EAGLE Oxide Services ©2010 |EAGLE Terms and Conditions
EAGLE Oxide Services
5605 West 74th Street
Indianapolis, IN 46278 USA
Tel: +1 (317) 290-8485
Fax: +1 (317) 290-8766
Eagle Oxide Terms, Conditions, and Warranty
Payment Terms:
The price of the equipment and or services as outlined in the quotation shall be payable in current funds of the United States at par to Eagle Oxide Services, PO Box 78093, Indianapolis, Indiana (USA) 46278.
The forgoing terms of payment apply whether or not Eagle Oxide Services (Seller) has agreed to erect said equipment and whether or not there is delay in erection by any person, regardless of the cause of delay.
Increase To Price:
Manufacture, and erection if provided, of the equipment shall be at a 5 day, 40 hour per week, rate. If the Purchaser desires manufacture or erection at a faster rate, it shall be specifically provided for herein and any additional compensation required by the Seller shall be stated. In the event engineering or production has started, or materials are ordered, and the Purchaser requires a change in specifications, the price to Purchaser shall be revised accordingly.
Taxes:
Any sales, use or other similar tax charged to this transaction by the State or local government in which Purchaser is located or where equipment is to be erected is not included in the quoted price and shall be paid by Purchaser according to the terms of payment herein.
Erection and/or Start-Up Engineer:
When not included in the quotation, and upon written request by Purchaser to Seller at any reasonable time prior to erection and installation of the equipment by Purchaser, Seller agrees to supply to the installation site one (1) erection supervisor who is an employee of the Seller and who is qualified to instruct as to the proper installation of the equipment. Purchaser agrees to pay Seller, in addition to the above quoted price, prevailing service rates at time of request.
Risk Of Damage And Loss:
Seller shall be responsible for damage to or loss of the equipment or any part thereof until collection by the common carrier, at which time the risk of damage to or loss of the equipment or any part thereof shall be upon the Purchaser and the carrier. Purchaser agrees to accurately check shipment upon arrival and file claim with carrier for any damage or loss. Risk of damage or loss to the of equipment from any cause shall pass from the Seller to Purchaser. upon delivery to the common carrier notwithstanding the fact that the Seller reserves the right of possession, and title of the equipment until the quoted price is paid in full.
Erection, Installation, Site, or Building Alterations:
The quoted price does not include erection of the equipment, construction of any pit, foundation or site preparation work, including building or building modifications. The quoted price does not include field installed electric wiring or piping for compressed air, water, or fuels; nor does it include exhaust stacks for baghouses, binvents or burner exhausts.
The quoted price does include installation drawings and manuals for equipment unless so noted in the quotation.
If it is specifically provided for in the quotation that the Seller shall erect the equipment per quoted terms, Purchaser agrees at his own cost to:
- Clear erection site and maintain the same free from water debris and other obstructions.
- Make all required alterations of the building as determined by Seller including but not limited to, cutting holes in walls, floors and ceilings, constructing all buildings, excavations, foundations, foundation bolts, concrete work and flashings and repairing and completing all such alterations after installation of equipment.
- Provide free and easy access to all places where erection is to be performed by Seller.
- To perform the foregoing duties so as to permit Seller to begin erection of the equipment immediately upon delivery of the equipment to installation site.
If Purchaser shall fail to comply with foregoing provisions in such a manner that Seller is delayed in commencing erection of said equipment, Purchaser agrees to pay Seller for incurred cost caused by the delays. Any delays caused by Purchaser or his sub-contractors after erection has begun shall be reimbursed to Seller to cover all costs such as lost time, overhead, equipment rentals, living expense plus 15% profit on labor and materials.
Inspection:
Purchaser shall inspect and test the equipment immediately upon installation thereof and shall, within 30 days of the substantial completion of installation, give notice in writing to Seller of any matter of thing by reason whereof he may allege that the equipment is not in accordance with purchase contract. If Purchaser fails to give written notice the equipment will be deemed accepted by Purchaser. Notwithstanding this right of inspection by Purchaser, Purchaser agrees to pay the quoted price according to the terms whether or not a right of inspection and testing exists pursuant to the terms of this paragraph. If Purchaser requires to inspect equipment at Sellers shop prior to shipping, 15 days written notice to the Seller must be provided.
