Terms and Conditions

These general terms and conditions of sale exclusively will govern the sale or licensing by WestShore Controls of all goods and services supplied to the Buyer. These terms constitute the final, complete and exclusive agreement between WestShore Controls and the Buyer as to the subject matter here. Buyer’s acceptance of delivery of all products sold by WestShore Controls shall constitute Buyer’s acceptance of the terms and conditions of salecontained herein and on the purchase order completed by Buyer. No addition or modification to these terms and conditions will be binding on WESTSHORE CONTROLS, INC. unless agreed to in writing signed by an authorized representative at WestShore Controls headquarters. WestShore Controls objects to and rejects other terms and conditions that may be proposed by the customer not otherwise consistent with these or other terms and conditions set forth in WestShore Controls written specification, quotation or order acknowledgement.

Pricing shown in any WestShore Controls publication is subject to change without prior notice, unless otherwise specified, and is exclusive of freight, handling fees, and/or other charges. Unless otherwise specified, prices do not include shipping and handling charges.

Net 30 days from date of invoice with ongoing approved credit as determined by WestShore Controls. WestShore Controls reserves the right to suspend any further performance under this agreement or otherwise in the event payment is not made when due. No payment by offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month. New customers will have to pay with a credit card for the initial order. We accept all major credit cards except for American Express.

Delivery terms are Ex Works WestShore Controls plant or warehouse or as otherwise agreed to as evidenced by WestShore Controls order acknowledgement. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. WestShore Controls disclaims all liability for late delivery. All shipping costs including insurance must be paid by Buyer unless otherwise specified by WestShore Controls.

All products sold are warranted by WestShore Controls only for customers who have purchased the products from WestShore Controls within the time period specified by the manufacturer’s standard policy. Customer is aware that the manufacturer retains sole responsibility and exclusive authority for warranting its products. WestShore Controls warrants that new hardware Products furnished will be free from defects in material or workmanship for a period of 36 months from the date of shipment by WestShore Controls. WestShore Controls does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer. Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. WestShore Controls does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer’s application except to the extent expressly represented in WestShore Controls Product’s published specifications or written quotations. WestShore Controls retains the right, in its sole discretion, to levy either a convenience and/or freight charge as compensation for services provided. Such fee, if charged, shall be disclosed to the Customer at the time a warranty claim is presented and the Customer shall pay such charge directly to WestShore Controls upon adjudication of the claim by the manufacturer.

If the above warranty is in lieu of all other warranties and conditions, whether expressed, implied or statutory, including implied warranties, to the fullest extent permitted by applicable law. Rights under the above warranty (subject to noted limitations) extend to Buyer’s customers if Buyer is a WESTSHORE CONTROLS PRODUCTS, INC.-appointed distributor for the Products.

Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to WestShore Controls prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, WestShore Controls reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with WestShore Controls design or manufacturing capabilities. WestShore Controls further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.

Shipment/delivery dates are approximations only. WestShore Controls shall not be liable to pay any penalty or damages, including consequential damages, for any delay in shipment. In no event shall WestShore Controls be liable for any damages, including consequential damages, caused by delays or non-performance resulting from or related to force majeure or other causes beyond WestShore Controls reasonable control, including, but not limited to, war, blockade, civil disturbances, strikes and lockouts, labor shortages, fire and other casualties, acts of nature, accidents and governmental acts (including regulations concerning export and import licensing and currency exchange). In case of non-delivery, WestShore Controls obligation shall be limited to the refund of any advance payment received from Buyer. All claims for loss of or damage to precuts, whether concealed or obvious, must be made, in writing, to the marrier and to WestShore Controls by Buyer as soon as possible after receipt of shipment, and in no case beyond 30 days of shipment, or such claims shall be deemed waived. WestShore Controls will render reasonable assistance in providing information necessary for Buyer to process such damage claims with the carrier or any insurance company.

All sales are final. No product shall be returned or cancelled unless return/order cancel authorization (RMA) has been secured from WESTSHORE CONTROLS, INC. Items must be in saleable condition, the sole determination of which shall be made by WestShore Controls, or items will be returned to the Customer and credit denied. If accepted for return, all returns are subject to a minimum 15% restocking fee. All returns must be unused, unaltered, re-sellable condition, in their original package. The original cartons should not be damaged ordefaced in any way. WESTSHORE CONTROLS, INC. will not credit any items damaged in transit toWESTSHORE CONTROLS, INC.’s warehouse. All returned products are still Buyer’s possession until productsare accepted and inspected by WESTSHORE CONTROLS, INC. No payment deductions/credit should be made until the returns have been evaluated and approved. WestShore Controls assumes no responsibility for verifyingor confirming the accuracy of any specifications provided to it by the Customer.

Buyer is responsible for evaluating received products for final acceptance. All claims of shortage or must be made within 10 business days of receipt of products.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WESTSHORE CONTROLS WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. WESTSHORE CONTROLS, INC.’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOTEXCEED THE COST OF THE PRODUCT(S) GIVING RISE TO THE CLAIM FOR LIABILIT WESTSHORE CONTROLS PRODUCTS, INC. DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION ORASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF WESTSHORE CONTROLS, INC. HEREUNDER.

All quotations are valid for 30 days from the date it was issued unless otherwise stated in the quotation. Verbal quotations expire the same day they are made.

Orders amounting to less than $100.00 net per order will be charged $8.50 handling fee. All drop shipment orders will be charged a minimum of $8.50 per order if the order is less than $100. For drop shipments requiring pallets and larger boxes, there will be a minimum of $8.50 per box or pallet.

Published or advertised weights and dimensions are estimates or approximations only and are not warranted. As WESTSHORE CONTROLS, INC. follows a policy of continuous product improvement, design changes may make this information obsolete. Information on the website and catalog is subject to change without notice.

The product information contained in the website and product catalogs does not constitute an express or implied warranty of quality, any warranty of merchantability or fitness for a particular purpose is herby disclaimed. Since the Buyer’s product information, specific application, and conditions of use are all outside of WESTSHORE CONTROLS INC.’s control, it shall be the responsibility of the Buyer to determine the suitability of any of the products mentioned for the Buyer’s application.

The terms and conditions specified herein constitute the entire agreement between the Buyer and WESTSHORE CONTROLS INC., unless amended, by either party, in writing.