OF QUOTATION AND SALE
1. OTHER CONDITIONS OR
4. TITLE, DELIVERY, AND RISK
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.
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:
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:
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
8. FINANCIAL CONDITION:
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
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.
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.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
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.
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.
LIMITATION OF DAMAGES:
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.
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
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.
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.
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.
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.
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.
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.
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.
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
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.