Warranty

Terms And Conditions Of Sale – Ebac Industrial Products Inc.
1.Definitions
“Vendor” shall mean Ebac Industrial Products, Inc., with its principal office located at 700 Thimble Shoals Boulevard, Suite 109,
Newport News, VA 23606.
“Goods” shall mean any or all of the goods or materials or services which from time to time the Vendor contracts to supply to the
Purchaser.
“Purchaser” means the person, firm, company or other corporation who places an order with the Vendor or otherwise agrees to buy
from the Vendor any of the Goods.
“Terms and Conditions” means the conditions of sale herein together with any special conditions of sale notified to the Purchaser by
the Vendor.
2. Application
2.1 These Terms and Conditions shall apply to all contracts, whether written, oral or implied for the sale of Goods by the Vendor.
2.2Any conditions of purchase or other terms provided by the Purchaser shall be of no effect whatsoever nor shall any variation or
alteration of these Terms and Conditions be of any effect unless made in writing and signed by or on behalf of the Vendor by a person
authorized by the Vendor.
2.3No binding contract shall be created by the placing of an order by the Purchaser unless and until the Vendor’s written
acknowledgement of order shall have been posted or delivered which acknowledgement shall incorporate these Terms and Conditions.
Alternatively, in the event that no such acknowledgement is sent a binding contract will be created subject to these Terms and
Conditions on the date on which the Vendor incurs any costs or expenses whatsoever in responding to the order received from the
Purchaser (whichever is the sooner).
3.Quotations
Any quotation in whatever form given to the Purchaser is given subject to these Terms and Conditions and does not constitute an offer
to sell. The validity of any quotation issued by the Vendor shall expire thirty (30) days after the date of its issue unless otherwise stated
in writing. No contract shall be created except as stated in Section 2.3 above.
4.Prices
4.1 Subject to anything to the contrary contained in any quotation issued by the Vendor, prices for the Goods are as referred to in the
Vendor’s current price list and, unless otherwise stated, are exclusive of sales or other similar taxes. The Vendor reserves the right to
alter any of its prices without notice and the relevant price list shall be that prevailing at the date of acceptance of the Purchaser’s
offer to buy.
4.2 The Purchaser shall have no right of set-off whether statutory or otherwise.
4.3Unless otherwise expressly stated in writing by the Vendor, prices quoted are exclusive of carriage, handling and any insurance
charges.
5.Payment and Default by Purchaser
5.1 Subject to sub-paragraphs 5.2 and 5.3, the Purchaser shall pay the Vendor in full for the Goods within thirty (30) days of the date of
invoice unless otherwise stated in writing. Invoices which remain unpaid thirty (30) days from the date of invoice shall be charged
interest on the unpaid principal balance at the rate of 2% per month compounded monthly.
5.2 In the event that the Purchaser fails to make payment by the due date or otherwise commits a breach of these Terms and
Conditions, then the Vendor may in its sole and absolute discretion, in addition to and without prejudice to any other rights which it
may have:
5.2.1Suspend all future deliveries or supplies to the Purchaser under the contract in question or under any other contracts and/or
terminate all or any part of such contract(s) without liability upon its part, and/or
5.2.2 Require payment in advance for any future deliveries, and/or
5.2.3 Require the Purchaser to assign or novate any contract entered into by the Purchaser relating to the provision of any Goods by
the Purchaser to any third party, and where such assignment or novation is not effected to undertake its obligations under any such
contract as the sub-contractor of the Vendor and to account to the Vendor for any monies accruing therefrom and/or
5.2.4 Require the Purchaser to provide written details as to the location and the identity of all third party purchasers of the Goods
known to the Purchaser.
5.3 In the event Purchaser in any capacity is or becomes insolvent or makes an assignment for the benefit of creditors, a petition is
filed or any other proceedings are commenced under the Federal Bankruptcy Code or any state insolvency statute by or against the
Purchaser, or a receiver is appointed for, or a writ or order of attachment, levy or garnishment issued against the Purchaser or the
property, assets or income of the Purchaser, then, in such event, the entire balance of all sums owing to Vendor whether or not then
due shall become immediately due and payable.
