Roper G12-436 - Manual (Page 25)

TERMS & CONDITIONS AND LIMITED WARRANTY
This agreement (this "Agreement"), consisting of these Terms and Conditions, and the associated Order
Acknowledgement is binding upon Roper Pump Company, hereinafter "SELLER," and the customer, hereinafter
"BUYER." By placing an order for a product with the Seller, the Buyer agrees to these Terms and Conditions of sale and
acknowledges that the person placing the order has the authority to enter into the Order Acknowledgement on Buyer's
behalf.
LEGAL EFFECT: Except as expressly otherwise agreed to in writing by an authorized representative of Seller, the
following terms and conditions shall apply to and form a part of any Order Acknowledgement. Seller may suspend its
performance of any Order Acknowledgement if Buyer defaults in the performance of its duties under the Order
Acknowledgement or under any other agreement between the Buyer and Seller.
ACCEPTANCE: The sale of goods and services is expressly conditional on Buyer's acceptance of Seller's terms and
conditions as stated herein. Provided that Seller's terms and conditions have not been previously accepted by Buyer,
Buyer's receipt of goods or services shipped under this Agreement constitutes acceptance of these terms and conditions.
No additional, different or conflicting provisions proposed by Buyer are acceptable to Seller and are hereby specifically
rejected, Seller being unwilling to sell goods on any terms conflicting with, limiting or modifying the terms hereof. Buyer
shall not sell, transfer or otherwise provide any goods to another for resale without the prior, written authorization of Seller.
Seller reserves the right to sell and to authorize other entities to sell such goods through all means and channels of
distribution and in competition with Buyer. Buyer acknowledges that it has no authority to bind or contract in the name or
for the account of Seller, to create any liability against Seller or to exert any direction or control over Seller's personnel.
CHANGES: This Agreement and the associated Order Acknowledgement constitutes the entire agreement between
Seller and Buyer with respect to the subject matter thereof, and supersedes all prior oral or written agreements. This
Agreement and the associated Order Acknowledgement may not be amended or modified, except by a further written
agreement signed by an authorized representative of Seller. Seller reserves the right to make reasonable changes to an
Order Acknowledgement, including changes as to packaging, testing, specifications, designs and delivery schedules. The
terms and conditions of any purchase order or other instrument issued by Buyer or its agent in connection with this
Agreement and the associated Order Acknowledgement or any goods sold thereunder that is in addition to or inconsistent
with the terms and conditions of this Agreement or the associated Order Acknowledgement are null and void and shall not
be binding on Seller. Buyer's changes made after formation of this Agreement that affect the schedule or requirements for
services or otherwise affect the scope of this Agreement shall be submitted in writing by Buyer and shall become binding
only if approved in writing by Seller's cognizant representative. All charges and delays resulting from such changes shall
be solely determined by Seller and shall be binding upon Buyer.
TERMINATION, SUSPENSION, AND CANCELED ORDERS: Provided that Seller receives adequate written notice from
Buyer, Buyer may terminate or suspend performance at Buyer's convenience subject to all reasonable charges, which
charges shall be solely determined by Seller. Buyer cannot cancel or alter Orders without the Seller's written consent. If
Seller grants such consent, Buyer will reimburse Seller for all of Seller's losses and expense caused by such cancellation
or alteration, including without limitation all of Sellers additional costs caused by changes in design or specifications, or by
product revisions, and all incidental and consequential damages incurred by Seller as a result of such cancellation or
alteration. No goods may be returned to Seller except with Seller's written consent. Title in a returned good will pass when
Seller takes possession of the returned goods.
CREDIT: The amount of credit offered by Seller to Buyer is contingent upon Seller's opinion of Buyer's capacity, ability,
and willingness to promptly pay for goods and services received under the terms of this Agreement. Provided that, in
Seller's opinion, there is a material adverse change in Buyer's financial condition and/or Buyer has not, within the agreed
time, fully paid for goods and services previously supplied under this and/or another Agreement(s) with Seller, Seller
reserves the right to revoke Buyer's credit and/or suspend performance on this and/or other orders for goods and
services.
PAYMENTS: Standard terms for customers who qualify for credit net 30. A monthly service charge of 1.5% may be
charged on amounts owed by Buyer to Seller that have not been paid within by the due date, subject to the maximum
amount permitted by law.
TAXES. Buyer assumes exclusive liability for any and all taxes, tariffs, fees, duties, withholdings or like charges, whether
domestic or foreign, now imposed or hereafter becoming effective ("Taxes") related to the goods and its purchases from
Seller, including without limitation, federal, provincial, state and local taxes, value-added taxes, goods and services taxes,
stamp, documentary, excise or property taxes, duties and other governmental charges.
TITLE AND LIEN RIGHTS: The equipment will remain personal property, regardless of how it is installed or affixed to any
realty or structure. After delivery to Buyer, Seller will have all such rights, including security interests and liens, in the
equipment as lawfully may be conferred upon Seller by contract under any applicable provision of law. Buyer agrees to
cooperate fully with Seller in the filing of any financing statements, including Uniform Commercial Code (UCC) filings or
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