DTI Terms & Conditions (US and International)

UNITED STATES TERMS AND CONDITIONS OF SALE

Prices: All prices are FOB, the plant of manufacture of Diesel Technical Innovations, Inc. (hereinafter referred to as “DTI”), unless otherwise stated. Prices also do not include any federal, state, or local taxes or other governmental charges upon or with respect to the sale, purchase, manufacture, delivery, storage, processing, use or consumption of any of the goods or services provided hereby. Consequently, in addition to the price specified, the amount of such taxes or other governmental charges that DTI may be required to pay or collect under present or existing future law shall be paid by the purchaser and added to the invoice. Prices are subject to corrections for errors.

Cancellation or Changes: An accepted Sales Quotation is not subject to cancellation or change except on terms acceptable and satisfactory to DTI, including reasonable cancellation charges in the event of cancellation or an equitable price adjustment in the event of changes in an accepted Sales Quotation. Direction from purchaser to cancel may be treated as a repudiation making the purchaser immediately liable for loss, expense and other damages sustained. If this Sales Quotation is cancelled or delayed prior to the completion of the contract, purchaser shall indemnify DTI for costs incurred by DTI up to the date of cancellation or delay and for all damages sustained by DTI due to cancellation or delay of this Sales Quotation.

Failure to Deliver: DTI shall not be responsible for delays in delivery, or failure to deliver due to causes beyond its reasonable control, including without limitation, acts of God, acts of purchaser, government action (civil or military), taking or preempting DTI’s production facilities, legal interferences or prohibitions, fires, strikes or other labor difficulties, or hostilities, insurrections or riots, embargoes, equipment breakdown, wrecks or delays in transportation, unusually severe weather, inability to obtain necessary labor, material or manufacturing facilities due to causes beyond its reasonable control or any like dissimilar cause beyond its reasonable control. In the event of such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. DTI shall have the right to furnish suitable substitutes for materials which cannot be obtained because of above causes and to portion its shipment among its customers in such a manner as it shall be equitable. If the material, apparatus or equipment is or thereafter become subject to government control, allocation, regulation or restriction, the necessary and proper rating certificate shall be supplied by the purchaser. Delivery dates are from receipt of signed Sales Quotation, prints, models or materials, whichever is later, which are to be furnished by the purchaser. Due to the nature of DTI’s custom work, delivery dates are estimates and not guarantees, and purchaser understands and agrees to reasonable delays in delivery. Overtime and other direct costs incurred to hasten delivery of purchaser’s request shall be added to the stated prices and paid by purchaser. Shipment of goods ready for delivery can be deferred beyond date for delivery only with DTI’s consent and upon full payment of DTI’s invoice for same plus storage costs. There shall be no penalties for late shipments unless arranged prior to production and confirmed by DTI in writing.

Variations in Quantities: On all orders purchased in specified lengths, DTI reserves the right to ship and invoice for plus or minus ten percent total amount ordered.

Risk of Loss: DTI assumes no responsibility for delays, breakage or damage after having made delivery to a common carrier, at which time, all risk of loss for any cause passes to purchaser. Unless otherwise specified, packing will be for domestic shipping and meet the requirements of United States common carriers.

Claims: No claim for variances from purchaser’s specifications or shortages in orders will be considered by DTI unless presented to it in writing within thirty (30) days after receipt of goods.

Payment: If the financial condition of the purchaser at any time does not, in the judgment of DTI, justify continuance of the work to be performed by DTI on the terms of payment as agreed upon, DTI may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and receive reimbursements for its reasonable cancellation charges, and in the event of bankruptcy insolvency of the purchaser or in the event any proceeding is brought against the purchaser, voluntary or involuntary, under the bankruptcy or any insolvency laws, DTI shall be entitled to cancel any order then outstanding, and shall receive reimbursement for its reasonable cancellation charges. Title to tools and fixtures shall remain in DTI until all terms of payment have been satisfied.

