|
<br />
<br />
<br />
<br /> BAUER COMPRESSORS Inc. | 1328 Azalea Garden Road | Norfolk, VA 23502 | U.S.A. | A member of BAUER GROUP
<br />22619780v9
<br />CONDITIONS OF SALE
<br />
<br />Conditions: No terms or conditions contained in any order placed with BAUER Compressors, Inc. (“BAUER”) other than those stated
<br />herein, and no agreement or other understanding in any way modifying these Conditions of Sale (“Conditions”) shall be binding on
<br />BAUER unless hereafter made in writing and signed by its duly authorized representative. The purchaser listed on the sales order
<br />confirmation (“Purchaser”) shall be deemed to have agreed to the terms hereof by signing BAUER’s credit application or upon receipt
<br />of any of the goods to which BAUER’s sales quotation, sales order confirmation or invoice relates. The agreement between BAUER
<br />and Purchaser shall consist of the terms submitted with BAUER’s sales quotation, sales order confirmation and these Conditions
<br />(“Agreement”). In the event of any conflict among such documents, the documents will control in the following order: (1) sales order
<br />confirmation, (2) these Conditions, and (3) the sales quotation. BAUER hereby rejects and objects to any additional or contradictory
<br />terms in the Purchaser’s purchase order or other documents relating to the products.
<br />Prices: The possession of BAUER Price Sheets by any person is not to be construed as an offer to sell the goods listed thereon at
<br />prices stated. All prices, including those on sales order confirmations, are subject to change without notice. Surcharges for unusual
<br />costs beyond the control of BAUER may be added from time to time and will be based strictly on the economic conditions that
<br />warranted the charge.
<br />Terms of Payment: Terms are Net 30 days from date of invoice with advanced approved credit. If in the opinion of BAUER, the
<br />financial condition of the Purchaser at any time does not justify continuance of production or shipment on the terms of payment
<br />specified, BAUER may require full or partial payment in advance. Equipment held for the Purchaser shall be at the risk and expense
<br />of the Purchaser. Interest at the rate of 1.25% per month will be charged on past due invoices for a total interest rate of 15% per
<br />annum. Orders for standard product exceeding $100,000, related orders that in the aggregate exceed $100,000, or orders for
<br />multiple units for Purchaser’s stock will require a down payment, at time Purchaser submits order, in the amount of 30% of the total
<br />order price. Purchaser may not divide, split, sequence or otherwise structure any purchase into multiple orders for the purpose of
<br />avoiding the down payment requirement. For purposes of this provision, BAUER, in its sole discretion, may treat as a single order
<br />any two or more orders that are related in time, product type, destination, project or other circumstance indicating they are part of
<br />one overall purchase and Purchaser shall be required to pay the downpayment. Orders for Engineered to Order or Modified to Order
<br />(Customized) or Exported equipment require the following payment plan: 30% paid with Purchase Order; 30% paid with Approval
<br />Drawings/Documentary Submittal; 30% paid prior to Shipment and 10% paid upon installation and start-up (without regard to other
<br />payment terms on standard product). If Purchaser elects to pay any amount due with a credit card, a convenience fee of 3% of the
<br />amount being paid will be added to the payment.
<br />Security Interest: BAUER shall have a purchase money security interest in the goods sold pursuant to the Agreement and shall
<br />have all the rights of a secured party under the Uniform Commercial Code as it has been adopted in Virginia.
<br />Delivery
<br />(a) On sales made FOB point of shipment, goods in transit are at the Purchaser’s risk and all claims for loss or damage must be filed
<br />by the Purchaser. Unless otherwise indicated, all sales are FOB point of shipment (Norfolk, VA unless otherwise indicated).
<br />(b) BAUER shall not be liable for any delays or defaults hereunder by reason of fire, floods, acts of God, labor troubles, inability to
<br />secure raw materials, acts of government, pandemics, or other causes beyond its reasonable control. In the event of such a delay,
<br />the date of delivery shall be extended for a period equal to the time lost by reason of delay.
<br />(c) Freight and packaging are not part of the sales price unless specified on the order. The Purchaser is responsible for all packaging
<br />costs related to shipment. BAUER is not responsible for shipping damage, whether concealed or visible, and any claim must be filed
<br />with the carrier.
<br />(d) In the absence of a shipping address provided to BAUER by Purchaser, in writing, BAUER will ship to the Purchaser’s “bill to”
<br />address on file with BAUER. Orders that the Purchaser requests to be reshipped to a different address will be shipped at the
<br />Purchaser’s sole expense.
<br />(e) Unless Purchaser takes shipment of products ordered by Purchaser upon BAUER’s completion of the products, in accordance with
<br />this Agreement, at the time of BAUER’s completion of the products, BAUER may invoice Purchaser for all remaining amounts due for
<br />the products and Purchaser shall pay BAUER such outstanding amounts in accordance with the terms of payment in this Agreement.
<br />(BAUER will apply all previously received deposits or payments as partial payments for the products.) In addition, Purchaser shall
<br />pay BAUER storage charges on the held products until BAUER ships the products to Purchaser. Title and risk of loss to completed
<br />products being held by BAUER shall transfer to Purchaser upon BAUER’s completion of the products, subject to BAUER’s purchase
<br />money security interest and regardless of the reason for delay, including but not limited to, credit hold, Purchaser arranged
<br />transportation, multiple purchased products to ship together, or Purchaser not prepared to take shipment, unless otherwise agreed in
<br />writing by BAUER and Purchaser. As a courtesy, BAUER will maintain insurance on any products stored at its facilities for a limited
<br />time, not to exceed fourteen (14) days.
<br />Taxes: Prices are exclusive of any use, sales, excise, or similar tax, federal, state, or local, which has been or may be imposed with
<br />respect to the sale of personal property or services pursuant to the Agreement, to the extent legally permissible. Any such tax shall
<br />be the Purchaser’s responsibility. Sales tax, calculated at the rate based on state in the shipping address, will automatically be
<br />invoiced unless Purchaser has provided BAUER with a completed tax exemption certificate. Purchaser shall provide such a certificate
<br />to BAUER at the time of order placement.
<br />Acceptance and Cancellation of Orders: All orders are subject to approval and acceptance in writing by BAUER at the office of
<br />BAUER in Norfolk, Virginia. Any cancellation of orders by Purchaser after one week of placement will result in a cancellation charge
<br />of 20%. A $25 change fee will be added to any parts sales order when the change occurs after the order confirmation by BAUER.
<br />Limited Warranty
<br />(a) Compressors: BAUER warrants that its products will substantially conform to applicable drawings and specifications approved in
<br />writing by BAUER. Unless otherwise agreed upon in writing by BAUER, the reciprocating compressor products and other BAUER
<br />manufactured components are warranted to be free of defects in both material and workmanship for a period of TWENTY-FOUR (24)
<br />MONTHS FROM DATE OF INSTALLATION AND START-UP OF THE PRODUCT. START-UP/WARRANTY REGISTRATION FORMS MUST BE
<br />FILED WITH BAUER WITHIN NINETY (90) DAYS FROM DATE OF START-UP. If the registration form is not received within the ninety-
<br />day period, the warranty will be denied. In cases where BAUER products are procured for installation at a significantly later date,
<br />such as shipbuilding or construction projects, an extension to this warranty period may be negotiated for an equitable adjustment to
<br />the product price and must be agreed upon by both parties in writing. This warranty is specific to BAUER-manufactured components
<br />Docusign Envelope ID: 3088CA5E-7AAF-880A-8270-E0349071C5A2
|