Bare Iron Pipe Screwed Short Radius 90° Elbow Cover - p. 32
Bare Iron Pipe Screwed Short Radius 45° Elbow Cover - p. 32
Bare Iron Pipe Screwed Tee Cover p. 32
Copper Bare Pipe 90° Elbow Cover p. 33
Copper Bare Pipe 45° Elbow Cover p. 33
Copper Bare Pipe Tee Cover p. 33
90° Sweep Cover (BPV) - p. 34
White Stainless Steel Tacks p. 28
White Vinyl Tape p. 28
PVC Fitting Covers
ASTM C585 Insulation Dimension
USDA Authorized PVC
One & Two-Piece LoSMOKE® Grade
Standard Light Gauge Commercial Thickness
Ultraviolet Stable High Gloss Indoor/Outdoor
Grade White PVC
Sizing Charts for PVC Fitting Covers
Throughout the catalog use information in BLUE to place order.
Sizing chart is based on O.D. pipe insulation conforming to ASTM STD C-585. Combination short and long radius fitting covers are in compliance with ASTM Standards. For Preformed Pipe Insulation Fittings, consider using 2-piece or C-series fittings. Fitting sizes above the heavy line will fit all short and long radius welded elbows. Fitting sizes below the heavy line will not fit most long radius 90° elbows properly. Order fitting covers for long radius 90° sizes by specific pipe size and insulation thickness. Above fitting sizes will fit most 45° welded elbows.
SIZING CHART FOR IRON PIPE FITTING COVERS
6”
SIZING CHART FOR COPPER PIPE FITTING COVERS
For carved pipe insulation, click here for your C-Series selection on page 12.
Short Radius 90° & 45° Elbow Covers
To determine proper fitting size, click here to see the sizing chart on page 9.
SHORT RADIUS 90° ELBOW COVERS
SHORT RADIUS 45° ELBOW COVERS
1
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
*Only available in 2-piece fittings.
• For insulation of 2” or more, please order additional inserts as needed.
• Products highlighted in yellow will come with separate box of inserts.
• Parts in red denote an extended lead time and available in white only. Please contact factory for availability.
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Where no PCS/CTN is indicated, there is no extra charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors.
Tee/Valve Covers & End Cap Covers
To determine proper fitting size, click here to see the sizing chart on page 9
TEE/VALVE COVERS
END CAP COVERS STANDARD OR FLAT ROUND
To fit a 38TEE, use a 39 H-TEE and 39-27 CCR (3 sets). For the 39 Reducer Tee use a 39 H-Tee and a 39-27 CCR for each end that needs to reduce.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41 *Flat Round End Cap Covers are not available in these sizes.
• Parts in red denote an extended lead time and available in white only. Please contact factory for availability.
• For insulation of 2” or more, please order additional inserts as needed.
For carved pipe insulation, measure the actual max O.D. and click here to choose the fitting # from the chart on page 10.
Two-piece “H” Series covers are also available. Prices are 10% higher than standard short radius 90s, 45s and Tees.
(PR) ELBOW COVERS
Can be used with Pressfit fittings.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Where no PCS/CTN is indicated, there is no extra charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors. PR Elbows are not available in heavy duty.
“C” Series Short Radius 90° Elbow Cover (C-90)
Two-piece 90° Elbow Cover (H-90)
Two-piece Tee (H-TEE)
Pressed 90°, 45° and Tee (PR-90, PR-45, PR-Tee)
90° Long Radius Elbow Covers
90° LONG RADIUS ELBOW COVERS
1 2” x 1/2” $2.66 $2.28 25
1 2 1/2” x 1/2” $3.94 $3.40
1 3” x 1/2” $5.72 $4.08
1
1 5” x 1/2” $11.14 $9.64 25
1 6” x 1/2” $16.62 $14.92 25
1 8” x 1/2” $26.78 $23.10 10 1” Thick Insulation
1,
1, 2 4” x 1” $10.52 $9.16 25 1, 2 5” x 1” $12.88 $11.22 15
$10.70 $9.02 1” V 1 1/2” $11.34 $9.64 1 1/4” V 1 1/2” $13.68 $11.66 1 1/2” V 1 1/2” $14.32 $12.20
14” and above come only in G Style Reducers. When ordering 14" or greater, please specify if standard or AGS systems applies. Please click here for the “G” Series charts on pages 20 or 22 if 14” or above is desired.
MECHANICAL GROOVED COUPLING COVERS
Click here to determine proper fitting size on page 9.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors.
• For insulation of 2” or more, please order additional inserts as needed.
