- Gas Industry Products
- Fire Equipment
1. DEFINITIONS. The word “Seller” as used herein shall mean
LaFrance Equipment Corp. The word “Buyer” shall mean the party to whom the LaFrance product is sold. The term “Product” means firefighting, safety, emergency and other equipment sold by Seller.
2. ACCEPTANCE. All Contracts and orders are subject to final
acceptance at the home office of Seller at Elmira, New York.
The terms and conditions herein contained, any additional “Supplement to Terms and Conditions of Sales”, and terms and conditions stated in Seller’s quotations shall constitute the only agreement between Seller and Buyer. Any terms and conditions originating with Buyer are hereby expressly rejected and shall not be or become a part of the contract between Buyer and Seller unless specifically accepted in writing by a duly authorized officer of Seller. Seller’s quotation is made subject to prior sales to third parties. In any event, said quotation will become void if not accepted by Buyer with 30 days from the date of the offer.
Seller reserves the right to hold shipment of telephone or oral orders until written confirmation has been received from Buyer. Buyer assumes full responsibility for inaccurate or incomplete data supplied on special orders.
3. PRICES. All prices are subject to change without notice at any time and are based in part on the applicability of the Terms and Conditions set forth herein. Should Buyer desire other or different terms, the prices may be adjusted accordingly.
Prices are F.O.B. Point of Shipment for equipment boxed, crated or skidded for domestic shipment (export packing charges are extra). Prices are those in effect at the time the order is shipped from LaFrance Equipment Corporation, P.O. Box 333, Elmira, New York 14902. Seller reserves the right to cancel Buyer’s order in the event that (a) any government prices regulation, schedule or ceiling prescribes a price lower than Seller’s price as established in the order acknowledgment or in any way prevents Seller from purchasing or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Seller from adjusting its prices when the cost of any such commodity or service is increased, and (b) in the event any major change in economic conditions renders Seller’s performance unprofitable.
4. TAXES. Prices do not include any sales, use, excise, property or other such taxes that may be levied on the transaction by local, state, federal or foreign governments. Any taxes Seller is required to collect from Buyer will be added to the invoice or billed separately to Buyer.
5. TERMS OF PAYMENT – DOMETIC. Unless otherwise specified in
Seller’s quotation, the terms of payment will be net cash 30 day from date of invoice, subject to credit approval by Seller’s credit department. In cases where shipment of a completed Product is delayed at request of Buyer, Seller reserves right to issue invoice for the Product as of the date it becomes ready for shipment. Late charges at the rate of 1-1/2% per month (18% annually) may be charged on past due accounts.
TERMS OF PAYMENT – FOREIGN. Unless otherwise specified in the quotation and upon Seller’s acceptance of the order, the terms of payment shall be through an irrevocable letter of credit, all payments to be made in United States Dollars. Letter of Credit to be established through and confirmed by a New York bank and shall provide for payment against Seller’s sight draft accompanied by a commercial invoice and Buyer’s forwarding agent’s receipt acknowledging delivery of equipment to a United States port and by such other documents, if any, as may be required by the governments involved.
6. PRODUCTION ESTIMATES. Any projected production figures and performance data are estimates based on Seller’s understanding to the machineability of material, amount of material to be removed. Accuracy desire, available facilities, operator skill and other specified factors affect production, and do not constitute a guarantee of production.
7. DELIVERY. The quoted delivery dates are approximate and a more specific date will be established upon Seller’s acceptance of Buyer’s order. Delivery dates are subject to revision at any time due to causes beyond Seller’s control. These would include, but not be limited to, delay in receipt of Buyer’s signed order or complete specifications, fire, shortages of material, transportation delays, strikes, failure of suppliers or subcontractors to meet delivery schedules, war, riots and any action by or priority system imposed by authority of any government agency. Any delay or nondelivery caused by the foregoing shall not result in liability for Seller.
Delivery to a common carrier or licensed trucker shall constitute tender of delivery to Buyer and all risk of loss or damage in transit shall be borne by Buyer. In no event shall Seller be held liable for damages or contingent expenses caused by delays in delivery.
