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shipping paperwork. The company shall have no liability for products damaged in shipment. To
apply for permission to return products, the purchaser must first complete the “Return Goods”
form, which can be found on www.balboawatergroup.com for shipments from the United States
and Australia, or www.hydroair.dk for shipments from Denmark, and then contact the company for
further instructions.
§14. COMPANY WARRANTY POLICY
The company’s limited warranty entitled “Balboa Water Group Limited Warranty” is accepted in its
entirety by the purchaser as the sole warranty relating to the products, and is incorporated herein
and made a part of these terms and conditions by this reference.
§ 15. PRODUCT LIABILITY
The purchaser shall at all times indemnify, defend and hold the company and its present and former
directors, officers, employees agents and affiliates (collectively, “indemnitees”) harmless against all
claims, proceedings, demands and liabilities of any kind whatsoever, including reasonable legal
expenses and attorneys’ fees, arising out of the death of or injury to any person or persons or out
of any damage to property, resulting from the development, production, manufacture, sale, use, or
advertisement of the purchaser’s products. The purchaser shall obtain and carry in full force and
effect at all times commercial, general liability insurance which shall protect the purchaser and the
indemnitees from all such claims. Such insurance shall be written by a reputable insurance com-
pany and shall be endorsed to include product liability coverage, and shall contain limits not less
than those necessary to adequate insure for all such potential claims. The purchaser shall, upon
request, provide the company with certificates of insurance from the insurance carrier evidencing
the foregoing insurance coverage.
§ 16. PRODUCT INFORMATION ADVICE LIABILITY
Absent the existence of a specific written agreement to the contrary, any product information,
technical advice or other informational assistance furnished by the company relating in any manner
to its products shall be furnished without additional charge and will be given and accepted at the
purchaser’s sole risk. The company has no obligation to provide any information or assistance prior
to receipt of the full purchase price from the purchaser for the products. The company will have no
liability for damages, loss or expense arising out of the provision of information or assistance or any
act or omission, including negligence, by the company or its agents. Notwithstanding the forego-
ing, in the limited circumstance where the company has supplied separate, non-standard written
advice to the purchaser in the form of the preparation of specific, customized written calculations
or in the form of a specific, customized written statement concerning the suitability of the items
sold for a specified purpose issued to a purchaser who cannot reasonably be considered to possess
the requisite professional knowledge of the area to be able to evaluate the suitability of the items
without assistance, then the company shall accept limited liability only if the advice provided can be
considered indefensible in relation to the knowledge the company possessed regarding the object
of the advice at the time same was given. The company shall accept no liability for statements if it
has been made clear that such statements are based on an approximate evaluation or estimation.
Should errors be discovered in the written advice supplied by the company in connection with the
delivery from the company, the purchaser shall, without undue delay and immediately after the
purchaser has or should have become aware of the presence of the errors, inform the company of
same. Should this provision be ignored or waived, the company shall only pay compensation for
such losses as may have arisen as a direct consequence of the incorrect advice from the company at
the time at which the purchaser should have informed the company. In no event shall the liability of
the company for losses incurred as a result of incorrect information or advice exceed the obligation
to repair or replace the product in question with like product, and in no event shall the company be
liable to purchaser for any amounts in excess of the purchase price paid for the individual product
which is the subject of the cause of action. The liability of the company for losses incurred as a
result of errors in information or advice shall lapse no later than one (1) year after the items to which
the information or advice is linked have been delivered to the purchaser.
§ 17. LIMITATION ON LIABILITY
THE COMPANY SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN
PERFORMANCE OR OTHER BREACH OF THESE TERMS AND CONDITIONS AND IN NO EVENT,
REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED ON
CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE),
SHALL THE COMPANY’S LIABILITY TO THE PURCHASER EXCEED THE PURCHASE PRICE PAID
FOR THE INDIVIDUAL PRODUCT WHICH IS THE SUBJECT OF THE CAUSE OF ACTION. IN NO
EVENT SHALL THE COMPANY’S LIABILITY TO THE PURCHASER EXTEND TO INCLUDE INCIDEN-
TAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. The term “consequential damages”
shall include, but not be limited to, loss of anticipated profits, operating losses, business inter-
ruption, loss of use or revenue, cost of capital, fines or other indirect losses, or loss or damage to
property or equipment.
