TERMS & CONDITIONS

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Any changes must be signed by both parties. Seller’s waiver  of any performance will not constitute a waiver of any other  performance.  These conditions supersede any prior written or oral  agreement, understanding, representation or promise, and any pre-printed  or standard terms and conditions contained in Buyer’s request for  quote, purchase order, invoice, order acknowledgement or similar  document.   

Buyer agrees to indemnify, hold harmless and defend the  Protected Group, against any and all judgments, losses, damages,  expenses, costs, including defense costs and legal fees, arising from  any and all claims for liability arising or claimed to arise from any  act or omission of Buyer or Seller in any way related to this order or  products. To the extent the aforesaid obligation is prohibited by law,  obligation will, but only to extent of such prohibition, be null and  void. The remainder of Buyer’s indemnity obligations will remain in  effect.   

No suit or cause of action or other proceeding will be  brought against either party more than one (1) year after accrual of the  cause of action or one (1) year after the claim arises, whichever is  shorter, whether known or unknown when the claim arises or whether based  on tort, contract or any other theory.  These terms will be governed by  and construed in accordance with the laws of the State of Ohio (without  giving effect to conflict of law rules) as to all matters. The parties  irrevocably submit to the exclusive jurisdiction of the United States  District Court for the state of Ohio.   

Buyer may cancel this order only with the prior written  consent of Seller.  Buyer agrees to pay Seller a cancellation charge for  any such cancelled order, which charge will be no less than 10% of  purchase price.  

Seller will not be liable for special, indirect,  consequential, incidental or punitive damages of any kind (including but  not limited to loss of use, revenue or profits, inventory or use  charges, cost of capital or claims of customers) incurred by Buyer or a  third party.  Total liability of Seller, including its affiliates,  officers, employees, agents, subcontractors, suppliers and  representatives (the “Protected Group”) with respect to the order or a  breach thereof, is capped at the order price of the specific product  giving rise to the claim.   

Quoted shipping dates are estimates only.  Seller will meet  quoted schedules or reflect current schedules upon order  acknowledgement.  Lead-time will be as mutually agreed to at the time of  product release to manufacture and credit package approval by Seller.   Seller will not be responsible for delay in deliveries due to any cause  beyond Seller’s reasonable control, boycotts, floods, epidemics,  quarantine restrictions, war, insurrection, terrorism, riot, civil or  military authority, freight embargo, transportation shortages or  delays, unusually severe weather or inability to obtain necessary labor,  materials or manufacturing facilities due to such causes.  In the event  of a delay, the date of delivery will be extended for a length of time  equal to the period of the delay.   

Payment is due 100% upon purchase or net 30 days after  invoice date (ONLY to pre-authorized Buyers). No retainage or portion of  the amount due may be held for any reason.  Payment is not contingent  on payment from or approval of any third party.  All orders and  shipments are subject to credit approval.  Waivers of lien will be  provided upon request after full payment is received. If Buyer fails to  pay Seller as specified herein, Buyer agrees to pay all collection  costs, attorney fees and expenses incurred in collecting payment,  including interest at the maximum charges incident to delivery or  products.  Quoted prices may increase if shipment is delayed beyond  scheduled shipping date due to Buyer’s delay.   

Unless otherwise noted, quoted price is F.O.B. shipping  point. Buyer will pursue claims directly with carrier for products  received that were damaged in transit. Each shipment will be accompanied  by a packing list. Buyer will check shipment against packing list and  report any shortages and discrepancies in writing to Seller within five  (5) business days after receipt.   

Buyer will comply with all applicable import and export  control laws and/or regulations, including without limitation those of  the U.S. and/or other jurisdictions from which products may be supplied  or to which they may be shipped. Buyer will not use, transfer, release,  import, export or re-export products in violation of such applicable  laws and/or regulations. NO SHIPMENT SHALL BE AUTHORIZED NOR  EXECUTED WITH KNOWLEDGE OF FINAL DESTINATION TO THE FOLLOWING COUNTRIES:  Cuba, Iran, North Korea, Russia, Syria, Venezuela, or the Crimea region  of Ukraine (including Sevastopol or Simferopol). SHIPPING TO THESE  COUNTRIES IS STRICTLY PROHIBITED! 

Quoted prices exclude sales, use or other taxes.  Where  applicable, all taxes will be billed to Buyer at time of shipment,  unless Buyer provides proper exemption documentation before shipment is  invoiced.   

Seller warrants the products to be free of defects in  workmanship and material under normal use and service, and when used for  the purpose and under the conditions for which they are intended, for a  period of 12 months from the date of shipment.  If Seller determines  (in its sole discretion) during the warranty periods that a product is  non-conforming, then at its options, Seller will repair, replace or  refund the unit purchase price of the products.  THIS WARRANTY  IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE  WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. This  warranty is conditioned on Buyer’s agreement to provide written notice  of the alleged defect prior to commencing any remedial work and in no  event will the warranty include the cost of valve removal or  re-installation. Seller warrants equipment of other manufacturers only to the extent of  the other manufacturer’s guarantee. Buyer is solely responsible for  performing sufficient qualification testing and engineering to determine  whether Seller’s product is suitable for use in Buyer’s application.  Any statements made by Seller related to such determinations reflect  Seller’s professional opinion and should not be relied upon by Buyer.  Seller Shall not be responsible for ensuring its products meet any  standards, codes, or federal or state regulations applicable to Buyer’s  application.