STANDARD TERMS AND CONDITIONS
1. Unless otherwise indicated on the face of the invoice, title, liability for and risk of loss to product sold hereunder passes to
Buyer upon shipment from premises of Stratus Climate Screens B.V. hereunder (“Stratus Climate Screens“).
2. Stratus Climate Screens no warranty of any kind, express or implied, except the goods sold hereunder shall be free of defects
and shall meet its published specifications at the time of delivery. THERE IS NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
3. In the event materials sold and delivered do not meet published specification at the time of delivery, Buyer’s remedies are
limited to replacement of the goods or refund of the purchase price, at the option of Stratus Climate Screens. Failure of the Buyer to
give notice of a claim within fourteen (14) days of delivery shall constitute a waiver by the Buyer of all claims with respect
to such goods. No claims shall be allowed after the goods have been resold. THIS IS THE BUYER’S EXCLUSIVE REMEDY
FOR ANY FAILURE OF THE PRODUCT TO MEET PUBLISHED SPECIFICATION OR OTHER DEFECT, REGARDLESS OF
WHETHER THOSE SPECIFICATIONS ARE THAT OF Stratus Climate Screens OR THAT OF ANOTHER PARTY. SINCE THE MATERIAL SOLD HEREUNDER MAY BE USED UNDER VARYING CONDITIONS UNDER WHICH Stratus Climate Screens NO CONTROL.Stratus Climate Screens MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXCEPT AS SET FORTH HEREIN ABOVE, AND THERE IS NO IMPLIED WARRANTY AS TO THE FITNESS OF THE MATERIAL SOLD HEREUNDER, EXCEPT AS PROVIDED HEREIN
ABOVE. IN NO EVENT SHALL Stratus Climate Screens LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR
OTHER DAMAGES UNDER ANY THEORY OF LAW OR STATUTE. Stratus Climate Screens SHALL UNDER NO CIRCUMSTANCES OR
UNDER ANY THEORY OF LAW, BE LIABLE FOR DAMAGES WHICH ARISE AS A RESULT OF CLAIMS OR PERSONAL INJURY
OR DEATH. DAMAGE TO PROPERTY, LOSS OF PROFITS, PUNITIVE EXEMPLARY SPECIAL DAMAGES OF ANY TYPE.
SELLER’S TOTAL LIABILITY HEREUNDER SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE TOTAL VALUE OF THE
PRODUCTS AS INVOICED BY THE SELLER.
4. If this agreement covers products that must necessarily be manufactured especially for Buyer and is suspended or
terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed and
such as are in process on the date notice of suspension or termination is received by Stratus Climate Screens provided, that if Buyer for any reason cannot accept delivery of such products, it will make payment therefore as though delivery had been made
and Stratus Climate Screens store such products for Buyer’s account and at Buyer’s expense.
5. At Buyer’s request, Stratus Climate Screens may furnish such technical assistance and information as it has available with respect to the use of the products covered by the agreement. Unless otherwise agreed in writing, all such technical assistance and
information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon.
6. The Buyer shall reimburse Stratus Climate Screens for all taxes, (excluding income taxes) excises or other charges which Stratus Climate Screens may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the products sold hereunder.
7. In the event Buyer fails to fulfill the payment terms of Stratus Climate Screens or in case Stratus Climate Screens shall have any doubt at any time as the Buyer’s financial responsibility, Stratus Climate Screens may decline to make further deliveries except upon receipt of cash or satisfactory security.
8. This agreement is not assignable or transferable by either party, in whole or in part, except with the prior written consent
of Stratus Climate Screens. Stratus Climate Screens has the right to sell, assign, or otherwise transfer its right to receive payment under this agreement.
9. In addition to the Standard Conditions of Sale set forth herein, any Special Conditions of Sale set forth on the front of the
invoice or in the current price list for the products sold hereunder shall apply and are incorporated by reference herein.