Default: DTI may make partial shipments and each shipment shall be treated as a separate transaction, but in the event of any default by the purchaser, DTI, without prejudice to any other remedy provided herein or by law, may treat such default as breach of the entire contract or may defer further deliveries until such default is cured, in which latter event, if DTI so elects, the dates of all subsequent deliveries shall be extended for a period equal to the length of time of such deferral. If, despite any default by the purchaser, DTI elects to continue to make deliveries, its actions shall not constitute a waiver of any default by the purchaser or in any way affect DTI’s remedies provided herein or by law for any such default.

LIMITED WARRANTY: All DTI products are warranted against defective materials and workmanship for a period of one (1) year from the date of delivery to the original purchaser. Some products and or their components may be covered for an additional one (1) year, therefore may be covered against defects for up to two (2) years. See specific product warranty for details. Any product that is found to be defective within the warranty period will be repaired or replaced at the discretion of DTI. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, PERFORMANCE, OR OTHERWISE. DTI is not an expert in the customer’s technical field and therefore does not warrant the suitability of its products for the applications selected by the customer. DTI accepts no responsibility for misuse, misapplication, improper installation or unauthorized modification of its products. Diesel Technical Innovations, Inc. makes no claim as to the suitability of its equipment to be installed in any location including those classified as hazardous. It is the end users responsibility to determine the suitability of this equipment to meet local and other code for installation in any location including those classified as hazardous. For proper installation procedures and cautions, contact your chemical supplier, insurance company and local agencies (fire dept., etc.). Failure to comply with this warning could result in personal injury and/or property damage. Follow all electrical and safety codes when installing an electrically-driven apparatus, to include, however not limited to the most recent United States National Electrical Code (NEC) and the Occupational Safety and Health Act (OSHA). ALL WIRING SHOULD BE DONE BY A QUALIFIED ELECTRICIAN and installed in accordance with the National Electric Code, local codes and ordinances. Customer is responsible that the product and installation meets local code. DTI DOES NOT GUARANTEE CHEMICAL COMPATIBILITY BECAUSE MANY VARIABLES CAN AFFECT THE TUBING AND TUBE FITTINGS. ULTIMATELY, THE CONSUMER MUST DETERMINE CHEMICAL COMPATIBILITY BASED ON THE CONDITIONS IN WHICH THE PRODUCT IS BEING USED.
LIMITATION OF LIABILITY: DTI’s obligation under this limited warranty is strictly and exclusively limited to the repair or replacement free of charge of such articles as are found to be defective in material or workmanship on the condition that the purchaser gives prompt written notice to DTI of any claim to breach of warranty within the warranty period, and, if requested, returns the defective articles to DTI. DTI will not assume any expenses or liability for repairs made to its articles outside of its plant, without its prior written consent. DTI reserves the right to satisfy its warranty obligation in full, with respect to defective articles, by the payment to the purchaser of all sums paid by the purchaser to DTI for such articles. IN NO EVENT SHALL DTI BE LIABLE FOR CLAIMS (BASED UPON BREACH OF EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE OR OTHERWISE) FOR ANY DAMAGES, WHETHER DIRECT, IMMEDIATE, INCIDENTAL, FORESEEABLE, CONSEQUENTIAL, OR SPECIAL.

Return of Goods: Goods may not be returned to DTI for repair or replacement or credit, or otherwise, without DTI’s prior written authorization and DTI will not accept any responsibility for goods returned without such authorization. All transportation costs incident to the shipment of any material to or from DTI under this or the foregoing paragraph shall be charged to the purchaser.

Waiver: No provision hereof and no breach of any provision shall be deemed waived by reason of any previous waiver of such provision of any breach thereof. There are no understandings, conditions or agreements relative to this Sales Quotation that are not fully expressed herein.

Terms, Interest and Collection Costs: Terms of payment for this Sales Quotation are set forth therein. In the event it is necessary to place any contract based on this proposal in the hands of an attorney for collection, purchaser shall pay DTI ‘s reasonable costs of collection of money due and unpaid, including reasonable attorneys’ fees.

