Export Buyer Agreement by qxv10461


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									                             FMC TECHNOLOGIES, INC. [Final Draft @ 3/24/00]
                                        & CONFIRMATIONS

1.   PRICES / PAYMENT: Payment is to                 the presence of abrasive materials,               or repaired.      Notwithstanding the
     be made in U.S. funds, unless                   do not constitute defects. EXCEPT                 above and any other provision herein
     otherwise specified, NET THIRTY                 AS     OTHERWISE         PROVIDED                 to the contrary, Seller's aggregate
     (30) DAYS. Prices invoiced will be              HEREIN, THE FOREGOING IS IN                       liability under this Agreement is
     those in effect at the time of                  LIEU      OF       ALL      OTHER                 limited to reperformance at its own
     shipment. All prices apply F.O.B.               WARRANTIES,        EXPRESS     OR                 cost or (at Seller's option) meeting
     point of manufacture. Seller (defined           IMPLIED, INCLUDING THOSE OF                       the      cost  of    another    party's
     as the person, corporation or entity,           MERCHANTABILITY OR FITNESS                        reperformance, all subject to the
     its parent, affiliated and subsidiary           FOR ANY PURPOSE.                                  financial maximum of the contract
     companies, its subcontractors, and                                                                value, irrespective of any negligence
     its and their respective officers,              B. This warranty shall not apply to               on the part of Seller.
     directors and employees) supplying              Product subjected to misuse, neglect
     the Product (defined as the goods or            or accident. Seller shall not assume         4.   DISCLAIMER / CONSEQUENTIAL
     equipment supplied) under this                  responsibility for rebuilding, repairing          DAMAGES: SELLER EXPRESSLY
     Agreement (defined as all the                   special plating, coating, welding, or             DISCLAIMS ANY OBLIGATION OR
     commercial, legal or technical                  heat treating performed outside                   LIABILITY    FOR     FREIGHT,
     documents issued by Seller to                   Seller's plant by or at the request of            TRANSPORTATION OR LABOR
     govern the design, manufacture                  the Buyer. Product not of Seller's                PERFORMED IN CONNECTION
     and/or supply of its Product such as            manufacture, and included herein,                 WITH     THE   REMOVAL    OR
     these conditions, together with such            special plating, coatings, or heat                INSTALLATION OF REPAIRED OR
     documents       as    are     expressly         treatment applied to Seller's Product             REPLACED PARTS OR FOR ANY
     accepted in writing by the Seller),             is not warranted in any way by                    OTHER EXPENSE, INJURY, LOSS
     reserves the right to place a service           Seller,    but     carry    only     the          OR DAMAGE TO PERSONS
     charge on past due accounts at the              manufacturer's warranty, if any.                  (INCLUDING DEATH) OR TO
     highest rate permitted by law. Seller           Buyer shall assign to Seller, to the              PROPERTY OR THINGS OF
     shall invoice Buyer (the person,                extent possible, any warranties                   WHATSOEVER KIND OR NATURE,
     corporation or entity to whom                   received by Buyer from the                        WHETHER DIRECT, INCIDENTAL
     Product is supplied under this                  manufacturers thereof.                            OR CONSEQUENTIAL, INCLUDING
     Agreement, its parent, affiliated and                                                             BUT NOT LIMITED TO THOSE
     subsidiary companies, co-venturers,        3.   LIMITATION OF REMEDY AND                          ARISING    FROM    LOSS   OF
     co-licensees, its clients, its and their        LIABILITY:        Seller's      liability,        PROFITS,         PRODUCTION,
     respective parents, its and their other         including that for breach of                      INCREASED       COST      OF
     contractors, and its and their                  contract, negligence, strict liability in         OPERATION, RESERVOIR LOSS,
     respective officers, directors and              tort, or otherwise, for its Product and           ENVIRONMENTAL DAMAGE OR
     employees) the full order price and             Buyer's exclusive remedy shall be                 SPOILAGE OF MATERIAL ARISING
     for any additional expenses incurred            limited to (a) the repair or                      IN CONNECTION WITH THE SALE
     by Seller when delivery is suspended            replacement (but not installation) of             OR USE OF, OR INABILITY TO
     pursuant     to     Buyer's     actions,        parts found defective by Seller,                  USE, SELLER'S EQUIPMENT OR
     omissions or written instructions.              F.O.B. Seller's factory if returned to            PRODUCTS FOR ANY PURPOSE,
                                                     the      factory     for     inspection,          EXCEPT AS HEREIN PROVIDED.
