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Terms & Conditions

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General Terms & Conditions of Sale

  1. General
    1. These terms and conditions apply to all products or services ( “Products”) supplied by the applicable Watson Standard entity listed on the front side of this form (“Seller”) to a purchasing company (“Buyer”) in a sales transaction (“Contract”).
    2. If Buyer’s order or other form states terms additional to or different from those set forth herein, this writing shall be deemed notification of objection to such additional or different terms. The Contract is conditioned on Buyer’s acceptance of the terms and conditions contained herein. Acceptance of this Contract shall be deemed to have occurred 7 days from the date specified on Seller’s acknowledgement form unless written objection is received by Seller during such 7 day period.
    3. These terms and conditions supersede all previous statements and may only be supplemented or amended upon the written consent of a person duly authorized by Seller.
  2. Prices
    1. Unless otherwise agreed by Seller in writing, the prices of the Products are as set out in any specific quotation or order acknowledgement made by Seller, and are exclusive of any value added tax, insurance, duties, delivery costs, storage or packaging (pallets, top-frames, etc.), which if any shall be paid in addition by Buyer. All re-usable packaging (stairless steel totes) must be returned to Seller carriage paid in a reusable condition. If the re-usable packaging is not returned or are damaged, repair or replacement costs will be charged to the customer.
  3. Payment
    1. Unless otherwise expressly agreed in writing between Buyer and Seller, payment in full is due within thirty (30) days of the date of Seller’s invoice, without deductions or set-off.
    2. If Buyer fails to make any payment in full when due, without affecting any other rights which it may have Seller may: 1) charge interest on any unpaid amount from day to day at a rate of 1 ¼% a month, both before and after any judgement: 2) suspend performance of the Contract until payment is received in full; 3) resell any Products not yet delivered; 4) retain any sums paid as deposit and 5) treat the Contract as repudiated and terminated.
  4. Delivery
    1. Delivery shall take place EXW, as defined by Incoterms 2010, when the Products are ready for collection at the Seller’s premises.
    2. On the request and at the cost of Buyer, Seller may at its discretion transport the Products to Buyer’s agreed premises. Buyer will respect Seller’s minimum order and delivery quantities, and will pay any additional cost arising from any smaller order or delivery quantity.
    3. Any delivery dates, requested or agreed, are estimates only.
    4. Seller will use reasonable endeavors to deliver the agreed quantities but shall not be liable for any variation of up to 10% of each Contract quantity complying with Seller’s minimum order quantity, nor for any variation of up to 30% for any smaller quantities. Actual quantities delivered will be charged at the Contract price.
  5. EXAMINATION, CLAIMS AND WARRANTY LIMITATIONS
    1. Immediately on delivery Buyer must examine the Products.
    2. The Contract shall be deemed to have been duly performed and the Products accepted unless a written claim is received promptly and in any event: a) in respect of any defect or shortage which would be apparent from a reasonable inspection on delivery, within thirty days of delivery; b) in respect of defects not reasonably apparent on inspection on delivery, within 7 days of such defect becoming apparent (collectively, the “Warranty Period“)
    3. Claims will not be allowed by Seller and the warranties and remedies for breach of warranty provided herein shall not apply if the Products subject to complaint have not been stored in clean, dry and temperate conditions (not exceeding 1OO° F and 75% Relative Humidity) and used according to Seller’s instructions or if Buyer does not provide full access to them for examination by Seller’s representatives, or if Buyer does not have or use an adequate product traceability system, or if Buyer has made a change to the Products filled or to their filling conditions without informing Seller.
  6. RISKS AND TITLE
    1. Risk in the Products shall pass to Buyer upon shipment, in accordance with Incoterms. Title to the Products shall not pass to Buyer until payment in full for the same has been received by Seller and Buyer has no debt owing to Seller in connection with this Contract or otherwise. Until full payment is received, Seller reserves, and Buyer hereby grants to and creates in favor of Seller, a first priority purchase money security interest in each Product (or the equivalent under Buyer’s local law), and all proceeds from the sale thereof. Buyer agrees to sign upon request, and hereby authorizes Seller to sign or its behalf and as its attorney in fact, any documents necessary to perfect Seller’s security interest. Upon resale, Buyer agrees to take, and immediately assign to Seller, a perfected security interest in each Product.
  7. WARRANTY AND LIABILITY
    1. During the Warranty Period, Seller warrants that the Products on delivery to Buyer are reasonably free from defects in materials and workmanship and if specifications were agreed expressly in writing by the parties, that the Products conform to those specifications. Seller will discharge in full any liability under this warranty and shall be limited to the refund or credit Buyer’s account for the amount paid by Buyer for the Product(s) in breach of the above warranties, and such refund or credit shall be Buyer’s sole and exclusive remedy under this Contract.
