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Terms and Conditions of Sale for On-line orders

  1. CONSTRUCTION AND LEGAL EFFECT: We accept your offer upon the express condition that you agree to the terms and conditions set forth herein. They supersede and reject any conflicting terms and conditions of yours, any statement in yours to the contrary notwithstanding. Exceptions to any of our terms and conditions must be contained in a written or typed (not printed) statement received from you; we shall not be deemed to have waived any of our terms and conditions or to have assented to any modification or alteration of such terms and conditions unless such waiver or assent is in writing and signed by an authorized officer. No representation of any kind has been made by us except as set forth herein; this agreement conclusively supersedes all prior writings and negotiations with respect thereto and we will furnish only the quantities and items specifically listed on the face hereof. The various Edwards' instructions contained in the various price bulletins are hereby incorporated herein. This agreement contains the entire agreement between the parties. We assume no responsibility for furnishing other equipment or material or shown in any plans and/or specifications for a project to which the goods ordered herein pertain. Any action for breach of contract must be commenced within one year after the cause of action has accrued. Our published or quoted prices, discounts, terms and conditions are subject to change without notice.

  2. PRICES: All prices are net F.O.B. Edwards distribution. The amount of any applicable present or future tax or other government charge upon the production, sale, shipment or use of goods ordered or sold will be added to billing unless you provide us with an appropriate exemption certificate.

  3. CANCELLATION AND RETURNED EQUIPMENT: Orders cannot be cancelled once processed for shipping. They may be cancelled only with our written consent and upon payment of reasonable and proper cancellation charges. Goods may be returned only when specifically authorized and you will be charged for placing returning goods in saleable condition, any sales expenses then incurred by us, plus a restocking charge and any outgoing and incoming transportation costs which we pay.

  4. RECORDS, AUDITS & PROPRIETARY DATA: Unless otherwise specifically agreed in writing signed by two authorized officers, neither you nor any representative of yours, nor any other person, shall have any right to examine or audit our cost accounts, books or records of any kind or on any matter, or be entitled to, or have control over, any engineering or production prints, drawings or technical data which we, in our sole discretion, may consider in whole or in part proprietary to ourselves.


  6. DELIVERY: No allowance has been made, nor shall we be liable directly or indirectly for, delays of carriers or delays from labor difficulties, shortages, strikes or stoppages of any sort, fires, accidents, failure or delay in obtaining materials or manufacturing facilities, acts of government affecting us directly or indirectly, bad weather, or any causes beyond our control or causes designated as Acts of God or force nature by any court of law, and the estimated delivery date shall be extended accordingly. We will not be liable for any damages or penalties whatsoever, whether direct, indirect, special or consequential, resulting from our failure to perform or delay in performing unless otherwise agreed in writing by an authorized officer.

  7. DEFECTIVE EQUIPMENT: Providing Purchaser or Distributor notifies us promptly if within 90 days from date of shipment from Edwards, equipment or parts manufactured by us fail to function properly under normal use because of defects in material or workmanship demonstrated to our satisfaction to have existed at the time of delivery or because examination proves them not to be operating within the specified limit of calibration, the Company, reserving the right to either inspect them in your hands or request their return to us, will at our option repair or replace at our expense F.O.B. shipping point, such equipment or parts determined by us to be defective, if returned transportation prepaid by Purchaser. Specific products may carry a greater or lesser warranty but if so they will be so identified. The foregoing shall not apply to equipment that shall have been altered or repaired after shipment to you by anyone except our authorized employees or agents and the Company will not be liable in any event for alterations or repairs except those made with its written consent. Purchaser shall be solely responsible for determining suitability for use and the Company shall in no event be liable in this respect. The equipment or parts manufactured by others but furnished by us will be repaired or replaced only to the extent of the original manufacturer's guaranty. Our obligations and liabilities hereunder shall not be enforceable until such equipment has been fully paid for. Warranty repairs and replacements may be made with used parts which are inspected and reconditioned or refurbished as necessary. Purchaser agrees that if the products sold hereunder are resold by purchaser, he will include in the contract for resale, provisions which limit recoveries against us in accordance with this section. THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES INCLUDING NEGLIGENCE AND ALL WARRANTIES OF MERCHANTABILITY OR OTHERWISE, EXPRESS OR IMPLIED IN FACT OR BY LAW, AND STATE OUR ENTIRE AND EXCLUSIVE LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY CLAIM OF DAMAGES IN CONNECTION WITH THE SALE OR FURNISHING OF GOODS OR PARTS, THEIR DESIGN, SUITABILITY FOR USE, INSTALLATION OR OPERATION. WE WILL IN NO EVENT BE LIABLE FOR ANY DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, AND OUR LIABILITY UNDER NO CIRCUMSTANCES WILL EXCEED THE CONTRACT PRICE FOR THE GOODS FOR WHICH LIABILITY IS CLAIMED.

  8. SHIPPING, TITLE & SHIPPING CLAIMS: Full shipping instructions must accompany each individual order. Delivery of equipment to a carrier from any Edwards' shipping point shall constitute delivery to purchaser; and regardless of freight payment, title and risk of loss or damage in transit shall pass to purchaser at that time. Great care is taken in packing Edwards' equipment. Edwards cannot be held responsible for breakage after having received "in good order" receipts from the transportation company. All claims for loss and damage must be made by purchaser to the carrier. In case of shortage in shipments, Edwards must be notified of the shortage within five days after receipt of material. Method and route of shipments will be at the discretion of Edwards.

  9. PATENTS, COPYRIGHTS AND MASK WORKS: If Buyer receives a claim that any product or part thereof (herein called "Product") manufactured by Seller infringes a U. S. Patent, Copyright or Mask Work, Buyer shall promptly notify Seller promptly in writing and give Seller information, assistance and exclusive authority to evaluate, defend, and settle such claim. Seller shall then at its own expense and option (1) settle such claim; (2) procure for Buyer the right to use such Product; (3) replace or modify it to avoid infringement; (4) remove it and refund the purchase price; or (5) defend against such claim. Provided such timely notice, information, assistance and authority has been given by Buyer to Seller, should any court of competent jurisdiction hold such product to constitute infringement, Seller shall pay any costs and damages finally awarded on account of such infringement and, if the use of such product is enjoined, Seller shall take at its option one or more of the actions under (2), (3) or (4) above. With respect to any product not manufactured by Seller, the patent indemnity, if any, given by the manufacturer thereof shall apply in place of the foregoing indemnity The foregoing indemnity shall not apply to any claim that arises out of Seller's compliance with the specification or design of Buyer and it shall not apply to any claim of infringement resulting from the use of Product in combination with other equipment and materials not furnished by Seller. Buyer shall hold Seller harmless and indemnified against all claims described in this paragraph B. The sale of any goods hereunder does not carry with it any license to use such goods in combination with other goods not purchased from Seller and which combination is the subject of any patent owned or controlled by Seller.

The rights and obligations of the parties with respect to Patents, Copyrights and Mask Works are solely and exclusively as stated herein.