TERMS & CONDITIONS OF PURCHASE

These Terms and Conditions of Purchase (“Terms”) govern all purchases of goods and/or services by AQ Matic Valve and Controls Company, Inc. (“Buyer”) from any vendor (“Seller”). The parties agree that even if these Terms do not accompany every Purchase Order of Buyer, they shall govern all purchases made by Buyer until such time as new terms and conditions are provided by Buyer to Seller.

ACCEPTANCE

Buyer’s Purchase Order is expressly conditioned on Seller’s acceptance of these Terms. Any inconsistent or additional terms in Seller’s acknowledgment, invoice, or other communication are rejected and void unless expressly agreed to in writing by an authorized Buyer representative. Seller accepts these Terms by commencing work, shipping goods, providing written acknowledgment, or any other conduct indicating acceptance. These Terms constitute the entire agreement between Buyer and Seller for the identified goods and/or services, superseding all prior proposals and quotations.

DESCRIPTION OF GOODS AND SERVICES

Goods and/or services must strictly conform to specifications, drawings, samples, or descriptions referenced in Buyer’s Purchase Order. Deviations require Buyer’s prior written approval.

CANCELLATION

Buyer may cancel any Purchase Order, in whole or in part, at any time by providing written notice to Seller. Upon notice of cancellation, Seller must immediately cease all work, terminate related subcontracts, and protect Buyer’s property in Seller’s possession.

PRICES

Prices for goods and/or services are as stated on Buyer’s Purchase Order. Unless otherwise agreed in writing, prices are firm and not subject to increase. Prices include all packaging, crating, freight, insurance, taxes, and duties, delivered to Buyer’s specified destination. Clerical errors in Buyer’s Purchase Order are subject to correction.

DELIVERY/SHIPMENT

Time is of the essence for all deliveries. Seller must deliver goods and/or perform services strictly per the Purchase Order schedule, or promptly if no schedule is specified. Buyer may refuse acceptance of late deliveries. Delivery shall not be deemed complete until goods have been actually received and accepted by Buyer, notwithstanding any agreement to pay freight or other transportation charges.

INSPECTION/REJECTION

Buyer may inspect all goods and/or services upon receipt, or within a reasonable time, regardless of prior payment or inspection. Inspection includes condition, quality, quantity, and specification conformance. If goods or services are non-conforming, defective, or unsatisfactory, Buyer may, at its option: (a) reject and demand replacement at Seller’s expense; (b) accept with an equitable price adjustment; (c) return to Seller at Seller’s expense for full credit/refund; or (d) cancel the Purchase Order without liability. Buyer’s failure to inspect does not imply acceptance or relieve Seller of responsibility.

WARRANTIES

Seller warrants all goods are new, merchantable, free from defects in design, material, and workmanship, and conform strictly to Buyer’s specifications, drawings, and samples. Seller warrants all services are performed professionally, skillfully, to industry standards, and conform to Buyer’s requirements. These warranties survive inspection, acceptance, and payment, and are additional to any other implied or express warranties.

INDEMNIFICATION

Seller must indemnify, defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from:

  • (a) Seller’s breach of these Terms;
  • (b) defects in goods or services;
  • (c) Seller’s violation of law/regulation;
  • (d) infringement/misappropriation of intellectual property by goods/services; or
  • (e) any act/omission of Seller, its employees, agents, or subcontractors.

LIMITATION OF LIABILITY

IN NO EVENT IS BUYER LIABLE TO SELLER FOR PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE/PROFITS. BUYER’S TOTAL LIABILITY RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE GOODS AND/OR SERVICES GIVING RISE TO THE CLAIM.

INSURANCE

Seller must obtain and maintain, at its sole cost, appropriate insurance coverage, including Commercial General Liability (product liability and completed operations), Worker’s Compensation, and Automobile Liability, with sufficient limits to cover its obligations. Seller agrees to completely insure all property owned by Buyer while held in Seller’s custody against loss or damage resulting from fire, malicious mischief and vandalism, in an amount equal to the replacement cost thereof. Seller must provide Buyer with certificates of insurance upon request.

INTELLECTUAL PROPERTY

All specifications, drawings, designs, data, and information furnished by Buyer to Seller are and remain Buyer’s exclusive property and must be kept confidential by Seller. Any intellectual property developed by Seller specifically for Buyer during this Agreement is Buyer’s exclusive property, and Seller assigns all rights, title, and interest in such intellectual property to Buyer.

GOVERNING LAW

This Agreement shall be deemed to have been made in and shall be construed in accordance with and governed by the laws of the State of Wisconsin, without regard to the conflict of law provisions thereof, and shall be subject to the exclusive jurisdiction of the state and federal courts sitting in the State of Wisconsin.

FORCE MAJEURE

Neither party is liable for delayed or non-performance caused by events beyond its reasonable control, including acts of God, war, terrorism, natural disasters, strikes, labor disputes, governmental actions, or widespread disease. The affected party must promptly notify the other and reasonably try to mitigate impact. If delay/non-performance is excessive, Buyer may cancel the affected Purchase Order without liability.

ATTORNEY’S FEES

If either party brings an action to enforce these Terms or related to Buyer’s Purchase Order, the prevailing party may recover all its costs and expenses, including reasonable attorneys’ fees.

Contact Information

Questions about the Purchase Order Terms should be sent to us at sales@aq-matic.com.