*90° long radius covers will fit 45° long radius elbows by cutting the body section down the middle and overlapping to fit.
**When ordering 14" or greater, please specify if standard or AGS systems applies.
***6"x3" and 8"x3" reduces to 2" thick.***
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only.
Click here to see color selection on page 41
• Heavy duty is recommended for outdoors.
• For insulation of 2” or more, please order additional inserts as needed.
Long Radius G-90° Elbow Cover (LR G-90)
Long Radius V-90° Elbow Cover (LR V-90)
Long Radius V-45° Elbow Cover (LR V-45)
Mech. Grooved Lateral 45° Y Cover (G Y-45)
Advanced Grooved System Covers
Victaulic has the Advanced Grooved System (AGS) on all SR 90s, LR 90s, LR 45s, tees and couplings for 14” and larger. The width of the coupling is 4.75”. The diameters are different with the two-bolt system.
In order to prevent any sizing issues, please check with the installer as to the kind of couplings being used. The old style couplings are still available and may be ordered, if needed.
ADVANCED GROOVED SYSTEM COVERS (AGS)
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Parts in red denote an extended lead time and available in white only. Please contact factory for availability.
• Please contact the factory for lead times of AGS products.
• Heavy duty is recommended for outdoors.
• For insulation of 2” or more, please order additional inserts as needed.
Advanced Grooved System 90° Elbow Cover (AGS-90)
Advanced Grooved System 45° Elbow Cover (AGS-45)
Advanced Grooved System Tee Cover (AGS-TEE)
Advanced Grooved System
Radius
Elbow Cover (AGS
Line Flange Covers & Extra-Long Line Flange Covers
Line Flange Cover Sizing Diagram
EXTRA-LONG
LIST PRICE MULTIPLIER
FLANGE COVERS
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Click here to determine the proper fitting size on page 9.
• Line Flange Covers numbered 1, 3, and 5 are also referred to as “unions.”
• Line Flange Covers can also be used for Victaulic® and normal butterfly valves.
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors.
• For insulation of 2” or more, please order additional inserts as needed.
Ball Plug Valve Covers are 50% longer than Extra-Long Line Flange Covers.
SOIL PIPE HUB/UNION COVERS
Click here to determine proper fitting size on page 9.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41.
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors.
• For insulation of 2” or more, please order additional inserts as needed.
Ball Plug Valve (BPV)
Soil Pipe Hub/Union Cover (SPH)
Roof Drain Sump Covers, Cast Iron Y-45 Covers,
Lateral Y Covers
ROOF DRAIN SUMP COVERS
Roof Drain Sump Cover Sizing Diagram
CAST IRON SINGLE OR DOUBLE Y-45° COVERS
STRAINER LATERAL Y-45° COVERS
Click here to determine proper fitting size on page 9.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Where no PCS/CTN is indicated, there is no extra charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors.
• For insulation of 2” or more, please order additional inserts as needed.
Roof Drain Sump Cover (RDS)
Cast Iron Y Cover (CIY)
Strainer Lateral Y Cover (SLY)
Strainer Covers & P-Trap Covers
STRAINER COVERS PVC ONLY / NO INSERTS
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Add 10% to list prices for less than full PCS/CTN for handling and set-up charge. Does not apply to heavy duty or color PVC.
• Heavy duty is recommended for outdoors.
Flanged Gate Valve Covers & PVC Accessories
Gate Valve (FGV)
Flange Cover Sizing Diagram
FLANGED GATE VALVE COVERS
PVC ONLY / NO INSERTS
ACCESSORIES
Tank Panels
TANK PANELS
$280 net charge per skid. (Approximately 75 panels per skid.)
* Indoor only
** Indoor/Outdoor
Tank Panel
Dimensions Diagram
Additional Screws
#6 x ½” White HEX Head Screws
410 Stainless Steel Drill Screws
List Price: $42.40 per 100 Screws
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• Parts in red denote an extended lead time and available in white only. Please contact factory for availability.
• Proto will provide 10 Drill Screws with each Tank Panel purchased. Proto will also include one tube of caulk adhesive with every seven panels purchased.
Protop® Tank Head Covers
2:1 - Elliptical Heads
2:1 - Elliptical Heads (EL)
“R”= 80 to 100% O.D.
PROTOP® TANK HEAD COVERS
1/2’ #2-4
1/2’ #3-5
#4-4 #4-4 54”= 4 1/2’ #5-7
60”=5’ #5-7
1/2’ #5-8
“KR”= 4 to 8% O.D.
