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Please visit us at following shows:

PROCESS EXPO.
  Oct. 15 ~ 17, 2007
  Booth # 6860,
  Las Vegas, NV

WEFTEC
  Oct. 15 ~ 17, 2007
  Booth # 4857
  Hall C
  San Diego, CA

National Ground Water Expo.
  Dec. 4 ~ 7, 2007
  Booth # 451
  Orlando, FL

TERMS AND CONDITIONS OF SALE (Click here for a printer friendly version)

  1. GENERAL. All orders for products or services of AA Rotating Apparatus (hereinafter “Company”) are subject to these conditions of sale. No modifications of, or additions to these terms will be recognized by the Company unless specifically agreed to in writing by an authorized Company officer. Failure of company to object to any provision in conflict with any part of this instrument contained in any prior or subsequent order to communication from a buyer hereinafter referred to as “the Purchaser” shall be construed as a waiver of these conditions nor an acceptance of any such provision.
  2. PRICES. Prices to Customer for Products shall be in accordance with applicable price quotations or periodic price sheets issued by Company. All prices are F.O.B. point of shipment and are subject to change at any time.  Unless otherwise agreed to in writing, price quotations or estimates issued by Company shall be valid for 30 days from the date of issuance. Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities.
  3. INFRINGEMENT. Company’s liability for infringement (and the liability of any parent or affiliated company of AA Rotating) is limited to Company’s defense of any suit or proceeding brought against Buyer based on a claim that products sold hereunder, when employed in the manner intended by Company, constitutes an infringement of any patent of the United States. If Buyer’s use of the products in the manner intended by Company is finally enjoined in such action, Company shall, at its option, procure for Buyer the right to continue using the products, replace the same with non-infringing products, modify the products so that they become non-infringing equivalent products, or refund the purchase price (less allowance for use, damage or obsolescence).  Company makes no warranty against patent infringement resulting from portions of the products made to Buyer’s specifications or the use of products in combination with any other products or in the practice of any process, and if a claim, suit or action is brought against Company or any parent or affiliate of Company, Buyer shall defend, indemnify and save Company (and its parent/affiliates) harmless from and against any and all claims, losses or damages arising there from.
  4. DRAWING/MEASUREMENTS. All drawing, tables, graphs and the like submitted by Company or contained in Company’s publications shall be regarded as approximations only.  Weights, measurements, capacities and all other particulars of products or services offered by Company are approximations only.  Company is not responsible for such approximations, including, in particular, based on data supplied by Buyer.
  5. TAXES. Published or quoted prices do not include sales, excise, use or similar taxes. Applicable taxes must be paid by the Purchaser. 
  6. MINIMUM BILLING.  Orders amounting to less than $250.00 net will be billed at $250.00.
  7. ORDERS. All orders must be bona fide commitments showing definite prices, mutually agreed upon delivery dates, stipulated quantities and complete item descriptions.
  8. ACCEPTANCE. No order or commitment is binding upon the Company until accepted at a point of shipment by an authorized Company official.
  9. FORCE MAJEURE. Company shall not be liable for damage as a result of any delay of failure of delivery due to any cause beyond Company’s reasonable control, including, without limitation, acts of God, acts of Customer, acts of government, fire, accident, strike, slow down, war, riot, delay in transportation or inability to obtain necessary labor, materials, fuel or part.  In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of such delay.  If the delay is caused by an act of Customer, Company shall also be reimbursed for any additional costs arising from such delay.
  10. CANCELLATION. The Buyer may not cancel purchase orders without the prior written consent of Seller. This consent will be conditioned on Buyer’s agreement to pay Seller’s cancellation charge. Purchase orders for goods that are substantially complete, as judged by Seller, may not be cancelled; and will be shipped and invoiced at the price on the order. For goods that are not substantially complete, the cancellation charge shall amount to all costs and expenses incurred by Seller and arising out of or in connection with Buyer’s order, net of recoverability, but in no event less than 10% of the total invoice price of the equipment or more than the total invoice price.
  11. CHANGES AND DRAWINGS. Company reserves the right to change or modify the specifications, design, drawings and construction of any Products and to substitute other suitable material. If drawings are furnished, then are submitted only to show general style and arrangement of the Products, except as otherwise agreed to by Customer and Company in writing.
  12. DELIVERY. Price is F.O.B. point of shipment, with freight collect or, when instructed by the customer, freight may be prepaid and added to the invoice.
  13. DAMAGE AND LOSS. Company’s products are packed in specifically designated cartons to protect the products from damage during shipment. Upon delivery to the carrier and his receipt for the products, all responsibility for delivery intact and undamaged to the destination rests with the carrier and not with the Company. All shipments should be inspected upon receipt at the destination for visible or concealed damage. Claims for loss or damage should be filed with the carrier immediately.  A concealed damage claim against the carrier is required when damage is not externally visible. Company will assist insofar as is practical in securing satisfactory adjustment of claims, however, all claims for loss and damage must be made by the Purchaser to the carrier.
