EXHIBIT 10.3
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CUNO INCORPORATED
DISTRIBUTORSHIP AGREEMENT
AGREEMENT made as of the ____ day of __________________ ___________, ______
between CUNO, INCORPORATED, with an office and place of business at 400 Research
Parkway, Meriden, Connecticut 06450 (hereinafter referred to as "CUNO") and
________________________________________________________________________________
________________________________________________________________________________
a [corporation, partnership, individual proprietorship] with an office and place
of business at
________________________________________________________________________________
________________________________________________________________________________
(hereinafter referred to as the "DISTRIBUTOR");
WITNESSETH:
I. APPOINTMENT
CUNO hereby appoints DISTRIBUTOR, for the term of this Agreement, an exclusive
distributor for the sale and services solely within the Territory described in
Article II hereof (the "Territory") of the products shown on Exhibit A hereto
(the "Products") to the specific market described in Article II hereof (the
"Market") in accordance with and subject to the terms, conditions,
reservations and limitations set forth herein.
II. TERRITORY, MARKET
DISTRIBUTOR agrees that the sole area in which DISTRIBUTOR will sell, distribute
and service the Products (the Territory) and the specific Market to which such
efforts shall be directed shall be as shown on Exhibit B hereto. CUNO reserves
to itself the right to sell, distribute and service, directly or indirectly,
Products into markets within the Territory not specifically assigned to
DISTRIBUTOR by this Agreement.
III. PRODUCTS; ORDERS
CUNO reserves to itself the right at any time and from time to time to make
changes to or discontinue the manufacture and supply of any of the Products
without liability to the DISTRIBUTOR. Additional products may be added under
this Agreement and shall be deemed added to Schedule A, and thereby covered
hereunder, by written notice from CUNO to the DISTRIBUTOR describing such items.
IV. DISTRIBUTOR'S RESPONSIBILITIES
The DISTRIBUTOR agrees that so long as this Agreement is in effect, it will:
A. Use its best efforts to vigorously develop business in the Territory, to
promote the sale of the Products, to sell the Products and otherwise act in
accordance with the terms of this Agreement and the announced policies of
CUNO, which, best efforts will include causing technically and personally
suitable employees of the DISTRIBUTOR to call regularly, frequently and in
a systematic manner upon customers and potential customers located in the
Territory.
B. Maintain its principal office and place of business in the Territory.
C. Achieve such reasonable annual sales objectives within the Territory as CUNO
shall, from time to time, establish following consultation with the
DISTRIBUTOR. CUNO's evaluations of the DISTRIBUTOR's performance,
conducted at appropriate intervals, will be based on the DISTRIBUTOR's
overall performance in the Territory. CUNO will also consider the additional
factors outlined in Exhibit E hereto, as amended by mutual agreement.
D. Maintain a representative and adequate stock of the Products, giving
consideration to the customers served and the competitive requirements with
regard to availability as it may vary from normal factory lead times.
E. Maintain a stock of service parts and have qualified personnel capable of
efficiently servicing the Products. The DISTRIBUTOR will service any
Products within the Territory, regardless of sale origin, unless requested
not to do so by CUNO.
F. Include a representative listing of the Products in any catalogs issued by
it.
G. Supply CUNO an annual sales forecast for the DISTRIBUTOR's Territory.
H. Unless otherwise agreed to by CUNO, DISTRIBUTOR shall bear all expenses
incurred by DISTRIBUTOR for advertising and sales of the Products in the
Territory.
I. Supply CUNO with such information about the DISTRIBUTOR's sales efforts and
the Market as CUNO may reasonabley request including, but not limited to,
unpriced invoices showing part number, quantity, customer name and address.
J. Provide to CUNO, at such time as may be reasonably requested by CUNO, the
DISTRIBUTOR's audited financial statements, including balance sheets and
profit-and-loss statements. All such statements and reports shall be treated
as confidential information for the benefit of CUNO only, and it shall not
be disclosed to others.
