Terms and Conditions
[Shipping and Sales Tax]
[Payment Methods]
[Terms and Conditions]
TERMS AND CONDITIONS OF SALE Any
provisions or conditions of Buyer's order
which are in any way inconsistent with, or in
addition to Met-Pro Corporation or
subsidiaries ("Seller's") terms and conditions
shall not be binding on Seller, and shall not
be applicable, except with Seller's written
acceptance. No changes in, modifications of,
or additions to the terms and conditions on
the face or reverse of this form shall be
binding on Seller unless in writing and signed
by a representative of Seller duly authorized
for that purpose.PRICE1. Prices are
F.O.B. point of shipment.2. Quotations are
subject to acceptance within thirty (30)
days from date. In the event of any
subsequent changes in specifications indicated by
Buyer's purchase order, the Seller may
adjust the price to cover such
charges.3. Prices on equipment of Seller's
manufacture are firm, provided it is
shipped within six month from date of
purchase. Equipment not shipped in the six
months will be billed at Seller's price effective
at time of shipment.4. Prices on
equipment of other manufacturers are
subject to escalator clause of Seller's supplier,
if any.5. Any excise, sales or use
taxes applicable to the material sold,
which the Seller is required to pay or
collect, will be paid by the Buyer, unless Buyer
provides Seller with a proper tax-exemption
certificate.TERMS1. Terms of
payment are thirty (30) days Net from date
of invoice, not discounts unless otherwise
specified.2. For late payment, the
Buyer is subject to a service charge per
month for each month or part of a month on
the unpaid balance, and collection thereof,
including reasonable attorney's fees, will be at
Buyer's expense, as shown on the reverse of
this form.3. No payments made to
representatives or agents will be
valid.4. Pro rata retainage fees or back
charges will not be accepted by Seller.
Collection of such deductions from payments
will be enforced at Buyer's
expense.DELIVERY1. Delivery dates are
estimated by Seller on the bases of the
best information available and cannot be
guaranteed. The Seller shall not be liable for
any delay in the delivery or shipment of
products or for any damage suffered by the
Buyer by reason of such delay, when such
delay is directly or indirectly caused by
or in any manner arises from (a) Act of
God, act of Buyer, government or military acts,
regulation or request, fire, accident,
strike, flood, epidemic, war, riot, or
delay in transportation; (b) inability to
obtain necessary labor, materials,
components, or manufacturing facilities;
(c) changes in specifications, direction
or design requested or agreed to Buyer, or (d)
Buyer's delay in approving documents and
any other cause or causes beyond Seller's
reasonable control. The Seller shall have
not liability for any consequential or
liquidated damages, or penalty whatsoever
unless specifically agreed to, in
writing.2. All risk of loss or damage and title
to equipment furnished hereunder shall pass
to Buyer, F.O.B. point of shipment. Claims
for damage to or loss of equipment in
transit must be submitted to the carrier
with a copy thereof to Seller within five
(5) days of receipt of goods and must be
accompanied by a signed copy of the
carrier's freight bill (Notice of
Delivery). Full disclosure of damages or
shortage should be made on the freight bill, as a
condition to filing a claim against the
carrier.3. In the event delivery is refused,
the Buyer shall give written notice of
rejection within five (5) days following
date of rejection, specifying the reason
therefore, Failure to provide this
information may cause the Buyer's order to be
treated as a cancellation and, in such
event, cancellation charges will
apply.4. Seller reserves the right to ship all
or any part of the equipment from any
shipping point of any of its sources of
supply other than the shipping point or
point specified herein. Shipment will be made by
the method or carrier deemed most feasible
by Seller.INSPECTION1. If, upon
receipt of the items the Buyer, the same
shall not conform to Buyer's order, Buyer shall
notify Seller in writing within ten (10)
days from receipt of the material and
before any art of the material bas been
changed from its original condition. Such
notification shall provide detailed
information as to the nonconformity or shortage
and Buyer shall hold the material for
Seller's disposition and afford Seller a
reasonable opportunity to inspect the
material. Seller may, at its option,
replace without charge, or refund the
purchase price, or make a fair allowance for
defects or shortages demonstrated to
Seller's satisfaction to have existed at
the time of delivery, provided Buyer gives
Seller timely written notice. Seller may
require the return of the material to establish
any claim but in no event shall the
material be returned without Seller's
consent. Seller's liability is limited to
making replacement, refund or allowance
within a reasonable time after receipt of
timely written notice. Failure to comply with
the terms of this paragraph shall
constitute a waiver by Buyer of all Claims
in respect of any nonconformity or shortage
of material and shall be conclusive
evidence that Seller has satisfactorily
performed.CANCELLATION AND RETURNED
GOODS1. Cancellation of order by Buyer, or any
part thereof will not be effective unless
accepted by Seller in writing. Accepted
cancellation will be subject to a charge to
cover material consumed work performed and
other commitments or expenses made or incurred to
the date of acceptance.2. No equipment
sold, shall be returned to Seller without
Seller's written authorization. Where
returns are accepted for credit, a minimum
deduction of 25% will be made for
rehandling and/or reconditioning, except
where the fault lies with Seller.3. All
transportation charges must be prepaid upon
return of any equipment, with our authorization,
(RETURN MATERIAL TAG) firmly attached to
the shipment. Notice should be given
Seller the same day as shipment, furnishing
copy of Bill of Lading, order number and
invoice date. No charges for unauthorized
transportation will be allowed and Seller
reserves the right to refuse all C.O.D.