Warranty:
For a period of Two (2) years from the date of shipment, Seller warrants the equipment sold will perform and function within specifications, conditions and limitation published by Seller in its quotation to Purchaser. Seller’s liability under this Warranty is expressly limited to correction within a reasonable time, using Seller’s best efforts, of any defects or errors, which in the judgment of Seller were made by it in the design of the equipment, and to repair or replace any part of the equipment which is defective in material or workmanship. Gas or oil fired lead melting pot crucibles and oxide reactor pots are warranted for 90 days against leaks or structural failures; electric heated melting pot crucibles and oxide reactor pots are warranted for 1 year. Molten lead pumps, wear plates and other expendable items are warranted for 30 days. Seller will make replacement parts available “FOB” Seller’s plant or point of origin provide defective parts are returned to Seller at Purchaser’s expense and with written authorization.
Seller’s obligation to repair or obtain replacement parts is limited to repair or obtaining such replacement parts at regular commercial costs. Seller shall be under no obligation to obtain such repair or replacement parts at greater than regular commercial costs in order to complete such repairs or replacement in a shorter that practical time.
Seller Shall Not Be Liable For Special, Indirect, Incidental Or Consequential Damages.
The remedies set forth herein are exclusive and the liability of Seller with respect to the equipment or anything done in connection therein, whether in contract, or tort, under any warranty or otherwise, shall not, under any circumstances, exceed the actual price of the equipment paid to the Seller, and installation costs, if such installation was performed by Seller, but not otherwise, and less the value of any component parts of such equipment which may be retained and utilized by Purchaser.
This Warranty Is In Lieu Of All Warranties Of Merchantability, Fitness For Purpose Or Other Warranties, Express Or Implied, Including That Against Patent Infringement But Excepting Title.
Correction of nonconformities in the manner and for the period of time provided above shall constitute fulfillment of all liabilities of Seller to Purchaser, whether based on contract, negligence or other wise with respect to the equipment.
The warranty shall apply only if said equipment is installed and operated according to all specifications, drawings, operating and maintenance manuals and other conditions published by Seller, has been subject to normal use for the purpose for which the equipment was proposed and designed, has not been subject to misuse, negligence or accident, Sellers startup services are utilized, and has not been altered or repaired in any respect without the written approval of Seller.
No employee or representative, except an officer of Seller, is authorized to change this Warranty in any
way or grant any other warranty. Any change made in this Warranty or any further warranty granted by a company shall be effective only if in writing and signed by such officer.
Proprietary Technology:
Some technology, specifically technology involving the production of Lead Oxide (PbO) using an Eagle designed reactor pot, reaction furnaces, hammer mills, and data acquisition/management software, is considered proprietary and can not be disclosed to third parties or duplicated for use in other places other than the location for which the quotation is intended. Purchaser will, to the best of his ability, protect any technology purchased from the Seller.
Purchaser will establish and maintain a “Confidentiality Program” designed to preserve and protect proprietary machine details, manufacturing procedures and technical information in regards to the production of Lead Oxide products from Barton pots, furnaces and kilns purchased from the Seller.
Title And Possession:
Title and right of possession of the Equipment furnished to Purchaser pursuant to the terms of this contract shall remain as Seller’s possession until full payment of the price according the above terms has been made, notwithstanding the delivery of the equipment to Purchaser or to a common carrier or to other bailee for the purpose of transportation to Purchaser. The equipment furnished under the contract shall not become a part of any real estate by reason of being attached thereto or installed therein on thereon. If Purchaser shall default in payment, Seller shall elect to exercise its lien upon said property as provided by this paragraph and applicable codes.
Other:
This written offer and acceptance constitutes the entire contract of the parties unless subsequently modified in writing and re-executed by an authorized officer of Seller. All previous negotiations, correspondence, plans and conversations which are not embodied in this written contract by attachments hereto are hereby declare to be abandoned and withdrawn.
This agreement has been executed in Indianapolis, Indiana (USA), and the validity and interpretation shall be governed by the laws of that State. If any provisions of these Terms and Conditions is held by the Court to be unenforceable, the balance of the provisions of the Terms and Conditions shall remain in full force and effect.
Revised 08-06
