|
Page 4 of 4
<br /> GENERAL TERMS AND CONDITIONS 5
<br /> FROM GREGORY POOLE EQUIPMENT COMPANY
<br /> interest of Company in the equipment,including Uniform Commercial Code Financing Statement,and grant Company the right to execute
<br /> Buyer's name thereto.Buyer agrees to pay or reimburse Company for any searches,filings,recording or stamp fees or taxes arising from the
<br /> filing or recording of any such instrument or statement.Buyer shall,at its expense, protect and defend Company's title against all persons
<br /> claiming against or through Buyer,at all times keeping the equipment free from any legal process or encumbrance whatsoever,including,but
<br /> not limited to liens,attachments,levies and executions,and shall give Company immediate written notice thereof and shall indemnify
<br /> Company from any loss caused thereby.
<br /> 13. DEFAULT.Default shall be a breach of these Terms and Conditions by Buyer. Upon default,Company may recover from Buyer
<br /> Company's reasonable attorneys'fees and court costs incurred in connection with pursuing its legal and equitable rights and remedies,
<br /> including but not limited to repossession and collection of past due amounts.
<br /> 14. BUYER ACCEPTANCE.Any apparatus delivered hereunder shall be deemed to be fully accepted by Buyer unless Company receives
<br /> written notice of rejection of any such apparatus within ten(10)days after the date of delivery to Buyer.
<br /> 15.WARRANTIES.COMPANY MAKES NO REPRESENTATION,GUARANTY OR WARRANTY, EXPRESS OR IMPLIED,WITH RESPECT
<br /> TO QUALITY, MERCHANTABILITY,AND/OR FITNESS FOR A PARTICULAR PURPOSE,THAT EXTEND BEYOND THE DESCRIPTION
<br /> OF EQUIPMENT,UNLESS REDUCED TO WRITING AND MADE A PART OF THIS CONTRACT. IN ADDITION,ALL EQUIPMENT SHALL
<br /> BE WARRANTED SOLELY BY THE MANUFACTURER OF SAID EQUIPMENT PURSUANT TO THE TERMS OF THAT
<br /> MANUFACTURER'S SUPPLIED WARRANTY.
<br /> 16. DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY TYPE OF
<br /> SPECIAL,CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES,WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT
<br /> OF BREACH OF CONTRACT,WARRANTY,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE, EXCEPT
<br /> DAMAGES ARISING OUT OF OR RESULTING FROM COMPANY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.Such damages
<br /> shall include but not be limited to loss of profits or revenues, loss of use of the equipment or associated equipment,cost of substitute
<br /> equipment,facilities,down-time costs,increased construction costs or claims of Buyer's customers or contractors for such damages. Buyer
<br /> agrees that in the event of a transfer,assignment or lease of the equipment sold hereunder, Buyer shall secure for Company the protection
<br /> afforded to it in the paragraph set forth immediately below.
<br /> 17.COMPANY LIABILITY.Company shall not be liable for any loss,claim,expense or damage caused by,contributed to,or arising out of
<br /> the acts or omissions of Buyer or third parties(including carriers),whether for negligence or otherwise. In no event shall Company's liability
<br /> for any cause of action whatsoever exceed the cost of the item giving rise to the claim,whether based in contract,warranty,indemnity or tort
<br /> (including negligence). Buyer agrees to defend and hold Company harmless from any claim or suit arising hereunder.
<br /> 18. REGULATORY LAWS AND/OR STANDARDS.Company takes reasonable steps to keep its products in conformity with various
<br /> nationally recognized standards and such regulations which may affect its products;however,Company recognizes that its product are
<br /> utilized in many regulated applications and that from time to time standards and regulations are in conflict with each other.Company makes
<br /> no promise or representation that its product will conform to any federal,state or local laws,ordinances, regulations,codes or standards,
<br /> except as particularly specified and agreed upon for compliance in writing as a part of the contract between Buyer and Company.Company
<br /> prices do not include the cost of any related inspections or permits or inspection fees.
<br /> 19. NUCLEAR.Purchaser represents and warrants that the equipment covered by this contract shall not be used in or in connection with a
<br /> nuclear facility or application.
<br /> 20. NO RESPONSIBILTY FOR GRATUITOUS INFORMATION OR ASSISTANCE. If Company provides Buyer with assistance or advice
<br /> which concerns any parts,products,or services supplied hereunder or any system or equipment in which any such part,product or service
<br /> may be installed and which advice is not required pursuant hereto,the furnishing of such assistance or advise shall not subject Company to
<br /> any liability whether based in contract,warranty,tort(including negligence)or otherwise.
<br /> 21. NONDISCLOSURE.The terms of this Transaction are confidential,and the terms of any Quotation provided by Company,are confidential
<br /> and none of the details connected herewith may be disclosed by Buyer to any third party without Company's prior written consent.
<br /> 22. NONASSIGNMENT.This Quotation and Agreement may not be assigned by Buyer,in whole or in part,without Company's prior written
<br /> consent.
<br /> 23. ENTIRE AGREEMENT AND AMENDMENT.This Transaction/Quotation constitutes the entire agreement between Company and Buyer
<br /> with respect to the transactions hereunder and no representation,promise or condition not set forth herein has been relied upon by Buyer or
<br /> shall be binding upon either party hereto.
<br /> 24.VENUE. Buyer agrees that any legal action arising out of or resulting from this Agreement shall be filed and maintained in the Civil District
<br /> or Superior Court for the County of Wake,North Carolina.
<br /> 25. INTERPRETATION.Should any term or provision contained in the contract contravene or be invalid under applicable law,the contract
<br /> shall not fail by reason thereof but shall be construed in the same manner as if such term or provision had not appeared therein.
<br /> THIS CONTRACT/AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
<br /> CAROLINA.
<br /> (V092014)
<br /> PLEASE REVIEW YOUR SPECIFICATIONS TO BE SURE THAT ANY APPARATUS DESCRIBED IN OUR QUOTE OR INVOICE MEETS
<br /> YOUR REQUIREMENTS.Quotations cover items listed and do not constitute a specific job proposal or equipment furnished loose for
<br /> installation by others unless specifically listed as installed.Start-Up,Testing,&Training is to be performed during normal business hours
<br /> unless specifically indicated otherwise. Relay and/or System Coordination Study is not included unless specifically noted.Telephone
<br /> and verbal orders are to be confirmed in writing.We reserve the right to correct stenographic or clerical errors.Gregory Poole Equipment
<br /> Company is not reponsible for occurrences beyond our immediate control.Any quotation is made subject to Gregory Poole Equipment
<br /> Company's Standard Terms and Conditions.Quotations are valid for Forty-filve(45)days from date of issue unless otherwise stated in the
<br /> Quotation.
<br /> ACCEPTANCE BY GREGORY POOLE EQUIPMENT COMPANY
<br /> (SEAL) DATE DATE
<br />
|