Seller reserves the right to stoppage in transit and to repossess equipment notwithstanding delivery to the carrier, until payment in full has been made to Seller and as further security for payment, Buyer hereby grants a security interest in all Products until paid for in full to Seller with all of the rights and remedies of a secured party under the Uniform Commercial code.
No claim relating to quantity, condition, loss or damage to the goods made by Buyer will be accepted by Seller after 30 days after date of shipment.
8. WARRANTY, DISCLAIMER, LIMITATION OF LIABILITY AND REMEDY. Seller warrants to the original Buyer that Products sold directly by Seller or through an authorized representative will be free from defects which are not commercially acceptable in material and workmanship for a period of 12 month from date of shipment when used by the original Buyer within limits of rated and normal usage.
The terms of this warranty do not in any way extend to any Product or part thereof which has a life under normal usage inherently shorter than the one-year period indicated above. Seller’s obligation and liability with respect to components shall be limited to the extent of express warranties received by Seller from such component manufacturers.
This warranty is void and of no effect and Seller shall not be liable for any breach of warranty, express or implied, if the equipment or any part or component thereof shall have been repaired or altered by persons other than Seller unless expressly authorized in writing by Seller, or if the equipment is operated or installed contrary to Seller’s instruction, or subjected to misuse, negligence or accident.
Written notice of any claimed defect within the warranty period must be presented to Seller immediately upon Buyer’s discovery of the defect.
Seller shall have the option to inspect any parts claimed to be defective either at Seller’s place of business or at Buyer’s place of manufacture while the Product is in the claimed defective condition. No return shall be accepted unless Seller has had an opportunity to inspect the equipment or has expressly authorized the return. Operation of the Product must be suspended until written clearance is issued for continued operation, provided that Seller, upon receipt of written notice of a claimed defect, will proceed without unreasonable delay to remedy any defect coming within the warranty which is found to exist. During the warranty period, parts found to be defective by Seller’s inspection will be furnished free of charge, shipment F.O.B Point of Origin.
THERE ARE NO OTHER WARRANTIES THAT EXTEND BEYOND THE WARRANTY HEREIN CONTAINED. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IS IN LIEW OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITIES ON SELLER'S PART. No statement, oral or written, inconsistent with this warranty is binding on Seller. No agent, employee or representative of Seller, other than an officer duly authorized, has any authority to bind Seller to any confirmation, representation or warranty concerning Seller’s Product beyond that specifically included in the warranty contained herein. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGE OR EXPENSE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURIES AND LOSS OF PROFITS ARISING IN CONNECTION WITH ANY CONTRACT RO WITH THE USE, ABUSE, UNSAFE USE OR INABILITY TO USE SELLER’S PRODUCTS. Seller’s maximum liability shall not exceed and Buyer’s remedy is limited to either (a) repair or replacement of the defective part or Product, or, at Seller’s option, (b) return of the Product and refund of the purchase price; and such remedy shall be Buyer’s entire and exclusive remedy.
The sole purpose of the stipulated exclusive remedy shall be to provide Buyer with free repair or replacement of defective Products, or refund of the purchase price, in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace defective Products, or to refund the purchase price, in the prescribed manner.
9. REPAIRS AND SERVICE – NON-WARRANTY. The cost of all servicing
of Equipment not provided for in preceding sections may be charged for by
Seller at a per diem rate per man per work day plus transportation and
10. CANCELLATION. Upon written request from Buyer to cancel all or
part of an order, Seller will stop all work as promptly as possible. Any and
all work that is complete on date of notification in writing to stop work or
cancel shall be invoiced and paid in full. For work that is not completed, a
cancellation charge will be rendered in lieu of liquidated damages.
Cancellation charge will be computed on the basis of Seller’s full cost plus
15% (for all engineering work, all work in process and raw materials, all
supplies and all commitments made by Seller in connection with the order)
less such allowances as Seller may be in a position to make for any
standard components and for the balance of the material as scrap. Buyer
shall promptly instruct Seller as to the disposition of the Product and
Seller, if instructed, shall hold the Product for Buyer’s account. All costs of
storage, insurance handling, boxing or other costs in connection therewith
shall be borne by Buyer. This paragraph shall not apply to goods specially
made or ordered for Buyer.
