11. CONFIDENTIAL & PROPRIETARY INFORMATION. Buyer acknowledges that the information and processes utilized by Crane in the manufacture and supply of
its products and systems are confidential and proprietary to Crane. Buyer agrees to treat as confidential and proprietary any such information or processes, including, but not
limited to, design information or data, proposals, software, schematics, drawings, operational and maintenance manuals, testing procedures or other similar technical
information (“Confidential Information”) provided by Crane in connection with the supply or installation of products or systems hereunder, and will, at a minimum, protect
any such Confidential Information in a manner commensurate with the measures taken to protect Buyer’s own confidential or proprietary information. Crane retains all rights,
titles and interests in all such Confidential Information, and Buyer shall not use or otherwise disclose to any third party any such Confidential Information except to the extent
authorized by Crane in writing.
12. INTELLECTUAL PROPERTY RIGHTS. Crane retains any and all intellectual property rights in and to the equipment, services, and/or information supplied hereunder
(including, but not limited to, patents, copyrights, trademarks and trade secrets) (“Intellectual Property”). Buyer is not granted any interest, right, or license with respect to any
such Intellectual Property, except to use the equipment, services and/or information for the purposes for which it is specifically provided to Buyer in accordance with the
terms and conditions hereof. Crane shall indemnify and hold Buyer harmless from and against all third party claims of infringement or alleged infringement arising out of
Buyer’s use of any equipment, services, or information supplied by Crane hereunder. Provided, however, that Crane's indemnity obligation hereunder shall not apply to, and
Crane shall not be responsible for, any claims to the extent arising out of Buyer’s modification of Crane's equipment, services or information, or use of such equipment,
services or information: (a) in combination with equipment, services or information not supplied by Crane, or (b) in the operation of any process or in any other manner
inconsistent with the purpose for which Crane's equipment, services or information were intended.
13. INSURANCE
. Each party shall provide and maintain at its own expense, such policies of insurance in such amounts as are appropriate and commercially reasonable for
parties engaging in the type of activities contemplated by the projects entered into hereunder. Upon request, each party shall furnish the other with certificates evidencing the
required insurance coverage.
14. Lens
. Crane shall promptly pay for all materials, supplies and labor employed by it in providing the goods and/or services hereunder, such that any equipment or system
supplied to Buyer remains free of materialmen's, warehousemen's, mechanics', and any other similar liens. Crane shall promptly discharge any such liens arising out of its
performance hereunder.
15. COMPLIANCE WITH LAWS
. In providing the goods and/or services hereunder, Crane shall comply with all applicable federal, state, and local laws and all rules and
regulations issued thereunder. Any provisions required to be included by any such law; rule or regulation shall be deemed to be included by reference herein.
16. ASSIGNMENT
. The rights and responsibilities of Buyer as set forth herein, are personal to Buyer and may not be assigned or delegated without the prior written consent
of Crane.
17. NON-WAIVER
. The parties’ failure to demand strict performance or to otherwise enforce any rights hereunder shall not constitute a waiver of any rights hereunder. No
claim arising out of a breach hereof may be discharged in whole or in part by a waiver of the claim unless supported by consideration and set forth in a writing signed by the
waiving party. Any such waiver shall apply to the specifically identified claim only, and shall in no way constitute a waiver or discharge of any other prior or subsequent
claim.
18. SUSPENSION BY BUYER
. If any project or order, for which Crane is to supply goods and/or services hereunder, is suspended by Buyer, for any reason other than a
breach by Crane, Crane shall take all reasonable measures to cooperate with Buyer in rescheduling any planned or ongoing work, and in otherwise complying with the
suspension instructions. Provided, however, that in the event of any such suspension which continues for a period of 90 days, Crane shall be entitled to terminate that order,
without any further liability or obligation thereunder. Provided, further, that Crane shall be entitled to prompt reimbursement from Buyer iaw Provision 24 below.
