Purchase Terms & Conditions

ACCEPTANCE; Any order placed with CONTROL TRANSFORMER, INC., hereinafter, referred to as the Company, shall be subject to these terms and conditions and acceptance thereof by Company shall be conditioned on assent to such terms and conditions, which assent shall be deemed given unless Purchaser shall expressly notify Company to the contrary within five days after receipt of acknowledgement or confirmation of an order and in all events prior to any delivery or other performance of such order. The conditions set forth herein shall take precedence over any conditions which may appear on a Purchaser's purchase order and no terms or conditions of such form, except as expressly stated herein, shall be binding on Company. In the event a Purchaser requires that a copy of its standard purchase order be signed and returned by the Company, the Company will sign and return such purchase order with the express understanding that, despite any legend or terms contained in such purchase order, such signed copy shall have no effect except as an acknowledgement that the purchase order has been received. These conditions shall be governed by and construed according to the laws of Ohio. 

WARRANTY: The Company warrants that the equipment manufactured by it shall conform to the description in this acknowledgement. In the event that any part or parts, excepting expendable items such as, but not limited to coil liners, thermocouples, refactories and similar items, shall fail within the first twelve (12) months from the date of shipment due to defects in the material or workmanship, the Company shall at its option, repair or replace F.O.B shipping point, such defective part or parts. The warranty obligations of the Company with respect to equipment not manufactured by the Company shall conform to and be limited to the warranty actually extended to the Company by their suppliers. Notice of a claim for alleged defective equipment must be given within fifteen (15) days after the purchaser learns of the defect. THE DEFECTIVE PART OR PARTS SHALL BE RETURNED TO THE COMPANY, FREIGHT PREPAID, UNLESS OTHERWISE DIRECTED BY THE COMPANY. THIS WARRANTY SHALL BE EXCLUSIVE AND THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR WARRANTIES OF ANY OTHER KIND, EXPRESS OR IMPLIED WHICH EXTEND BEYOND THE WARRANTY AS SET FORTH ABOVE. THE COMPANY'S LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES TO PURCHASER RESULTING FROM DEFECTIVE PARTS OF EQUIPMENT SHALL IN NO EVENT EXCEED THE COST OF REPAIR OR REPLACEMENT, F.O.B. SHIPPING POINTS OF DEFECTIVE PARTS OR EQUIPMENT. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER. 

TITLE: The title to the equipment described herein and any replacement thereof, or substitutes therefor, shall not pass from the Company and shall remain its personal property, whatever may be the mode of its attachment to realty or other property, until fully paid for in cash and the Purchaser agrees to perform all acts which may be necessary to effect and assure retention of title to the equipment in the Company. The Purchaser shall assume all risk of loss after delivery of the equipment to the Purchaser and shall procure and maintain for the benefit of the Company adequate insurance against fire or other casualty. Delivery of the equipment to a carrier at Company's plant or other shipping point shall constitute delivery to Purchaser, regardless of freight payment. Upon failure of the Purchaser to make payments, or any of them, as herein specified, the Company may retain as liquidated damages any and all partial payment which have been made, declaring all remaining payment due and payable, and shall be entitled to take immediate possession of the equipment and shall be free to enter the premises where the equipment may be located and to remove the same as its property without prejudice to any further claims on account of damages which the Company may suffer for any cause.

TAXES: The Company's prices do not include any manufacture's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, customs inspection or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between the Company and Purchaser. Consequently, in addition to the price specified, the amount of any such present or future tax, fee or charge applicable to the sale of the equipment hereunder shall be paid by the Purchaser. In the event Company shall be required to pay any such tax, fee or charge, the Purchaser shall reimburse Company therefore; or in lieu of such payment, the Purchaser shall provide the Company at the time the order is submitted with exemption certificate or other document acceptable to the authority imposing the same. Purchase orders must state the existence and amount of any such tax, fee or charge which it shall be the Company's responsibility to collect from the Purchaser and pay. 

