Trademarks and Intellectual Property Disclaimer

 

VALVE-ACTUATOR-WAREHOUSE.COM, the VALVE-ACTUATOR-WAREHOUSE.COM logo, and all product names appearing on our Web sites are among the trademarks and/or service marks owned by VALVE-ACTUATOR-WAREHOUSE.COM, or its subsidiaries or affiliates, and no trademark or service mark or other license is granted in connection with the materials contained on any VALVE-ACTUATOR-WAREHOUSE.COMS Web site.

Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license to any patent, trademark or other intellectual property right of VALVE-ACTUATOR-WAREHOUSE.COM or any third party. VALVE-ACTUATOR-WAREHOUSE.COM makes no representations or warranties that any use of the information contained on this Web site will not infringe any such patent, trademark or other intellectual property right of VALVE-ACTUATOR-WAREHOUSE.COM or any third party.
 

General Legal

 

 

Unless otherwise agreed in writing, the following terms and conditions apply without exception to all sales by VALVE-ACTUATOR-WAREHOUSE.COM to Buyer. 

 

1.SOLE TERMS.

 

VALVE-ACTUATOR-WAREHOUSE.COM’s sale is expressly limited to the terms herein and any additional or different terms or conditions on Buyer's purchase order or any other instrument, agreement, or understanding are deemed to be material alterations and are rejected and not binding upon VALVE-ACTUATOR-WAREHOUSE.COM.  VALVE-ACTUATOR-WAREHOUSE.COM’s acceptance of Buyer’s order is expressly conditional upon Buyer’s assent to the terms and conditions contained herein in their entirety. Buyer’s acceptance of delivery from VALVE-ACTUATOR-WAREHOUSE.COM constitutes Buyer’s acceptance of these terms and conditions in their entirety.

 

2.QUOTE/ PRICES.

 

VALVE-ACTUATOR-WAREHOUSE.COM may change the prices and specifications of all goods at its sole discretion and without any notice, with the exception that VALVE-ACTUATOR-WAREHOUSE.COM's quotation is firm only if Buyer enters an order within the time specified on the quote or, if none be mentioned, 30 days. Buyer must request shipment of the entire quantity of goods ordered within 12 months from date of order, otherwise, VALVE-ACTUATOR-WAREHOUSE.COM standard prices at time of shipment may, at VALVE-ACTUATOR-WAREHOUSE.COM’s option, apply to those quantities actually delivered, even if already invoiced. Unless explicitly stated, prices do not include installation, start-up, commissioning or maintenance. All tooling, designs, drawings, and other intellectual property produced or delivered hereunder are owned by the manufacturer of the relevant Goods.

3.DELIVERY

 All delivery dates are estimates unless agreed otherwise by VALVE-ACTUATOR-WAREHOUSE.COM in writing. Delivery terms for goods are EXWORKS (Incoterms 2000) VALVE-ACTUATOR-WAREHOUSE.COM’s facility with all risk of loss or damage to goods passing to Buyer upon making the goods available to carrier for shipment.

 Within 14 days of delivery, any claim for shortage must be reported in writing to VALVE-ACTUATOR-WAREHOUSE.COM, otherwise all goods will be deemed delivered and accepted.  Buyer shall be liable for any delays or increased costs incurred by VALVE-ACTUATOR-WAREHOUSE.COM caused by or related to Buyer’s acts or omissions. Title to the goods shall pass to Buyer when it has paid the full price for the goods, and until such time as full payment is made, Buyer shall comprehensively insure the goods for the benefit of VALVE-ACTUATOR-WAREHOUSE.COM, keep them free from all charges and security interest and give appropriate notice of reservation of ownership to third parties. 

4.TAXES.

The amount of any and all applicable taxes will be added to the price and paid by Buyer, unless Buyer has provided VALVE-ACTUATOR-WAREHOUSE.COM with exemption certificates acceptable to the taxing authorities.

5.FORCE MAJEURE.

