1. ENTIRE AGREEMENT: This
agreement is intended by Leslie Controls, Inc. and the Purchaser as the
final expression of their agreement and is the complete and exclusive
statement of the terms and conditions thereof notwithstanding any oral
representations or statements to the contrary heretofore made. No
modification hereof shall be effective unless in writing signed by both
parties and specifically stating it is such a modification. If terms or
conditions are contained herein which are additional to or different from
the Purchaser’s order, then this acknowledgment supersedes the Purchaser’s
2. PRICES AND DISCOUNTS: All
prices and discounts are in accordance with the established price and
discount schedules of Leslie Controls, Inc.
3. PRICE TERMS: Unless otherwise
agreed upon in writing by Leslie Controls, Inc., prices quoted are F.O.B.
Tampa, FL. Leslie Controls, Inc. shall not be responsible for any storage,
transportation, or similar charges incurred at destination.
4. BOND PREMIUMS: In the event
Leslie Controls, Inc. shall be required as a condition of the manufacture
and sale of goods covered hereby to furnish a performance bond, all bond
premiums and expenses in connection therewith shall be paid by the
Purchaser in addition to the quoted purchase price.
5. INTEREST: Overdue invoices
shall bear interest at the rate of 1% per month on the unpaid balance from
the past due date of the invoice.
6. PAYMENT TERMS: Subject to
establishment of satisfactory credit, terms are strictly net 30 days (60
days for overseas shipments) after date of invoice payable in U.S.
currency or, in the case of overseas shipments, in negotiable instruments
which are to be transacted through a mutually acceptable banking
establishment. No cash discounts or other discounts for prompt payment are
offered unless specifically stated on the face hereof.
7. TAXES: Any taxes imposed by
federal, state, foreign, or local governmental authority on the sale or
use of the goods covered hereby shall be paid to Leslie Controls, Inc. by
the Purchaser in addition to the quoted purchase price, unless the
Purchaser has filed a valid tax exempt certificate with Leslie Controls,
8. FUTURE PRICES: Prices quoted
herein are firm for shipment of the goods covered hereby within 6 months
after the date hereof or as previously negotiated in writing. Thereafter,
prices are subject to change by Leslie Controls, Inc. without notice.
Delays in delivery caused by the Purchaser shall subject the prices herein
to escalation. Goods held by Leslie Controls, Inc. beyond delivery date at
the request of the Purchaser will be invoiced on the date of completion
and terms of payment will apply as from said invoice date. Goods so
delayed or held will be subject to charges for storage and all other
expenses incident to such delay or holding.
9. DELIVERY: Leslie Controls,
Inc. shall attempt to make shipment within the time specified herein.
However, delivery dates are approximate and estimated and are based on
prompt receipt of all necessary data and specifications from the
Purchaser. Leslie Controls, Inc., reserves the right to make partial
shipments of any one or more of the goods covered hereby and to ship from
any location it may select. No liability or breach of this agreement shall
result from delay in performance or nonperformance occasioned by acts of
God or the public enemy, fire, explosion, flood, drought, weather
conditions, war, riot, sabotage, accident, embargo, equipment breakdown,
or inadequacy, shortage or failure of supply of materials or equipment,
fuel, energy, or labor disputes or shortages, or plant shutdown, or
inability to obtain material, equipment or transportation, government
priority, requisition or allocation, or other action of any governmental
authority, or any circumstances or causes of like or different character
beyond the control of Leslie Controls, Inc. in the reasonable conduct of
its business and Leslie Controls, Inc. shall have the right to apportion
its production among its customers in such manner as it may consider to be
10. CANCELLATION: All orders are
firm and are not subject to cancellation or change in specifications,
shipping schedules or other conditions by the Purchaser without the
written consent of Leslie Controls, Inc., which will be given only upon
the written agreement of the Purchaser to compensate Leslie Controls, Inc.
for all expenses incident to such cancellation or changes.
11. CREDITS AND RETURN OF GOODS:
Goods covered hereby may be returned to Leslie Controls, Inc. for credit
ONLY with the prior written approval of Leslie Controls, Inc. and if
accompanied by a completed “Return Goods Authorization” issued by
Leslie Controls, Inc. After inspection, report and review of
circumstances, appropriate credit may be allowed only for current catalog
items or parts, less reconditioning and restocking charges as applicable.
Any credit allowed will be based on the selling price at the time of
original shipment from Leslie Controls, Inc.
12. WARRANTY: Leslie Controls,
Inc. warrants to the original Purchaser that the goods covered hereby
manufactured by Leslie Controls, Inc. will be free from defects in
material or workmanship for a period of one year from the date of shipment
from Leslie Controls, Inc. under normal use and service. This warranty
shall not apply to any goods damaged through improper installation,
accident, negligence, abuse, or poor operating practices. This warranty
does not apply to replacement parts which are not manufactured or supplied
by Leslie Controls, Inc., nor does it apply to defects or damage caused by
use of parts not manufactured or supplied by Leslie Controls, Inc. or by
repairs not performed by Leslie Controls, Inc.
WARRANTY GIVEN IN THIS PARAGRAPH IS EXCLUSIVE,
EXCEPT AS SO WARRANTED, THE GOODS COVERED HEREBY
ARE SOLD AS IS. LESLIE CONTROLS, INC. MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED, COVERING SUCH GOODS,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE.