  14. PAYMENT. Each shipment shall be considered a separate transaction and payment shall be made accordingly. Customer shall pay all invoices to Company in accordance with their terms within 30 days of date of invoice. Company reserves the right at all times to vary change or limit the amount or duration of credit to be allowed to Customer.  Company may, at its option, require all sales to Customer to be made on a C.O.D. basis or other credit arrangements satisfactory to Company.  If shipments are delayed by Customer, Company may demand payment 30 days from the Date Company is prepared to make shipment or has otherwise completed its work.  Product held for Customer because of such delay shall be held at Customer’s risk and expense.  Any past due amount shall be subject to interest at the monthly rate of 1% or the highest rate permitted by law and Customer shall be responsible for all costs and expenses incurred by Company, including attorneys’ fees and costs, in collecting its invoices or other past due payments.
  15. RETURNS/CANCELLATION CHARGES.  Customer shall not return any product to Company without the written consent of, and upon terms agreed to, by Company.  If Customer refuses to accept delivery, or improperly revokes acceptance of product, Customer shall be responsible for Company’s cancellation charges and expenses. Before returning products, a Return Merchandise Authorization (“R.M.A.”) number must be obtained from Company. Products returned without an R.M.A. number clearly marked on the outside of the shipping carton will be refused.  Except for approved warranty returns, Company will only accept for return and credit new, unused, current stock items, in the original packaging and undamaged.  Customer shall be responsible for all freight charges, import/export charges, duties, tariffs, taxes, insurance and risk of loss/damage regarding return shipment to Company.
  16. WARRANTIES.  Company warrants to Customer for a period of 12 months from date of shipment from originating factory that the goods at the time of shipment will be free from defect of material and workmanship for normal use and service. The foregoing warranty does not extend to goods subjected to misuse, neglect, accident or improper installation or maintenance, or which have been altered or repaired by anyone other than Company or its authorized representative. Company’s sole obligation under the foregoing warranty will be limited to, at Company’s option, repairing or replacing (and shipping to Customer with transportation charges paid to any place within the continental limits of the United States) defective goods returned, freight prepaid, to Company’s factory at point of shipment within the applicable warranty period, and Customer’s exclusive remedy for breach of such warranty will be enforcement of such obligation of Company.  If inspection by Company of returned goods show a breach of the foregoing warranty, Company’s regular reconditioning (or repair) charges shall apply.   
     THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED. 
  17. GOVERNING LAWS. Interpretation and enforcement of any rights and obligations between Company and Purchaser arising out of the sale of the Company products shall be governed by the laws of the State of California and any action brought to enforce those rights and/or obligations shall be brought in the court of competent jurisdiction located in Alameda County, California.
  18. PRODUCT LIABILITY.  Company shall maintain product liability insurance with respect to the Products written by an insurance company licensed to do business in the United States in the amount not less than $2,000,000 combined single limit. Except to the extent applicable coverage under such product liability insurance, Customer shall have no claim or right against Company with respect to any suits or claims against Customer by any third persons resulting from the occurrence of an event within the scope of the coverage of such insurance (without reference to the dollar amount of coverage), and Company shall bear no responsibility or liability to Customer with respect to any such suits or claims by any third persons or any liabilities, losses, expenses or damages incurred or suffered by Customer as a result thereof.
  19. INDEPENDENT CONTRACTORS.  Company and Customer are independent contractors and their relationship is not one of principal and agent.  No act or obligation of either party is in any way binding upon the other party.
  20. NO WAIVERS.  No failure by Company to enforce at any time any of these terms and conditions of sale shall be deemed or construed to constitute a waiver of the same or any other provision of these terms and conditions then or thereafter and Company shall have the right thereafter to enforce each and every term and condition.
  21. NOTICES.  All notices and other written communications in connection with these terms and conditions of sale shall be in writing and shall be sent by first class mail, postage prepaid to Company at the following address or any other address as is specified by a party by notice given in accordance herewith: 
     AA ROTATING APPARATUS CORP.
     2157 COMMERCE PLACE
     HAYWARD, CA 94545
  22. NON-ASSIGNMENT. Customer may not assign any of its rights or interests under these terms and conditions of sale without Company’s prior written consent.
  23. TERMINATION. Company may terminate any and all obligations to Customer with respect to the sale of Products immediately upon notice to Customer if (a) Customer fails to make payment on the date due or to accept delivery of any shipment; (b) Customer makes any assignment for the benefit of creditors; (c) a trustee or receiver of all or a substantial part of Customer’s assets shall be appointed by any court; (d) any bankruptcy or reorganization proceeding shall be instituted by or against Customer; (e) Customer becomes insolvent or unable to pay its debts or admits in writing its inability to pay its debt as they mature; or (f) Customer fails to remedy any breach of these terms and conditions within 30 days after receipt of notice of the breach.
  24. ENTIRE AGREEMENT. These terms and conditions contain all of the terms and conditions governing the sale of Products by Company to Customer and may not be modified or amended except by a written agreement duly executed by the parties.   
  25. HEADING. The heading contained in these terms and conditions of sale are included for mere convenience of reference and shall not be considered in any construction or interpretation of them.

 

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