Terms and Conditions | GoatThroat Pumps

POLICY FOR SALES IN THE UNITED STATES

Prices to Retail Customers. Identification required from all customers. Possession of our catalog does not constitute the right to purchase from WESTCOTT Distribution, Inc. All prices offered are subject to change without notice.

Prices to Wholesale Only. Identification required from all customers. Possession of our wholesale catalog does not constitute the right to purchase from WESTCOTT Distribution, Inc., (WESTCOTT) All prices offered are net wholesale prices with trade discounts already deducted. All prices offered are subject to change without notice.

Sales Tax. WESTCOTT is required to charge applicable state and local tax on every item sold in New York State for which sales tax exemption certification has not been provided. When ordering please indicate clearly which items are tax exempt, and provide a New York State Resale Certificate.

Payment Terms. For customers with established credit, terms are net thirty (30) days from date of shipment. At WESTCOTT’s option, export orders may be subject to special export payment terms and conditions. If credit is not established, please include payment with order or purchase through Visa, MasterCard or American Express. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. WESTCOTT shall have the right of set-off and deduction for any sums owed. If customer fails to make payment within thirty (30) days, WESTCOTT may defer shipments until such payment is made, may cancel all or any part of unshipped order, or exercise any other legal rights available. Orders shipped prior to payment are subject to 5% per month later payment if unpaid in 30 days. Consignee will pay all collections costs in the event of non-payment.

Credit Balance. Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND WESTCOTT SHALL HAVE NO FURTHER LIABILITY.

Return Policy. Once the product leaves our facility, it cannot be returned to guarantee purity. Under certain exceptional circumstances, unused and unopened equipment may be returned. There will be a 25% restocking fee provided that product is returned in its original packing and is unopened and unused. Return authorization must be obtained from WESTCOTT prior to such return. Shipping and handling charges will be born by purchaser.

Warnings and Cautions: It is the customer’s responsibility to read the warnings and cautions found here: https://www.goatthroat.com/documentation/warnings-and-cautions/

FREIGHT POLICY

Shipping Charges. Unless otherwise stated, freight and shipping fees will be charged for shipments to a customer’s place of business anywhere in the United States, using a carrier of our choice. Other terms apply to export orders. Any extra charges incurred for additional services, such as customer’s carrier or special handling by the carrier, must be paid by the consignee. Items backordered from an order qualifying for prepaid shipping charges will be shipped prepaid. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, consignee must file claim with the carrier.

WESTCOTT LIMITED WARRANTY

ALL PRODUCTS ARE WARRANTED BY WESTCOTT ONLY TO PURCHASERS FOR RESALE OR FOR USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE (1) YEAR AFTER DATE OF PURCHASE FROM WESTCOTT. ANY PART WHICH IS DETERMINED BY WESTCOTT TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO WESTCOTT OR AUTHORIZED DISTRIBUTOR AS WESTCOTT DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED, AT WESTCOTT’S OPTION. WESTCOTT ONLY GIVE A WARRANTY FOR LIQUID PRODUCTS WHICH APPEAR ON THE COMPATIBILITY GUIDE https://www.goatthroat.com/documentation/complete-chemical-liquid-compatibility-guide/ OR FOR WHICH A WRITTEN APPROVAL FROM WESTCOTT STAFF HAS BEEN PROVIDED.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. WESTCOTT’S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID. WESTCOTT DISTRIBUTION, INC. WILL NOT BE LIABLE FOR INJURY OR DAMAGE RESULTING FROM SALE OR USE OF WESTCOTT DISTRIBUTION, INC. PRODUCTS OUTSIDE OF THE UNITED STATES AND CANADA.

WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY WESTCOTT. WESTCOTT DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, INSTALLATION, OR MISAPPLICATION. ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

Prompt Disposition. WESTCOTT will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective within warranty period. Before returning any product, write or call the WESTCOTT office or distributor from which the product was purchased, giving date and number of original invoice, and describing defect.

Product Suitability. Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. WESTCOTT cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review Liquids and Chemicals Compatibility Guide, the Instruction Manual, the Warnings and Cautions section, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them. Purchaser and/or end user is responsible for product suitability, selection and proper use.

No Warranties to Consumers. WESTCOTT makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

Force Majeur. WESTCOTT shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of WESTCOTT in the conduct of its business.

Cancellation. Any cancellation must be approved by WESTCOTT, and may be subject to restocking and other charges.

Assignment. Customer shall not assign any order or any interest therein without the prior written consent of WESTCOTT. Any actual or attempted assignment without WESTCOTT’s prior written consent shall entitle WESTCOTT to cancel such order upon notice to customer. WESTCOTT shall have the right to assign or grant a security interest in accounts receivable arising from sales to Purchaser.

Electronic Data Interchange. If WESTCOTT and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. WESTCOTT and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by WESTCOTT regarding EDI purchases made by customer shall be controlling.

