Terms and Conditions - Velocity Boiler Works

Terms and Conditions of Sale

PRICES – Orders accepted only with the understanding that invoicing will be at the base price, discounts and terms in effect at the time of shipment, unless otherwise provided. Prices, terms and discounts are subject to change without notice. Trade prices listed by Velocity Boiler Works are suggested prices and in no way limit distributors to establish their own resale price. Orders are accepted by Velocity Boiler Works only with the understanding that they are subject to credit investigation and approval. In the event they Buyers nancial condition, at any time, does not justify the terms specied, Velocity Boiler Works may reuire full or partial payment as a condition to commence or continue to manufacture, or in advance of shipment; or, if shipment has been made, recover shipment from the carrier. Taxes – Any tax or other governmental charge now or hereafter levied upon the production, sale, use or shipment of products ordered or sold will be charged to and paid by the Buyer.
CHANGES TO OR CANCELLATION OF ORDER – In the event of any specication change after receipt of the Buyers order, Velocity Boiler Works may adjust the selling price to cover such changes. In the event Buyer wishes to cancel this order, it must be mutually agreed upon by buyer and Velocity Boiler Works and may be subject to cancellation charges. Non-standard products, made on special order, may not be cancelled.
CHARGES/FEES – An interest charge of 1½ % will be added to all past due balances. This is an annual percentage rate of 18%. Credit Cards – No cash discount will be given to any credit card purchases. Any purchases by American Express credit cards will have a % fee added to the invoice. Checks returned for insufficient funds will have a $50 service added to the invoice.
RETURNED GOODS – Saleable products of standard manufacture may not be returned for credit until after Velocity Boiler Works has agreed to accept them. Inspection by a Velocity Boiler Works employee, or representative of the company, may be required before return authorization is granted. A restocking/handling charge will apply to all such returned products. All transportation charges for returned products must be paid by Buyer. Non-standard products, made on special order, or obsolete products are not subject to return.
TRANSPORTATION CLAIMS – Delivery to the initial carrier shall constitute delivery to the Buyer. Velocity Boiler Works responsibility ceases upon delivery in good order to such carrier, and all products are shipped at the Buyer’s risk. The Buyer is urged to examine all delivers carefully before signing transportation receipts. If products are visibly damaged, the Buyer should insist that written confirmation of the damage be noted on the carrier’s delivery receipt and conrmed by the driver for the carrier. If damage is discovered after unpacking, the carrier should be notied at once so that an inspection can be made and the claimed damage substantiated by the carrier.
INTERFERENCES WITH DELIVERIES – Velocity Boiler Works shall not be liable for any delay or failure in the delivery or shipment of products or for any damages suffered by reason of such delay or failure if, directly or indirectly, due to re, flood, accidents, riots, war, embargo, labor stoppages, inadequate transportation facilities, shortage of material or supplies, regulation by government authority of any cause or causes beyond Velocity Boiler Works control. Velocity Boiler Works reserves the right to allocate available production among its customers in any fair and reasonable manner that it determines is necessary or desirable. If delivery is delayed for 6 months or more beyond originally scheduled dates due to delays by the Buyer in furnishing Velocity Boiler Works with technical information or approvals, or manufacturing releases, and additional costs are incurred by Velocity Boiler Works due to any such delays, the Buyer shall reimburse Velocity Boiler Works for such added costs. Product on which manufacture or delivery is delayed due to any cause within the Buyer’s control may be placed in storage by Velocity Boiler Works for the Buyer’s account and risk, and regular charges therefore and expenses in connection therewith shall be paid by the Buyer; but if, in Velocity Boiler Works opinion, it is unable to obtain or continue such storage, the Buyer will, on request, provide or arrange for suitable storage facilities and assume all costs and risks in connection therewith. When such delay is due to causes beyond control of either party, the matter of storage and the payment of charges therefore shall be negotiated in good faith.
SHORTAGES OR VARIANCES – No claims for variances from or shortages in orders will be considered unless presented within 3 days after receipt of products. Any shipping weights given or estimated are approximate for the Buyer’s convenience only and not guaranteed by the Velocity Boiler Works.
LIMITS OF BREACH OF CONTRACT – Any action for breach of contract, including any action for breach of warranty, must be commenced within one year after the cause of action occurs.
PRODUCT CHANGES – Factors beyond Velocity Boiler Work control and the need for continuing improvement require the making of changes in products from time to time. Velocity Boiler Works reserves the right to make reasonable changes in products of any kind without notice, and to deliver revised designs or models of products against any order, unless this right is specically waived by it in writing. Velocity Boiler Works shall have no responsibility whatever with respect to changes made by the manufacturer in products sold but not manufactured by it.
PATENTS – Products manufactured and sold by Velocity Boiler Works may be used by the Buyer pursuant to such patent rights as exist with Velocity Boiler Works. Velocity Boiler Works shall not be liable for any use to which any such products may be put as part of any system, mechanism or process covered by patent rights of others.
TESTS – If tests are requested by the Buyer to determine the performance of products covered by Velocity Boiler Works quotation, the test procedure to be used must be acceptable to Velocity Boiler Works and the Buyer is responsible to pay for the costs of any such test.
CONFLICTING PROVISION OFFERED BY BUYER – Any terms and conditions of Buyer’s purchase order, in connection with the subject matter of this document, which are in addition to or inconsistent with the terms and conditions expressed herein, will not be binding on Velocity Boiler Works in any manner whatsoever unless accepted by Velocity Boiler Works in writing. Velocity Boiler Works shall ship the products referred to in this document only on the understanding that the terms and conditions of sale set forth hereon shall be binding on the Buyer. The Buyer should accept such products only if it agrees to be bound by these terms and conditions.
ADDITIONAL INFORMATION – Additional information regarding warranties on our products are available at www.crownboiler.com.
APPLICABLE LAW – This contract shall be governed by, construed and enforced by the laws of the Commonwealth of Pennsylvania.