6. Delivery and Supply
6.1 Unless otherwise agreed in writing, delivery will be made by the Vendor making the Goods available at the Vendor’s premises
identified in paragraph 1.1.
6.2 If delivery takes place at any location other than the Vendor’s premises as aforesaid it will be the Purchaser’s responsibility to
provide any necessary machinery and labor to load or unload (as the case may be) the Goods and to ensure delivery can take place at
the delivery time and place specified or otherwise agreed. The Purchaser shall be liable to indemnify the Vendor for any loss or
expense incurred as a result of a breach of these obligations. Without prejudice to the foregoing, if the Vendor or its agents or
employees agree to assist in the loading or unloading (as the case may be) of the Goods then the Vendor will not be liable for any loss
or damage howsoever arising through any act, omission or negligence of any of its agents or employees to the full extent permitted in
law.
6.3 Although given in good faith, delivery times or installation times for the Goods specified by the Vendor in its quotation or otherwise
are intended as estimates only and are not therefore to be treated as being of the essence of the contract and binding on the Vendor.
The Vendor will not be liable to the Purchaser for any loss or damage (direct or indirect) occasioned by its failure (whether as a result
of its negligence or otherwise) to deliver the Goods by the date or within the time stated and in no case shall delay be a ground for
rejecting the same.
6.4 The right to deliver any part or parts of the Goods when they become available is expressly reserved by the Vendor and these
Terms and Conditions shall apply to any such part or parts mutatis mutandis.
6.5 In the case of an alleged shortage in or damage to the Goods:
6.5.1 The Purchaser agrees to notify the Vendor of any claim in respect thereof verbally within forty-eight (48) hours and in writing
within ten (10) days of its receiving the Goods together with written evidence in support of such claim in relation to the date of receipt;
and
6.5.2 The Purchaser agrees to allow the Vendor a reasonable opportunity to inspect the Goods before any use is made of them or
alteration is made thereto and to keep them in good order and store them so as to prevent any damage arising.
6.6 In the event that the Vendor agrees to arrange delivery of the Goods to the Purchaser and the Purchaser does not receive delivery
of the Goods at the destination requested by the Purchaser under paragraph 6.1 hereof by the date agreed or specified in any delivery
advice note, the Purchaser shall notify the Vendor as soon as reasonably possible.
6.7 The Purchaser shall have no claim against the Vendor for shortage, damage or non-delivery unless the requirements as to
notification and Vendor’s right to inspect set out in this paragraph 6 are strictly complied with by the Purchaser.
7. Risk of Loss
Risk of damage to or loss of the Goods shall pass to the Purchaser at the time they are dispatched from the Vendor’s facility (prior to
loading) or when the Purchaser takes control of the Goods which ever shall be the sooner.
8.Cancellation
The Vendor shall be under no obligation whatsoever to accept any cancellation of an order once accepted. However, if the Vendor in
its complete discretion agrees to accept any such cancellation or return, it will do so in writing and a minimum 25% restocking fee shall
be imposed. If the Vendor accepts a cancellation or return, it will issue a "Returned Goods Authorization". The restocking fee shall be
indicated on the Returned Goods Authorization. Upon receipt of the Returned Goods Authorization, the Purchaser shall pay to the
Vendor the amount of restocking fee imposed by Vendor promptly, and in any event, prior to shipping the Goods back to the Vendor.
No Goods will be accepted by the Vendor unless and until a Returned Goods Authorization has been issued, and the indicated
restocking fee has been paid. Any goods that are returned shall be in like new, saleable condition, as determined in the sole discretion
of the Vendor. Any goods returned without a Returned Goods Authorization and without a prior payment of the indicated restocking
fee, will be refused delivery. Shipping costs and risk of loss for the goods being returned to the Vendor shall be borne by the
Purchaser.
9.Title
9.1 Title in the Goods shall be retained in Vendor and shall not pass to the Purchaser until the Vendor has received in cash or cleared
funds payment in full of the price of the Goods and all other goods agreed to be sold by the Vendor to the Purchaser for which
payment is then due.
9.2 Until such time as title in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Vendor’s fiduciary agent
and bailee, and shall keep the Goods properly stored, protected and insured as the Vendor’s property, but shall be entitled to resell or
use the Goods in the ordinary course of its business.