K. Not sell or solicit orders for the purchase of goods which, in the opinion
of CUNO, are directly competitive with any or all of the Products of CUNO
unless such action is authorized in writing by an officer of CUNO.
This Agreement does authorize the DISTRIBUTOR to appoint or utilize any
sub-agent or other assisting sales organization except as specifically approved
by CUNO.
V. TERMS OF SALE
A. CUNO shall, during the term of this Agreement, sell Products to the
DISTRIBUTOR at the then-current price of the respective Products in Exhibit
A and upon such other terms and conditions as CUNO shall establish as its
standard terms and conditions, as set forth in Exhibit E and as they may be
amended from time to time by CUNO.
B. The DISTRIBUTOR agrees that the terms and conditions of this Agreement,
including those set forth in Exhibit E, will govern each purchase order
submitted by the DISTRIBUTOR hereunder and, accordingly, that none of the
provisions of the DISTRIBUTOR's purchase orders, except those specifying
the quantity and character of the Products ordered, dates of shipment,
invoice information and shipping instructions, shall be considered
applicable to its purchases of Products. Company hereby rejects any term or
condition in DISTRIBUTOR's forms or other purchase documents that are
inconsistent with this Subparagraph B.
C. CUNO will endeavor to give the DISTRIBUTOR advance notice of any price
changes to the extent reasonably practicable. However, CUNO shall at all
times have the right, either with or without advance notice, to change, with
immediate affect, prices and terms and conditions applicable to the purchase
of its Products under this Agreement. CUNO shall give the DISTRIBUTOR
written notice of any such changes in prices or terms and conditions.
Payments shall become due in accordance with invoicing as shipments are
made.
D. No purchase order from the DISTRIBUTOR shall be binding on CUNO until
accepted in writing by a duly authorized officer or employee of CUNO. CUNO
may refuse to accept any purchase order for any reason. The DISTRIBUTOR's
orders shall be subject to such reasonable allocation as, in the sole
judgment of CUNO, may be necessary or equitable in the event of any
shortages of Products or parts at any time.
E. The DISTRIBUTOR may cancel orders, reduce quantities, revise specifications
or extend schedules only by mutual agreement with CUNO, and in such event,
the DISTRIBUTOR agrees to pay CUNO reasonable and proper cancellation
charges which shall take into account expenses already incurred and
commitments made by CUNO as well as any other loss incurred by CUNO by
reason thereof.
F. Ownership of each Product purchased by DISTRIBUTOR under this Agreement will
pass to DISTRIBUTOR upon delivery to the carrier or to DISTRIBUTOR,
whichever occurs first, but CUNO will retain a security interest, in, and
right to repossess, and such Product until paid thereof.
G. All orders are subject to minimum values, as specified in Exhibit D, which
may be revised from time to time by CUNO, in its sole discretion.
VI. DIRECT SALES
A. Orders and inquiries concerning the Products listed on Schedule A received
by CUNO directly from customers from the Market in the DISTRIBUTOR's
Territory will customarily be referred to the DISTRIBUTOR.
B. CUNO may make sales of specialty products directly to customers from the
Market in the Territory but in such case, will pay to the DISTRIBUTOR a
commission for work reasonably requested by CUNO in connection with such
sale. Such commission shall be according to the then prevailing CUNO
commission policy.
VII. WARRANTY AND RETURNS
The following provisions shall apply to the return of Products by customers:
A. Repair or Replacement. Products or parts may be returned to CUNO by the
DISTRIBUTOR or his customer for repair or replacement if the defect is
covered under CUNO's standard limited express warranty, which may be revised
from time to time, provided, however, that the DISTRIBUTOR must give CUNO
written notice thereof in advance of the return on CUNO's returned goods
form. Thereafter, CUNO will provide the DISTRIBUTOR with shipping
instructions, and the DISTRIBUTOR may then return the item in accordance
with such instructions.
