Terms & Conditions of Sale - International
The following are the terms and conditions of sale ("Terms and Conditions of Sale") for the sale of products ("Products") by American Hydrotech, Inc. (“Seller”) to Seller’s customers ("Buyer"). These Terms and Conditions of Sale shall apply to the exclusion of all other terms referred to in any purchase order, acknowledgment, confirmation or any other documentation issued by either party, unless agreed in writing and signed by an authorized officer of Seller. Seller reserves the right to amend these Terms and Conditions of Sale at any time. The most current version of these Terms and Conditions of Sale can be found at www.hydrotechusa.com.
- ORDERS. All orders placed with Seller must be in writing or upon a verbal order confirmed in writing. All orders must include delivery date(s), quantities and complete descriptions of Products being purchased. Orders will be binding upon Seller when received and accepted in writing by Seller. Seller reserves the right to reject all or part of any order.
- PRICES. The prices of the Products are those specified on the front of this invoice or if no price is specified, those in the Seller’s Price List current at the time of shipment. Seller’s Price List is subject to change without notice. Price quotations, unless otherwise stated shall automatically expire thirty (30) calendar days from the date issued and may be cancelled or amended within that period by written notice to Buyer. All prices are exclusive of transportation and insurance costs and all taxes including federal, dominion, provincial or local sales, use, value added, personal property, withholding, excise, foreign currency, foreign payment or differential, or other taxes, fees, duties, penalties and interest thereon. Buyer shall pay all taxes and accepts responsibility to remit any taxes directly to proper authority. Buyer agrees to indemnify and hold harmless Seller from any liability for taxes in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
- TERMS OF PAYMENT. If Seller has not granted credit to Buyer, then Buyer may obtain an Irrevocable Letter of Credit from its bank or payment shall be made prior to the date of shipment of the Products by wire transfer of immediately available funds in US dollars to the account of Seller provided in writing by Seller to Buyer. If credit has been granted, payment is net 30 days from date of invoice. All payments must be made without set-off or deduction. Orders are subject to credit approval by Seller, which may in its sole discretion at any time change the terms of Buyer's credit or require advance payment via bank wire transfer. If Seller reasonably believes that Buyer's ability to make payments is impaired, Seller may cancel any order or remaining balance thereof, and Buyer will remain liable to pay Seller for Products already shipped. Buyer will submit such financial information as Seller may reasonably require for determination of credit terms. Any payment received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller under this or any other contract, regardless of any statement appearing on or referring to such payment, without discharging Buyer's liability for any additional amounts owing by Buyer to Seller. The acceptance by Seller of such payment will not constitute a waiver of Seller's right to pursue the collection of any remaining balance. If Buyer fails to make payment when due, without prejudice to any other right or remedy, (A) overdue sums will bear interest to date of payment at the annual rate of 18% or such lower rate as may be the maximum permitted by law; and (B) Seller will be entitled to reimbursement for all costs of collection and attorneys' fees.
- DELIVERY AND TITLE. All shipments by Seller shall be Ex-Works (per Incoterms 2010) at a location to be designated by Seller. Buyer shall be responsible for all shipping, insurance, delivery, customs, export, import and related transportation costs and charges. Seller will aim to initiate shipment and deliver the Products as close as possible to Buyer's requested delivery date(s). Buyer acknowledges that shipment and delivery dates provided by Seller are estimates only and that Seller will not be liable for failure to achieve such dates. Delivery of a quantity within ±10% of the quantity ordered will constitute full delivery. Delay in delivery of one installment will not entitle Buyer to cancel any other installment(s). Seller’s placing the Products at the disposal of Buyer at a location designated by Seller will constitute delivery to Buyer, and risk of loss of or damage to the Products will pass to Buyer at this point. Buyer shall make all claims with respect to damage in transit against the responsible carrier. Title to the Products shall remain with Seller until payment in full for the Products by Buyer. Products invoiced and held by Seller at Buyer's request will be held at Buyer's risk and expense. Shipments shall be deemed accepted by Buyer unless written notice of rejection is received by Seller within five (5) business days after delivery of the Products to the Buyer. Except as stated herein, once Products are accepted, Buyer’s exclusive remedy with regard to the Products, including the right to revoke the acceptance, shall be limited to claims under warranty claims.
- CANCELLATIONS, RETURNS. No Products accepted by Buyer may be returned without Seller’s prior written authorization. Upon receipt of such authorization, the Products must be sent freight prepaid to Seller. A restocking charge of twenty-five percent (25%) of the invoice value of the returned Products will be made for all authorized returns other than warranty returns.
