PRICE PUMP Installation, Operating, and Maintenance Manual

GENERAL TERMS OF SALE FOR PRODUCTS Effective: January 1, 19931. GENERALA. Seller's price is based on these sales terms and (i) thisdocument together with any additional writings signed bySeller shall represent the final, complete and exclusivestatement of the agreement between the parties and maynot be modified, supplemented, explained or waived byparol evidence, Buyer's purchase order, a course ofdealing, Seller's performance or delivery, or in any otherway except in writing signed by an authorizedrepresentative of Seller, and (ii) these terms are intendedto cover all activity of Seller and Buyer hereunder,including sales and use of products, parts and work andall related matters (references to products include partsand references to work include construction, installationand start-up). Any reference by Seller to Buyer'sspecifications and similar requirements are only todescribe the products and work covered hereby and nowarranties or other terms therein shall have any force ofeffect. Catalogs, circulars and similar pamphlets of theSeller are issued for general information purposes onlyand shall not be deemed to modify the provisions hereof.B. The agreement formed hereby and the languageherein shall be construed and enforced under the UniformCommercial Code as in effect in the State of Californiaon the date hereof.2. TAXESAny sales, use or other similar type taxes imposed on thissale or on this transaction are not included in the price.Such taxes shall be billed separately to the Buyer. Sellerwill accept a valid exemption certificate from the Buyer ifapplicable; however, if an exemption certificatepreviously accepted is not recognized by thegovernmental taxing authority involved and the Seller isrequired to pay the tax covered by such exemptioncertificate. Buyer agrees to promptly reimburse Sellerfor the taxes paid.3. PERFORMANCE, INSPECTION ANDACCEPTANCEA. Unless Seller specifically assumes installation,construction or start-up responsibility, all products shallbe finally inspected and accepted within thirty (30) daysafter arrival at point of delivery. Products not covered bythe foregoing and all work shall be finally inspected andaccepted with thirty (30) days after completion of theapplicable work by Seller. All claims whatsoever byBuyer (including claims for shortages) excepting onlythose provided for under the WARRANTY ANDLIMITATION OF LIABILITY and PATENTS Clauseshereof must be asserted in writing by Buyer within saidthirty (30) day period or they are waived. If this contractinvolves partial performance, all such claims must beasserted within said thirty (30) day period for each partialperformance. There shall be no revocation ofacceptance. Rejection may be only for defectssubstantially impairing the value of products or work andBuyer's remedy for lesser defects shall be those providedfor under the WARRANTY AND LIMITATION OFLIABILITY Clause.B. Seller shall not be responsible for non-performance orfor delays in performance occasioned by any causesbeyond Seller's reasonable control, including, but notlimited to, labor difficulties, delays of vendors or carriers,fires, governmental actions, or shortages of material,components, labor, or manufacturing facilities. Anydelays so occasioned shall affect a correspondingextension of Seller's performance dates which are, in anyevent, understood to be approximate. In no event shallBuyer be entitled to incidental or consequential damagesfor late performance or for a failure to perform. Sellerreserves the right to make partial shipments and to shipproducts, parts or work which may be completed prior tothe scheduled performance date.C. In the event that Seller has agreed to mount motors,turbines, gears, or other products which are notmanufactured by Seller and which are not an integral partof Seller's manufactured product, and a delay in thedelivery of such products to Seller occurs that will causea delay in Seller's performance date, Seller reserves theright to ship its product upon completion of manufactureand to refund an equitable portion of the amountoriginally included in the purchase price for mountingwithout incurring liability for non-performance.D. Seller reserves to itself the right to change itsspecifications, drawings and standards if such changeswill not impair the performance of its products, and parts,and further that such products, and parts, will meet any ofBuyer's specifications and other specific productrequirements which are a part of this agreement.E. The manufacture and inspection of products and partsshall be to Seller's Engineering and Quality Assurancestandards plus such other inspections, tests ofdocumentation as are specifically agreed to by Seller.Requirements for any additional inspection, tests,documentation, or