B. Credit. CUNO will accept no returns for credit unless CUNO's written
permission, in each case, has been given in advance. Only Products which are
then (i) in good, merchantable condition, comparable to CUNO's prevailing
standards, (ii) in CUNO's standard Product line, and (iii) in active
demand, will be considered by CUNO for return or credit. In cases where CUNO
gives its written permission for a specific return for credit, the credit
given will be based upon prices prevailing at the time that the permission
is granted or upon the originally invoiced price of the returned Product,
whichever is lower, and subject in each case to deductions, determined by
CUNO, for handling and for time and expense incurred in restoring goods to
saleable condition.
C. The DISTRIBUTOR is not authorized to extend to its customers any other
warranty, whether express or implied, relating to the Products, other than
the CUNO standard limited express warranty. The DISTRIBUTOR agrees to
include in its provisions of sale to its customers CUNO's standard limited
express warranty (and all exclusions of implied warranties and the
limitations of liability). The DISTRIBUTOR agrees to indemnify and hold CUNO
harmless from any claims or costs (including, but not limited to, actual
attorneys' fees), damages and liabilities resulting from any warranty or
representation not specifically authorized by CUNO in writing or by reason
of the DISTRIBUTOR's failure to effectively disclaim any other express
warranty or implied warranty or any claim for consequential damages.
D. CUNO agrees to defend, indemnify and hold DISTRIBUTOR harmless for any
claim, loss, suit, action or judgment brought against DISTRIBUTOR solely by
virtue of an allegation that a Product is defective in design or
manufacture
and has thereby caused personal injury or property damage.
E. DISTRIBUTOR agrees to indemnify and hold CUNO harmless for any claim, loss,
suit, action or judgment, including attorneys' fees, brought against CUNO by
virtue of or arising out of an alleged improper sale, application or
servicing of Products by DISTRIBUTOR, or any other alleged improper or
negligent action of DISTRIBUTOR, its employees, agents or assigns.
VIII. DISTRIBUTOR MODIFICATIONS
The DISTRIBUTOR may not make modifications to Products sold to it by CUNO,
except to the extent necessary to include CUNO authorized accessories parts. The
CUNO limited express warranty shall be null and void with respect to any
Products by otherwise modified. All liability for unauthorized modifications to
Products by the DISTRIBUTOR shall be borne by the DISTRIBUTOR, and the
DISTRIBUTOR shall indemnify and hold CUNO harmless from any claims relating to
said modification.
IX. STOCK ADJUSTMENT POLICY
An initial stock adjustment without penalty and with written notice to CUNO
is allowed according to the prevailing CUNO policy on stock adjustment.
X. CONFIDENTIAL INFORMATION
During the term of this Agreement, it may become appropriate for CUNO to submit
information to the DISTRIBUTOR which is proprietary and/or confidential
commercial or technical information that is not publicly available and that
should not be made available to others. With respect to any such information
submitted in writing and identified as "Proprietary" or "Confidential," it is
agreed that the DISTRIBUTOR will not disclose such information to others or use
such information except as contemplated herein, without prior written
authorization of CUNO. No such obligation shall apply to information which:(a)
is or becomes publicly available other than through breach of this provision; or
(b) was known to the DISTRIBUTOR at the time of disclosure, as demonstrated by
written records; or (c) later becomes known to the DISTRIBUTOR from another
source without restriction. Upon termination of this Agreement or any amendment
or renewal thereof for any reason, all information that is "Proprietary" or
"Confidential" shall be returned by the DISTRIBUTOR to CUNO immediate.
XI. TRADEMARKS
During the term of this Agreement, DISTRIBUTOR is authorized to use CUNO's trade
name or any of CUNO's trademarks relating to the Products in a manner approved
by CUNO, but only for display purposes in connection with DISTRIBUTOR's
solicitation of orders for Products from customers in the Territory. DISTRIBUTOR
shall not use CUNO's trade name of any of its trademarks as part of
DISTRIBUTOR's trade or business name or in any other way which CUNO considers
misleading or objectionable. Upon termination, the DISTRIBUTOR agrees to
discontinue any previously approved use of CUNO trademarks, and to discontinue
indicating that it is associated in any manner with CUNO.
