Warranty

John Guest USA, Inc. Terms & Conditions of Sale
Rev. July 2014
Terms and Conditions
The products described in this document are hereby offered for sale to be
established by John Guest (USA) Inc., its subsidiaries and its authorized
distributors. This offer and its acceptance by any customer (the “Buyer”) shall be
governed by all of the following Terms and Conditions. Buyer’s order for any
item described in this document, when communicated to John Guest (USA) Inc.,
its subsidiaries or an authorized distributor (the “Seller”) verbally or in writing,
shall constitute acceptance of this offer.
1. Terms and Conditions of Sale. All descriptions, quotations, proposals,
offers, acknowledgments, acceptances and sales of the Seller’s products are
subject to and shall be governed exclusively by the terms and conditions stated
herein (the “Agreement”). The Buyer’s acceptance of any offer to sell is limited
to the terms and conditions in the Agreement. Any terms or conditions in
addition to, or inconsistent with those stated in the Agreement, proposed by the
Buyer in any acceptance of an offer by the Seller, are hereby objected to. No
such additional, different or inconsistent terms and conditions shall become part
of the agreement between the Buyer and the Seller unless expressly accepted
in writing by the Seller. The Seller’s acceptance of any offer to purchase by the
Buyer is expressly conditioned upon the Buyer’s assent to all the terms and
conditions in this Agreement, irrespective of any terms in addition to, or
inconsistent with those contained in the Buyer’s offer. Acceptance of the Seller’s
products shall in all events constitute such assent.
2. Documents. Unless provided otherwise in the Agreement, all catalog
descriptions, illustrations, drawings and literature or independently submitted
estimates of performance, weights and measurements or other specifications
provided by the Seller are mere approximations and the Seller reserves the right
to alter or amend the same at any time. The Seller reserves the right to correct
clerical or technical errors in the contract documents. The Buyer shall furnish
with his order all necessary specifications and information. The Seller takes no
responsibility for goods manufactured, priced or delivered not in accordance
with the order or the specifications unless the Buyer’s order and specifications
are clear and correct.
3. Prices. Unless otherwise provided, all prices contained in our quotations and
written acceptances are ex works and do not include the cost of packing. All
orders are accepted on the condition that all such prices are subject to revision
by the Seller at any time before the goods are dispatched to take account of any
price change. In the event that the Buyer does not place the entire order quoted
by the Seller for the Buyer, the Seller reserves the right to revise its prices. The
Seller also reserves the right to revise its prices if the Buyer modifies the
specification or quantity of the goods, or the delivery requirements after the
order has been accepted by the Seller.
4. Advice. All advice given in connection with the Seller’s goods is provided
without charge to the Buyer. Any advice and assistance given by the Seller to
the Buyer is given at the Buyer’s risk and the Seller shall not be liable for any
loss, damage or claim arising therefrom.
5. Payment. (a) Unless otherwise provided in the Agreement, or explicitly
agreed upon in writing by the Seller, payment is due in full 30 days from date of
shipment of the items purchased herein under. (b) In the case of an installment
contract, deliveries or parts, payment for each installment delivery or part shall
be made under sub-clause (a) as if the same constituted a separate agreement.
(c) Amounts not timely paid shall bear interest at the rate of 2-1/2% above the
Seller’s bank’s prime rate from time to time in force. (d) A bank fee shall apply to
all payments received via wire transfer. (e) Payments made with a credit card
shall incur a 2% bank fee. (f) In the event that the Buyer fails within one
calendar month of the date for payment to effect any payment which may be
due under the Agreement or any agreement with the Seller, or if the Buyer
commits any breach of the Agreement, or if the Buyer becomes insolvent or
commits any act of bankruptcy or contemplation of liquidation, the Seller will be
entitled, without prejudice to the Seller’s other rights, to terminate the
Agreement or any unfulfilled part thereof, or at the Seller’s option to make partial
deliveries.
6. Modifications and Cancellations. This Agreement is not subject to oral
modification or cancellation. A Buyer’s request for modification or cancellation
will not be incorporated into the Agreement unless the request is accepted by
the Seller in a writing that amends the Agreement. Acceptance of any such
requested modification or cancellation shall be at the Seller’s discretion and
shall be upon such terms and conditions as the Seller may require.
7. Handling Charge. Goods supplied in accordance with the Buyer’s order
may later be returned to the Seller at the Seller’s discretion provided the return
is pre-authorized, in writing and the merchandise is unused, in original
packages, unaltered, clean and no older than 60 days from the date of shipment
by the Seller. The Buyer shall pay to the Seller a handling charge of 25% of the
purchase price of the returned goods. A copy of the original invoice for the
merchandise must accompany all returns.
