TEKNOTHERM, INC.
TERMS AND CONDITIONS OF SALE
1. Quotations:
Quotations furnished by Teknotherm, Inc. (“Seller”) to Purchaser do not constitute an offer . Seller will make every effort to supply
the items quoted, but seller cannot guarantee availability.
2. Terms of sale:
(a) Unless otherwise agreed to in writing, any quotation with respect to items to be furnished
hereunder (“Products”)and any contracts with respect thereto (“Contract”), shall incorporate these Terms and
conditions and acceptance by seller of any order by confirmation or commencement of performance shall be
on the basis of these Terms and conditions even though no reference is made thereto at the time of acceptance.
No provision contained in Purchaser’s order which are different from, or additional to ,these Terms and
Conditions shall be binding on Seller or applicable to the sale of the Products.
(b) All orders from Purchaser are subject to acceptance by Seller at its main office in Seattle
Washington, and Seller reserves the right to accept or reject any order in whole or in part.
(c) Delivery will be F.O.B. shipping point.
(d) Payment shall be 30% at the time contract is signed and the balance shall be due when
the product is ready for delivery to purchaser.
3. Drawings and Descriptions:
All information regarding weight, dimensions, capacity, price, technical and other data stated in catalogues, prospectuses,
circulars, advertisement, illustrations and price lists, or other documents are descriptive only, are not intended as warranties and
are subject to alteration without notice. Such information is made part of the contract only to the extent expressly stated therein.
4. Technical Information and assistance:
(a) Upon request Seller may furnish to Purchaser such technical advice or assistance as
it has available in reference to the use of the Products, as understood, however, that(I) Seller assumes no obligation
or liability for the result obtained, (II) all such advice or assistance is given and accepted at Purchaser’s risk, and
(III) such advice and assistance shall not effect Seller’s liabilities under other provisions of this Agreement.
(b) Seller will supply at delivery of the Products all information which Seller deems
necessary to enable Purchaser to install, start-up, operate and maintain the Products. Unless otherwise agreed to by
Seller, any designs, specifications, drawings, blueprints, or ideas relating to methods of manufacture shall be
considered to be disclosed in confidence and shall remain the proprietary information of Seller. Such
information shall not be reproduced by Purchaser, not transmitted or disclosed to any person or organization by
Purchaser without Seller’s prior written consent except in the ordinary course of Purchaser’s business.
5. Performance Tests and Characteristics:
(a) Tests shall be carried out in accordance with Seller’s standard practice, defined in Paragraph 5(b), unless otherwise
agreed upon and explicitly stated in the contract.
(b) Seller’s standard practice is to rely on the results of tests conducted by the manufactures of components for which
the Seller obtains test reports that will be submitted to the Purchaser. The contents of the reports shall be final and
conclusive evidence of the results of the test. No other evidence will be considered probative.
6. Title and risk of Loss:
Title and risk of loss shall pass to Purchaser at the time of dispatch from the specified shipping point unless specified in the
Contract in accordance with the International Rules for the Interpretation of trade terms (Incoterms) of the International
Chamber of Commerce in force on the date of signing of the Contract.
7. Prices:
Prices applicable to the Products do not include the following, all of which shall be for the account of Purchaser, taxes, duties
which Seller may be required to pay or collect under any federal , state, or local law upon or with respect to the importation
assembly. Purchase, sale, transportation, delivery, storage, use or handling of any Products, special packaging and handling
charges beyond delivery point. 2
8. Warranty:
(a) Seller warrants to Purchaser only that the Products, and any replacement parts therefor furnished by Seller
pursuant to this warranty, shall be free of defects in design, material and workmanship at the time of
delivery. Seller shall in no event be responsible for non- conformities or damage caused by other than
normal and proper usage or contributed by improper maintenance, incorrect installation by Purchaser, misuse
or abuse, alterations made without the written consent of Seller, faulty repairs made by those other than
Seller, normal wear and tear or defects arising from materials supplied or designed stipulated by Purchaser.
This warranty shall be in effect for twelve months from the date of delivery by Seller. All claims must be made in
writing and received by Seller within the said period or shall otherwise be barred. Any defective Products
or parts shall be returned to Seller. Unless otherwise agreed, costs of such shipment shall be for the account of
Purchaser and shipment will be at Purchaser’s risk. Should any failure to conform with the warranty appear,
provide timely claim has been made, Seller shall as its option, replace the nonconforming Products or part
F.O.B. shipping point or refund the purchase price of each nonconforming Product or part.
(b) DISCLAIMER EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THE FORGOING
WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER
INCLUDING WITHOUT LIMITATION THE DESIGN OR CONDITION OF THE
PRODUCTS, THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY LIABILITY IN NEGLIGENCE
OR TORT ( INCLUDING STRICT OR ABSOLUTE LIABILITY). SELLER SHALL NOT BE LIABLE
FOR INCIDENTALS OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO
“LOST PROFIT”, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL
SELLER BE LIABLE FOR EXEMPLARY DAMAGES.
9. Indemnity:
Purchaser agrees to indemnity, hold harmless and defend Seller against any and all liabilities, claims, demands, suits, losses,
costs, damages and expenses (including reasonable attorneys; fees ) which Seller may sustain or incur arising out of any
claim based on breach of warranty, negligence of Seller or otherwise for injury to or death of persons or damage to property
arising out of or in any way connected with the sale, use or operation of the Products.
10. Force Majeure:
Seller shall not be liable for any failure or delay in manufacturer or delivery resulting from any cause beyond the reasonable
control of Seller or from compliance by Seller with any regulations (including import and export regulations), orders,
acts, Instructions or priority requests of any national, state or municipal government(whether of the United States of America
or of any other country).or any department or agency thereof, or any civil, or military authority, or from acts of Good , fires or
other casualty or accident, labor disputes, strikes, lockouts, factory shutdowns or altercations, embargoes, currency restrictions,
riots or other disorders, delays or shortages in transportation or inability to obtain in sufficient quantity fuel, power, labor
manufacturing facilities or materials or other supplies from the usual sources of Seller.
11. Disputes:
Any controversy or claim arising out of relating to these Terms and Conditions of Sale shall be settled before three (3)
arbitrators accordance with the Rules of the American Arbitration Association. The arbitration shall be held in Seattle,
Washington and judgment upon any award rendered by all or a majority of arbitrators may be entered in any court having
jurisdiction thereof. The prevailing party shall be entitled to attorney fees and costs. This contract shall be governed by
the laws of Washington.
12. Miscellaneous Provisions:
These Terms and Conditions of Sale supersede all prior correspondence, agreements and proposals and are intended to be the
exclusive expression of the parties understanding of the sale and related Products. No waiver or modification of any provisions
thereof shall be binding upon Seller unless agreed to in writing by a duly authorized Officer or Seller. The paragraph
heading contained herein are for the purpose of convenience and do not form part of the text of these Terms and Conditions of Sale.
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