Disclaimer
Given the variety of products, it is impossible for Wolberg, its employees and agents to give advice on the suitability of our products for a specific application. It is the Buyer’s responsibility to obtain and apply expertise specific to their situation as to a particular product application. The Buyer is responsible for determining the suitability of the products Wolberg sells for their different applications and that the products are installed and utilized in accordance with manufacturer specifications, all local, state, and federal regulations and laws and all applicable health and safety standards.

Wolberg has made all reasonable efforts to accurately present the information in its catalogues therefore shall not be responsible for any incorrect information which may result from unintentional oversight. Due to continuous product improvements, the product specifications as stated in the catalogues are subject to change at any time and without notice. The Buyer is responsible for consulting a sales representative of Wolberg for detailed information and to determine any changes of information in the catalogue.

Wolberg can be contacted regarding any questions at (518) 489-8451.

Terms and Conditions of Quotation and Sales

1. Acceptance
“Any order, written or verbal emanating from a quotation (hereinafter referred to as a “contract”), will only be accepted by Wolberg under the terms and conditions set out below, unless otherwise agreed in writing.”

2. Quotations and Prices
Written quotations automatically expire after (30) calendar days from the date issued unless sooner terminated by notice or explicitly stated otherwise. Wolberg’s publications are maintained as sources of general information and are not quotations or offers to sell.

3. Sales, Use, and Similar Taxes
Unless otherwise specifically agreed, the amount of any sales, use, excise taxes, or any similar taxes for which Wolberg is legally liable, either initially or through failure of payment by Buyer, shall be added to the price quoted or to the purchase price and Buyer agrees to pay the same to Wolberg and/or to hold Wolberg harmless therefrom.

4. Variations in Duties and Taxes
Buyer shall bear any increases, after the date of any contract, in or any new imposition of duties, levies or taxes relating to the product sold hereunder. Buyer shall further bear any additional cost and expense to Wolberg due to increases, subsequent to the date of any contract, in freight or insurance rates pertaining to the product sold. The same shall apply to currency exchange fluctuations.

5. Payment
Payment is due no later than thirty (30) days after the date of Wolberg’s invoice for the goods. Wolberg may require prepayment of some or all of the invoice amount prior to delivery. Wolberg may at its option charge interest expense on any balance outstanding more than thirty (30) days at a rate of 1.5% (one and one-half percent) per month.

6. Security Interest and Title
Pursuant to the Uniform Commercial Code, a contract shall serve as the security agreement, reserving in Wolberg a security interest in the goods until full payment of purchase price. The provisions of the Uniform Commercial .Code regarding security interest shall have preference and apply if inconsistent with other terms of the conditions of sale herein. In jurisdictions where the Uniform Commercial Code does not apply, title to the goods shall remain in Wolberg or its assigns until full payment of the purchase price. Buyer agrees to execute forthwith any and all documents in such as Wolberg may require for filing or recording the security interest under the Uniform Commercial Code with the proper registers or offices, or for filing or recording the conditional sales contract.

7. Buyer’s Default
Upon Buyer’s default, Wolberg may make any disposition of the goods that is deems fit and, if it desires to resell the same, may do so at private or public sale, with or without notice, and with or without the property being at the sale, subject, however, to applicable Federal and State Laws. Wolberg or its assigns shall have the right to bid at such sale and may become the purchaser of the property. The proceeds of the sale shall first be applied to the expenses incurred in retaking, repairing, storing and selling the goods, reasonable attorney fees included, and then shall be applied to the payment of the balance due under a contract. Any surplus remaining shall be paid to Buyer. If a deficiency results after resale, the Buyer agrees to pay same forthwith, together with reasonable attorney fees, for the recovery thereof incurred by Wolberg.

8. Goods in Transit
If prior to delivery or while the goods is in transit, Buyer becomes bankrupt or insolvent, or any petition in bankruptcy or for reorganization, or for a state court receivership is filled against Buyer, then Wolberg may forthwith terminate a contract by giving written notice of such termination, and may take possession of any goods theretofore sold to Buyer, in connection with which the full purchase price has not been paid. Any such steps shall not prejudice Wolberg’s rights to any amounts then due under said contract.

9. Refusal or Delivery or Order Cancellation
(a) If Buyer refuses to accept delivery of any goods tendered for delivery hereunder, then Wolberg, without prejudice to Wolberg’s other lawful remedies, may either store or cause such goods to be stored in a warehouse, forBuyer’s account and at Buyer’s cost, risk and expense, or sell such goods (without notice) to any Buyer at public or private sale, and hold Buyer liable for any difference between (i) the contract price for such goods stipulated herein and (ii) the price at which such goods are resold less the costs and expense of such resale including shipping and brokerage costs.

(b) In the event of cancellation of an order, once entered, Wolberg will be entitled to a cancellation charge not to exceed its cost plus anticipated profit. Alternatively, if the equipment ordered can be restocked or reasonably used for other customers a restocking charge will apply.

