Legal Notice & Warranties
Yates Industries, Inc., Yates Industries South, LLC and Yates Cylinders Georgia, LLC provide the information on this website for informational purposes only. Nothing on this website, including any downloadable descriptions or specifications should be construed as creating any express or implied warranty concerning any products, product descriptions, product performance, services or otherwise and Yates Industries, Inc., Yates Industries South, LLC and Yates Cylinders Georgia, LLC expressly disclaim such. No guarantee is given that the information on this website is correct, complete and up to date. Yates Industries, Inc., Yates Industries South, LLC and Yates Cylinders Georgia, LLC is not responsible for and expressly disclaims any and all liability and damages of any kind whatsoever arising out of use, reference to or reliance on any information contained within this site. All Quotes, Products, Sales, Services, Specifications and Systems from Yates Industries, Inc., Yates Industries South, LLC and Yates Cylinders Georgia, LLC are solely covered, unless otherwise negotiated and expressly agreed to in writing and executed by Yates Industries, Inc. or Yates Industries South, LLC, or Yates Cylinders Georgia, LLC by the GLOBAL TERMS AND CONDITIONS OF YATES INDUSTRIES, INC., YATES INDUSTRIES SOUTH, LLC and Yates Cylinders Georgia, LLC which can viewed below.
GLOBAL TERMS AND CONDITIONS OF YATES INDUSTRIES INC, YATES INDUSTRIES SOUTH LLC, AND YATES CYLINDERS GEORGIA LLC
This quotation together with any other documents herein or attached hereto, constitutes an offer by Seller to supply Buyer the Goods to be purchased pursuant to this quotation. This quotation supersedes any prior oral or written communications between Seller and Buyer. BY ACCEPTING THE GOODS, ORDERING THE GOODS, OR ACKNOWLEDGING RECEIPT OF THIS QUOTATION, BUYER AGREES TO AND ACCEPTS THE TERMS AND CONDITIONS, CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS, INCLUDING THOSE CONTAINED IN BUYER’S PURCHASE ORDER OR ACCEPTANCE OF THIS OFFER ARE HEREBY OBJECTED TO. If any terms or conditions in the purchase order or acceptance of this offer are in conflict or not identical to the terms of this offer, the terms and conditions of this offer shall prevail. This offer may be withdrawn by Seller at any time prior to Buyer’s acceptance of the terms and conditions contained herein, and will expire automatically 30 days from the date hereof unless accepted by Buyer.
PRICES – Prices quoted by Seller in this quotation are:
- Subject to change without notice prior to acceptance of Buyer’s order by Seller.
- Exclusive of all Federal, State, Municipal or other Government Excise Sales Use, Occupational or like taxes now in force or to be enacted in the future.
- Subject to an increase equal in amount to any tax Seller may be required to collect to pay upon the sale of the items quoted.
- Quoted FOB, place of manufacture.
- Interest may be charged at the rate of one and one-half percent per month or the maximum rate allowed under state law, if it is a lesser number, on any payments which are not received by the due date. Any expenses of collection, including reasonable attorney’s fees, shall be borne by Buyer.
- Seller reserves the right to modify these terms for export business and special projects.
- To the extent Buyer asserts any rights, claims, suits or demands in any way related to this agreement Yates Industries Inc., Yates Industries South, LLC, and Yates Cylinders Georgia, LLC, including their past, present and future parent, subsidiaries, domestic and foreign corporations, divisions, affiliates, partners, stockholders, predecessors, successors, assigns, officers, directors, employees, administrators, and agents but not as “Seller”, these terms and conditions shall nonetheless be applied in favor of the Yates entity as if it were “Seller” herein.
- The shipping date shown in this quotation is approximate and dependent upon prior sales and circumstances beyond Seller’s control.
- The Shipping date will be computed from the date of receipt of all data required to enable complete engineering or acceptance of Buyer’s order as provided in the Acceptance paragraph above, whichever is later.
- Seller shall not be liable for delays, stoppages, or defaults in shipments directly or indirectly due to causes beyond its control, or caused by Act of God, fire, strikes, flood, embargo, epidemic, quarantine restrictions, war, insurrection or riot, acts of civil or military authorities, acts of government, delays in transportation of fabrication, priorities of Seller, unusually severe weather, inability to obtain materials, or defaults of suppliers or subcontractors. In the event of any such delay, the date of shipment shall be extended for a reasonable length of time and the period of such extension shall not be less than the period of delay. If at any time Seller has reason to believe that delivery will not be made as scheduled, it will notify Buyer in writing of the causes of the anticipated delay. Buyer’s receipt of the Goods, upon their delivery, waives all of Buyer’s claims for delay. Buyer’s damages under this section are limited to the terms of the Limitation of Liability section of this quotation.
- IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OCCASIONED BY DELAYS WHETHER OR NOT SUCH DELAYS ARE BEYOND SELLER’S CONTROL.
All Goods shall be shipped FOB, Seller’s plant. Seller shall have the right to select the carrier unless the carrier is designated by Buyer and upon delivery of the Goods by Seller to the carrier, the carrier shall be deemed to be the agent of Buyer and thereafter risk of loss shall be on Buyer.
All costs incidental to the erection and installation of the Goods shall be borne by Buyer. Additional or special services will be quoted on request.
- Production estimates, if made a part of this quotation, are based on Seller’s analysis and understanding of the work to be performed and assume various production factors including normal working conditions, competent operators, proper maintenance of the Goods, and the use of materials which conform to: (i) the specifications contained herein, (ii) the specifications attached to the Goods and (iii) the standards of the industry. It is therefore EXPRESSLY UNDERSTOOD THAT PRODUCTION ESTIMATES ARE NOT GUARANTEED.
- Work tolerances, if any, to be obtained by the Goods are based on Seller’s assumption that the material to be processed will have been properly processed through all previous operations and the locating surfaces will be of a quality which will not impede achievement of the quoted tolerances.
- Seller’s obligation with respect to production estimates shall be fully and completely satisfied when Buyer has approved and acknowledged that the Goods have been operated at the estimated performance level for a period acceptable to Buyer but in no event for more than (1) one hour. Such operation of the Goods shall be performed at the place of final assembly of the Goods by or at the direction of Seller.
- Seller warrants that the Goods to be delivered will be of the kind and quality described in this quotation. Should any of the Goods covered by this quotation which, under normal operating conditions in the plant of Buyer, prove defective in material or workmanship within (3) three years for standard NFPA mounting style cylinders (H6, A4, AH4, AL4, A2, H2), (1) one year for Welded Construction (WS, WH, WM, WP), (1) one year for Mill Cylinders (MH, MP), and (6) six months in the case of reconditioned or repaired cylinders, from the date of shipment by Seller, as determined by inspection by Seller, Seller will repair or replace it free of charge, provided that Buyer promptly notifies Seller of the defect and establishes that the Goods have been properly installed and maintained and operated on a single work shift basis, within the limits of rated and normal usage. Seller will not accept any charge for removal, installation, assembly, or any other charges in connection with replacement or repair of the cylinder. All cylinders under warranty which are alleged to be defective are to be returned to Seller, freight prepaid. A complete explanation is required of the alleged defects and circumstances of such claimed failure. Seller will provide an RMA# (return material authorization) that must accompany the item being returned.
- WITH RESPECT TO ALL COMPONENTS AND SPECIAL CYLINDERS MANUFACTURED PER CUSTOMER SUPPLIED DRAWINGS AND OR SPECIFICATIONS WHETHER VERBAL OR WRITTEN, SELLER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. SELLER’S SOLE OBLIGATION AND LIABILITY FOR PRODUCT DEFECTS SHALL BE, AT SELLER’S CHOICE, TO REPLACE SUCH DEFECTIVE PRODUCT OR REFUND TO BUYER THE AMOUNT PAID BY BUYER THEREFOR. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE BUYER’S PURCHASE PRICE. THE FOREGOING REMEDY SHALL BE SUBJECT TO BUYER’S WRITTEN NOTIFICATION OF DEFECT AND RETURN OF THE DEFECTIVE PRODUCT WITHIN NINETY (90) DAYS OF PURCHASE. THE FOREGOING REMEDY DOES NOT APPLY TO PRODUCTS THAT HAVE BEEN SUBJECTED TO MISUSE, NEGLECT, ACCIDENT OR MODIFICATION, OR TO PRODUCTS THAT HAVE BEEN ALTERED DURING ASSEMBLY, OR ARE OTHERWISE NOT CAPABLE OF BEING TESTED, OR IF DAMAGE OCCURS AS A RESULT OF THE FAILURE OF BUYER TO FOLLOW SPECIFIC INSTRUCTIONS. IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY SELLER, OR THE USE OR INABILITY TO USE THE SAME, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- The terms of this limited warranty apply only to equipment manufactured by Seller and do not apply to components, parts or accessories purchased by Seller including but not limited to pumps, gear reducers, electrical controls, motors and other purchased items. These items will carry only the warranty issued by the original manufacturer, and Seller is not responsible for any warranty claims beyond that covered by the original equipment manufacturer.
- This limited warranty shall be void and Seller shall not be liable for any reasons whatsoever if the Goods or parts covered by this quotation have been repaired or altered by persons other than Seller unless expressly authorized in writing by Seller or if the Goods are operated or installed contrary to Seller’s instructions or subjected to misuse, negligence or accident.
- THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY SELLER AND ARE EXCLUDED FROM THIS AGREEMENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. No agent, employee or representative of Seller other than an officer duly authorized in writing has any authority to bind Seller to any confirmation, representation or warranty concerning the Goods that are covered by this quotation beyond that specifically included in this quotation.
- The cost of all non-warranty service will be charged by Seller at a per diem rate, per man, per work day, plus transportation and living expenses.
*These disclaimers and exclusions shall apply even if the express warranty set forth above fails of its essential purpose.
*Customer acknowledges and agrees that Seller has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
LIMITATION OF LIABILITY
- BUYER’S EXCLUSIVE AND SOLE REMEDY FOR ANY CLAIMS, ,ACTIONS OR SUITS ON ANY THEORY OF LIABILITY IN ANY WAY RELATING TO DEFECTIVE GOODS SHALL BE REPAIR OR REPLACEMENT OF DEFECTIVE GOODS as provided in the limited warranty stated herein. This EXCLUSIVE REMEDY shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace defective parts in the prescribed manner. However, if the Goods are incapable of being repaired or replaced, Buyer’s exclusive remedy shall be money damages, but such damages shall not exceed the purchase price of the defective Goods. Seller recommends that Buyer purchase mechanical break-down insurance as an additional protection to the limited warranty.
- Any claims under Seller’s limited warranty must be in writing, addressed to Seller and must set forth the alleged defect in sufficient detail to permit its easy identification by Seller. Buyer’s failure to notify Seller as set forth above will be conclusively deemed Buyer’s waiver of its claim.
- Seller’s liability on any claims, actions or suits of any kind whatsoever for any loss or damage in any way related to this quotation or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any Goods covered by or furnished under this quotation shall in no case (except as provided in the paragraph entitled Property and Patent Rights), exceed the purchase price allocable to the Goods and shall terminate one year after the Goods have been shipped.
- IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY OR ALLEGED NEGLIGENCE OR OTHERWISE, SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS BY REASON OF PLANT SHUTDOWN, INCREASED EXPENSE OF OPERATION, LOSS OF PRODUCT OR MATERIALS, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES OR ANYTHING DONE IN CONNECTION WITH THIS QUOTATION INCLUDING ANY MAINTENANCE OR INSTALLATION SERVICES) OR ANY OTHER LOSSES RESULTING FROM THE OPERATION OR NON-OPERATION OF THE GOODS UNDER ANY THEORY OF LIABILITY WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EVEN THOUGH SELLER MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, SELLER’S LIABILITY WITH RESPECT TO THE GOODS SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PURCHASE PRICE THEREOF.
- If Buyer or Buyer’s customers re-label, re-package, alter, or modify the Goods, then Seller shall be released from all obligations and liabilities to Buyer and Buyer shall defend, indemnify and hold Seller harmless from and against all claims, costs and liabilities arising out of or related to any product defect, including any resulting personal injury, property damage, and consequential damages.
PRODUCT LIABILITY AND INDEMNIFICATION
- Buyer shall use and shall require its employees to use all safety devices, guards and safe and proper operating procedures as set forth in the nameplates, signs, manuals and instruction sheets relating to the Goods furnished by Seller. Buyer shall not remove or modify any such device or guard or warning sign. Buyer shall not permit non-operating personnel to remain within ten (10) feet of any machine or accessory that is purchased pursuant to this quotation, while such machine or accessory is in operation. If Buyer fails to strictly observe each and every one of the obligations set forth in this paragraph with regard to any machine or accessory purchased pursuant to this quotation, Buyer agrees to defend, indemnify and hold Seller harmless to the fullest extent permitted by law from any and all liability or obligation incurred by Seller to persons injured directly or indirectly in connection with the operation of any such machine or accessory.
- Buyer shall notify Seller promptly and in any event within thirty (30) days of any accident or malfunction involving any of the Goods which results in personal injury or damage to property and shall cooperate fully with Seller in investigating and determining the cause of such accident or malfunction. In the event that Buyer fails to give such notice to Seller and so cooperate, Buyer agrees to defend, indemnify and hold Seller harmless from any and all claims arising from such accident or malfunction.
- Customer acknowledges and agrees that customer will indemnify and hold harmless Yates Industries Inc., Yates Industries South, LLC, and Yates Cylinders Georgia, LLC, including their past, present and future parent, subsidiaries, domestic and foreign corporations, divisions, affiliates, partners, stockholders, predecessors, successors, assigns, officers, directors, employees, administrators, and agents from and against any and all losses, expenses, attorney fees, claims, suits, demands of whatever nature resulting from damages or injuries, including death, to any property or persons caused by or arising out of any action, omission or operation of any Yates manufactured product or service.
PROPERTY AND PATENT RIGHTS
- Seller retains for itself any and all property rights in and to all designs, inventions and improvements pertaining to any Goods designed in connection with the quotation and to all patents, trademarks, copyrights and related industrial property rights arising out of the work done in connection therewith. Buyer expressly agrees that it will not assert any rights to property rights retained herein by Seller.