XII. DURATION AND TERMINATION
This Agreement shall be for an initial period from _______ to _______ and, where
permitted by applicable law, shall thereafter be renewed automatically for
successive two-year terms unless no later than 60 days prior to the end of the
initial or any renewal term, either party gives written notice of nonrenewal.
This Agreement may be terminated earlier as noted below. To the extent that the
form of notice or the time period of notice permitted herein shall conflict with
applicable law, then such alternate form of notice or notice period of such
applicable law shall be deemed to be incorporated into this Agreement.
A. CUNO shall have good cause to terminate this Agreement upon 30 days' written
notice in the event any of the following events shall occur and shall remain
uncured for a period of 60 days from the DISTRIBUTOR's receipt of notice
thereof:
1. Failure by the DISTRIBUTOR to achieve established performance objectives
and/or a reasonable market share in the assigned Territory;
2. Failure by the DISTRIBUTOR to maintain and properly train a staff of
sales and service personnel of adequate size for the Products;
3. Failure by the DISTRIBUTOR to furnish the information required by
Paragraphs IV(I) and (J) hereof; or
4. Failure by the DISTRIBUTOR to perform any of the other obligations,
duties or responsibilities under this Agreement.
B. CUNO shall also have good cause to terminate this Agreement immediately upon
any of the following:
1. The transfer by any means of more than 25 percent of the assets of the
DISTRIBUTOR (other than in the ordinary course of business) or the transfer
of more than 25 percent of the stock of the DISTRIBUTOR if the DISTRIBUTOR
is a corporation; or the transfer, removal, resignation, withdrawal,
elimination or any other change of principal owners or principal managers of
the DISTRIBUTOR for any reason without prior written approval of CUNO, which
shall not be unreasonably withheld;
2. Failure by the DISTRIBUTOR to make timely payment of any obligation
owing to CUNO, following written notice of default and 30 days' right to
cure;
3. A misrepresentation to CUNO by the DISTRIBUTOR or by any principal owner
or principal manager in applying for the appointment as the DISTRIBUTOR
under this Agreement or, after appointment, as to the records of the
DISTRIBUTOR, the status of current accounts or orders for Products or
concerning the beneficial ownership or management of the DISTRIBUTOR;
4. Any attempted sale, transfer or assignment, voluntarily or
involuntarily, by operation of law or otherwise, including merger,
consolidation or reorganization to which the DISTRIBUTOR is a party, by the
DISTRIBUTOR of this Agreement or any of the rights granted to the
DISTRIBUTOR under the provisions of this Agreement; or any attempted
transfer, assignment or delegation, voluntarily or involuntarily, by
operation of law or otherwise, by the DISTRIBUTOR of any of the
responsibilities assumed by the DISTRIBUTOR under the provisions of this
Agreement, without the prior written consent of CUNO;
5. Closure of the DISTRIBUTOR's business for five or more consecutive
business days, without the prior written consent of CUNO;
6. Conviction of any principal owner or principal manager of the DISTRIBUTOR
of any crime which in the opinion of CUNO, may adversely affect the
reputation of CUNO or the reputation of CUNO's Products;
7. Any submission by the DISTRIBUTOR to CUNO of any false or fraudulent
claim, or statement in support thereof, for payment, for parts, for
compensation or for any discount, allowance, refund or credit, warranty
claim, or any claim made by the DISTRIBUTOR to CUNO; or
8. Willful failure of the DISTRIBUTOR to comply with the provisions of any
law or regulation relating to the operation of its business as a distributor
or to the sales or servicing of the Products.
