1. QUOTATIONS:

All orders are subject to acceptance by Seller at its offices. Any written quotation of Seller is subject to and shall not be binding upon Seller until actual receipt by Seller   at Cambridge, Ontario, of Buyer’s written order based upon all the terms and conditions hereof, without qualification.

2. FORCE MAJURE:

The acceptance and fulfillment of orders and agreements are contingent upon and subject to accidents, breakdowns, strikes, delays, interruptions in or failure of sources to supply materials and equipment, transport delay, Government action, acts of God or other courses or conditions. 

3. TAXES:

Prices stated herein do not include any manufacturer’s, sales, use or other taxes, charges in duties and the amount of any thereof which Seller is required to pay or collect will be paid by Buyer. 

4. PRICES:

Prices stated herein are F.O.B. Seller’s plant at Cambridge, Ontario and are based upon the quantities specified +/-10% on non-standard products. Such prices are subject to adjustment by Seller for any change made by Buyer and approved by Seller in quantities, specifications, delivery or other terms hereof.    

5. PAYMENT:

Payment to Seller by Buyer shall be Net Cash 30 days from the date of each invoice. Specific terms are stated in each quotation. Buyer agrees to pay 2% interest on late payments of Seller’s invoice.  

6. CANCELLATION:

After acceptance by Seller, orders shall not be subject to cancellation except with Seller’s consent and upon terms that will indemnify the Seller against all labour and materials costs, including profit to the date of cancellation, plus all sub-vendor cancellation charges. 

7. DELIVERY:

Delivery of products to a common carrier or licensed trucker shall constitute delivery to the Buyer and all risks of loss or damage in transit shall be borne by the Buyer. Title to the products shall remain with the Seller until payment is received by Seller.  

8. DESIGN APPROVAL:

Design documents submitted to the Buyer for approval shall be reviewed by the Buyer and returned to the Seller within four (4) weeks, indicating in writing that Seller may proceed with procurement of materials for the order in accordance with the design as submitted together with and revisions agreed upon by the two parties. If such approval is not received within four (4) weeks, Pegasus reserves the right to revise the price.  

9. WARRENTY:

The Seller warrants the equipment manufactured by it will be free from defects in workmanship under normal use or service. If any part of the product (except consumables) proves within 12 months of the date of shipment from Seller’s factory to be defective in Seller’s workmanship and if such part is returned to such factory, transportation charges prepaid and if same is found by the Seller to be defective in workmanship it will be replaced or repaired, free of charge, F.O.B. Seller’s factory. 

This warranty is in lieu of all other warranties (including without limiting the generality of the foregoing) guarantees, obligations or liabilities expressed or implied by the Seller or its representatives and by statute or rule of law. 

Seller shall not be liable under the circumstances for consequential or incidental damages including, but not limited to, personal injury, labour costs or loss of profits. 

10. PATENT INDEMNITY:

A. In the event any Article furnished hereunder not made to Buyer’s specifications is claimed to Infringe and United States or Canadian patent issued at time of delivery, Seller agrees to, at It’s option: (1) to procure for Buyer the right to use the Article or (2) to modify or replace the Article so as to avoid infringement or (3) to accept redelivery of the Article and reimburse Buyer for the purchase price and any reasonable transportation expense incurred by Buyer. Where any Product is manufactured from drawings or specifications furnished by Buyer, Buyer shall indemnify Seller against and save Seller harmless from all loss, damage and expense arising out of any suit or claim against Seller for infringement of Seller’s manufacture of such Product. 

B. THE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF PATENT INFRINGEMENT AND IS IN LIEU OF ANY STATUTORY WARRANTY RELATING TO INFRINGEMENT, SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS ANY ARTICLE IS MODIFIED BY BUYER OR IS MADE OR MODIFIED BY SELLER IN ACCORDANCE WITH BUYER’S ORDER AND BUYER SHALL WHOLLY INDEMNIFY SELLER FOR ALL DAMAGES , COSTS OR EXPENSES, INCLUDDING ATTORNEY’S FEES, PAID OR INCURRED BY SELLER IN CONNECTIONWITH ANY CLAIM FOR INFRINGEMENT OF A PATENT, COPYRIGHT OR TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT WHICH ARISES OUT OF SELLER’S COMPLIANCE WITH BUYER’S SPECIFICATIONS.     

11. RESALE:

Resale products are goods which are sold with Seller’s goods or as part of Seller’s products and which are not manufactured by Seller. Seller’s responsibility for resale products is limited to reasonable commercial efforts to arrange for procurement and shipping and to provide services to assist the Buyer in the enforcement of the warranties of the manufacturers of the resale products (such as, for example, pumps, vessels, motors, compressors or electrical components) on behalf of the Buyer, in the event or non-performance of the resale of products. 

SELLER MAKES NO WARRANTY FOR RESALE PRODUCTS, EITHER EXPRESSED OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOLE WARRANTY SHALL BE  THAT OF THE RESALE PRODUCT MANUFACTURER.    

12. CONTROLLING LAW:

This order shall be governed by and construed in accordance with the laws of the Province of Ontario. 

13. ENTIRE AGREEMENT:

This writing is intended by the parties to be the entire agreement and is intended also as a complete and exclusive statement.