- Seller will indemnify and hold harmless Buyer from any and all costs, expenses and damages resulting from any suit based on any claim of infringement of a United States patent by reason of its use (in the manner contemplated by Seller) of the Goods, or any part thereof, furnished under this quotation, provided that Buyer: (i) promptly notifies in writing Seller of any such claim or the institution of any such suit; (ii) fully cooperates with Seller in connection with the defense thereof; and (iii) allows, without condition, Seller to have the full and exclusive right to defend any such suit to the extent any of the Goods furnished under the quotation is involved therein. In the event of any such claim or suit, Seller shall have the right to modify or replace the Goods involved in any claim of infringement or to remove such Goods and refund to Buyer the purchase price thereof less fifteen (15) percent to each full year from the date of shipment of the Goods. NOTWITHSTANDING THE FOREGOING, SELLER’S CUMULATIVE LIABILITY FOR INDEMNIFICATION UNDER THIS PARAGRAPH SHALL NOT EXCEED THE PURCHASE PRICE FOR THE GOODS INVOLVED IN ANY SUCH CLAIM OF INFRINGEMENT. This Paragraph shall not apply to (i) any foreign patents; (ii) any process in which the Goods are used; (iii) any product made by Buyer; or (iv) any claims or suits involving solely goods not manufactured or designed by Seller harmless from any liability arising out of any infringement of any patent in the manufacture, sale or use of any goods or parts thereof manufactured by Seller to Buyer’s design specifications.
RESERVATION OF RIGHTS IN RESPECT TO SELLER’S OTHER PRODUCTS
Seller reserves the right to make improvements and changes in design of the Goods it offers for sale without any obligation to make such changes or improvements upon the Goods that are the subject of this quotation or Goods previously manufactured and sold by it.
Buyer accepts the limited capabilities of the Goods, their materials and components upon approving the design of the Goods. Buyer shall bear the cost of all subsequent changes to the design, materials and/or components of the Goods subsequent to approving the design. Buyer shall request all such changes by change order, and pay the cost of the change, in full, within 30 days of submitting the change order.
LIMITATION OF ACTIONS
Buyer agrees that, any action to recover for any loss or damage under any theory of liability, in any way related to this quotation or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of any Goods covered by or furnished under this quotation must be commenced within one year after the cause of action accrues to Buyer, unless otherwise extended by Seller in writing. It is expressly agreed that there are no warranties of future performance pertaining to the Goods that are the subject of this quotation that would extend beyond such one year period of limitation.
- In the event Buyer requests Seller to stop work or cancel its purchase order based on this quotation, the order or any part thereof, cancellation charges shall be paid to Seller as follows: Any and all work that is complete or scheduled for completion within thirty (30) days of the date of notification in writing to stop work or to cancel, shall be invoiced and paid in full.
- For work in process, other than covered by item 1, and any materials and supplies procured or for which definite commitments have been made by Seller in connection with Buyer’s order, Buyer shall pay the actual costs and overhead expenses determined in accordance with good accounting practices, plus 15 percent.
- An amount equal to 15 percent of the difference between the cancellation charge as computed in item 2 and the full purchase price of the Goods will be charged as compensation for business irretrievably lost as a result of accepting a purchase order based on this quotation and having such purchase order cancelled by Buyer.
- Buyer shall promptly instruct Seller as to the disposition of the Goods and the latter shall, if requested, hold the Goods for Buyer’s account. All costs of storage, insurance, handling, boxing or other costs in connection therewith shall be borne by Buyer.
These Terms and Conditions, quotation and the rights, obligations and liabilities of the parties, shall be construed pursuant to the laws of the State of Michigan.
- Any orders received by Seller in response to this quotation shall not be binding or firm orders until approved by Seller. This quotation, when accepted by Buyer in accordance with the Acceptance paragraph hereof, and when Seller’s acknowledgement of receipt of acceptance is given to Buyer, shall constitute the entire agreement between the parties relating to this quotation and the Goods provided pursuant thereto, shall supersede all previous communications or understandings between Buyer and Seller with respect to the subject matter hereof and no alteration or addition to this quotation shall be binding on Seller unless it is in writing and signed by a duly authorized officer of Seller.
- The parties hereto agree that if any clause is held unenforceable by a court of competent jurisdiction, the balance of the contract shall remain in full force and effect.
WAIVER OF TERMS AND CONDITIONS
Failure or delay of Seller to insist upon strict performance of any of the Terms and conditions of this quotation or to exercise any rights or remedies Provided herein or by law, shall not release Buyer from any of the obligations of this quotation and shall not be deemed a waiver of any right of Seller to insist upon strict performance hereof or of any rights or remedy of Seller as to any prior or subsequent default hereunder.