2.   WARRANTY:                                       transportation charges paid, or (b) if,
                                                     in Seller's opinion, repair or               5.   FORCE MAJEURE: Seller shall not
     A. Seller warrants Product of its               replacement will not remedy a                     be liable to Buyer for any loss or
     manufacture for a period of one (1)             claimed product deficiency, or if a               damage suffered by the Buyer,
     year from date of shipment, to the              product of Seller's manufacture does              directly or indirectly, as a result of
     extent that Seller will, at its option,         not comply with the description or                Seller's failure to deliver or delay in
     repair or replace, F.O.B. point of              specification set forth herein,         to        delivering the equipment or failure to
     manufacture, any such products if by            repayment of any amounts paid on                  perform, or delay in performing, any
     reason of faulty material or                    the purchase price, cancellation of               other term or condition hereunder,
     workmanship they prove defective                the order and acceptance of the                   where such failure or delay is caused
     under normal use and service and                product F.O.B. point of manufacture.              by circumstances beyond Seller's
     when properly installed: provided,              However, if the product has been in               control, including but not limited to,
     however, that Seller does not in any            use for a period of thirty (30) days,             fires,           computer            or
     manner whatsoever warrant seals or              Seller reserves the right to make a               telecommunications             systems
     packing     materials in equipment              reasonable depreciation charge.                   failures, floods, natural disasters,
     handling special or corrosive fluids or         Any Product replaced or repaired by               strikes, slowdowns, lockouts, war,
     operating at unusual temperatures or            Seller shall be warranted for an                  riot, civil disturbances, embargo,
     pressures,     improper lubrication,            additional one (1) year from                      government          regulations      or
     misapplication, lighting, improper              replacement       date      or    repair          restrictions of any and all kinds,
     voltage supply, deterioration by                completion date, said warranty                    expropriation of plant by federal or
     chemical action, and wear caused by             applicable only to Product replaced               state authority, interruptions of or
                             FMC TECHNOLOGIES, INC. [Final Draft @ 3/24/00]
                                        & CONFIRMATIONS

     delay in transportation, material             upon Buyer, (b) permit Seller to take          payment, plus accrued interest, if
     shortages, power failures, inability to       charge of defense of such suit and             any, and fully performed all of the
     obtain materials and supplies,                compromise same, if Seller deems               terms and conditions hereof. Buyer
     accidents, explosions, acts of God,           advisable, and (c) reasonably assist           agrees to execute all financing
     or other causes of like or different          in the conduct of such defense.                statements or other documents and
     character beyond Seller's control and                                                        take actions considered necessary or
     the time for delivery specified herein        Buyer further agrees to defend and             desirable by Seller to perfect its
     shall be extended during the                  indemnify Seller against any claims            security interest. Title passage for
     continuance of such conditions and            or liabilities for, or by reason of, any       shipments outside of the U.S. shall
     for a reasonable time thereafter.             alleged patent infringement arising            be governed by INCOTERMS.
                                                   from the manufacture or sale of all or
6.   TAXES: Buyer shall pay, reimburse             any part of the product which is           11. INDEMNIFICATION: It is understood
     Seller, or provide a Tax Exemption            manufactured in accordance with the            that Seller has relied upon data
     Certificate for, all federal, state,          specifications furnished by Buyer.             furnished by Buyer with respect to
     county         or        municipality,                                                       the safety aspects of the products
     compensating, intangible, sales, use,         If Buyer is enjoined by a court of             supplied        hereunder       and/or
     gross     income    or   like   taxes         competent jurisdiction, and no                 representations by or on behalf of
     applicable to this contract, now or           appeal can be taken, from selling or           Buyer that such products will not be
     hereafter in effect, except for taxes         using the product for the intended             applied or used by Buyer or its
     payable upon Sellers net income.              purpose or purposes on the ground              customers in such a way as to
                                                   that such sale or use of the product           detract materially from their safety in
7.   RETURNS: No material will be                  infringes a U.S. patent or it is               use, including, without limitation, in
     accepted for credit when returned             established, to Seller's satisfaction          the manufacture of a Product of
     without Seller's written permission or        after investigation, that sale or use of       which Seller's Product will be a
     one (1) year after shipment date. All         the product infringes any such U.S             component and that it is Buyer's
     material accepted for credit is subject       patent, Seller, at its option, may             responsibility to assure that such
     to Seller's normal restocking charge.         either (a) procure a license for Buyer         Product, when installed and put in
                                                   to sell and/or use the Product, (b)            use, will be in compliance with safety
8.   PATENTED PROCESS: Purchase of                 modify the Product to make it non-             requirements fixed by applicable
     the Product does not entitle Buyer to         infringing without seriously impairing         law and will be otherwise legally
     employ the same with any patented             its performance, (c) replace the               adequate      to   safeguard against
     process, owned by Seller or others,           Product with Product substantially             injuries to persons or property.
