Standard Terms and Conditions of Sale
CleanTek Water Solutions, LLC (“CWS”) provides the following Standard Terms and Conditions of Sale (“Terms and Conditions”), which apply to all quotations and sales made by CWS. All purchases by customer, owner, or its agent (“Purchaser”) are expressly limited and conditioned upon acceptance of the following Terms and Conditions, and no provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgment which is inconsistent with, different from, or in addition to these Terms and Conditions is accepted by CWS unless specifically agreed to in writing by CWS. Acceptance of Purchaser’s order by CWS is subject to verification of Purchaser’s creditworthiness.
All quotations are valid for a period of thirty (30) days, unless otherwise specified.
Pricing and shipping terms, unless otherwise specified, are F.O.B. the CWS manufacturing facility. Transportation charges, insurance, license fees, customs, duties, and other charges will be paid by Purchaser. Material quoted F.O.B. destination is predicated on shipping cheapest way unless specifically stated in writing to the contrary. Should Purchaser’s shipping, crating, or other instructions result in higher costs, such costs will be for the Purchaser’s account. If the Purchaser has not issued inspection or shipping instructions by the time the Goods are ready for shipment, CWS may select any reasonable method of shipment, without liability by reason of its selection. Shipments made on Purchaser’s behalf shall be insured at Purchaser’s expense. Shipment of Goods held by reason of Purchaser’s request or inability to receive Goods will be at the risk and expense of Purchaser. Claims for shortages in shipment shall be deemed waived unless made in writing to CWS within ten (10) days from date of invoice.
Payment terms, unless otherwise specified, are 10% (ten percent) with order, 80% (eighty percent) on shipment, and 10% (ten percent) on acceptance after startup (not to exceed 90 days after receipt of goods). All payments are due net thirty (30) days from date of invoice, unless otherwise specified. Overdue payments will be charged interest at the rate of 1.5% (one and a half percent) per month. Purchaser’s failure to make payment when due will be a material breach of the order and these Terms and Conditions. CWS, at its sole option and without incurring any liability, may suspend its performance until such time as the overdue payment is made or CWS receives assurances, adequate in CWS’s opinion, that the payment will be promptly made. In the event of such suspension of performance by CWS, there will be an equitable adjustment made to the delivery schedule and order price reflecting the duration and cost resulting from such suspension. Purchaser may only suspend the order upon CWS’s written consent. In the event of such Purchaser suspension, the delivery time will be changed, taking into account the suspension, and Purchaser will promptly pay CWS for all costs and related overhead costs resulting from such suspension. CWS will equitably re-price the goods and services if the cumulative suspension exceeds ninety (90) days. If in the judgment of CWS, Purchaser’s financial position does not justify the terms of payment specified, CWS may require full or partial payment prior to shipment of the goods. Purchaser agrees to furnish CWS with the required credit information. Payments for all export shipments will be in accordance with the specified payment schedule included herein by way of a confirmed Irrevocable Letter of Credit, established in favor of CWS, drawn on and confirmed by a prime U.S.A. bank that is approved by CWS. This confirmed Irrevocable Letter of Credit is to be established at the time of award of an order. All costs associated with the Letter of Credit will be for the Purchaser’s account.
Federal, state, or local indirect taxes, including but not limited to sales and/or use taxes, VAT taxes, GST taxes, transfer taxes or any similar tax are not included in the prices set forth herein.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).
In return for purchase and full payment for CleanTek Water Solutions, LLC (“CWS”) products, we warrant only that all products manufactured by CWS shall be free from defects in material and workmanship under normal conditions; provided, however, that this warranty shall be limited to products found to be defective within a period of one (1) year from the date product is put into service or eighteen (18) months from the date of shipment, whichever expires first, except as may otherwise be provided by us in writing (“Warranty Period”). This warranty does not cover Purchaser furnished equipment and/or Purchaser furnished materials. OUR OBLIGATION UNDER THIS WARRANTY IS EXPRESSLY AND EXCLUSIVELY LIMITED to replacing or repairing (at our factory, or elsewhere as agreed by us in writing) any part or parts returned to us by Purchaser, and which our examination shall show to have been defective during the Warranty Period. CWS will have no obligation to remedy defect unless, within the Warranty Period, Purchaser provides CWS written notice of its claim within ten (10) calendar days of defect discovery and returns the defective product or part after receipt of shipping instructions from CWS to return such product or part. Upon notification, CWS retains the option to examine the operation of the products at Purchaser’s location to verify operating conditions. In the event this examination discloses no defect, Purchaser shall have no authority to return the products or parts to us for further examination or repair. All transportation costs shall be to purchaser’s account. This warranty shall not apply to any product or part which has been repaired or altered by others, or applied, operated, or installed contrary to our instructions, or subjected to misuse, negligence, or accident. In no event shall CWS incur any obligation to repair or replace products which are determined by CWS to be defective due to customer misuse, or due to use not in accordance with specified operating conditions, and operating and maintenance instructions. Deterioration by chemical action; improper maintenance; or normal wear does not constitute a defect and are therefore not covered by this Warranty. Consumable items are not covered by this Warranty. Our Warranty on accessories and component parts not manufactured by us is expressly limited to that of the manufacturer thereof, unless as agreed by us in writing.
