TERMS AND CONDITIONS OF SALE
Acceptance of your order is expressly made conditional on your assent to our Conditions of Sales below,
and we agree to furnish product only upon these conditions.
1.1. FURRENTAL & PENTAPUR INC. (“COMPANY”) WARRANTS THAT EACH PRODUCT TO BE DELIVERED HEREUNDER WILL
BE OF THE KIND DESIGNATED.
1.2. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE SHALL APPLY.
1.3. The conditions of any tests shall be mutually agreed upon and the Company shall be notified of and may be
represented at, all tests that may be made.
1.4. If any failure of any product delivered hereunder to be of the kind designated or specified appears prior to the date
which is 60 days from the date of shipment, or prior to the date of use or resale of the products by the Purchaser,
whichever date sooner occurs, and if the Purchaser shall notify the Company thereof immediately, the Company
shall thereupon, at the company’s option either (1) furnish, F.O.B. its plant or such other points as it may designate a
reprocessed or replacement product or (2) refund the purchase price.
1.5. It is understood that any defective product will not be returned until authorized in advance by the Company.
2. LIMITATION OF LIABILITY
2.1. The liability of the Company (except as to title) arising out of the supplying of said product, or its use, whether on
warranties, contract, negligence or otherwise, shall not in any case exceed the cost of correcting defects in the
product herein provided, and upon the expiration of the applicable warranty period specified herein, all such liability
2.2. The foregoing shall constitute the sole and exclusive remedy of the Purchaser and the sole and exclusive liability of
2.3. THE WARRANTIES STATED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT TITLE), WRITTEN
OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OF
FITNESS FOR PURPOSE, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR CONSEQUENTIAL OR
3. TECHNICAL ADVICE
3.1. ANY TECHNICAL ADVICE FURNISHED OR RECOMMENDATION MADE BY THE COMPANY OR ANY
REPRESENTATIVE OF THE COMPANY CONCERNING ANY USE OR APPLICATION OF ANY PRODUCT
FURNISHED UNDER THIS CONTRACT IS BELIEVED TO BE RELIABLE BUT THE COMPANY MAKES NO
WARRANTY EXPRESS OR IMPLIED, AS TO ITS ACCURACY OR COMPLETENESS OR OF THE RESULTS TO
3.2. The Purchaser assumes all responsibility for loss or damage resulting from the handling or use of any such product.
4.1. The Purchaser shall hold the Company harmless against any expense or loss resulting from infringement of patents
or trademarks arising from compliance with Purchaser’s designs or specifications or instructions.
4.2. The company shall in no event be liable for any use made by Purchaser of the product supplied hereunder which is
converted by any adversely held patents.
5.1. Unless otherwise specifically proved in writing, the terms of delivery shall be F.O.B. point of shipment and title to the
product shall pass to the Purchaser at time of shipment, whether by Company or common carrier.
5.2. Transportation expenses to be paid by Purchaser and risk of loss of damage to products in transit shall fall upon
Purchaser, whose responsibility it shall be to file claims with the carrier.
5.3. Shipping dates are approximate and are based upon the prompt receipt of all necessary information.
5.4. The Company shall not be liable for delay in delivery, or failure to manufacture, due to causes beyond its reasonable
control, or due to acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes, floods,
epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages or inability due to causes beyond
its reasonable control to obtain necessary labor, material or manufacturing facilities.
5.5. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of
6.1. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made
6.2. If shipments are delayed by the Purchaser, payments shall become due on the date when the Company is prepared
to make shipment.
6.3. If the work covered by the purchase order is delayed by the Purchaser, payments shall be made based on the
purchase price and the percentage of completion.
6.4. Products held for the Purchaser shall be at the risk and expense of the Purchaser.
6.5. If in the judgment of the Company the financial condition of the Purchaser at any time does not justify continuance of
production or shipment on the terms of payment originally specified the Company may require full or partial payment
in advance and in the event of bankruptcy or insolvency laws, the Company shall be entitled to cancel order then
outstanding and shall receive reimbursement for its cancellation charges.
7. SALES AND SIMILAR TAXES
7.1. The Company’s prices do not include sales, use, excise or similar taxes.
7.2. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or
other similar tax applicable to the sale of the product hereunder or the use thereof by the Company or by the
Purchaser shall be paid by the Purchaser, or in Lieu thereof the Purchaser shall provide the Company with a tax-
exemption certificate acceptable to the taxing authorities.
8.1. The Purchaser may cancel his order; provided he gives written notice to the Company and pays to the Company the
latter’s cancellation charges, if any.
9. PURCHASE PRICE
9.1. Unless otherwise stated by the Company, prices, terms of payment and pricing policies will be those in effect at the
time of order.
10.1. Unless otherwise specified in writing, any variation over or under in quantities shipped not exceeding 10% of the
quantities ordered shall constitute compliance with the order and the unit price will continue to apply.
11.1. The Company will comply with applicable Federal, State and Local Laws.
11.2. In no event shall any claim for special or consequential damages be made by either party.
11.3. Purchaser’s assignment of his order or of any interest therein or of any rights hereunder, without the written consent
of the Company, shall be void.
11.4. This acknowledgement contains the entire agreement between the Company and the Purchaser respecting the
subject matter hereof and any representation, promise, condition, or understanding not contained herein shall not be
binding upon either party.
11.5. Any provisions or conditions to the Purchaser’s order which are in any way inconsistent with or in addition to these
Conditions of Sale (except additional shipping instructions specifying quantity and character of the items ordered)
shall not be binding on the Company and shall not be considered applicable to the sale.
11.6. No waiver, alteration or modification of the foregoing conditions shall be valid unless made in writing and signed by
an executive officer of the Company.