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Terms and Conditions for the Sale of Goods

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Terms and Conditions for the Sale of Goods

pTERMS AND CONDITIONS FOR THE SALE OF GOODS TERMS AND CONDITIONS FOR THE SALE OF GOODS 1. Applicability. nbsp;a These Terms and Conditions for the Sale of Goods these “Terms” are the only terms which govern the sale of the goods “Goods” by Valveworks USA, Inc. d/b/a Valveworks USA “Seller” to the buyer named in Seller’s confirmation of Sale “Buyer”. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. b Seller’s confirmation of sale the “Sales Confirmation” and these Terms collectively, this “Agreement”, together with any written financing, security, credit support and/or guarantee agreements entered into by the parties in connection with the purchase of goods by Buyer from Seller, comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. 2. Delivery. nbsp;a The Goods will be delivered within a reasonable time after Seller’s delivery of the Sales Confirmation to Buyer. In no event shall Seller shall be liable for any damages, including but not limited to financial compensation, refunds, discounts, or expedited freight charges, resulting from delays in the delivery of the Goods or loss or damage to the Goods in transit. b Unless otherwise set forth in the Sales Confirmation, Seller shall deliver the Goods to Seller’s location at 1650 Swan Lake Road, Bossier City, Louisiana 71111 the “Delivery Point” using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within three 3 days of Seller’s written notice that the Goods have been delivered to the Delivery Point. Unless otherwise set forth in the Sales Confirmation, Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. For the avoidance of doubt, the Buyer shall be responsible for all expenses related to the shipping of the Goods from the Delivery Point to the final destination of the Goods see Section 5 and assume risk of loss of the Goods upon their delivery to the Delivery Point see Section 6. nbsp;c Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. TERMS AND CONDITIONS FOR THE SALE OF GOODS d If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations i risk of loss to the Goods shall pass to Buyer; ii the Goods shall be deemed to have been delivered; and iii Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses including, without limitation, storage and insurance. 3. Non-Delivery. nbsp;a The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. b Seller shall not be liable for any non‐delivery of Goods even if caused by Seller’s negligence unless Buyer gives written notice to Seller of the non‐delivery within five 5 days of the date when the Goods would in the ordinary course of events have been received. c Any liability of Seller for non‐delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. 4. Quantity. Seller shall deliver to Buyer the quantity of Goods set forth in the Sales Confirmation. 5. Shipping Terms. Unless otherwise set forth in the Sales Confirmation, delivery shall be made in accordance with Incoterms 2010 EXW and at the Delivery Point. nbsp;6. Title and Risk of Loss. Title to the Goods shall pass from Seller to Buyer upon payment in full of the Price for the Goods. Risk of loss of the Goods and cost allocation passes from Seller to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds including insurance proceeds of the foregoing. Buyer acknowledges that Seller may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Seller’s security interest in such Goods. nbsp; 7. Inspection and Rejection of Nonconforming Goods. nbsp;a Buyer shall inspect the Goods within five 5 days of Buyer’s receipt of such Goods “Inspection Period”. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other TERMS AND CONDITIONS FOR THE SALE OF GOODS documentation as reasonably required by Seller. “Nonconforming Goods” means only the following i product shipped is different than identified in the Sales Confirmation; or ii product’s label or packaging incorrectly identifies its contents. nbsp;b If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, i replace such Nonconforming Goods with conforming Goods, or ii credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 1650 Swan Lake Road, Bossier City, Louisiana 71111. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point. nbsp;c Buyer acknowledges and agrees that the remedies set forth in Section 7b are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7b, all sales of Goods to Buyer are made on a one‐way basis and Buyer has no right to return Goods purchased under this Agreement to Seller. 