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Meras Water Solutions – Terms and Conditions of Sale

1. DEFINITIONS:

The following words and phrases, and the grammatical variations thereof, shall have the meanings indicated below:

“Seller” means Meras Engineering, Inc., d.b.a. Meras Water Solutions.
“Buyer” means any person/ firm/ company/ entity purchasing Goods from Seller.
“Goods” means Products and/ or Services which Seller agrees to supply to Buyer.

2. ENTIRE AGREEMENT:

These Terms and Conditions of Sale (as slated here in, referenced in the electronic link www.meras.com/salesterms or otherwise referenced on Seller’s Sales Order, Invoice or any supplement there to, all of which are hereby incorporated by reference) constitute the entire agreement between Seller and Buyer regarding the sale and purchase of Goods covered.  Seller’s Agreement to sell Goods is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions of Sale, and Seller expressly rejects any terms and conditions set forth in Buyer’s purchase order or other document which differ from these Terms and Conditions of Sale and which have not been agreed to in writing signed by a duly expressly authorized representative of Seller.

3. ACCEPTANCE, CANCELLATIONS, AND RETURNS:

No order for Goods placed by a buyer (“Buyer”) shall be binding on Seller unless and until accepted by Seller.  Seller reserves the right to reject any order for any reason.  Once submitted to Seller, an order may not be changed or cancelled by Buyer unless such change or cancellation is expressly agreed to in writing by an authorized, representative of Seller.  Any such agreement to change or cancel an order will be conditioned upon Buyer paying a 10% change or cancellation charge intended to compensate Seller for costs incurred, including, but not limited to, administration costs, storage and shipping costs, costs of producing non-standard items, costs incurred in purchasing materials, change or cancellation costs imposed on Seller by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by Buyer.

Upon Buyer’s receipt of Goods, Buyer shall immediately inspect the same and shall notify Seller in writing within ten (10) business days of delivery of any claims for shortages, defects, damages, deficiencies, or quality concerns.  If Buyer shall fail to notify Seller within said 10 business day period, such Goods shall conclusively be deemed to conform to their respective specifications and to have been irrevocably accepted by Buyer.  Seller shall not be liable to Buyer for any losses or damages resulting from a late delivery or from Seller’s failure to perform due to any cause beyond Seller’s reasonable control.  In no event shall Buyer commence any action under this Agreement later than one year after the cause of action has occurred.

Once accepted by Buyer, Goods may not be returned for credit except Seller’s prior agreement, and then only in strict compliance with Seller’s instructions.  Any returned items will be subject to a restocking fee, disposal fee, or rework fee of 10%.  Under no circumstances will Seller accept a return from any customer for special order Products or any Products that are in a non-saleable condition.

Blanket (standing) Orders may be accepted by Seller on behalf of Buyer under which Goods will be delivered, from time to time, pursuant to an agreed upon schedule.  Once a Blanket Order has been accepted, however, Buyer will not be permitted to cancel or change such Blanket Order without Seller’s prior written agreement.  All blanket orders will be invoiced according to the delivery schedule in place at the time of the Order, or as releases against the Order occur.  Seller shall have the further right to cease delivering Goods under any such Blanket Order and to require payment in advance at any time that Seller, in its sole discretion, determines that there is any doubt regarding the ability to collect on an invoice.

No order for Goods placed by a buyer (“Buyer”) shall be binding on Seller unless and until accepted by Seller.  Seller reserves the right to reject any order for any reason.  Once submitted to Seller, an order may not be changed or cancelled by Buyer unless such change or cancellation is expressly agreed to in writing by an authorized, representative of Seller.  Any such agreement to change or cancel an order will be conditioned upon Buyer paying a 10% change or cancellation charge intended to compensate Seller for costs incurred, including, but not limited to, administration costs, storage and shipping costs, costs of producing non-standard items, costs incurred in purchasing materials, change or cancellation costs imposed on Seller by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by Buyer.

Upon Buyer’s receipt of Goods, Buyer shall immediately inspect the same and shall notify Seller in writing within ten (10) business days of delivery of any claims for shortages, defects, damages, deficiencies, or quality concerns.  If Buyer shall fail to notify Seller within said 10 business day period, such Goods shall conclusively be deemed to conform to their respective specifications and to have been irrevocably accepted by Buyer.  Seller shall not be liable to Buyer for any losses or damages resulting from a late delivery or from Seller’s failure to perform due to any cause beyond Seller’s reasonable control.  In no event shall Buyer commence any action under this Agreement later than one year after the cause of action has occurred.