11. PROPERTY RIGHTS. Seller retains for itself any and all property rights
in and to all designs, engineering details and other data pertaining to any
equipment designed in connection herewith and to all rights of discovery,
Invention or patent rights arising out of work done for Buyer. Buyer
expressly agrees that it will not assert any property rights therein, except
the rights for itself and subsequent owners to use the equipment. Any
prints, brochures, drawings or other information furnished to Buyer by
Seller are intended solely for the confidential use by Buyer and shall remain
the property of Seller, and shall not be used to the detriment of Seller’s
12. PATENT INDEMNITY. If any Product furnished by Seller is rightfully claimed to infringe on any United States patent issued at the time Buyer’s order is accepted, Seller agrees, at its option, (a) to procure for Buyer the right to use the Product, or (b) modify or replace the Product so as to avoid infringement, or (c) to accept redelivery of the Product and reimburse Buyer for the purchase price and any transportation expenses incurred by Buyer. Should any litigation be instituted against Buyer based on a claim that any Production the condition received from Seller infringes on any United States patent, Seller will undertake the defense thereof in Buyer’s behalf and pay any damages and costs awarded therein against Buyer, provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings, and Buyer cooperates fully in giving Seller authority, information and assistance at Seller’s expense for such defense, as well as control over the defense and any negotiations with regard to settlement.
THE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO A NY CHARGE OF PATENT INFRINGEMENT. SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS ANY PRODUCT IS MODIFIED BY BUYER OR IS MADE OR MODIFIED BY SELLER IN ACCORDANCE WITH BUYER’S ORDER AND BUYER SHALL INDEMNIFY SELLER IN ACCORDANCE WITH THE INDEMNITY IN PARAGRAPH 12 ABOVE FOR ANY CLAIM WHICH ARISES OUT OF SELLER’S COMPLIANCE WITH BUYER’S SPECIFICATIONS. SELLER SHALL HAVE NO RESPONSIBILITY WITH REGARD TO ANY SETTLEMENT, ADMISSION OR PROMISE MADE BY BUYER WITHOUT SELLER’S PRIOR WRITTEN CONSENT, NOR SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOSS OF PROFITS, CLAIMED TO HAVE BEEN SUSTAINED BY BUYER OR ANY USER OF THE PRODUCT ARISING OUT OF ANY CLAIM OF INFRINGEMENT.
Seller is entitled to indemnity from certain of its suppliers and the rights and options vested in Seller shall extend to such suppliers and may be exercised by them.
13. RESERVATION OF RIGHTS. Seller reserves the right to make
subsequent improvements and changes in design in its Products without
imposing any obligation to make such changes or improvements upon
Products sold to Buyer.
14. LIMITATION OF ACTION. Any action for breach of Seller’s warranty
must be commenced within 12 months from the time the cause of action
occurs unless the period for action shall be extended by Seller in writing.
In the interpretation of the limitation of action for breach of Seller’s
warranty, it is expressly agreed that there are no warranties of future
performance of the equipment that would extend the period limitation
herein contained for bringing an action.
IT IS EXPRESSLY UNDERSTOOD THAT ANY EFFORT BY BUYER, SELLER OR AGENTS TO REPAIR ANY PRODUCT SHALL NOT EXTEND THE 12-MONTH PERIOD OF LIMITATION UNLESS SELLER AGREES IN W4ITING THE WARRANTY SET FORTH IN PARAGRAPH 8 APPLIES TO REPLACEMENT PARTS AS WELL AS EQUIPMENT ORIGINALLY SOLD, AND NOTHING EXCEPT SELLER’S WRITTEN CONSENT SHALL EXTEND ITS OBLIGATION IN WARRANTY MORE THAN 12 MONTHS BEYOND SHIPMENT DATE OF THE ORIGINAL PRODUCT.
15. INSTALLATION COSTS. All costs incident to installation or erection,
or both, of any Product shall be done solely by Buyer.
16. INTERPRETATION. Any contract resulting from Seller’s quotation shall
be governed by and construed in accordance with the laws of the State of
LAFRANCE EQUIPMENT CORPORATION
P.O. BOX 333
ELMIRA, NEW YORK 14902