10. This document, along with documents specifically referred to herein, contains all of the terms and conditions with
respect to the sale and purchase of the products sold hereunder. These terms and conditions supersede any of previous
date and no modification thereof shall be binding on either party unless in writing and signed by both parties. No
modification shall be effected by the acknowledgement or acceptance of purchase order forms stipulating different
conditions. Unless Buyer shall notify Stratus Climate Screens in writing to the contrary as soon as practicable after receipt of this
document by Buyer, the Buyer’s acceptance of the products or payment therefore shall be equivalent to Buyer’s assent
to the terms and conditions hereof. Waiver by either party of any default by the other party hereunder shall not be
deemed a waiver by such party of any default by the other which may thereafter occur.
11. This agreement is to be construed, and the respective rights of Buyer and Stratus Climate Screens are to be determined according to the laws of The Netherlands. without regard to choice of law or conflicts principles of any jurisdiction, including The
Netherlands, and the courts of The Netherlands shall have exclusive jurisdiction over any disputes or issues arising under
this agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this
agreement or the performance thereof or any aspect of any dispute arising therefrom.
12. Stratus Climate Screens is not be liable to Buyer for any loss, damage, expenses, injury or death whatsoever arising or resulting from acts of God, Government orders, strikes, lock-outs, inability to secure materials or supplies at commercially justifiable
rates, accidents, plant break downs, war, civil commotion, or any other circumstances beyond the control of Stratus Climate Screens (a “Force Majeure Event”). On the happening of a Force Majeure Event, TORRO Climate Screens advise the Buyer with reasonable promptness and Stratus Climate Screens may suspend its performance during such Force Majeure Event without liability to the Buyer.
13. Buyer acknowledges the sale of the materials are on an “AS IS” basis and the Buyer has waived all rights of inspection of
the materials sold hereunder.
14. Buyer assumes all risks and liabilities for the results obtained by the use of materials sold hereunder. Buyer has no
remedy for the failure of the goods to perform in any usage or to meet any specifications.
15. Stratus Climate Screens MAKES NO WARRANTY THAT THE GOODS SOLD HEREUNDER SHALL MEET ANY PUBLISHED
SPECIFICATION. Stratus Climate Screens SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY. Stratus Climate Screens MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH
RESPECT TO THE GOODS SOLD HEREUNDER.
16. THERE IS NO REMEDY FOR THE FAILURE OF A PRODUCT MARKED “SECONDS” TO MEET ANY PUBLISHED
SPECIFICATION, WARRANTY, OR TO PERFORM ANY USAGE. Stratus Climate Screens SHALL NOT, UNDER ANY CIRCUMSTANCES, OR UNDER ANY THEORY OF LAW, BE LIABLE FOR DAMAGES WHICH ARISE AS A RESULT OF CLAIMS OF PERSONAL
INJURY OR DEATH, DAMAGE TO PROPERTY, LOSS OF PROFITS, PUNITIVE OR EXEMPLARY DAMAGES OF ANY TYPE.
TERMS AND CONDITIONS OF THE SALE OF SECONDS
If the items on the face of the invoice are marked as seconds, or if the invoice indicates the sold items are seconds, the following additional terms apply:
a. Buyer acknowledges the sale of the materials are on an “AS IS” basis and the Buyer has waived all rights of inspection of
the materials sold hereunder.
b. Buyer assumes all risks and liabilities for the results obtained by the use of materials sold hereunder. Buyer has no remedy
for the failure of the goods to perform in any usage or to meet any specifications.
c. Stratus Climate Screens MAKES NO WARRANTY THAT THE GOODS SOLD HEREUNDER SHALL MEET ANY PUBLISHED
SPECIFICATION. Stratus Climate Screens SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY. Stratus Climate Screens MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH
RESPECT TO THE GOODS SOLD HEREUNDER.
d. THERE IS NO REMEDY FOR THE FAILURE OF A PRODUCT MARKED “SECONDS” TO MEET ANY PUBLISHED
SPECIFICATION, WARRANTY, OR TO PERFORM ANY USAGE. Stratus Climate Screens SHALL NOT, UNDER ANY CIRCUMSTANCES, OR
UNDER ANY THEORY OF LAW, BE LIABLE FOR DAMAGES WHICH ARISE AS A RESULT OF CLAIMS OF PERSONAL
INJURY OR DEATH, DAMAGE TO PROPERTY, LOSS OF PROFITS, PUNITIVE OR EXEMPLARY DAMAGES OF ANY TYPE.