     except where the Buyer is expressly           equal but non-infringing, or (d)               BUYER       HEREBY AGREES TO
     authorized.       Buyer specifically          accept Product return with a refund            INDEMNIFY, HOLD HARMLESS
     agrees that any discoveries or                to Buyer of the purchase price less            AND DEFEND SELLER, AND ITS
     inventions arising out of or in               fifteen    percent     (15%)     annual        DIRECTORS,                OFFICERS,
     connection with the performance of            depreciation from shipment date.               EMPLOYEES            AND AGENTS
     this Agreement, including but not                                                            AGAINST ANY AND ALL LOSS,
     limited to, any and all patent rights         The foregoing sets forth Seller's              COST,          DAMAGES, CLAIMS,
     and other intellectual property rights        entire liability to Buyer for patent           LIABILITIES       OR     EXPENSES,
     related thereto, shall be and shall           infringement      based    on     the          INCLUDING, BUT NOT LIMITED
     remain the sole property of Seller.           possession, use or sale of the                 TO, REASONABLE ATTORNEYS
                                                   Product      by    Buyer.    It being          FEES,          ARISING OUT OR
9.   PATENT INFRINGEMENT: Except                   understood that the aforesaid Seller           RESULTING FROM ANY INJURY
     in the case of articles, materials and        obligations do not extend to and               TO ANY PERSON, DAMAGE TO
     designs furnished or specified by the         are not applicable in the case of,             ANY       PROPERTY,       OR      ANY
     Buyer, Seller, at its own expense             any patent infringement claims                 POLLUTION OR CONTAMINATION,
     shall defend any suit brought against         directed to a method or a process.             CAUSED BY THE INADEQUACY
     the Buyer on the grounds that use of                                                         FOR THE BUYER'S INTENDED
     the Product for the intended purpose      10. RISK OF LOSS AND TITLE: Buyer                  USE        OF       THE       SAFETY
     or purposes, as furnished by the              assumes risk of loss or destruction            FEATURES,           DEVICES        OR
     Seller, infringes a U.S. patent in            of, or damages to, the Product after           CHARACTERISTICS           OF      THE
     effect on the purchase date, and              delivery to Buyer or carrier,                  PRODUCTS SPECIFIED HEREIN,
     shall pay the amount of any                   whichever first occurs. Title to the           OR IN THE INSTALLATION, USE
     judgment that may be awarded                  Product supplied hereunder, and to             OR      OPERATION        OF     SUCH
     against the Buyer in such suit,               any and all additions, substitutions,          PRODUCTS, EXCEPT CLAIMS
     provided that the Buyer has made all          replacements and          accessories          SOLELY        FOR     REPAIR       OR
     payments due under this Agreement             thereto, shall remain in Seller as a           REPLACEMENT OF DEFECTIVE
     and shall (a) promptly delivered to           purchase money security interest               PARTS       COVERED        BY     THE
     Seller all infringement notices and           (including the right of repossession)          WARRANTY SET FORTH ABOVE.