C. This Agreement may also be terminated upon decision by CUNO to: (a)
discontinue the Product line or lines that are the subject matter of this
Agreement, or; (b) withdraw from all or a substantial portion of the
geographic market in which the Territory is located, or; (c) sell, convey,
merge or otherwise transfer all or a substantial portion of the part or
parts of the business of CUNO responsible for the Product line or lines that
are the subject matter of this Agreement.
D. In the event either party shall be declared a bankrupt or insolvent, or
shall have a receiver appointed over its property or shall petition for
reorganization or other remedy under the bankruptcy laws as now or hereafter
existing, or make any assignment for the benefit of creditors or pursue any
other remedy under any other insolvency laws, to the extent permitted by
law, this Agreement may be terminated by either party, effective immediately
upon the mailing of a notice of such termination by certified mail. In the
event of termination of this Agreement under this Subparagraph D, all
amounts owed by each party to the other shall be immediately due and
payable.
XII. TRANSACTIONS AFTER TERMINATION
A. In the even of termination of this Agreement by either party as provided
herein, CUNO is relieved
from any obligation to make any further shipments hereunder, and may cancel
all of the DISTRIBUTOR's unshipped orders for any Products, irrespective of
previous acceptance by CUNO, except those Products which are proved to
CUNO's satisfaction to be the subject of a binding order for shipment within
30 days of termination received from a customer prior to the receipt by the
DISTRIBUTOR of notice of termination. CUNO shall have no obligation or
liability to the DISTRIBUTOR or its prospective customers in connection with
any such cancellation. If CUNO accepts such an order and the Product is
shipped, CUNO will arrange for the delivery and warranty service of the
Product. The acceptance of orders from the DISTRIBUTOR or the continuous
sale of Products to the DISTRIBUTOR or any other act after termination of
this Agreement shall not be construed as a renewal of this Agreement for any
further term nor as a waiver of the termination. At CUNO's option, any such
order shall be on payment terms established by CUNO, including cash in
advance.
B. Upon termination of this Agreement or of any schedule hereto, the
DISTRIBUTOR shall return to CUNO, upon CUNO's request and at CUNO's expense,
promptly and without charge (except as hereinafter provided) all books
regarding Products, price books, maintenance manuals, parts and service
policy manuals, service bulletins, parts cross-reference manuals, sales
aids, such as filmstrips and recordings, and other publications of CUNO and
its affiliates which the DISTRIBUTOR has on hand relating to Products.
C. The DISTRIBUTOR shall be solely responsible for all commitments incurred or
assumed by it during the term of this Agreement or hereafter, and CUNO shall
not be held responsible in any manner therefor, irrespective of any
suggestion or recommendation with respect thereto by CUNO or any of its
employees or representatives unless CUNO has expressly agreed in writing to
assume the responsibility.
D. In the event of any termination of this Agreement, all obligations owed by
the DISTRIBUTOR to CUNO shall become immediately due and payable on the
effective date of termination whether otherwise then due or not (without
presentment, demand, protest or notice of any kind, all of which are hereby
waived by the DISTRIBUTOR); and CUNO may offset and deduct from any or all
sums owed to the DISTRIBUTOR any or all sums owed by the DISTRIBUTOR,
rendering to the DISTRIBUTOR the excess, if any.
E. Neither CUNO nor the DISTRIBUTOR shall, by reason of the termination of the
Agreement, be liable to the other for compensation, reimbursement, or
damages either on account of present or prospective profits on sales or
anticipated sales, or on account of expenditures, investments or commitments
made in connection therewith or in connection with the establishment,
development or maintenance of the business or goodwill of CUNO or the
DISTRIBUTOR, or on account of any cause or thing whatsoever; provided,
however, that such termination shall not affect the rights or liabilities of
the parties with respect to Products previously sold hereunder or with
respect to any indebtedness then owing by either party to the other.
F. Upon termination of this Agreement by CUNO, the DISTRIBUTOR shall have the
right to return Products, at the price at which DISTRIBUTOR purchased them,
with no restocking charge. The Products must be in full case quantities, in
the current CUNO price list, in the original packaging and in salable
condition.