10. Shipment as Unit
Each shipment by Wolberg shall be treated as a separate and distinct unit, but only with respect to forwarding, terms of payment, and the making of claims by Buyer; however, if Buyer defaults in the payment of any obligation to Wolberg or any installments thereof, under any agreement between Buyer and Wolberg, or if Buyer refuses to accept any goods when tendered for delivery or under any contract between Buyer and Wolberg, Wolberg may, on fifteen (15) days written notice to Buyer, either defer further performance until the defaulted payments are made in full, or make future deliveries for cash in advance only, or treat the entire contract or contracts with Buyer as breached by Buyer and pursue its remedies for breach.

11. Delivery
Unless otherwise agreed, delivery of the goods to any carrier shall constitute delivery to Buyer, and thereafter the risk of loss or damage to the goods shall be upon Buyer and therefore all freight claims should be addressed with the freight carrier according to their terms.

12. Insurance
Buyer shall keep the goods insured against damage by fire, water or other casualty as required by Wolberg, with a company acceptable to Wolberg, with loss payable to Wolberg for the total amount owing hereunder, until Wolberg is fully paid. Wolberg, if it so elects, may place said insurance at Buyer’s expense; Wolberg may cancel such insurance at any time and without notice and may receive the return premium, if any.

13. Shortage and Non-Conformity
Any claim of shortage or that the goods do not conform with the specifications of the order or model must be made in writing within ten (10) days after delivery of the goods (as to which such claim is made) to Wolberg or its nominees, otherwise such claim shall be deemed waived. In the event that Buyer has a claim of shortage or of nonconformity of the goods to the specifications of the order or the model, and if such claim has been submitted within the required time limits as set forth above, Wolberg shall, at its own expense, make up for the shortage of the goods, or replace or repair the goods, as the case may be, but in no event shall Wolberg be or become liable to Buyer or to any other person or persons for any loss or damage, direct or indirect, nor for loss of profits, business or goodwill, arising out of or caused by the shortage.

14. Return of Equipment
No equipment may be returned without first obtaining Wolberg’s authorization. Specially manufactured equipment can be accepted for return or credit only to the extent of value to Wolberg, in each case, to be determined by Wolberg. Equipment accepted for credit, not involving a Company error, shall be subject to Wolberg’s publishedReturn for Credit policy. Returned equipment must be securely packed to reach Wolberg without damage. Any cost incurred by Wolberg to place equipment into condition for resale will be charged to Buyer.

15. Substitutes
Wolberg may, upon notice to Buyer, furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers. The samples, measurements, dimensions and weights contained in Wolberg’s catalogues, sales manuals, photographs, and drawings constitute only an approximate guide. Wolberg reserves the right to make any changes that which Wolberg, in its absolute discretion, considers necessary.

16. Limited Warranty
The sole warranty for products distributed by Wolberg is the original equipment manufacturer’s warranty.

17. Indemnification
Buyer is responsible for determining the suitability of Wolberg products for Buyer’s application and for their installation and use in accordance with all local, state, and federal regulations and laws and applicable health and safety standards, and Buyer agrees to defend, at its expense, all claims and suits asserted or brought against Wolberg, and will indemnify and hold harmless Wolberg from and against any loss sustained as a result of a judgment against Wolberg based on Buyer’s application of the goods.

18. Maintenance
Buyer shall use and shall require its employees and agents to use all safety devices and guards and shall maintain the same in proper working order. Buyer shall use and require its employees and agents to use safe operating procedures in operating the equipment. If Buyer fails to meet the obligations herein, Buyer agrees to indemnify and save Wolberg harmless from any liability or obligation with regard to any personal injuries or property damage directly or indirectly connected with the operation of the equipment.

19. Miscellaneous Provisions
(a) The obligation of Wolberg under any contract shall be modified or excused as the case may be, for reasons of Act of God, war, governmental law or regulations, strikes or lockouts, fire, breakdown of machinery, whether in its own business enterprise, or if for any other cause beyond Wolberg’s control, the goods cannot be delivered or their delivery becomes delayed in whole or in part. In the above instances, time for delivery shall be extended for the period of the delay caused, with the provison, however, that either party may cancel in writing the undelivered portion of the order if the delay exceeds six (6) months from the delivery date originally confirmed by Wolberg. In no event shall Wolberg become liable in the aforesaid instances to Buyer or any third party for consequential damages or business loss.

(b) Any contract and notice given may be assigned, transferred or negotiated by Wolberg, or the time for the making of any payment due hereunder by Buyer may be extended by Wolberg without derogation of any of the rights of Wolberg or its assigns. Waiver by any party of any default shall not be deemed a waiver of any subsequent default.

(c) A contract may not be assigned by Buyer without prior written consent of Wolberg.

(d) Quotations for material are not considered extensions of credit approval with Wolberg.

(e) Any dispute arising under a contract may be brought before any court of proper jurisdiction in Albany County, New York. Buyer and Wolberg agree to waive trial by jury in any action or other such proceedings arising out of or relating to the goods or a contract.

(f) These Terms and Conditions are governed by the applicable laws of the State of New York.

(g) If for any reason a provision of a contract is legally invalid, then in such event the rest of the contract shall remain in full force and effect.

(h) Any amendment to any contract or contracts shall require the consent in writing of both parties.

(i) The terms and conditions contained herein shall govern in any instance where they conflict with the provisions of any forms used by Buyer.