     other papers received by or served            until Buyer completes purchase price           Buyer represents that it has liability
                            FMC TECHNOLOGIES, INC. [Final Draft @ 3/24/00]
                                       & CONFIRMATIONS

    insurance coverage, in sufficient and                                                        to have accepted the goods, unless
    adequate amounts, to support its          15. TERMINATION BY SELLER: Seller                  Seller is notified of the claim within
    indemnification obligations assumed           reserves the right to terminate this           thirty (30) days after receipt of the
    under this Agreement.                         Agreement if in Seller's sole opinion,         goods. Seller shall be released from
                                                  governmental controls do not permit            any delivery time obligations if: (a)
12. TERMS        AND       CONDITIONS:            Seller to maintain a remunerative              information, including but not limited
    Purchase orders received by Seller            price-cost relationship.      However,         to, data, drawings, schemes, or
    shall be written acceptance of this           Seller's prices will not exceed those          diagrams, necessary for Product
    Agreement.     Buyer purchases the            permitted by lawful governmental               design, manufacture, supply or
    Product offered herein only on                regulations in effect at delivery time.        delivery is not timely received from
    Seller's   terms    and     conditions                                                       Buyer, is incomplete, or contains
    herein. Buyer may choose to issue a       16. REPUDIATION BY BUYER: Buyer                    inaccuracies, (b) Buyer fails to
    purchase      order     to     identify       may not terminate this Agreement               perform any of its obligations under
    equipment for purchase and for its            without Seller's prior written consent         this Agreement, (c) unanticipated or
    own internal purposes. However,               and in the event of same or if Buyer           different Product tests, controls or
    unless accepted in writing by an              otherwise repudiates this Agreement,           inspections must be conducted, and
    authorized employee of Seller, any            Buyer shall be liable to Seller for all        (d) Buyer requests variations.
    Buyer     terms     and     conditions        of its costs and other commitments
    contained in purchase orders,                 incurred to date of repudiation, plus      20. GOODS FOR EXPORT: Buyer shall
    acceptances,       acknowledgments,           its incidental damages, plus the profit        advise Seller of the true and ultimate
    confirmations or other documents              Seller would have made from full               destination of the goods. Unless
    inconsistent with, different from, or         performance of this Agreement.                 otherwise expressly stated, Seller
    additional to the terms and                                                                  presumes goods are destined for
    conditions herein, will be null and       17. GOVERNING LAW: This Agreement                  ultimate delivery in the U.S. If goods
    void, and in lieu thereof, the terms          is construed to be between                     are exported without its knowledge,
    and conditions herein shall control.          merchants and governed under the               Seller shall not be liable          for
                                                  laws of [state]. The parties agree to          packaging,        marking, labeling,
13. GENERAL: (a) no modification                  the exclusive jurisdiction of [state],         documentation,        or     warranty
    hereof shall be binding upon Seller           without regard to its conflicts of laws.       deficiencies which may result.
    unless such modification is in                The prevailing party in litigation,
    writing signed by a duly authorized           including any appeal or petition for       21. INSTALLATION, SERVICE AND
    representative of Seller, (b) should          review, will be entitled to recover            SUPPLY        CONTRACTS:          This
    any part or provision herein be               reasonable attorney fees and costs.            Agreement is not a supply contract
    contrary to, prohibited by, be held                                                          for the ongoing sale of goods, but a
    unenforceable, be deemed invalid or       18. ASSIGNMENT: Seller reserves the                discrete sale for a quantity of goods.
    in conflict with the applicable laws or       right to approve and accept Buyer's            Any service, Product installation or
    regulations of any jurisdiction, such         assignee of this Agreement prior to            the    existence     of    a    supply
    provision      shall     be    deemed         assignment.        Failure to obtain           arrangement shall be covered by a
    inapplicable and omitted to the               consent entitles Seller to cancel the          separate agreement the parties.
    extent contrary, prohibited or invalid,       Agreement upon written notice.
    but the validity of the remaining parts       Buyer agrees that Seller has the           22. PROPRIETARY           INFORMATION:
    or provisions shall not be affected by        right to assign this Agreement to any          The parties shall keep and maintain
    such holding, shall not be less invalid       of its affiliates and subcontract any          strictly confidential all Proprietary
    and shall be given effect so far as           work provided herein.                          Information (defined as all business
    possible, and (c) the entire                                                                 and technical information made
    understanding between the parties is      19. DELIVERY AND ACCEPTANCE:                       available, directly or indirectly, to the
    set forth herein and any promises,            Deliveries are scheduled only after            other party). The parties agree to
    representations,       warranties    or       receipt of an order and clarification of       defend, indemnify and hold each
    guarantees not contained herein,              required     technical    information,         other harmless from all claims arising
    shall have no force and effect unless         including     Buyer    approval       of       from a breach of this confidentiality
    in writing signed by Seller and Buyer.        drawings when required. Shipping               obligation, which shall survive
                                                  dates are estimates, made to the               termination of this Agreement.