- LIMITED WARRANTY. SELLER WARRANTS THAT, AT THE TIME OF DELIVERY, THE PRODUCT(S) DELIVERED HEREUNDER SHALL SUBSTANTIALLY CONFORM TO ANY WRITTEN SPECIFICATIONS FOR THE PRODUCTS PROVIDED BY SELLER TO BUYER AND SHALL BE FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES. SELLER’S SOLE OBLIGATION, AND BUYER’S SOLE REMEDY, WITH RESPECT TO ANY NONCONFORMING PRODUCT IS, AT SELLER’S OPTION, EITHER (A) TO REPLACE ANY NONCONFORMING PRODUCT, OR (B) TO REFUND THE PURCHASE PRICE PAID FOR THE NONCONFORMING PRODUCT, PROVIDED IN EACH CASE THAT BUYER TIMELY NOTIFIES SELLER OF THE NONCONFORMITY IN ACCORDANCE WITH THIS SECTION 6 AND RETURNS THE NONCONFORMING PRODUCT TO SELLER IN ACCORDANCE WITH SELLER’S INSTRUCTIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES, ANY AND ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCT(S), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTY ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. BUYER HEREBY EXPRESSLY ASSUMES ALL RISK AND LIABILITY WITH RESPECT TO RESULTS OBTAINED BY THE USE OF SUCH PRODUCT(S), WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS. SELLER ASSUMES NO LIABILITY EXCEPT AS PROVIDED IN THESE TERMS AND CONDITIONS OF SALE.
REGARDLESS OF THE THEORY ON WHICH A CLAIM MAY BE MADE INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, CONTRACT, BREACH OF WARRANTY, ABSOLUTE LIABILITY IN TORT, MISREPRESENTATION OR OTHERWISE, (A) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, ANY DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY PECUNIARY LOSS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF THAT DAMAGE, AND (B) SELLER’S AGGREGATE LIABILITY, INCLUDING ANY LIABILITY UNDER THIS SECTION 6 SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT IN RESPECT OF WHICH DAMAGES ARE CLAIMED. IF BUYER FAILS TO GIVE SELLER WRITTEN NOTICE OF NONCONFORMITY OF A PRODUCT OR ANY OTHER CLAIM WITH RESPECT TO SUCH PRODUCT WITHIN SIXTY (60) DAYS AFTER DELIVERY OF PRODUCT OR THE DATE STATED FOR DELIVERY, AS THE CASE MAY BE, SUCH FAILURE SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS WITH RESPECT TO SUCH PRODUCT. BUYER’S REMEDIES ARE LIMITED TO THAT SET FORTH ABOVE TO THE EXCLUSION OF ALL OTHER REMEDIES.
- TECHNICAL ASSISTANCE and ENGINEERED SOLUTIONS. Seller offers its technical assistance solely as a convenience to its customers. Seller’s personnel strive to provide useful information regarding its Products. Seller does not guarantee that any information or recommendation provided is accurate, complete or current and Seller shall have no responsibility or liability whatsoever in connection with any information or recommendations provided, or Buyer’s reliance on such information or recommendation. Buyer is solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Seller’s personnel and any reliance on such information or recommendation is at Buyer’s sole risk and discretion.
- GOVERNMENT CONTRACTS. If Products are purchased to be supplied under a government contract or subcontract, Buyer will promptly notify Seller in writing of those provisions.
- FORCE MAJEURE. Seller will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, Product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. Seller's time for delivery or performance will be extended by the period of such delay or Seller, at its option, may cancel any order or remaining part thereof without liability by giving notice to Buyer.
- INDEMNITY. Buyer will indemnify and hold Seller harmless for all claims, damages and related costs, including reasonable attorneys’ fees and cost, arising out of Buyer’s unloading, storage, handling, use or disposal of the Products.
- GOVERNING LAW. These Terms and Conditions of Sale and the sale of Products hereunder will be governed by the laws of the state of Illinois, without regard to conflicts of laws rules. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) does not and shall not apply. Any litigation will be brought exclusively in Cook County, Illinois, and Buyer consents to the jurisdiction of the federal and state courts located therein, submits to the jurisdiction thereof and waives the right to challenge venue. Buyer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceedings. Except in the case of nonpayment, neither party may institute an action in any form arising out of these Terms and Conditions of Sale more than one (1) year after the cause of action has arisen.
- EXPORT CONTROLS. Products purchased are subject to export control laws, restrictions, regulations and orders of the United States. Buyer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and it is not otherwise prohibited by law from purchasing the Products.
- GENERAL PROVISIONS. These Terms and Conditions of Sale constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Seller of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Terms and Conditions of Sale are determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Terms and Conditions of Sale, all of which will remain in full force and effect, and such court shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. No rights, duties, agreements or obligations hereunder may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Seller. These Terms and Conditions of Sale and the subject matter that they cover including without limitation the purchase of Products do not create any joint venture, partnership, employment, or agency relationship between Buyer and Seller or its suppliers. The obligations, rights, Terms and Conditions of Sale hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.