1. ACCEPTANCE AND APPLICABILITY The Acknowledgement/Acceptance of any Order (or any quotation) by NEOPERL, Inc. (“NEOPERL”) is subject to the conditions stated below. Purchase orders are not binding until accepted in writing by NEOPERL at Waterbury, Connecticut, U.S.A. Commercial terms are subject to Incoterms® 2010. Your order when shipped by NEOPERL, shall complete the contract between us. To the extent any term or condition of your order conflicts with a term or condition contained in these terms and conditions, these terms and conditions shall control, and any inconsistent provisions of your order shall not apply. The most current terms and conditions are available at http://www.neoperl.us/ wholesale/legal_information/, which may contain additional and supplementary terms and conditions, and are hereby incorporated by reference. You are responsible for reviewing these terms and conditions, the online terms and any applicable changes, which are subject to change without notice. These terms and conditions do not apply to original equipment manufacturers (OEM), government entities or export sales or purchases made in the USA for export purposes. Please contact OEM representative for further details. 2. PRICES Prices quoted are in US dollars exclusive of all taxes and all costs of transportation. Prices are based on current costs and therefore subject to change without notice. All such taxes and costs shall be invoiced to and paid by Buyer. 3. TERMS OF PAYMENT AND INTEREST Unless otherwise stated in writing, Buyer shall pay all invoiced amounts due to NEOPERL within thirty (30) days from the date of invoice. Buyer shall make all payments hereunder by wire transfer, check, or any other payment method confirmed in writing by NEOPERL and in US dollars. NEOPERL may impose a monthly service charge of one and one-half percent (1.5%) on invoices unpaid after thirty (30) days. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered goods. 4. INSPECTION AND RETURN OF MATERIAL Buyer shall, at its own expense, inspect upon arrival all products shipped to the Delivery Point (as herein defined). All claims for damages, errors or shortages shall be delivered to NEOPERL in writing within ten (10) days after such arrival. Any claims will be subject to inspection by NEOPERL. Failure to notify NEOPERL within the specified period shall constitute acceptance of all products. If NEOPERL determines a claim to be valid, and such claim was made by giving proper notification in accordance with this section, NEOPERL’s sole liability will be to replace any defective products within a reasonable time, as determined in NEOPERL’s sole discretion. Buyer may not return products shipped by NEOPERL without NEOPERL’s prior written authorization. 5. CANCELLATIONS AND MODIFICATIONS Orders accepted by NEOPERL are not subject to cancellation by Buyer except with NEOPERL’s prior written consent. In the event NEOPERL consents to any such cancellation, Buyer shall be responsible for any loss or damage arising out of said cancellation. If it appears that Buyer will be unable to meet its payment obligations under the contract, NEOPERL may cancel the contract, demand immediate cash payment, or obtain adequate assurances from the Buyer that such timely payment will be made. Modifications, additions, cancellations or suspensions of any order resulting from NEOPERL’s quotation, or any acceptance of a purchase order, shall not be effective or binding upon NEOPERL unless evidenced in writing on the face of the order or in a separate writing, signed by an authorized manager of both the Buyer and NEOPERL, expressly stating the terms modified and the nature of the modification. 6. SHIPMENT & RISK All orders are freight and insurance prepaid by Buyer. Method of shipment is at NEOPERL’s discretion. All shipments are incurred at Buyer’s expense and risk. Delivery shall be made Ex Works Seller’s plant in Waterbury, Connecticut, U.S.A. (the “Delivery Point”), in accordance with Incoterms® 2010. Identification of goods to the contract shall occur, and title shall pass to Buyer upon delivery of the goods at the Delivery Point. NEOPERL reserves the right to deliver goods in installments. NEOPERL will not be liable for any damages of any kind due to failure to meet delivery date. 7. LIMITED WARRANTY NEOPERL warrants to the original consumer purchaser that the products sold pursuant to these terms and conditions of sale will be free from defects in design, material, and manufacturing workmanship under normal installation, use, and service. Where NEOPERL inspection discloses any such defects in any of the above mentioned products within the Warranty Period, as defined below, NEOPERL will replace such defective product free of charge. This warranty applies only to the above listed products, purchased and used by the original consumer purchaser in the United States, Canada or Mexico. How Long Does The Warranty Coverage Last? This limited warranty remains in force for one (1) year from date of purchase (the “Warranty Period”). How To Get Warranty Service? Warranty service can be obtained by calling 203- 756-8891 or writing to the address shown below. Proof of purchase from the original consumer purchaser must accompany all warranty claims. NEOPERL, Inc. 171 Mattatuck Heights Road Waterbury, CT 06705 Attn: Product Management Team What Is Not Covered? Damage due to abuse, misuse, improper installation, improper maintenance, alteration of the product, or misapplication, including but not limited to, selecting an improper aerator for your local water conditions, whether performed by a contractor, service company, or yourself, are excluded from this warranty. NEOPERL will not be responsible for labor charges and/or damage incurred in installation, repair, or replacement. For more information on selecting a proper product for your local water conditions (e.g., hard water, high sediment levels, or extreme low or high pressure conditions), please see the instructions that accompany the product and http://www.neoperl.com. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 7, NEOPERL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, TO THE EXTENT PERMITTED BY LAW. LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES: IMPLIED WARRANTIES INCLUDING THAT OF MERCHANTABILITY AND FIT-NESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY LIMITED IN DURATION TO THE DURATION OF THIS ONE-YEAR LIMITED WARRANTY. TO THE EXTENT PERMITTED BY LAW, NEOPERL SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, LOSSES, INJURY, OR COSTS, INCLUDING BUT NOT LIMITED TO, INCREASED WATER USAGE AND RELATED BILLING, ARISING OUT OF ANY THEORY OF RECOVERY, INCLUDING STATUTORY, CONTRACT, OR TORT. Some states/provinces do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of incidental or consequential damages so the above limitations or exclusions may not apply. This limited warranty gives the original consumer purchaser specific legal rights, and they may also have other rights which vary from state/province to state/province. TERMS AND CONDITIONS OF SALE WHOLESALE CUSTOMERS Catalog errors We strive to provide an error free price list. However, if pricing errors are found, they will be corrected in our database immediately and the corrected price will apply. We will inform you if your order contains incorrect prices. 253
