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Click here for downloadable PDF of M&J Valve Services, Inc. Terms and Conditions of Sale 

M&J VALVE SERVICES, INC. TERMS AND CONDITIONS OF SALE

Effective June 1, 2015

 

Seller offers of sale are based on the terms and conditions set forth below.

 

  1. This document together with any additional writings signed by Seller and Buyer represents the “Agreement” between the parties for the sale of reciprocating compressor valves and their internal components or the repair of reciprocating compressor valve to restore to their OEM specifications. The terms may not be modified except in writing signed by Seller’s duly authorized representative. The parties agree that any additional and/or different terms or conditions contained in any document of writing sent to the Seller at any time are hereby expressly objected to and rejected except as otherwise agreed to in a writing signed by Seller and Buyer. An order by Buyer shall constitute an acceptance of these terms and conditions of the Agreement. Any work commenced by Seller shall be exclusively governed by the terms and conditions set forth herein and Buyer acknowledges Seller’s detrimental reliance on same. Catalogs, circulars, similar pamphlets, and information contained on the Seller’s web page are provided for general information purposes only and are not a part of this Agreement.

 

  1. Purchase Purchase orders may be placed by Buyer in any commercially reasonable manner that Buyer and Seller determine is appropriate, including phone, facsimile, e-mail or other electronic data transmission. The purchase order will indicate the specific products, specifications related thereto, quantity, price, total purchase price, shipping instructions, requested delivery dates, “bill to” and “ship to” addresses and any other special instructions. Any contingencies contained on such order are not binding upon Seller until acceptance. All purchase orders are subject to acceptance by Seller.

 

  1. Prices quoted by Seller are subject to change without notice.

 

  1. Unless otherwise provided, offers are available for acceptance for a period of 30 days from the date of the offer. Payment terms for all products under this Agreement shall be Net on Invoice/Delivery. Buyer shall pay all applicable sales tax, environmental and freight charges. If Buyer fails to make any payment when due and the account is turned over to an agency or an attorney for collection, there will be a service charge of one and one-half percent (1 ½%) of the total amount due or the maximum legal rate allowed by law, whichever is less. Payments received later than their schedule due date may cause a corresponding delay in Seller’s performance. Buyer shall not be entitled to set-offs or other self-help remedies. In addition, Buyer’s failure to promptly pay Seller any sum, even those being disputed by Buyer, shall excuse the Seller from any performance obligations.

 

  1. Security Interest. Seller reserves a security interest in the valves and parts until payment in full has been collected and Buyer agrees to notify Seller prior to relocation of any valve or parts in which seller has a security interest. Buyer shall execute any other document, including a financing statement or other document similar to the UCC-1, necessary to perfect Seller’s security

 

interest in the products. Buyer authorizes Seller to file at Buyer’s expense any financing statement relating to the products without Buyer’s signature, except where prohibited by law.

 

  1. All products purchased by Buyer pursuant to this Agreement will be shipped F.O.B. Destination, freight collect. Freight will be prepaid and added to the invoice based on common carrier rates. An anticipated shipping date will be established by Seller upon receipt of orders. The delivery date is the best estimate possible based on current and anticipated inventories of valves and/or parts, manufacture of parts and repair operations of when product will be shipped. Seller assumes no liability or loss, damage or consequential damage due to delays. Delivery shall occur and risk of loss shall pass to Buyer upon delivery of the products to the FOB point. If Seller has reason to believe that delivery of valves, parts or repair service will not be completed by the date requested, Seller will notify Buyer of the duration of the anticipated delay.

 

  1. Installment Seller reserves the right to deliver the valves, parts or repair service in installments. Each installment may be invoiced separately, and Buyer will pay each invoice when due, without regard to delivery or non-delivery of subsequent installments. Delay in delivery of any installments shall not relieve Buyer of its obligations to accept remaining installments. Requests to reschedule deliveries will be subject to acceptance by Seller.

 

  1. Seller warrants valves and parts purchased pursuant to this Agreement to be free of defective material and workmanship under proper use and service, in accordance with the terms of the warranty statement published by Seller in effect at the time of acquisition of the part. OEM replacement parts will be warranted in accordance with the manufacturer’s warranty from the date of installation. Except as specifically provided in a written warranty statement provided with the valves, parts or repair service, SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR OR SPECIAL PURPOSES. SELLER SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES REGARDLESS OF THE CAUSE. Seller’s sole liability shall be discharged by replacing or repairing any part or parts which may prove defective under normal and proper use, within the effective period of the warranty, if shown to be defective by proper evidence submitted to Seller. In the event any parts and/or structural components or appurtenances of a valve, part or repair service are altered or modified by Buyer without the express written consent of Seller any and all warranties shall immediately cease and terminate. Buyer acknowledges and agrees that the limited remedies provided for in Seller’s published warranty statements for the products shall constitute the entire warranty provided for the products and any breach thereof.

