Standard Terms & Conditions

The following terms and conditions shall apply to all proposals, quotations and orders for the sale of products and services by H2FLOW CONTROLS, INC. (“H2F”), with such products and services being referred to herein as the “Equipment”, or for the rendering of services (“Services”) by H2F. For purposes of these terms and conditions, the term “Proposal” means (i) any H2F proposal, bid or similar document setting forth the prices of any Equipment or Services, (ii) any H2F sales order confirmation or acknowledgement provided by H2F and relating to the Equipment or Services, and (iii) these terms and conditions.

TITLE; RISK OF LOSS. Unless otherwise specified, H2F shall retain title to all Equipment sold hereunder until the purchase price thereof is fully paid to H2F. Notwithstanding the foregoing, all risk of loss or damage shall pass to BUYER, and delivery shall be deemed to be complete, upon delivery of the Equipment to the carrier, its agent or designee, or upon moving the Equipment into storage, whichever shall occur first, at the point of shipment. Any damage or discrepancies must be reported to H2F within 24 hours of receipt of product.

SHIPMENT. The shipping date is estimated upon the basis of immediate receipt by H2F of BUYER’s purchase order indicating BUYER’s acceptance of the Proposal and all information required to be furnished by BUYER. H2F shall, in good faith, endeavor to ship by the estimated shipping date but reserves the right to vary such date free of any liability to BUYER. Unless otherwise mutually agreed upon in writing, all Equipment shall be shipped F.O.B. H2F’s facility, Toledo, Ohio. Freight charges may include a small handling charge.

BUYER is responsible for providing a secure delivery address. Products lost or damaged at delivery location are the responsibility of BUYER. If the scheduled delivery of Equipment is delayed by BUYER or by reason of any contingency referred to in the Delays terms hereof, H2F may delivery such Equipment by moving it to storage and invoice BUYER for the purchase price, and BUYER shall be liable for any storage and insurance charges. Should the carrier designated by BUYER fail to pick up the Equipment within two (2) days after being given notice, H2F reserves the right to select and make shipment by an alternate carrier and charge BUYER.

PRICES; TAXES; PAYMENT. Prices do not include sales, use, excise or similar taxes (“Taxes”), which are separately itemized and shall be paid by BUYER. Except as otherwise agreed by H2F in writing and attached hereto, the BUYER shall pay the balance of the purchase price in full within thirty (30) days after the H2F invoice date.

OPTIONAL INSTALLATION AND START-UP SERVICES. BUYER shall unpack and position the Equipment upon delivery and shall provide for electrical current supply at the starting box in accordance with U.S. standards (voltage, amperage and cycles) unless otherwise agreed by H2F in writing. When requested in BUYER’s purchase order, and at BUYER’s expense, H2F shall provide one or more H2F service personnel to supervise installation, and if so requested to supervise machine start-up and to instruct BUYER’s operators in the proper use and maintenance of the Equipment. H2F shall arrange for such personnel to arrive within a reasonable time after delivery of the Equipment. BUYER shall pay H2F’s service fee, in addition to the purchase price of the Equipment, according to H2F Standard Service Rate Sheet in effect at the time the Services are performed, as furnished by H2F to BUYER.

CANCELLATION BY H2FLOW CONTROLS, INC. H2F may, by written notice to BUYER and without any liability, cancel BUYER’s order if BUYER (i) fails to perform any of the terms and conditions hereof and does not cure such failure within a period of ten (10) days after receipt of written notice from H2F specifying such failure; (ii) has not established an acceptable payment security in accordance with these Terms and Conditions; (iii) becomes insolvent, makes and assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution or similar proceedings; or (iv) is merged into, or all of a substantial part of its assets are sold to, another company. As a nonexclusive alternative to cancellation, H2F may, by written notice to BUYER and without any liability, suspend any of its obligations hereunder for any reason referenced in subsections (i)-(iv) of this paragraph.

