ProTech Sales sells valves, instrumentation, level indication, and automation control products manufactured by various manufacturers. Buyer desired to place one or more orders with ProTech Sales for items, equipment offered by ProTech Sales. Buyer’s order(s) for products from ProTech Sales will be submitted to ProTech Sales by Purchase Order. This agreement sets forth the terms and conditions of any and all products sold by ProTech Sales pursuant to Buyer’s Purchase Order.
1. Product Sales. Subject to the terms and conditions of this Agreement, ProTech Sales agrees to sell and deliver to Buyer, and Buyer agrees to purchase and pay for, the products and equipment (the “Products”) described in Buyer’s Purchase Order(s).
2. This Agreement Represents the Parties’ Final Terms. THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT GOVERN THE SALE OF ALL PRODUCTS BY PROTECH SALES AND APPLY NOT WITHSTANDING AND CONFLICTING. CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION FROM BUYER. THESE TERMS AND CONDITIONS MAY BE WAIVED OR MODIFIED ONLY IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF PROTECH SALES. NEITHER PROTECH SALES’S ACKNOWLEDGEMENT OF A PURCHASE ORDER NOR PROTECH’S FAILURE TO OBJECT TO CONFLICTING, CONTRARY, OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF THE PROVISIONS HEREOF. TO THE EXTENT THAT THIS AGREEMENT MIGHT BE TREATED AS AN ACCEPTANCE OF BUYER’S PRIOR OFFER FOR THE PURCHASE OF PRODUCTS, SUCH ACCEPTANCE IS EXPRESSLY MADE ON CONDITIONS OF ASSENT BY BUYER TO THE TERMS HEREOF.
3. Orders. Orders shall be initiated by Buyer issuing a Purchase Order or otherwise placing an order by electronic means acceptable to ProTech Sales. Orders shall identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. All orders are subject to acceptance by ProTech Sales. ProTech Sales’ acceptance is expressly conditioned on Buyer’s assent to the terms and conditions of this Agreement.
4. Acceptance of Orders. ProTech Sales shall be deemed to have accepted a Purchase Order from Buyer by notifying Buyer in writing of its acceptance of the Purchase Order, or by shipping the products ordered by Buyer in such Purchase Order.
5. Prices. Prices shall be specified by ProTech Sales and shall be applicable for the period specified on ProTech Sales’ quote. If no period is specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall be subject to increase in the event of an increase in ProTech Sales’ costs or other circumstances beyond ProTech Sales’ control. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, and shipping charges. If ProTech Sales shall be liable for or shall pay any of the foregoing charges, Buyer shall reimburse ProTech Sales for any charges.
6. Terms of Payment. Payment shall be net thirty (30) days from date of invoice or as otherwise specified by ProTech Sales. Buyer agrees to pay the entire net amount of each invoice from ProTech Sales pursuant to the terms of each such invoice without offset or deduction.
7. Credit Approval. Buyer agrees to submit such financial information from time to time as may be reasonably requested by ProTech Sales for the establishment and/or continuation of credit terms. Orders are subject to credit approval by ProTech Sales, which may in its sole discretion at any time change the terms of Buyer’s credit, require payment in cash, bank wire transfer or by official bank check and/or require payment of any or all amounts due or to become due for Buyer’s order before shipment of any or all of the Products.
8. Acceptance of Products and Product Return. Inspection and acceptance of the Products shall be the Buyer’s responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by ProTech Sales within ten (10) days after delivery of the Products. Buyer waives any right to revoke acceptance thereafter. Buyer shall report any discrepancy in shipment, quantity or damage within ten (10) days after delivery. Returns may be subject to restocking charges. Restocking charges to be determined at time of request for return from Buyer.
9.Cancellation. Orders may be cancelled upon written notice by Buyer if approved by ProTech Sales and manufacturer. Cancellation may be subject to cancellation charges required by manufacturer terms.
10. ProTech Sales’ Limited Warranty. ProTech Sales warrants to Buyer that upon delivery to Buyer, the Products purchased hereunder shall conform to the applicable manufacturer’s specifications for such Products. ProTech Sales makes no other warranty, express, implied, with respect to the Products. IN PARTICULAR, PROTECH SALES MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.
11. Limitation of Remedy and Liabilities. BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND PROTECH SALES SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, DAMAGES CAUSED BY DELAY IN PERFORMANCE. REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF PROTECH SALES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER’S RECOVERY FROM PROTECH SALES FOR ANY CLAIM SHALL NOT EXCEED BUYER’S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. PROTECH SALES SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD PROTECH SALES HARMLESS FROM ANY CLAIMS BASED ON PROTECH SALES’ COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN PROTECH SALES, OR USE IN COMBINATION WITH OTHER PRODUCTS.
12. General Provisions: These terms and conditions supersedes all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. No changes, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon the Seller . All typographical clerical errors made by Seller in any quotation, acknowledgment or communication are subject to correction. All matters relating to the interpretation and effect of this agreement shall be governed by the law of the state of Colorado. All venues for all actions arising in connection herewith shall be only in Colorado. No action, regardless of form, arising out of transactions relating to this contract can be brought by either party more than two years after delivery of goods. No changes, variance, modification of these terms shall be binding unless hereafter made in writing and signed by the party to be bound.