Design Modifications: Purchaser will allow extra charges for authorized or requested changes to purchaser’s design or specifications. DTI is not responsible for dimensional or other errors on purchaser’s drawings, and purchaser shall reimburse DTI for additional costs resulting from such errors.

Intellectual Property Rights: DTI shall retain all rights in all intellectual property, including any rights under any patents as well as any un-patented information, such as trade secrets, confidential information, trademarks, trade dress, or copyrights possessed by DTI which may be protected by state, federal and/or common law, and nothing in this Sales Quotation shall be deemed or construed to be a transfer or license of any of DTI’s intellectual property. Buyer shall obtain rights to such intellectual property only to the extent that DTI may grant such rights (whether by license or otherwise) in writing.

Liabilities: Purchaser agrees to defend, and protect, and save harmless DTI against all suits from all damages, claims and demands for actual or alleged infringement of any patent or for manufacture of goods by reason of DTI’s execution of the designs, prints, drawings, requirements, or specifications of purchaser.

Purchaser’s Property: DTI shall have the right to scrap, without liability, prints submitted for Sales Quotation, as well as models, patterns, tools, fixtures or other property belonging to purchaser unless written directions for shipment of such property are given to DTI within thirty (30) days of notification by DTI.

Choice of Forum: The rights and obligations of purchaser and DTI shall be governed by the laws of the State of Minnesota, without giving affect to principles of conflicts of law.

Dispute Resolution: Any controversy, transaction or dispute arising out of or relating to this Sales Quotation or these Terms and Conditions of Sale or the actions performed in connection with this Sales Quotation or these Terms and Conditions of Sale or otherwise between the Parties shall be settled in the following order of preference, after one party provides the other party with written notice of the dispute: (1) for a period of thirty (30) days following the notice of the dispute, by good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute; (ii) within sixty (60) days of the notice of the dispute (or as soon thereafter as possible), if necessary, by non-binding medication at a location in Hennepin County in the State of Minnesota using a neutral mediator of the Alternative Dispute Resolution (in any such mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs); or (iii) within ninety (90) days of the notice of the dispute (or as soon thereafter as possible) as a last resort only, by binding arbitration in Hennepin County in the State of Minnesota, to be conducted by Alternative Dispute Resolution. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the Alternative Dispute Resolution, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by Alternative Dispute Resolution; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, transactions or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief that cannot be awarded or enforced by an arbitrator. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend these Terms and Conditions of Sale, except as specifically provided for herein.

Orders: The above terms and conditions shall be deemed included as part of any order or orders placed with DTI in accordance with or as a result of this Sales Quotation. All orders by purchaser require a written purchase order and are subject to acknowledgment by DTI. The terms of this Sales Quotation supersede the terms of purchaser’s purchase order. Any additional or different terms on purchaser’s purchase order form are deemed material alterations to any contract between DTI and purchaser, and DTI hereby gives notice of its objection to them. The terms and conditions set forth by this Sales Quotation are limited to orders placed with DTI or resulting from this Sales Quotation. Any subsequent orders placed by buyer not resulting from this Sales Quotation, such as orders for service parts, may be subject to terms and conditions differing from the terms and conditions of this Sales Quotation.

INTERNATIONAL TERMS AND CONDITIONS OF SALE

Prices: All prices are EXW, the plant of manufacture of Diesel Technical Innovations, Inc. (hereinafter referred to as “DTI”), unless otherwise stated. Prices also do not include any federal, state, or local taxes or other governmental charges upon or with respect to the sale, purchase, manufacture, delivery, storage, processing, use or consumption of any of the goods or services provided hereby. Consequently, in addition to the price specified, the amount of such taxes or other governmental charges that DTI may be required to pay or collect under present or existing future law shall be paid by the purchaser and added to the invoice. Prices are subject to corrections for errors.

Cancellation or Changes: An accepted Sales Quotation is not subject to cancellation or changes, except on terms acceptable and prior agreed by both parties. The party responsible for the cancelation will be immediately responsible for loss, and expense. At no time will any party have liability greater than the cost of the equipment or the amount of money paid for the equipment.

