PRICE LIST - Astral Pool USA

TERMS AND CONDITIONS OF SALETERMS AND CONDITIONS OF SALEACCEPTANCE OF ORDERSAll orders are subject to acceptance by ASTRAL Products, Inc. andto the conditions herein set forth. Written orders only, oral and telephoneorders are not accepted.PRICE AND PAYMENTAll prices are F.O.B. ASTRAL’s Jacksonville, Florida plant shippingdock. All shipping, rigging and other destination chargeswill be invoiced by ASTRAL and paid by Buyer. Prices are subject tochange without notice. Prices do not include any applicable local orstate taxes. Buyer is responsible for furnishing resale certificate. Allamounts due to ASTRAL shall be paid in full by Buyer no later thanthirty (30) days from the date of delivery. Restrictive endorsements,terms or other statements accompanying any payment shall be ineffectiveeven though payment is accepted by ASTRAL. ASTRAL shallhave the right to change the payment terms extended to Buyer orcancel or reschedule delivery of the products if ASTRAL, in its solediscretion, determines that Buyers financial condition or previouspayment record warrants such a change.ORDERINGTo insure prompt and proper shipment, please order using productpart number and description in this catalog. ASTRAL reserves theright to segment the order to allow for standard packaging. ie.; caselots. (Orders less than $50.00 net are subject to a $20.00 handlingcharge). ASTRAL reserves the right to make substitutions and modificationsin the specifications of the products at any time prior todelivery subject to the condition that such substitutions or modificationsdo not materially affect the performance of such productsand such products remain functionally similar.SHIPMENTIn the absence of sufficient stock, ASTRAL will reschedule the deliverytime.The non-fulfillment of the delivery date does not authorize the Buyerto cancel his order nor to claim any indemnification or compensationwhatsoever, and Buyer expressly waives any actions to which hemight otherwise be entitled for delays when same are due to involuntarycontingencies and/or force majeure or when Buyer has notfulfilled all or part of his obligations.ASTRAL schedules delivery for the time which is confirmed on thepurchase order acknowledgement form sent to Buyer. Delivery occurswhen ASTRAL places the product at its Jacksonville, Floridaplant shipping dock for Buyer’s disposal.Title to products delivered hereunder, including, without limitation,parts and accessories and all risks of loss or damage thereto shallpass to Buyer upon delivery.Acceptance of the Products shall be deemed to have taken placefive (5) business days after delivery, unless rejected in writing byBuyer within such five (5) day period.WARRANTIESASTRAL guarantees that all products, when shipped, are free frommanufacturing defects or faults when installed, applied and usedaccording to specifications. All products are warranted for a periodof one year from the date of purchase, unless specified on the individualproduct warranty. Defective products which fail during thewarranty period, except as a result of improper installation or modifications,damages or losses, careless handling, negligence or anyother abuse, may be replaced or repaired without charge within 60days of the receipt of defective products. No claims for cartage, labor,or other consequent damages will be allowed.EXCEPT AS STATED IN THIS SECTION, ASTRAL, ITS SUBSIDIARIES ANDAFFILIATES MAKE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTO-RY, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALLWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICU-LAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTSARE EXPRESSLY EXCLUDED.LOST OR DAMAGED FREIGHTOur responsability for any shipment ceases when the carrier signsthe Bill of Lading. Thoroughly inspect each shipment immediatelyupon arrival. If cartons, packages, or crates are received in short ordamaged condition, it is important that you notify the driver and insiston a notation of the loss or damage across the face of the freightbill; otherwise, no claim can be enforced against the carrier.If concealed loss or damage is discovered, you must notify thecarrier at once and request an inspection. It is important that youdo not discard the shipping carton or container. A concealed damagereport must be made within five (5) business days of delivery ofthe shipment. It is the carrier agent's responsability to schedule aninspection. If you give the carrier a clear receipt for the goods thathave been damaged in transit, you do so at your own risk and expense.Astral Products is willing to assist you in every possible mannerto collect claims for loss or damage, but our willingness doesnot make us responsible for collection of claims or