QUATREAU MULTIFUNCTION TAPS TERMS AND CONDITIONS AND STANDARD LIMITED WARRANTY
- “GWS ” shall mean Global Water Solutions
- “Purchaser” shall mean the purchaser named on the invoice or contract
- “Products” shall mean Quatreau-brand multifunction tap systems, including any part or parts of them, which are supplied to the Purchaser by GWS in accordance with these terms
- “Order” shall mean contract for sale and purchase of the Products
2) EFFECTIVE DATE AND NO AGREEMENT OR AMENDMENTS
This document and its provisions are effective as of January 1, 2020 and valid until further written notice from GWS . This document and its provisions shall supersede any and all pre-existing sales policies, terms and conditions, and standard limited warranties for the Products issued by GWS , its affiliate Global Water Solutions Ltd. (“GWS”) or any other affiliate company, whether in writing or orally. This document does not reflect an offer, solicitation, promise, or an agreement to sell products to any person or entity and should not be construed as such.
3) GENERAL SALES POLICIES AND CONTROLLING TERMS AND CONDITIONS
The terms and conditions appearing herein, together with the terms and conditions set forth in GWS Standard Limited Warranty and any Special Terms and Conditions Notices constitute the entire agreement between GWS and Purchaser. GWS OBJECTS TO, AND SHALL NOT BE BOUND BY, ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS, WHETHER PRINTED OR OTHERWISE AND REGARDLESS OF WHETHER SUCH ADDITIONAL TERMS OR CONDITIONS ARE IN PURCHASER’S PURCHASE ORDER OR IN ANY OTHER COMMUNICATION FROM PURCHASER TO GWS USA. Prior courses of dealing, trade, usage, and/or verbal agreements not enacted in writing and signed by GWS, to the extent they differ from, modify, add to or detract from, the terms and conditions herein, shall not be binding upon GWS. There are no other agreements, promises nor understandings, either verbal or written, which are not fully expressed herein or in GWS Standard Limited Warranty and Special Terms and Conditions Notices. No statements, recommendations or assistance by either GWS or Purchaser have been relied upon by the other nor shall any such statements, recommendations or assistance constitute a waiver by either party of any of the provisions hereof.
a) Quotations and Orders
No price quotations for GWS products shall be binding unless confirmed in writing by GWS . Prices and other costs, such as carriage, freight, insurance or other additional levies so quoted will be valid only for thirty (30) days from the date of quotation, unless previously withdrawn by GWS . Clerical errors on any price quotations are subject to correction by GWS .
The quantity and description of the Products shall be set out in GWS quotation (if accepted by Purchaser) or the Purchaser’s purchase order (if accepted by GWS ) and confirmed in GWS Order acknowledgement. Purchaser is responsible for ensuring the Products and terms of each Order are complete and accurate.
b) Products Specifications
GWS reserves the right to make any changes in the specification of Products which does not materially affect their quality or performance. Any samples, drawings, brochures or advertising produced by GWS for Products are for the sole purpose of providing indicative information on the Products and shall not form part of the Order or have any contractual force.
GWS shall be entitled to make any and all changes in details of design, construction or arrangement of Products as GWS, in its sole discretion, determines will constitute an improvement upon the product or any specifications or designs previously furnished to the Purchaser.
c) Prices and Taxes
All prices for the Products are defined and indicated on GWS’s proforma invoice or order acknowledgement to Purchaser. Prices do not include any federal, state, local, property, sales, use, excise, value-added, or other such taxes, all of which shall be the responsibility of, and paid by, Purchaser. Costs or charges in relation to carriage, freight, postage and insurance shall be borne by Purchaser.
Prices are subject to change with or without notice. Prices applicable to unshipped quantities of existing purchase orders, as well as to new purchase orders, shall be those in effect at the time of shipment. A representation by Purchaser of facts, upon which GWS relies in basing applicable discount or terms of sale, shall be taken as a representation that such facts are true. GWS shall have the right to revise any price or discount, including on products already shipped, invoiced, or paid, should such representations be untrue.
d) Payment Terms
Payment terms for the Products are cash with Order unless otherwise agreed in writing by GWS . Purchaser shall, upon written acceptance or acknowledgment of the Order by GWS , pay for the full price of the Products to confirm the Order and ensure the Products are held for Purchaser until time of shipment. No payment shall be deemed to have been received until GWS has received cleared funds. GWS reserves the right to cancel the Order or reject acceptance of any additional purchase orders should the Purchaser fail to make payment in accordance with the terms. Any portion of the purchase price which is not paid in accordance with applicable payment terms shall accrue interest at a rate equal to 1.5% per month.
GWS shall deliver the Products at the ship to address on the Order acknowledgment to the Purchaser.
