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§1. In the absence of any specific written agreement to the contrary between the parties, the stan-
dard terms of sale and delivery presented below shall apply to all sales of products and services to
purchasers located outside of the United States of America by Balboa Water Group and/or any of
its affiliated entities (collectively, the “company” as defined below).
§ 2. DRAWINGS AND DESCRIPTIONS
All information concerning weight, dimensions, capacity, technical and technological data, etc. as
well as prices listed in catalogues, advertisements, photographic material, price lists and the like is
approximate. Such information shall only be considered binding in the event that such is expressly
stated in the confirmation of order issued by the company or in any form of written agreement
signed by the company.
§3. PRICES
The company shall be entitled to change its prices and/or price lists at any time without advance
notice. In the absence of any written agreement to the contrary, sales shall be made using the
prices for products set forth in the company’s standard price list(s) applicable on the date on which
the order was confirmed. Absent a written agreement to the contrary, all sales originating from
the United States shall be in U.S. Dollars; all sales originating from Denmark shall be in either Dan-
ish Krones (DKK) or Euros (EUR) in the discretion of the company; and all sales originating from
Australia shall be in Australian Dollars (AUD). Prices quoted are ex works (as such shipping term is
defined in the Uniform Commercial Code (the “UCC”) for sales originating from the United States
or in INCOTERMS 2000, as published by the International Chamber of Commerce, Paris, France for
international sales) from the company’s facility, and are for products and standard packaging only
and are exclusive of all installation, warehousing or other services or requests, and exclusive of all
VATs, GSTs, tariffs, duties, export and import taxes, sales taxes, use taxes, inbound governmental
charges or fees, documentation fees, regional taxes and fees and like levies or taxes. Any taxes,
fees or duties which the company may be required to pay or collect relating to the sale, delivery,
processing, use or transportation of the products shall be for the account of the purchaser who
shall promptly reimburse the company on demand. Prices are based on the currency exchange
rates applicable at the time the offer was made, and may therefore be amended by the company at
any time to accommodate changes in the price/currency ratio. Prices quoted on custom products
are open for the time stated in the quote or a maximum of thirty (30) days from the quotation date
and are based on estimated quantities, labor and material requirements and other factors, and are
subject to adjustment by the company from time to time.
§4. DELIVERY
Delivery is ex works from the company’s facility. Risk of loss for the products passes to
the purchaser at the time of delivery by the company to the freight carrier at the point of
shipment. The shipment will be sent at the risk and the expense of the purchaser and the
company has no liability and shall not accept responsibility for loss or damage occurring in
transit. Unless the company has received specific instructions in advance, the company shall
be entitled to select the means of transport and delivery route. The purchaser will provide
the company with a copy of all applicable export documentation associated with export-
ing products within fifteen (15) days after shipment from the port of export. The purchaser
assumes the responsibility to obtain adequate insurance on each shipment. However, for
shipments of products from Denmark to Danish customers only, the company shall take
out and pay premiums for standard transport insurance to cover such shipments within
Denmark. The company can also include the insurance premium as part of the freight on the in-
voice. This premium will usually be equal to 0.2% of the sum of the invoice, though not displayed
separately.
§ 5. FREIGHT POLICY
Unless otherwise agreed in writing, transportation, import and export costs are the sole
responsibility of the purchaser, provided that:
i) GG Australia
Effective January 1, 2009, orders shipped from the GG Australia facility or designated
warehouse and are not under contract, will be assessed a $15 AUD fee for shipments
under 3KG and a $25 AUD fee for shipments exceeding 3KG.
ii)
Valencia-Canada
Effective January 1, 2009, all purchase orders exceeding $15,000 for products shipped from
our Valencia California location to locations within Canada will be shipped freight prepaid.
iii) For products shipped from Denmark, purchasers will be required to pay a documentation
fee of DDK 525/ EUR 70/ GBP 47/ USD 100 for export documents well as dispatch fees for
all orders with total net value of less than DKK 2,500/ EUR 350 GBP 240/ USD 430 of DKK
350/ EUR 50/ GBP 40/ USD 60.
§ 6. DELIVERY TIMES
The delivery time quoted is approximate, with reservations for delays on account of Force Majeure
Events (as defined below). Should any Force Majeure Event occur, delivery times will be postponed
for a period equivalent to the duration of the event(s) in question. Deliveries made on the post-
poned delivery date shall in all respects be considered to have been made on time. Insofar as the
delivery time may be stated as specific number of days or weeks, this period shall be calculated
from the time when the company received from the purchaser all the precise information required
to implement the order. Insofar as the purchaser may fail to meet any payment obligations by or on
the due dates of same, the delivery time shall be postponed for a period equivalent to the dura-
tion in the delay of the payment in question. Insofar as delays arise for reasons other than those
mentioned above, such shall not entitle the purchaser to cancel any order either fully or in part
unless the delay in question can be considered significant and the company fails to complete the
delivery no later than 14 days after having been notified to do so in writing by the purchaser. The
company reserves the right to delay shipment of phone orders until it receives a written confirma-
tion of the order.