Buyer witness of manufacture, test,and/or inspection shall be subject to additional charges.4. TITLE AND RISK OF LOSSTitle and risk of loss shall pass to buyer upon delivery ofproducts at the designated Ex Works place (Incoterms1990) unless other wise agreed by the parties.5. EROSION AND CORROSIONIt is specifically understood that products and parts soldhereunder are not warranted for operation with erosive orcorrosive fluids. No product or part shall be deemed tobe defective by reason of failure to resist erosive orcorrosive action of any fluid and Buyer shall have noclaim whatsoever against Seller therefore.6. WARRANTY AND LIMITATION OF LIABILITY.A. Seller warrants only that its product and parts, whenshipped, and its work (including installation, constructionand start-up), when performed will meet all applicablespecifications and other specific product and workrequirements (including those of performance), if any, ofthis agreement, and will be free from defects in materialsand workmanship. With respect to products, parts andwork not manufactured or performed by Seller, Seller'sonly obligation shall be to assign to Buyer, to the extentpossible, whatever warranty Seller requires from themanufacturer. All claims for defective products or partsunder this warranty must be made in writing immediatelyupon discovery and, in any event, within one (1) yearafter initial start-up or eighteen (18) months aftershipment, whichever first occurs, and all claims fordefective work must be made in writing immediatelyupon discovery and in any event, within one (1) year ofcompletion thereof by Seller. Defective items must beheld for Seller's inspection and returned to the originalf.o.b. point upon request. THE FOREGOING ISEXPRESSLY IN LIEU OF ALL OTHERWARRANTIES WHATSOEVER, EXPRESS, IMPLIEDAND STATUTORY, INCLUDING WITHOUTLIMITATION, THE IMPLIED, WARRANTIES OFMERCHANTABILITY AND FITNESS.B. Upon Buyer's submission of a claim as providedabove and its substantiation, Seller shall at its optioneither (i) repair or replace its product, part or work at theoriginal place of delivery, or (ii) refund an equitableportion of the purchase price.C. THE FOREGOING IS SELLER'S ONLYOBLIGATION AND BUYER'S EXCLUSIVEREMEDY FOR BREACH OF WARRANTY AND,EXCEPT FOR GROSS NEGLIGENCE, WILLFULMISCONDUCT, AND REMEDIES PERMITTEDUNDER THE PERFORMANCE, INSPECTION ANDACCEPTANCE AND THE PATENTS CLAUSESHEREOF, THE FOREGOING IS BUYER EXCLUSIVEREMEDY AGAINST SELLER FOR ALL CLAIMSARISING HEREUNDER OR RELATING HERETOWHETHER SUCH CLAIMS ARE BASED ONBREACH OF CONTRACT. TORT (INCLUDINGNEGLIGENCE) OR OTHER THEORIES. BUYER'SFAILURE TO SUBMIT A CLAIM AS PROVIDEDABOVE SHALL SPECIFICALLY WAIVE ALLCLAIMS FOR DAMAGES OR OTHER RELIEF,INCLUDING BUT NOT LIMITED TO CLAIMSBASED ON LATENT DEFECTS. IN NO EVENTSHALL BUYER BE ENTITLED TO INDIRECT,SPECIAL, INCIDENTAL OR CONSEQUENTIALDAMAGES, NOR FOR DAMAGES FOR LOSS OFUSE, LOST PROFITS OR REVENUE, INTEREST,LOST GOODWILL, WORK OR PRODUCTIONSTOPPAGE, IMPAIRMENT OF OTHER GOODS,INCREASED EXPENSES OF OPERATION, OR THECOST OF PURCHASING REPLACEMENT POWEROR OTHER SERVICES BECAUSE OF SERVICEINTERRUPTIONS. FURTHERMORE, IN NO EVENTSHALL SELLER'S TOTAL LIABILITY FORDAMAGES OF BUYER EXCEED THE PURCHASEPRICE OF THE PRODUCTS OR PARTSMANUFACTURED BY SELLER AND UPON WHICHSUCH LIABILITY IS BASED. ANY ACTIONARISING HERE-UNDER OR RELATED HERETO,WHETHER BASED ON BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE) OR OTHERTHEORIES, MUST BE COMMENCED WITHIN ONE(1) YEAR AFTER THE CAUSE OF ACTIONACCRUES OR IT SHALL BE BARRED.7. PATENTSSeller agrees to assume the defense of any suit forinfringement of any Canadian patents brought againstBuyer to the extent of such suit charges infringement ofan apparatus or product claim by Seller's product in an ofitself, provided (i) said product is built entirely to Seller'sdesign, (ii) Buyer notifies Seller in writing of the filing ofsuch suit within ten (10) days after the service of processthereof, and (iii) Seller is given complete control of thedefense of such suit, including the right to defend, settleand make changes in the product for the purpose ofavoiding infringement of any process or method claims,unless infringement of such claims is the result offollowing specific instruction furnished by Seller.8. EXTENT OF SUPPLYOnly products and listed in Seller's proposal are includedin this agreement. It must not be assumed that Seller hasincluded anything beyond same.9. MANUFACTURING SOURCESTo maintain delivery schedules, Seller reserves the rightto have all or any part of the Buyer's order manufacturedat any of Seller's or its licensee's plants on a world-widebasis.(Terms3-/93Bob )Price® Pump Co. Model XT Vertical Page 8 of 8 I&O IN161V-3 10/20/99• 21775 8th Street East • P.O. Box Q • Sonoma, CA U.S.A. 95476-0329 • (707) 938-8441 • Fax (707) 938-0764•