|
In Control, Inc.
<br />10350 Jamestown Street NE
<br />Blaine, MN 55449
<br />Phone: (763) 783-9500
<br />Standard Terms and Conditions of Sale
<br />These terms and conditions are in effect between the party ("Purchaser") issuing the purchase order ("Order") and IN
<br />CONTROL, INC. ("IN CONTROL").
<br />1. ACCEPTANCE — Acceptance of this Order will be in writing within thirty (30) days of Order receipt. Acceptance will be
<br />based on compliance with the acceptance criteria set forth herein. Upon acceptance, this Order will constitute the
<br />entire agreement between IN CONTROL and Purchaser, supersede all prior negotiations, discussions and dealings and
<br />may not be modified or rescinded except by a writing signed by both Purchaser and IN CONTROL.
<br />2. TERMINATION — If the Purchaser chooses to terminate this Order, the Purchaser will pay to IN CONTROL reasonable
<br />and proper cancellation charges, which may include a reasonable and customary profit only on Goods and Services
<br />accepted to date of receipt of the notice of cancellation.
<br />3. ATTORNEY FEES - If either party commences or is made a party to an action or proceeding to enforce or interpret this
<br />Order, the prevailing party in such action or proceeding will be entitled to recover from the other party all reasonable
<br />attorneys' fees, costs and expenses incurred in connection with such action or proceeding or any appeal or
<br />enforcement of any judgment obtained in any such action or proceeding.
<br />4. COUNTERPARTS - This Order may be executed in any number of counterparts, and each such counterpart will be
<br />deemed to be an original instrument.
<br />5. INDEMNIFICATION - Purchaser will indemnify IN CONTROL and its customers and hold them harmless from and against
<br />any and all claims, actions, proceedings, costs, expenses, losses and liability, including all reasonable attorneys' fees,
<br />costs and expenses, arising out of or in connection with or relating to any Goods or Services furnished by Seller
<br />pursuant to this Order, including without limitation all product liability claims and any claims involving personal injury,
<br />death or property damage. The obligations set forth in this Section will survive the termination or fulfillment of this
<br />Order.
<br />6. LIMITATIONS OF LIABILITY - In no event will IN CONTROL be liable in contract, tort, strict liability, warranty or
<br />otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of
<br />product, loss of anticipated profits or revenue, loss of use of the equipment or system, non -operation or increased
<br />expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment
<br />systems or power.
<br />7. LIQUIDATED DAMAGES —Unless otherwise agreed to in writing between the Purchaser and IN CONTROL, IN CONTROL
<br />will not accept liquidated damages.
<br />8. NONWAIVER - The failure by IN CONTROL to enforce at any time, or for any period of time, any of the provisions hereof
<br />will not be a waiver of such provisions nor the right of IN CONTROL thereafter to enforce each and every such
<br />provision.
<br />9. PAYMENT TERMS - The payment terms are net thirty (30) days after invoice date. If an invoice dispute arises, the
<br />Purchaser will notify IN CONTROL within ten (10) days of receipt of invoice. In Control reserves the rights to stop all
<br />work should a payment default occur, including but not limited to startup of equipment. The undisputed amount of
<br />the invoice will be paid within the payment terms. All reasonable attempts will be made between both parties to
<br />resolve the disputed portions of the invoice within the payment terms.
<br />10. REMEDIES - Remedies herein reserved to IN CONTROL will be cumulative, and in addition to any other or further
<br />remedies provided in law or equity.
<br />11. TRANSPORTATION - Unless otherwise specified, all deliveries from IN CONTROL will be F.O.B. factory, freight prepaid.
<br />12. WARRANTY - IN CONTROL warrants that the Goods and Services furnished will be of good quality, free from defects in
<br />material, design and workmanship will conform to the specifications, drawings, or samples and are suitable for their
<br />intended purpose(s). The warranty from IN CONTROL will be in force for eighteen (18) months after shipment or twelve
<br />(12) months from startup, whichever is shorter. IN CONTROL reserves the right to terminate warranty should the
<br />Purchaser's account be in arrears.
<br />IU SAL QN18030901-02 Orono Water System Improve ments.docx Page 5 of 5
<br />
|