THE FOREGOING WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND OF ALL OTHER LIABILITIESS AND OBLIGATIONS ON OUR PART, INCLUDING ANY LIABILITY FOR NEGLIGENCE: AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY DISCLAIMED: AND WE EXPRESSLY DENY THE RIGHT OF ANY OTHER PERSON TO INCUR OR ASSUME FOR US ANY OTHER RELIABILITY IN CONNECTION WITH THE SALE OF ANY PRODUCT OR PART BY US. UNDER NO CIRCUMSTANCES, INCLUDING ANY CLAIMS FOR NEGLIGENCE, SHALL CWS BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, COSTS OF INSTALLING OR CONNECTING OR REMOVING OR DISCONNECTING, OR ANY LOSS OR DAMAGES RESULTING FROM A DEFECT IN THE PRODUCT OR PARTS.
CWS WILL NOT ACCEPT ANY CHARGES FOR MODIFICATIONS, SERVICING, REPAIR, ADJUSTMENT, OR ANY OTHER ITEM WITHOUT AUTHORITY IN THE FORM OF A WRITTEN ORDER ISSUED BY US IN ADVANCE OF DOING THE WORK.
LIMIT OF LIABILITY: CWS’S TOTAL LIABILITY UNDER THIS ABOVE WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE PART.
SPECIAL WARRANTY LIMITATION NOTE: UNDER NO CIRCUMSTANCES WILL CWS ASSUME ANY LIABILITY OR REPAIR RESPONSIBILITY FOR PARTS, MATERIAL OR PRODUCTS PLACED INTO SERVICE AND OPERATED AFTER START-UP PRIOR TO OWNER ACCEPTANCE, UNLESS EXPRESSLY AGREED BY US IN WRITING. THE ACT OF PLACING CWS PARTS, MATERIAL OR PRODUCTS INTO SERVICE PRIOR TO PAYMENT OF OUR INVOICES FOR THE SAME AND WITHOUT OWNER’S ACCEPTANCE, WILL WITHOUT EXCEPTION VOID THE WARRANTY RESPONSIBILITY OF CWS.
The information, drawings, plans, and specifications being furnished by CWS have been developed at CWS’s expense and shall not be used or disclosed by Purchaser for any purpose other than to install, operate, and maintain the goods supplied hereunder. Purchaser acknowledges that the information contained in such documents is valuable property of CWS, and shall not copy, publish, in whole or in part, or otherwise disseminate or make available such documents or their contents to any other party without the prior written permission of CWS.
The delivery date(s) quoted are based on CWS’s best estimate of a realistic time when delivery to the carrier will be made, and are subject to confirmation at time of acceptance of any resulting order. CWS will not be responsible for any loss or liability suffered by Purchaser as a result of delay in delivery of the Goods. Delivery of the Goods to a common carrier will be deemed a satisfactory delivery by CWS to Purchaser. Except for warranty obligations, CWS’s responsibility for the Goods ceases and title and risk of loss passes to the Purchaser (regardless of whether the purchase price has been fully paid) upon delivery of the Goods to the common carrier for shipment.
CWS shall not be liable for loss, damages, detention, or delays resulting from causes beyond its reasonable control or caused by but not limited to strikes, restrictions of the United States Government or other governments having jurisdiction, delays in transportation, inability to obtain necessary labor, materials, or manufacturing facilities, or any other cause reasonably beyond its control, whether similar or dissimilar to those listed.
The Purchaser will indemnify and hold CWS harmless against any expense or loss or other damage resulting from infringement of patents or trademarks arising from CWS compliance with any designs, specifications, or instructions of the Purchaser. In addition, all license fees and royalties are the exclusive responsibility and liability of Purchaser.
Title and Risk of Loss or Damage
Title, risk of loss and/or damage will pass to the Purchaser upon shipment of the goods.
