1. PRICES ARE:
All taxes and assessments lawfully levied against or upon the equipment or its use or arising out of agreement and all federal, state, municipal or other government excise, sales, occupational taxes now in force or to be enacted during completion of the order, except income taxes, of GASBARRE shall be added to the price otherwise invoiced.
Delivery will be arranged at the time the order is placed; however, the scheduled shipping date is approximate, and is based upon prompt receipt of all necessary information. Delivery dates given are subject to the effect of priorities or other regulations, which are or may be issued by the U. S. Government or any authorized agency thereof. GASBARRE reserves the right to render invoice for work completed or in process in event of work stoppage or delayed schedules extending beyond thirty days.
Orders based on this quotation are subject to acceptance by GASBARRE only.
4. TRANSPORTATION CHARGES
The purchaser is to assume all charges and risks of transportation, including insurance, packing, rigging and draying. In the absence of specific instructions, GASBARRE reserves the right to use its best judgment in routing shipments and insuring shipments.
Seller, GASBARRE, warrants to the original purchaser that the equipment delivered by GASBARRE will be of the kind and quality described in the order or contract and will be free from defects in workmanship or material. Should any failure to conform to this warranty appear within twelve (12) months after delivery to the original purchaser, GASBARRE shall, on notification, correct such nonconformity, including nonconformance with specifications, at its option, by repairing any defective part or parts or by making available FOB, GASBARRE, a repaired or replacement part or parts.
This warranty does not include parts which must be normally replaced or reworked due to normal wear and tear caused by use of equipment. This warranty further excludes equipment damage or defects caused by improper or abnormal operating conditions. Equipment furnished by GASBARRE but manufactured by another firm shall bear only the warranty provide by the manufacturer.
This warranty is in lieu of all warranties of merchantability fitness for practical purpose or other warranties, express or implied, except of title and against patent infringement. Correction of nonconformities in the manner and for the period of time provided above, shall constitute fulfillment of all liabilities of seller to buyer, whether based on contract, negligence, or otherwise with respect to, or arising out of such equipment.
Neither party shall be liable for special, indirect, or consequential damages.
Neither party shall be liable for special indirect or consequential damages. The remedies set forth in this instrument are exclusive and the liability of seller with respect to any contract or sale or anything done in connection with the same, whether in contract, in tort, under any warranty, or otherwise, shall not, except as expressly provided in this instrument, exceed the price of the equipment or part on which such liability is based. In no event will seller be liable for damages due to or arising from late delivery, non-delivery or general handling or use of the products as supplied or sold to the customer. The seller does not in any way warrant the fitness of the goods supplied under this contract for the particular purpose for which the buyer intends them.
The purchaser is to assume installation, all necessary adjustments and repairs. GASBARRE shall maintain a staff of competent service personnel to assume emergency back-up of the purchaser’s service organization at rates in accordance with the pricing schedule in effect at the time.
8. PROPRIETARY RIGHTS
GASBARRE retains for itself any and all property rights in and to all designs, engineering details and other data pertaining to any products designed in connection herewith and to all rights of discovery, invention or patent rights arising out of the work done in connection herewith or with any and all of the products developed as a result thereof, including the sole right to manufacture and produce any and all of the products designed as a result hereof.ATENT AND TRADEMARK GUARANTY
GASBARRE at its own expense, will defend any suit against purchasers for the infringement of United States patents and trademarks by products purchased from GASBARRE when used or sold for the purpose for which such products are licensed, and in any such suit will satisfy any final award for such infringement, but GASBARRE assumes no liability, consequential or otherwise, for infringement of patent claims covering any other products, or any completed equipment, or any assembly article, circuit, combination method or process, in which or in the manufacture of testing of which, any such products may be used (notwithstanding that such products may have been designated only for use in, or may only be useful in, such other patented product or such patented equipment, assembly, or article, circuit, combination, method or process, or in the manufacture or testing thereof, and that such products may have been purchased and sold for such use), or for any trademark infringement involving any marking or branding not applied to GASBARRE, or involving any marking or branding applied at the request of the purchaser. The guaranty is upon the condition that the purchaser give GASBARRE prompt notice in writing of any such suit for infringement and full opportunity to conduct the defense thereof. No cost or expense shall be incurred to the account of GASBARRE without its written consent. All orders for special parts made to customer’s specifications will be accepted with the understanding that customer will defend at his own expense every suit which shall be brought against GASBARRE by reason of the manufacture and sale of such parts.
Title will pass to the purchaser at Ex-Works GASBARRE plant at point of manufacture unless otherwise specified.
10. CANCELLATION OR DELAYS
Upon receipt of a written or telegraphic instruction to stop work, GASBARRE will use its best efforts to stop, as soon as possible, all work in its own plant as well as in those of its suppliers. In the event the request is to stop work or cancel the order or any part of the order, it is understood that cancellation charges will be paid on the following basis:
(1) Completed items will be paid for at the price specified in the order.
(2) Any work in process and any raw material or supplies on hand, or for which commitments have been made in connection with an order placed as a result of this proposal, will be paid for on the basis of GASBARRE total cost, plus 25%.
(3) Disposition of all terminated inventory will be made by purchaser within sixty (60) days after submission of termination claim.
(4) GASBARRE reserves the right to submit new quotations covering the completion of any items which are held up for a period in excess of ninety (90) days.
(5) Any delays caused by the purchaser will not affect timing of payments and will be subject to late payment fees and storage charges.
All orders are accepted with the understanding that GASBARRE shall not be responsible for delays or nonperformance caused by strikes, fires, riots, sabotage, governmental action, war or any other causes beyond its control, which may occur at its factories or its suppliers.
Terms of payment are net – 30 days, unless otherwise quoted.
13. PRIOR QUOTATIONS
It is understood that there are no conditions or agreements outside of this written proposal and that all prior conversations, agreements, or representations with reference to its subject matter are hereby superseded.
14. FOREIGN SALES
All sales for delivery outside the United States are specifically made subject to the availability and issuance of Export Licenses as required by the Government of the United States or any of its agencies.