§ 18. MINIMUM ORDERS
No orders will be accepted under:
$250.00 USD; 1500 DKK; 200 GBP; 200 EUR; 350 AUD
§ 19. GOVERNING LAWS AND VENUE
By issuing a purchase order to the company, the purchaser accepts these terms and
conditions as applicable therein. Any blanket replacement by the purchaser’s terms and condi-
tions is hereby rejected, and in the event of any inconsistency between the terms and conditions
hereof and the purchase order, the terms and conditions hereof shall prevail in all instances. For
shipments originating from the United States, these terms and conditions shall be governed by,
interpreted under, and construed and enforced in accordance with the internal laws of the State
of California, U.S.A. applicable to agreements made and to be performed wholly within the State
of California, U.S.A., including without limitation the California Uniform Commercial Code and
excluding the application of the United Nations Convention on Contracts for the International Sale
of Goods and INCOTERMS 2000. In the event a judicial proceeding is necessary, the sole forum
for resolving disputes arising under or relating in any manner to these terms and conditions and
any purchase order for shipments originating from the United States are the state or federal district
courts located in the County of Orange, State of California, U.S.A. and all related appellate courts,
and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in County
of Orange, State of California, U.S.A. For shipments originating from Denmark, these terms and
conditions shall be governed by, interpreted under, and construed and enforced in accordance with
the normal rules of Danish law, excluding, without limitation, the application of the United Nations
Convention on Contracts for the International Sale of Goods, and any and all disputes shall be
heard solely by Esbjerg Court, Denmark. For shipments originating from Australia, these terms and
conditions shall be governed by, interpreted under, and construed and enforced in accordance with
the internal laws of the Province of Victoria of Australia excluding, without limitation, the application
of the United Nations Convention on Contracts for the International Sale of Goods, and any and all
disputes shall be heard solely by the provincial court located in Melbourne, Australia. Each party
hereto waives any right to challenge or move the foregoing designated jurisdictions and venues
on grounds of inconvenient forum. Service of process may be made in any manner provided for by
applicable law, and for shipments from the United States, if purchaser is not otherwise subject
to service of process in the State of California, purchaser agrees to and does hereby irrevocably
appoint the Secretary of State of the State of California as purchaser’s agent for the acceptance of
service of process, and a copy of such process shall be mailed by company to purchaser at purchas-
er’s last known address. These terms and conditions are binding upon and enure to the benefit of
the parties hereto and their respective heirs, executors, successors and permitted assigns, as the
case may be. Except with the prior written approval of the company, the purchaser may not assign
a purchaser order or the terms and conditions applicable to it. If any provision contained herein
is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision and all other provisions shall remain in full force and effect.
§ 20. FORCE MAJEURE
The company shall not be liable for any delay in performance, shipment or delivery or
inability to provide the purchaser with any products due to causes beyond its reasonable control,
including, without limitation, strikes, lock-outs, riots, wars, terrorism, mobilization, impoundment,
currency restrictions, obstacles to transport, restrictions on fuel or materials, weather, fire, flood,
earthquake, other Acts of God, governmental order or regulation, missing or incomplete deliveries
from subcontractors, loss of electricity, and acts of the purchaser (including failure to timely provide
the company with requested evidence that any export or import license or permit has been issued
to the purchaser) or any other such causes beyond the control of the company (collectively, “Force
Majeure Events”). Performance, shipment and/or delivery shall be deemed to be suspended for
so long as performance of the same is delayed due to causes beyond the company’s reasonable
control, and the purchaser agrees to accept deliveries whenever such causes have been remedied
in accordance with the terms of the “Delivery times” section above.
§ 21. COMPLIANCE WITH LAWS
All transactions hereunder shall at all times be subject to and conditioned upon compliance with all
applicable export control laws and regulations, including those of the country from which products
are shipped and those of the U.S. Government. The purchaser agrees that it shall not, except as
said laws and regulations may expressly permit, make any disposition by way of transshipment,
re-export, diversion or otherwise, of U.S. origin goods and technical data (including computer soft-
ware), or the direct product thereof, supplied by the company hereunder. The obligations of the
parties to comply with all applicable export control laws and regulations shall survive any termina-
tion, or discharge of any other contract obligations. The purchaser undertakes to keep itself fully
informed of, and to comply with, the applicable export control laws and regulations, including
those of the U.S. Government and any amendments thereof. Notwithstanding any other provisions
herein, the purchaser shall be responsible for timely obtaining any required authorization, such as
an export license, import license, foreign exchange permit, work permit or any other governmental
authorization, even though any such authorization may be applied for by the company. The parties
shall provide each other reasonable assistance in obtaining required authorizations. The company
shall not be liable if any authorization is delayed, denied, revoked, restricted or not renewed and
the purchaser shall not be relieved thereby of its obligations to pay the company for its products or
services or any other charges which are the obligation of the purchaser hereunder. The purchaser
certifies that the products, materials, services, technical data, software or other information or assis-
tance furnished by the company will not be (a) used by any individual or entity listed as a prohibited
party on any list of the U.S. Government or foreign country of prohibited or denied parties, (b) sent
to any party in a country listed as a prohibited country by the U.S. Government or any foreign coun-
try, or (c) used in the design, development, production, stockpiling or use of chemical, biological, or
nuclear weapons either by the purchaser or by any entity acting on the purchaser’s behalf.
§ 22. PUBLICITY
The purchaser shall not make or authorize any news release, advertisement or other disclosure
which directly or indirectly identifies the company as the source of products without the prior writ-
ten consent of the company in each instance.
§ 23. DEFINITIONS
As used herein, the “company” is comprised of the following affiliated entities and divisions:
Balboa Water Group, a Delaware corporation; Balboa Instruments, Inc., a California corporation;
HydroAir International; and GG Industries.
Rev. 05 Jan. 25, 2012