Failure to Deliver: All goods shall be delivered in 2 weeks after receipt of order, or as indicated in the quotation lead time. The manufacturer shall not delay the delivery by more than 2 weeks, in other words, the total lead time shall not be longer than the quoted lead time plus two weeks, in which case the contract will be cancelled and the purchaser must be immediately refunded.

Variations in Quantities: On all orders purchased in specified lengths, which are orders other than those offered in the standard lengths. DTI reserves the right to ship and invoice for plus or minus ten percent total amount ordered.

Risk of Loss: packing will be for international shipping and meet the requirements of international common carriers

Claims: No claim for variances from purchaser’s specifications or shortages in orders will be considered by DTI unless presented to it in writing within thirty (30) days after receipt of goods.

Payment:
a) 50 % of the order value upon acceptance of the order payable by wire transfer
b) 50% of the order value, plus all shipping charges after the notification of readiness for shipment

Shipment: DTI may not make any partial shipments. All the goods must be shipped in a single shipment as quotation goods description, unless otherwise agreed to in writing by both parties

Fees: Any taxes, duties or tariffs for the importation and subsequent sale or use of the product in purchaser’s country and location , shall be purchasers cost and purchaser will indemnify DTI regarding any such cost or liability.

LIMITED WARRANTY: All DTI products are warranted against defective materials and workmanship for a period of one (1) year from the date of delivery to the original purchaser. Some products and or their components may be covered for an additional one (1) year, therefore may be covered against defects for up to two (2) years. See specific product warranty for details. Any product that is found to be defective within the warranty period will be repaired or replaced at the discretion of DTI. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, PERFORMANCE, OR OTHERWISE. DTI is not an expert in the customer’s technical field and therefore does not warrant the suitability of its products for the applications selected by the customer. DTI accepts no responsibility for misuse, misapplication, improper installation or unauthorized modification of its products. Diesel Technical Innovations, Inc. makes no claim as to the suitability of its equipment to be installed in a location classified as hazardous. It is the end users responsibility to determine the suitability of this equipment to meet local and other code for installation in a location classified as hazardous. For proper installation procedures and cautions, contact your chemical supplier, insurance company and local agencies (fire dept., etc.). Failure to comply with this warning could result in personal injury and/or property damage. Follow all electrical and safety codes when installing an electrically-driven apparatus, as well as the most recent United States National Electrical Code (NEC) and the Occupational Safety and Health Act (OSHA). ALL WIRING SHOULD BE DONE BY A QUALIFIED ELECTRICIAN and installed in accordance with the National Electric Code, local codes and ordinances. Customer is responsible that the product and installation meets local code. DTI DOES NOT GUARANTEE CHEMICAL COMPATIBILITY BECAUSE MANY VARIABLES CAN AFFECT THE TUBING AND TUBE FITTINGS. ULTIMATELY, THE CONSUMER MUST DETERMINE CHEMICAL COMPATIBILITY BASED ON THE CONDITIONS IN WHICH THE PRODUCT IS BEING USED.
LIMITATION OF LIABILITY: DTI’s obligation under this limited warranty is strictly and exclusively limited to the repair or replacement free of charge of such articles as are found to be defective in material or workmanship on the condition that the purchaser gives prompt written notice to DTI of any claim to breach of warranty within the warranty period, and, if requested, returns the defective articles to DTI. DTI will not assume any expenses or liability for repairs made to its articles outside of its plant, without its prior written consent. DTI reserves the right to satisfy its warranty obligation in full, with respect to defective articles, by the payment to the purchaser of all sums paid by the purchaser to DTI for such articles. IN NO EVENT SHALL DTI BE LIABLE FOR CLAIMS (BASED UPON BREACH OF EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE OR OTHERWISE) FOR ANY DAMAGES, WHETHER DIRECT, IMMEDIATE, INCIDENTAL, FORESEEABLE, CONSEQUENTIAL, OR SPECIAL.

