Terms and Conditions – Products

These Terms and Conditions supersede all previous Terms and Conditions. Acceptance by Buyer (as defined in 1.b below) of these Terms and Conditions offer of Products for Sale is hereby expressly conditioned upon Buyer’s acceptance of these Terms and Conditions.

1. DEFINITIONS: The following definitions apply:

  1. “LW” means Lockwood International, Inc.
  2. “Buyer” means the person, firm, or corporation to whom LW has offered to sell goods or from whom LW has received an order to purchase goods.
  3. “Material” means the goods the Buyer is to purchase from LW.
  4. “Order” means the Buyer’s purchase order and all attachments, exhibits, and other documents referenced herein.

2. APPROVAL AND ACCEPTANCE OF ORDERS: All Orders, including any changes thereto, shall be subject to approval and acceptance by LW.

3. PRICES: Prices published or announced by LW are subject to change without notice. Prices, at the discretion of LW, may be subject to a surcharge due to the volatility of raw materials and invoiced as part of the price of the Material or as a separate charge.

4. TAXES: In addition to the stated prices and any other charges due, Buyer shall reimburse LW for all sales, use, excise, purchase transaction, or any other taxes that LW must at any time either pay or collect in connection with Material sold by LW to the Buyer.

5. TERMS OF PAYMENT: Terms of payment are 30 days from date of invoice unless otherwise stated in the quotation or Seller’s order acknowledgement.

6. DELIVERY AND SHIPMENT OF MATERIAL: Delivery of Material to a common carrier shall constitute delivery thereof to Buyer, and risk of loss shall pass to Buyer at such time. Buyer shall pay all shipping and handling charges. Any claims for damage to or loss of Material in transit shall be filed by Buyer directly with, and shall be the sole responsibility of, the carrier. Shipping schedules are estimates. LW will use every reasonable means at its disposal to make delivery within the time specified. Shipping schedules are computed from time of entry of Order at LW. IN NO EVENT SHALL LW BE LIABLE FOR DAMAGES OF ANY KIND, LIQUIDATED OR UNLIQUIDATED, INCLUDING CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF USE OR LOST PROFITS, DUE TO FAILURE TO MAKE TIMELY DELIVERY OR FAILURE TO MEET SHIPPING SCHEDULES.

7. CORRECTIONS: LW reserves the right to correct clerical and arithmetic or stenographic errors or omissions in Orders, invoices, quotations, price schedules, acknowledgements, or other documents.

8. DEFAULT BY BUYER: Upon failure or refusal of Buyer to accept conforming Material, or upon any other default by Buyer, LW shall be entitled to exercise all remedies of a secured party under the Uniform Commercial Code with respect to the Material as well as any other remedies to which LW may be entitled by law or in equity, including specific performance, and LW shall be entitled to recover all costs incurred by it in connection therewith, including reasonable attorney’s fees.

9. CLAIMS: All claims for shortages or other nonconformity in filling Orders shall be made in writing within ten (10) calendar days after Buyer’s receipt of Material.

10. RETURN OF MATERIAL AND TERMINATION OF ORDERS: Purchase orders once placed by Buyer and accepted by LW can be cancelled only with LW’s written consent and upon terms which will save LW from loss. No products may be returned for credit or adjustment without written permission from LW’s office authorized to issue such permission.

11. WARRANTY: LW does not manufacture valves. On all products supplied by LW, the manufacturer’s warranty shall apply. IN NO EVENT SHALL LW BE LIABLE OR RESPONSIBLE FOR DAMAGES FOR PERSONAL INJURY, DAMAGES FOR HARM TO PROPERTY, OR FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, OTHER ECONOMIC LOSS, OR ANY OTHER DAMAGES WHATSOEVER IN CONNECTION WITH THE WARRANTY SET FORTH ABOVE OR IMPLIED BY LAW, OR IN CONNECTION WITH ANY OTHER LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY AND NEGLIGENCE.

12. EFFECT OF TERMS AND CONDITIONS: The terms and conditions herein contained shall apply to any Order or direction received from Buyer, and any provision or direction from Buyer purporting to modify or change said terms and conditions in any way is objected to and shall not be binding upon LW. LW’s terms and conditions will be in effect regardless of any provisions to the contrary contained in Buyer’s Order or request for shipment.

13. ACTS OF GOD, STRIKES, EMBARGOES: The time for LW to perform shall be extended proportionately as its ability to perform is materially affected by causes beyond its reasonable control, including, but not limited to, any Act of God, or by labor disputes, whether authorized by the applicable bargaining unit or not, by embargoes, trade restrictions, governmental directives, war, riots or insurrections, fire, flood, delays in transportation or failure by suppliers to deliver equipment or supplies.

14. WAIVER: Waiver by LW of any breach of these provisions shall not be construed as a waiver of any other breach.

15. APPLICABLE LAW / FORUM: Buyer’s Order shall be governed by the domestic state laws of the State of Texas, U.S.A. LW and Buyer agree that any appropriate state or federal court located in Texas, U.S.A. shall have exclusive jurisdiction over any case or controversy arising under or in connection with Buyer’s Order and shall be a proper forum in which to adjudicate such case or controversy.

16. COMPLIANCE WITH LAW: Buyer shall comply with all laws and other requirements having force of law applicable at any time which affect in any manner Buyer’s Order or Buyer’s performance there under.  Buyer shall notify LW at once of any governmental action, prohibition, or limitation which affects in any manner Buyer’s Order.  By placing its Order with LW, Buyer represents and warrants that it is neither subject to any U.S. embargo or trade prohibition or limitation, nor subject to any embargo or trade prohibition or limitation in which the U.S. participates.  Buyer agrees that it will not resell or distribute Material to any individual or entity prohibited from receiving LW goods or from dealing with LW under U.S. law or under any embargo or trade prohibition or limitation in which the U.S. participates.  Buyer shall indemnify and hold LW harmless from and against any and all claims, demands, losses, costs, or liability incurred by LW as a result of Buyer’s breach of this provision.  LW reserves the right to cancel Buyer’s Order, suspend, or terminate LW’s performance, or take any other action it deems necessary as a result of Buyer’s breach of this provision.

17. SEVERABLITY: If any provision herein shall be held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

18. ATTORNEY’S FEES: LW shall be entitled to recover its reasonable attorneys’ fees incurred in connection with collection of all or a portion of the purchase price and/or reasonable additional charges from Buyer.

19. ENTIRETY OF AGREEMENT: These terms and conditions, together with LW’s quote, Buyer’s Order, and any specifications, requisitions, drawings, and other related documents attached to Buyer’s Order or referred to therein (subject to Paragraph 15 above), shall constitute the entire agreement between LW and Buyer.  Any change, amendment, or modification of any of these terms and conditions must be made in writing and signed by LW.

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