Any dates or schedules specified for the delivery of Products covered hereby are approximate only and are based upon then existing conditions and/or conditions reasonably anticipated through each shipping date. In addition to the limitation on damages described herein, GWS shall not, under any circumstances be liable for any loss, cost, expense, delay, damage, inconvenience, or consequential damages for failure (however caused) to meet a specific shipping date, or for any delay, loss, or damage in transit, or due to the unavailability of sufficient products to fill the Order. If Product is in stock at the time of Order and Purchaser payment has cleared in accordance with clause 3d, GWS will ensure the Products are ready for shipment at the time designated on the Order. Otherwise, GWS reserves the right to allocate available inventories among its customers, including Purchaser, in the event that such inventories are inadequate to meet demand.
Shipments may be made by common carrier, unless otherwise specified in one of GWS Special Terms and Conditions Notices. Special arrangements, such as expedited delivery and special packaging requirements, must be specifically requested by Purchaser and, if agreed to in writing by GWS , will be at Purchaser’s expense. The Company will not be liable for any delay in delivery of Products that is caused by a force majeure event or Purchaser fails to provide GWS with adequate delivery instructions or any other instructions that are relevant to the supply of Products.
If, for any reason, the Purchaser fails to accept delivery of Products when they are ready for delivery or GWS is unable to deliver the Products because the Purchaser has not provided adequate delivery instructions, documents, licenses or authorizations, the Products shall deemed to have been delivered at the time GWS carrier attempted delivery and risk of the Products shall pass to the Purchaser (including loss or damage caused by the carrier’s negligence) at that time. If storage is required until delivery takes place, Purchaser will be charged for all related costs and expense (including insurance).
If seven (7) days after attempted delivery, Purchaser has not accepted delivery for any reason or GWS has been unable to deliver Products because Purchaser has not provided adequate delivery instructions, documents, licenses or authorizations, GWS may resell or otherwise dispose of part or all of Products and, after deducting reasonable storage and selling costs, charge Purchaser for any access of the price of Products or for any shortfall below price of Products.
All risk of Products shall pass to the Purchaser upon completion of delivery unless Purchaser designates carrier or arranges for shipment from GWS ware house, whereupon all Products shall be deemed delivered to Purchaser at the time they are placed in the hands of the carrier for delivery to Purchaser, and all risks of damage, loss, or delay shall thereupon pass to Purchaser.
Any claims of shortages must be made within five (5) days from receipt of merchandise.
Title and ownership of Products shall be per the INCOTERMS of the Order, however, GWS maintains a lien against the Products until they are fully paid.
f) Order Cancellation or Modification
No Order by Purchaser may be cancelled or modified without the written consent of GWS. At GWS option, cancelled or modified Orders prior to shipment may be subject to a cancellation or processing charge. Once Products are shipped, Order may not be cancelled.
g) Return of Goods
Products may not be returned to GWS. All sales are final and Order may not be cancelled or modified once shipped.
h) Compliance with Laws, Ordinances and Regulations
GWS shall use reasonable efforts to cause the Products to comply with federal safety, health and environmental regulations and insurance codes. However, GWS shall not be responsible for compliance of Products with local interpretations of such federal regulations or insurance codes, nor with any local laws, ordinances, codes and/or regulations which may at any time be in effect at any location as well as vary from state to state where Products are to be used, unless such responsibility shall be expressly assumed by GWS in writing.
i) GWS Remedies
In addition to and not withstanding any other remedy to which GWS USA may be entitled by law, in the event of Purchaser’s breach of its obligations hereunder, or if Purchaser should cancel the Order, in whole or in part, or refuse to accept Products shipped hereunder, or wrongfully rejects or revokes its acceptance of Products shipped that conform to the Order, Purchaser shall pay for, and GWS USA shall be entitled to recover from Purchaser, all special engineering, design, tooling, manufacturing, storage, or transportation costs incurred in connection with GWS performance of the Order.
All commercial, financial or technical information furnished by GWS shall be considered confidential and Purchaser shall not disclose any such information to any other person or use such information itself for any purpose other than the re-sale or the intended use of Products. This Section shall apply to drawings, specifications or other documents provided by GWS . Unless otherwise agreed in writing, no information disclosed in any manner or at any time by Purchaser to GWS shall be deemed secret or confidential, and Purchaser shall have no rights against GWS with respect thereto, except such rights as may exist under applicable patent laws.
k) Independent Contractors
GWS and Purchaser are independent contractors and neither has the authority to assume or to create any obligation on behalf of or in the name of the other.
l) Force Majeure
GWS shall not be responsible or liable for any delays or failures in manufacture or delivery due to any cause or condition beyond the reasonable control of GWS . GWS shall not be responsible or liable for any delays or failures to deliver or to perform its contractual responsibilities if due to causes beyond its reasonable control or the reasonable control of its suppliers, or due to acts of God, acts of civil or military authority, judicial action, fires, strikes, floods, wars, transportation delays, or inability due to causes beyond its reasonable control to obtain necessary labor, materials or manufacturing facilities. In the event of such a condition or circumstance, GWS shall have the right, at its option, to cancel any Orders or any part thereof without any resulting liability.
m) Applicable Law
The terms and conditions expressed herein shall be construed and its performance governed by the laws of the State of Delaware, USA or Switzerland depending on place of purchase.