Terms

All orders placed for products and services of Warrington Measurement And Controls Inc. (hereafter WMC) shall be subject to these Terms of Sale (“Terms”). No additional or different terms or conditions or any modifications, changes or amendments to the Terms shall be binding upon WMC unless specifically agreed to in writing by an authorized representative of WMC.

Any additional or different terms already or hereafter proposed by customer, whether in a purchase order or other communication or otherwise, are hereby rejected and shall not apply. The lack of objection by WMC to any additional, modifying or deleting provisions contained in any communications from customer shall not be construed either as a waiver of the Terms or as an acceptance by WMC of any deviation from the Terms. All orders and any changes to existing orders at WMC must be made in writing and shall not be binding on WMC until accepted by an authorized representative of WMC.

Standard payment terms are Net 30 days payable in U.S. funds. Past due accounts may be subject to a 1.5% per month interest charge, compounded monthly or the maximum rate permitted by law. Buyer shall reimburse seller for all costs of collection including, without limitation, attorney’s fees. Minimum billing is $150 unless drop shipment and using an expedited freight means. Federal, state of local taxes which apply will be added unless a valid exemption certificate is furnished. A fee of 10% of net order or $100 will be charged for expediting orders and must ship via an expedited freight means (Red or Blue). All shipments are F.O.B. Factories.  For export orders, Seller reserves the right to establish larger minimum order requirements or assess a fee at the Seller’s discretion to offset the costs of processing these shipments. Seller reserves the right to amend the standard Net 30 day payment terms as necessary.

Canada: Minimum Canadian order is $500 U.S. funds. All sales to Canadian destinations are F.O.B Factories.

Credit

All orders and contracts are subject to the approval of our Credit Department. Changes may be made in our credit terms at any time. Customer shall also reimburse WMC for all collection costs, court costs, attorney’s fees and other expenses incurred in collection of past due amounts.

Changes

Seller reserves the right to make any changes in product design, materials, pricing and terms at any time without notice.  In situations where a customer order has already been placed with WMC, any such changes shall be communicated to buyer in writing within 5 business days of receipt of such information by WMC.  The buyer will then have the opportunity to cancel the order should they choose, subject to any cancellation charges.  Notice to cancel by buyer must be made in writing to seller within 10 business days of receipt of seller’s notification of change(s).

Cancellations

Buyer may not cancel or delay deliveries without the express written approval of the Seller obtained in advance of the due date. Buyer will be responsible for all costs incurred by the Seller for any order cancellation or delay in delivery.

Quotation

Quotations are firm for 30 days from date of WMC issue unless otherwise noted in quotation and are based upon quantities indicated at the time of the quote and are subject to change without notice. Typographical and clerical errors made by the Seller are subject to correction.

Claims

Claims for shortage in shipments, corrections or other deductions will not be allowed unless made within (10) ten days from receipt of product.

Routing

Buyers routing instructions and carrier selection will be followed where reasonable. When routing is not specified, Seller will route by best available carrier. Title to and ownership of goods passes to Buyer upon delivery to carrier at our dock and Buyer is responsible for the filing of freight claims for goods lost or damaged in transit.

Returned Goods

Buyer must obtain Seller’s permission before any goods will be considered or accepted for return. All transportation charges must be prepaid by the Buyer. Returned goods are subject to Seller’s inspection and approval. If a return is approved, a 10% restocking charge will be applied with an offsetting order of equal or greater value; or a 25% restocking charge or $30 whichever is greater, will be applied without an offsetting order. Goods which have been used, specialty manufactured products or modifications of regular products are not returnable. Product must be in new and resalable condition. Seller does not accept the return of gaskets, seals, repair kits or other products over 60 days old.

Delays

Seller shall make every reasonable effort to adhere to the shipping schedule provided to Buyer. However, Seller shall not be liable for any damages or loss incurred by Buyer for failure to comply with the shipping schedule given to Buyer.

Warranties

Seller warrants that its products, when used in the manner and under the conditions for which they were designed, to be free from defects in materials and workmanship for a period of one year from the date of shipment. Each item of the Products which, after notice from Buyer, Seller believes may be defective during such period will, at Seller’s option be promptly repaired or replaced or its value credited against future orders. This warranty shall not apply to seals, gaskets or to any item(s) of the Products which has or have been altered in any way, which has or have been repaired by any party other than Seller or when such alleged defect is due to misuse, conditions of use, improper installation or maintenance or any use(s) not expressly authorized by Seller.

