D-1401 & D-1402 Portable Metering System Installation and Operation Guide • 03-17
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CONDITIONS OF SALE
1.
ACCEPTANCE
: The following Conditions of Sale apply to all sales of ONICON’ s products. These provisions shall apply even if
ONICON fails to object to provisions appearing on, incorporated by, referenced in, or attached to Buyer’ s purchase order form. Buyer’ s acceptance of
delivery of ONICON’ s products constitutes its acceptance of these Conditions of Sale.
2.
DELI VERY AND TI TLE
: All product shipments are F.O.B. shipping point and title passes to the Buyer at the time ONICON delivers the
merchandise to the carrier. Risk of loss or damage to the product passes to the Buyer at the time ONICON delivers the product to the carrier. The Buyer
immediately upon receipt should inspect all shipments, and should there be any evidence of damage or loss in transit, Buyer must file claims or tracers
upon carrier. ONICON will assist in tracing shipments upon request.
3.
LI M I TED WARRANTY
: ONICON warrants that for a period of two (2) years following the date of original shipment of an ONICON
product: (i) the product will conform to ONICON’ s standard written specifications applicable to such product in effect on the date of Buyer’ s order, or as
modified by ONICON’ s quotation or Buyer’ s purchase order accepted by ONICON, (ii) the product will be free from defects in workmanship, and (iii) that
ONICON has title to the product prior to shipment to the Buyer; provided, however, that the warranties provided herein shall be void and may not apply in
the event Buyer misuses or damages a product, including, but not limited to, any use by the Buyer of a product for an application other than one of a type
approved by ONICON. ONICON’ s sole liability and Buyer’ s sole remedy for any breach of the foregoing warranty is for ONICON to repair or replace, at
ONICON’ s option, any defective product that is returned to ONICON during the warranty period. EXCEPT AS MAY BE SPECIFICALLY AGREED BY
ONICON IN WRITING IN RELATION TO EACH SALE, NO OTHER WARRANTIES SHALL APPLY, WHETHER EXPRESSED, IMPLIED OR
STATUTORY, AND THERE SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4.
REM EDI ES
: ONICON’ s OBLIGATION UNDER THE FOREGOING WARRANTIES IS LIMITED SOLELY TO REPAIR OR
REPLACEMENT, AT ONICON’ s OPTION, OF DEFECTIVE OR NONCONFORMING PRODUCTS. ONICON SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES WHETHER FOUND ON CONTRACT, TORT OR ANY
OTHER THEORY OF LAW. No products shall be returned to ONICON without its prior consent and transportation and insurance costs shall be prepaid.
Any repair or replacement of ONICON’ s products under the foregoing warranty will be at no charge to the Buyer provided such repair is done at the
ONICON factory or authorized service center. ONICON products that are repaired or replaced under this warranty will be returned to Buyer via the same
method of shipment use to return the product to ONICON. Repair or replacement of ONICON products is conditioned upon ONICON’ s acknowledgement
of any alleged defect or nonconformance during the warranty period and issuance of a Return Authorization number. All product returns must reference
the Return Authorization number on the outside of the shipping carton and on any paperwork referencing the return.
5.
PRI CES AND PAYM ENT TERM S
: The prices set forth in the most recent quote or acknowledgement as applicable, supersede all
previous prices or quotations. All quotations are subject to change or withdrawal without notice except as may be specifically noted on the face of the
quotation. The prices shown do not include sales, excise or government charges payable by ONICON to Federal, State, or local authority. Any such tax or
charge now or hereafter imposed upon the sale or shipment of the products under this contract will be added to the purchase price. Buyer agrees to
reimburse ONICON for such tax or charge or provide ONICON with an acceptable exemption certificate. Payment of invoices will be due 30 days from
the date of shipment of the products contained therein. In the event that payment of an invoice is not received by the invoice due date, ONICON will
assess a late fee not to exceed 1.5% per month or 18% per year, or the maximum allowable by law whichever is lower.
6.
CANCELLATI ON
: Buyer may cancel its order, or any part of it, by sending written notice of cancellation to ONICON and paying a
reasonable cancellation fee as determined by ONICON. The reasonable cancellation fee will reflect, among other factors, the expenses already incurred
and commitments made by ONICON, sales and administrative costs and profit as determined by ONICON. If Buyer received a reduced price based on the
quantity of products ordered, but has not purchased the applicable quantity at the time of cancellation, Buyer will pay the price it would have paid had
ONICON’ s sale price been based on the quantity actually purchased.
7.
CHANGES
: If Buyer makes any changes in its drawings, designs, or specifications applicable in any contract with ONICON that cause an
increase or decrease in the cost of performance of the contract, or if such changes result in rework or obsolescence, an equitable adjustment shall be made
to the contract. Such changes are subject to ONICON’ s prior written consent.
8.
EXCUSABLE DELAY
: ONICON shall under no circumstance be responsible for failure to fill any order or orders when due to: fires,
floods, riots, strikes, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material supplies, or power at current price or on
account of shortages thereof, acts of God or of the public enemy, any existing or future laws or acts of the Federal or State Government (including
specifically, but not exclusively, and orders, rules or regulations issued by any official or agency of any such government) affecting the conduct of
ONICON’ s business with which ONICON in its judgment and discretion deems it advisable to comply as a legal or patriotic duty, or due to any cause
beyond ONICON’ s reasonable control.
9.
PATENTS
: ONICON shall defend all suits or proceedings brought against Buyer or its customers arising from claimed infringements of
any patent, trademark, service mark or copyright for any product furnished by ONICON and shall indemnify it against all costs, fees, and damages on the
condition Buyer promptly notifies ONICON in writing and provides information and assistance to enable ONICON to conduct the defense, provided that
ONICON shall have no such obligation in case of infringement resulting from ONICON’ s conformance to special requirements of Buyer. If ONICON is
not able to settle any such suit or proceeding on acceptable terms, ONICON may, at its option, require return of the infringing product and refund the
purchase price to Buyer less a reasonable allowance for depreciation or use.
10.
FAI R LABOR STANDARDS ACT
: ONICON represents that all products delivered under this contract are furnished in accordance with
the applicable provisions of the Fair Labor Standards Act as amended.
11.
APPLI CABLE LAW
: This document and any resulting contract shall be governed by and construed in accordance with the laws of the
State of Florida. The courts of the State of Florida and the federal courts located in Florida shall have jurisdiction and venue with respect to litigation to
this contract. In the event of litigation, the prevailing party shall be entitled to recover attorney’ s fees and costs from the non-prevailing party, including
appellate attorney’ s fees.
12.
M ODI FI CATI ONS
: These Conditions of Sale along with the prices, quantities delivery schedules and other provisions and instructions
in applicable quotations by shall constitute the entire agreement between ONICON and Buyer pertaining to any resulting contract. They can be modified
only in writing.