CONDITIONS OF QUOTATION AND SALE

 1.        OTHER CONDITIONS OR CHANGES:

Seller hereby objects to any provisions or conditions of Buyer’s order which are in any way inconsistent with, or in addition to, Seller’s terms and conditions herein.  Such inconsistent or additional terms and conditions shall have no effect and shall not be binding on Seller, unless made in writing and signed by a representative of Seller duly authorized for that purpose.  No changes in, modifications of, or additions to the terms and conditions on the face or reverse of this form shall be binding on Seller unless made in writing and signed by a representative of Seller duly authorized for that purpose.

 2.        ACCEPTANCE:

All orders are subject to review and acceptance by the Seller at its home office in Fort Wayne, Indiana.  Seller’s acceptance is expressly conditional on buyer’s assent to the terms and conditions contained herein.

 3.        TAXES:

Prices do not include Federal, State, or local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by Seller to the sales prices where Seller has the legal obligation to collect same, and will be paid by Buyer unless Buyer provides Seller with a proper tax exemption certificate.

 4.        TITLE, DELIVERY, AND RISK OF LOSS:

Unless otherwise specified on the face of the order, the goods shall be delivered F.O.B. the place of shipment (Seller’s plant), and title thereto and liability for loss or damage in transit or thereafter shall pass to Buyer upon Seller’s delivery of the goods to a common carrier for shipment to Buyer.

 5.        CONTINGENCIES:

Seller shall not be responsible for any failure to perform due to causes beyond its control.  These causes shall include but not be restricted to fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war rebellion, labor disputes, labor shortages, transportation embargoes, or failure due to delays in transportation, inability to secure raw materials or machinery for the manufacture of its devices, acts of God, acts of the Federal Government or any agency thereof, acts of any state or local government or agency thereof, and judicial action.  Similar causes shall excuse Buyer for failure to take goods ordered by Buyer, other than those already in transit, or those specially fabricated and not readily salable to others.

 6.        EQUAL EMPLOYMENT:

Unless this contract is exempted by the rules and regulations of the Secretary of Labor issued pursuant to Section 201 of Executive Order 11246 there is incorporated herein by reference Paragraph 1 through Paragraph 7 of the contract clause set forth in Section 202 of Executive Order 11246.

 7.        NON-WAIVER OF DEFAULT:

Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by Buyer, Seller may decline to make further shipments, without in any way affecting its right under such order.  If, despite any default by Buyer, Seller elects to continue to make shipments, its action shall not constitute a waiver of any default by Buyer or in any way affect Seller’s legal remedies for any such default.

 8.        FINANCIAL CONDITION:

Seller may suspend or cancel this or any unfilled order if Buyer’s financial condition becomes impaired or unsatisfactory to Seller, unless Buyer, upon written notice, immediately pays for all goods delivered or pays in advance for all goods ordered but not delivered, or both, at Seller’s option.  Seller shall have no obligation to make any further shipments until all payments for prior shipments have been received by Seller.  Seller may suspend production until such payment is received.  Buyer shall make no deductions (including those for alleged damages ) from payments due hereunder.

 9.        PATENTS, TRADEMARKS, OR COPYRIGHTS:

Buyer Shall indemnify, defend, and hold Seller harmless against any expenses, damages, costs (including reasonable attorney’s fees), or losses resulting from any suit or proceeding brought for infringement of patents, trademarks, or copyrights, or for unfair competition (or other similar common law claim), arising from Seller’s compliance with Buyer’s designs, specifications, or instructions.

10.       ASSIGNS:

Any contract made in respect to the sale of goods identified on the face hereof shall be binding upon and inure to the benefit of the successors and assigns of the entire business and good will of either Seller or Buyer, or of that part of the business of either used in the performance of such contract, but shall not be otherwise assignable.

