Standard Terms And Conditions of Sale

Acceptance of this and all other orders is expressly conditioned upon the terms and conditions contained herein, including those set forth on the reverse side, if any. Any additional or different terms or conditions set forth in Buyer's purchase order or similar communication are objected to and will not be binding upon Mag-Trol West, Inc. unless specifically assented to in writing by an authorized representative of Mag-Trol West. Incr. 's management.

  1. PRICES AND TERMS: All prices by Mag-Trol West, Inc. are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by the Buyer.
    All sales are made f.o.b. point of shipment: in all cases. title shall pass upon delivery to the carrier at point of shipment and hereafter all risk of loss or damage shall be upon Buyer.
    Any deviation after placement of order such as changes in quantity or partial release, will be subject to the manufacture's terms and conditions were applicable. Extra labor or mechanical facilities required to upload shall be provided by buyer without any costs to Mag-Trol West, Inc.
  2. DELIVERY: All factory shipping dates given in advance of actual shipment are estimates by the manufacturer and shall not be deemed to represent fixed or guaranteed shipping dates.
    Mag-Trol West. Inc., shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond reasonable control or (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency, or other inability to perform by the manufacturer, delay in transportation or (iii) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay.
    In addition to any other right which Mag-Trol West, Inc., may have hereunder or at law, Mag-Trol West. Inc., may suspend shipment of any goods for which Mag-Trol West. Inc., has not already received payment whenever Buyer is in default under this or any other contract of sale between Mag-Trol West, Inc., and Buyer.
  3. PAYMENT AND FINANCIAL CONDITION: Each shipment or delivery shall be deemed to have been sold under a separate and independent contract. Any order for goods by Buyer shall constitute a representation that Buyer is solvent. If, in the judgment of Mag-Trol West. Inc., the financial condition of the buyer at the time of manufacture or shipment does not justify the terms or payment specified, Mag-Trol West, Inc., reserves the right to require from Buyer full or partial payment or other adequate assurance of performance before manufacture or shipment. Mag-Trol West, Inc.. reserves the right to suspend its performance until such payment or adequate assurance of performance has been received.
    If payment is not made when due, Buyer agrees to pay a charge on the amount past due at the rate of 1-1/2% per month (18% per annum) or the maximum lawful rate, whichever is less. Nothing herein shall be deemed to extend or otherwise modify Buyer's obligation to make payment when due. In the event of default, buyer agrees to pay Mag-Trol West Incr.'s reasonable attorney's fees, if any, incurred by  Mag-Trol West, Inc., in collection of damages from Buyer.
  4. WARRANTIES: Goods distributed by Mag-Trol West, Inc. are the products of reputable manufactures. Mag-Trol West, Inc. shall  use its best efforts to obtain from each manufacturer, in accordance with the manufacture's warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of the Buyer and the sole obligation of Mag-Trol West, Inc. Except as to title, THERE ARE NO WARRANTIES, EITHER WRITTEN, ORAL. IMPLIED OR STATUTORY, relating to the described goods which extend beyond that described in this paragraph. NO IMPLIED STATUTORY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.
  5. LIMITATION OF LIABILITY: Mag-Trol West, Inc.'s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of any good hereunder. or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other ground, shall not exceed the prices allowable to such goods or part thereof involved in the claim. Mag-Trol West Inc. shall not, under any circumstances, be liable for any labor charges without prior written consent of Mag-Trol West, Inc.
    Mag-Trol West. Inc., shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence) or other ground, for special consequential, incidental or penal damages including, but not limited to, loss of profits or revenue, loss of use of the product of any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages.
    If Mag-Trol West, Inc.. furnished Buyer with advice or other assistance, which concerns any goods supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this contract, the furnishing of such advice or assistance will not subject Mag-Trol West, Inc., to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
  6. HAZARDOUS BUSINESS: Unless otherwise agreed in writing by an authorized representative of Mag-Trol West, Inc., goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as commercial or military aircraft, missile installation, space exploration or other critical applications where failure of a single component could cause injury and Buyer shall indemnify and hold Mag-Trol West, Inc., harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence) or other ground. Neither Mag-Trol West, Inc., nor its suppliers shall have any liability to the Buyer or its insurers whether based on contract, warranty, tort (including negligence) or other ground for on-site damage to any property located at a nuclear facility.
  7. TERMINATION: Buyer may terminate an order only by mutual agreement based upon payment to Mag-Trol West, Inc., or reasonable and proper termination charges.
  8. RETURNED GOODS: Goods may not be returned without the prior written consent of Mag-Trol West, Inc.
  9. ASSIGNMENT: The delegation or assignment by Buyer of any or all of its duties or rights hereunder without the prior written consent of Mag-Trol West. Inc., shall be void
  10. GENERAL: All orders are subject to acceptance by management of Mag-Trol West, Inc., in serving the Buyer. Any representation. affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either part. No waiver, alteration or modification of any of the provisions hereof shall be binding upon Mag-Trol West, Inc. unless specifically assented to in writing by an authorized representative of Mag-Trol West, Incr.'s management.
    The validity, performance, and all matters relating to the interpretation and effect of this agreement (including any applicable charges) and any amendment hereto shall be governed by the laws of the State of California.