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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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