CANCELLATION BY BUYER. BUYER’s purchase order, when accepted by H2F, shall not, for any reason, be cancelled by BUYER without H2F’s prior written consent. If H2F consents to cancellation, BUYER shall pay H2F a cancellation charge in an amount equal to 30% of the total purchase price if BUYER’s purchase order is cancelled after receipt by H2F.

H2FLOW CONTROLS, INC. STANDARD WARRANTY. H2F warrants that all Equipment shall be free from defects in material or workmanship for the following periods:

  • H2FLOW CONTROLS FLOWVIS FLOW METER; three (3) years

  • H2FLOW CONTROLS ECO-FLOW AQUATIC VARIABLE FREQUENCY DRIVE; three (3) years

All other products manufactured by H2F and EMOTRON shall be warranted for a period of one (1) year.

Equipment produced by any manufacturer other than H2F or EMOTRON shall be warranted for the period determined by that manufacturer.

The warranty periods listed are from the date of Original Start-Up of such Equipment. For purposes hereof, the term “Original Start-Up” means the date the Equipment is installed or two (2) months from the date of delivery, whichever is earlier. Provided that H2F receives written notice of breach of this warranty period, H2F shall repair or, at H2F option, replace the Equipment or component thereof determined by H2F to be defective. Return of any repaired or replaced Equipment to BUYER shall be at H2F’s expense. In order to return any product for credit or repair, BUYER must contact H2F for an RMA. Failure to follow H2F procedures may result in refusal of credit and/or disposal of product. This warranty is conditioned upon buyer furnishing unsatisfactory evidence that the Equipment alleged to be defective has been properly maintained and correctly operated under normal conditions with competent supervision and within the operating limits for which such Equipment is offered and sold. This warranty shall not apply to any Equipment that has been subjected to misuse, abuse, neglect or improper storage, handling, or maintenance, or modifications or repairs by any party other than H2F or EMOTRON.

If any one component of an H2F or EMOTRON product proves incurably defective, such component shall be replaced at H2F expense. For purposes of the warranty and acceptable provisions hereof, each H2F product in an H2F system shall be deemed to be purchased from H2F as an individual unit. No warranty provisions contained herein or otherwise applicable to any item of Equipment shall apply to an H2F system as a single entity.

H2F warrants that all Services provided by it hereunder shall be performed in accordance with standards of skill, care and diligence generally adhered to by manufacturers providing services of a similar nature under similar circumstances. EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, H2F MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE, WITH RESPECT TO ANY EQUIPMENT OR LABOR FURNISHED DURING THE SALE, DELIVERY OR SERVICING OF ANY EQUIPMENT. Any Equipment or other items purchased by H2F for resale to BUYER shall carry the standard guarantee of the manufacturer thereof, if any, and H2F shall not be responsible for and defective part thereof.

PRODUCT RETURNS. Should BUYER wish to return product(s) to H2F for an exchange or credit, the following criteria must be met:

  • Product must be in new, unused, and unopened condition;

  • BUYER must obtain an RMA from H2F prior to returning items;

  • The product must be a resalable item. Custom items and items that are obsolete due to design changes are not considered to be resalable;

  • The BUYER is responsible for all return shipping costs;

  • Any returned product(s) shall be subject to a 10% restocking fee.

LIMITATION OF LIABILITY.  In no event shall H2F, its agents, distributors or representatives be liable for special, indirect, incidental or consequential damages, whether in contract, tort, negligence, strict liability or otherwise, including without limitation damages for injury to person or property, lost profits or revenue, lost sales or loss of use of any equipment. BUYER’s sole and exclusive remedy against H2F and its distributors or sales representatives shall be the repair or replacement of detective parts or the reperformance of the services as provided herein. H2F liability on any claim, whether in contract, tort, negligence, strict liability or otherwise, for any loss or damage arising out of or in connection with BUYER’s order, shall in no case exceed the purchase price of the Equipment or the Services actually paid to H2F by BUYER, plus the incremental cost to BUYER, if any, of obtaining from another supplier Equipment or Services comparable in content and function to those provided for herein.

