Aquafine Terms and Conditions of Sale

Aquafine Corporation

THIS ACKNOWLEDGMENT AND ACCEPTANCE IS EXPRESSLY LIMITED TO AND MADE CONDITION UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND ANY OF THE PURCHASERS' TERMS AND CONDITIONS WHICH ARE IN ADDITION TO OR DIFFERENT FROM THOSE CONTAINED HEREIN (EXCEPT ADDITIONAL PROVISIONS SPECIFYING QUANTITY, CHARACTER OF THE PRODUCTS ORDERED, AND SHIPPING INSTRUCTIONS) ARE HEREBY REJECTED AND SHALL BE OF NO EFFECT.  OBJECTION TO ANY TERMS AND CONDITIONS CONTAINED HEREIN SHALL BE DEEMED TO HAVE BEEN WAIVED IF WRITTEN NOTICE OF SUCH OBJECTION IS NOT RECEIVED BY THE COMPANY WITHIN TEN (10) DAYS OF THE DATE OF THIS ACKNOWLEDGMENT.  THE PURCHASER WILL IN ANY EVENT BE DEEMED TO HAVE CONSENTED TO ALL TERMS AND CONDITIONS CONTAINED HEREIN IF ANY PART OF THE PRODUCT OR PRODUCTS DESCRIBED HEREIN IS ACCEPTED. 

Warranty.  The Company's standard published warranties in effect at the time of shipment for the particular product shall apply.  THESE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  The liability of the Company (except as to title) arising out of the supplying of such products or their use, whether on warranty, negligence, or otherwise, shall not in any case exceed the cost of correcting defects as stated in the warranty and upon expiration of the warranty period all such liabilities shall terminate and the foregoing shall constitute the sole remedy of the purchaser and the exclusive liability of the Company. 

Patents.  The Purchaser shall defend and hold the Company harmless against any claim, expense or loss resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions.  The sale of products or parts thereof by the Company does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said products or parts with other devices or elements. 

Delivery.  Shipping dates are approximate and are based on proper receipt of all necessary information.  The Company shall not be liable for delays in delivery or failure to manufacture or deliver due to: (a) causes beyond its reasonable control; (b) acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or car shortages; (c) inability due to causes beyond its commercially reasonable control to obtain necessary labor, materials, components or manufacturing facilities; or (d) any other commercial impracticability.  In the event of any such delay, the date of delivery shall be deferred for a period equal to the time lost by reason of the delay. 

Transportation.  Unless otherwise agreed to in writing by the Company, delivery of the products hereunder shall be made exworks from point of shipment, with transportation expenses paid by the Purchaser, and risk of loss or damage to products in transit shall fall upon the Purchaser, whose responsibility it shall be to file claims with the carrier. 

Legal Costs.  If either Seller or Buyer is required to engage in any legal proceedings to enforce its right under this Agreement, the prevailing party shall be entitled to recover from the other, in addition to any other sums due, the reasonable attorneys' fees, costs, and necessary disbursements involved in such proceedings. 

Cancellation of Suspension.  Purchaser's order may be canceled or suspended or substantially delayed by Purchaser only upon condition that Purchaser assumes immediate liability for and makes payment to Seller for charges involved, including but not limited to, expenses already incurred, commitments made by Seller, profit on work in process and selling price effective at time of cancellation, and costs of suspension or delay for articles completed and ready for shipment. 

The following fee schedule applies to all orders that are received and either changed or cancelled. This additional fee will be added to the sales order based on a percentage of the total Purchase Order Value.

After Market Parts

Time of Change / Cancellation Applicable Fee

Changes after Order Acknowledgement

10%
Cancellation Same Day as Ship Date 20%
Restocking Fee 20%

Standard UV Units*

Time of Change / Cancellation Applicable Fee

Changes after Order Acknowledgement

30%
Cancellation after Order Acknowledgement 50%
Restocking Fee 50%

*Standard Units are defined as UV Equipment build by Aquafine as defined in the price book with standard offerings and options.

Custom UV Units

Time of Change / Cancellation Applicable Fee

Changes after Submittal Approval / Order Acknowledgement

50%
Cancellation after Engineering Release or Submittal Approval (if applicable) 100%
Cusom Units are non-returnable

Credit Terms.  The terms offered on the face of this Acknowledgment are subject to continuous credit review and approval by Seller.  Seller reserves the right at any time to alter or deny credit, or to change credit terms provided herein when in its own opinion Purchaser's financial condition so warrants. 

Prices.  Prices are subject to change without notice.  Billing will be at prices in effect at the time of shipment.  Shipment of part of an order will not bind Seller to ship the remainder of that order at the same prices.  Prices shown herein do not include any tax, assessment, or other governmental charge which now exists or may hereafter be imposed by federal, state or local authority, nor do such prices include freight surcharge or other charges, except as shown herein.  All such charges will be borne by Buyer. 

Tooling.  When tooling is billed to Purchaser as a separate item, such billing or payment therefor shall not imply ownership of tools by Buyer.  They shall remain Seller's property, and be used by Seller in any manner it may elect, and may be disposed of by Seller in any manner after one year from the last use. 

Security and Title.  Security, title and right of possession to all products sold hereunder shall remain with the Company until all payments hereunder (including deferred payments whether evidenced by notes or otherwise) shall have been made in full in cash, and the Purchaser agrees to do all acts necessary to perfect and maintain such security right and title in the Company. 

Limitation of Liability.  The Company's liability for any claim of any kind, including negligence and breach of warranty, for any loss or damage resulting from, arising out of, or in connection with this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair and use of any product covered by or furnished under this contract shall in no case exceed the price allocable to the product or portion thereof which gives rise to the claim.  In no event shall the Company be liable for any special or consequential damages.

Nonassignment.  Any assignment of this order, or of any rights or obligations hereunder, by Purchaser of the Company, without the prior written consent of the other party shall be void. 

Applicable Law.  This Agreement and all matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by the laws of the state of California. 

Merchant Agreement.  This Agreement shall be construed to be between merchants.

Entire Agreement.  This Agreement sets forth the entire understanding between the parties with reference to the subject matter hereof. 

Effective Invalidity.  The invalidity in whole or in part of any provision hereof shall not affect the validity of any other conditions. 

Amendments.  No change, modification, rescission, discharge, abandonment or waiver of the standard conditions of sale shall be binding upon Company unless made in writing and signed on behalf by duly authorized representatives. 

Acceptance of Order.  No purchase order shall be binding unless and until accepted in writing by an authorized representative of Seller.