Purchaser agrees to obtain, at it’s expense, all permit and licenses, if any, required by any regulatory authorities in connection with the installation and operation of the goods. Installation of goods furnished hereunder will be by the Purchaser, unless otherwise agreed to in writing. Field service will be provided on a per diem basis upon written authorization by the Purchaser and will be at the rates in effect at the time such services are provided (applied portal to portal) plus travel expenses, unless otherwise agreed in writing. Field service at the job site to diagnose equipment problems will be provided on a per diem basis at the then-current rates. All field service work will be performed during normal business hours.
Cancellation of any order must be by written notice to CWS and will be subject to cancellation charges, which will include all expenses incurred by CWS and a reasonable profit on the sale. In the event of such cancellation, the Purchaser shall have no rights to partially completed works. CWS reserves the right to cancel any order when Purchaser fails to meet payment terms on the order, and Purchaser agrees to pay any and all costs incurred by CWS up to the date of cancellation. CWS also reserves the right to cancel an order when it is determined that the Goods ordered cannot meet the Purchaser’s specification, capacity, or process requirements.
If Purchaser orders the wrong material, it may NOT be returned to CWS unless the following conditions have been met: CWS has authorized the return of the material, and has issued a Return Material Authorization Number; the material is unused and undamaged; the material is returned with all freight costs paid for by Purchaser; and purchaser pays a restocking fee of ten percent (10%) of the original purchase price.
NOTE: CWS will not authorize or accept the return of any system or cleaning chemicals under any circumstances.
Laws, Codes, and Standards
Except as expressly stated herein, the price and schedule included herein are based on United States laws, codes, and standards in effect as of the date of this order. Should such laws, codes, and standards change and increase or decrease the cost of performing the work or impact the schedule, CWS will advise Purchaser of such change. Purchaser and CWS will mutually agree to any modification of the order resulting from such change.
15. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. CWS WILL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. In no case will CWS’s liability exceed the amount paid to CWS by the Purchaser for the specific Goods giving rise to such liability. Any action against CWS must be brought within eighteen (18) months after the cause of the action occurs. Purchaser agrees to indemnify and hold CWS harmless from and against all liabilities, claims, and demands of third parties of any kind relating to the Goods and their use arising after shipment of the Goods.
No change, modification, or waiver to any terms or scope of the order will be binding and valid unless it is accepted in writing and signed by an authorized representative of CWS.
This order may not be transferred or assigned by operation of law or otherwise, without the prior express written consent of CWS. Any transfer or assignment of any rights, duties, or obligations hereunder without such consent shall be void. Provided, however, that CWS will not be prohibited from subcontracting all or a part of its obligations under this order.
No provision of this agreement will be construed to require CWS to export or deliver any technical information, data, and/or equipment if such export or delivery is then prohibited or restricted by any law or regulation of the U.S. Government. Purchaser will comply with all applicable export and reexport control laws and regulations, including without limitation, the Export Administration Regulations (15 C.F.R. Parts 730, et seq.) maintained by the U.S. Department of Commerce and the Office of Foreign Assets Control Regulations (31 C.F.R. Chapter V) of the U.S. Treasury Department. Specifically, Purchaser will not, directly or indirectly, sell, export, reexport, transfer, provide, divert, loan, lease, consign, or otherwise dispose of goods, services, software, source code, or technology received in connection with this order to any person, entity, or destination prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Notwithstanding any other provision of this order, Purchaser will not be required to take or refrain from taking any action penalized under the laws of the United States or any applicable foreign jurisdiction, including without limitation, the antiboycott laws administered by the U.S. Commerce and Treasury Departments.
CWS will not be required to perform its obligations under these Standard Terms and Conditions of Sale, nor will CWS be liable for its failure to perform, for causes beyond the reasonable control of CWS.
All matters involving the validity, interpretation, and application of these Standard Terms and Conditions of Sale will be controlled by the laws of the State of Minnesota, United States of America. Purchaser hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in connection with this Order shall be instituted in the courts of the State of Minnesota, or the United States court sitting in Hennepin County, State of Minnesota, and hereby irrevocably accepts and submits to, generally and unconditionally, the jurisdiction of any such court and to all proceedings in such court. The parties disclaim any applicability of the U.N. Convention on the International Sale of Goods to the order.
All rights and remedies conferred by these Standard Terms and Conditions of Sale shall be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any term or condition shall not be deemed a waiver of future enforcement of that or any other terms or conditions. If legal action is brought for the enforcement of these Standard Terms and Conditions of Sale, the successful party shall be entitled to recover attorney’s fees and other costs incurred in such action.
In the absence of a written acceptance by the Purchaser, an acceptance of any goods offered by CWS will constitute an acceptance of these Standard Terms and Conditions of Sale.