CHART INC. Terms & Conditions of Sale
  • General. The terms and conditions contained herein, together with any additional or different terms contained in Chart Inc.'s ("Chart") proposal, if any, submitted to Buyer (which proposal shall control over these terms and conditions to the extent it contains any conflicting terms and conditions) constitute the entire agreement between the parties with respect to the subject sale and supersedes all prior communications and agreements. Acceptance by Chart of Buyer's order, and/or Buyer's acceptance of Chart's proposal is expressly limited to and conditioned upon Buyer's acceptance of these terms and conditions which may not be changed or waived except in a writing signed by both parties. Any additional, inconsistent or different terms and conditions contained in Buyer's purchase order or other documents supplied by Buyer are hereby expressly rejected. Unless the context otherwise requires, the term "Equipment" as used herein includes all goods, equipment, parts, and accessories sold to Buyer by Chart. Unless the context otherwise indicates, the term "Services" as used herein shall mean labor, supervision and project engineering services provided by Chart. As used herein, the term "Buyer" shall include the initial end user of the Equipment and/or Services.
  • Payment Terms. Unless a different payment schedule is agreed to in writing, payments for domestic sales are due net thirty (30) days. Late payments are subject to a 1.5% late charge per month. Payments for export sales to be made in accordance with the specified payment schedule by way of a confirmed, irrevocable letter of credit established in favor of Chart on a USA bank to be designated by Chart. Costs associated with the letter of credit will be to Buyer's account. Performance schedules are based on receipt of letter of credit within thirty (30) days of award.
  • Taxes. Federal, state, local, or value added sales and/or use taxes measured on the price of Equipment are not included in the price.
  • Time Limit. All quotations are valid for a period of thirty calendar days.
  • Acceptance. Acceptance of Equipment occurs at point of manufacture.
  • Warranty.General. Chart warrants that all Equipment manufactured by Chart shall be free from defects in material, workmanship and title; provided, however, that this warranty shall be limited to Equipment found to be defective within a period of one (1) year from initial use or eighteen (18) months from date of shipment, whichever expires first, except that parts sold as a spare or for replacement are warranted for one (1) year from the date of shipment or until the expiration of the recommended service period, whichever expires first. In the event the Equipment constitutes heat exchanger(s), then Chart also warrants the same to be new and in accordance with Chart's applicable brazed aluminum heat exchanger specifications and drawings, which may have been submitted to and approved by Buyer. Resale products only carry the warranty offered by their original manufacturer. This warranty does not cover Buyer furnished designs, goods, equipment, and/or materials. In no event shall Chart incur any obligation to repair or replace Equipment which Chart determines to be defective due to customer misuse, abuse, neglect, operated outside the specified design and/or feed conditions, corrosion or erosion, or not used in accordance with normal operating and maintenance instructions. Chart shall not incur any warranty obligation hereunder with respect to Equipment which is modified in any way by Buyer without Chart'•s prior written approval. Installation by Buyer at regular intervals of normal maintenance parts does not constitute modifications. Services. Chart warrants its Services against defects in workmanship for a period of ninety days from date of their completion.
  • Exclusive Remedy. Equipment/Services Remedy Should any failure to conform with the applicable warranties appear during the specified periods under normal and proper use and provided the Equipment has been properly stored, installed, operated and maintained and if given prompt written notice by Buyer and Chart has been given ten (10) days to inspect said Equipment (and provided Buyer has helped identify the problem and appropriately decontaminated the Equipment) before any corrective actions are taken, then Chart shall correct such nonconformity by, at its option, (1) repair or replacement of the nonconforming Equipment or parts thereof, or (2) refund the purchase price of the nonconforming Equipment or parts thereof, or (3) in the case of nonconforming Services, provide equivalent Services at the job site or refund the price therefor. Repairs or replacements made pursuant to warranty shall not renew or extend the applicable original warranty period, provided however, that any such repairs or replacement of Equipment or parts thereof shall be warranted for the time remaining in the original warranty period or thirty days, whichever is longer. Chart shall not be responsible for providing working access to the defect, including disassembly and reassembly of Equipment or for providing transportation to and from Chart's repair or factory facility, all of which shall be at Buyer's risk and expense. These warranties shall also not apply to any Equipment or parts thereof which: (1) have been improperly repaired or altered; (2) have been subjected to misuse, excessive external forces, negligence or accident; (3) have been used/operated in a manner contrary to Chart's instructions, specifications and drawings; (4) are comprised of materials provided or a design stipulated by Buyer; (5) are used equipment; or (6) result from normal wear and tear. Any repair or alteration without Chart's written approval shall act to void any existing warranty. Buyer also agrees to defend, indemnify and hold Chart harmless from any third party claims arising out of Buyer's use, sale, or lease of said furnished Equipment.
  • Disclaimer. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL File: Chart Inc. T&Cs of Sale (Uniform) 6-20-01/DJG/T&Cs. OTHER WARRANTIES OF QUALITY, PERFORMANCE AND DESIGNS, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXPRESSLY DISCLAIMED BY CHART AND ALL EQUIPMENT MANUFACTURERS.