ASME Flanged and Dished Heads
“R”= 80 to 100% O.D.
“KR”= 4 to 8% O.D.
ASME Flanged and Dished Heads (F&D)
“R”= 1/2 O.D.
“R”= 1/2 O.D.
1/2’ #6-9 #6-10
1/2’ #8-12
#9-13
1/2’ #9-14
1/2’ #10-15
#11-16
1/2’ #11-16
#12-17
1/2’ #12-18
#13-18
For insulation greater than 3.5” please contact factory for availability and lead time.
Ordering Example: EL #3-4, F&D #3-4
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
Protop® Tank Head Covers cont.
PROTOP® TANK HEAD COVERS
Protop® Sizes & Section per Head
#2-4
$63.60 $254.40
#3-4 $71.86 $287.44
#4-4 $71.86 $287.44
#5-7
$71.86 $503.02
#5-8 $71.86 $574.88
#6-8
$78.22 $625.76
#6-9 $78.22 $703.98
#6-10 $78.22 $782.20
#7-10 $78.22 $782.20
#7-11 $78.22 $860.42
#7-12 $78.22 $938.64
#8-11 $84.58 $930.38
#8-12 $84.58 $1,014.96
#8-13 $84.58 $1,099.54
#9-13 $84.58 $1,099.54
#9-14 $84.58 $1,184.12
#10-14 $88.82 $1,243.48
#10-15 $88.82 $1,332.30
#11-16 $88.82 $1,421.12
#12-17 $95.18 $1,618.06
#12-18 $95.18 $1,713.24
#13-18 $103.66 $1,865.88
#13-19 $103.66 $1,969.54
Panel kit includes screws, caulk and masking tape.
Additional Screws
#6 x ½” White HEX Head Screws
410 Stainless Steel Drill Screws List Price: $42.40 per 100 Screws
PROTOP® TANK HEAD GORE EXTENSIONS
Protop® Sizes & Section per Gore List Price per Section
*Use 5 Gore Extensions for this size.
Ordering Example: EL #3-4, F&D #3-4
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
• 2:1 Elliptical Tank Head covers may need Gore Extensions when the insulation thickness is 4” or more.
• For sizing other then what is shown please contact Proto.
• Typically the number of Gore Extensions when needed will match the number of gores used to cover the Tank head.
Protop® Tank Head
Bare Iron Pipe Fitting Covers
BARE IRON PIPE SHORT RADIUS SCREWED 90° ELBOW COVERS
**1/2” IP SR90
**3/4” IP SR90
**1” IP SR90
**1 1/4” IP SR90
Reducer fittings can be used
Price
$6.78
$6.78
$6.78
$6.78
1 1/2” IP SR90 *#7 Reducer 90
2” IP SR90
2 1/2” IP SR90
3” IP SR90
3 1/2” IP SR90
4” IP SR90
*#9 Reducer 90
*#10 Reducer 90
*#12 Reducer 90
*#15 Reducer 90
*#15 Reducer 90
*Click here to see the Reducer 90° chart for pricing on page 16.
BARE IRON PIPE SCREWED TEE COVERS
Reducer fittings can be used
BARE IRON PIPE SHORT RADIUS SCREWED 45° ELBOW COVERS
Reducer
1 1/2” IP Tee
2” IP Tee
2 1/2” IP Tee
*#7 Reducer Tee
Reducer Tee
Reducer Tee 3” IP Tee *#12 Reducer Tee
3 1/2” IP Tee *#15 Reducer Tee 4” IP Tee *#15 Reducer Tee
*Click here to see the Reducer Tee chart for pricing on page 16.
BARE IRON PIPE LONG RADIUS
*Click here to see the Reducer 90° chart for pricing on page 16.
**Also fits schedule 40 pipe.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
*Click here to see the Mech. Grooved Coupling chart for pricing on page 19.
Bare Iron Pipe Screwed Short Radius 90° Elbow Cover
Bare Iron Pipe Screwed Short Radius 45° Elbow Cover
Bare Iron Pipe Screwed Tee Cover
Bare Copper Pipe Fitting Covers
BARE COPPER PIPE SHORT RADIUS 90° ELBOW COVERS
Standard fittings can be used
1/2”
1
1 1/2”
2”
COPPER PIPE SCREWED TEE COVERS
PIPE SHORT RADIUS 45° ELBOW COVERS
*Click here to see the Tee/Valve chart for pricing on page 11.
*Click here to see the Mech. Grooved Coupling chart for pricing on page 19.