    2. The warranties in this clause apply to the Products to the exclusion of all other warranties whether expressed, implied or statutory, arising out of usage of trade or course of dealing and extend only to Buyer. For the avoidance of doubt Seller gives no warranty as to MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE unless Buyer makes that purpose known to Seller and it is accepted by Seller in writing.
    3. Except in so far as it cannot be excluded by law, no liability of the Seller to the Buyer whether under this Contract or otherwise in connection with the supply of Products shall arise unless the claim is notified in accordance with clause 5 and no liability which does so arise shall: a) exceed the value of the Products in respect of which the claim is made, and b) extend to any loss of profit or of goodwill or any loss which is indirect, consequential, incidental, or special, including but not limited to loss of profit or revenues, damage for loss of use of the Products, damage to property, claims of third parties or claims relating to the failure of Seller to adequately warn against or instruct on the dangers of the Products or the safe and proper use of the Products, whether or not Seller has been advised of the potential for such damages.
    4. This Contract shall not limit Seller’s liability in respect of any claim which may not be limited or excluded by law.
  8. INDEMNIFICATION
    1. Buyer agrees to keep Seller indemnified against all costs, liabilities and damages arising out of any failure by Buyer to make payment when due, or to take delivery pursuant to clause A.
  9. LEGAL & TRADE COMPLIANCE
    1. Products supplied under this order are subject to Buyer’s compliance with all laws, including the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws and regulations and U.S. import and export laws and regulations and may be subject to EU and other applicable countries’ anti-corruption and export/import rules and regulations as well. For shipments outside of the U.S., Buyer and/or Seller (depending on the specific terms of the sale transaction) will be responsible for obtaining the appropriate export license(s) necessary to permit shipment of the ordered Products and each party will cooperate with other in obtaining such export licenses. Seller will have no liability to Buyer in the event that an export license is delayed, not approved or is later withdrawn or suspended. Buyer agrees to comply with applicable import and export regulations whether administered by the Office of Defense Trade Controls, the U.S. Department of State, the Bureau of Export Administration, the U.S. Department of Commerce, the Office of Foreign Asset Control (OFAC) or any other agency of the U.S. Government which provide inter alia that the equipment shall not be re-sold, diverted, re-exported or disposed of in other than the country of ultimate destination without the prior approval of the U.S. Department of State or Commerce or other Agency of the U.S. Government, whichever is applicable. Buyer agrees to provide Seller any documentation Seller reasonably requests to comply with the regulations. For shipments within the U.S., it is the responsibility of Buyer or other exporter to comply with all U.S. export control laws and regulations. Should Buyer’s actions, or the actions of its owners, directors, officers, employees, representatives, consultants or agents, result in the assessment of any fine, penalty or disgorgement of profits against Seller for violation of any applicable laws, Buyer hereby agrees to indemnify Seller therefore.
  10. TERMINATION
    1. Seller may terminate this Contract forthwith if Buyer: (a) breaches any terms of, or purports to cancel, any contract with Seller, (b) in any jurisdiction has any step, application, order, proceeding or appointment taken or made in respect of it for distress, execution, composition, or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy; or (c) is unable to pay its debts.
    2. If Seller terminates the Contract all sums outstanding to Seller shall be immediately due and payable and the Buyer shall reimburse Seller for any loss or expenses incurred in connection with the Contract.
  11. ARTWORK AND INTELLECTUAL PROPERTY
    1. Unless otherwise agreed in writing by the parties, all intellectual property owned by Seller including all copyright, designs, patents, and trademarks, as well as samples and other technical information, produced or used by Seller to produce or sell the Products shall remain Seller’s property, whether or not Seller has charged Buyer for all or part of the cost incurred. All such information is proprietary information of Seller and shall be held in confidence by Buyer.
  12. WAIVER
    1. No waiver by a party of any breach of the other party’s obligations shall constitute a waiver of any prior or subsequent breach
  13. ASSIGNMENT
    1. Seller may assign this Contract to any other party at any time.
  14. FORCE MAJEURE
    1. Seller shall not be liable in any way for loss, damage or expense arising directly or indirectly from an event of force majeure, such as any failure or delay in performing any obligation under this Contract caused by any circumstance beyond its control, including but not limited to war, terrorism, riot, mechanical or computer failure, scarcity of labor or transportation, materials or supplies, strike, lock-out or other industrial or labor disputes (whether or not involving employees of the Seller). On the occurrence of any such event, the Seller may at its discretion perform, suspend performance of or terminate this Contract.
  15. APPLICABLE LAW
    1. This Contract is made under and for all purposes shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Pennsylvania. The courts of the United States District Court for the Western District of Pennsylvania or any proper state court located in Allegheny County. Pennsylvania shall have exclusive jurisdiction to deal with any disputes between Buyer and Seller.