Whether under this Warranty or otherwise, in no event will Seller have any liability for special, consequential or incidental damages to any party and for labor costs, freight costs or any other costs or charges in excess of the amount of the invoice price paid for the Product(s) affected.

 THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The remedies provided in this Warranty will be exclusive and will not be deemed

to have failed of their essential purpose as long as Seller is willing and able to perform ad prescribed herein.

Inconsistencies

In the event that Seller receives one or more orders (or similar related documents) from Buyer in which one or more of the provisions are inconsistent with or in addition to any or all of the provisions of this Agreement (a) each such order will be conclusively deemed to be governed by this Agreement; (b) each such inconsistent or additional provision will be deemed stricken, and; (c) no order submitted by Buyer will be deemed to be governed by any provision(s) other than that or those contained in this Agreement and other such policies unless and until a written supplement is duly executed by both of the parties expressly adopting such provision(s).

Taxes, Fees, and Duties

Any applicable taxes, fees and duties shall be paid by customer, either directly or by reimbursement to WMC.  Any claim for exemption by customer shall, if applicable, be effective only after receipt of proper exemption forms by WMC, but in no event after delivery or performance.

Intellectual Property Rights

All intellectual property rights in, or relating to, the products and/or services are owned by or licensed to WMC and nothing herein shall have the effect of transferring the ownership of such intellectual property rights to customer.

Force Majeure

WMC shall not be liable for damages for a delay or failure in its performance as a result of causes beyond its reasonable control, including any law, order, regulation, direction, or request of any government having or claiming to have jurisdiction over WMC, its subcontractors and/or its suppliers; failure or delay of transportation;

insurrection, riots, national emergencies, war, acts of public enemies, strikes or inability to obtain necessary labor, manufacturing facilities, material or components from WMC’s usual sources; fires, floods or other catastrophes; acts of God, acts of omissions of customer or any causes beyond the reasonable control of WMC and/or of its suppliers. Upon the giving of prompt written notice to customer of any such causes of a delay or failure in its performance of any obligation, the time of performance by WMC shall be extended to the extent and for the period that its performance of said obligations is prevented by such cause.

Indemnity

CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS WMC AGAINST ANY AND ALL LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES AND OTHER COSTS OF DEFENDING ANY ACTION) THAT IT MAY SUSTAIN OR INCUR AS A RESULT OF THE USE, OPERATION OR POSSESSION OF THE PRODUCTS AND/OR SERVICES BY CUSTOMER OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, THE NEGLIGENT OR

WILLFUL ACT OR OMISSION OF CUSTOMER OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR THE ALTERATION OR MODIFICATION OF THE PRODUCTS AND/OR SERVICES OR THE USE OR COMBINATION OF THE PRODUCTS AND/OR SERVICES WITH OTHER PRODUCTS, DEVICES OR SERVICES BY CUSTOMER OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

Governing Law

These Terms shall be governed by and be construed in accordance with the laws of New Jersey, without giving effect to any choice of law rules. To the extent applicable, each party expressly consents to the exclusive jurisdiction of the courts of the State of New Jersey, or, if it has or can acquire jurisdiction, in the United States District Court for New Jersey, to govern all disputes arising hereunder.

Import and Export Compliance

Customer shall strictly comply with any applicable laws in force from time to time regarding import/export regulations, tax and/or customs and duties (“Import/Export Legislation”) related to the import of the goods to the point of delivery specified in an order and the export of the goods from the point of origin of such goods, and customer’s purchase of goods pursuant to these Terms constitutes its certification that it will remain in compliance with the requirements of such Import/Export legislation. Customer shall ensure that it will not export, sell, divert, transfer or otherwise dispose of the goods in violation of the Import/Export Legislation.

Customer agrees to, at its expense, obtain any and all licenses and approvals that may be necessary to import the goods to the point of delivery specified in an order and to export the goods from the point of origin of such goods in accordance with the Import/Export Legislation. Customer shall provide WMC with such documentation as WMC may request to confirm customer’s compliance with the Import/Export Legislation.

Effective: January 1st, 2024