GLOBAL WATER TERMS AND CONDITIONS OF SALE OR QUOTATION

BUYER’S PURCHASE OF GLOBAL WATER INSTRUMENTATION INC. (“Global Water”) PRODUCTS ARE EXPRESSLY LIMITED TO AND CONDITIONED UPON THE TERMS AND CONDITIONS SET FORTH HEREIN.  Any different terms contained in any purchase order or other document Buyer has sent Global Water or sends in the future are hereby rejected and shall not become part of the contract between the parties, unless otherwise specifically negotiated and agreed to in writing by Global Water and acknowledged in a Global Water Sales Order.

1.  PRICES.  All prices quoted are in U.S. Dollars, not including any shipping charges, taxes, fees or tariffs which are the Buyer’s sole responsibility, unless otherwise agreed to in writing and acknowledged on the Global Water Sales Order document.

2.  ALTERATIONS.  Global Water reserves the right to modify any prices or delivery time, should there be any design or specification alterations by Customer.

3.  DELIVERY.  Delivery dates are estimates only and Global Water is not liable for damages of any kind caused by Global Water’s failure to meet the delivery date specified.

4.  TOOLS AND DIES.  All tools and dies are Global Water’s property.  Charges for tools and dies do not convey rights of title or exclusive use to Buyer.

5.  WARRANTY.  In the event a claimed defect in material or workmanship is discovered in any of Global Water’s products within one year after the date of invoice to Buyer, and if Global Water is notified of the defect in writing within 30 days of the date of discovery of such claimed defect, then Global Water may, at its sole discretion, require that the product be made available, at Buyer’s expense, at Global Water’s premises for Global Water’s inspection.  If after such inspection Global Water deems that the products are defective and the defects are the result of faulty materials and/or workmanship and not in any way from accident, misuse, misapplication, mishandling, modification, abuse or alteration by the Buyer, their client or the shipper, then Global Water shall, at its sole option, repair or exchange the defective products free of charge to Buyer, or credit to Buyer the price of the defective products.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL GLOBAL WATER BE LIABLE FOR ANY CLAIM BASED UPON BREACH OF EXPRESS OR IMPLIED WARRANTY OR ANY OTHER DAMAGES WHETHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, BUSINESS INTERRUPTION, PENALTIES, OR LOSS OF BUSINESS OR CUSTOMER RELATIONSHIPS.

6.  ACCEPTANCE.  Global Water is not bound by any purchase order sent by the Buyer to Global Water until such purchase order is accepted in writing by Global Water.  GLOBAL WATER HEREIN EXPRESSLY REJECTS ANY AND ALL TERMS CONTAINED IN BUYER’S PURCHASE ORDER OR OTHER DOCUMENT SENT BY BUYER TO GLOBAL WATER WHICH MAY BE INCONSISTENT WITH GLOBAL WATER’S TERMS AND CONDITIONS.  IF THE BUYER DOES NOT AGREE IN FULL TO THE TERMS OF GLOBAL WATER’S TERMS AND CONDITIONS AS SET FORTH IN THIS DOCUMENT AND IN A GLOBAL WATER SALES ORDER OR QUOTATION, THE BUYER MUST NOTIFY GLOBAL WATER IN WRITING WITHIN 3 BUSINESS DAYS AFTER RECEIPT OF THE GLOBAL WATER SALES ORDER, SPECIFICALLY ADDRESSING ANY DISAGREEMENT BUYER HAS WITH GLOBAL WATER’S TERMS AND CONDITIONS.  If Buyer does not timely notify Global Water of its objection or disagreement to Global Water’s Terms and Conditions, Global Water will proceed with the manufacture and/or delivery of the products referred to in the Global Water Sales Order and the Buyer shall be responsible for the payment of the price and for the performance of all the Terms and Conditions as set forth therein, AND IN SUCH EVENT BUYER WAIVES ANY AND ALL CLAIMS OR DEFENSES OR RELIANCE UPON BUYER’S PURCHASE ORDER OR OTHER DOCUMENTS SENT BY BUYER TO GLOBAL WATER WHICH CONTAIN TERMS OF SALE INCONSISTENT WITH THOSE SET FORTH IN GLOBAL WATER’S TERMS AND CONDITIONS, AND BUYER THEREBY AGREES AND KNOWINGLY ACKNOWLEDGES HEREIN TO BE FULLY BOUND BY GLOBAL WATER’S TERMS AND CONDITIONS SET FORTH IN GLOBAL WATER’S SALES ORDER OR QUOTATION AND ACCEPTANCE OF ORDER.

