STANDARD TERMS AND CONDITIONS
CUSTOMER ORDER ACCEPTANCE
All orders are subject to acceptance by Pentair Aquatic Eco-Systems Inc. (PAES) and are not accepted by or binding upon PAES unless a signed notice of such acceptance is forwarded to the Purchaser in writing. ACKNOWLEDGEMENT OF THE ORDER, INCLUDING THESE TERMS AND CONDITIONS, FROM PAES WILL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. FURTHER, THIS ACKNOWLEDGEMENT AND THE CONDITIONS STATED HEREIN SHALL BE DEEMED TO HAVE BEEN ACCEPTED BY THE PURCHASER UNLESS PAES IS NOTIFIED TO THE CONTRARY IN WRITING PRIOR TO SHIPMENT OF PRODUCT, BUT NOT MORE THAN five (5) DAYS AFTER THE RECEIPT BY THE PURCHASER OF PAES CUSTOMER ORDER ACKNOWLEDGEMENT.
GOVERNING LAW; SOLE JURISDICTION AND VENUE
If any action is brought to enforce this Contract or for damages or any other relief wherein PAES is a party, Purchaser acknowledges and agrees that the action shall be instituted and maintained in Orange County, Florida, and shall be governed by the laws of the state of Florida. The State Courts located in Orange County, Florida shall have exclusive jurisdiction over the litigation with the venue of any litigation to be exclusively in Orange County, Florida.
All PAES products are only guaranteed to perform to CURRENT published or written order specifications as they appear in this and attached documents. Purchaser's exclusive remedy for any failure to perform to such specifications is to return the product for full credit, less shipping, if claim of dissatisfaction is received in writing within thirty (30) days of shipment date or sixty (60) days in the case of overseas shipments. No returns will be accepted without PAES’ prior written authorization. PAES reserves the right to correct within a reasonable time, at its own cost, any malfunctions reported by Purchaser in writing.
LIABILITY LIMITED TO PURCHASER'S COST OF PRODUCTS
PAES’ warranty herein shall only apply in the event PAES has received payment in full for the products supplied. Purchaser’s exclusive remedy is limited to a refund of the Purchase Price in the event the Purchaser has paid PAES the full Purchase Price and the product sold is defective. PAES’ liability is expressly limited to an amount not to exceed the invoiced price for the property which is the subject matter of the warranty claim. PAES is not responsible for damage to any finished surfaces, such as chips, cracks, etc., as a result of any installation process. PAES does not warrant against deterioration and/or peeling of finished surfaces due to exposure to sun, salt, the elements or abrasions including minor blemishes incurred in manufacturing, shipping or installation. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, THAT EXTEND BEYOND THOSE INDICATED HEREIN AND ONLY AS DESCRIBED ON THE FACE OF THIS DOCUMENT OR REFERENCED DOCUMENTS. Except for the above warranties the Purchaser assumes all risks and liabilities arising from any use of the goods proposed herein.
PAES warrants that its products shall, at the time of delivery and for a period of twelve (12) months thereafter, except for filters, be free from all defects in materials and workmanship; and, if any such product shall prove to be defective in material or workmanship under normal intended usage and maintenance during the warranty period, upon examination by PAES or its authorized representative, then PAES shall repair or replace, at its sole option, such defective products at its own expense; provided, however, that the Purchaser shall be required to ship each such defective product, freight prepaid, to PAES’ designated facility. The warranty on products and/or components not manufactured by PAES, is limited to the warranty, if any, provided by the original manufacturer of said product or component. PAES sole warranty in regard to any components or products that are not manufactured by it shall be limited to the repair or replacement of the product, as set forth herein, with the condition that the Purchaser first return such defective item, freight prepaid, to PAES’ designated facility. After PAES has made an inspection of the product, and has confirmed that there is a defect in the manufacture of the product, a credit will be issued to Purchaser's account. PAES HAS MADE NO AFFIRMATION OF FACT AND HAS MADE NO PROMISE RELATING TO THE GOODS BEING SOLD THAT HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY OR THAT THE GOODS CONFORM TO ANY AFFIRMATION OR PROMISE. PAES DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTIBILITY AND FITNESS. PAES SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES RESULTING FROM ANY PRODUCT DEFECT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
This Warranty does not extend to any Equipment that have been subjected to:
