Standard Terms & Conditions

OVERVIEW

Progressive Hydraulics, Inc., herein referred to as the “Company”, hereby confirms the order referred to on the face thereof (the party placing the order being herein referred to as the “Buyer”), subject to the terms of any proposal and Offer of the Company to Buyer and the terms and conditions set forth hereinafter and on the face thereof. If your order is not an acceptance of the Company’s Proposal and Offer, this will operate as an acceptance ONLY if Buyer agrees to the terms thereof. If Buyer does not so agree, it should notify the Company in writing within ten (10) days of the date thereof, as the Company will proceed in filling the order in accordance with its own terms and conditions. Any inconsistent or additional terms contained in the Buyer’s order are hereby rejected unless expressly accepted in writing by the Company. The terms and conditions stated herein shall represent the entire understanding of the parties, unless modified in writing executed on behalf of each.

 

SECTION 1 – PRICES AND TAXES

In the event the Company’s Proposal and Offer and/or Buyer’s order provides for deliveries later than 30 days from the date of this quotation, the prices quoted are subject to escalation to Manufacturers’ prices in effect at the time shipment is made, except in cases where the Company has agreed in writing to waive such escalation. Unless otherwise stated herein, prices quoted are F.O.B. shipping point. Unless otherwise agreed by the Company in writing, the amount of any local, State or Federal tax levied on the products referred to herein shall be added to the amount paid by and remain the sole responsibility of the Buyer. Any portion of the price which is not paid in accordance with the terms of payment herein stated shall accrue carrying charges at the rate of 1/20 of 1% per day until paid.

 

SECTION 2 – DELIVERY

Any dates or schedules which may be specified for the delivery of the products covered hereby have been stated only approximately and are estimated from the date of receipt of Buyer’s order, with complete drawings, specifications, designs, samples and other information reasonably requested by the Company in order to proceed with the manufacture and / or order of the products and the Company shall not incur any liability, either direct or indirect, nor shall any order be canceled because or as a result of any delays in meeting such dates or schedules.

 

SECTION 3 – FORCE MAJEURE

The Company shall not be responsible or liable for any delays or failures in manufacture or delivery due to any cause or condition beyond the control of the Company, including, without limiting the generality of the foregoing, strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortage of materials or equipment, riots or other civil commotion, and war.

 

SECTION 4 – LAW ORDINANCES AND REGULATIONS

The Company shall utilize reasonable efforts to cause products manufactured or designed by it to comply with its interpretation of federal safety regulations and insurance codes of a national scope. However, the Company shall not be responsible for compliance with local interpretations of such federal regulations or insurance codes, nor with any local laws, ordinances, codes and / or regulations which may at any time be in effect with respect to the products, unless such responsibility shall be expressly assumed by the Company in writing. Further, the Company shall have no responsibility whatever for compliance with such laws, etc. by products manufactured or designed by others.

 

SECTION 5 – CHANGES IN DETAIL OF DESIGN

The Company and / or its suppliers shall be entitled to make any and all changes in details of design, fabrication or arrangement of the products as the Company in its sole discretion determines will constitute an improvement upon the products or any specifications of designs previously furnished to the Buyer.

 

SECTION 6 – PRODUCTS MADE TO BUYER'S SPECIFICATIONS

The Company makes NO WARRANTY WHATSOEVER, except as to title, with respect to products manufactured, and / or designed to Buyer’s own specifications and the Buyer shall, at its own expense, defend and save the Company harmless from and against any claim, suit, expense or otherwise which shall be asserted or brought against the Company by reason of its manufacture or sale of such products.

 

SECTION 7 – WARRANTY

The Company makes NO WARRANTY WHATSOEVER concerning products manufactured by others, but will extend to you such warranties respecting such products as are permissible under the terms thereof. The Company will repair or replace products manufactured by it which prove defective within one (1) year from date of shipment upon return of the same at Buyer’s expense when such defects are due to defective material supplied by the Company or defective workmanship of its employees, provided the products shall have been properly assembled and utilized in accordance the the Company’s design thereof and instructions relating thereto, it being understood that the foregoing warranty shall be of no effect whatsoever in the event any changes are made in the products price to or in connection with their assembly or use.

 

SECTION 8 – EXCLUSION OF OTHER WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTY AS DESCRIBED ABOVE, THERE ARE NO WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES AS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS ON THE FACE HEREOF. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF THE COMPANY SHALL BE EFFECTIVE TO VARY OR EXTEND THE ABOVE REFERENCED EXPRESSED WARRANTIES OR ANY OTHER TERMS HEREOF.

 

SECTION 9 – LIABILITY LIMITATION

in no event shall the Company be liable for consequential, incidental or special damages resulting from or in any manner related to the products, their design, use, or any inability to use the same, including, without limitation, damages arising out of or in any manner relating to the delivery of the products or any delay with respect to their delivery, it being understood that the sole and exclusive remedy with respect to defective products manufactured by it shall be the repair, correction or replacement thereof pursuant to the “WARRANTY” provisions hereinabove contained. Should the products prove so defective, however, as to preclude the remedying of warranted defects by repair or replacement, the Buyers sole and exclusive remedy shall be the refund of the purchase price of the defective products involved upon the return of the products to the Company.

 

SECTION 10 – INTENDED USE OF PRODUCTS

The products covered hereby are designed and have been offered for only those applications specified in the Company’s Proposal and Offer. The above stated “WARRANTY” provisions, as well as all other obligations of the Company to Buyer, respecting the products, are subject to the use of the products for only such applications.

 

SECTION 11 – CANCELLATIONS OR CHANGES OF ORDERS

No orders may be withdrawn or canceled by the Buyer, nor may they be deferred when ready, unless the Company shall first be paid a cancellation or deferral charge of a reasonable amount acceptable to the Company. In the event Buyer shall request changes in its order after receipt thereof by the Company, it shall be responsible for all charges reasonably assessed by the Company with respect to such changes.

 

SECTION 12 – NO PROTECTION FROM CLAIM OF INFRINGEMENT

The Company makes no representation or warranty that the delivery or subsequent use of the products ordered shall be free of the claim of any third party by way of infringement.

 

SECTION 13 – APPLICABLE LAW

The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by the laws of the State of New Jersey and Buyer and the Company agree to submit to the jurisdiction of the appropriate State or Federal Court within New Jersey for purposes of resolving any dispute or claim arising in connection with said transaction.

 

SECTION 14

We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act as amended and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.

 

SECTION 15

The products listed above meet the requirements and specifications of the standards under the Occupational Safety and Health Act of 1970.

 

SECTION 16 – NUCLEAR INDEMNITY

If the products are to be used in any nuclear installation or activity, then Buyer or the ultimate user (i) shall secure and maintain the maximum nuclear property damage liability insurance protection available, (ii) shall enter into and maintain a government indemnity agreement, and (iii) shall waive and require its insurers to waive all rights of recovery or subrogation against the Company for, and shall indemnify and hold the Company harmless from and against, any claims, losses or damages (including consequential or special damages of any kind) arising out of a Nuclear Incident as the term is defined in the Atomic Energy Act of 1954, as amended.