13. WARRANTY OBLIGATION - REMEDY:
If any goods covered hereby manufactured by Leslie Controls, Inc. are
alleged to be defective under the warranty given in paragraph 12, the
Purchaser shall notify Leslie Controls, Inc. in writing and, after receipt
of shipping advice, the Purchaser may return the alleged defective item to
Leslie Controls, Inc., Tampa, Florida, transportation charges prepaid by
the Purchaser. If found to be defective, Leslie Controls, Inc. will, at
repair the item or replace it free of
all charges, except said transportation charges. The parties hereto agree
that the Purchaser’s sole and exclusive remedy against Leslie Controls,
Inc. shall be the repair or replacement as provided above and that Leslie
Controls, Inc. shall have no other liability, except said repair or
replacement, for any damages from any cause whatsoever. The Purchaser
specifically agrees that no other remedy shall be available to the
Purchaser (including, but not limited to, special, incidental or
consequential damages for personal injury, property damage, lost profits,
repair or replacement costs, labor expenses, interruption of operations,
or any other special, incidental or consequential damages) and that Leslie
Controls, Inc. shall in no event be responsible for same. This exclusive
remedy shall not be deemed to have failed of its essential purpose so long
as Leslie Controls, Inc. has made or is willing and able to make said
repair or replacement. Leslie Controls, Inc. neither assumes, nor
authorizes any other person to assume for Leslie Controls, Inc. any other
liability in connection with the goods covered hereby.
14. INDEMNITY: The Purchaser
assumes all risks of and responsibility and liability for all losses,
damages, and personal injuries which may be incurred by any of its
employees, agents, independent contractors, customers, employees of its
customers, or any other persons, caused directly or indirectly, by the
goods covered hereby. The Purchaser expressly and unequivocally agrees to
indemnify and save Leslie Controls, Inc. harmless from all claims,
actions, suits, proceedings, costs, expenses, damages and liabilities,
including attorney’s fees, arising out of, connected with, or resulting,
directly or indirectly, from the goods covered hereby; to defend, at the
Purchaser’s own cost and expense, all suits which may be brought against
Leslie Controls, Inc., either alone or in conjunction with others, upon
any such liabilities or claims, and to promptly satisfy, pay and discharge
all judgments and fines that may be recovered against Leslie Controls,
Inc. in all such actions.
15. RETURNS FOR NON-WARRANTY REPAIRS:
If the Purchaser desires to return goods for repairs due to causes not
covered under the warranty given in Paragraph 12, the Purchaser shall
notify Leslie Controls, Inc. and, after receipt of shipping advice, the
Purchaser may return the item to Leslie Controls, Inc., transportation
charges prepaid by the Purchaser. When making any return, the Purchaser
shall supply Leslie Controls, Inc. with all possible information regarding
the trouble experienced and complete details regarding the installation
with which the item was used.
16. LIABILITY: The Purchaser
shall remain primarily liable for the purchase price. Leslie Controls,
Inc. shall not be obliged to accept any term or condition of payment which
will shift said liability to a third person not a party to the contract of
sale, whether or not such third person is the United Sates government, its
agents or instrumentalities.
17. LAWS AND REGULATIONS: Leslie
Controls, lnc. represents that the goods covered hereby are not
manufactured or sold in violation of any federal, state or local law or
regulation. Leslie Controls, Inc. makes no representation and assumes no
liability regarding laws, regulations, import duties, or taxes of any
18. DESIGNS: All designs and
specifications shown in catalogs are subject to change by Leslie Controls,
Inc. without notice.
19. WEIGHTS AND DIMENSIONS:
Shipping weights and dimensions given in catalogs and drawings are as
close to actual as practicable, but are not guaranteed. No claims will be
allowed because of any discrepancy between such listed data and actual
weight or dimensions of goods shipped.
20. SHIPPING AND PACKING: All
goods are carefully packed for shipment. Leslie Controls, Inc. shall not
be liable for any loss, delay or damage after having received “in good
order” receipts from the transportation company. All claims by the
Purchaser for loss, delay or damage shall be made directly to the carriers
involved in the shipment. Leslie Controls, Inc. will render all reasonable
assistance to the Purchaser in securing satisfactory adjustment of such
claims. Goods will be shipped by the method and via the carrier that
Leslie Controls, Inc. believes dependable, unless a method or carrier is
specifically designated by the Purchaser in writing.
21. ERRORS: Leslie Controls, Inc.
reserves the right to correct all typographical or clerical errors which
may be present in its prices or specifications. No claims will be allowed
because of any such errors.
22. SPECIFICATION CLAIMS: Failure
of the Purchaser to make a claim in writing against Leslie Controls, Inc.
within ten (10) days after any delivery of any of the goods covered hereby
shall constitute an irrevocable acceptable of the goods comprising the
particular delivery and the Purchaser’s acknowledgment that the goods in
said delivery meet the agreed specifications.
23. WAIVER: Waiver by Leslie
Controls, Inc. of a breach of any of the terms and conditions hereof shall
not be construed as a waiver of any other breach.
24. ASSIGNABILITY: Neither this
agreement nor any right or obligation hereunder is assignable by the
Purchaser without the prior written consent of Leslie Controls, Inc.,
except to an assignee or successor in title (by merger or otherwise) to
substantially all the assets of the Purchaser. This agreement shall be
enforceable against the assigns and successors of the Purchaser.
25. PARAGRAPH HEADINGS: Paragraph
headings used herein are for convenience only and are not a part of this
agreement and shall not be used in construing it.
26. APPLICABLE LAW: The
construction, performance and completion of this agreement shall be
governed by the laws of the State of New Jersey. To the extent that the
provisions hereof may at any time vary from the Uniform Commercial Code of
the State of New Jersey, the provisions hereof shall govern.