PRICES: All written quotations automatically expire unless accepted within thirty (30) days from the date quoted and by notice, written or otherwise, are subject to change within thirty days. Verbal quotations expire the same day they are made. Quotations to be binding must list the actual quantities involved. Unless otherwise stated, delivery will be made F. O. B. Company's plant or point of manufacture, and Purchaser shall pay all transportation charges. All Stenographic and clerical errors are subject to correction. 

PAYMENT: Payments shall become due as stated on the Company's Order Acknowledgement and Invoice. The Company reserves the right at any time to demand full or partial payment before proceeding with the work to be preformed hereunder, if in the sole judgment of the Company, the financial condition of Purchaser shall not justify continuance under the terms of payment specified on the Company's Order Acknowledgement and Invoice. If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full on the date when the Company if prepared to make delivery. If the work to be performed hereunder is delayed by the Purchaser, payments shall be made based on the purchase price and percentage of completion, Equipment held for the Purchaser shall be stored at the risk and expense of Purchaser. If Purchaser defaults when any payment is due, or in the event of bankruptcy or insolvency of the Purchaser, or in the event any proceeding is brought by or against the Purchaser under the bankruptcy or insolvency laws, then the whole contract price shall become due and payable upon demand, or Company, at its option, without prejudice of other lawful remedies, may defer delivery or cancel any order then outstanding and shall be entitled to receive reimbursement for its reasonable and proper cancellation charges. LATE CHARGES: Interest at the rate of one and one-half percent (1 1/2%) per month is chargeable on invoices not paid in accordance with the terms on the Company's Order Acknowledgement and Invoice.

DELIVERY: The shipping schedules specified herein are made in good faith. All shipping promises appearing herein, on acknowledgments of orders, or given the Purchaser in any other manner are approximate and are based on prompt receipt of all necessary information from Purchaser and receipt by the Company of Purchaser's written purchase order. The Company shall not be liable for delays in delivery or failure to manufacture or deliver (1) due to causes beyond its reasonable control, or (2) due to acts of God, acts of the Purchaser, including but not limited to Purchaser's failure to promptly supply all necessary information, acts of government or any agency thereof, acts of public enemies, acts for civil or military authority, priorities, fires, strikes, floods, epidemics, war, riot, sabotage, embargo, unusually severe weather, delays in transportation of car shortages, or (3) inability due to causes beyond its reasonable control to obtain necessary specified or suitable labor, materials, components or manufacturing facilities. In the event of any such delay, the Company shall have such additional time within which to perform its manufacture and delivery as it may deem reasonably necessary under the circumstances and shall have the right to apportion its production among its customers in such manner as it may consider to be equitable, and the Company shall not be liable for any expense, loss or damage that may result from such delay.

ASSIGNMENT: Except as herein expressly provided to the contrary, the provisions of this agreement are for the benefit of the parties to the contract and not for the benefit of any other person. Any assignment of any order, or any rights thereunder by the Purchaser without written consent of the Company shall be void.

COMPLIANCE WITH LAWS: The Company will comply with all applicable Federal laws, rules and regulations and specifically represents that any goods to be delivered hereunder will be produced in compliance with the requirements of the Fair Labor Standards of 1938, as amended, and the Company further represents that it will comply with the most current Executive Order and/or law pertaining to Equal Employment Opportunity.

OTHER TERMS: No waiver of any breach of any provision hereof shall constitute a waiver of any other breach of such provision. No waiver, alteration, or modification of any to the provisions hereof shall be binding upon the Company unless expressly accepted or agreed to in writing and signed by a duly authorized representative of Company and submission of a purchase order pursuant to this offer shall be deemed to be an acceptance by Purchaser of the terms and conditions of this offer.

Any clause required to be included in a contract of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein.

Safety and/or protective devices furnished with the equipment described herein or as a part thereof shall be considered equipment and the company's liability for failure thereof is limited to the liabilities assumed under the terms of the warranty as set forth above.