14. ADDITIONAL CHARGES: If repair                 best of Seller's ability based on
    parts, substitutions or additional            conditions prevailing at the time of       23. DRAWINGS / SPECIFICATIONS:
    Product are purchased by Buyer, the           quotation, and are not guaranteed.             Buyer shall be responsible for the
    terms and conditions herein shall be          Delivery to a carrier shall constitute         accuracy of any designs, drawings,
    applicable thereto, as if originally          delivery to Buyer.       Buyer must            and specifications it provides and
    purchased       hereunder.      Seller        immediately inspect or provide for             shall hold Seller harmless from any
    reserves the right to discontinue the         immediate inspections upon delivery.           and all costs or expenses Seller
    manufacture of or change or modify            All claims for alleged defects are             incurred due to errors or mistakes.
    any Product design or construction.           waived and Buyer shall be deemed
                        FMC TECHNOLOGIES, INC. [Final Draft @ 3/24/00]
                                   & CONFIRMATIONS

ALTERNATIVE OR ADDITIONAL                      Seller and its subcontractors arising
PROVISIONS:                                    out of this contract. Both Seller and
                                               Buyer further agree that they shall
1. PRICES / PAYMENT: Orders will               support their mutual indemnity
be invoiced upon shipment. Terms               obligations under this contract, with
are specified in the quotation. All            respect to personal injury, death or
orders are subject to the approval of          property damage, with liability
Seller and Seller's credit department.         insurance coverage        in    equal
Seller may require full or partial             amounts.
payment in advance.           Pro-rata
payments shall become due as                20. EXPORT / IMPORT:            Export of
shipments are made. If shipments                goods covered by this Agreement is
are delayed by Buyer for any cause,             under U.S. Government control. If a
payment shall become due from the               validated export license is required,
date which Seller is prepared to                Seller will prepare an application
make shipment, and storage shall be             upon the receipt of the order and
at Buyer's risk and expense.          If        submit to the appropriate authorities
manufacture is delayed by Buyer for             in Washington, D.C. Acceptance of
any cause, a partial payment based              an order, production schedule or
upon the portion of the order                   delivery is contingent upon receipt of
completed shall become due from                 the validated license by Seller.
the date on which Seller is notified of         Likewise and in the event an Import
the delay.     A service charge of              Permit or License is required or
0.833% per month shall be applied to            Dollar Exchange Control is in effect
past due accounts, unless this rate             in     the    destination     country,
exceeds the highest rate permitted              acceptance of an order is contingent
by law, in which case such permitted            upon Seller's notification that such
law shall apply.                                Import Permit or License has been
                                                granted and clearly stating the period
2A. WARRANTY: Seller warrants                   of validity, the issuance date,
that the good under this contract will          whether the expiration date refers to
be free from defect in material and             clearance from a U.S. or arrival at a
workmanship for a period of eighteen            destination port and whether Dollar
(18) months from the date of                    Exchange Control exists.
shipment or twelve (12) months from
the date of installation, whichever         24. FREIGHT CHARGES: If quoted,
date is earlier.                                inland freight charges from Seller's
                                                factory to port of shipment, port
4. CONSEQUENTIAL DAMAGES:                       handling charges, and ocean freight
Neither Seller nor Buyer shall be               charges are estimates at quotation
liable to the other in contract, tort, or       time, but are not fixed amounts.
otherwise,       directly    or    under        Actual charges will be invoiced.
indemnity, for any special, indirect, or
consequential damages, including
but not limited to, lost profits, loss of
production, reservoir loss or damage,
environmental or pollution damage,
or damage to either party's property
or facilities, regardless of cause.

11.    INDEMNIFICATION:         Buyer
hereby agrees to release, defend,
indemnify, and hold harmless Seller
against all personal injury, death, or
property damage claims and suits by
Buyer and its subcontractors arising
out of this contract. Likewise, Seller
hereby agrees to release, defend,
indemnity, and hold harmless Buyer
against all personal injury, death, or
property damage claims and suits by

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