Modification of Terms. WESTCOTT’s acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth in WESTCOTT’s acknowledgment, and customer’s assent to these terms and conditions shall be presumed from customer’s receipt of WESTCOTT’s acknowledgment, or from customer’s acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon WESTCOTT unless agreed to by WESTCOTT in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in WESTCOTT’s acknowledgment, WESTCOTT’s acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by WESTCOTT of any of the terms and conditions contained in WESTCOTT’s acknowledgment.

Complete Agreement. The sales terms and conditions in WESTCOTT’s forms, acknowledgments, quotations, invoices, catalog, web-site and dialog screens are incorporated herein by reference, and constitute the exclusive and entire agreement between Purchaser and WESTCOTT. They are also applicable to electronic orders and purchases from WESTCOTT’s web site and electronic catalogs.

Severability. If any provision of these Terms and Conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions.

Waiver and Limitation of Claims. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition does not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. ANY CLAIM AGAINST WESTCOTT WITH RESPECT TO ANY TRANSACTION MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION HAS ARISEN. FAILURE TO TIMELY COMMENCE A CLAIM SHALL CONSTITUTE A COMPLETE WAIVER OF THE CLAIM BY THE CLAIMANT AND MAY BE ASSERTED BY WESTCOTT AS A COMPLAINT DEFENSE TO THE CLAIM OR CAUSE OF ACTION. A claim or action shall be commenced by filing a pleading in a court in New York, New York or filing a claim for arbitration in New York, New York.

Dispute Resolution, Arbitration. Actions by WESTCOTT for nonpayment by the Purchaser of the purchase price of products sold by WESTCOTT, or for redress of other breaches by the Purchaser of the terms and conditions of sale, may be brought by WESTCOTT, at its option, before any U.S. or foreign court of competent jurisdiction. Or, at WESTCOTT’s option, disputes between the Purchaser and WESTCOTT, including all claims for non-performance by WESTCOTT, shall be finally determined through binding arbitration in New York, N.Y. U.S.A. under the Commercial Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of New York, U.S.A.

Governing Law, Consent to Jurisdiction. These Terms and Conditions of the sale of any products by WESTCOTT, as stated herein and in any related documents or communications, shall be governed by, construed and interpreted exclusively according to the state and federal laws, excluding conflict of law rules of the State of New York and/or the United States of America. The provisions of the Uniform Commercial Code as adopted by the State of New York, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply. Purchasers of Westcott products consent to the jurisdiction of the State and Federal Courts located in New York, New York, for the resolution of any and all disputes arising out of or related to the sale of products by WESTCOTT, or to resolution of disputes at WESTCOTT’s option by arbitration, as provided above.

No Third Party Benefit. The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any person or entity not a party hereto.

EXPORT POLICY FOR SALES OUTSIDE OF THE UNITED STATES

Order Acceptance. Purchaser acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by WESTCOTT DISTRIBUTION, Inc. or its United States distributors (WESTCOTT) in a continental United States facility. Purchaser further consents that submission of its order shall subject Purchaser to the jurisdiction of the courts of the United States and the state of acceptance.

Payment Terms. Unless otherwise agreed, all export sales are made on condition that Purchaser make payment by cash in advance at the time of order, that Purchaser make payment by Visa, MasterCard or American Express, or that Purchaser open an irrevocable letter of credit in favor of WESTCOTT prior to shipment payable by sight draft drawn against such letter of credit.

Credit Balance. Purchaser agrees that any credit balances issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any balance remaining will be subject to cancellation and WESTCOTT shall have no further liability.

Return Policy. There will be a 25% restocking fee provided that product is returned in its original packing and is unused. Return authorization must be obtained from WESTCOTT prior to return. Shipping and handling charges will be born by purchaser.

FREIGHT POLICY

Shipping Charges. Unless varied herein, shipping terms are FCA (as defined by International Chamber of Commerce Terms in effect at the time of order acceptance) closest U.S. airport or port of exit from WESTCOTT shipping warehouse, using local shipping point and routing of WESTCOTT’s choice. Freight is prepaid to such airport or port of exit on orders for single shipment of $1,500 or more of merchandise (before tax and freight). Other shipments are freight collect from any WESTCOTT distributor. Purchaser shall be responsible for obtaining insurance. At WESTCOTT’s option, freight policy for certain export orders may be subject to special terms and conditions. Title and risk of loss shall pass to Purchaser on delivery to the international carrier in the United States provided that if payment has not been made at the time of shipment WESTCOTT shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Purchaser must file claim exclusively with airline, carrier, vessel and/or insurance company.

WESTCOTT LIMITED WARRANTY

WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY WESTCOTT. WESTCOTT DISCLAIMS ANY LIABILITY FOR DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, INSTALLATION, OR MISAPPLICATION. ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. WESTCOTT MAKES NO WARRANTY AGAINST PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. WESTCOTT’S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID. DISTRIBUTOR WILL CARRY APPROPRIATE LIABILITY INSURANCE AND OTHER INSURANCE. SUCH INSURANCE WILL BE SIMILAR TO INSURANCE OF PRODUCTS SIMILAR IN FUNCTION AND CAPACITY TO THE PRODUCTS OFFERED FOR SALE IN THE AREA WHERE WESTCOTT DISTRIBUTION, INC.’S PRODUCTS ARE SOLD. WESTCOTT DISTRIBUTION, INC. WILL NOT BE LIABLE FOR INJURY OR DAMAGE RESULTING FROM SALE OR USE OF WESTCOTT DISTRIBUTION, INC. PRODUCTS OUTSIDE OF THE UNITED STATES AND CANADA.

