Manual

CFH -4000 Series Heater Manual
Rev. 01/2013 Page | 5
13. EXCUSABLE DELAYS: Seller shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control,
including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to
perform by any Vendor, or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall
be extended for a period equal to the time lost by reason of delay. If Goods are held or stored beyond the delivery date for the convenience
of Buyer, such Goods shall be so stored at the risk and expense of Buyer.
14. CLAIMS: Claims for any nonconforming Goods must be made by Buyer, in writing, within ten (10) days of Buyer’s receipt of such Goods
and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such ten
(10) day period shall constitute an unqualified acceptance of such Goods by Buyer, and a waiver of any right to reject or revoke acceptance
of such Goods.
15. WARRANTIES:
(a) SELLER’S WARRANTIES: Seller warrants that all Goods sold shall mechanically operate as specified and shall be free from faults in
respect to materials and workmanship for a period of: (i) for parts, twelve (12) months from the date of invoice, and (ii) for systems, twelve
(12) months from start-up, or, if earlier, eighteen (18) months from the date of the bill of lading. Seller also warrants that the Goods shall,
upon payment in full by Buyer for the Goods, be free and clear of any security interests or liens. Buyer’s exclusive remedy for breach of such
warranties shall be limited to repair or replacement costs or termination of any security interests or liens, and Seller shall have no
responsibility for reimbursing repair costs incurred by Byer in connection with Goods without first giving written authorization for such
charges. In any claims by the Buyer against the Seller in respect of the Goods, the liability of the Seller shall be limited to the value of the
Goods. This warranty applies only to Goods properly used and maintained and does not apply to any Goods which are misused,
neglect or accident, or which has been installed, operated, repaired, altered or modified other than in accordance with instructions or
written authorization by Seller. This warranty does not apply to any Goods not manufactured by Seller, and Buyer's sole warranty
with respect to such Goods shall be that of the Seller’s Vendor, if any.
(b) VENDOR’S WARRANTIES: Seller shall assign to Buyer any Vendor warranties and/or remedies provided to Seller by its Vendor.
(c) INTELLECTUAL PROPERTY INFRINGEMENT: SELLER DISCLAIMS ANY AND ALL WARRANTIES AND/OR INDEMNIFICATIONS
AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY NATURE. SELLER SHALL, IF GIVEN PROMPT
NOTICE BY BUYER OF ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT WITH RESPECT TO ANY GOODS SOLD
HEREUNDER, REQUEST THE APPLICABLE VENDOR TO GRANT FOR THE BUYER SUCH WARRANTY OR INDEMNITY RIGHTS AS
SUCH VENDOR MAY CUSTOMARILY GIVE WITH RESPECT TO SUCH GOODS.
(d) LIMITATIONS: THERE ARE NO OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS, IMPLIED OR BY STATUTE. SELLER
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO
REPAIR OF GOODS OR OTHER COSTS ARE ASSUMED BY SELLER UNLESS AGREED TO, IN ADVANCE, IN WRITING.
16. LIMITATIONS OF LIABILITY: UNLESS APPLICABLE LAW OTHERWISE REQUIRES, SELLER’S AND ANY VENDOR’S TOTAL
LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY
THESE TERMS & CONDITIONS, FROM THE USE OF THE GOODS FURNISHED OR FROM ANY ADVICE, INFORMATION OR
ASSISTANCE PROVIDED BY SELLER (BY ANY METHOD, INCLUDING A WEB SITE), IS LIMITED TO THE PRICE OF THE GOODS
GIVING RISE TO THE CLAIM. NEITHER SELLER NOR ITS VENDORS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT,
CONSEQUENTIAL OR PENAL DAMAGES, INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF
REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE
OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY,
UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR
CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES. IF SELLER FURNISHES BUYER WITH ADVICE OR OTHER
ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH
GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS & CONDITIONS, THE FURNISHING OF
SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT SELLER TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.
17. BUYER’S USE OF GOODS: Many factors beyond Seller’s control contribute to the success of the Buyer’s finished products, such as raw
materials used to manufacture the products. Seller is not liability for the quality or quantity of finished products produced by Buyer with the use of
the Goods.
18. EXPORTS: If Goods are sold for export, Seller’s standard terms & condition for export sales, if any, shall also apply. Acceptance of export
orders is not valid unless confirmed in writing by Seller. Buyer, and not Seller, is responsible for compliance with all United States export control
rules and regulations. Buyer shall not name Seller as shipper or exporter of record in connection with the export of any Goods purchased from
Seller.
19. INSTALLATION: Installation of the Goods is the responsibility of Buyer, unless otherwise indicated in the quotation or invoice provided to
Buyer. Notwithstanding the foregoing, however, Seller will provide installation supervision personnel within thirty (30) days of Buyer’s request. If
an installation for which the Seller is to participate is delayed by the Buyer more than six (6) months after the date of shipment of the Goods, or if
Buyer’s facility, materials, or parts are not prepared for installation for such period of time, Seller shall be entitled to invoice the Buyer for the
anticipated installation costs, up to $1,250 per day plus expenses, for each of Seller’s installations technicians which are on site.
20. ANTI-MONEY LAUNDERING RESTRICTIONS: Seller rejects questionable purchase orders and payments: Except for pre-approved
credit arrangements, Seller rejects third-party payments, cashiers' checks, money orders and bank drafts. Seller accepts only checks
imprinted with Buyer’s name; wire transfers originated in Buyer's account; letters of credit with Buyer as account party; and credit or debit
cards in Buyer’s name. All payments must be by single instrument in the amount of the invoice, less credits, from banks acceptable to
Seller.
21. GOVERNING LAW: These Terms & Conditions and all disputes related to it shall be governed by the laws of the State of Florida, United
States of America, without giving effect to its conflict of law rules.