Introduction & Acceptance

These terms and conditions govern all transactions between you (“Buyer” or “Purchaser”) and the Seller, its subsidiaries, and authorized distributors, as incorporated into the Order Acknowledgment (“Order Acknowledgment”). These terms are binding unless otherwise stated in writing on the Order Acknowledgment. All purchase orders are subject to acceptance at Seller’s facility, and Seller shall have no liability until accepted. Seller’s acceptance is limited to the terms in the Order Acknowledgment and these terms. Additional or different terms in Buyer’s offer are rejected unless they materially affect description, quantity, price, or delivery schedule. Buyer’s receipt of the Order Acknowledgment without objection, or acceptance of goods or services, constitutes assent. Sales representatives cannot bind Seller, and clerical errors may be corrected.

Prices and Taxes

Unless otherwise stated: prices may change without notice, prices are F.O.B. Seller’s facility, and exclude taxes. Taxes will be added as a separate charge, payable by Buyer, or Buyer may provide tax exemption certificates. Prices reflect prevailing costs and may adjust for increases. Quotations assume continuous production; modifications or smaller runs may increase prices.

Payment Terms

Payment is due thirty (30) days from delivery or service, per the Order Acknowledgment. Unpaid balances incur a 1½% monthly finance charge (18% annually), or as legally limited, plus attorneys’ fees for collection. Seller may require advance payment.

Credit Approval

Orders require Seller’s credit department approval. Seller may refuse shipment if payment terms or security are unsatisfactory, cancel credit, or demand advance payment if Buyer’s financial condition is inadequate.

Default in Payment and Bankruptcy

If Buyer fails to pay, Seller may defer shipments, cancel unshipped orders, or pursue legal remedies. In cases of Buyer’s bankruptcy, insolvency, or receiver appointment, Seller may cancel unshipped orders without liability.

Shipment and Delivery

Shipping dates are approximate, contingent on Buyer’s prompt approval or release. Seller is not liable for delays. Shipments are F.O.B. Seller’s facility, with risk passing to Buyer upon carrier delivery. Shipment method is Seller’s choice unless Buyer’s instructions are accepted in writing. Buyer pays transportation and handling charges. Delayed deliveries trigger payment terms as if shipped, with Buyer bearing custody costs. Acceptance waives delay claims. Seller may ship from any facility. Reasonable post-date shipments are valid.

Cancellation and Changes

Orders require Seller’s written consent to cancel. Unauthorized cancellations obligate Buyer to cover work, obligations, lost profits, and inventory. Cancellation for cause needs Seller’s material breach, notification, and cure period. Changes trigger price and payment renegotiation.

Indemnity

Buyer indemnifies Seller against liability, costs, and attorneys’ fees for injury or damage caused by goods in Buyer’s control. Buyer also indemnifies Seller for infringement claims from goods made to Buyer’s specifications.

Indemnity for Infringement of Intellectual Property Rights

Seller defends and indemnifies Buyer against infringement claims for Order Acknowledgment items, covering settlement or damages if Buyer notifies Seller within ten (10) days and grants Seller control. Seller may secure usage rights, modify items, or refund the purchase price less depreciation. Seller is not liable for Buyer-specified designs or modifications. This is Buyer’s sole remedy for infringement.

Installation, Operation, and Service

Buyer installs goods at its expense. Seller’s services, if requested, are charged at established rates plus expenses. Seller is not liable for Buyer’s use of lifting devices, which are for lifting attached components only.

Corrosion and Vibration

Seller is not liable for corrosion, erosion, freezing, vibration, or fouling-related losses.

Limited Warranty

Goods are warranted as described, free from defects for 12 months from shipment or unless otherwise specified on order acknowledgement, with heat exchanger performance warranted at specified conditions. Title is warranted. Supplier components carry supplier warranties only. NO OTHER WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS, APPLY. Goods to Buyer’s specifications have no warranties. Goods may corrode if not stored properly.

Limitation of Remedy

Seller’s liability is limited to repair, replacement, or refund, at Seller’s option. Seller is not liable for consequential, incidental, or special damages, including lost profits, or damages from negligence or improper use. This is a material term.

Warranty Procedures and Claims

Claims must be made within twenty-one (21) days of receipt. Goods must be preserved for Seller’s inspection. Returns need written authorization. Warranty returns require an RGA, prepaid shipment, and intact goods. Unauthorized repairs void warranties. Seller is not liable for installation costs.

Damaged Goods

Buyer reports transit damage or shortages to the carrier before signing and or accepting, as well as to Seller immediately. Buyer bears transit losses. Defective goods are returned prepaid, subject to Seller’s inspection.

Return for Credit

Custom goods are not accepted for credit or exchange. Buyer verifies product accuracy before ordering.

Repairs

Repair returns must be drained, labeled with RGA, and include instructions. A charge applies to goods not drained. Goods unclaimed after 30 days may be scrapped. Repairs are not warranted and are the owner’s responsibility.

Seller’s Right of Possession

For credit or default, Seller may withhold, recall, or repossess goods, which become Seller’s property with Buyer credited. This does not limit Seller’s remedies.

Force Majeure

Seller is not liable for delays or damages from causes beyond its control, like acts of God, strikes, or material shortages. Seller may cancel without liability.

Conditions and Permissible Variations

Orders depend on material availability and regulations. Goods may vary within Seller’s standard limits, with non-material variations allowed.

Quality Assurance

Special specifications must be in the purchase order and accepted. Buyer ensures goods are not used for critical end uses without agreed specifications, indemnifying Seller for unauthorized use. Seller may improve designs without updating prior goods.

Confidentiality and Publicity

Buyer keeps Seller’s information confidential, disclosing only with written consent. Buyer’s information is not confidential unless agreed. Seller may disclose Buyer’s identity in promotions, excluding confidential data.

Technical Assistance and Advice

Technical assistance is AS IS, without warranty. Buyer assumes all risks from its use.

Setoffs and Assignment

Buyer may not deduct, set off, or take credits without Seller’s consent. Orders cannot be assigned without Seller’s written approval, or Seller may cancel.

Termination

Seller may terminate orders with notice. Buyer’s remedy is limited to costs of substitute goods, not exceeding the order price, claimed within sixty (60) days.

Allocation of Risk

These terms allocate risks, reflected in pricing. Buyer acknowledges and accepts this provision.

Packaging

Seller complies with reasonable packaging requirements, charging for special requests. If unspecified, Seller uses standard methods.

Entire Agreement and Modification

These terms, the Order Acknowledgment, and referenced documents are the entire agreement, superseding prior communications. Modifications require Seller’s written consent.

Non-Waiver

Seller’s failure to enforce terms or waive breaches does not waive other terms or rights.

Governing Law and Disputes

This agreement is governed by the laws of the state of Seller’s principal place of business, excluding conflict of law rules. Actions, except Seller’s for purchase price recovery, must be brought within two (2) years. Disputes go to mediation, then arbitration if unresolved, in Seller’s state, with the non-prevailing party paying costs.

Re-orders

Re-orders follow these terms unless under a new written proposal.