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Manufacturers Reps Servicing the LP/NG Distribution Industry


  1. ACCEPTANCE AND TERMS AND CONDITIONS: (a) Seller shall accept this Order and any amendments thereto by signing the acceptance copy and returning it to Buyer’s Agent promptly. (b) By acceptance of this Order, Seller agrees to be bound by and to comply with all terms and conditions of this Order, including any supplements thereto, and all specifications and other documents referred to in this Order. However, performance of the work called for by this Order in the absence of Seller’s written acknowledgment thereof shall be deemed acceptance of this Order. (c) This Order does not constitute an acceptance by Buyer of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal shall in no way constitute a modification of any of the terms and conditions of this Order. AN ATTEMPTED ACKNOWLEDGMENT OF THIS ORDER CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS OF THIS ORDER IS NOT BINDING UPON BUYER UNLESS SPECIFICALLY ACCEPTED BY BUYER IN WRITING, AND BUYER HEREBY OBJECTS THERETO.
  1. PRICES: All prices are firm unless otherwise agreed in writing.
  1. EXTRA CHARGES: No charges of any kind, including, but not limited to charges for boxing, packing, loading, bracing or cartage will be allowed unless specifically agreed to by Buyer or it’s Agent in writing.
  1. TRANSPORTATION: Transportation charges on goods sold delivered destination must be prepaid. No insurance charges will be allowed unless authorized by Buyer or it’s Agent.
  1. DEFAULT: NOTICE OF DELAY: In the event Seller for any reason anticipates difficulty in complying with the requested delivery date, or in meeting any of the other requirements of this Order, Seller shall immediately so notify Buyer’s Agent in writing, giving pertinent details: provided, however, that such notice shall be informational only in character and that its receipt by Buyer shall not be construed as a waiver by Buyer (i) of any delivery schedule or requested delivery date, or (ii) of any other rights or remedies provided to Buyer or it’s Agent by law or this Order. Provided Seller has complied with the provision of NOTICE OF DELAY, Seller will not be liable for damages for delay in delivery due to proximate cause beyond its reasonable control and without its fault or negligence. If Seller, however, for any reason does not comply with Buyer’s requested delivery date, Buyer in addition to its remedies provided by law, at its option may: (a) terminate the whole or any part of this Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days or such longer period as Buyer may authorize in writing after receipt of notice from Buyer or it’s Agent specifying such failure; and (b) upon such termination Buyer may procure, upon such terms as it shall deem appropriate, supplies or services similar to those so terminated, in which case Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar supplies or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (i) to extend the delivery schedule and/or (ii) to waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. If Buyer approves a revised delivery date and directs that Seller ship by a method other than that indicated on the face of this Order, Seller agrees to pay any additional transportation charges incurred as a result of such direction.
  1. INSPECTION: (a) All goods (which term throughout this Order includes without limitation raw materials, components, intermediate assemblies, tools and end products) may be subject to inspection and test by the Buyer, it’s Agent and its Customer to the extent practicable at all times and places including the period of manufacture and in any event prior to final acceptance by the Buyer and its Customer. All inspections and tests on the premises of Seller or its supplier shall be performed in such a manner as not to unduly delay the work. (b) Final acceptance or rejection of the goods shall be made as promptly as practical after delivery, except as otherwise provided in this Order, but failure to inspect and accept or reject goods or failure to detect defects by inspection shall neither relieve Seller from responsibility for such goods as are not in accordance with the Order requirements nor impose liabilities on Buyer or it’s Agent therefor. (c) Seller shall provide and maintain an inspection and process control system . Records of all inspection work by Seller shall be kept complete and available to Buyer, it’s Agent and its Customer during the performance of this Order and for such longer periods as may be specified in this Order.
  1. WARRANTIES: (a) Seller warrants that all goods and services sold hereunder or pursuant hereto will be free of any claim to any nature by any third person and that Seller will convey clear title hereto to Buyer as provided hereunder. (b) Seller warrants and represents that all goods sold hereunder or pursuant hereto will be of merchantable quality, free from all defects in design, workmanship and materials, and will be fit for the particular purposes for which they are purchased and that the goods are provided in strict accordance with the specifications samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Buyer. (c) Any attempt by Seller to limit, disclaim, or restrict any such warranties or remedies of Buyer, by acknowledgment or otherwise, in accepting or performing this Order, shall be null, void, and ineffective without Buyer’s written consent.