XIV. ARBITRATION
Any and all disputes of whatever nature arising between the parties to this
Agreement, including disputes arising out of or relating to this Agreement or
the underlying business relationship, including termination thereof and
including statutory claims, and which are not resolved between the parties
themselves, shall be submitted to binding arbitration in Hartford, Connecticut
before a single arbitrator in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. Judgment upon the award of the
arbitrator may be entered in any court having jurisdiction thereof. Any and all
disputes shall be submitted to arbitration hereunder within one year from the
date the dispute first arose or shall be forever barred. Arbitration hereunder
shall be in lieu of all other remedies and procedures available to the parties,
provided that either party hereto may seek preliminary injunctive or other
interlocutory relief prior to the commencement or during such proceedings.
XV. MISCELLANEOUS
A. All questions arising out of or related to the negotiation, preparation,
revision, execution, delivery, performance or breach of this Agreement or
any of its terms shall be governed by the laws of the State of Connecticut
as applied to contracts wholly made and wholly to be performed within that
State and without regard to that State's conflict-of-laws provisions.
B. The relationship of CUNO and the DISTRIBUTOR shall be that of independent
parties and not that of agent and principal or franchisor and franchisee.
C. CUNO may assign its rights under this Agreement in the event of the sale or
other transfer of all or substantially all of CUNO's business regardless of
the form of such transaction.
D. This Agreement, including all Exhibits and Appendices attached hereto and
any documents incorporated by reference, constitutes the entire
understanding between the parties respecting the sale to the DISTRIBUTOR and
the purchase and distribution by the DISTRIBUTOR of the Products of CUNO.
Any representation, promise or condition not incorporated herein shall not
be binding upon either party. This Agreement may not be discharged,
extended, amended or modified in any way except by a
written instrument signed by a duly authorized representative of each party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CUNO, INCORPORATED
By ___________________________
Name:________________________
Title:_______________________
_________________(Distributor)
By ___________________________
Name:________________________
Title:_______________________
CUNO INCORPORATED
DISTRIBUTORSHIP AGREEMENT
DATED JUNE 1, 1996
MWM COMPANY
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EXHIBIT A
THE PRODUCTS
All products included in the Cuno Incorporated 1995 suggested Manufacturer Price
List effective December 1, 1995 for the Process Group.
CUNO INCORPORATED
DISTRIBUTORSHIP AGREEMENT
DATED JUNE 1, 1996
MWM COMPANY
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EXHIBIT B
THE TERRITORY
Entire State of Maine, State of Massachusetts, westerly to and including the
county of Worcester. Entire state of New Hampshire. Entire state of Rhode
Island. State of Vermont, except the county of Bennington.
CUNO INCORPORATED
DISTRIBUTORSHIP AGREEMENT
DATED JUNE 1, 1996
MWM COMPANY
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EXHIBIT B
MARKETS
SIC CODES
Markets are defined by the Standard Industrial Classification System developed
by the U.S. Government, and are commonly referred to as SIC code. The SIC codes
constituting this agreement are as follows:
SIC Code
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Agriculture, Forestry and Fishing 0111-0971
Mining 1011-1499
Construction 1500-1799
Manufacturing 2000-3999
excluding 2835, 3821, 3941
Transportation, Communications, Utilities 4000-4999
Wholesale Trade 5000-5199
These are all the current SIC codes considered to constitute the Cuno Process
market. Specifically excluded from this agreement is the diagnostic membrane
market comprised of SIC codes:
2835 Invitro/Vivo Diagnostics
3821 Lab apparatus and Furniture
3941 Surgical/Medical Instruments
and those markets and applications handled by the Cuno Consumer Division.