  • Termination. No termination by Buyer for default shall be effective unless, within fifteen (15) days after receipt by Chart of Buyer's written notice specifying such default, Chart shall have failed to initiate and pursue correction of such specified default.
  • Excusable Delays. The schedule for shipment of Equipment and/or performance of Services will be modified for delays resulting from causes beyond Chart'•s reasonable control, including 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.
  • Shipment. All domestic shipments are F.O.B. point of manufacture. Export shipments are Ex Works with responsibilities as defined in INCOTERMS 2000. If Chart agrees in writing to prepay transportation and insurance charges, then Buyer will be invoiced and agrees to pay the actual cost of the same. Claims for shortages in shipment shall be deemed waived unless made in a writing received by Chart within ten (10) days after delivery. Shipment dates quoted are based on Chart's best estimate of a realistic time when shipment will be made, and are subject to change due to prior sales. Shipment dates will be confirmed on Chart's acceptance of any resulting order. Chart may make early shipment or partial shipments and invoice Buyer accordingly.
  • Laws, Codes and Standards. Except as expressly stated herein, the price and schedule included herein are based on laws, codes, and standards in effect as of the date of the subject sale. If such laws, codes, and standards change and increase or decrease the cost of performing the work or impact the schedule, then Chart will advise Buyer of the same. Buyer and Chart shall promptly negotiate in good faith and mutually agree upon any modification to the order resulting from any such change.
  • Title and Risk of Loss or Damage. Despite any agreement with respect to delivery terms or prepayment of transportation or insurance charges, the risk of loss or damage shall pass to Buyer and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment. Title to the Equipment sold shall remain in Chart until paid for in full.
  • Installation. Installation of Equipment furnished hereunder shall be by Buyer, unless otherwise agreed to in a writing signed by Chart's duly authorized representative.
  • Field Service. Field service will be provided on a per diem basis upon written authorization by Buyer and at Chart'•s rates in effect when such Services are provided.
  • Cancellation. Cancellation of any order must be by written notice to Chart and will be subject to Chart's cancellation charges.
  • Intellectual Property. Buyer shall defend, indemnify and hold Chart harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of patents, copyrights or trademarks arising from Chart's compliance with Buyer's designs, specifications or instructions. Unless otherwise agreed to in a writing signed by Chart's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Chart or Buyer shall exclusively remain with Chart. Any design, manufacturing drawings or other information submitted to Buyer shall remain the exclusive property of Chart. Buyer shall not, without Chart's prior written consent, copy nor disclose such information to any person. The information, drawings, plans, standards, and specifications furnished by Chart were developed at Chart's expense and may not, without Chart's prior written consent, be used nor disclosed by Buyer for any purpose other than to install, own, operate, and maintain the subject Equipment. If Chart's Equipment is held to infringe a United States patent in effect as of the date of this agreement, then Chart may at its option procure for Buyer the right to use the Equipment; modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Buyer. The foregoing is Chart's entire liability on patent infringements.
  • Assignment. This agreement may not be transferred or assigned by operation of law or otherwise, without the prior express written consent of Chart. Any transfer or assignment of any rights, duties or obligations without Chart's consent shall be void.
  • Limitation of Liability. In no event shall Chart, ITS AFFILIATES, suppliers and subcontractors be liable to Buyer nor to any third party for any special, indirect, incidental or consequential damages, including but not limited to loss of profits, loss of use, cost of capital, cost of substitute equipment, downtime costs, delays NOR FOR ANY PENALITIES, whether any such claim FOR THE same is based on contract, warranty, tort, negligence, strict liability or otherwise. Chart's liability for any such claims whether in contract, warranty, negligence, tort, strict liability, or otherwise or for any loss or damage arising out of, connected with THIS AGREEMENT or the performance or breach thereof, or from ANY DESIGN, sale, INSTALLATION, OPERATION OR USE of the equipment or performance of ANY services covered by this agreement, shall in no event exceed the PURCHASE price paid to Chart by Buyer for the specific Equipment OR PART THEREOF or for the Services giving rise to THE CLAIM.
  • Export Sales. In no event shall Chart be required 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. Buyer to secure all licenses.
  • Governing Law. This agreement is exclusively governed by the laws of the State of Ohio, excluding its conflicts of laws. Buyer agrees all causes of action under this agreement shall expire unless brought in court of law located in Cleveland, Ohio, to which Buyer does hereby consent to the jurisdiction of the same, within one year of the date of the occurrence of the event giving rise to any such claim.
  • Headings. The headings used throughout are for convenience only and shall be given no legal effect. Fax copies shall be given the full force and effect as an original.
  • Entire Agreement. These terms and conditions constitutes the complete and exclusive agreement between Chart and Buyer and there are no agreements, unEntire Agreement. These terms and conditions constitutes the complete and exclusive agreement between Chart and Buyer and there are no agreements, understandings, restrictions, warranties, or representations between Chart and Buyer other than those set forth herein or herein provided for.