Combustex Corp. (hereafter referred to as “the Company”) warrants all equipment manufactured by it to be free from defects in workmanship and material provided that such equipment was properly selected for the service intended, properly installed, and not misused. Equipment which is returned transportation pre-paid to the Company’s originating factory within the 12 month period after the date of the original packing slip and is found by the Company’s inspection department to be defective in workmanship or material will be repaired or replaced at the Company’s option, free of charge and return-shipped lowest cost transportation pre-paid. With the exception of the warranty set forth above, the company makes no express or implied warranties, no warranty or merchantability, no warranty of tness for purpose, and no other warranties which extend beyond the description of the face hereof. The company shall be liable only for loss or damage directly caused by it’s sole negligence.
The Company’s liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with or resulting from this contract or from the performance or breach thereof or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any equipment covered by or furnished under this contract shall in no case exceed the price allocable to the equipment or unit thereof which gives rise to the claim and shall terminate one year after shipment of the equipment by the Company.
In no event, whether as a result of breach of contract or warranty or alleged negligence, shall the Company be liable for special consequential damages, including, but not limited to loss of pro ts or revenue, loss of use of the equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, down time costs or claims of customers of the Purchaser for such damage.
Delivery of equipment shall be ex-works at the Company factory, warehouse or o ce selected by the Company, and at which time risk or loss shall pass to the Purchaser. The Company shall have the right to deliver all of the goods at one time or in portions from time to time.
The Company shall not be liable for any delay in the production, delivery, supervision or installation of any of the equipment covered hereby if such delay shall be due to one or more of the following causes: re, strike, lockout, dispute with workmen, ood, accident, delay in transportation, shortage of fuel, inability to obtain material, war, embargo, demand or requirement of any government or war activity, or any other cause whatsoever beyond the reasonable control of the Company. In the event of any such delay, the date or dates for performance hereunder by the Company shall be extended for a period equal to the time lost by reason of the delay.
3. DAMAGE OR LOSS
The Company shall not be liable for damage to or loss of equipment after delivery of such equipment.
Unless Purchaser gives the Company written notice of each defect or irregularity, whether patent or latent, in an item equipment within three (3) business days after actual receipt by Purchaser, it shall be conclusively presumed between Purchaser and Company that each item of equipment was delivered complete and in good repair, without any defects, and the Purchaser has accepted it as an item of equipment described on the face hereof and conforming thereto; and it is speci cally agreed between Purchaser and the Company that three (3) business days after actual receipt by Purchaser of an item of equipment is reasonable time for Purchaser to inspect and give notice as herein provided.
The amount of all present or future taxes and governmental charges upon labor or the production, shipment, sale, installation or use of the equipment covered hereby shall be added to the price and paid by the Purchaser.
6. TERMS OF PAYMENT
Subject to approval and continuance of approval of credit by the Company, terms of payment are as follows: (a) In the case of equipment for destination within Canada – thirty days net from date of invoice. (b) In the case of equipment for destination outside of Canada – Payment in full is due prior to shipment. Credit terms of net 30 days are available for international shipments with approved Export Development Canada coverage or Letter of Credit. All payments shall be made in Canadian or US dollars. Acceptance and endorsement by the Company of an instrument for less than the full amount which the Company claims to be due shall not be deemed to be an admission of payment in full and any conditions to the contrary which are noted on such an instrument shall not be binding on the Company. Prices are subject to correction for error.
It is contemplated that any installation or supervision labor and services agreed on the face hereof to be performed by the days. If for any reason the Purchaser requests the Company to furnish any such labor or services outside of such regular working hours, any overtime of other additional expense occasioned thereby shall be billed to and paid by the Purchaser as an extra.
8. TERMS OF SALE
All Company proposals, all acceptance of Purchaser’s orders, and all sales by the Company are Company are to be performed during regular working hours on regular working expressly limited to, and expressly made conditional upon the Purchaser’s acceptance of and assent to the Standard Terms and Conditions of Sale as set forth herein and any additional terms and conditions on the face of this proposal, notwithstanding receipt of, or acknowledgment of, the Purchaser’s order form or speci cations containing additional or di erent provision, or con icting oral representation by any agent or employee of the Company. No waiver, change or modi cation of any terms or conditions on the face or reverse hereof shall be binding on the Company unless made in writing and signed by an o cer or authorized manager of Company.
Title to the goods shall remain with the Company until payment for the goods in collectible funds has been received by the Company.
10. AUTHORITY OF COMPANY’S AGENTS
No agent, employee or representative of the Company has any authority to bind the Company to any a rmation, representation or warranty concerning the goods o ered for sale under this proposal and unless an a rmation, representation or warranty made by an agent, employee or representative is speci cally included within the proposal, it has not formed a part of the basis of this bargain and shall not in any way be enforceable by the Purchaser.
Orders for products not normally in stock or requiring engineering services or otherwise requiring special attention are not subject to cancellation.
A 25% charge will be applicable to all orders cancelled after delivery.
13. TIME FOR ACCEPTANCE
Quotations do not continue beyond thirty (30) days, except in the case of equipment for destination outside of Canada in which case the time for acceptance shall not continue beyond sixty (60) days, and all quotations are subject to change or withdrawal at any time by the Company without notice.
This quotation is an order to sell and shall become mutually binding agreement when accepted on the face hereof by the Purchaser or upon receipt of the Purchaser’s order for the equipment and/or services speci ed on the face hereof.
Any assignment of this contract or any rights hereunder by the Purchaser without written consent of the Company shall be void. Provisions of this contract are for the bene t of the Purchaser and not for any other person.