� t -line price sheet]
<br />appear within one (1) y�Craraftei i6edate' of'strfpMent-by Co*p ny, the Company
<br />QUOTATIONS, ORDERS, PRICES: Unless otherwise stated in writing, Company's
<br />agrees, upon prompt notification thereof and conformation that the equipment has
<br />quotations are subject to acceptance by the Purchaser within thirty (30) days. Or-
<br />ders will be billed at prices in effect at time of shipment, unless otherwise so
<br />been stored, installed, operated and maintained in accordance with recommen-
<br />dations of the Company and standard industry practice, to correct the nonconfor-
<br />stated in the quotation.. Published .-p6dee 'a6cl disc68nts_`a& Wbylact-tbf, chkOe�;
<br />without notice. Possession of price or discount sheets in no way obligates Com-
<br />"!f9lt1C 9,ompany's option=either+by repa{tgrlg ahy dere tave,ry(�}it or -page oc-by
<br />making available at Company's plant a repaired or replacement part. The liability of
<br />pany to sell to the Purchaser possessing such price or discount sheets. Orders are
<br />Company to Purchaser arising out of the supplying of said equipment or its use,
<br />subject to final approval and acceptance at Company's factory. Unless otherwise
<br />whether on warranty, contract or negligence, shall not in any, gr the cast:
<br />stated
<br />stated in writing, Company reserves the right to ship plus or minus ten (10%) per
<br />cent of specified quantity of items not cataloged. Unless otherwise stated on front
<br />of correcting defects in the equipment as herein provided, and upon the expiration
<br />of said one (1) year, all such liablity shall terminate. The fofegoing sh'alf cSnslifule'
<br />side of Company's Quotatoin, Order Acknowledgement or Invoice, method of
<br />the sole remedy of the Purcoaser and thesole; tial) ity,_ot Companyo The Waptatntyc
<br />shipment by Company shall in all-Casesbe F,.O,Bt)<agtoriess Pgr saps tq a{tents egt;, ,
<br />side the United States of Amerid Sale"stralf`be doncluded'following-the IN-
<br />-. d� jiot and shall not include reimbursement for.thexpe.nses.which may 1.be in, _
<br />a rr d by Purchases Before any material is returned,-1lurofias�r must contacf
<br />COTERMS named -in the tzintratt or", 1f it isnof mentioned, aiW&ding td a WORK$- -
<br />- Eli Pany, as outlined under RetyrnedtGoodsJNoWorTathty,-is rttade
<br />(INCOTERMS),
<br />with respect to
<br />SALES AND SIMILAWTAXES: The Company's pr ces'do.tiotincl4de FEderat1,8t3®
<br />or municipal sales, use, excise or similar tata!�.,,cgnsequ"Nq inaddi{lo(� jgkthe
<br />price specified herein, the amount of any presLshf br tutufe !'ales, use,-exclgb'br
<br />other similar tax applicable to the sale or use of the equipment hereunder, shall be
<br />paid by the Purchaser, or in lieu.thekgof;•t��}e,,Pgrpheasr shall provide the Company
<br />with a tax exemption acceptable to -the faxiht 9uthbrffies,
<br />TERMS: Net thirty (30) days from date of Company's invoice. Invoice subject to
<br />SERVICE CHARGE if not paid within terms.
<br />- rwwinenr-,not manufactured Cogtap y,.,surth being s4lAgc.t only to warranties
<br />'Made by their respect ive rn' durst ompany-Shall in'r}aeveni be responsible
<br />e riiablb for mbfiifiion90al.,tQratbns;=riti,eFhppticafi-qn ori repairs made `to its
<br />n q¢ugts; ocequ,ppmmettaby Purchaser a.f others, or,Ip damage caused thereto, by..
<br />ri"Hgbnbe, acct tent ov rloadi»g or irrrproper useby aarchaser br otti�rs. - - -
<br />THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
<br />WARRANTIES WHETHER WRITTEMI ORAL,10R IMPLIED (INCLUDING ANY
<br />WARRANTY ON MERCHANTABILITY OR FITNESS FOR PURPOSE). THE ONLY
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE ARE THOSE
<br />EXPRESSED ABOVE AND THERE ARE NO IMPLIED WARRANTIES OF MER-
<br />CHANTABILITY OR FITNESS FOR PURPOSE.
<br />METHOD OF DELIVERY: For all sales within the United States of America, all
<br />prices on Pauwels Transformers price sheets are F.O.B. Factories with freight alloWCd'
<br />LIMITATION OF LIABILJYY: Buyer expressly agrees that, -notwithstanding any other
<br />via cheapest way to any domestic common carrier points (excluding Alaska an rj
<br />Hawaii)
<br />provision.oftors contract, under no circumstances shall Seller's total aggregate
<br />liabilityresulting from: A 1.
<br />on shipments of net invoice value of $2,000.00 or more. On less than
<br />$2,000.00 net invoice value, the shipment will be made freight collect or prepaid
<br />h) The performance, failure to perform or breach of Sellers obligations -herein,
<br />t'
<br />and added to the invoice. When method of shipment specified b
<br />ment is
<br />P p y purchaser, any
<br />additional expense will be borne by the purchaser. On F.O.B. Factory shipments
<br />, nd
<br />(2) Any actfvi�y' uMdertaken by Seller with regard to equiipnient and -ere's
<br />and shipments less than $2,000.00 net invoice value, the Company reserves the
<br />right to make partial shipments against orders which do not meet Company's
<br />(3) coveredoy this contract, an c� "' . 4,
<br />All actions based on negligence of any kind, strict Ifab_ility'ortort on the part
<br />freight allowance terms.
