TERMS OF SALE

1. DEFINITIONS:

In these Terms and Conditions of Sale, “Seller” means Beeco Motors & Controls, Inc.

2. THE CONTRACT:

2.1 All orders accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller’s quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.

2.2 The Contract shall become effective only upon the date of acceptance of Buyer’s order on Seller’s Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the “Effective Date “). If the details of the Goods described in Seller’s quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.

2.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.

3. VALIDITY OF QUOTATION AND PRICES:

3.1 Unless previously withdrawn, Seller’s quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.

3.2 Prices are firm for delivery within the period stated in Seller’s quotation and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies etc. Prices (a) are for Goods delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling unless otherwise stated in the Seller’s order confirmation.

4. PAYMENT:

Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller’s order confirmation within thirty days of date of invoice unless otherwise specified by Seller’s Finance Department. Goods will be invoiced at any time after their readiness for dispatch has been notified to Buyer.

5. DELIVERY PERIOD:

Unless otherwise stated in Seller’s order confirmation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations. Delivery dates are subject to manufacturer’s availability.

6. FORCE MAJEURE:

Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, pandemics, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails

7. DELIVERY, RISK & TITLE:

Unless otherwise expressly stated in the Contract, the Goods will be delivered Ex Works to the destination named in the Contract. Risk of loss of or damage to the Goods shall pass to Buyer upon leaving Seller facility. Buyer shall be responsible for insurance of the Goods after risk has so passed. Claims for shortfalls in quantity or for incorrect delivery shall be void if made more than 14 days after receipt by the customer.

8. DEFECTS AFTER DELIVERY:

Manufacturer’s warranty policies will be honored. Buyer must reimburse seller for all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.