Terms and Conditions
Ampco Pumps Company
Page 24
10. CHANGES
. Changes in any work to be performed hereunder may be made only upon Purchaser’s written instructions and acceptance by
Seller in its discretion. Any change in drawings, materials or design of the Products, or to tools, fixtures or other items used to produce the
Products, which affects Seller’s cost to produce the Products will entitle Seller to adjust the price to take into account any additional costs. If
work has been started, Seller shall be properly reimbursed for work already performed; if Products already produced are not a
ccepted by
Purchaser, Seller has the right to adjust the price to take into account any additional costs caused by an increase or decrease in quantities or in
the time required for performance under the agreement.
11. TERMINATION
. After Seller has commenced work, ordered any materials or made any other commitments pursuant to the agreement, it
may be terminated only with the prior written agreement of Seller providing for equitable cancellation charges. Such charges shall reimburse
Seller for any completed items at the contract price, and for any work-in-process items at the contract price less the cost to complete.
Termination on any other basis must be specifically agreed on in writing in advance between Purchaser and Seller.
12. DEFERRED DELIVERIES
. Orders or deliveries will be deferred only upon the prior written agreement of Seller in its discretion, and
then only upon the following conditions:
(a) The deferral period may not exceed sixty (60) days. At the end of the deferral period, if no release is provided by Purchaser,
Seller reserves the right to render an invoice for and ship the completed portion of the order to the destination specified in Purchaser’s order, or
to store such material at Purchaser’s expense at Seller’s standard storage charges then in effect.
(b) For the portion of the order that is not completed, if no release is provided by Purchaser at the expiration of the deferral period,
Seller reserves the right to render an invoice for any completed items at the contract price, and for any work-in-process items at the contract
price less the cost to complete.
(c) Purchaser shall bear the risk of loss or damage to materials held at Purchaser’s request.
13. LIMITATION OF LIABILITY
. IN NO EVENT SHALL SELLER BE LIABLE UNDER ANY CIRCUMSTANCES: (a) FOR ANY
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR
LABOR COSTS) ARISING FROM OR RELATING TO THE PRODUCTS OR THEIR SALE, USE OR INSTALLATION; (b) FOR
DAMAGES TO PROPERTY (OTHER THAN THE PRODUCTS PURCHASED FROM SELLER); (c) FROM ANY BREACH OF ITS
WARRANTY OR ANY OTHER OBLIGATIONS TO BUYER; OR (d) FOR ANY OTHER CAUSE WHATSOEVER, WHETHER BASED
ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, OR ON TORT OR OTHER THEORY OF
LIABILITY, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS (WHETHER OR NOT IN WRITING) THAT MAY HAVE
BEEN RENDERED BY SELLER CONCERNING THE DESIGN, MANUFACTURE, SALE, USE OR INSTALLATION OF THE
PRODUCTS.
14. INFRINGEMENT
. Seller at its expense will defend and hold Purchaser harmless from and against all damages, costs and expenses arising
from any valid claim of infringement by a third party with respect to any patent or other intellectual property rights (collectively, the
“Intellectual Property Rights”) caused by Products originally manufactured by Seller, provided Purchaser (a) has not modified such Products,
(b) gives Seller immediate notice in writing of any claim or commencement or threat of suit, and (c) permits Seller to defend or settle the same,
and gives all immediate information, assistance and authority to enable Seller to do so. In the event any such originally manufactured Products
are held to infringe an Intellectual Property Right and if Purchaser’s use thereof is enjoined, Seller will, at its expense and option: (1) obtain for
Purchaser the right to continue using the Products, (2) supply non-infringing Products, (3) modify the Products so that they become non-
infringing, or (4) refund the then market value of such Products. In no event shall Seller’s liability exceed the sale price of the infringing
Products. THE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE
OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT AND IS IN LIEU OF ANY STATUTORY WARRANTY
RELATING TO INFRINGEMENT. Notwithstanding the foregoing, Seller shall have no liability as to any Products or parts thereof that are
manufactured or modified by Purchaser or a third party, or that are manufactured or modified by Seller in accordance with Purchaser’s
specifications. Purchaser will defend and hold Seller harmless from and against all damages, costs and expenses whatsoever arising from any
claim for infringement of any Intellectual Property Rights relating to Products that have been manufactured or modified by Seller according to
specifications provided by Purchaser.
15. CERTAIN LAWS
. Seller will comply with the applicable requirements of the Fair Labor Standards Act of 1938, as amended, Executive
Order 11246, and THE rules, regulations and orders of the Secretary of Labor relating thereto.
16. PERIOD FOR ACCEPTING QUOTATIONS
. Unless accepted without modification within thirty (30) days of issuance, or prior to
withdrawal by Seller if earlier, all quotations automatically expire at the end of such thirty (30) day period.
Ampco Pumps Company AC+ Dry Blender Manual M-028 Rev C 12.20
