DELTA INDUSTRIAL CORPORATION, INC. DBA DELTA MECHANICAL SEALS
Standard Terms and Conditions of Sale
All sales of Delta Industrial Corporation DBA Delta Mechanical Seals, a duly recognized and qualified Delaware Corporation, products are made on the following terms and conditions. Delta Industrial Corporation DBA Delta Mechanical Seals shall herein be referred to as the "Company". The product or products being sold by Delta Industrial Corporation DBA Delta Mechanical Seals, are referred to below as "goods".
1. Agreement: If Purchaser has not otherwise agreed to these terms of sale, Purchaser's acceptance of delivery of or payment for the goods will indicate agreement to these terms. The Company, objects to and will not agree to any additional or different terms that may appear on any purchase order or other paper sent to the Company by Purchaser. Any quotation, recommendation, order, request for cancellation, change of design, return of goods for credit, or other agreement shall not be binding on the Company, unless agreed to in writing at the Company's home office in Fall River, Massachusetts, by an authorized officer or agent of the Company. Purchaser has not made any promises or representations to the Company and the Company has not made any to purchaser, that are not part of this Agreement. Any addition of, change in, or waiver of, any provision of this Agreement must be made in writing and sent to purchaser by first class mail.
2. Notice: Any notice required hereunder shall be given in writing to the Company at the Company's home office in Fall River, Massachusetts, and to Purchaser at Purchaser's home office, unless Purchaser designates in writing another address for such notices.
3. Payment Terms and Price: Standard payment terms are prepaid (Visa & Mastercard are accepted. Any prompt payment discount to which Purchaser is entitled and any service charge which will be imposed for late payment shall be indicated on the Company's quotation, purchase order acknowledgement, and invoice. All prices and discounts are subject to change without notice, but thirty (30) days notice will be given whenever possible. In selected cases, the Company at it's discretion may offer terms of net 15 days. The Company's stated price does not include any privilege, occupation, personal property, value-added, sales, excise, use or other tax, and Purchaser shall be liable for all such taxes, whether or not invoiced by the Company.
4. Solvency and Security Interest: Purchaser represents to the Company that Purchaser is solvent. Purchaser grants the Company a security interest in all goods to secure Purchaser's present and future obligations to the Company. At the Company's request, Purchaser shall give the Company a signed financing statement reflecting this security interest.
5. Delivery and Risk of Loss: Shipping dates are estimates only. All deliveries are subject to modification or cancellation due to events beyond the Company's control including, but not limited to, storms, floods, acts of God, fires, strikes, walk-outs, riots, and war. Title to the goods and risk of loss shall pass to the Purchaser upon delivery of the goods to the original carrier. As an accommodation to Purchaser, the Company will trace any lost shipments and file any insurance claims when goods have been shipped by surface UPS or surface Parcel Post. If Purchaser selects an alternate method of transportation, Purchaser shall trace any lost shipments and file any insurance claims.
6. Specially Manufactured Goods: Any tooling or other equipment which the Company may use in manufacturing goods designed to Purchaser's specifications is not part of the sale to Purchaser and shall remain the Company's property, even if the sales price includes a charge for the use of such tooling. Purchaser will indemnify and hold harmless the Company as to any claims brought or damages suffered because of any claimed unfair competition or patent, trademark or copyright infringement or any other claim resulting from the Company's manufacture of the goods to Purchaser's specifications.
7. Changes In the Goods: The Company may make design or engineering changes in the goods and in its processes and methods of manufacture.
8. Warranties: All warranties herein are subject to the limitations in Paragraph 9. The Company warrants that all goods will conform to the description contained in the Company's order-acknowledgement form, including amendments thereto. The Company also warrants that during the six (6) month warranty period, defined herein, the goods are fit for particular uses and applications for which they are intended, as described in the Company's current printed literature describing such goods, and for no other uses and applications. The Company further warrants that all goods shall be free under normal use and service from defects, as defined herein, for a period of six (6) months after shipment.
For purposes of this paragraph, a defective item is an item which is found by the Company to have been defective in materials or workmanship, if the defect materially impairs the value of the goods to Purchaser, provided that if Purchaser shall have approved a sample, or drawings of, or specifications for, the goods, then the goods shall not be defective to the extent they conform to the sample, drawings, or specifications. If any item of the goods proves to be defective within the warranty period and if Purchaser returns the item to the Company within that period, freight prepaid, to the Company's plant in Fall River, Massachusetts, the Company shall either repair or replace (at the Company's option) the defective item at the Company's expense. Repair or replacement does not include any cost of removal or re-installation of the defective item. If the Company opts not to repair or replace a defective item after Purchaser returns it to the Company, the Company shall issue a credit to Purchaser covering all or part of the purchase price, as the Company shall determine. This paragraph sets forth Purchaser's sole and exclusive remedies for any defect in the goods.