replacement ofmaterial.RETURNSNo returns to be made without written request and authorization.Products returned without authorization freight collect, will be refusedby ASTRAL. After receipt of a returned goods authorizationform, the products are to be shipped freight prepaid in the mannerand to the destination designated. Products may be returned forcredit, if in original condition and resaleable, subject to a 20% (25%if carton is damage and usable) handling and restocking charge.Under no conditions will returned products be accepted after 6months.TERMSShipments will be made on open account upon final approval byASTRAL’s credit department, accounts unpaid after 30 days will beconsidered delinquent and will be subject to a service charge of1.5% per month (18% per annum) on the unpaid balance, or themaximum amount permitted under applicable law on all amountsoverdue until payment thereof Shipments to delinquent accountsas well as new accounts will C.O.D. or prepaid until credit is reestablished.TAXESBuyer shall pay all foreign, federal, state or local income taxes, salestaxes, withholding taxes, excise taxes, use taxes, customs duties orassessments, or other taxes, charges, duties or assessments, includinginterest and penalties, except any tax levied or imposed uponASTRAL’s income. All taxes which ASTRAL is obligated to pay or collectin connection with the import, sale or delivery of the productsshall be paid by Buyer.CANCELLATIONWithout prejudice to other claims to which ASTRAL may be entitled,ASTRAL reserves the right to rescind or cancel any transaction byfull right in the event of Buyer’s breach of any of the terms set outherein, and in the event of partial or total nonpayment of an order,or delay in the payment of previous supplies, and if foreclosure proceedingswere to be initiated against Buyer or if same were to bedeclared in temporary receivership or bankrupt.In the event of rescission or cancellation by Buyer of an order orany part of an order, without prior agreement, Buyer agrees to payASTRAL an indemnification equivalent to 20% of the value of thegoods affected by the rescission or cancellation, without prejudiceto the right of ASTRAL to claim, moreover, the damages caused bythe cancellation of the order.CONFIDENTIALITYBuyer is obliged to maintain in secret the information that ASTRALsupplies to him as confidential, and Buyer undertakes to prevent thedisclosure of the same. Buyer acknowledges that the unauthorizeduse, disclosure or transfer of any information confidential or proprietaryto ASTRAL or any information which, at law or in equity, oughtto remain confidential, will (a) substantially diminish the value toASTRAL of its trade secrets or other proprietary interests and (b)give rise to irreparable injury to ASTRAL inadequately compensablein damages. Accordingly, in addition to any other legal remedieswhich may be available, ASTRAL may seek and obtain injunctiverelief or any appropriate decree of specific performance againstany actual or threatened breach or violation of any of the foregoingundertakings without the necessity of ASTRAL posting a bondor showing that actual or monetary damages would not afford anadequate remedy.RESERVATION OF OWNERSHIPOn all sales on credit and financed sales, ASTRAL reserves the ownershipof the goods sold until Buyer has made absolutely all the payments,and ASTRAL moreover reserves the right to withdraw suchgoods, wholly or partially, from the domicile of Buyer.JURISDICTION AND COMPETENCEAll transactions between ASTRAL and Buyer shall be governed in allrespects by the laws of the State of Florida, without regard to anyrules of conflict and choice of laws which would require the applicationof laws of another jurisdiction. ASTRAL and Buyer (a) agree thatany suit, action or other legal proceeding between them shall bebrought and heard in a court of competent jurisdiction in Jacksonville,Florida; (b) consent to the jurisdiction of any such court in anysuch suit, action or proceeding; and (c) waive any objection it mayhave to the laying of venue of any such suit, action or proceedingin any such court. The prevailing party will be entitled to costs andreasonable attorney fees.GENERALThese Terms and Conditions of Sale constitute the entire Agreementbetween ASTRAL and Buyer with respect to the subject matterhereof and supersedes all previous proposals, negotiations, representationsor commitments between the parties, both written andoral. These terms shall prevail in the event that there is a conflict orvariance with the terms and conditions of any purchase order formor other document submitted by Buyer or with any invoice or otherdocument submitted by ASTRAL.2013 PRICE LIST 54 EFFECTIVE JAN 1, 20132013 PRICE LIST 55 EFFECTIVE JAN 1, 2013