Prompt Disposition. WESTCOTT will make a good faith effort for prompt correction or other adjustment with respect to any product which proves to be defective within warranty period. Before returning any product, Purchaser agrees to write or call WESTCOTT or distributor giving date and number of original invoice and describing the defect.

Product Suitability. Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. WESTCOTT cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the Liquids and Chemicals Compatibility Guide, the Instruction Manual, the Warnings and Cautions section, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them. Purchaser and/or end user is responsible for product suitability, selection and proper use.

No Warranties to Consumers. WESTCOTT makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act and Purchaser acknowledges that export sales are not covered by the Act.

Force Majeure. WESTCOTT shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, or any other circumstances or causes beyond the control of WESTCOTT in the conduct of its business.

Purchase Order Cancellation. Any purchase order cancellation must be approved by WESTCOTT and may be subject to restocking and other charges.

Security Interest . On any open account sale, Purchaser hereby grants to WESTCOTT a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to WESTCOTT. Purchaser agrees to file any financing statements or other appropriate documents with its governmental authorities to assure the validity, priority, and enforceability of the lien.

Assignment. Purchaser shall not assign any order or any interest therein without the written consent of WESTCOTT. Any actual or attempted assignment without WESTCOTT’s consent shall entitle WESTCOTT to cancel such order upon notice to purchaser without liability to WESTCOTT. WESTCOTT shall have the right to assign or grant a security interest in accounts receivable arising from sales to Purchaser.

Modifications of Terms. WESTCOTT’s acceptance of any order is subject to Purchaser’s assent to all of the terms and conditions set forth herein and in WESTCOTT’s acknowledgment and invoice, and Purchaser’s assent to such terms and conditions shall be presumed from Purchaser’s receipt of WESTCOTT’s acknowledgment and invoice, from delivery of the goods or from Purchaser’s acceptance of all or any part of the goods or services ordered. All other contrary terms and conditions are expressly rejected, and no addition to or modifications of terms and conditions shall be binding upon WESTCOTT unless agreed to by WESTCOTT in writing.

Trademarks and Copyrights. Purchaser acknowledges that it has no right, title or interest in the trademarks or copyrights in the products and covenants that it will take no action to register or otherwise interfere with such rights of WESTCOTT. Purchaser agrees that it will not copy the products sold to Purchaser or their packaging or trade dress.

Country of Importation. Purchaser represents that it is purchasing products from the United States and importing them to the country specified in Purchaser’s and WESTCOTT’s documentation. Purchaser agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination. If requested by WESTCOTT, Purchaser shall provide documentation satisfactory to WESTCOTT verifying delivery at the designated country. Purchaser agrees to inform WESTCOTT at the time of order of any NAFTA or other certificates of origin or other special documentation, packaging or product marking or labeling and WESTCOTT shall not be responsible for providing any such documentation, packaging, marking or labeling unless WESTCOTT expressly agrees.

Export and Import Licenses, Controls, Permits and Freight Forwarder. Purchaser shall be responsible for obtaining and paying for any permits, licensor other governmental authorization(s) necessary for the exportation from the U.S. or importation of the products to the designated country of importation, and it shall comply with all laws and regulations thereof. Purchaser shall select and pay the freight forwarder who shall solely be the Purchaser’s agent. The freight forwarder’s actions shall not be deemed authorized by, or binding upon WESTCOTT unless expressly agreed to by WESTCOTT. The Purchaser and its freight forwarder shall be solely responsible for preparing and filing the Shipper’s Export Declaration. Purchaser represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons Lists. At the request of WESTCOTT, Purchaser agrees to provide copies of any export, shipping or import documents prepared by Purchaser or its agents related to WESTCOTT’s sales to Purchaser.

Foreign Corrupt Practices Act. Purchaser acknowledges that it is not the agent of WESTCOTT and represents and warrants that it has not, and covenants that it will not, pay anything of value to any government employee in connection with the resale of the products.

Independent Contractors. WESTCOTT and Purchaser are independent contractors and not principal and agent. Purchaser is not authorized to, and shall not make any representations on behalf of, or which are binding upon WESTCOTT.

Electronic Data Interchange. If WESTCOTT and Purchaser have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, Purchaser agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. WESTCOTT and Purchaser will not negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by WESTCOTT regarding EDI purchases made by Purchaser shall be controlling.

No Third Party Benefit. The provisions stated above are for the sole benefit of the parties hereto and confer no rights, benefits or claims upon any person or entity not a party hereto.

Waiver. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.