8. Price. nbsp;a Buyer shall purchase the Goods from Seller at the prices the “Price” set forth in Seller’s published price list in force as of the date of the Sales Confirmation. If the prices in the Sales Confirmation are greater than the prices set forth in published price list in force as of the date of the Sales Confirmation, the prices set forth in the Sales Confirmation shall control and Buyer shall be billed by Seller on the basis of such increased prices. nbsp;b All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets nbsp;9. Payment Terms. nbsp;a Buyer shall pay all invoiced amounts due to Seller within thirty 30 days from the date of Seller’s invoice. Buyer shall make all payments hereunder by wire transfer and in US dollars. b Buyer shall pay interest on all late payments at the lesser of the rate of 1.5 per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law which Seller does not waive by the exercise of any rights hereunder, Seller shall be entitled to suspend the TERMS AND CONDITIONS FOR THE SALE OF GOODS delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for fifteen 15 days following written notice thereof. c Buyer shall not withhold payment of any amounts due and payable by reason of any set‐off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise. 10. Limited Warranty. nbsp;a Seller warrants to Buyer that for a period of one 1 year from the date of shipment of the Goods “Warranty Period”, that such Goods will be free from material defects in material and workmanship when operated under Normal Use as defined herein and Normal Service as defined herein. This warranty set forth in this Section 10a is valid only for Buyer as the original purchaser of the Goods and is non‐transferable. “Normal Use” shall mean the intended use of the Good for which it was designed by Seller. “Normal Service” shall mean the necessary servicing as suggested or required by Seller, industry standards or applicable laws or regulations. nbsp;b EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10a, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY a WARRANTY OF MERCHANTABILITY; b WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; c WARRANTY OF TITLE; OR d WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. nbsp;ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR STATUTORY, ARE HEREBY WAIVED BY BUYER. nbsp; nbsp; nbsp; c Products manufactured by a third party “Third Party Product” may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 10a. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY a WARRANTY OF MERCHANTABILITY; b WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; c WARRANTY OF TITLE; OR d WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. d Seller shall not be liable for a breach of the warranty set forth in Section 10a unless i Buyer gives written notice of the defect, reasonably described, to Seller within thirty 30 days of the time when Buyer discovers or ought to have discovered the defect and such notice is given within the Warranty Period; ii Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer if requested to do so by Seller returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and iii Seller reasonably verifies Buyer’s claim that the Goods are defective. Seller shall have the right to refuse any delivery of an allegedly defective Good to Seller if the procedures set forth in this Section 10d have not been complied with, and such shipment will be returned to the sender at the sender’s expense. nbsp;TERMS AND CONDITIONS FOR THE SALE OF GOODS e Seller shall not be liable for a breach of the warranty set forth in Section 10a if i such Good has been tested to, or subject to, any pressure greater than the maximum internal pressure that such Good is designed to contain and/or control the “Stated Product Working Pressure” at any time, other than by Seller during Seller’s testing processes per applicable law and regulations and industry standards; ii such Good is repaired, altered or modified by any contractor, laborer, person or entity that has not been previously authorized in writing by Seller to conduct such repair, alteration or modification; iii such Good, in Seller’s reasonable judgment, has been subject to negligence, accident, improper storage or improper handling by any persons other than Seller; iv such Good, in Seller’s reasonable judgment, has not been used, operated or maintained in accordance with standard practices and in conformity with all manufacturer’s recommendations, industry standards and use, operation and maintenance specifications of Seller; v Buyer makes any further use of such Goods after the giving of notice to Seller pursuant to Section 10d; vi unless otherwise expressly set forth in the Sales Confirmation, the Good is a custom order Good where modifications are made to Seller’s standard products by Seller in accordance with the requests or specifications of Buyer to meet Buyer’s design criteria and do not confirm to Seller’s standard design criteria; or v in the case of any Good that is a gate valve that is used in extreme service conditions such as “frac” applications, failure to comply with best industry practices related to lubrication of the gate valve body cavity and bonnet assemblies between each frac stage or zone. f Subject to Section 10d and Section 10e above, with respect to any such defective Goods during the Warranty Period, Seller shall, in its sole discretion, either i repair or replace such Goods or the defective part, provided, that Buyer shall, upon Seller’s request and at Buyer’s expense, return such Goods to Seller or ii credit or refund the Price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Buyer’s expense, return such Goods to Seller. Any labor costs for installing a Good that has been repaired or replaced shall be borne by Buyer. Any Goods or parts thereof repaired or replaced in accordance with this Section 10f shall be, subject to Section 10d and Section 10e, covered by the limited warranty set forth in Section 10a for the remainder of the Warranty Period. nbsp; g THE REMEDIES SET FORTH IN SECTION 10f SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN/p

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