The following “Terms and Conditions” are applicable to all sales by Camfil. (“Seller”) in addition to the Terms and Conditions contained in any written quotation from Seller. The term products as used herein means the merchandise and services specified to be delivered or performed by Seller. Any notice or other communication required or permitted hereunder shall be deemed sufficiently given if sent in writing by registered or certified mail, postage prepaid to the other party hereto at its respective address shown on the face of the quotation. Any such notice, if so mailed, shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purpose by written notice to the other party. This Agreement may not be assigned or otherwise transferred by Buyer without the prior written consent of Seller. Any such assignment without such prior written consent shall be null and void and of no force or effect whatsoever.
All orders are subject to formal written acceptance by Seller at its home office. Acceptance is expressly contingent on Buyer’s acceptance of all Terms and Conditions without exception, as set forth herein and in any written quotation from Seller. Any of the Terms and Conditions of Buyer’s order which are inconsistent with or in addition to the Terms and Conditions hereof shall not be considered applicable to the sale or shipment of the products. No contract shall exist except pursuant to Seller’s written acceptance. In the absence of prompt written notification to the contrary, the sale and shipment by the Seller of the products covered hereby shall be conclusively and solely deemed to be subject to the Terms and Conditions hereof. Acknowledgement of receipt of an order does not constitute in-and-of itself formal acceptance of the order by the Seller.
Seller’s minimum purchase order commitment is $1500.00 US Dollars, and Seller shall not have any obligation to accept any order that is less than this amount. Seller shall have the right to add an administration fee of $500.00 US Dollars in the event minimum purchase order amount is not met. If the Seller’s quoted prices are based on the purchase of a particular quantity of Goods and Buyer fails to purchase that quantity which would justify the pricing granted, Seller shall have the right, in addition to any other remedies at law or equity, to recover from Buyer the difference between the stated price and Seller’s standard prices for such Goods in the quantity actually purchased by Buyer. Expedited orders may be subjected to additional fees and costs that will be made available by the Seller to the Buyer within the Quotation or other written form.
Unless otherwise separately and expressly set forth herein.
Seller warrants that all products ordered hereunder shall be free from defects in material and workmanship and will conform to the final revision specification, drawing, samples or other description agreed to by both the Buyer and the Seller. There are no warranties which extend beyond the description of the face thereof, including the warranty of merchantability. Seller warrants that, to the best of its knowledge, neither the use alone, nor the sale in the form in which the products were delivered to Buyer, will infringe the claims of Unites States patent. Buyer shall at its own expense, defend and hold Seller harmless from any claim of any nature whatsoever arising out of any warranty or representation extended to others except to the extent specifically authorized in writing hereunder.
Seller warrants all parts of its manufacture to be free from defects in material and workmanship for a period of 18 months from date of shipment ex factory or 12 months from date of operation. Defective parts or equipment should be returned to the factory free of charge for examination or Customer may request for local examination by Suppliers personnel at customers expense. In case of justified claim, repair or replacement will be made ex factory; transport, insurance and installation is at the charge of the Customer.
The warranty of the Supplier will be null and void if products or parts thereof have been replaced or repaired by others without written authorization of the Supplier or have been damaged because of improper use, negligence or accident.
For filter elements, pre filter panels, filter bags, canister and rigid final filters as well as other parts, which require replacement on a regular basis (consumable parts) an estimated life can be specified.
Such estimate is given solely on the basis of limited information provided about environmental conditions under which the filter must operate. As operating conditions and environmental conditions vary frequently, actual life of filter materials can never be predicted. In case an expected service life of filter elements is quoted this is done on the provision that recommended maintenance and service instructions are observed and with the exclusion of unknown factors such as presence of aggressive chemical components or hydrocarbons that may cause premature degradation of the filter media. Nothing herein is intended to be a representation by the supplier that failure cannot occur.
Seller shall not be liable for consequential damages arising from such failure, its liability hereunder limited as set forth below.
Seller’s liability for defective products is limited to either repair, replace or refund the purchase price of the defective products at Seller’s own decision, provided the defective products are returned to Seller, at Seller’s request, transportation charges prepaid by Buyer. Products shall not be returned to Seller without Seller’s permission. Under no circumstances (whether or not foreseeable) shall Seller be obligated for consequential, special, incidental or other damages, losses or expenses in connection with or by reason of any breach; Seller’s liability is limited to the purchase price of the products. We are only liable for direct damages on property or persons. We are not liable for indirect, consequential or financial damages. The remedies expressed are exclusive. No claims for defective products (whether due to latent or patent defects) may be made except in writing, provided claims for patent defects are received by Seller within fifteen (15) days from the date of delivery and claims for latent defects are received by Seller within one year from the date of delivery. In the event any other default is claimed, notice shall be promptly given to Seller.
Seller shall not be in default by reason of any failure in performance of its obligations under any written agreement (including any failure to make progress in the prosecution of the work here under which endangers performance) if such failure arises out of causes beyond the control (whether cause directly or indirectly) of the Seller. Such causes may include, but are not restricted to: fault or negligence of Buyer or its affiliates, Acts of God or of the public enemy; acts of any Government (including specifically but not exclusively any order, rules, or regulations issued by any official or agency of any such Government) in either its sovereign or contractual capacity; riots; fires; floods; epidemics; quarantine restrictions; embargoes; strikes; labor difficulties; unusually severe weather; shortages in labor, fuel materials and supplies, or any combination thereof.