7.  PAYMENT.  Payment is due based upon the payment terms set forth in the Global Water Sales Order or Quotation.  Global Water reserves the right to refuse payment by check, credit card or draft, and may institute C.O.D. or cash-in-advance terms at any time.  If payment is not received as specified in the terms of payment on the Global Water Sales Order or Quotation, Buyer agrees to pay interest of 18% annually (or such lower rate as may be the maximum allowable by law), together with Global Water’s cost of collection including reasonable attorneys’ fees.  If a check or draft accepted by Global Water is returned unpaid for any reason, the Buyer agrees to pay Global Water a $50 handling charge plus any associated bank fees for such return.

8.  SHIPMENT.  All price quotations are EXWORKS (per IncoTerms 2000) Global Water’s factory in Gold River, State of California, U.S.A. and shipment of product shall be per the shipment method specified in the Sales Order or Quotation, unless otherwise specifically stated in writing.  Global Water does not assume any liability in connection with shipment of product.

9.  CANCELLATION POLICY.  No order may be canceled unless, no less than 30 days prior to the scheduled shipment date: (a) written notice of cancellation is received by Global Water; and (b) Buyer makes full payment to Global Water of the cancellation charge.  A cancellation charge of up to 15% of net price may be assessed for properly and timely canceled orders.

10.  RETURN POLICY.  Returned product will not be accepted without a return authorization number (RMA #). Global Water is the final judge of whether the product is acceptable for return.  New merchandise may not be returned for full credit beyond 30 days from shipment.  All returned goods must be sent freight prepaid and are subject to a minimum restocking charge of 35% after the initial 30 day period from the date of invoice.

11.  DEFAULT.  If the Buyer fails to carry out any of the terms as set forth in the Global Water Sales Order and Global Water’s Terms and Conditions, files for bankruptcy protection, goes into receivership, or makes an assignment for the benefit of creditors, then: (i) all monies due Global Water from the Buyer shall become immediately due and payable; (ii) Global Water may cancel all pending accepted orders without prejudice to any of Global Water’s other rights or remedies existing at the time of cancellation;(iii) Global Water may resell any goods previously agreed to be supplied or held for the Buyer; and (iv) Global Water may postpone any shipments, even if in transit.  In such event, the Buyer shall pay Global Water for any loss, damages, costs, and attorneys’ fees arising from the Buyer’s default, including costs of collection and suit.

12.  INTELLECTUAL PROPERTY.  All rights residing in designs, design collaboration, copyright, or design commission, remain with Global Water and Buyer agrees to keep any drawings, plans, specifications or pricing information or any other proprietary information supplied by Global Water to Buyer confidential and Buyer agrees not to divulge any such proprietary information without the written prior consent of Global Water.  Global Water may seek all available remedies at law or equity, including attorney’s fees, against Buyer for Buyer’s breach of this paragraph.

13.  APPLICABLE LAW.  This agreement between Global Water and the Buyer shall be governed by and construed in accordance with the laws of the State of California, U.S.A. and any action brought under this Agreement shall be brought in Sacramento County, California.

14.  SEVERABILITY.  In the event that any part or provision of this agreement is declared fully or partially invalid, unlawful or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and the agreement will remain in full force and effect, if the essential terms and conditions of this agreement for each party remain valid, binding and enforceable.

15.  ACKNOWLEDGMENT.  Global Water’s acceptance of any purchase order received from Buyer is expressly conditioned upon the Buyer’s agreement to all of the Terms and Conditions set forth herein and in the Global Water Sales Order form.  THE BUYER AGREES IT HAS FULL KNOWLEDGE OF GLOBAL WATER’S TERMS AND CONDITIONS AND ACCEPTS THEM AS THE EXPRESS TERMS OF THE CONTRACT BETWEEN THE PARTIES AND BINDING UPON THE PARTIES, AND WAIVES ANY AND ALL TERMS IN BUYER’S PURCHASE ORDER OR ANY OTHER DOCUMENT BUYER HAS SENT TO GLOBAL WATER WHICH ARE INCONSISTENT WITH GLOBAL WATER’S TERMS AND CONDITIONS, UNLESS OTHERWISE SPECIFICALLY AGREED TO IN WRITING BY GLOBAL WATER.

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