Terms & Conditions

TERMS AND CONDITIONS OF SALE

1. Acceptance. Purchase Orders shall be considered final upon acceptance by Fractal Water, LLC (hereinafter “Supplier”) by issuance of a written order confirmation.

2. Pricing. Price quotations and terms shall remain in effect for thirty (30) days from date of issuance. Supplier reserves the right to modify prices, minimum quantities, and terms by issuing a new quotation.

3. Payment Terms. Terms of payment shall be Net thirty (30) calendar days from the date of invoice for all Product shipments.

4. Finance and Collection Charge. Purchaser agrees to pay a finance charge, at a monthly rate of 2%, on past due invoices where allowed by applicable law. Purchaser further agrees to reimburse Supplier for all costs of collection incurred by Supplier, including, without limitation, all court costs and reasonable attorney fees.

5. Taxes. Purchaser is responsible for all sales, use, and similar taxes, and agrees to reimburse Supplier for any such taxes collected or required to be collected by Supplier.

6. Credit Limits. Credit limits shall be determined and modified at the sole discretion of the Supplier.

7. Shipping Terms. Shipping terms for shipments within the United States are F.O.B. Supplier Point of Shipment. Shipping terms for international shipments are EXW Supplier Point of Shipment.

8. Title and Risk of Loss. Title to and risk of loss and damage to the Products shall pass to Purchaser immediately upon delivery of the Products by Supplier to the carrier at the shipping point.

9. Inspection. Purchaser or its designated representative shall inspect all Products within seven (7) calendar days of delivery and immediately notify Supplier of any Product that is alleged to be defective, short, or not conforming.

10. Shortages / Over shipments. In the event that Supplier delivers less than the scheduled requirement and Supplier is notified of the shortage within seven (7) calendar days of receipt, Supplier shall ship, at Supplier cost, the balance of such scheduled requirement as soon as practical.

11. Shipping Damage. All claims for transportation damage shall be filed and processed by the Purchaser.

12. Mode of Shipment. In the event that Purchaser specifies in a Purchase Order the shipping carrier, type of service, and routing to be used, all risks of delay or damage resulting from such specification shall be assumed by Purchaser.

13. Purchase Orders. Purchaser shall order Products from Supplier by issuing a Purchase Order to Supplier. Each Purchase Order shall specify the Product ordered, the quantity, the requested delivery date and the delivery destination.

14. Cancellation. All requests for cancellation or changes of Purchase Orders must be submitted in writing by Purchaser.

15. Returns / Shipping Carrier Damage and Count Discrepancies.

(a) Purchaser may submit a request for return of Suspected Defective Products. Supplier shall not consider a return request valid unless submitted in writing within thirty (30) calendar days of receipt of the Products by the Purchaser.

(b) Supplier shall evaluate the Return Request in a timely manner and may request a sampling be sent. Purchaser shall not return any Product to Supplier without a written Return Material Authorization (RMA) from Supplier.

(c) Upon receipt of such Products, Supplier shall inspect the Products and, at its sole discretion, accept or reject the return claim.

16. Specifications. All Products shall be manufactured to meet Supplier current manufacturing and engineering standards and specifications.

17. Warranty. Supplier warrants that, at time of shipment, the Products furnished by Supplier are free from defects in material and workmanship under normal use and service for a period of one (1) year from date of shipment.

17.1 Disclaimer. Except for the Warranty set forth in Section 17 above, Supplier makes no Warranty whatsoever with the Product. Supplier disclaims all other warranties, whether express, implied, or statutory, including any warranty of merchantability or fitness for a particular purpose.

17.2 No Consequential or Indirect Damages. In no event shall Supplier or any of its representatives be liable to Purchaser or any third party for any consequential, incidental, indirect, special, or punitive damages of any kind.

18. Force Majeure. Supplier shall not be liable for failure to perform any of its obligations under this Agreement to the extent such failure is caused by circumstances beyond Supplier reasonable control.

19. Confidentiality. It is understood and agreed to that the recipient of this correspondence identified with Fractal Water, LLC and the disclosing party, Fractal Water, LLC may provide certain information that is and must be kept confidential. To ensure the protection of such information, both parties agree that confidential information of Fractal Water, LLC shall not be disclosed to any third parties without prior written consent.