Copper Bare Pipe 90° Elbow Cover
Copper
90° and 45° Sweep Covers
Elbow Cover
90° & 45° SWEEP COVERS
PVC Jacketing and Cut & Curl
LoSMOKE® PVC
Indoor/Outdoor grade jacketing featuring a high gloss finish and a 25/50 rating per ASTM E-84 method up to .035” mil. thick. Available in standard and bulk rolls.
PVC JACKETING
Order 10 or more bulk rolls in any combination - save 5%
When ordering heat-treated (pre-curled) rolls a $5.00 net processing fee per roll will be added to your invoice.
*0.015 mil not available in color.
**0.040 mil not available in color.
***0.015 mil only available in white 35.5".
LoSMOKE
When ordering, please specify with or without self-sealing lap.
WITH SELF-SEALING LAP
When ordering, please specify with or without self-sealing lap.
To determine Color Cut & Curl pricing with SSL: If 35.5”color section with SSL, add $2.00 after 1.55 no tape list price multiplier applied. If 48” color section with SSL, add $2.66 after 1.55 no tape list price multiplier applied.
Example: If ordering 35.5” .020 #2 color cut and curl with SSL, list price will be ($4.62 x 1.55) + $2.00= $9.16
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
*Color is not available in 0.040.
PVC Sheets & Corner Edge Rolls
Edge
CORNER EDGE PVC ROLLS
LoSMOKE® PVC SHEETS
*Color multiplier applies. Please call the factory for lead time and availability.
COLOR PVC: All color items are special order, not returnable and recommended for indoor use only. Click here to see color selection on page 41
Corner
Roll
Cut & Curl for Bare Pipe
BARE PIPE CONVERSION SIZING CHART
1 1/2” CPS
1 1/2” IPS
Choose mil thickness and width from page 37 and 38.
Color Section
Actual colors may vary from those shown. LIGHT
To sample our color selection, please request a color fan.
Seamless Welding Fittings
Metal Flange Information
WELDING
Terms and Conditions
Effective: March 30, 2020
1. These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of goods (“Goods”) by Proto Corporation (“Seller”) to the buyer (“Buyer”). Submission of your order to us is subject to these Terms. You acknowledge and agree that you have read and agree to be bound by these Terms before you submit your order, and that these Terms shall be incorporated into your order and our Acknowledgement (as defined below). Your Accepted Order (as defined below), and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.
2. Accepted Order. Buyer’s order or purchase order for Goods does not create a binding contract between the parties nor does it obligate Seller to fulfill Buyer’s order or purchase order until Seller, in its sole discretion, accepts such order and sends Buyer a notice (“Acknowledgement”) accepting the order (“Accepted Order”). Affidavits or certificates of compliance must be requested when orders are placed.
3. Price.
3.1. Buyer shall purchase the Goods from Seller at the price(s) (the "Price(s)") set forth in Seller's published price list in force as of the date of an Accepted Order. If the Price(s) should be increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, then these Terms shall be construed as if the increased price(s) were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased price(s).
3.2. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.
4. Terms of Payment.
4.1. Buyer shall pay all invoiced amounts due to Seller within the earlier of five (5) days of receipt of Seller’s Invoice or immediately before Seller’s shipment of the Goods to Buyer or pursuant to the terms identified in the Accepted Order. Buyer shall make all payments hereunder in U.S. dollars by wire transfer or check.
4.2. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder.
4.3. Seller, in its sole discretion, may offer credit terms to Buyer under such terms in effect at the time of an Accepted Order.
4.4. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise.
5. Delivery & Shipping.
5.1. The Goods will be delivered within a reasonable time after an Accepted Order, subject to availability of finished Goods. All Goods are shipped Free Carrier ('FCA'), Seller's place of shipment (“Delivery Point”). Seller shall have no liability for delays, damage, or delivery failures occurring after the Goods are delivered to the carrier. Buyer is solely liable for detention and demurrage charges assessed at the destination. Seller shall use standard methods for packaging and shipping the Goods. Unless expressly stated otherwise in an Accepted Order, Buyer shall be solely and exclusively responsible for all delivery and shipping costs.
5.2. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of an Accepted Order.
Terms and Conditions
6. Quantity. If Seller delivers to Buyer a quantity of Goods of up to 95% more or less than the quantity set forth in the Accepted Order, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Accepted Order adjusted pro rata.
7. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Florida Uniform Commercial Code.