1. Damage caused by careless handling, improper repackaging, or shipping.
2. Damage due to misapplication, misuse, abuse or failure to properly operate equipment.
3. Damage caused by improper installation or storage.
4. Damage due to unauthorized product modifications or repairs.
5. Damage caused by negligence, or failure to properly maintain products.
6. Accidental damage, fire, acts of God, or other circumstances outside the control of PAES.
In the event a provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.
FIELD INSTALLATION AND SERVICE
Field installation and use training are not included, unless otherwise agreed to in writing by the PAES, for which a separate charge will be imposed. PAES assumes no responsibility for damage to concealed lines, such as, but not limited to, electrical, alarm, water and air conditioning lines.
All products are shipped F.O.B. shipping point. In the event of shipping damage, PAES must be notified, in writing, within FORTY EIGHT (48) hours of shipment receipt. Purchaser must hold all products and packing materials intact, until further disposition is provided by PAES in writing.
RETURN OF GOODS
All claims of Purchaser of over-shipments, rejections, or other discrepancies other than for product defects must be provided in writing to PAES within ten (10) days from Purchaser’s receipt of goods. No goods may be returned for credit without prior written consent by PAES. Merchandise may be returned in new and unused condition within thirty (30) days of receipt for a full refund (less shipping)—special orders, custom and non-stocked items excluded. Items returned after thirty (30) days will be subject to a thirty percent (30%) restocking fee. PAES must receive the returned merchandise within thirty (30) days from the date Purchaser received it. Returned items cannot show evidence of use or wear, dirt or other blemishes of any kind. Merchandise must be returned in its original packaging and should include all supplied materials, instructions, warranty cards, original accessories and hardware provided.
PAES shall not be liable for any delay or failure in shipment of goods covered hereunder because of acts of God, carrier delays, fire, strikes, war or due to causes beyond PAES’ control.
It is agreed by the Purchaser that any purchase order, after acceptance by PAES, is not subject to cancellation or to any verbal agreement or conditions not stipulated in writing on the purchase contract and specifically agreed to PAES in writing.
A cancellation fee equal to thirty percent (30%) of the stipulated price for non-stocked or custom products which have already been manufactured will be charged for any cancellations of non-stocked or custom products that have not been shipped to the Purchaser. “Non-stocked or custom products” are defined as goods that are made to order.
PAES RESERVES THE RIGHT TO ADD, AND PURCHASER AGREES TO PAY, INTEREST AT THE RATE OF 18% PER ANNUM, FROM DATE OF SHIPMENT, ON AMOUNTS INVOICED AND UNPAID IN ACCORDANCE WITH THE PAYMENT TERMS.
COLLECTION AND ATTORNEY'S FEES
In the event of any alleged dispute, breach or default of this Agreement necessitating
PAES to retain an attorney to represent it, the Purchaser agrees to pay the PAES’ costs and expenses including reasonable attorney’s fees, incurred in connection with, related to or arising out of enforcement of any term or provision of this Agreement, whether or not in connection with any legal or administrative proceedings, plus pre- and post-judgment interest and costs incurred, through appeal, and such shall be in addition to any other remedies or damages to which the PAES may be entitled. Failure to pay these fees automatically voids any Warranty Provisions to which the Purchaser would otherwise be entitled.
In the event that sale of products herein is subject to any federal, state, municipal or other tax now or hereafter enacted, the amount of any such taxes will be the responsibility of the Purchaser and shall be in addition to the purchase price. In those jurisdictions in which PAES does not collect and remit tax, Purchaser is solely responsible for assessment and payment of any applicable use tax in accordance with the regulations established by their local taxing authority.