Heater Catalog - Watlow

Terms and Conditions of SaleExcuse of Performance:(A) Deliveries may be suspended by either party in the event of:Act of God, war, riot, fire, explosion, accident, flood, sabotage;lack of adequate fuel, power, raw materials, labor, containersor transportation facilities; compliance with governmentalrequirements (as hereinafter defined); breakage or failure ofmachinery or apparatus; national defense requirements or anyother event, whether or not of the class or kind enumeratedherein, beyond the reasonable control of such party; or in theevent of labor trouble, strike, lockout or injunction (providedthat neither party shall be required to settle a labor disputeagainst its own best judgment); which event makesimpracticable the manufacture, transportation, sale, purchase,acceptance, use or resale of products or a material upon whichthe manufacture of products is dependent. (B) If Watlowdetermines that its ability to supply the total demand forproducts, or obtain any or a sufficient quantity of any materialused directly or indirectly in the manufacture of products, ishindered, limited or made impracticable, Watlow may allocateits available supply of products or such material (withoutobligation to acquire other supplies of any such products ormaterial) among itself and its purchasers on such basis asWatlow determines to be equitable without liability for anyfailure of performance which may result therefrom.(C) Deliveries suspended or not made by reason of this Sectionshall be canceled without liability, but this agreement and/ororder shall otherwise remain unaffected.Prototypes:If buyer orders and/or Watlow delivers a product designated asa “prototype”, no guarantees, warranties or representations asto fitness for a particular purpose or merchantability are madewith respect to such prototype. Buyer shall have the duty andsole responsibility to test a prototype prior to acceptance and/or incorporation into end-use applications. Further, aproduction product based on a prototype design may differ inassembly methods and materials from the prototype. Buyer,therefore, shall have the duty and sole responsibility for testingand acceptance of production products which are based onprototype designs.Warranty and Limitation of Liability:Watlow warrants its products against defects in material andworkmanship for at least one (1) year (three (3) years on somecontrols) from the date of delivery, provided such product isproperly applied, used and maintained. Refer to the expresswritten warranty time period for each individual product orcontact the relevant Watlow plant for such warranty timeperiod information. Watlow does not warrant any productagainst damage from corrosion, contamination, misapplication,improper specification or wear and tear and operationalconditions beyond Watlow’s control. The terms of this warrantyare the exclusive terms available to buyer and to any otherperson or entity to whom products are transferred during theperiod of this warranty. No person has authority to bind Watlowto a representation or warranty other than this expresswarranty. Watlow shall not be liable for incidental orconsequential damages resulting from the use of productswhether a claim for such damages is based upon warranty,contract, negligence or other cause of action. Should anyproduct fail while subject to this warranty, such product shall berepaired or a substitute product shall be provided, at Watlow’soption, at no charge to buyer or to any other person or entity towhom product is transferred during the period of this warranty.Watlow must be notified of the alleged failure of product withinthirty (30) days of such event and advanced authorization forrepair or replacement must be obtained in writing fromWatlow. THIS WARRANTY IS MADE EXPRESSLY IN LIEUOF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,INCLUDING WITHOUT LIMITATION, ANY WARRANTYARISING FROM A COURSE OF DEALING OR USAGEOF TRADE, AND ALL OTHER SUCH WARRANTIES ARESPECIFICALLY EXCLUDED. THE CORRECTION OF ANYDEFECT IN OR FAILURE OF PRODUCTS BY REPAIR ORREPLACEMENT TO THE EXTENT SET FORTH ABOVE,SHALL BE WATLOW’S LIMIT OF LIABILITY AND THEEXCLUSIVE REMEDY FOR ANY AND ALL LOSSES, DELAYSOR DAMAGES RESULTING FROM THE PURCHASE ORUSE OF THE PRODUCTS. IN NO EVENT SHALL WATLOWBE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL ORCONSEQUENTIAL DAMAGES. WATLOW SHALL NOT BELIABLE FOR, AND BUYER AND ANY OTHER PERSONOR ENTITY TO WHOM PRODUCTS ARE TRANSFERREDDURING THE PERIOD OF THIS WARRANTY ASSUMESRESPONSIBILITY FOR, ALL PERSONAL INJURY ANDPROPERTY DAMAGE RESULTING FROM OR RELATED TOTHE HANDLING, POSSESSION OR USE OF PRODUCTSAND PRODUCTS MANUFACTURED AND SOLD BYWATLOW HEREUNDER.Miscellaneous:THE VALIDITY, INTERPRETATION AND PERFORMANCE OFTHIS AGREEMENT AND/OR ORDER AND ANY DISPUTECONNECTED HEREWITH SHALL BE GOVERNED ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF MISSOURI. These Terms and Conditionsconstitute the full understanding of the parties, a completeallocation of risks between them and a complete andexclusive statement of the terms and conditions of theiragreement and/or order relating to the subject matter herein.Except as otherwise expressly provided herein, no conditions,usage of trade, course of dealing or performance,understanding or agreement and/or order purporting tomodify, vary, explain or supplement the terms or conditionsof this agreement and/or order shall be binding unlesshereafter made in writing and signed by the party to be bound,and no modification shall be effected by the acknowledgmentor acceptance of any purchase order or shipping instructionforms containing terms or conditions at variance with or inaddition to those set forth herein. No waiver by either party withrespect to any breach or default or of any right or remedy andno course of dealing or performance shall be deemed toconstitute a continuing waiver of any other breach or default orof any other right or remedy, unless such waiver be expressedin writing signed by the party to be bound. If any term,condition or provision of this agreement and/or order or theapplication thereof is judicially or otherwise determined to beinvalid or unenforceable, or if the parties mutually agree inwriting to any revision of this agreement and/or order, theremainder of this agreement and/or order and the applicationthereof shall not be affected, and this agreement and/or ordershall otherwise remain in full force and effect.Rev. 11/07/11576 WATLOW ®