 

  1. Valves and Parts shall not be returned to Seller without its written consent. All costs of return shall be the responsibility of Buyer. There will be 25% re-stocking fee charged on all returned valves and parts.

 

  1. Buyer shall bear all risk of theft, loss or damage not caused by Seller or

 

authorized Seller representatives, for all valves, parts or repair service acquired pursuant to this Agreement. Buyer agrees to indemnify, defend and hold Seller, its officers, directors, employees and agents, harmless from all loss, liability, claims or expenses (including reasonable attorney’s fees) arising out of Buyer’s use of the products, including but not limited to liabilities arising from bodily injury, including death, or property damage to any person, unless caused as the result of a negligent or intentional act or omission of Seller or an authorized Seller dealer.

 

  1. Applicable This Agreement shall be governed by and construed in accordance with the law of the State of Louisiana, without regard to its choice of law provisions. In the event of litigation or other proceedings by Seller to enforce or defend any term or provision of this Agreement, Buyer agrees to pay all costs and expenses sustained by Seller, including but not limited to, reasonable attorney’s fees.

 

  1. Each party shall hold the information it receives in confidence, including, but not limited to, pricing, rebates or any other terms and conditions of this Agreement, and shall protect it using at least the same degree of care it uses to protect its own proprietary and confidential information and materials of like importance, but in no event may either party use less care than a reasonably prudent business person in a like or similar situation. Neither party shall disclose or permit any third person or entity access to the confidential or proprietary information of the other party without the disclosing party’s prior written permission, except for each party’s legal, insurance, and accounting advisors, as appropriate. Any proprietary information concerning Seller, its products, data, documentation, services, or manufacturing processes which are disclosed to the Buyer incident to the performance of this Agreement shall remain the property of Seller, and no rights are granted to Buyer to produce or have produced any such products or to practice or cause to be practiced any such processes, or reveal, disclose, or publish any such data and documentation. Seller’s confidential information may be used by Buyer solely to use or service the valves, parts or repair service.

 

  1. Buyer shall not assign this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld.

 

  1. Force Majeure. Neither party shall be responsible for delays or failure in performance of this Agreement (other than failure to pay any amounts due) to the extent that such party was hindered in its performance by any act of God, civil commotion, labor dispute, unavailable or shortages of materials of any other occurrence beyond its reasonable

 

  1. Seller’s Agents. Buyer acknowledges that it has been advised that no agent, employee, representative or dealer of Seller has any authority to bind Seller to any affirmation, promise, representation, or warranty concerning any of the products and, unless such affirmation, promise, representation, or warranty is specifically set forth in this Agreement, it does not form a basis of this bargain and shall not be enforceable against Seller.

 

  1. Any notice required under this Agreement shall be in writing and shall be given by certified mail, return receipt requested, postage pre-paid, or guaranteed overnight delivery service

 

to the address provided to Seller by the other party.

 

  1. Facsimile signature shall be accepted as original signatures. Placement of any orders or the transaction of any business by phone, facsimile, electronic or other data medium shall be subject to the terms of this Agreement.

 

  1. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement.

 

  1. Entire Agreement/Modifications. Nothing contained in any purchase order or Buyer issued document will in any way serve to modify or add any terms or conditions to the sale of valves, parts or repair service by Seller to Buyer pursuant to this Agreement. The parties agree that the terms and conditions of any order for compressor valves or their internal components or repair of compressor valves to restore to the OEM specifications submitted the Buyer shall be governed only by the terms and conditions of this Agreement. This Agreement is the full and complete statement of the obligations of the parties relating to the subject matter hereof, and supersedes all previous agreements, understandings, negotiations and No provisions of this Agreement shall be deemed waived, amended, or modified by any party unless such waiver, amendment or modification shall be in writing and signed by a duly authorized officer of all parties.

 

BUYER:

COMPANY NAME:                                                                                                                         

 

COMPANY ADDRESS:                                                                                                                  

 

TELEPHONE NUMBER: (        )                                         

 

FAX NUMBER: (        )                                                         

 

CONTACT PERSON:                                                                                                                     

 

 

BY:                                                                                         

(Authorized Signatory)

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