9. Limitations of Warranties: THE WARRANTIES HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. IN PARTICULAR, THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY SHALL HAVE NO LIABILITY TO PURCHASER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, OR OTHER ECONOMIC INJURY DUE TO ANY DEFECT IN THE GOODS OR ANY OTHER, ANY BREACH BY THE COMPANY. THE COMPANY SHALL HAVE NO LIABILITY TO THE PURCHASER IN TORT FOR ANY NEGLIGENT DESIGN OR MANUFACTURE OF THE GOODS, OR FOR THE OMISSION OF ANY WARNING THEREFROM.
The warranties provided in Paragraph 8 shall be null and void if any of the following events occur:
(A) Any part of the goods is selected, designed, or produced by parties other than the Company or is not approved by the Company.
(B) Purchaser breaches any of the warranties to, or agreements with, the Company set forth in Paragraph 10 of this Agreement. The Company's liability for any defect in any component part manufactured by other than the Company, but incorporated into the goods furnished to Purchaser, shall be limited to the warranty which such manufacturer or supplier made to the Company, provided that in no event shall the Company's warranty for any component part be greater than the warranties as provided in Paragraphs 8 and 9 of this Agreement.
On any resale of the goods, Purchaser shall contractually limit the subsequent Buyer's rights and remedies to the same extent as Purchaser's are limited under this Agreement.
The Company shall not be liable under any warranty provided in this Agreement unless Purchaser shall notify the Company of its claim in writing within thirty (30) days after the events or circumstances giving rise to the claim.
10. Purchaser's Obligations: Purchaser warrants and agrees as follows:
(A) All dimensional data or mechanical characteristics of the equipment with which the goods shall be used and all chemical and physical characteristics of the environment in which the goods shall be used have been included in the original request for quotation, if any, or the original purchase order.
(B) All equipment with which the goods shall be used shall be in good repair when the goods are installed and shall be maintained in good repair so long as the Company goods are used with that equipment.
(C) All goods shall be installed in accordance with the Company's installation instructions.
(D) All goods shall be repaired only by the Company or by an Authorized Repair Distributor of the Company.
(E) Purchaser shall not change or modify the goods in any way.
(F) Purchaser shall not misuse, abuse or damage the goods.
If Purchaser shall breach any of its warranties to, or agreements with, the Company, Purchaser shall indemnify and hold the Company, harmless from and against all damages, losses, claims and expenses, including Attorney fees. In particular, Purchaser shall indemnify the Company for any claim by, or damage to, any third party, including any employee of Purchaser, that arises in connection with the goods.
11. The Company's Rights: The Company shall have the rights and remedies given to sellers by applicable law. The Company's rights and remedies shall be cumulative and may be exercised from time to time. The Company shall not lose any right because the Company has not exercised it in the past.
12. Applicable Law: Northeast Equipment, Inc., DBA Delta Mechanical Seals, a duly recognized Rhode Island Corporation and a duly qualified Massachusetts Corporation and Purchaser have made this Agreement in Massachusetts and it will be governed by, and interpreted according to Massachusetts Law, with the provisions that any actions for breach of this Agreement must be commenced within one (1) year after such breach. Any lawsuit arising out of this Agreement or the goods may be handled by any Federal or State Court in Massachusetts, and Purchaser consents that that court shall have personal jurisdiction over Purchaser.
13. Severability: If any provision of this contract is invalid or unenforceable under any law, the provision shall be ineffective to that extent, but the remaining provisions shall be unaffected.
14. Warranty: The warranties herein are in lieu of all warranties, express, implied, statutory or otherwise. In particular, Northeast Equipment, Inc. a R.I. corporation doing business as Delta Mechanical Seals (herein referred to as "Delta") makes no warranty of merchantability or fitness for a particular purpose. Delta shall have no liability to purchaser for consequential or incidental damages of any kind whatsoever, including, but not limited to, personal injury, property damage, lost profits, or other economic injury due to any defect in the product or products being sold or any other entity or any breach by Delta. Delta shall have no liability to the purchaser in tort for any negligent design or manufacture of the goods, or for the omission of any warning therefrom.
15. Warning This recommendation has been made based on typical properties and applications. Your specific application should not be undertaken without independent study and evaluation to verify that the chosen product is suitable for your needs. For specific applications not addressed by this system or should you have any questions about applications addressed by the system, please contact a technical support representative of Delta Mechanical Seals. Please be aware that failure to select the proper product(s) could result in serious property or personal injury. Performance data used by this system has been developed from field testing, customer feedback, response, and field reports, and/or in-house testing. Delta Mechanical Seals has taken the utmost care when compiling this guide, however, it assumes no responsibility for errors. Specifications are subject to change without notice. This edition cancels all previous editions and updates. Information in this system is subject to change without notice. Copyright Northeast Equipment, Inc. DBA Delta Mechanical Seals, 1996. All rights reserved.