11.       COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:

In the performance of this order, or the order resulting from this quotation, Seller has complied with and will comply with all applicable Federal, State, and local laws and ordinances and all lawful orders, rules and regulations thereunder, including but not by way of limitation, the applicable provisions of the Fair Labor Standards Act of 1938 as amended (29 U.S.C. Sec. 201-219), the Walsh-Healey Public Contracts Act as amended (41 U.S.C. Sec. 35-45), and the Work Hours and Safety Act of 1962 as amended (40 U.S.C. Sec. 327-333).  Seller agrees that this statement may be considered as the written assurance contemplated by the Fair Labor Standards Act of 1939 as amended that all items delivered, hereunder were produced in compliance with applicable provisions of said Act.

12.       SPECIAL TOOLING:

In the event that Seller manufactures or purchases special tools, dies, or equipment in connection with Buyer’s order, such tools, dies, and equipment, unless otherwise agreed to in writing by an authorized representative of Seller, shall remain the exclusive property of Seller, notwithstanding that a part of the cost there of is included as a part of the price specified herein.

13.       LIMITATION OF DAMAGES:

Seller shall not be liable to Buyer or Buyer’s customers for any indirect, special, or consequential damages, costs, or expenses, or lost profits arising out of any use of products covered by this order or any other circumstance relating to the order or the performance or breach thereof.

14.       DELIVERY SCHEDULE:

The Seller alone shall specify the product shipment date with its acknowledged ship date.  While Seller will make every effort to ship on acknowledged ship date, Seller reserves the right to ship orders before or after acknowledged ship date without prior notification to Buyer.  Notification of reschedule of orders is required from buyer one week prior to Seller’s acknowledged ship date.  Seller will attempt to accommodate requests for reschedule which do not allow for this one week period with the provision that all work in process will be shipped in accordance with the original acknowledged schedule.

15.       CANCELLATION:

Orders may be canceled upon written notice by Buyer at any time prior to the acknowledged shipping date subject to a cancellation charge that is based upon a percentage of the total amount due under the order.

16.       APPLICABLE LAW:

This order and any subsequent contract pertaining to goods referred to herein shall be construed in accordance with and governed by the laws of the state of Indiana.

 

LIMITED WARRANTY

ALL THERMOCOUPLES, RTD’S AND SENSOR ASSEMBLIES, WIRE AND ALL RELATED PARTS AND SERVICES SOLD BY PYROMATION, INC. OR FROM AN AUTHORIZED PYROMATION DISTRIBUTOR, OR AGENT ARE SUBJECT TO THE FOLLOWING LIMITED WARRANTY.

1.   All such products and services are warranted to be free from functional or operational defects in both materials and workmanship at the time of manufacture and will conform to the specifications set forth in the applicable Pyromation catalogues for such products and services.

2.   Pyromation’s exclusive and sole obligation, and Buyer’s exclusive and sole remedy under the above Limited Warranty is limited to either repair or replacement of such product, at Pyromation’s option, free of charge to Buyer.  Pyromation shall have no obligation to repair or replace unless the claimed defect in material or workmanship is reported in writing to Pyromation at 5211 Industrial Road, Fort Wayne, Indiana 46825 within ten (10) days after delivery to the Buyer from Pyromation or an authorized Pyromation distributor or agent.  If so requested by Pyromation, the product shall be returned to a designated facility during normal business hours, transportation prepaid.

3.   This warranty does not extend or apply to any equipment, instruments, accessories, or other products which are warranted separately by the original manufacturer of these items.

4.   Any action for breach of this warranty or other action arising out of this contract must be commenced within one year after delivery.

5.   Buyer agrees that there have been no affirmations of fact or promises made by Seller relating the products covered by the limited warranty, other than those expressly set forth herein.

6.   The above stated warranty extends only to the original Buyer from Pyromation, Inc. or from an authorized Pyromation Distributor or agent, and may not be transferred or assigned.

7.   In the event of a breach of the above stated warranty, Pyromation shall not be liable for any direct incidental, consequential, special or other damages, costs, or expenses other than repair or replacement as described above.

8.   PYROMATION SHALL NOT BE LIABLE FOR ANY WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THE WARRANTY STATED ABOVE.  PYROMATION EXCLUDES ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.