PROPRIETARY INFORMATION. The Proposal and all notes, brochures, technical information concerning processes, devices, machines, systems, marketing strategies and techniques, catalogs, listings, sales, forecasts, agreements, know-how, designs, drawings, specifications, data sheets, memoranda, correspondence or special purpose manufacturing prototypes or samples (“Proprietary Information”) supplied to BUYER by H2F are, and shall remain, the property of H2F and may be covered by one or more H2F patents, patent applications or copyrights. BUYER shall not at any time disclose or make available to any person, firm or corporation, other than H2F, Proprietary Information or use such information for any purpose other than the purposes for which supplied hereunder, and shall provide effective security measures to prevent unauthorized persons from obtaining Proprietary Information. All technical, industrial and commercial information and material that BUYER discloses heretofore and hereafter to H2F is on a nonconfidential basis unless previously agreed to in writing by H2F. H2F grants no rights to BUYER under any H2F patent, design patent, copyright, trademark or know-how, except as may be necessary to fulfill H2F’s obligations under BUYER’s order.

DELAYS. Except with respect to the payment of monies due hereunder, neither party hereto shall be responsible for failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including but not limited to acts of God, fires, civil disobedience, war, riots, strikes, work stoppages, floods, unavailability of suitable transport, changes in governmental requirements, unforeseeable local conditions, inadequate site preparation, uncompleted civil engineering work, or shortages of labor or materials.

ACCEPTANCE OF PROPOSAL. Acceptance by H2F of BUYER’s order, or BUYER’s acceptance of H2F’s Proposal, is expressly limited to and conditioned upon BUYER’s acceptance of, and assent to, these terms and conditions and those referred to herein. Any additional, inconsistent or different terms and conditions contained in BUYER’s purchase order or other documents submitted by BUYER to H2F at any time, whether before or after the date hereof, are hereby expressly rejected by H2F. BUYER acknowledges that, notwithstanding anything to the contrary contained in its purchase order or other documents, receipt and acceptance by BUYER of the Equipment shall constitute acceptance by BUYER of these terms and conditions. All orders are subject to acceptance in writing by H2F at its facility at 7629 New West Rd., Toledo, Ohio 43617.

MISCELLANEOUS.      (a) The entire agreement between H2F and BUYER with respect to BUYER’s order is embodied solely within this Proposal, which supersedes all prior agreements, understandings, representations or warranties, whether oral or written, between H2F and BUYER relating to such order. No statement, recommendation or assistance made or offered by H2F through its representatives in connection with suitability, capacity, performance or compliance with BUYER’S specification of the Equipment sold shall be or constitute a waiver by H2F of any provision hereof. No statements subsequent to the acceptance of this Proposal shall be binding upon H2F, nor shall this Proposal be amended or modified, unless consented to in writing by a duly authorized representative of H2F in a document referencing this Proposal. H2F’s rights and remedies hereunder are cumulative and in addition to any other rights and remedies available under applicable law.

(b) Failure by H2F to enforce any rights under or to insist upon strict performance of any provision in this Proposal shall not constitute a waiver of any breach or a waiver of such provision, irrespective of the length of time for which such failure continues.

(c) Notwithstanding any expiration or permitted cancellation of BUYER’s order, BUYER shall remain obligated under all those provisions of this Proposal which expressly or by their nature extend beyond and survive such expiration or cancellation.

(d) If any provision or any portion of any provision in this Proposal shall be held to be void or unenforceable, the remaining provisions, and the remaining portions of any provisions of this Proposal held void or unenforceable in part, shall continue in force and effect.

(e) This Proposal shall not be assigned, subcontracted or delegated, in whole or in part, without H2F’s prior written consent.

(f) This Proposal shall be governed by and interpreted in accordance with the laws of the State of Ohio. Any legal action or proceeding arising from or in connection with this Proposal shall be brought exclusively in the courts of the State of Ohio or in the U.S. District Court for the Northern District of Ohio and shall not be transferred or removed to any other court, provided, however, that H2F may commence an action in any jurisdiction where BUYER or its assets may be located, for an injunction, collection or similar relief to enforce the provisions hereof.