TERMS AND CONDITIONS
COMBUSTION RESEARCH CORPORATION
If this writing differs in any way from the terms and conditions of Buyer-For-End-Use ("Buyer") order, or if this writing is construed as an acceptance or as a confirmation acting as an acceptance, then Combustion Research Corporation's ("CRC") acceptance is EXPRESSLY MADE CONDITIONAL ON BUYER'S ASSENT TO ANY TERMS AND CONDITIONS CONTAINED HEREIN THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED IN BUYER'S WRITING. Further, this writing shall be deemed notice of objection to such terms and conditions of Buyer. If this writing is construed as the offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. In any event, Buyer's acceptance of products shall manifest Buyer's assent to CRC's terms and conditions. No addition or modification of these terms and conditions will be effective unless set forth in writing and agreed to by an officer of CRC.
2. WARRANTIES AND REMEDIES.
a. Warranty. The Warranty is a representation by CRC that the products, including all systems and components, purchased by the Buyer from CRC, or an authorized CRC representative, are free from defects in material and workmanship (subject, however to tolerances and variances permitted by the trade hereunder). This Warranty applies to defects, which are discovered either upon receipt of the product or up to one (1) year after receipt of the product or CRC's invoice date, whichever event last occurs. If any such defect is found and the Buyer has satisfied the warranty requirement, and the warranty is not voided, CRC will replace free-of-charge, the defective part or parts. However, it is not CRC's obligation to find, remove, or transport the defective part or parts. Further, it is not CRC's obligation to install or to pay for installation of replacement part or parts. Repair or replacement of defective part or parts will only be done after CRC has determined that the warranty applies. For items and components incorporated not manufactured by Seller, the only warranty extended to Buyer is that of the manufacturer or supplier, if any.
b. Exclusions and Conditions. CRC's obligations with respect to the express warranties and remedies contained herein are conditioned on the following: (i) Buyers return of the nonconforming goods, if authorized by CRC; (ii) Buyer shall not assign its rights under these express warranties and any attempted assignment shall render such warranties but not any disclaimers or limitations, void and the goods shall be sold AS IS; and (iii) All products shall be carefully inspected for damage by Buyer upon receipt, be installed under the supervision of Buyer by individuals trained and certified as a professional with respect to such installations, and be installed, used, repaired and maintained by Buyer in accordance with local codes or regulations and standards set by the American National Standards Institute, Inc. and/or the American Gas Association. The products shall be warranted in conjunction with the original installation only.
3. DISCLAIMER OF IMPLIED WARRANTIES.
CRC HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF ANY KIND OR DESCRIPTION INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY OR DURABILITY, WHICH MAY BE PROVIDED BY LAW AS RELATES TO ALL PRODUCTS MANUFACTURED, SOLD, ASSEMBLED AND/OR PROVIDED TO THE ULTIMATE USER, TRANSFEREE, CONTRACTOR, CONSUMER, BUYER AND/OR PERSON UNDER THE LAW OF THE STATE OF MICHIGAN AND/OR UNIFORM COMMERCIAL CODE. THIS DISCLAIMER MEANS NO IMPLIED WARRANTY OF ANY NATURE WHATSOEVER DEALING WITH THE ULTIMATE USE OF THE PRODUCT ASSEMBLED, MANUFACTURED AND/OR SOLD BY CRC SHALL BE GRANTED TO ANY PARTY WHO WITHOUT SAID DISCLAIMER WOULD BE ENTITLED TO BRING AN APPROPRIATE ACTION IN THE COURTS OF THE STATE OF MICHIGAN AS THE LAW SO PROVIDES. THE EXPRESS WRITTEN WARRANTY OF CRC FOR EACH PARTICULAR TRANSACTION SHALL BE ONLY THE ONLY EXPRESS WARRANTY SO PROVIDED AND SHALL BE THE ONLY WARRANTY PROVIDED BY CRC FOR ITS PRODUCTS. THERE ARE NO WARRANTIES, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