CUNO INCORPORATED
DISTRIBUTORSHIP AGREEMENT
Dated June 1, 1996
MWM Company
Exhibit C
Additional Factors
None
Schedule D
GENERAL SALES POLICY CUNO
(EFFECTIVE DECEMBER 1, 1994 FILTER SYSTEMS
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ORDER QUALIFICATIONS
Orders processed by Cuno Filter Systems will be subject to the following
minimum values and guidelines:
* All line items must be in multiples of standard packaged quantities in effect
at the time of the order. Cuno Filter Systems reserves the right to increase
media and parts order quantities to conform to standard packaging.
* All SPA numbers must be referenced at the time the purchase order is
placed.
* Minimum Distributor Net Order Value:
- --------------------------------------------------------
DROP STOCK
SHIPMENT($) SHIPMENT($)
- --------------------------------------------------------
STANDARD $500 $5,000
ITEMS
- --------------------------------------------------------
PARTS $200 $ 500
- --------------------------------------------------------
A $75 HANDLING FEE WILL BE ASSESSED FOR THOSE ORDERS
NOT IN COMPLIANCE WITH THE ABOVE VALUES.
- --------------------------------------------------------
* Standard items cannot be combined with Special Products to meet minimum order
value requirements.
* Cuno Filter Systems reserves the right to partial ship Distributor stock
orders for standard products.
* Drop shipments should be utilized only when required for competitive or
customer service reasons. Drop shipments, if abused, will ultimately result
in shipping delays due to an excessive number of small orders being handled
by the plant. Shipment will be governed by the longest lead time item on any
order, unless partial shipments are accepted and so stated on the
Distributor Purchase Order.
* All orders for special products, both media and housings, are subject to
minimum values as determinedby Cuno Filter Systems. All orders for special
products are also subject to minimum lead times. The plant should be
consulted in each instance.
BLANKET ORDERS
POLICY
It is recognized that for various reasons, customers may wish to issue a
single purchase order covering multiple purchases and shipments of Cuno
standard products. It is the policy of Cuno to accept such orders.
TERMS & ACCEPTANCE
Blanket Orders will be accepted subject to negotiated minimum release
quantities. Blanket orders shall not extend beyond 12 months from the issue
date of the Distributor Purchase Order.
BLANKET ORDER: SPECIAL PRODUCTS
Provisions to be negotiated by Sales Manager.
PRICING
Quantity discounts on Standard Products reflect economies affected by
manufacturing and shipping in one lot. Therefore, quantity discounts are
granted on the basis of the quantity released for any given shipment.
RUSH ORDER CHARGES
The following Rush Order adders will be charged:
Order required to ship with 48 hours of receipt
.....15% surcharge of order value
Order required to ship within 72 hours of receipt
......5% surcharge of order value
Special note: All time frame parameters are by business day (Monday through
Friday) exclusive of weekends. By way of example, a 72-hour Rush Order being
received on Friday, would provide for shipment up through the following
Tuesday. Likewise, the service norm for a 24-hour Rush Order being received
at 2:00 P.M. on a Friday afternoon would allow for shipment by Monday P.M.
RETURN GOODS POLICY
Cuno Incorporated will authorize the return of goods shipped in error,
ordered in error, defective goods, or goods for repair, subject to
written approval and the following conditions:
GOODS SHIPPED IN ERROR
Goods shipped by Cuno in error may be returned, freight collect and full
credit allowed as soon as written approval is received by the Distributor.
Contact your Customer Service Representative for a Return Goods
Authorization Number.
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LITSSP2.1294 SUBJECT TO CHANGE PAGE 1 0F 2
Schedule E
GENERAL SALES POLICY CUNO
BASIC SALES AGREEMENT
(TERMS & CONDITIONS) FILTER SYSTEMS
===============================================================================
QUOTATIONS
Quotations submitted by Seller are good for acceptance only within 30 days
from date of quotation unless otherwise specified. Prices quoted do not
include any sales, use, excise, occupational or other similar tax. Delivery
lead times contained within quotations hall date from receipt by Seller of
all necessary engineering and manufacturing information including approved
drawings if required by Buyer.