9.3 Until such time as title in the Goods passes to the Purchaser or the Goods have been sold to a bona fide purchaser for value in the
Purchaser’s ordinary course of business, the Vendor shall be entitled at any time to require the Purchaser to deliver up the Goods to
the Vendor and the Purchaser shall ensure that, if the Purchaser fails to do so forthwith, the Vendor shall have the right to enter upon
any premises of the Purchaser or any third party where the Goods are stored or used to enable the Vendor to repossess the Goods.
9.4 The Purchaser shall not be entitled to pledge, encumber or in any way charge by way of security for any indebtedness any of the
Goods in which title remains with the Vendor, but if the Purchaser does so, all moneys owing by the Purchaser to the Vendor shall
(without prejudice to any other right or remedy of the Vendor) forthwith become due and payable.
9.5 Until such time as title in the Goods passes to the Purchaser the Purchaser shall not enter into any binding agreement with any
third party which precludes the assignment or novation of any such agreement to the Vendor pursuant to paragraph 5.2.3 hereof.
10. Limited Warranty
10.1.1 The Warranty Period. Vendor warrants that any Goods sold pursuant to these Terms and Conditions will be free from defects in
–––materials and workmanship under normal use for a period of one (1) year from the date of delivery (the “Warranty Period”).
During the Warranty Period, Vendor will repair, or at its option, replace components that prove to be defective and return the Goods
to the Purchaser. Vendor reserves the right to decide where warranty repairs are to be carried out.
10.1.2 Purchaser’s Obligations. The Purchaser has the responsibility to diagnose and/or make minor adjustments and to reimburse
the authorized service center or Vendor for any other repair not covered by the terms of this Limited Warranty. If appearance
imperfections are noted at time of installation, the Purchaser must advise the installer or the supplier without delay. The Purchaser
has the responsibility to return the complete unit to be repaired (or defective component) to the nearest Vendor authorized service
center or to Vendor.
10.1.3 Exclusions and Limitations. This Limited Warranty extends only to the original Purchaser of the Goods, and applies only when
the Goods are installed and operated in accordance with Vendor’s written instructions included with each unit. Failures caused by
accident, modification, abuse, misuse, misapplication, or corrosive atmosphere are not covered. THIS LIMITED WARRANTY MAY NOT
BE ALTERED, VARIED OR EXTENDED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY VENDOR. VENDOR’S LIABILITY AS PROVIDED
UNDER THIS LIMITED WARRANTY IS STRICTLY LIMITED TO REPAIR OR REPLACEMENT OF THE GOODS. IN NO EVENT SHALL VENDOR BE
LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES TO ANY PERSON OR ENTITY, WHETHER OR NOT OCCASIONED BY THE
NEGLIGENCE OF VENDOR, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, DAMAGES FOR LOSS OF USE, PROPERTY
DAMAGE, LOST PROFIT OR OTHER LOSS. SOME STATES DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED ABOVE, THE GOODS ARE SOLD “AS IS” AND VENDOR MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND
DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THIS
LIMITED WARRANTY GIVES SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
10.1.4 Each of the foregoing sub-paragraphs shall, so far as the context permits, be read and construed independently of the other
sub-paragraphs so that if one or more of them shall be held to be invalid this shall not affect the validity of the remaining sub-
paragraphs.
11. Patent Infringement
11.1 The Purchaser warrants that any instructions or plans furnished or given by it shall not be such as will cause the Vendor to infringe
any patent, copyright, registered design, right of confidence, trademark or any other intellectual property rights in execution of the
Purchaser’s order and agrees to indemnify and hold harmless the Vendor against all claims, costs or other expenses incurred by the
Vendor in respect thereof.
11.2 The Vendor gives no warranty, guarantee or other assurance to the Purchaser that the goods do not infringe any patent,
copyright, design rights (registered or unregistered), right of confidence or trademarks.