VALVE-ACTUATOR-WAREHOUSE.COM is not liable for any delay in production or delivery of goods if due to a force majeure event, which includes, among other things, inability or refusal by third party suppliers to provide VALVE-ACTUATOR-WAREHOUSE.COM goods, parts, services, manuals or other information necessary to the goods to be delivered, shortages or inability to obtain materials  or components, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit  VALVE-ACTUATOR-WAREHOUSE.COM’s ability to perform, fire, earthquake, flood, severe weather conditions, or any other acts of God, quarantines, epidemics, pandemics,  or other  regional medical crises, labor strikes or lockouts, riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war (or imminent threat of same), or any other cause whatsoever beyond VALVE-ACTUATOR-WAREHOUSE.COM's reasonable control.  If the force majeure event continues for longer than 90 days, either party may terminate Buyer’s purchase order and Buyer will pay VALVE-ACTUATOR-WAREHOUSE.COM for work performed prior to termination and all reasonable expenses incurred by VALVE-ACTUATOR-WAREHOUSE.COM as a result of such termination.  In the event of delays in delivery or performance caused by force majeure or Buyer, the date of delivery or performance shall be extended by the period of time VALVE-ACTUATOR-WAREHOUSE.COM is actually delayed or as mutually agreed. If, for reasons other than the foregoing, VALVE-ACTUATOR-WAREHOUSE.COM should default or delay or not deliver goods, Buyer's sole remedy against VALVE-ACTUATOR-WAREHOUSE.COM is an option to cancel Buyer’s purchase order, through prior written notice to VALVE-ACTUATOR-WAREHOUSE.COM. VALVE-ACTUATOR-WAREHOUSE.COM may make deliveries under any order in one or more shipments.

6. CANCELLATION.

If the Buyer shall at any time cancel any purchase order or other contract for the purchase of goods, or refuse to accept delivery of the goods, the Buyer shall be obliged to pay to the Seller the total contract price in respect of the goods save to the extent otherwise agreed in writing by the Seller.
 

7.RETURN/REFUND POLICY

 

Return for Credit for Unused Product: At Sellers option, merchandise may be returned subject to a 30% restocking fee.  At its option, Seller may accept as a return for credit unused  product in its un-opened original package and in a condition that could be sold as new providing the product was purchased from Seller no more than fourteen (14) days prior to the date of return. Buyer must provide proof of purchase within the preceding fourteen (14) days and method of payment. Buyer shall be responsible for any freight on returns and returns of product must be unopened and must include all original instructions and packaging within the original box. 

 

8.SOFTWARE.

 

Software, whether supplied separately or installed on a good, is governed by the following terms unless a software license agreement is included with such software.  Software is hereby licensed and not sold. Subject to Buyer’s compliance with these terms and conditions, VALVE-ACTUATOR-WAREHOUSE.COM grants a personal, limited, nonexclusive license to use the object code of the software solely for Buyer’s internal purposes.  The license is limited to such goods and/ or location(s) as are specified on Buyer’s purchase order for which this instrument serves as either a quotation or acknowledgment. No other use is permitted. VALVE-ACTUATOR-WAREHOUSE.COM retains for itself (or, if applicable, its suppliers) all title and ownership to any software delivered hereunder, all of which contains confidential and proprietary information and which ownership includes, without limitation, all rights in patents, copyrights, trademarks, and trade secrets. Buyer shall not attempt any sale, transfer, sublicense, reverse compilation, disassembly, or redistribution of the software except as expressly permitted herein. Nor shall Buyer copy, disclose, distribute, or display any such software, or otherwise make it available to others (except as VALVE-ACTUATOR-WAREHOUSE.COM authorizes in writing) or allow any unauthorized use of the software.  If the software is delivered with a good listed on the face hereof, Buyer may only transfer its license of the software to a third party in conjunction with the sale by Buyer of the good on which the software is installed.  VALVE-ACTUATOR-WAREHOUSE.COM may terminate this license if Buyer defaults under these terms and conditions. 

