3
English
(US)
2.2 Price
The price quoted in the Quotation shall be the Purchase Price
unless otherwise agreed in the Purchase Order. The Purchase
Price for equipment shall include packing for shipment. Field
Services shall be provided at Seller's standard rates. All other
costs, including packing for storage, freight, insurance, taxes,
customs duties and import/export fees, or any other item not
specified in the Contract, shall be paid by Buyer unless
separately stated in the Quotation and included in the price
quoted. Any sales, use, or other taxes and duties imposed on the
transaction or the equipment supplied shall be paid or reimbursed
by Buyer.
2.3 Payment terms
Payment shall be due within 30 days of the date of Seller's
invoice in U.S. funds unless otherwise agreed. If Buyer does not
observe the agreed dates of payment, Buyer shall pay interest to
Seller on overdue amounts at a rate that is the higher of: 9 % per
annum or a rate 5 % in excess of the rate borne from time to time
by new issues of six-month United States Treasury bills. Seller
shall be entitled to issue its invoice for the Purchase Price for
equipment upon the earlier of shipment, or notice to Buyer that
Seller is ready to ship, and for services, upon completion. If the
Purchase Price exceeds $250,000 USD, Buyer shall pay the
Purchase Price in Progress payments as follows: Fifteen percent
(15 %) upon submittal of general arrangement drawings, thirty
five percent (35 %) after receipt of first Bowl Casting, twenty
percent (20 %) after first case/bowl hydro test or bowl machining
and thirty percent (30 %) after notification of ready to ship.
2.4 Acceptance and inspection
All equipment shall be finally inspected and accepted by Buyer
within 14 days after delivery or such other period of time as is
agreed in the Purchase Order. Buyer shall make all claims
(including claims for shortages), excepting only those provided
for under the warranty clause contained herein, in writing within
such 14 day period or they are waived. Services shall be
accepted upon completion. Buyer shall not revoke its acceptance.
Buyer may reject the equipment only for defects that substantially
impair its value, and Buyer's remedy for lesser defects shall be in
accordance with Section 10, Warranty. If tests are made by Buyer
to demonstrate the ability of the equipment to operate under the
contract conditions and to fulfill the warranties in Section 10,
Buyer is to make all preparations and incur all expenses
incidental to such tests. Seller will have the right of representation
at such tests at its expense, and the right to technically direct the
operation of the equipment during such tests, including requiring
a preliminary run for adjustments.
2.5 Title and risk of loss
Full risk of loss (including transportation delays and losses) shall
pass to Buyer upon delivery, regardless of whether title has
passed to Buyer, transport is arranged or supervised by Seller, or
start-up is carried out under the direction or supervision of Seller.
Delivery shall be ex works, INCOTERMS 2000. Loss or
destruction of the equipment or injury or damage to the
equipment that occurs while the risk of such loss or damage is
borne by Buyer does not relieve Buyer of its obligation to pay
Seller for the equipment.
2.6 Patent or trademark information
If the equipment sold hereunder is to be prepared or
manufactured according to Buyer's specifications, Buyer shall
indemnify Seller and hold it harmless from any claims or liability
for patent or trademark infringement on account of the sale of
such goods.
2.7 Changes
Buyer may request, in writing, changes in the design, drawings,
specifications, shipping instructions, and shipment schedules of
the equipment. As promptly as practicable after receipt of such
request, Seller will advise Buyer what amendments to the
Contract, if any, may be necessitated by such requested
changes, including but not limited to amendment of the Purchase
Price, specifications, shipment schedule, or date of delivery. Any
changes agreed upon by the parties shall be evidenced by a
Change Order signed by both parties.
2.8 Cancellation or termination
Buyer shall have the right to cancel the Contract upon 15 days'
prior written notice to Seller, and Seller shall stop its performance
upon the receipt of such notice except as otherwise agreed with
Buyer. If Buyer cancels the Contract, it shall pay: (a) the agreed
unit price for equipment or components completed and delivered,
(b) additional material and labor costs incurred, and for
engineering services supplied by Seller with respect to the
canceled items, which shall be charged to Buyer at Seller's rates
in effect at the time of cancellation, but which shall not exceed the
contract price for such items, and (c) such other costs and
expenses, including cancellation charges under subcontracts, as
Seller may incur in connection with such cancellation or
termination.
2.9 Delivery and delays
Seller shall use its best efforts to meet quoted delivery dates,
which are estimated based on conditions known at the time 16
A1d.1 606 supercedes 9/05 PACO PUMPS of quotation. Seller
shall not be liable for any nonperformance, loss, damage, or
delay due to war, riots, fire, flood, strikes or other labor difficulty,
governmental actions, acts of God, acts of the Buyer or its
customer, delays in transportation, inability to obtain necessary
labor or materials from usual sources, or other causes beyond the
reasonable control of Seller. In the event of delay in performance
due to any such cause, the date of delivery or time for completion
will be extended to reflect the length of time lost by reason of
such delay. Seller shall not be liable for any loss or damage to
Buyer resulting from any delay in delivery.
Terms and C
onditions
4
The Contract shall be comprised of the following terms, together
with such terms and conditions as are set forth in Seller's written
proposal or quotation (the "Quotation"), including any documents,
drawings or specifications incorporated therein by reference, and
any additional or different terms proposed in Buyer's purchase
order (the "Purchase Order") that are accepted by Seller in
writing, which together shall constitute the entire agreement
between the parties, provided, however, that preprinted terms on
Buyer's purchase order or invoice shall not apply and Seller gives
notice of objection to such terms. An offer by Seller in its
Quotation that does not stipulate an acceptance date is not
binding. This Contract shall be deemed to have been entered into
upon written acknowledgment of the Purchase Order by an officer
or authorized representative of Seller, which may not be modified,
supplemented, or waived except in a writing executed by an
authorized representative of the party to be bound.
2.1 The contract
2. Terms and Conditions