ACCEPTANCE
All orders are subject to approval and acceptance by Seller. A written
acknowledgment sent to Buyer of orders so approval shall constitute such
acceptance by Seller. Seller may at any time alter or suspend credit,
refuse shipment, or cancel unfilled orders when, in Seller's opinions, the
financial condition of Buyer or the status of his account warrants it, or
when delivery is delayed by fault of Buyer or Buyer is delinquent in any
payment. No order accepted by Seller will be subject to cancellations,
termination, suspension, change, reduction, cutback or any other
modifications except with Seller's prior written consent. Any such
modifications may be subject to a charge as determined by Seller.
CANCELLATION
Orders may be canceled or deliveries deferred only upon the condition the Buyer
assumes immediate liability for and makes prompt payment to Seller of all
expenses incurred, charges for commitments made by Seller, profit on work in
process and contract value of items completed and ready for shipment.
DELIVERY
Shipment schedules are approximate only and are as accurate as present
conditions permit. Seller assumes no responsibility or liability for failure
or delay in making delivery or otherwise performing hereunder when such failure
or delay is due to any cause beyond its control and without its fault or
negligence. If for any reason Seller's supply of items ordered hereunder is
caused to be limited, Seller shall have the right to prorate the supply in such
manner as it, in its discretion shall determine. Delivery to a common carrier
shall constitute delivery to Buyer and all risk of loss or damage in transit
shall be borne by Buyer. If, because of Buyer's inability to take delivery,
the materials or equipment are not shipped, Seller may have them stored for
Buyer at Buyer's expense, risk and account, and for all other purposes they
shall be considered "shipped".
PARTIAL DELIVERIES
Seller may make partial deliveries which Buyer shall accept and pay for at the
prices specified on the reverse side hereof upon maturity of bills therefore.
If any part of the order is not delivered by Seller or is not in accordance with
the order, the remaining part of the order and Buyer's obligation hereunder
shall not be affected.
PACKAGING
All items sold hereunder shall be packed or crated and shipped in accordance
with Seller's best judgment. Any special packing, crating, or shipping
instructions or Buyer must be noted on Buyer's original order and acknowledged
by Seller.
INSPECTION
Buyer shall inspect all items upon arrival and shall give written notice to
Seller with ten (10) days of arrival of any claim for shortage or
non-conformance with the terms hereof. If Buyer shall fail to give such notice,
all items shall be deemed to confirm with, and Buyer shall be bound to accept
and pay for all items in accordance with the Terms hereof.
RETURNS
No product may be returned without Seller's prior written approval.
Transportation charges are to be prepaid by Buyer. Returned goods are subject
to the Seller's inspection and acceptance. Seller may, in its discretion,
replace an or all returned items within a reasonable time after Seller
determines that the returned goods are not in accordance herewith, and in such
event Seller shall not be liable for any damages arising from the defective
delivery or delay caused thereby. When expressly authorized by Seller in
writing, unused products may be returned to Seller, subject to service handling,
restocking charges and rebuilding charges to "as new" condition.
REPAIRS, ALTERATIONS AND MODIFICATION
Any repairs made to products shipped by Seller shall be at the expense of the
Buyer unless specifically authorized in writing by the Seller.
Alterations or modifications to the product involving welding, brazing,
soldering, drilling or machining by the Buyer are not permitted or approved
by the Seller without specific authorization in writing by the Seller. Any
unauthorized alteration or modification by the Buyer will void the warranty.
WARRANTY
Seller warrants its equipment against defects in workmanship and material for a
period of 12 months from date of shipment from the factory under normal use and
service and otherwise when such equipment is used in accordance with
instructions furnished by Seller and for purposes disclosed in writing at the
time of purchase, if any. Any unauthorized alteration or modification of the
equipment by Buyer will void this warranty. Seller's liability under this
warranty shall be limited to replacement or repair, F.O.B. Point of manufacture,
of any defective equipment or part which, having been returned to the factory,
transportation charges prepaid, has been inspected and determined by the Seller
to be defective.
SUBJECT TO CHANGE