
D-1401 & D-1402 Portable Metering System Installation and Operation Guide • 03-17
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CONDITIONS OF SALE
1. ACCEPTANCE: Thefollowing Conditionsof Saleapply to all salesof ONICON’sproducts. Theseprovisions shall apply even if
ONICON fails to object to provisions appearing on, incorporated by, referenced in, or attached to Buyer’s purchaseorder form. Buyer’sacceptanceof
delivery of ONICON’s products constitutes itsacceptanceof theseConditionsof Sale.
2. DELIVERY AND TITLE: All product shipmentsareF.O.B. shipping point and titlepassesto the Buyer at the time ONICON delivers the
merchandiseto thecarrier. Risk of lossor damageto theproduct passesto theBuyer at thetimeONICON deliverstheproduct to the carrier. The Buyer
immediately upon receipt should inspect all shipments, and should there be any evidence of damage or loss in transit, Buyer must file claims or tracers
upon carrier. ONICON will assist in tracing shipments upon request.
3. LIMITED WARRANTY: ONICON warrantsthat for aperiod of two (2) yearsfollowing thedateof original shipment of an ONICON
product: (i) theproduct will conform to ONICON’sstandard written specificationsapplicableto such product in effect on thedateof Buyer’s order, or as
modified by ONICON’squotation or Buyer’spurchaseorder accepted by ONICON, (ii) theproduct will befreefrom defectsin workmanship, and (iii) that
ONICON hastitleto the product prior to shipment to theBuyer; provided, however, that thewarranties provided herein shall bevoid and may not apply in
the event Buyer misuses or damagesaproduct, including, but not limited to, any useby theBuyer of aproduct for an application other than oneof atype
approved by ONICON. ONICON’ssoleliability and Buyer’ssole remedy for any breach of theforegoing warranty isfor ONICON to repair or replace, at
ONICON’s option, any defectiveproduct that isreturned to ONICON during thewarranty period. EXCEPT AS MAY BE SPECIFICALLY AGREED BY
ONICON IN WRITING IN RELATION TO EACH SALE, NO OTHER WARRANTIESSHALL APPLY, WHETHER EXPRESSED, IMPLIED OR
STATUTORY, AND THERE SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE.
4. REMEDIES: ONICON’sOBLIGATION UNDER THE FOREGOING WARRANTIESISLIMITED SOLELY TO REPAIR OR
REPLACEMENT, AT ONICON’s OPTION, OF DEFECTIVE OR NONCONFORMING PRODUCTS. ONICON SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGESWHETHER FOUND ON CONTRACT, TORT OR ANY
OTHER THEORY OF LAW. No products shall bereturned to ONICON without itsprior consent and transportation and insurancecostsshall beprepaid.
Any repair or replacement of ONICON’sproductsunder the foregoing warranty will beat no chargeto theBuyer provided such repair is done at the
ONICON factory or authorized service center. ONICON products that arerepaired or replaced under thiswarranty will bereturned to Buyer viathesame
method of shipment use to return the product to ONICON. Repair or replacement of ONICON products is conditioned upon ONICON’sacknowledgement
of any alleged defect or nonconformanceduring thewarranty period and issuanceof aReturn Authorization number. All product returns must reference
theReturn Authorization number on theoutsideof theshipping carton and on any paperwork referencing thereturn.
5. PRICESAND PAYMENT TERMS: Thepricesset forth in the most recent quoteor acknowledgement asapplicable, supersedeall
previousprices or quotations. All quotationsaresubject to changeor withdrawal without noticeexcept as may be specifically noted on thefaceof the
quotation. Theprices shown do not includesales, exciseor government charges payableby ONICON to Federal, State, or local authority. Any such tax or
chargenow or hereafter imposed upon thesaleor shipment of theproducts under thiscontract will beadded to thepurchaseprice. Buyer agreesto
reimburse ONICON for such tax or chargeor provideONICON with an acceptableexemption certificate. Payment of invoiceswill bedue30 days from
thedateof shipment of theproductscontained therein. In the event that payment of an invoiceisnot received by theinvoiceduedate, ONICON will
assess a late fee not to exceed 1.5% per month or 18% per year, or the maximum allowable by law whichever is lower.
6. CANCELLATION: Buyer may cancel itsorder, or any part of it, by sending written noticeof cancellation to ONICON and paying a
reasonable cancellation fee as determined by ONICON. The reasonable cancellation fee will reflect, among other factors, the expenses already incurred
and commitments madeby ONICON, sales and administrativecosts and profit asdetermined by ONICON. If Buyer received areduced pricebased on the
quantity of productsordered, but has not purchased the applicablequantity at thetimeof cancellation, Buyer will pay thepriceit would havepaid had
ONICON’s salepricebeen based on thequantity actually purchased.
7. CHANGES: If Buyer makesany changes in itsdrawings, designs, or specificationsapplicablein any contract with ONICON that causean
increase or decreasein thecost of performanceof thecontract, or if such changesresult in rework or obsolescence, an equitableadjustment shall be made
to thecontract. Such changesaresubject to ONICON’s prior written consent.
8. EXCUSABLE DELAY: ONICON shall under no circumstanceberesponsiblefor failureto fill any order or orders when dueto: fires,
floods, riots, strikes, freight embargoesor transportation delays, shortage of labor, inability to securefuel, material supplies, or power at current priceor on
account of shortagesthereof, actsof God or of thepublic enemy, any existing or futurelawsor actsof theFederal or StateGovernment (including
specifically, but not exclusively, and orders, rulesor regulationsissued by any official or agency of any such government) affecting the conduct of
ONICON’s businesswith which ONICON in its judgment and discretion deemsit advisableto comply as alegal or patriotic duty, or dueto any cause
beyond ONICON’sreasonablecontrol.
9. PATENTS: ONICON shall defend all suitsor proceedingsbrought against Buyer or itscustomers arising from claimed infringementsof
any patent, trademark, servicemark or copyright for any product furnished by ONICON and shall indemnify it against all costs, fees, and damages on the
condition Buyer promptly notifies ONICON in writing and provides information and assistanceto enableONICON to conduct thedefense, provided that
ONICON shall haveno such obligation in caseof infringement resulting from ONICON’sconformancetospecial requirementsof Buyer. If ONICON is
not ableto settleany such suit or proceeding on acceptableterms, ONICON may, at itsoption, require return of theinfringing product and refund the
purchase price to Buyer less a reasonable allowance for depreciation or use.
10. FAIR LABOR STANDARDSACT: ONICON representsthat all products delivered under thiscontract arefurnished in accordancewith
theapplicableprovisionsof theFair Labor StandardsAct as amended.
11. APPLICABLE LAW: Thisdocument and any resulting contract shall begoverned by and construed in accordancewith the laws of the
State of Florida. Thecourts of theStateof Floridaand thefederal courtslocated in Florida shall havejurisdiction and venue with respect to litigation to
this contract. In theevent of litigation, theprevailing party shall beentitled to recover attorney’sfeesand costsfrom thenon-prevailing party, including
appel late attorney’ s fees.
12. MODIFICATIONS: TheseConditionsof Salealong with theprices, quantitiesdelivery schedules and other provisionsand instructions
in applicablequotations by shall constitutetheentireagreement between ONICON and Buyer pertaining to any resulting contract. They can bemodified
only in writing.