Irrespective of anything herein to the contrary in the event of war, fire, flood, strike, labor trouble, breakage of equipment, accident, riot, act of governmental authority, Acts of Gods, or contingencies beyond the reasonable control of the parties, interfering with the production, supply, transportation, or consumption practice of the party at the time respecting the supplies covered by this contract, or in the event of inability to obtain on terms deemed by Seller to be practicable any raw material (including energy source), purchased part or component used in connection therewith, quantities so affected shall be eliminated from any written agreement without liability, but the written agreement shall otherwise remain unaffected. Seller may, during any period of shortage due to any of said causes, allocated its supply of such raw material among its various uses thereof (e.g. manufacturing and sales) in such manner as Seller deems practicable and allocate its supply of such products among such various uses therefore in any manner which, in the opinion of the Seller, is fair and reasonable.
All shipments shall be F.O.B. Seller’s plant unless otherwise specified. In the absence of specific instructions, Seller may select the carrier which will be paid by Buyer. Risk of loss shall pass to Buyer upon delivery of the products to the carrier or delivery service or on the date in which payment is due, whichever occurs first. Products held for Buyer or stored for Buyer shall be at Buyer’s risk and expense. Payment for any shipment of products postponed at Buyer’s request and approved by Seller shall be due from the date previously specified in the order for shipment or from the date notice is given that the products are ready for shipment, whichever is later. In the event of such postponement, title shall pass to Buyer as of the date the products are ready for shipment. Claims against Seller for shortage must be made in writing within fourteen (14) days after receipt of Buyer of the products shipped.
In addition to all other amounts due to Seller, Buyer shall pay or reimburse Seller the amount of any sales, use, excise, property or other federal, provincial or local taxes, duties, tariffs or other assessments (other than any tax based solely upon Seller’s net income) and related interest which Seller is at any time obligated to pay or collect in connection with or arising out of transactions between the Seller and the Buyer. If Buyer claims a tax exemption, Buyer must provide Seller with a valid tax exemption certificate, to Seller’s satisfaction, prior to shipment of any product and Buyer shall indemnify Seller and hold Seller harmless from and against any claims made upon, brought against, suffered or incurred by Seller due to the tax exemption or nonpayment of tax.
Each delivery shall be deemed to be a separate sale and payment will be made on partial deliveries. Unless otherwise agreed to in writing, Seller shall have the right to specify time of delivery whenever Buyer fails to express a specific delivery date.
Unless otherwise, expressly and separately provided, Seller shall retain all title and all rights whatsoever to and possession of any models, patterns, dies, mold, jigs, fixtures and tools made for or obtained for the furnishing of an order.
Notwithstanding anything to the contrary contained in any request for quotation, quotation, purchase order, written agreement, or other document, or any purchase order or contract which may result therefrom, or in any plans, specifications, drawings, schedules or tables, contained in or incorporated therein by reference or otherwise, under no circumstances will:
Seller shall not be bound by any provision under any prime or other contract under which the Buyer may utilize products sold by Seller. Proprietary data or information as used herein means any data providing information concerning Seller’s trade secrets such as may be contained in, but not limited to any formula or device or compilation of information such as Seller’s manufacturing methods or processes treatment and chemical composition of materials, plant layout and tooling.
All rights of Seller hereunder are separate and cumulative, and no one of them, whether or not exercised, shall be deemed to be an exclusion of any of the other rights and shall not limit or prejudice any other legal or equitable right which Seller may have. No waiver by Seller of any of its terms, conditions, rights or privileges shall be deemed as thereafter waiving any such terms, conditions, rights or privileges.
Seller shall not be required to perform nor comply with any specifications which are not delivered to Seller at Seller’s home office address: 3025 Joseph A. Bombardier Laval, Québec H7P 6C5, Canada or any specifications which may be incorporated by reference unless such specifications are separately and specifically assented to in writing by Seller.
These terms and conditions contained in any written quotation agreed by Seller shall supersede any provisions, Terms and Conditions herein contained. The rights of Buyer and Seller shall be governed exclusively by the Terms and Conditions herein ascribed to and by the terms and conditions contained in written quotation agreed to by Seller, if any. Seller makes no representations or warranties concerning any written quotation except those expressly contained therein. A written quotation may not be changed or modified orally. Any change or modification must be in writing and signed by an officer of Seller.
Any termination or suspension of a sales order shall be by written notice to Seller specifying the extent to which performance of the work is terminated or suspended. Seller shall stop work under a sales order and Buyer shall pay Seller for (1) full settlement for products completed and/or (2) termination or suspension charges billed on the percentage of completion basis as applies to total price but not to exceed the total order price.
The rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of Province of Québec for sales in Canada and with the laws of the State of New Jersey for sales in the United States of America.
The headings herein are for convenience only. They form no part of this Agreement and are in no way intended to alter or affect the meaning of this Agreement.
The invalidity in whole or in part of any of this Agreement shall not affect the validity or enforceability of any of its other provisions.
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