8. Inspection and Rejection of Nonconforming Goods.
8.1. Buyer shall inspect the Goods and shall notify Seller’s Customer Service (“Nonconformance Notice”) of incorrect quantities, incorrect material or damaged material (“Nonconforming Goods”) within forty-eight (48) hours of receipt of shipment same time ("Inspection Period"). If Buyer does not report Nonconforming Goods within the Inspection Period, Buyer shall be deemed to have accepted the Goods.
8.2. Nonconformance Notice. The Nonconformance Notice shall include the following information, and any other information and documentation requested by Seller:
8.2.1. Incorrect Quantities: Buyer shall detail all discrepancies, indicating specific Goods and quantities on driver’s Bill of Lading.
8.2.2. Incorrect Material: Buyer shall submit photographs of the Goods showing incorrect material to Seller.
8.2.3. Damaged Material: Buyer shall identify the specific damaged Goods on the driver’s Bill of Lading and provide Seller photographs of the damaged Goods.
8.3. If Buyer timely provides Nonconformance Notice then Seller shall, in its sole discretion: (i) replace such Nonconforming Goods with conforming Goods and upon Seller’s direction, Buyer shall return either all or a portion of such Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Upon consent from Seller’s Customer Service Department, Buyer shall ship, at its expense and risk
of loss, the Nonconforming Goods to a location identified by Seller. If Seller does not request the return of any Nonconforming Goods, then Buyer shall discard such Goods and not use or resell such Goods for any purpose.
8.4. Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided in these Terms, all sales of Goods to Buyer are made on a oneway basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
9. Cancellation/Returns. All Accepted Orders are noncancellable and may not be modified or changed without Seller’s prior written consent. The sale of all Made to Order and Special-Order Goods, including all colored Goods (“Custom Goods”) is final, and not subject to return. Excluding Custom Goods and with Seller’s prior consent (exercised in Seller’s sole and exclusive discretion), Buyer may return non-damaged Goods that are in resaleable condition (“Returned Goods”) to the Delivery Point with thirty (30) days of receipt of such Goods (“Return Period”). Buyer shall pay for all shipping and bear the risk of loss for the shipment of Returned Goods to Seller at the Delivery Point. Upon receipt of such Returned Goods, Seller shall credit Buyer the purchase price, less all freight charges, including stopover charges absorbed by the Seller on the original shipment to the Buyer and the full freight charges on the Returned Goods. The Seller will also charge for handling and reconditioning fees. Credit will be based upon the quantity of Returned Goods received at the Delivery Point in undamaged resaleable condition, as determined solely by the Seller, and a 25% REHANDLING AND RE-STOCKING CHARGE SHALL BE ASSESED TO BUYER on all Returned Goods. NO RETURNS WILL BE ACCEPTED AFTER THREE (3) MONTHS FROM DELIVERY DATE.
10. Final Sale/No Return. Made to Order (“MTO”) and Special-Order Goods including all colored Goods as defined by the Seller’s list price schedule at the time of an Accepted Order are not subject to return or cancellation. Cancellation of an Accepted Order of such Goods shall not relieve Buyer’s obligation to make full payment on such Goods.
Terms and Conditions
11. Limited Warranty.
11.1. Seller warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods ("Warranty Period"), that such Goods will be free from defects in workmanship, and are manufactured in all material respects to Seller's product specifications. Goods may vary in details of design and construction from descriptions or depiction in any literature or from any sample, display or other model inspected by Purchaser.
11.2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(1), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
11.3. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with the Goods. Third Party Products are not covered by the warranty in Section 11.1. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
11.4. The Seller shall not be liable for a breach of the Limited Warranty set forth in Section 11.1 unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within thirty (30) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods are defective.
11.5. The Seller shall not be liable for a breach of the Limited Warranty set forth in Section 11.1 if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's
oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.
11.6. Subject to Section 11(4) and Section 11(5) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller.
11.7. THE REMEDIES SET FORTH IN THIS SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(A). SECTION 8 shall be the exclusive procedure and terms for the return of all Nonconforming Goods.
12. Limitation of Liability.
12.1. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.2. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, WHETHER ARISING OUT OF, OR RELATED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER OR $500.00 WHICHEVER IS LESS.
Terms and Conditions
13. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods. Sales of Goods exported from the United States are subject to the Seller's Export Terms and Conditions.
14. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
15. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
16. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all
documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a nonconfidential basis from a third party.
17. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), delays or non-performance by suppliers or other third-parties, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
18. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Terms and Conditions
21. Governing Law. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
22. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in Clearwater, Pinellas County, Florida and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
23. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Acknowledgement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
24. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
25. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, Terms of Payment, Limitation of Liability, and Survival.
