Bal Seal Engineering, Inc.

Simply a Better Solution

Terms and Conditions of Sale - EU

The following Terms and Conditions apply to all sales of Bal Seal Engineering products and services. The items sold by Bal Seal Engineering are referred to as "Goods" or "Products" (the term Products may include Seller services). Bal Seal Engineering is referred to as the "Seller" and the Customer is referred to as the "Buyer."

1. General Agreement
If Buyer has not otherwise agreed to these terms and conditions of sale, Buyer's acceptance of delivery or payment for the Goods will constitute Buyer's agreement to these terms. No modification of, addition to, or waiver of, any of these terms and conditions will be effective unless agreed to in writing by an authorized representative of Seller.

2. Payment
Subject to prior credit approval, Buyer shall make payment in Euros within thirty (30) days after the date of Seller's invoice. Payments not received when due will incur a late payment charge that will be computed at the rate of one and one-half percent (1 .5%) of the amount due per month or the highest rate allowed by law. Buyer shall be liable for all attorneys' fees and costs incurred in connection with collecting any amounts past due, including but not limited to, pre-litigation and litigation fees and costs. Buyer shall be assessed a base handling fee for any Buyer check which is not honored by the bank for any reason. Thereafter, Seller may, at its option, require that all future payments by Buyer be made by wire transfer or cashier's check. If, in Seller's judgment, reasonable doubt exists as to Buyer's financial responsibility, or if Buyer is past due in payment of any amount owing to Seller, Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or Products in transit, until Seller receives payment of all amounts owing to Seller.

3. Prices
The price of the Product is printed on the quotation or on Seller acceptance of Buyer order. The cost of packing and shipping (and insurance, if required) is an additional charge and will be added to the Invoice. Prices quoted are based on known Buyer requirements and conditions at the time of the quotation. Pricing is subject to change for new requirements or conditions.

4. Taxes
Seller's price does not include any taxes, brokerage fees, or duties. Buyer is liable for all taxes, brokerage fees, and duties, whether invoiced by Seller or not.

5. Delivery
Seller will ship Product at the earliest possible date unless otherwise specified in Buyer's Purchase Order. Delivery will be Ex-Work-Seller's facility (incoterms 2000), Amsterdam, The Netherlands. Seller's shipment of quantities between 95% and 100% of the quantity ordered shall be deemed compliant with the order and Buyer shall be obligated to pay for the quantity actually shipped not to exceed 100%. Seller's weights taken at shipping point shall govern. Seller reserves the right to route shipments. If Seller cannot fulfill the order due to any cause beyond Seller's reasonable control, including, but not limited to the following: natural disaster, casualty, labor disputes, accidents, or unavailability of supplies or transportation, the estimated delivery time will be extended accordingly and Seller will not be liable to Buyer for any damages caused by the delay.

6. Changes
Seller will notify Buyer in writing of changes that involve form, fit or function in the manufacture of Product, but reserves the right to make other changes without notice unless mutually agreed upon between Buyer and Seller.

7. Returns
No returns can be made without the authorization of Seller. All returns shall be in accordance with Seller's specific shipping instructions.

8. Warranty
Limited Warranty and Remedies: Seller warrants that Product sold hereunder shall be of merchantable quality and shall conform to the attached specifications, if any, and otherwise to Seller's standard specifications for such Product and manufactured to the required specifications for such Product. Upon payment of the purchase price, Buyer will receive good title to all such Products free from any lien or encumbrance.

SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.

Buyer's sole and exclusive remedy for breach of warranty or contract shall be the repair or replacement of defective Product, or, at Seller's option, to refund the purchase price; provided:

8.1 Product has not been altered, damaged, or modified;
8.2 Product has been properly stored, installed, maintained, and operated;
8.3 Product has not been stored more than 6 months; and
8.4 Buyer promptly notifies Seller of any defect, and returns Product to Seller within 45 days of notice of defect, freight prepaid. Defective Product replaced by Seller shall become the property of Seller. Repaired or replacement Product will be shipped to Buyer Ex-Work-Buyer's facility.

Seller is not responsible for any charges relating to warranty work that has not been authorized by Seller in writing. If Seller, without separate compensation, furnishes Buyer with advice or other assistance concerning any Product or any system or equipment In which any such Product may be Installed, the furnishing of such advice or assistance will not subject Seller to any liability whether In contract, tort (Including negligence and strict liability) or otherwise.

9. Indemnity
Buyer will indemnify and hold harmless Seller from and against all damages, losses, claims, and expenses, including attorney fees, incurred by Seller as a result of:

9.1 incorporation of the Product into another product,
9.2 any breach by Buyer of any of its obligations under these terms of sale, or
9.3 any claimed unfair competition or patent, trademark, or copyright infringement or any other claim resulting from Seller's manufacture of goods to Buyer's specifications.

10. Applicable Law
This Agreement shall be governed by and shall be construed according to the laws of The Netherlands. All claims relating to this Agreement or to the Products shall be brought exclusively in the courts of The Netherlands.

11. Cancellation
Customer shall be responsible for all costs incurred in executing a Product Order, up to the time of cancellation. A minimum charge of 500 Euros will be applied for all cancelled orders in addition to cost of products delivered.

12. Confidentiality
Products are the subject of issued or pending United States and foreign patents. Products of the Seller are Proprietary and may not be manufactured, or caused to be manufactured, by any other party.


©Copyright 2013, Bal Seal Engineering, Inc.
LE-187 Rev C, April4, 2011