<br />of Seller or its suppliers, and J
<br />V
<br />(4) Otherwise
<br />MINIMUM CHARGE: On orders for less than $250.00, the amount billed will be .^
<br />exceed ihi,price paid by Guyer for the product. BUYER EXPRESSLY AGREES THAT
<br />$250.00. Exceptions are for parts, which are not subject to the $250.00 minimum or--
<br />SELLER WILL NOT BE LIABLE UNDER ANY THEORY :OF LIABILITY FOR ANY
<br />der charge.
<br />PENALTY OR FOR ANY: INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
<br />DAMAGr8. INCLUDING,, WITHOUT LIMITATION. THE -LOSS OF USE, INCOME,
<br />CANCELLATION OR DELAY BY PURCHASER: No order or contract may be can•-,
<br />PROFIT8,OR PRODUCTION. OR INCREASED COST OF OPERATION, ORLfAMAGE
<br />,
<br />celled or delayed by Purchaser except upon payment by Purchaser of cancellation -
<br />. TO MATERtAL,:OR DOWN-TIME COSTS; OW COSTS ASSOCIATED. W1TI-I THE
<br />or delay charges, based upon expenses already incurred and commitments ma p
<br />by Company. All
<br />REMOVAL, O EQUI�?NiENT OR PROD�ICTS FROM `SERVICE OR REIN
<br />STALLA'1 01414, �ISASSEMBLY`bR REASSEMBLY, OR CLAIfA THIRO,PAk '"
<br />cancellations are subject to acceptance by Pauwels Transformers.
<br />OF Tllf
<br />AGAINST BUYER, ARISING IN CONNECTION WITH THE. FfALE,.INSTALLATION,
<br />RETURNED GOODS: Specific written request and arrangements must be made in
<br />E
<br />USE OF, INABILITY TO USE, OR THE REPAIR OR REPLAJGtEMENT OF SELLER'S
<br />advance order for Purchaser to obtain credit or replacement on material returned-
<br />PRODUCTS. Buyer shall indemnify and hold Seiler harmless for any liablity to
<br />Request for return of material must be made within one ear of original shi in
<br />9 9
<br />date. -If
<br />Buyer's employees, workers. contractors or any .4}ther persADs oe�gQd: ft
<br />n limitah inthis Section,
<br />the material being retuthird is cutterp(y priced in a Pauwels Tr�sfgtmers
<br />er
<br />provided
<br />�
<br />price sheet, it can be replaced in, filo pllar1?mpunt of other, price, terns based on. -,
<br />the list pace of the items returned a-welias"those items4ep1'2Ang the''returned''-
<br />items subject to the following
<br />� 611TAilOf ON CLAIMS AND ACTIONS An ptaim b Buyer for. b
<br />L y Y Y rBAc ot, art@
<br />foregoing warranty shall be deemed by•B'uye'r teifehnr
<br />adjustments. Purchaser must reimburse the Com
<br />pany for outgoing shipping costs, prepay return shipment and pay a minimurr
<br />waived unless submitted to
<br />writing wiNn thirty -days from the..date.Buy'er dj&cddered, or by reasonable 'dk Pwc_ -
<br />handling charge of 10% or $20.00, whichever is more, plus an charges necessary
<br />P y g y
<br />to rework and/or repackage to resalable condition.
<br />tion should haye•:discoverrgd,l�p allaged breach. Any ca se of action, f bre of
<br />b�, 4 - - '
<br />the foregoing warranty !hail be brought within one aft, r the cause of action
<br />,year
<br />has accrued � �• �. _ ,...
<br />All Other 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 20% or $20.00, whichever is more, plus any charges necessary to rework
<br />and/or repackage goods to resalable condition.
<br />DELAYS, DAMAGE OR LOSS: Notwithstanding any conditions contained in Pur-
<br />chaser's purchase order (or other fdn") to the contrary, Company is nPY: an shah
<br />Q_.
<br />not be liable for delays in shipment or delivery of.materials goods orNequipment,.
<br />detention thereof, loss or damage thereto whe'h due to acts of 668;''acts of the?ur
<br />chaser, acts of civil or rnffitaiy-authority, prioritafs'+,U.S: governmental restrimirnu a
<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 equtpment will conform to the
<br />applicable occupational safety and health standards promulgated pursuant to the
<br />Federal Occupational Safety and Health Act of 1970 and which are in effect on the
<br />date that Seller enters its acknowledgement of Buyer's order. The Buyer's ex-
<br />clusive remedy and Seller's liability for breach of this warranty is limited to
<br />tfP�:&�enivftheno4gPnformiD9eAuit?m,Flt ,. ,:,t, ; r;;i_ � ,. ��;�
<br />AAit&6LLANIl?'011S; CdMpgby will cgtnply'(, ,*, -all p'licaple Featerdl, Siete an
<br />local law ,and sgecifiegily represents, that,any, goods to be dejive're i. hereunder,
<br />Witt be pfoduced in compliance With tits redUirements-of'1the Fait Labor Standards
<br />Act of 1938, as amended.
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