4. LIMITATIONS OF LIABILITY.
The following limitations of CRC's liability are acknowledged by the parties to be fair and reasonable and shall apply to any act or omission hereunder, and to any breach of this contract of which these terms and conditions form a part:
a. DISCLAIMER OF DAMAGES. IN NO EVENT SHALL CRC BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY TYPE OR DESCRIPTION, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, OF ANY TYPE OR DESCRIPTION STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. SUCH DAMAGES INCLUDE BUT ARE NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE OF THE PRODUCTS, DAMAGE TO PROPERTY, INCONVENIENCE AND CLAIMS OF THIRD PARTIES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, WHICH VARY, FROM STATE TO STATE. HOWEVER, TO THE EXTENT PROVIDED BY LAW, MICHIGAN LAW CONTROLS ALL RIGHTS AND OBLIGATION HEREUNDER.
b. Arbitration. In the event any Buyer, user, subsequent owner, transferee, installer, purchaser and/or ultimate customer experiences any problem, difficulty and/or has a complaint dealing with the use, installation and/or operation of the product sold, delivered and/or manufactured by CRC under the terms and provisions of any purchase order, contract, invoice or other document then the differences between that person or entity and CRC shall be amicably resolved. In the event a resolution of differences between the parties is unable to be accomplished, said matter shall be resolved through final and binding arbitration under the laws of the State of Michigan. The party complaining shall select, appoint, and pay for an arbitrator, CRC shall select, appoint, and pay for an arbitrator, and the two- (2) arbitrators so selected shall agree upon and appoint a third impartial arbitrator. The dispute and/or matter of controversy shall be submitted to the arbitrators who by majority vote shall render a final and binding decision dealing with the controversy in existence between the parties. Said decision shall be enforceable in any court-maintaining jurisdiction over said matter under the requisite provisions of Michigan law. The costs of the impartial arbitrator shall be paid one-half (1/2) by the complaining party and one half (1/2) by CRC.
c. Michigan Law to Govern. This contract, invoice, purchase order and/or document dealing with the purchase sale and/or installation of products sold and/or manufactured by CRC shall be governed by the laws of the State of Michigan, both as to interpretation and performance. The place of this contract, its situs and forum shall at all times be the State of Michigan. All matters relating to the validity, construction and enforcement of this contract shall be determined in the appropriate courts maintaining jurisdiction over all controversies in the State of Michigan.
d. Notice of Time of Claims. (i) Buyer agrees to check and inspect all products against shipping papers and for damage or shortages upon receipt of goods at destination; (ii) Every claim for loss, damage in transit, or other cause visible upon inspection shall be made with the carrier. Claims for shortage must be made within five (5) days of receipt; (iii) The parties expressly waive any other statute of limitations and agree that any legal proceeding for any breach of this contract shall be waived unless filed in the appropriate forum or court within two (2) years after the accrual of the cause of action therefor.
As stated on the front of this invoice. Interest on accounts overdue more than thirty (30) days will be charged 1 and 1/2% per month or the highest rate permitted by law. Buyer shall be liable for any collection costs or attorney's fees incurred as a result of Buyer's failure to comply with this contract.
6. SHIPPING TERMS
All shipments are FOB shipping point, freight collect, unless otherwise stated. The method of shipment and carrier shall be selected by CRC unless Buyer shall have in writing specified a method of shipment and carrier ten (10) days prior to scheduled shipment. Title and all risk of loss or damage shall pass to Buyer upon delivery to carrier.
No returns are to be made to CRC without first obtaining a Return Goods Authorization (RGA) number from CRC. Absolutely no returns will be accepted or credited without prior written approval of CRC. Returns may be subject to a 20% restocking charge plus any transportation charges incurred.
The Buyer will pay, or reimburse CRC if it pays any and all taxes or tariffs or any other similar charges imposed upon this contract, for products covered hereby or the delivery or use or resale thereof.