Return of Goods: Goods may not be returned to DTI for repair or replacement or credit, or otherwise, without DTI’s prior written authorization and DTI will not accept any responsibility for goods returned without such authorization. All costs incident to the shipment of any material to or from DTI under this or the foregoing paragraph, when covered under warranty, shall be charged to DTI. All shipping charges outside of warranty shall be charged to purchaser

Waiver: No provision hereof and no breach of any provision shall be deemed waived by reason of any previous waiver of such provision of any breach thereof. There are no understandings, conditions or agreements relative to this Sales Quotation that are not fully expressed herein.

Terms, Interest and Collection Costs: “In the event it is necessary to place any contract based on this proposal in the hand of an attorney for collection, the responsible party shall pay to the other party the reasonable costs of collection of money due to a contract default.

Late Payment Charge: A late payment charge of 1.5% per month equivalent to 18% per annum will be charged on past due balances owed DTI.
Provided however, that in the event that applicable governmental law sets a maximum rate for late payment fees which is less than 18% per
annum, then the late payment charge assessed will be set at the maximum rate permitted by law.

Design Modifications: Purchaser will allow extra charges for authorized or requested changes to purchaser’s design or specifications. DTI is not responsible for dimensional or other errors on purchaser’s drawings, and purchaser shall reimburse DTI for additional costs resulting from such errors.

Intellectual Property Rights: DTI shall retain all rights in all intellectual property, including any rights under any patents as well as any un-patented information, such as trade secrets, confidential information, trademarks, trade dress, or copyrights possessed by DTI which may be protected by state, federal and/or common law, and nothing in this Sales Quotation shall be deemed or construed to be a transfer or license of any of DTI’s intellectual property. Buyer shall obtain rights to such intellectual property only to the extent that DTI may grant such rights (whether by license or otherwise) in writing.

Purchaser’s Property: DTI shall have the right to scrap, without liability, prints submitted for Sales Quotation, as well as models, patterns, tools, fixtures or other property belonging to purchaser unless written directions for shipment of such property are given to DTI within thirty (30) days of notification by DTI.

Choice of Forum: The rights and obligations of purchaser and DTI shall be governed by the laws of the State of Minnesota, without giving affect to principles of conflicts of law.

Dispute Resolution: Any controversy, transaction or dispute arising out of or relating to this Sales Quotation or these Terms and Conditions of Sale or the actions performed in connection with this Sales Quotation or these Terms and Conditions of Sale or otherwise between the Parties shall be settled in the following order of preference, after one party provides the other party with written notice of the dispute: (1) for a period of thirty (30) days following the notice of the dispute, by good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute; (ii) within sixty (60) days of the notice of the dispute (or as soon thereafter as possible), if necessary, by non-binding medication at a location in Hennepin County in the State of Minnesota using a neutral mediator of the Alternative Dispute Resolution (in any such mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs); or (iii) within ninety (90) days of the notice of the dispute (or as soon thereafter as possible) as a last resort only, by binding arbitration in Hennepin County in the State of Minnesota, to be conducted by Alternative Dispute Resolution. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the Alternative Dispute Resolution, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by Alternative Dispute Resolution; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, transactions or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief that cannot be awarded or enforced by an arbitrator. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend these Terms and Conditions of Sale, except as specifically provided for herein.

Orders: The above terms and conditions shall be deemed included as part of any order or orders placed with DTI in accordance with or as a result of this Sales Quotation, and all future orders placed with DTI unless otherwise indicated in writing by DTI. All orders by purchaser require a written purchase order and are subject to acknowledgment by DTI. The terms of this Sales Quotation supersede the terms of purchaser’s purchase order. Any additional or different terms on purchaser’s purchase order form are deemed material alterations to any contract between DTI and purchaser, and DTI hereby gives notice of its objection to them. The terms and conditions set forth by this Sales Quotation are limited to orders placed with DTI or resulting from this Sales Quotation. Any subsequent orders placed by buyer not resulting from this Sales Quotation, such as orders for service parts, may be subject to terms and conditions differing from the terms and conditions of this Sales Quotation.