General Purchase Order Terms and Conditions

Applicability. This purchase order is an offer by the purchasing entity (the “Buyer” as set forth and listed on the Purchase Order) for the purchase of the goods specified on the face of this purchase order (the “Goods“) from the party to whom the purchase order is addressed (the “Seller“) in accordance with and subject to these terms and conditions (the “Terms“; together with the terms and conditions on the face of the purchase order, the “Order“). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order. These Terms apply to any repaired or replacement Goods provided by Seller hereunder.
Acceptance. This Order is not binding on Buyer until Seller accepts the Order in writing. Buyer may withdraw the Order at any time before it is accepted by Seller.
Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date“). Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.
Quantity. If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a Good by Good basis per the increased or reduced quantity.
Delivery Location. All Goods shall be delivered to the address specified in this Order (the “Delivery Location“) during Buyer’s normal business hours or as otherwise instructed by Buyer.
Packaging. All goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s expense.
Amendment and Modification. No change to this Order is binding upon Buyer unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of Buyer.
Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 19. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
Price. The price of the Goods is the price stated in the Order (the “Price“). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all applicable taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
Setoff. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
General Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s parent company, their subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees and Buyer’s customers (collectively, “Indemnitees“) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses“) arising out of or occurring in connection with (I) the products purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms; or (ii) any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Seller shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
Insurance. During the term of the Order and for a period of six months thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in this Order. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with fifteen days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer or the Indemnitees.
Compliance with Law. Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods.
Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on five days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
Limitation of Liability. Nothing in this Order shall exclude or limit (a) Seller’s liability under Sections 13, 14, 15, and 21 hereof, or (b) Seller’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.
Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Confidential Information. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania in each case located in the City of Lancaster and County of Lancaster, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Setoff, Warranties, General Indemnification, Intellectual Property Indemnification, Insurance, Compliance with Law, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.