QUOTE/ORDER FORM Please Complete All Fields Below BILLING INFORMATION SHIPPING INFORMATION Company: Company: Address: Address: City: City: State: Zip Code: State: Zip Code: Contact: Contact: Phone No.: Phone No.: Fax No.: Fax No.: E-mail Address: E-mail Address: Purchase Order No: Delivery Date: Ship Via: ORDER DESCRIPTION: OPTIONS NO. QTY. MFG. SRS. HP VA A B C D E F DESCRIPTION TOTAL EX 2 CH ES4 0.75 230 1 3 0 1 0 1 Call our sales staff with your order information toll free at 1-800-324-1484/local 713-460-5151 or Fax the order form to 713-460-5186. Order ONLINE at www.store.cordyne.com Qty: Quantity Manufacturers: Eaton/Cutler-Hammer (CH) Mfg: Manufacturer HP: Horse Power General Electric (GE) WEG Electric (WG) Sprecher+Schuh (SS) SPECIFICATIONS AND PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE CORDYNE, INC., 9820 DRYSDALE LN, HOUSTON, TEXAS 77041, 1-800-324-1484 OR 713-460-5151 FAX 713-460-5186 WWW.CORDYNE.COM | WWW.STORE.CORDYNE.COM COPYRIGHT © 2013 CORDYNE, INC. All Rights Reserved. 121
TERMS & CONDITIONS OF SALE 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Entire Agreement: This document, together with any additional writings signed by <strong>Cordyne</strong> Industrial Controls (“CORDYNE, INC.”) pertaining to the goods (“Goods”) described on the face hereof, constitutes the entire agreement (“Agreement”) between CORDYNE, INC. and the customer named on the face hereof (“Buyer”) with respect to the Goods and supersedes all prior written or oral understandings relating to the sale of the Goods by CORDYNE, INC. to Buyer. The Agreement formed hereby may not be modified, supplemented, waived, canceled, or changed in any way (whether by oral testimony, Buyer’s purchase order or course of dealing) except by a written instrument signed by Buyer and a corporate officer of CORDYNE, INC. CORDYNE, INC.’s agreement to sell the Goods to Buyer covered by this Agreement is expressly made conditional on Buyer’s assent to all of the ter<strong>ms</strong> and conditions in this Agreement and Buyer’s assent is conclusively established by Buyer’s execution of this Agreement or by acceptance of any goods provided under this Agreement. In the event Buyer offers to purchase from CORDYNE, INC. the Goods covered by this Agreement and CORDYNE, INC.’s acceptance, through this document, states ter<strong>ms</strong> additional to or different from those offered by Buyer, CORDYNE, INC.’s acceptance is expressly made conditional on Buyer’s assent to the additional and different ter<strong>ms</strong> contained in this document. Applicable Law: The Agreement formed hereby is made under and shall be construed and interpreted in accordance with the laws of the State of Texas. Any cause of action arising under or related to the Agreement in any way shall be brought in Harris County, Texas. Buyer hereby submits to the jurisdiction of the State and Federal courts in the State of Texas and hereby designates the Secretary of State for the State of Texas as authorized agent to accept service of any and all process on behalf of Buyer in the State of Texas and in connection with this Agreement. Quotations and Prices: All quotations, offers and prices are merely estimates. THE PRICE FOR THE GOODS COVERED BY THIS AGREEMENT SHALL BE COR- DYNE, INC.’s PRICE IN EFFECT AT THE DATE OF DELIVERY. All quotations, offers and prices are F.O.B. CORDYNE, INC.’s plant unless otherwise noted. Buyer shall be responsible for all federal, state and local taxes (except income taxes of CORDYNE, INC.) applicable to the sale of Goods whether in effect on the date of this Agreement or subsequently increased, enacted, or levied, irrespective of whether such taxes are quoted on the face hereof. In the even the law specifically provides that such payment must be made by CORDYNE, INC., Buyer agrees to promptly reimburse CORDYNE, INC. for the amount of such tax. Transportation charges, custom duties, insurance charges, consular fees and other similar charges are not included in quotations or selling prices and shall be borne by Buyer. Delivery: ALL DELIVERY DATES GIVEN ARE APPROXIMATE. It is recognized & agreed that delivery dates may vary, depending on differences with workmen, local labor shortages, fire, flood, or other casualty, government regulations or requirements, shortages of raw materials, supplies, fuel, power or transportation, breakdown of equipment, quality control checks, & numerous other causes. Moreover, it is agreed that CORDYNE, INC. shall have the right to apportion or allocate its production among its customers, or to assign priorities to accepted orders, in such a manner as CORDYNE, INC. may consider to be equitable. As a result, it is agreed that IN NO EVENT SHALL CORDYNE, INC. BE RESPONSIBLE FOR OR LIABLE TO BUYER OR TO ANY THIRD PARTY