§7. PAYMENT
All payments for products will be paid in full in advance of shipment until credit is established. Pay-
ment shall be made in the applicable currency specified in Section 3 above on or before the date
stated on the invoice. In the event that no such date is stated on the invoice, the sum owing shall be
paid in cash in advance of shipment. Upon written approval by the company’s credit department,
invoices may be due thirty (30) days from the date of invoice or on such other terms as approved
by the company’s credit department in writing. The credit department may decline at any time to
permit shipment of products hereunder until receipt of payment, establishment of a letter of credit
or written agreement upon terms and conditions satisfactory to the credit department in its sole
discretion. Payments shall be due on a pro rata basis in the case partial shipments are made by
the company; provided that, delays in the delivery of a non-significant part of the shipment shall
not entitle the purchaser to refrain from paying the full amount owing pursuant to the agreements
reached. Should the purchaser fail to make payment on time, in addition to collection costs, the
company shall be entitled to charge interest on the sum owing at the lesser of (a) 1.5 percent (1.5%)
per month, or (b) the maximum percentage then permitted by law, in either case on the balance
remaining from the time of delivery until such time as payment may be made. If the company
retains a third party to collect overdue amounts, all collection costs resulting from such retainer,
including, without limitation, legal fees and disbursements, shall be payable upon demand by the
purchaser to the company.
In the event that the purchaser fails to accept or permit delivery on time for products that are to be
delivered at a specific time, the company can choose to either sell said products at the purchaser’s
expense, having notified the purchaser of its intention to do so, or to store said products at the
purchaser’s expense such that the purchaser is required to pay all costs linked to the period of
storage. Irrespective of any delays in delivery, the purchaser is in all events obliged to make the
stipulated payment on or by the applicable due date. The purchaser bears the full risk and cost for
any items placed in storage.
§ 8. INSPECTION
The purchaser is encouraged, immediately upon reception of the items purchased, to carry out
an inspection of the products received with good business practice. The purchaser shall have no
right to inspect any products prior to delivery, and any inspection of the products by the purchaser
shall be made within eight (8) days after their arrival at the purchaser’s receiving point. Failure to
make inspection and provide the company with written notice specifying any claimed basis for
rejection within that time will constitute deemed acceptance of the products and, if the purchaser
has established credit terms, a final waiver of the right to make any inspection prior to full payment
for all of the products.
§ 9. CONDITIONS OF OWNERSHIP
If payment is not made before or at time of delivery, title to all products at any time delivered to the
purchaser and which have not been paid for in full shall remain with the company until all payments
have been made in full, and the purchaser hereby grants to the company a security interest (includ-
ing without limitation, a purchase money security interest) in such products at any time delivered
by the company to the purchaser, and in all replacements and substitutions thereof, all additions
and accessories thereto, and all proceeds thereof, to secure payment of the purchase price of all
products, any collection costs, and any other debts owing to the company by the purchaser, and in-
terest thereon. The company and the purchaser agree that the security interest granted hereunder
attaches upon the issuance of the purchaser order by the purchaser to the company. The purchaser
agrees to do all acts necessary to perfect and maintain such right, title and security interest in the
company. The purchaser, at its expense, shall fully insure the products against all perils until the
company has been paid in full.
§ 10. CHANGES TO DESIGN OR PRODUCT OFFERING
The company reserves the right, prior to delivery and without notifying the purchaser in advance,
to carry out such alterations to the design, construction, etc. of its products as the company may
deem necessary in its discretion. Such alterations shall only entitle the purchaser to cancel an un-
fulfilled purchase order insofar as the purchaser proves that the purchase was conditional upon a
specific design, construction or similar requirement. Changes made and any resultant cancellation
of the purchase order does not entitle the purchaser to any form of compensation or damages, or
to a proportional discount in the purchase price. The company reserves the right to discontinue
products or product components at any time for any or no reason.
§11. CONFIDENTIALITY
The purchaser agrees to protect and hold in strict confidence all trade secrets, proprietary and con-
fidential information relating to the products or the company of which it has or gains knowledge.
All drawings, estimates, descriptions and other material of the company made available on the issu-
ing of offers or deliveries are and shall remain the sole property of the company and may not, in the
absence of express permission in writing from the company, be copied, presented to other compa-
nies or used as the basis for performing work. Drawings and other materials that the company has
prepared for use in connection with offers are to be returned or destroyed on request.
§ 12. PACKAGING
Products will be shipped in standard packaging designated and supplied by the company from
time to time in its discretion, which may vary depending on whether the shipment is made by air or
ship or other common carrier. Product containers shall be accompanied by such packing slips, and/
or any other documents and materials as deemed necessary by the company. Custom packaging
will only be available at the purchaser’s expense pursuant to a written agreement, and company
is not responsible for charges associated with overseas containers, containerizing or packaging
for long-term storage, pier handling, marshalling, demurrage, lighterage, heavy lifts and the like.
Boxes and/or other packaging returned will not be credited and will only be accepted on the basis
of a written agreement.
§ 13. RETURNS
Products which are normally stocked by the company for sale (specifically excluding any custom
products or products using or integrating purchaser’s equipment) ordered in error may be returned,
at the purchaser’s expense, within thirty (30) days of delivery for credit, less an amount equal to 25%
of the original purchase price, representing a restocking charge. No product is to be returned to
the company by the purchaser without the prior written consent, acceptance and authorization of
the company, and all returns require a return authorization number which must be included on all
STANDARD TERMS OF SALE AND DELIVERY FOR BALBOA WATER GROUP
(INTERNATIONAL)
Rev. 05 Jan. 25, 2012
