Terms and Conditions

Any  changes must be signed by both parties. Seller’s waiver  of any  performance will not constitute a waiver of any other  performance.   These conditions supersede any prior written or oral  agreement,  understanding, representation or promise, and any pre-printed  or  standard terms and conditions contained in Buyer’s request for  quote,  purchase order, invoice, order acknowledgement or similar  document.  

Buyer  agrees to indemnify, hold harmless and defend the  Protected Group,  against any and all judgments, losses, damages,  expenses, costs,  including defense costs and legal fees, arising from  any and all claims  for liability arising or claimed to arise from any  act or omission of  Buyer or Seller in any way related to this order or  products. To the  extent the aforesaid obligation is prohibited by law,  obligation will,  but only to extent of such prohibition, be null and  void. The remainder  of Buyer’s indemnity obligations will remain in  effect.   

No  suit or cause of action or other proceeding will be  brought against  either party more than one (1) year after accrual of the  cause of  action or one (1) year after the claim arises, whichever is  shorter,  whether known or unknown when the claim arises or whether based  on  tort, contract or any other theory.  These terms will be governed by   and construed in accordance with the laws of the State of Ohio (without   giving effect to conflict of law rules) as to all matters. The parties   irrevocably submit to the exclusive jurisdiction of the United States   District Court for the state of Ohio. 

Buyer  may cancel this order only with the prior written  consent of Seller.   Buyer agrees to pay Seller a cancellation charge for  any such  cancelled order, which charge will be no less than 10% of  purchase  price.  

Seller  will not be liable for special, indirect,  consequential, incidental or  punitive damages of any kind (including but  not limited to loss of  use, revenue or profits, inventory or use  charges, cost of capital or  claims of customers) incurred by Buyer or a  third party.  Total  liability of Seller, including its affiliates,  officers, employees,  agents, subcontractors, suppliers and  representatives (the “Protected  Group”) with respect to the order or a  breach thereof, is capped at the  order price of the specific product  giving rise to the claim. 

Quoted  shipping dates are estimates only.  Seller will meet  quoted schedules  or reflect current schedules upon order  acknowledgement.  Lead-time  will be as mutually agreed to at the time of  product release to  manufacture and credit package approval by Seller.   Seller will not be  responsible for delay in deliveries due to any cause  beyond Seller’s  reasonable control, boycotts, floods, epidemics,  quarantine  restrictions, war, insurrection, terrorism, riot, civil or  military  authority, freight embargo, transportation shortages or  delays,  unusually severe weather or inability to obtain necessary labor,   materials or manufacturing facilities due to such causes.  In the event   of a delay, the date of delivery will be extended for a length of time   equal to the period of the delay.   

Payment  is due 100% upon purchase or net 30 days after  invoice date (ONLY to  pre-authorized Buyers). No retainage or portion of  the amount due may  be held for any reason.  Payment is not contingent  on payment from or  approval of any third party.  All orders and  shipments are subject to  credit approval.  Waivers of lien will be  provided upon request after  full payment is received. If Buyer fails to  pay Seller as specified  herein, Buyer agrees to pay all collection  costs, attorney fees and  expenses incurred in collecting payment,  including interest at the  maximum charges incident to delivery or  products.  Quoted prices may  increase if shipment is delayed beyond  scheduled shipping date due to  Buyer’s delay.   

Unless  otherwise noted, quoted price is F.O.B. shipping  point. Buyer will  pursue claims directly with carrier for products  received that were  damaged in transit. Each shipment will be accompanied  by a packing  list. Buyer will check shipment against packing list and  report any  shortages and discrepancies in writing to Seller within five  (5)  business days after receipt.   

Buyer  will comply with all applicable import and export  control laws and/or  regulations, including without limitation those of  the U.S. and/or  other jurisdictions from which products may be supplied  or to which  they may be shipped. Buyer will not use, transfer, release,  import,  export or re-export products in violation of such applicable  laws  and/or regulations. NO  SHIPMENT SHALL BE AUTHORIZED NOR  EXECUTED WITH KNOWLEDGE OF FINAL  DESTINATION TO THE FOLLOWING COUNTRIES:  Cuba, Iran, North Korea,  Russia, Syria, Venezuela, or the Crimea region  of Ukraine (including  Sevastopol or Simferopol). SHIPPING TO THESE  COUNTRIES IS STRICTLY  PROHIBITED! 

Quoted  prices exclude sales, use or other taxes.  Where  applicable, all taxes  will be billed to Buyer at time of shipment,  unless Buyer provides  proper exemption documentation before shipment is  invoiced.  

Seller  warrants the products to be free of defects in  workmanship and  material under normal use and service, and when used for  the purpose  and under the conditions for which they are intended, for a  period of  12 months from the date of shipment.  If Seller determines  (in its sole  discretion) during the warranty periods that a product is   non-conforming, then at its options, Seller will repair, replace or   refund the unit purchase price of the products.  THIS  WARRANTY  IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,  INCLUDING THE  WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. This  warranty is conditioned on Buyer’s agreement to provide written  notice  of the alleged defect prior to commencing any remedial work and  in no  event will the warranty include the cost of valve removal or   re-installation. Seller warrants equipment of other manufacturers only  to the extent of  the other manufacturer’s guarantee. Buyer is solely  responsible for  performing sufficient qualification testing and  engineering to determine  whether Seller’s product is suitable for use  in Buyer’s application.  Any statements made by Seller related to such  determinations reflect  Seller’s professional opinion and should not be  relied upon by Buyer.  Seller Shall not be responsible for ensuring its  products meet any  standards, codes, or federal or state regulations  applicable to Buyer’s  application.