Terms & Conditions
The following terms and conditions, including those on the front side of this document, shall constitute the entire Agreement for the purchase and sale of Flow Dynamics & Automation, Inc. products. Any acceptance contained herein is made expressly conditional upon the Purchaser’s assent to the terms which are different from, in addition to, or vary the terms contained in the Purchasers purchase order or request for quotations. Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term or terms within 14 days from the receipt hereof. Any terms and conditions contained in the Purchaser’s purchase order or request for quotation which are different from, in addition to, or vary Flow Dynamics & Automation, Inc. terms and conditions shall not be binding upon Flow Dynamics & Automation, Inc. and Flow Dynamics & Automation, Inc. hereby objects thereto.
Prior to the date of delivery of any product or products hereunder, the Purchase shall have the right to make changes in its order provided that Flow Dynamics & Automation, Inc. receives written notice of the desired changes and accepts the same and provided further that the Purchaser accepts the additional charge therefore as determined by shall have the Flow Dynamics & Automation, Inc. Changes which interfere with or after Flow Dynamics & Automation, Inc. production schedules will not be acceptable unless the time of performance is extended for such period as deemed necessary by Flow Dynamics & Automation, Inc. Failure of Flow Dynamics & Automation, Inc. to accept a Purchaser’s request to change its purchase order shall not be cause for Purchaser’s cancellation of its order except upon payment of a cancellation charge to be determined by Flow Dynamics & Automation, Inc.
- Flow Dynamics & Automation, Inc. shall have the absolute right to cancel this Agreement upon breach thereof by the Purchaser, failure by the Purchaser to make any payment required by the Agreement, or insolvency or bankruptcy of the Purchaser.
- A purchase order or any part thereof which is hereby accepted by Flow Dynamics & Automation, Inc. may not be cancelled unless and until Flow Dynamics & Automation, Inc. receives written notice of the cancellation, has determined the additional charge to be made and the same has been accepted and paid by the Purchaser. Upon receipt of a notice of cancellation, Flow Dynamics & Automation, Inc. shall be entitled to take whatever action it deems necessary and advisable to minimize cancellation charges.
- Flow Dynamics & Automation, Inc. warrants, except as hereinafter provided, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use service for a period of one year after shipment thereof to the original purchaser.
- FLOW DYNAMICS & AUTOMATION, INC WARRANTY EXTENDS ONLY TO PRODUCTS ASSEMBLED BY IT AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY PRIOOR WRITTEN OR ORAL REPRESENTATIVE REGARDING SUCH PRODUCTS MADE BY FLOW DYNAMICS & AUTOMATION, INC., ITS EMPLOYEES, AGENTS OR REPRESENTATIVES.
- PRODUCTS, OR COMPONENTS THEREOF SUPPLIED, BY ANY OTHER PARTY TO FLOW DYNAMICS & AUTOMATION, INC. WHICH ARE NOT ASSEMBLED BY FLOW DYNAMICS & AUTOMATION, INC. ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
- Flow Dynamics & Automation, Inc. reserves the right to inspect products claimed defective under warranty either at the Purchaser’s location or at Birmingham, Alabama. A defective product is not to be returned to Flow Dynamics & Automation, Inc. plant unless authorized by Flow Dynamics & Automation, Inc. Products so returned shall be returned to Flow Dynamics & Automation, Inc. plant, freight prepaid. Any product proving defective due to faulty assembly within one year from date of shipment will be replaced or repaired free of charge, FOB Flow Dynamics & Automation, Inc. plant, Birmingham, Alabama. Flow Dynamics & Automation, Inc. assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product of other costs, or for the expense of repairs made outside of its factory except when made pursuant to Flow Dynamics & Automation, Inc. prior to written consent. Flow Dynamics & Automation, Inc. at its option, may ship a replacement or replacements immediately under standard billing an make warranty adjustment after inspection of the defective product by means of credit memorandum.
Flow Dynamics & Automation, Inc. shall not be liable for damages of for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by an agency of the United States Government, fires, floods, storms and other acts of God, accidents, strikes, insurrections, war, shortage of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of Flow Dynamics & Automation, Inc. to perform for these reasons a foresaid shall not be grounds for Purchaser’s cancellation of its order but the delivery date shall be extended accordingly.
Limitation of Liability
No claim made hereunder by the Purchaser, whether as to goods delivered or for non-delivery shall be greater than the purchase price of the goods in respect of which such claims are made, and Flow Dynamics & Automation, Inc. shall under no circumstances be liable for consequential damages.
- The Agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of Flow Dynamics & Automation, Inc., any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever.
- Flow Dynamics & Automation, Inc., failure to insist, in one or more instances upon the performance of any terms of the Agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall continue in full force and effect.
- Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address first above written. Any such notice, if so mailed, shall be deemed to have received on the third business day following mailing. Either party hereto may change its address for notice purposes by written notice to the other party.
- The paragraph headings in this Agreement are used for convenience only. They form no part of this Agreement and are in no way intended to alter or affect the meaning of this Agreement.
- This Agreement may be amended at any time by mutual agreement of the parties hereto by an endorsement to this Agreement signed by each of them.
- The invalidity, in whole or in part, of any provision of the Agreement shall not affect the validity or enforceability of any other of its provisions.
- This Agreement shall be made in, governed by and construed in accordance with the laws of the State of Alabama.
- We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended and of regulations and orders of the United States Department of Labor Issued under Sections 14 thereof.
- All reasonable attorneys’ collections costs will be charged to customer if referred for collection and further waive any exception under the laws of the state of Alabama or any other laws.
All applicable federal, state and local sales, use, or excise taxes are the responsibility of the Purchaser and shall be in addition to the price or process stated on the front side of this document unless specifically stated. Flow Dynamics & Automation, Inc. shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.
- CASH PAYMENT: Net 30 days. A 2 ½% interest rate per month will be charged on balances which are over 30 days.
- FOB – Shipping Point unless otherwise stated.
All returns are subject to a 25% restock fee and will only be accepted with prior approval and a Flow Dynamics issued RGA number.