19. CANCELLATION/TERMINATION
. This contract is not subject to cancellation except by mutual consent and on terms that will indemnify Crane against loss. If any
project or order, for which Crane is to supply goods and/or services hereunder, is terminated iaw the provisions of these terms and conditions, Crane shall be entitled to charge
25% of selling price to the Buyer who placed the order for standard equipment. As it relates to any specially-designed, non-standard equipment ordered, a 25% charge will be
levied if canceled prior to incurring related engineering, drafting, and production time. If engineering, drafting, and production time has been incurred, 100% of the selling
price plus additional costs incurred will be charged to the Buyer who placed the order. Additional costs incurred as a direct result of termination may include, but are not
limited to, freight and storage charges, costs of labor, transportation, travel and living expenses for support.
20. APPLICABLE LAW / DISPUTES
. It is the expectation of the parties that any disputes arising hereunder will be amicably resolved by mutual agreement of the parties.
Any dispute, involving the supply of goods or services within the United States, which cannot be amicably resolved by the parties, shall be submitted to binding arbitration in
accordance with the applicable rules and regulations of the American Arbitration Association. The substantive law of Pennsylvania shall apply to any such arbitration, which
shall be conducted in Philadelphia, Pennsylvania. Any dispute, involving the supply of goods or services outside the United States, which cannot be amicably resolved by the
parties, shall be submitted to binding arbitration in accordance with the applicable rules and regulations of the International Chamber of Commerce. Unless otherwise agreed
upon by the parties, the applicable substantive law, language and the location for any such arbitration shall be determined by the arbitrator(s) in accordance with the applicable
rules.
21. FORCE MAJEURE
. Neither party shall be liable for any failure or delay in its performance resulting from any cause beyond its reasonable control including, but not
limited to, acts of God; acts or omissions of civil or military authority; fires; floods; unusually severe weather; strikes or other labor disputes; embargoes; wars; political strife;
riots; delays in transportation; sabotage; or fuel, power, material or labor shortages.
22. INTEGRATION / MODIFICATION
. Except as otherwise specifically set forth herein, these terms and conditions are intended by both Buyer and Crane as the final
integrated expression of their agreement with respect to any projects or orders subject hereto. No additions to or modifications of any of the terms or conditions herein shall be
effective unless set forth in a writing duly executed by both parties.
23. CONSTRUCTION
. If these terms and conditions have been provided in response to an invitation to bid or other solicitation from Buyer, and the provisions set forth
herein differ in any way from the provisions (if any) of Buyer’s invitation or solicitation, these terms and conditions shall constitute Crane's counteroffer and shall not be
effective as an acceptance unless Buyer assents to the provisions herein. If these terms and conditions constitute a counteroffer, acceptance hereof must be on the exact terms
contained herein. Any additional, conflicting or different terms proposed by Buyer shall constitute a counteroffer by Buyer, and shall not be effective unless set forth in a
mutually agreed upon writing executed by both parties.
24. RETURNED GOODS. No equipment shall be returned to Seller without its prior written authorization. All returns due to unwanted products or customer error will be
assessed a 25% restocking charge, based on the original invoice amount (shipping charges will be borne by the Buyer). The Buyer will be credited the full invoice amount,
including return shipping charges, if the original shipment was Crane’s error. To obtain specific performance under this warranty, the defective product must be returned to
Crane together with proof of purchase, installation date, failure date, supporting technical data, and documentation supporting the warranty claim. Any defective product to be
returned to the factory or service center must be sent Freight Prepaid. Buyers desiring to return product should contact our Customer Service Department at 1-800-828-2447 to
obtain a Return Authorization (RA) number and a Return Material tag (RMT). Each carton must be visibly marked with the RA number and have the RMT tag (RMT) in the
packing list pouch and shipped via ground transport to: The Crane facility indicated on the Return Authorization form. The following applies to returns: (a) Cartons that
are not marked with the RA number or do not have the RMT tag in the packing list pouch will be returned to the sender, unopened; (b) The appropriate credit will be issued
upon verification of the age and condition of the product returned; (c) Customized products cannot be returned for credit unless it is identified that Crane shipped the order in
error; (d) Return of products not manufactured by Crane will be subject to the original manufacturer’s return to stock policy; (e) Crane will not accept C.O.D. return
shipments; (f) A return authorization will become null and void if equipment is not received by Crane within 30 days of the date of issue. Claims for error in quantity or
condition must be made within 10 days of receipt of the material. Crane will not be responsible for any claimed shortages not reported within 10 days.
EPRO 150-8000 O&M MANUAL Rev.04/03 Page 43 of 55
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