FOR DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, WHETHER DIRECT, INCI- DENTAL, CONSEQUENTIAL OR OTHERWISE, SUSTAINED ON ACCOUNT OF CORDYNE, INC.’s FAILURE TO MEET DELIVERY DATES FOR ANY REASON. CORDYNE, INC. reserves the right to invoice & Buyer agrees to pay for any or all finished material or Goods ready for delivery when delivery is held up pursuant to Buyer’s instructions or for reason beyond CORDYNE, INC.’s control. All sales are F.O.B. CORDYNE, INC.’s plant unless otherwise noted. In the event Buyer wishes for CORDYNE, INC. to ship the Goods to Buyer and CORDYNE, INC. so agrees, CORDYNE, INC. shall ship the Goods to Buyer (at Buyer’s expense) at the agreed shipping address by any commercially reasonable means. CORDYNE, INC. shall have the <strong>opt</strong>ion of selecting the particular route and carrier for the shipment of Goods to Buyer. Risk of Loss: The risk of loss with respect to the Goods (including transportation delays and losses) shall pass to Buyer upon delivery of the Goods by CORDYNE, INC. to the Buyer or to a carrier for transportation to Buyer. After delivering the Goods or providing the services to Buyer, CORDYNE, INC. shall not be liable for and Buyer assumes all liability & responsibility for all death or injury to persons or injury or damage to property resulting from the handling, possession or use of the Goods. No loss, injury or destruction of the Goods subsequent to their delivery to Buyer shall release Buyer from any obligation with respect to the Goods, including without limitation, the obligation to pay for the Goods. No Goods may be returned for credit or adjustment without written permission from CORDYNE, INC.’s home office. No shipments are insured by CORDYNE, INC. against damage or loss in transit. Inspection: Buyer shall, as its sole expense, inspect the Goods prior to taking delivery FOB CORDYNE, INC.’s plant, or, in the case that CORDYNE, INC. and Buyer have agreed that CORDYNE, INC. shall ship the Goods to Buyer, prior to CORDYNE, INC.’s delivery of the Goods to the Carrier. If Buyer refuses or fails to actually inspect the Goods as required in the preceding sentence, Buyer will nevertheless be deemed to have inspected the Goods upon delivery of the Goods by CORDYNE, INC. to Buyer or to Carrier for delivery to Buyer. Within fifteen (15) days after Buyer inspects the Goods or is deemed to have inspected the Goods, Buyer shall determine if Buyer will accept or reject the goods. Buyer agrees that rejection of the Goods may be affected ONLY for defects or non-conformities (including shortages) substantially impairing the value of the Goods, and Buyer’s sole remedy for lesser defects or non-conformities shall be that specified in the Limited Express Warranty of Quality provided below. Payment Ter<strong>ms</strong>: Unless otherwise provided on the face hereof or on the invoice as submitted by CORDYNE, INC. to Buyer, Buyer shall pay for the Goods in cash in United States dollars thirty (30) days net from date of invoice. However, if otherwise provided on the face hereof or on the invoices submitted by CORDYNE, INC. to Buyer, then Buyer agrees to pay for the Goods as specified on the face hereof or in such invoices. All past due accounts shall bear interest at the rate of one and one-half (1½%) percent per month from due date until paid. CORDYNE, INC.’s right to charge interest under this provision is in addition to its rights and remedies under this Agreement and under the laws to terminate and recover damages. Buyer shall also pay all collection costs, including attorney’s fees, incurred by CORDYNE, INC. in collecting past due accounts. Security Interest: Buyer grants to CORDYNE, INC. as security for the payment of all su<strong>ms</strong> owing and to be owing by Buyer to CORDYNE, INC., including without limitation, the su<strong>ms</strong> owing and to be owing under this Agreement, a security interest in all Goods and in all equipment with respect to which the services are rendered under this Agreement and the proceeds and products thereof pursuant to the Texas Business and Commerce Code. Buyer agrees that in the event of any default in the payment of any such su<strong>ms</strong> owing or to be owing by Buyer to CORDYNE, INC., CORDYNE, INC. shall have and is hereby granted (without limitation of other rights and remedies to which CORDYNE, INC. may be entitled under the applicable law and under the Agreement) all the rights and remedies of a secured party under the Texas Business and Commerce Code. Buyer agrees to execute and deliver to CORDYNE, INC. such financing statements as CORDYNE, INC. dee<strong>ms</strong> necessary or appropriate and to take such additional actions as CORDYNE, INC. may request to effect, maintain or realize upon such security interest. In