Once accepted by Buyer, Goods may not be returned for credit except Seller’s prior agreement, and then only in strict compliance with Seller’s instructions.  Any returned items will be subject to a restocking fee, disposal fee, or rework fee of 10%.  Under no circumstances will Seller accept a return from any customer for special order Products or any Products that are in a non-saleable condition.

Blanket (standing) Orders may be accepted by Seller on behalf of Buyer under which Goods will be delivered, from time to time, pursuant to an agreed upon schedule.  Once a Blanket Order has been accepted, however, Buyer will not be permitted to cancel or change such Blanket Order without Seller’s prior written agreement.  All blanket orders will be invoiced according to the delivery schedule in place at the time of the Order, or as releases against the Order occur.  Seller shall have the further right to cease delivering Goods under any such Blanket Order and to require payment in advance at any time that Seller, in its sole discretion, determines that there is any doubt regarding the ability to collect on an invoice.

4. SHIPMENT, HANDLING, AND DELIVERY:

Unless otherwise agreed to in writing by Seller, delivery of Goods by Seller to the carrier at Seller’s designated shipping point shall constitute delivery to the Buyer.  Not withstanding any other provision of this Agreement, title and risk of loss of Product shall pass to the Buyer at Seller’s designated shipping point.  Any freight, shipping, handling, insurance, documentation, demurrage, detention or assessorial fees charged by a carrier shall be paid by the Buyer.

5. PRICING AND TERMS OF PAYMENT:

In addition to the quoted price, Buyer shall also be responsible to pay all sales or use taxes, excise taxes, duties, customs, import or export fees and other taxes, fees or charges of any nature applicable to the Buyer’s purchase of Goods.  The terms of all invoices are net 30 days from the invoice date.  Past due balances are subject to 2.0% service charge per month (24% per year) after 30 days.  If for any reason Seller determines that it has concerns about the financial condition of Buyer, the Buyer’s payment history, or any other condition that in the Seller’s opinion is grounds for refusing to sell to Buyer on credit terms, Seller may, without notice to Buyer cancel an order, change the payment terms or insist upon pre-payment of any order prior to delivery, or may delay the delivery of the Goods until Buyer makes accommodations acceptable to the Seller.  In the event Buyer defaults in the payment of the purchase price of any order, Buyer agrees that it will also be responsible to pay all costs, including attorney’s fees and other expenses of collection resulting from any such default by Buyer.

6. USES, WARRANTIES, LIBILITIES AND SAFETY:

Goods shall be used by Buyer for intended purposes only, strictly in accordance with Product labels and/or Seller’s literature furnished to the Buyer by Seller and are not to be used for any other purposes.  Buyer acknowledges that the Products have not been tested by the Seller for safety or efficacy in any particular application unless otherwise stated in Seller’s written documentation furnished to Buyer.

a. Seller’s Warranty

Seller’s sole and exclusive warranty is that seller’s goods comply with seller’s published chemical and physical specifications.  Seller makes no other warranties either expressed or implied, whether with respect to its recommendations, instructions, product, apparatus, process or otherwise, and specifically disclaims any implied warranties, whether of merchantability, suitability, fitness for a particular use or otherwise.

b. Liabilities

Buyer assumes responsibility for any liability arising out of unloading, discharge, resale, storage, use and/or disposal of any Product or Product containers in combination with other substances, and in compliance or noncompliance with any laws or regulations and damage to or destruction of containers from any cause whatsoever upon or after delivery to the Buyer.  Except to the extent solely and directly caused by any breach of Seller’s obligations stated herein, Buyer shall defend, indemnify and hold harmless Seller and its affiliates and their respective representatives and employees, from and against all losses, liabilities, damages, and expenses made against or incurred by Seller (including its affiliates, and their representatives and employees) arising out of any claim, suit, or proceeding by any governmental agency or any third parties.

c. Limitation of Damages

Notwithstanding anything else herein contained, in no event shall the aggregate liabilities of Seller to Buyer arising out of or relating to any transaction between them exceed the purchase price paid by Buyer to Seller for the Goods at issue.  Seller shall not in any event be liable for incidental, consequential or damages of any kind resulting from use or failure of proper use and/or handling including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, failure to realize anticipated savings, loss of buyer property or any liability of buyer to a third party, or for any labor or any other expense, damage or loss of occasioned by such goods including personal injury or property damage unless such personal injury or property damage is caused by seller’s gross negligence.

