HHD Series Heavy Duty Hydraulic Cylinders

58 Terms & Conditions Specifications and prices are subject to change without notice or incurring obligations. FABCO-AIR, Inc., 3716 N.E. 49th Avenue, Gainesville, FL 32609 • www.fabco-air.com ACCEPTANCE This quotation together with any other documents herein or attached hereto, constitutes an offer by Seller to supply Buyer the Goods to be purchased pursuant to this quotation. This quotation supersedes any prior oral or written communications between Seller and Buyer. BY ACCEPTING THE GOODS, ORDERING THE GOODS, OR ACKNOWLEDGING RECEIPT OF THIS QUOTATION, BUYER AGREES TO AND ACCEPTS THE TERMS AND CONDITIONS, CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS, INCLUDING THOSE CONTAINED IN BUYER’S PURCHASE ORDER OR ACCEPTANCE OF THIS OFFER ARE HEREBY OBJECTED TO. If any terms or conditions in the purchase order or acceptance of this offer are in conflict or not identical to the terms of this offer, the terms and conditions of this offer shall prevail. This offer may be withdrawn by Seller at any time prior to Buyer’s acceptance of the terms and conditions contained herein, and will expire automatically 30 days from the date hereof unless accepted by Buyer. PRICES - Prices quoted by Seller in this quotation are: 1. Subject to change without notice prior to acceptance of Buyer’s order by Seller. 2. Exclusive of all Federal, State, Municipal or other Government Excise Sales Use, Occupational or like taxes now in force or to be enacted in the future. 3. Subject to an increase equal in amount to any tax Seller may be required to collect to pay upon the sale of the items quoted. 4. Quoted FOB, place of manufacture. TERMS 1. Interest may be charged at the rate of one and one-half percent per month or the maximum rate allowed under state law, if it is a lesser number, on any payments which are not received by the due date. Any expenses of collection, including reasonable attorney’s fees, shall be borne by Buyer. 2. Seller reserves the right to modify these terms for export business and special projects. 3. To the extent Buyer asserts any rights, claims, suits or demands in any way related to this agreement Fabco-Air Inc. including their past, present and future parent, subsidiaries, domestic and foreign corporations, divisions, affiliates, partners, stockholders, predecessors, successors, assigns, officers, directors, employees, administrators, and agents but not as “Seller”, these terms and conditions shall nonetheless be applied in favor of the Fabco-Air Inc. entity as if it were “Seller” herein. SHIPPING ESTIMATES 1. The shipping date shown in this quotation is approximate and dependent upon prior sales and circumstances beyond Seller’s control. 2. The Shipping date will be computed from the date of receipt of all data required to enable complete engineering or acceptance of Buyer’s order as provided in the Acceptance paragraph above, whichever is later. 3. Seller shall not be liable for delays, stoppages, or defaults in shipments directly or indirectly due to causes beyond its control, or caused by Act of God, fire, strikes, flood, embargo, epidemic, quarantine restrictions, war, insurrection or riot, acts of civil or military authorities, acts of government, delays in transportation of fabrication, priorities of Seller, unusually severe weather, inability to obtain materials, or defaults of suppliers or subcontractors. In the event of any such delay, the date of shipment shall be extended for a reasonable length of time and the period of such extension shall not be less than the period of delay. If at any time Seller has reason to believe that delivery will not be made as scheduled, it will notify Buyer in writing of the causes of the anticipated delay. Buyer’s receipt of the Goods, upon their delivery, waives all of Buyer’s claims for delay. Buyer’s damages under this section are limited to the terms of the Limitation of Liability section of this quotation. 4. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OCCASIONED BY DELAYS WHETHER OR NOT SUCH DELAYS ARE BEYOND SELLER’S CONTROL. DELIVERY All Goods shall be shipped FOB, Seller’s plant. Seller shall have the right to select the carrier unless the carrier is designated by Buyer and upon delivery of the Goods by Seller to the carrier, the carrier shall be deemed to be the agent of Buyer and thereafter risk of loss shall be on Buyer. INSTALLATION All costs incidental to the erection and installation of the Goods shall be borne by Buyer. Additional or special services will be quoted on request. PRODUCTION ESTIMATES 1. Production estimates, if made a part of this quotation, are based on Seller’s analysis and understanding of the work to be performed and assume various production factors including normal working conditions, competent operators, proper maintenance of the Goods, and the use of materials which conform to: (i) the specifications contained herein, (ii) the specifications attached to the Goods and (iii) the standards of the industry. It is therefore EXPRESSLY UNDERSTOOD THAT PRODUCTION ESTIMATES ARE NOT GUARANTEED. 2. Work tolerances, if any, to be obtained by the Goods are based on Seller’s assumption that the material to be processed will have been properly processed through all previous operations and the locating surfaces will be of a quality which will not impede achievement of the quoted tolerances. 3. Seller’s obligation with respect to production estimates shall be fully and completely satisfied when Buyer has approved and acknowledged that the Goods have been operated at the estimated performance level for a period acceptable to Buyer but in no event for more than (1) one hour. Such operation of the Goods shall be performed at the place of final assembly of the Goods by or at the direction of Seller. LIMITED WARRANTY 1. Seller warrants that the Goods to be delivered will be of the kind and quality described in this quotation. Should any of the Goods covered by this quotation which, under normal operating conditions in the plant of Buyer, prove defective in material or workmanship within (3) three years for standard NFPA mounting style HHD Series cylinders, (1) one year for Welded Construction, (1) one year for Mill Cylinders and (6) six months in the case of reconditioned or repaired cylinders, from the date of shipment by Seller, as determined by inspection by Seller, Seller will repair or replace it free of charge, provided that Buyer promptly notifies Seller of the defect and establishes that the Goods have been properly installed and maintained and operated on a single work shift basis, within the limits of rated and normal usage. Seller will not accept any charge for removal, installation, assembly, or any other charges in connection with replacement or repair of the cylinder. All cylinders under warranty which are alleged to be defective are to be returned to Seller, freight prepaid. A complete explanation is required of the alleged defects and circumstances of such claimed failure. Seller will provide an RMA# (return material authorization) that must accompany the item being returned. 2. WITH RESPECT TO ALL COMPONENTS AND SPECIAL CYLINDERS MANUFACTURED PER CUSTOMER SUPPLIED DRAWINGS AND OR SPECIFICATIONS WHETHER VERBAL OR WRITTEN, SELLER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. SELLER'S SOLE OBLIGATION AND LIABILITY FOR PRODUCT DEFECTS SHALL BE, AT SELLER’S CHOICE, TO REPLACE SUCH DEFECTIVE PRODUCT OR REFUND TO BUYER THE AMOUNT PAID BY BUYER THEREFOR. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE BUYER'S PURCHASE PRICE. THE FOREGOING REMEDY SHALL BE SUBJECT TO BUYER'S WRITTEN NOTIFICATION OF DEFECT AND RETURN OF THE DEFECTIVE PRODUCT WITHIN NINETY (90) DAYS OF PURCHASE. THE FOREGOING REMEDY DOES NOT APPLY TO PRODUCTS THAT HAVE BEEN SUBJECTED TO MISUSE, NEGLECT, ACCIDENT OR MODIFICATION, OR TO PRODUCTS THAT HAVE BEEN ALTERED DURING ASSEMBLY, OR ARE OTHERWISE NOT CAPABLE OF BEING TESTED, OR IF DAMAGE OCCURS AS A RESULT OF THE FAILURE OF BUYER TO FOLLOW SPECIFIC INSTRUCTIONS. IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER OR TO ANYTHIRD PARTY FORANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY SELLER, OR THE USE OR INABILITY TO USE THE SAME, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12-7-16