Terms & Conditions
1. APPLICABILITY / SCOPE. All goods and services provided shall be governed by the terms and conditions set forth herein. Any modifications to these terms or to the
scope of any order or project hereunder, shall be mutually agreed upon and set forth in an appropriate writing executed by both parties. Such writing shall clearly set forth the
nature and extent of the change, and, if applicable, any adjustment in price associated with such change.
2. PRICING / PAYMENT
. The price to be paid by Buyer shall be mutually agreed upon by the parties and set forth in an appropriate writing. Unless otherwise agreed to,
prices quoted do not include any state or local sales or use tax, special fees, duties or custom fees, freight and handling charges, or export crating costs that may be added to
the price at invoicing. Crane reserves the right to change prices without notice.
Method Of Payment. All orders shall be shipped C.O.D. or require payment in advance until credit has been established. A complete credit check is required prior to
shipping on a Net-30 or “C.O.D. - CUSTOMER CHECK ACCEPTABLE” basis. Upon credit approval on open account terms, payment shall be made in U.S. Dollars without
discount, payable within 30 days of the date of shipment. Minimum billing amount is $100. Shipments outside of the U.S.A. shall be prepaid (by credit card, wire transfer, or
U.S. cashiers check), or by irrevocable Letter of Credit. Processing fees may be assessed for additional costs incurred for credit card charges, returned checks, Letters of
Credit, or other bank charges.
Payment
. All payments shall be remitted as follows: (a) If by check: Crane Environmental, Lockbox 21092, 525 W. Monroe St., 8
th
Floor Mail Room, Chicago, Illinois
60661, (b) If by wire transfer: First Chicago NBD, Chicago, Illinois, Bank Routing Number: 071000013 (Domestic), Foreign Swift Address: FNBCUS44, for credit to: Crane
Environmental, Account Number: 51-37950. Wire transfers should be initiated with all bank charges paid from the account of the applicant. Crane reserves the right to specify
the method and/or timing of payment (including prior to shipment) if Crane, in good faith, believes that the prospect of payment by Buyer has been impaired. Crane shall be
entitled to a liquidated late charge calculated at a rate of 1.5% per month (18% per annum) or if lower, at the maximum rate permitted by law, for any payment not made
within 10 days following the date due. If the Buyer disputes any portion of an invoice, they shall notify Seller in writing with specific details and pay the undisputed portion
within 30 days. Buyer shall reimburse all costs incurred in collection of past due amounts including but not limited to attorney's fees, court costs and collection fees incurred
by Seller.
Letters Of Credit.
Letters of Credit will be accepted by Crane only when compliant with the following: The Letter of Credit must (a) Be IRREVOCABLE and
CONFIRMED by a US bank; (b) Be in favor of Crane; (c) State payment is by site draft payable AT SIGHT; (d) State that ALL bank charges, including those outside the
country of origin, are to be applied to BUYER'S account; (e) Must state Ex-Works, point as factory unless terms of Pro Forma Invoice specify otherwise, (f) Be advised
through a class A U.S. bank; (g) Show buyer as applicant for the Letter of Credit.
3. DELIVERY
. Once Crane has confirmed acceptance of an order from Buyer, unless otherwise mutually agreed upon: (a) all goods to be supplied hereunder and delivered
within the United States shall be shipped Ex-Works, point as factory; (b) all goods to be supplied hereunder and delivered outside the United States shall be shipped in
accordance with the applicable provisions of the incoterms (1990); and (c) title and risk of loss shall pass to Buyer upon Crane’s delivery of the goods to the carrier unless
otherwise specified. Crane shall not be bound by any delivery requirements unless and until mutually agreed upon by the parties in writing.
Export preparation is not included in the total price and all shipments are Ex-Works, point as factory. Seller reserves the right to choose the location of
manufacture. When the total price indicated includes a freight allowance, it is understood that all rail freight charges are included to rail depot nearest to job site
and all motor freight charges are included to the job site. All freight charges should be "Prepaid and "Add". If Purchaser indicates equipment is to be shipped
“Prepaid”, such transportation charges plus processing fee will be added to the invoice as a separate item. All parcel post shipments will be prepaid, the cost of
which shall be added to the invoice. Parcel post shipments will be uninsured unless otherwise requested. Equipment requiring the use of large traveling cranes for
erection and shipment cannot be held after completion without incurring additional charges.
