Risen Water, LLC.
TERMS AND CONDITIONS OF SALE:
- ACCEPTANCE: This proposal is submitted to Buyer subject to the terms and conditions hereinafter set forth. The time for acceptance is thirty (30) days from the date hereof unless extended in writing by written modification or acceptance by Seller. Buyer agrees it has full knowledge of the terms and conditions set forth herein and on the sheets attached hereto and that the same are part of the agreement between Buyer and Seller. Buyer agrees that such terms and conditions shall be binding if during the acceptance period either (1) Buyer signs and returns to Seller a copy of this proposal or (2) Buyer tenders to Seller Buyer’s purchase order incorporating the terms and conditions of this proposal, without modification or (3) the goods referred to herein are delivered to and accepted by Buyer.
- ITEMS INCLUDED: This proposal includes only those items specified herein and does not include installation, field erection, accessory or related materials such as controls, piping, etc…, nor any other item unless specifically listed. All costs associated with such extra items shall be added to the quoted price and paid by Buyer.
- PRICES: Prices quoted herein are firm provided Buyer accepts this proposal within the acceptance period and releases material for production and/or shipment within thirty (30) days of the submittal of any required specification data.
- PAYMENT: Buyer will make payment for the items specified herein in accordance with the terms of this agreement. Credit extension is subject to approval by Seller and Buyer’s continued credit-worthy status. Credit terms are Net 30 days from the shipment date of each item. In the event Buyer fails to make payment as required, the unpaid balance shall bear interest at the rate of one-and-one-half percent (1-1/2%) per month until paid in full. Buyer agrees to pay all collection costs and expenses, including attorney’s fees, incurred by Seller in collecting or attempting to collect such unpaid balance.
- DELIVERY: Delivery shall be F.O.B. point of shipment. Freight charges on all shipments unless specifically included in the quoted price are to be paid by Buyer. All claims for damage, delay or shortage arising from such shipment shall be made by Buyer directly against the carrier. Shipment schedules and/or delivery dates set forth in this proposal represent Seller’s best estimate of time required to ship after Seller’s receipt of the signed acceptance copy of this proposal and release for production from Buyer. SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, EXPENSE, OR CHARGE OF ANY KIND RESULTING FROM DELAYS IN SHIPMENT, DELIVERY, OR INSTALLATION. Seller reserves the right to ship when ready, to make partial shipments, and to invoice pro-rata material or equipment supplied.
- CANCELLATION, SUSPENSION, OR DELAY: Orders resulting from this proposal may be canceled, suspended, or delayed at any time prior to shipment, but only upon payment to Seller of reasonable charges for cancellation, suspension, or delay which shall include expenses already incurred, the cost to Seller to cancel, suspend, or delay, and Seller’s anticipated profit.
- BACKCHARGES: Seller will not accept backcharges for labor, materials, or other costs incurred by Buyer or others in adjustment, modification, service or repair of material or equipment furnished, unless such backcharge has been authorized by Seller in writing.
- TAXES: All applicable taxes or other government charges upon the production, sale, shipment, and/or use of equipment covered by this proposal shall be added to the total price and shall be paid by the Buyer.
- FIELD SERVICE: If field service for checking installation and/or instructions of operation in excess of the time set forth in this proposal is required, Seller’s charge for such extra services shall be at the rate of $1500.00 per diem, including travel time, together with the current year’s mileage reimbursement rate.
- WARRANTIES: Any warranties on the products sold pursuant to this proposal are those made by the manufacturer. In the case of all purchases in which Seller is not the manufacturer of the item purchased, SELLER EXPRESSLY AND SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This disclaimer by Seller shall not affect the terms of any warranty which may be given by the manufacturer. In all cases in which Seller is the manufacturer of the product purchased, Seller warrants such product to be free from defects in material and workmanship under normal use and service for a period of one (1) year from the date of shipment, provided Buyer notifies Seller in writing, of the defect in said product within the warranty period. SELLER’S OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT, AT SELLER’S OPTION, OF ANY PRODUCT FOUND BY SELLER NOT TO BE IN CONFORMITY WITH ITS WARRANTY, provided that such product is, upon request, returned by Buyer to Seller, transportation prepaid. This warranty does not cover products damaged by decomposition from chemical action or wear caused by abrasive materials, nor does it cover damage resulting from misuse, accident, or neglect, or from improper installation, operation, maintenance, modification, or adjustment. This warranty does not cover products repaired away from Seller’s factory without prior written approval of Seller. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SELLER WILL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING OR RESULTING FROM THE BREACH OF ANY OF THE TERMS OF THIS WARRANTY OR FROM THE SALE, HANDLING, OR USE OF ANY PRODUCT SOLD PURSUANT TO THIS PROPOSAL.
- COMPLIANCE WITH LAWS: Buyer shall be solely responsible for securing any necessary permits under, and for compliance with, all safety, health, and sanitation laws, ordinances, and regulations in connection with the installation and operation of any equipment or other product sold pursuant to this proposal. Buyer agrees to provide Seller, upon request, evidence of the securing of any such permits and of compliance with any such laws, ordinances and regulation, although Seller may rely exclusively on Buyer’s representation, hereby made, that it shall secure such permits and comply with such laws, ordinances, and regulations.
- SAFETY: It is understood and agreed that Seller has relied on Data furnished by or on behalf of Buyer with respect to the safety aspects of the equipment or other products and that it is Buyer’s responsibility to assure that the equipment or other’s products will, when installed and put into use, be in compliance with safety requirements fixed by law and otherwise legally adequate to safeguard against injuries or damage to persons or property.
- ALTERATION OF TERMS: None of the terms and conditions contained in this proposal may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Seller and delivered to Buyer by Seller, and each shipment shipped by Seller to Buyer shall be deemed to be only upon the terms and conditions contained in this proposal except as they may be added to, modified, superseded, or otherwise altered as herein provided, notwithstanding any terms of conditions that may be contained in any acknowledgment, purchase order, or other form of Buyer.
- GOVERNING LAW: This Agreement shall be governed under and according to the laws of the State of Georgia.
- INDEMNIFICATION: It is understood and agreed that Seller has relied on Data furnished by or on behalf of Buyer with respect to the safety aspects of the equipment or other products and that it is Buyer’s responsibility to assure that the equipment or other’s products will, when installed and put into use, be in compliance with safety requirements fixed by law and otherwise legally adequate to safeguard against injuries or damage to persons or property. Buyer agrees to defend, indemnify, and hold harmless Seller, its agents and employees, against any and all losses, costs, damages, claims, liabilities, or expenses, including reasonable attorney’s fees arising out of or resulting from any injury of damage to any person or property caused by inadequacy of safety features, devices, or characteristics in the equipment or other products, or in the installation, use or operation of same, except claims for repair or replacement of defective parts as provided herein.
- COMPLETE AGREEMENT: There are no terms, understandings, representations, warranties, or agreements between Buyer and Seller other than those stated herein, and all prior proposals and negotiations are merged into this Agreement.