SELLER’S ACCEPTANCE OF BUYER’S PURCHASE ORDER IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF SALE, WHICH ARE IN LIEU OF ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN BUYER’S PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION PERTAINING TO BUYER’S ORDER OR THE GOODS. BUYER’S ASSENT TO THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT SHALL BE CONCLUSIVELY PRESUMED FROM BUYER’S ACCEPTANCE OF ALL OR ANY PART OF THE GOODS OR FROM PAYMENT BY BUYER FOR ALL OR ANY PART OF THE GOODS. NONE OF THESE TERMS AND CONDITIONS MAY BE ADDED TO, MODIFIED, SUPERSEDED OR OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF SELLER. FAILURE OF SELLER TO OBJECT TO ANY TERMS OR CONDITIONS WHICH MAY BE CONTAINED IN ANY DOCUMENT OR FORM OF BUYER SHALL NOT BE CONSTRUED AS A WAIVER OF THESE CONDITIONS NOR AS AN ACCEPTANCE OF ANY SUCH TERMS AND CONDITIONS.
2. Payment Terms.
Payments are to be made in the specified currency. Unless otherwise specified
all invoices are due net 14 days from date of Shipment. PRICES INVOICED WILL
BE THOSE IN EFFECT AT TIME OF SHIPMENT. All prices are f.o.b. point of
manufacture. Seller reserves the right to place a service charge on past due
accounts at the highest rate permitted by law.
The quoted purchase price may be increased to the extent that Seller’s cost
of the product sold hereunder may be increased as a result of (1) any
agreements, codes, or legislative enactments made or enacted pursuant to
federal, state or municipal legislation; and (2) increase in the cost of
labor or raw materials. In addition to paying the quoted purchase price,
Buyer is solely liable for any excises, levies or taxes which Seller may
be required to pay or collect, under any existing or future law, upon or
with respect to the sale, purchase, delivery, storage, processing,
use, consumption or transportation of any of the goods covered hereby,
and Buyer agrees to pay the amount thereof on the same terms as it shall
pay the quoted purchase price.
Seller warrants equipment of its manufacture for a period of one (1) year
from date of shipment, to the extent that Seller will at its option repair or
replace, f.o.b. point of manufacture, any such products if by reason of
faulty material or workmanship, they prove defective under normal use and
service and when properly installed, provided, however, that Seller does not
in any manner whatsoever warrant seals or packing materials in equipment
handling special or corrosive fluids operating at unusual temperatures or
pressures, improper lubrication, misapplication, lighting, improper voltage
supply, deterioration by chemical action, detrimental well conditions, and
wear caused by the presence of abrasive materials, do not constitute defects.
EXCEPT TO THE EXTENT OF THE DESCRIPTIONS CONTAINED HEREIN, OR AS SPECIFIED ON
SELLER’S ORDER ACKNOWLEDGMENT, THE FOREGOING IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS
FOR ANY PURPOSE NOT EXPRESSLY SET FORTH HEREIN.
warranty shall not apply to any equipment which has been subjected to misuse,
neglect or accident or has been altered or tampered with, or on which
corrective work has been done without Seller’s specific written, consent.
Seller does not recommend and will not assume any responsibility for
rebuilding, repairing, coating, welding, or heat treating done outside
Seller’s plant by or at the request of Buyer. Products not of Seller’s
manufacture, and included in Seller’s proposal, and special plating, coatings
or heat treatment applied to Seller’s products are not warranted in any way
by Seller but carry only the manufacturer’s warranty if any.
LIMITATION OF LIABILITY.
SELLER’S LIABILITY TO BUYER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY,
IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN ANY CASE THE RETURN OF
THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO
CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE GOODS IS CONSIDERATION
FOR LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING
OUT OF THE TRANSACTIONS UNDER THIS INVOICE MAY BE BROUGHT BY BUYER MORE
THAN ONE (1) YEAR AFTER THE DATE OF THIS INVOICE. WITHOUT LIMITATION OF
THE FOREGOING, IN NO EVENT WILL SELLER BE RESPONSIBLE OR LIABLE FOR (A)
PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B) INDEMNIFICATION OF
BUYER OR OTHERS FOR COSTS, DAMAGES OR EXPENSES ARISING OUT OF OR RELATED
TO THE GOODS.
Claims by Buyer for shortages or errors in delivery must be made within five
(5) days after the delivery of the Goods. Goods are sold subject to the
standard manufacturing practices of Seller’s suppliers. Goods purchased on
the basis of weight are subject to customary quantity variations recognized
by practice in the industry.
No Goods shall be returned for credit without first obtaining written consent from an executive officer of Seller.
Delivery terms are either F.O.B. Seller’s plant or as specified on the reverse side of this document. In either case, the Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the goods described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of Seller.
Shipments, deliveries, and performance of work by Seller shall at all times
be subject to the approval of and requirements of the credit department of
Seller, including the requirement that the Buyer pays part or all of the
purchase price in advance. Seller retains a purchase money security interest
in all Goods not paid for in full, notwithstanding that the goods have been
delivered to Buyer, and Buyer hereby authorized Seller to execute and file
financing statements describing the Goods, and other document which may be
requested by Seller to evidence its security interest.
Orders accepted by Seller are subject to cancellation by Buyer only upon the
express written consent of Seller. Upon such cancellation and consent, Seller
shall cease work and hold for Buyer all completed and partially completed
articles and work in progress and Buyer shall pay Seller: for all work and
materials that have been committed to and/or identified to Buyer’s order plus
a cancellation charge as prescribed by Seller, in addition to a reasonable
profit to Seller on the entire contract.
In addition to the foregoing, Buyer agrees to save and hold Seller harmless
from any claims, demands, liabilities, costs, expenses or judgments arising
in whole or in part, directly or indirectly, out of the negligence or lack of
care by Buyer or Buyer’s customers, agents, employees or invitees involving
the use of the goods supplied by Seller. This indemnification shall include
all costs, attorney’s fees and other expenses paid or incurred by or imposed
upon Seller in connection with the defense of any such claim.
Any agreement arising out of this transaction shall be deemed to have been
made in Oslo, Norway. The parties agree that the validity, interpretation and
performance of any agreement arising out of this transaction shall be
governed by Norwegian law. Buyer and Seller hereby submit to the exclusive
jurisdiction for the resolution of any disputes hereunder, to the Norwegian
courts. This shall be the sole and exclusive jurisdiction and venue for the
purpose of adjudication of any rights and liabilities hereunder.
In the case of default or breach by Buyer in the performance of any or all of
the provisions of this agreement, Seller may cancel any outstanding order
from Buyer and declare all obligations immediately due and payable, and
shall, in addition, have all remedies afforded by Norwegian law. Buyer shall
in addition, be liable for Seller’s expenses incurred in exercising any
remedies available to it, including reasonable attorney’s fees and legal
expenses. All unpaid obligations shall bear interest at the contract rate
provided under terms of payment above.
If Buyer requests deferral of deliveries, Seller’s agreement to defer
delivery shall not excuse Buyer from its obligation to pay for the goods at
the same times and in the same quantities as the original delivery schedule,
including interest due pursuant to these terms and conditions. In addition to
adhering to the original payment schedule, Buyer shall pay such storage
charges as Seller may assess for storing the goods awaiting delivery. If Buyer
requests deferral prior to commencement of production, Seller may require
progress payments in connection with expenses for materials and services
incurred by Seller in anticipation of production.