12.General Lien
The Vendor shall have a general lien over all goods of the Purchaser in its possession for all monies due to the Vendor or liabilities
incurred by the Vendor upon whatever account and shall also be entitled to apply any monies of the Purchaser held by it under one
contract to the discharge of monies due to it under any other contract. The Vendor shall be entitled to charge rent and other expenses
incurred during all periods in which a lien of goods is being asserted. Further, if the Vendor exercises its right of lien over any goods
then if monies due are not paid within one month after it has first retained such goods or if the circumstances mentioned in paragraph
5.3 arise, the Vendor shall have power, without giving notice, to sell the whole or part of such goods to cover the monies due and
expenses of sale.
13. Catalogues, Advertisements and Drawings, etc.
13.1 Although the Vendor believes that all specifications, illustrations, performance data and other information contained in any
drawings, catalogues, advertisements and samples are as accurate as reasonably possible, they do not constitute a description of the
Goods and shall not be taken to be representations made by the Vendor and are not warranted to be accurate.
13.2 All intellectual property rights in the Goods including in particular any patent rights, copyright, design rights (registered or
unregistered), trademarks and know-how in the Goods shall at all times remain vested in the Vendor or its suppliers (as the case may
be) and the Purchaser shall not reproduce or use all or any of them without the Vendor’s prior written consent provided that this shall
not be taken as including any brand name or style belonging to the Purchaser with which the Goods have been packaged.
13.3 All drawings, catalogues, and other specifications or data provided to the Purchaser by the Vendor must be treated as confidential
and should not be disclosed by the Purchaser to any third party or be used by the Purchaser for any purpose other than the installation
and operation of the Goods.
14. Alterations and Modifications
The Vendor may carry out from time to time and without notice or liability to the Purchaser, alterations or improvements in
construction or design, specification, materials or manner of manufacture of the Goods.
15. Defacing of Goods
The Purchaser shall not deface, tamper with or remove in all or party any identification label trademark, logo or insignia which may be
embossed upon or affixed to the Goods (nor affix any other trademarks, logo or insignia thereon) without the prior written consent of
the Vendor and shall not otherwise deface and/or interfere with, alter or modify any of the Goods.
16. Force Majeure
Notwithstanding anything to the contrary in these Terms and Conditions, the Vendor shall not be liable for any loss or damage caused
by the non-performance or delay in the performance of any of its obligations hereunder if the same is occasioned by any cause
whatsoever which is beyond the Vendor’s control, including but not limited to acts of God, war, civil disturbance, requisitioning, import
or export regulations, strike, lock-out or trade dispute, difficulties in obtaining materials, breakdown of machinery, fire or accident.
Should any such event occur the Vendor may cancel or suspend this contract without incurring any liability for any loss or damage
thereby occasioned.
17.The Purchaser
Shall use its best efforts to ensure that any necessary third parties agree to and execute and perform all such further deeds,
documents, assurances, acts and things as the Vendor may reasonably require by notice in writing to the Purchaser to carry the
provisions of the contract into full force and effect.
18.Notices
Any notice required to be served pursuant to these Terms and Conditions shall be served as follows:
18.1 Notices to the Vendor: to its offices at 700 Thimble Shoals Boulevard, Suite 109, Newport News, VA 23606; or such other
address as it may from time to time notify to the Purchaser;
18.2 Notices to the Purchaser: to such address as the Purchaser may notify to the Vendor or, in default of notification, to such address
as appears overleaf, or if the Purchaser is a company, at the Vendor’s option, to the Purchaser’s registered office.
19. Governing Law
The construction, validity and performance of the contract shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.
20. Jurisdiction and Venue
Purchaser hereby irrevocably consents to the jurisdiction of any state court sitting in the City of Norfolk, Virginia and to the Federal
District Court for the Eastern District of Virginia, Norfolk, Division, in any action or proceeding arising out of or relating to this contract
and agrees that all claims with respect to such action or proceeding shall be heard and determined by said courts. The Purchaser also
agrees not to bring any action or proceeding arising out of or relating to this contract in any other court. The Maker waives any
defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other party with respect thereto. Purchaser agrees that a final judgment in any action or
proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at
equity.
Ebac Industrial Products Inc
700 Thimble Shoals Blvd, Suite 109
Newport News, VA, 23606-2575
Tel: [phone] Fax: [phone]
www.ebacusa.com www.eipidirect.com
Issue Date:- 20
th
March 2006