Terms & Conditions
NOTICE TO CUSTOMER: PLEASE READ CAREFULLY. THESE GENERAL TERMS AND CONDITIONS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND REMEDIES.
1. Contract
This contract of sale ("contract") consisting of these general terms and conditions and the acknowledgement upon the reverse side on which they appear is between Well Master Corporation ("Corporation") and ("Purchaser") agreeing to purchase from Corporation all or any part of the Equipment covered by this Contract ("Equipment").
2. Delivery
Unless otherwise specified, delivery shall be F.O.B. the Corporation's business location, shipment shall be by any reasonable means chosen by Corporation, and Corporation shall not be obligated to notify Purchaser of shipment. Regardless of any other terms hereof, risk of loss shall pass to Purchaser upon Corporation's delivery of Equipment. Any delivery date which may be specified herein is approximate and may vary within reasonable limits. Delivery may be in lots determined by Corporation. Payment for Equipment and services hereunder is due within 30 days of receipt of invoice. Payment shall be made at Corporation's address on the reverse side hereof. If payment is not received within 30 days of the invoice date, the amount owing to Corporation shall bear interest at the rate of one and one half percent per month (18% per annum) until paid in full.
3. Warranty
All service Equipment manufactured by Corporation is warranted for 90 days from purchase date or installation date, whichever is earlier, against defects in material and workmanship. Determination of reasons for any Equipment failure is to be made solely by Corporation. EQUIPMENT NOT MANUFACTURED BY CORPORATION IS NOT WARRANTED BY CORPORATION BUT BY ITS ORIGINAL MANUFACTURER TO THE EXTENT ANY WARRANTY EXISTS. NO OTHER WARRANTY IS EXPRESSED OR IMPLIED (WHETHER ARISING BY ACTION OF LAW OR OTHERWISE) AND CORPORATION, ITS ASSIGNS AND SUCCESSORS, ARE HEREBY HELD HARMLESS BY PURCHASER FROM ANY OBLIGATIONS OR LIABILITIES RESULTING FROM EQUIPMENT FAILURE OR INJURY. THIS DISCLAIMER OF WARRANTY AND LIABILITY APPLIES TO ALL EQUIPMENT NOT MANUFACTURED BY CORPORATION. EQUIPMENT MANUFACTURED BY CORPORATION, BUT OUTSIDE THE 90DAY WARRANTY HEREIN. AND ALL SUBSURFACE EQUIPMENT REGARDLESS OF MANUFACTURER. THERE IS NO IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THERE ARE NO OTHER WARRANT IES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS CONTRACT. No person is authorized to give any warranties on the Corporation's behalf or assume any other liability for the Corporation. Purchaser agrees to indemnity and hold Corporation harmless from all loss, damage, expense, cost, or liability of whatever kind or nature including, but not limited to, attorney's fees, as a result of any action, suit, or claim of any kind instituted against Corporation as a result of any accident, injury, or destruction of property of any kind where the Equipment is located. This indemnification shall extend to all subsequent Purchasers or users of this Equipment.
4. Condition of Equipment and Service
Purchaser agrees that all Equipment has been delivered and/or installed according to its specifications, is in new or serviceable condition, is acceptable to Purchaser and that all work has been accomplished to the satisfaction of Purchaser.
5. Recourse for Nonpayment
If payment is not received within 60 days of the date of the invoice for the Equipment and/or services purchased hereunder. Purchaser agrees and guarantees that Corporation has justifiable and legal access to the lease or location where the Equipment is located for the purpose of recovering and repossessing said Equipment. Corporation may repossess the Equipment at its election without filing a lien or taking other legal action, provided, however, that repossession by Corporation in no manner waives Corporation's rights and remedies under this Contract or the law to initiate additional action against Purchaser for damages sustained resulting from breach of contract and nonpayment. Purchaser further agrees, at Purchaser's expense, to retrieve all subsurface Equipment not paid for within 30 days of written request from Corporation to retrieve said Equipment unless payment is made in full within such 30 days.
6. Remedies
Corporation's liabilities whether in contract or in tort, arising out of warranties, representations, instructions, or defects of any nature shall be limited to repairing or replacing, as Corporation may elect, and equipment or part thereof of the Corporation's manufacture which is returned, with transportation charges paid, to Corporation and as to such examination discloses to Corporation's satisfaction any defect in material or workmanship, provided, however, that this repair or replacement shall take place within the 90day warranty period set forth in paragraph 3. Purchaser shall bear all expenses of shipping any such parts to and from Corporation's place of business. Purchaser's remedy, as provided in this paragraph, is any incidental or consequential damages. Purchaser agrees to pay all costs, including Attorneys' fees and costs of litigation, which may be incurred by Corporation or to enforce any other rights of Corporation.
7. Taxes
Purchaser shall pay to Corporation, in addition to the purchase price, the amount of all sales, use, or other taxes that may be imposed on this transaction by federal , state, or local government, or any subdivision thereof, but only when Corporation is required by law to collect or pay such taxes.
8. Safety and Environmental Standards
Corporation shall not be responsible for the compliance of the Equipment with any federal, state, or local safety regulations or environmental standards.
9. Additional Provisions
(a) Corporation shall not be responsible for any delay or failure of delivery resulting from any act of God, labor dispute, fire, or other casualties, international or domestic conflict, difficulty in obtaining materials, labor or transportation, energy shortage, delay in shipment by Corporation's suppliers, or any other cause beyond its reasonable control;
(b) The rights and duties of the parties hereunder shall be binding upon and inure to the benefit of their respective successors and assigns;
(c) This Contract shall be interpreted in accordance with the rights and duties of the parties in connection with the sale and purchase of the Equipment and shall be governed by the laws of the State of Colorado;
(d) This Contract is intended by the parties to be the final expression and the complete and exclusive statement of all the terms of the agreement between the parties. Captions appear in the Contract only for convenience, and they shall not affect the meaning. This Contract shall not be modified or amended except in a writing signed by the parties;
(e) The failure to require strict compliance or performance of any one or more terms of this Contract on one or more occasions shall not be deemed a waiver of that or any other term or condition on that or any other occasion. Any waiver of a right or remedy under this contract must be contained in a writing signed by the waiving party;
(f) The confirmation and acceptance embodied in this Contract is expressly made conditional on Purchaser's assent to any and all terms hereof, even though such terms may add to or differ from terms of the offer accepted hereby. If such offer contains terms which add to the terms hereof, this acceptance is expressly made conditional on the Purchaser's assent to the deletion of any such additional terms from the offer accepted hereby.
10. Price Quotes
Prices quoted will be honored within the thirty (30) days if the order received is for the total quantity previously quoted.
11. Order Cancellation
Purchase orders, once placed and accepted, can be canceled or changed only with the written consent of Well Master Corporation. In no event shall the Purchaser be permitted to cancel any order without payment to Well Master Corporation for costs, both incurred and committed to, at the date of cancellation.
12. Substitutions
Well Master Corporation reserves the right to make substitutions or design and construction modifications to products or services provided these changes do not significantly affect the performance of those products or services.
13. Marketing Visuals
The diagrams and illustrations used in brochures, quotations and other literature are for explanatory purposes, and are generally typical of the products described; however, individual products may differ from these diagrams and illustrations.
14. Recommendation Errors
All products specified and configured are based on Well Master Corporation’s best understanding of the Purchaser’s application. No guarantee can be made as to the accuracy or completeness of Purchaser’s data supplied as a representation of the application. WMC uses reasonable practices, as good or better than customary industry practices, to assure the accuracy and completeness of product selection and configuration, but is not liable for errors in the selection or configuration of its products