this connection, Buyer appoints CORDYNE, INC. as its agent to execute any financial statements, drafts or other documents on behalf of Buyer which CORDYNE, INC. believes to be necessary or appropriate to perfect, maintain or realize upon such security interest. This agency shall be considered as coupled with an interest and irrevocable. CORDYNE, INC. shall retain wherever the Goods may be found, with or without judicial process, and charge Buyer with any deficiencies sustained by CORDYNE, INC. Insurance: In the event the Buyer does not pay for the Goods in cash at the time the Goods are delivered to Buyer, Buyer shall obtain, at its own expense, insurance in the amount of the outstanding indebtedness owed by Buyer to CORDYNE, INC. for the Goods, insuring the Goods against all risks of loss or damage. Proof of such insurance shall be provided in writing to CORDYNE, INC. CORDYNE, INC. shall be named as the loss payee on such policy for the amounts as its interests may appear. The policy shall provide that it may not be canceled without the insurer providing CORDYNE, INC. then (10) days written notice of intent to cancel. Limited Warranty: CORDYNE, INC. warrants that on the date of delivery and for one (1) year thereafter, the Goods shall be free of defects in CORDYNE, INC.’s materials and workmanship and shall meet the additional express written statement of quality, if any, made by CORDYNE, INC. in connection with the sale of Goods and signed by an officer of CORDYNE, INC. This Limited Express Warranty of Quality shall apply only in favor of Buyer and is not transferable and shall be subject to the following limitations: (a) The Limited Express Warranty of Quality shall not apply (1) to Goods which have been used or rebuilt (whether by CORDYNE, INC. or by any other entity), or (2) to Goods not manufactured entirely by CORDYNE, INC. (however, CORDYNE, INC. shall assign to Buyer, to the extent the same is assignable, whatever warranty CORDYNE, INC. has received from the manufacturer of such Goods), or (3) to Goods which have been altered by any person or entity other than CORDYNE, INC. in any way so as in CORDYNE, INC.’s judgment to affect the stability, reliability, or performance of the Goods, or (4) to Goods which have been used other than in the service and within the pressure range for which they were manufactured, or (5) to Goods which have been misused or which have been damaged due to the unreasonable use, negligence or accident of Buyer or any other entity or (6) to Goods which have been unreasonably used by Buyer or any other entity after Buyer or such entity knew or should have known of the defect in the Goods. Any advisory services and/or recommendations provided by CORDYNE, INC. with respect to the Goods and their uses are not warranted. Any reference by CORDYNE, INC. to Buyer’s specifications and similar requirements are made only to describe the Goods in general, and no warranties or other ter<strong>ms</strong> therein shall have any force or effect. Catalogs, circulars or similar pamhplets of CORDYNE, INC. are for general information purposes only and shall not be deemed to constitute express written statements of quality. (b) CORDYNE, INC. warrants that is has title to the Goods sold hereunder; however, CORDYNE, INC. expressly disclai<strong>ms</strong> any express or implied warranty that the Goods shall be free from infringement of any United States or foreign Letters Patent or other industrial rights except as follows: CORDYNE, INC. warrants that the use or sale of the Goods sold to Buyer hereunder will not infringe the existing and valid clai<strong>ms</strong> of any United States Letters Patent of others covering such Goods. CORDYNE, INC. does not warrant that such Goods will be free from infringement of any United States or foreign Letters Patent when the Goods were not manufactured by or for CORDYNE, INC., or were specially made in whole or in part, to the Buyer’s design specifications and such infringement arises from the inclusion of such specified design. CORDYNE, INC. does not warrant that the Goods, if used for sale or in combination with other material or apparatus, or if used in the practice or the process will not, as a result of such combination or use, will be free from infringement from any United States or foreign Letters Patent or industrial right covering such combination or process. This limited express warranty of title shall apply ONLY in favor of Buyer. 122 SPECIFICATIONS AND PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE CORDYNE, INC., 9820 DRYSDALE LN, HOUSTON, TEXAS 77041, 1-800-324-1484 OR 713-460-5151 FAX 713-460-5186 WWW.CORDYNE.COM | WWW.STORE.CORDYNE.COM COPYRIGHT © 2013 CORDYNE, INC. All Rights Reserved.
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