18
B1d.1
4/06
Supercedes 8/05
PACOPACO
PACOPACO
PACO
PUMPS
SECTION 1: THE CONTRACT
The Contract shall be comprised of the following terms, together with such terms and conditions as are set forth in
Seller’s written proposal or quotation (the “Quotation”), including any documents, drawings or specifications incorporated
therein by reference, and any additional or different terms proposed in Buyer’s purchase order (the “Purchase Order”)
that are accepted by Seller in writing, which together shall constitute the entire agreement between the parties, provided,
however, that preprinted terms on Buyer’s purchase order or invoice shall not apply and Seller gives notice of objection to
such terms. An offer by Seller in its Quotation that does not stipulate an acceptance date is not binding. This Contract
shall be deemed to have been entered into upon written acknowledgment of the Purchase Order by an officer or
authorized representative of Seller, which may not be modified, supplemented, or waived except in a writing executed by
an authorized representative of the party to be bound.
SECTION 2: PRICE
The price quoted in the Quotation shall be the Purchase Price unless otherwise agreed in the Purchase Order. The
Purchase Price for equipment shall include packing for shipment. Field Services shall be provided at Seller’s standard
rates. All other costs, including packing for storage, freight, insurance, taxes, customs duties and import/export fees, or
any other item not specified in the Contract, shall be paid by Buyer unless separately stated in the Quotation and included
in the price quoted. Any sales, use, or other taxes and duties imposed on the transaction or the equipment supplied shall
be paid or reimbursed by Buyer.
SECTION 3: PAYMENT TERMS
Payment shall be due within 30 days of the date of Seller’s invoice in U.S. funds unless otherwise agreed. If Buyer does
not observe the agreed dates of payment, Buyer shall pay interest to Seller on overdue amounts at a rate that is the
higher of: 9% per annum or a rate 5% in excess of the rate borne from time to time by new issues of six-month United
States Treasury bills. Seller shall be entitled to issue its invoice for the Purchase Price for equipment upon the earlier of
shipment, or notice to Buyer that Seller is ready to ship, and for services, upon completion. If the Purchase Price exceeds
$250,000 USD, Buyer shall pay the Purchase Price in Progress payments as follows: Fifteen percent (15%) upon
submittal of general arrangement drawings, thirty five percent (35%) after receipt of first Bowl Casting, twenty percent
(20%) after first case/bowl hydro test or bowl machining and thirty percent (30%) after notification of ready to ship.
SECTION 4: ACCEPTANCE AND INSPECTION
All equipment shall be finally inspected and accepted by Buyer within 14 days after delivery or such other period of time
as is agreed in the Purchase Order. Buyer shall make all claims (including claims for shortages), excepting only those
provided for under the warranty clause contained herein, in writing within such 14 day period or they are waived. Services
shall be accepted upon completion. Buyer shall not revoke its acceptance. Buyer may reject the equipment only for
defects that substantially impair its value, and Buyer’s remedy for lesser defects shall be in accordance with Section 10,
Warranty. If tests are made by Buyer to demonstrate the ability of the equipment to operate under the contract conditions
and to fulfill the warranties in Section 10, Buyer is to make all preparations and incur all expenses incidental to such
tests. Seller will have the right of representation at such tests at its expense, and the right to technically direct the
operation of the equipment during such tests, including requiring a preliminary run for adjustments.
SECTION 5: TITLE AND RISK OF LOSS
Full risk of loss (including transportation delays and losses) shall pass to Buyer upon delivery, regardless of whether title
has passed to Buyer, transport is arranged or supervised by Seller, or start-up is carried out under the direction or
supervision of Seller. Delivery shall be ex works, INCOTERMS 2000. Loss or destruction of the equipment or injury or
damage to the equipment that occurs while the risk of such loss or damage is borne by Buyer does not relieve Buyer of
its obligation to pay Seller for the equipment.
SECTION 6: PATENT OR TRADEMARK INFORMATION
If the equipment sold hereunder is to be prepared or manufactured according to Buyer’s specifications, Buyer shall
indemnify Seller and hold it harmless from any claims or liability for patent or trademark infringement on account of the
sale of such goods.
SECTION 7: CHANGES
Buyer may request, in writing, changes in the design, drawings, specifications, shipping instructions, and shipment
schedules of the equipment. As promptly as practicable after receipt of such request, Seller will advise Buyer what
amendments to the Contract, if any, may be necessitated by such requested changes, including but not limited to
amendment of the Purchase Price, specifications, shipment schedule, or date of delivery. Any changes agreed upon by
the parties shall be evidenced by a Change Order signed by both parties.
SECTION 8: CANCELLATION OR TERMINATION
Buyer shall have the right to cancel the Contract upon 15 days’ prior written notice to Seller, and Seller shall stop its
performance upon the receipt of such notice except as otherwise agreed with Buyer. If Buyer cancels the Contract, it shall
pay: (a) the agreed unit price for equipment or components completed and delivered, (b) additional material and labor
costs incurred, and for engineering services supplied by Seller with respect to the canceled items, which shall be
charged to Buyer at Seller’s rates in effect at the time of cancellation, but which shall not exceed the contract price for
such items, and (c) such other costs and expenses, including cancellation charges under subcontracts, as Seller may
incur in connection with such cancellation or termination.
Terms And Conditions Of Sale
SECTION 9: DELIVERY AND DELAYS
Seller shall use its best efforts to meet quoted delivery dates, which are estimated based on conditions known at the time
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