8. Delivery. (a) Any delivery dates quoted are approximate only and the Seller
shall have no liability for any delays in delivery. (b) Unless provided otherwise,
delivery of the goods shall be made when the Seller has notified the Buyer that
the goods are ready for dispatch. Regardless of the method of delivery, delivery
shall be made F.O.B. Seller’s plant, where the risk of loss shall thereupon pass
to the Buyer upon the Seller’s delivery to a carrier. Notwithstanding that the
Seller’s prices are ex-works, the Seller is prepared by special contract to
procure carriage or freight and insurance on behalf of the Buyer and at Buyer’s
cost in which event the Seller shall be under no liability for damage in transit or
loss or damage to the goods beyond the point at which the Seller contracts to
deliver the same. (c) Seller will not make drop shipments.
9. Inspection and Rejection. (a) The following provisions shall apply in
relation to all deliveries of goods: the Seller shall not be held liable for any
claims of damage in transit, shortage of delivery or loss of goods, unless in the
case of shortage of delivery, a separate notice in writing is given to the carrier
concerned and to the Seller within three (3) days of the receipt of the goods,
followed by a complete claim in writing within five (5) days of receipt of the
goods and in the case of loss of goods, a separate notice in writing is given to
the carrier concerned and to the Seller and a complete claim in writing made
within thirty (30) days of the date of consignment. The Buyer must inspect the
goods on arrival from the carrier, however, where goods are accepted from the
carrier concerned without being inspected, the delivery book of the carrier
concerned must be signed “not examined”. The Seller shall have the right to
inspect the goods at the Buyer’s premises in respect to any such claims made
by the Buyer and the Buyer shall retain such goods until the Seller has
inspected such goods or until the Seller has notified the Buyer that the Seller
does not wish to inspect such goods. Any breach of these conditions in this
provision shall serve as a waiver to any claim brought by the buyer. (b) Without
prejudice to the Seller’s other rights, should the Buyer fail for any reason to send
the Seller forwarding instructions within ninety (90) days after the date of the
Seller’s notification that the goods are ready for dispatch or to accept delivery of
the goods, the Seller shall be entitled at the Buyer’s risk and expense to store
the goods and/or to procure or effect storage of the goods elsewhere. Goods so
stored shall be paid for as if they had been dispatched and/or accepted.
10. Special Tooling. Where it is necessary for the Seller to manufacture or to
purchase special tooling, including without limitation tools, dies, jigs, mandrills,
fixtures, molds, and patterns in order to execute a contract, the Buyer will be
charged with a proportion of the cost of such special tools. Such special tooling
shall be and remain the Seller’s property notwithstanding payment of any
charges made by the Buyer. In no event will the Buyer acquire any interest in
apparatus belonging to the Seller which is utilized in the manufacture of the
items sold hereunder, even if such apparatus has been specially converted or
adopted for such manufacture and notwithstanding any charges paid by the
Buyer therefore. Unless otherwise agreed, the Seller shall have the right to alter,
discard or otherwise dispose of any special tooling or other property in its sole
discretion at any time.
11. Test and Performance. (a) The Seller’s goods are, where practicable,
submitted to the Seller’s standard test before delivery. If special tests are
required, these shall be made at the Seller’s premises unless otherwise agreed,
and will be subject to an extra charge. (b) The Seller accepts no liability for
failure to attain any performance figures quoted by the Seller unless the Seller
specifically has guaranteed them with an agreed sum as liquidation damages
and the Buyer has suffered actual loss by reason of the failure to attain the
figures quoted. (c) Any particulars of weights and measurements, power and
consumption, power output or performance relating to the goods and like
matters furnished by the Seller to the Buyer in the Seller’s catalogs, literature or
otherwise, are approximate and are intended only to present a general idea of
the goods to be supplied and unless previously agreed specifically in writing
shall not form part of the Agreement.
12. Buyer’s Property. Any designs, tools, patterns, materials, drawings,
confidential information or equipment furnished to the Seller by the Buyer, or
any other items which become the Buyer’s property, may be considered
obsolete and may be destroyed by the Seller after two (2) consecutive years
have elapsed without the Buyer placing an order for the items which are
manufactured using such property. The Seller shall not be responsible for any
loss or damage to such property while it is in the Seller’s possession or control.
13. Taxes. Unless otherwise indicated, all prices and charges are exclusive of
excise, sales, use, property, occupational or like taxes which may be imposed
by any taxing authority upon the manufacture, sale or delivery of the items sold
hereunder. If any such taxes must be paid by the Seller, or if the Seller is liable
for the collection of such tax, the amount thereof shall be in addition to the
amounts for the item sold. The Buyer agrees to pay all such taxes or to
reimburse the Seller therefore upon receipt of its invoice. If the Buyer claims
exemption from any sales, use or other tax imposed by any taxing authority, the
Buyer shall promptly indemnify and hold the Seller harmless from and against
any such tax, as well as any interest or penalties thereon which may be
assessed if the items are held to be taxable.
14. Warranty. (a) The Seller warrants that the items sold
hereunder shall be free from defects in material or
workmanship at the time of shipment by the Seller. The Seller
warrants that if within 12 months of delivery of the goods to
the Buyer the Buyer returns immediately to the Seller’s