d. Buyer’s Remedy:

Seller’s sole and exclusive liability to Buyer and Buyer’s exclusive remedy with respect to Goods, proven to Seller’ssatisfaction to be defective or nonconforming shall be limited, at Seller’s option, to 1) repairing or replacement of such Goodswithout charge or refund of the purchase price, upon the return of such Goods in accordance with Seller’s  instructions or 2) refunding the sales price received by the Seller for such Goods. All claims for breach of warranty must be presented to Seller in writing within ninety (90) days after delivery to Buyer, regardless of their nature. Failure of Buyer to give such notice shall be deemed to be a waiver by Buyer of all claims with respect to the subject Goods.

e. Exclusion of Seller’s Warranty:

Seller’s warranty made in connection with a sale of Goods shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the Goods in any manner, has failed to use the Goods in accordance with industry standards and practices, or has failed to use the Goods in accordance with instructions, if any, furnished by Seller. In no event will Seller be liable for Goods damaged in shipment or in any other manner without the fault of Seller, improper care or storage of the Goods, or for any expenses incurred by Buyer in testing or attempting to correct any nonconformance of the Goods.

f. Buyer’s Representations and Indemnity

The Buyer represents and warrants to the Seller that it shall use the Goods in accordance with applicable law, rule, or regulation, and shall not cause any violation of any patent or other proprietary rights of any third party. The Buyer expresslyrepresents and warrants that Buyer will properly test, use, manufacture and market any Goods purchased from Seller, ormaterials produced with Goods purchased from Seller in accordance with the practices of a reasonable person who is an expert inthe field and in strict compliance with law. The Buyer agrees to indemnify and hold harmless the Seller, its employees, agents,successor s, officers and assigns for and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses,including costs and fees of legal counsel and all other costs of defending any action, that the Seller may incur as a result of anyact or failure to act by the Buyer, its officers, agents or employees, successors or assignees, its customers or all other third parties, whether direct or indirect, in connection with the possession or use of any Goods sold by Seller or by reason of Buyer’ sbreach of any of its agreements contained herein. Buyer’s indemnity shall extend to any claim brought against Seller by a third party alleging that the use of Goods by Buyer infringes the patent rights, trademarks, intellectual property rights or other proprietary rights of any third party. Buyer shall notify Seller in writing within ten (10) business days of Buyer’s receipt ofknowledge of any accident, or incident involving Seller’s Goods which results in personal injury or damage to property, and Buyer shall fully cooperate with Sell er in the investigation and determination of the cause of such accident.

g. Safety:

Buyer acknowledges that there may be hazards associated with the possession and use of the Products and Product containers and shall assume all liability resulting from or in any way connected with possession, transportation, handling, resale or use of theGoods or their suitability for any particular use, and acknowledges that it has a duty to warn, protect and train as appropriate all persons who may be exposed to these hazards. Buyer also acknowledges that Seller has provided Buyer with appropriatelabeling and literature such as Safety Da ta Sheets (SDS). Buyer agrees that the Goods must not be handled or used without first consulting the SDS and will ensure that all its employees and all other persons who may become exposed to the Goods receive andrefer to the SDS. Seller, therefore, makes no guarantee of results and assumes no liability for injuries, damages or penaltiesresulting from their use, since the conditions of handling and use are beyond Seller’s control.

Buyer assumes all responsibility to learn and understand the risks associated with any of the Products and for instructing itsemployees, agents, customers and any other persons who might reasonably be expected to come into contact with the Products,in techniques for safe handling and use of the Products and of any potential risks to person and property in any way connected with the Products. The Buyer also assumes the responsibility for the safe disposal of all Products in accordance with allapplicable laws.

7. GOVERNING LAWS:

Any dispute concerning these Terms and Condit ions of Sale, including as to the legality, interpretation or application shall be governed bythe laws of the State of California, without regard to its principles of conflicts of laws. All Buyers agree that any disputes that concern the Goods and/or these Terms and Conditions of Sale shall be brought in the state courts of the State of California.

8. MISCELLANEOUS:

Seller’s failure to strictly enforce any term or condition contained in Seller’s Terms and Conditions of Sale shall not constitute a waiver of Seller’s right to strictly enforce such terms or conditions at any time in the future. If any provision of these Terms and Conditions of Sale shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings contained herein are for convenience only and are not to be considered ininterpreting these Terms and Conditions of Sale. These Terms and Conditions of Sale are intended to be binding upon, inure to the benefitof, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.