4. ACCEPTANCE
. (a) Buyer shall inspect all shipments of equipment or other goods within 10 days of receipt, and shall promptly notify Crane of any defects or non-
conforming goods. The parties acknowledge that acceptance of any goods supplied hereunder shall be deemed to have occurred if Buyer fails to notify Crane of any such
defects or non-conforming goods within 30 days of the date of receipt. The parties acknowledge that acceptance of any services provided hereunder shall be deemed to have
occurred if Buyer fails to notify Crane of any defects or non-conformance in such services within 30 days of the date the services were completed; (b) For any order hereunder
which requires Crane's involvement in the installation, start-up, check-out and/or commissioning of any Crane equipment or system, the parties acknowledge that system
acceptance shall be deemed to have occurred upon completion of the startup and checkout of the system, or upon operational use of the system by Buyer, whichever occurs
first.
5. WARRANTY
. (See WARRANTY document)
6. OPERATIONAL AND MAINTENANCE PROCEDURES. Buyer acknowledges that any improper use, maintenance, or modification of the equipment provided
hereunder, or use of unqualified maintenance or service technicians will severely impair the operational effectiveness of the entire system. Buyer hereby agrees to indemnify,
defend and hold harmless Crane from and against any and all third party claims arising, in any manner, out of: (a) Buyer’s neglect of the equipment; (b) Buyer’s use of
technicians not authorized by Crane to service the equipment; or (c) Buyer’s improper use or modification of the equipment or failure to follow the operational and
maintenance procedures provided with the equipment.
7. LIMITATION OF LIABILITY / DAMAGES
. In no event (even should circumstances cause the exclusive warranties and remedies set forth in the Warranty section to
fail their essential purpose) shall either party be liable for any indirect, incidental, special or consequential damages (including, but not limited to, loss of use, loss of
anticipated profits, or damages arising from delay) whether such claims are alleged to have arisen out of breach of warranty, breach of contract, strict or absolute liability in
tort, or other act, error or omission, or from any other cause whatsoever, or any combination of the foregoing.
8. CUSTOM EQUIPMENT OR SYSTEMS
. Buyer acknowledges that any approvals and/or listings specified in Crane's proposal are limited to the specific scope and
application set forth in the proposal, and may not cover or apply to any custom or special equipment or services which are outside the scope of Crane’s proposal. Crane shall
retain all proprietary rights in any and all technical data, designs, or other information developed by Crane (and not provided by Buyer) in the course of designing, developing
and/or manufacturing custom equipment or systems.
9. BREACH. In addition to any failure to comply with any other terms as set forth herein, the occurrence of any of the following events shall constitute a breach on the part of
Buyer: (a) If Buyer shall become insolvent or make a general assignment for the benefit of creditors; (b) If a petition under the Bankruptcy Act is filed by or against Buyer; (c)
If, at any time Buyer fails to fulfill its obligations under the terms and conditions hereof, or acts in such a manner as to endanger performance of such obligations; (d) If Crane
shall reasonably believe that Buyer will not timely fulfill its obligations or otherwise perform hereunder, and Buyer is unable to provide reasonable assurances that such timely
performance will occur. Upon breach by Buyer, Crane may terminate the contract or agreement by giving notice to the Buyer. Such termination shall be effective
immediately. In the event of a breach and contract termination, Buyer is still responsible for costs incurred by Crane.
10. INDEMNIFICATION
. Each party shall defend, indemnify and hold each other’s officers, directors and employees, harmless from and against any third party claims, damages
or losses, including reasonable attorney’s fees and costs (whether based on negligence, contract or any other legal theory), to the extent such claims, damages or losses are
attributable to the negligence of each party or each party’s failure to perform in accordance with the terms and conditions set forth herein.
EPRO 150-8000 O&M MANUAL Rev.04/03 Page 42 of 55
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