 

9.WARRANTY.

 

Buyer acknowledges that VALVE-ACTUATOR-WAREHOUSE.COM is a distributor of the goods. VALVE-ACTUATOR-WAREHOUSE.COM makes no warranty whatsoever, whether express or implied, in respect of the goods whether relating to their marketability, quality and/or fitness for purpose and/or any particular use. VALVE-ACTUATOR-WAREHOUSE.COM will not be liable for any damages whatsoever in respect of any warranty relating to the goods, but VALVE-ACTUATOR-WAREHOUSE.COM will make available to Buyer the published warranties of the supplier to the extent VALVE-ACTUATOR-WAREHOUSE.COM has the right to such warranties.

 

10.LIMITATION OF LIABILITY.

 

(a) In no event shall VALVE-ACTUATOR-WAREHOUSE.COM be liable for (i) any indirect, incidental, consequential loss; (ii) any loss arising  from business interruption; (iii) loss of profits; (iv) loss of revenue; (v) loss of use of any property or capital; (vi) loss of anticipated savings; or (vii) loss of data.  VALVE-ACTUATOR-WAREHOUSE.COM shall not be liable for any loss or damage where that liability arises as a result of its knowledge (whether actual or otherwise) of the possibility of any such loss or damage. 

 

(b) VALVE-ACTUATOR-WAREHOUSE.COM’s liability in respect of any purchase order or otherwise under these terms and conditions shall in no case exceed the contract price of the specific goods that give rise to the claim.

 

(c) These exclusions and limitations on damages shall apply regardless of how the loss or damage may be caused and against any theory of liability, whether based in contract, tort, indemnity or otherwise. 

 

(d) The Buyer shall indemnify VALVE-ACTUATOR-WAREHOUSE.COM against claims, damages, losses, costs and expenses incurred by VALVE-ACTUATOR-WAREHOUSE.COM as a result of either claims made against VALVE-ACTUATOR-WAREHOUSE.COM by third parties arising out of the combination or use of the goods with any incompatible ancillary products that may be connected to the goods or any other matter for which VALVE-ACTUATOR-WAREHOUSE.COM would not be liable to Buyer under these terms and conditions. 

 

11.RECOMMENDATIONS.

 

Any recommendations or assistance provided by VALVE-ACTUATOR-WAREHOUSE.COM concerning the use, design, application, or operation of the goods shall not be construed as representations or warranties of any kind, express or implied, and such information is accepted by Buyer at Buyer’s own risk and without any obligation or liability to VALVE-ACTUATOR-WAREHOUSE.COM.  It is the Buyer’s sole responsibility to determine the suitability of the goods for use in the Buyer’s application(s).  The failure by VALVE-ACTUATOR-WAREHOUSE.COM to make recommendations or provide assistance shall not give rise to any liability to VALVE-ACTUATOR-WAREHOUSE.COM.

 

12.PRECLUSION AGAINST SETOFF. 

 

Buyer shall not set off any invoiced amount against any amount due or to become due from VALVE-ACTUATOR-WAREHOUSE.COM to Buyer or its affiliates.

 

13. INDEMNIFICATION. 

 

Buyer shall indemnify VALVE-ACTUATOR-WAREHOUSE.COM for all costs and damages, including attorneys’ fees, suffered by VALVE-ACTUATOR-WAREHOUSE.COMas a result of Buyer’s actual or threatened breach of these terms and conditions.  

14. VALVE AND ACTUATOR CONFIGURATION. 

 

Valves Porting fail safe position: At the time of order, if the customer fails to provide the valve port configuration (fail normally open/normally closed) the valve will be configured from the factory as normally open.

Belimo MFT Actuator Configuration:  At the time of order, if the customer fails to provide the MFT signal configuration, the actuator will be configured from the factory with a 2-10vdc signal input.

 

 

  

                                             January 2015