shipments.LIMIT LIABILITY1. The
liability of Seller is limited to replacing,
repairing, or issuing credit (at Seller's
discretion) for any products with alleged
defects in material, or workmanship,
returned within the warranty period. Final
determination as to whether a product is
actually defective rests with the
Seller.2. The Seller assumes no responsibility
for equipment operated above it rated
capacity; used for experimental or
development projects; or for a purpose for
which it was not designed; nor any damage
to the products from abrasion, erosion,
corrosion, deterioration of the like due to
abnormal temperatures or the influence of
foreign matter or energy. Seller warrants
its products as stated on the published
warranty schedule which is incorporated
herein by reference hereto. Seller makes
no other warranty of any kind whatever,
express or implied, and all implied warranties of
merchantability and fitness for a
particular purpose are hereby disclaimed by
Seller and excluded. The Seller shall not
be liable for equipment that has been
subject to misuse, neglect, improper
installation, repair, alteration or
accident.3. The Seller reserves the right to
reject any charges in connection with the
removal or replacement of alleged defective
equipment. In no event, regardless of
cause, shall the Seller be liable for
incidental or consequential damages either real or
alleged.4. The Buyer shall use and
require its employees to use adequate
safety devices, guards and proper safe
operating procedures in utilizing products
furnished by the Seller. If the Buyer
fails to observe these obligations with
regard to any of the Seller's products, the
Buyer agrees to protect and indemnify
Seller against all claims for injury to person or
damages to property in connection with the
operation or use of such
products.CREDIT APPROVAL1. In the
event that Seller has reasonable grounds for
insecurity with respect to Buyer's ability
to satisfy the TERMS OF PAYMENT above,
Seller may suspend its performance
hereunder and in writing demand that any
shipment or delivery to Buyer shall be
conditional upon receipt of payment in full at
time delivery or upon other terms and
conditions satisfactory to Seller. Until
Seller receives written acceptance from
Buyer of this modification to the TERMS OF
PAYMENT above, Seller may suspend filing
any order from, or shipment to,
Buyer.GENERAL CONDITIONS1. Non-stock
products made specifically to order are not
subject to return for credit. Any portion of
non-stock products in process of
manufacture is not subject to
cancellation. Any charges after
manufacture has started could necessitate
additional charges for work done and
material consumed.2. Quotations are merely
negotiations to trade and are not offers
to contract.3. Seller reserves the right to
correct any factory, engineering, clerical
and/or stenographic errors or
omissions.4. Use of Buyer's material, parts or
equipment will subject order to
cancellation if said material is defective
or will not perform to Seller's
requirements. Seller may cancel order without
incurring liability, but Buyer shall pay
Seller's costs through time of
cancellation.5. Changes in design are made at
the Seller's discretion. Seller has no
obligation to incorporate these changes in
units manufactured prior to the
change.6. It is expressly understood that any
and all drawings, instructions, and/or
technical and engineering services which
Seller may furnish with reference to the
installation or use of its product, are
furnished solely for the review and approval of
Buyer and its engineers. Seller makes no
representation or warranty with respect to
the accuracy or sufficiency of any such
information and assumes no obligation or
liability for results obtained.7. Waiver
by Seller of a breach of any of these Terms
and Conditions shall not be construed as a waiver
of any other breach.8. This contract of
sale shall be construed and enforced in
accordance with the laws of the
Commonwealth of Pennsylvania (but not including
the choice of law rules thereof). The
parties agree that any action (whether in
law or equity) arising out of or relating
to this sale, shall be brought only in the
Court of Common Pleas of Montgomery County,
Pennsylvania, or the United States District
Court for the Eastern Division of Pennsylvania.
The parties and each of them hereby submit
themselves to the exclusive jurisdiction
and venue of the said courts for the
enforcement of this provision and or the
purpose of such action. The parties agree that
service of process in such action may be
effected by delivery of the summons or
complaint by certified mail, return receipt
requested, postage prepaid,