COOPER NOTIFICATION
a business of Cooper Wheelock, Inc. and Cooper Notification, Inc.
TERMS AND CONDITIONS OF SALE
COOPER WHEELOCK, INC. COOPER NOTIFICATION, INC.
Superseding Terms and Conditions
Replaces All Previous Terms and Conditions
1.LIMITED WARRANTY – Cooper Wheelock, Inc. dba Cooper Notification and Cooper Notification, Inc.
(each, a “Seller”) products must be used within their published specifications and must be PROPERLY
specified, applied, installed, operated, maintained and operationally tested in accordance with these
instructions at the time of installation and at least twice a year or more often and in accordance with local,
state and federal codes, regulations and laws. Specification, application, installation, operation,
maintenance and testing must be performed by qualified personnel for proper operation in accordance
with all of the latest National Fire Protection Association (NFPA), Underwriter's Laboratories (UL), National
Electrical Code (NEC), Occupational Safety and Health Administration (OSHA), local, state, county,
province, district, federal and other applicable building and fire standards, guidelines, regulations, laws
and codes including, but not limited to, all appendices and amendments and the requirements of the local
authority having jurisdiction (AHJ). Seller products when properly specified, applied, installed, operated,
maintained and operationally tested as provided above are warranted against mechanical and electrical
defects for a period of (a) three (3) years from date of manufacture with respect to MEDC and Seller
Industrial Signals and Seller Fire and Security Notification Appliances and Devices, or (b) one (1) year
from date of manufacture with respect to Waves and SafePath Voice Evacuation and Mass Notification
Systems (date of manufacture is determined by date code). Correction of defects by repair or
replacement shall be at Seller's sole discretion and shall constitute fulfillment of all obligations under this
warranty. THE FOREGOING LIMITED WARRANTY SHALL IMMEDIATELY TERMINATE IN THE EVENT
ANY PART NOT FURNISHED BY SELLER IS INSTALLED IN THE PRODUCT. THE FOREGOING
LIMITED WARRANTY SPECIFICALLY EXCLUDES ANY SOFTWARE REQUIRED FOR THE
OPERATION OF OR INCLUDED IN A PRODUCT. SELLER MAKES NO REPRESENTATION OR
WARRANTY OF ANY OTHER KIND, EXPRESS, IMPLIED OR STATUTORY WHETHER AS TO
MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER.
USERS ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER A PRODUCT IS
SUITABLE FOR THE USER'S PURPOSES, OR WHETHER IT WILL ACHIEVE THE USER'S INTENDED
RESULTS. THERE IS NO WARRANTY AGAINST DAMAGE RESULTING FROM MISAPPLICATION,
IMPROPER SPECIFICATION, ABUSE, ACCIDENT OR OTHER OPERATING CONDITIONS BEYOND
SELLER'S CONTROL.
SELLER DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE WILL MEET ANY OTHER
STANDARD OF PERFORMANCE, OR THAT THE FUNCTIONS OR PERFORMANCE OF THE
SOFTWARE WILL MEET THE USER'S REQUIREMENTS. SELLER SHALL NOT BE LIABLE FOR ANY
DELAYS, BREAKDOWNS, INTERRUPTIONS, LOSS, DESTRUCTION, ALTERATION, OR OTHER
PROBLEMS IN THE USE OF A PRODUCT ARISING OUT OF OR CAUSED BY THE SOFTWARE.
THE LIABILITY OF SELLER ARISING OUT OF THE SUPPLYING OF A PRODUCT, OR
ITS USE, WHETHER ON WARRANTIES, NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE
EXCEED THE COST OF CORRECTING DEFECTS AS STATED IN THE LIMITED WARRANTY AND
UPON EXPIRATION OF THE WARRANTY PERIOD ALL SUCH LIABILITY SHALL TERMINATE.
SELLER IS NOT LIABLE FOR LABOR COSTS INCURRED IN REMOVAL, REINSTALLATION OR
REPAIR OF A PRODUCT BY ANYONE OTHER THAN SELLER OR FOR DAMAGE OF ANY TYPE
WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT OR INCIDENTAL, INDIRECT,
CONSEQUENTIAL, SPECIAL, PUNTIVE OR EXEMPLARY DAMAGES. THE FOREGOING SHALL
CONSTITUTE THE SOLE REMEDY OF THE PURCHASER AND THE EXCLUSIVE LIABILITY OF
SELLER.
to furnish such payment within ten days of demand by Seller shall constitute repudiation of the contract
and in such event Seller shall be entitled to receive reimbursement for its cancellation charges.
In the event of bankruptcy or insolvency of the Purchaser or in the event any proceeding is
brought by or against the Purchaser under the bankruptcy or insolvency laws, Seller shall be entitled to
cancel an order outstanding at any time during the period allowed for filing claims against the estate and
shall receive reimbursement for its cancellation charges.
6. PRICING - Unless otherwise stated by Seller, prices, terms of payment and pricing policies will be those
set forth in Seller's published price lists and pricing policies in effect at the time of shipment. All prices of
Seller products shown in price lists or other publications are subject to change without notice.
7. TAXES – Seller's prices do not include sales, use, excise or similar or other taxes. Consequently, in
addition to the price specified herein, the amount of any current or future sales, use, excise, or other tax
applicable to the sale or use of the products sold hereunder shall be paid by the Purchaser to Seller, or in
lieu thereof the Purchaser shall provide Seller with a tax-exemption certificate acceptable to the taxing
authorities.
8. QUANTITY ORDERS - All prices quoted for quantity orders are subject to the Purchaser accepting
delivery and remitting payment for the entire order as quoted. In the event Purchaser accepts delivery on
less than the entire amount originally ordered, any quoted quantity price shall no longer apply and
Purchaser shall pay Seller's standard quantity price applicable for the quantity actually accepted by
Purchaser.
9. CANCELLATIONS - Cancellations may be made provided the order has not been shipped or, in the
case of a special product provided the material has not been manufactured.
Cancellation charges apply as follows:
There will be no cancellation charges for an order for standard Seller label product provided
the cancellation is received 72 hours prior to the acknowledged shipment date.
The cancellation charge for a standard Seller label product cancelled within less than 72
hours of the acknowledged shipment date, will be 5% of the total value of products cancelled.
For special/non-standard products (Made to Order – MTO), cancellation charges will be
determined by the amount of expense incurred by Seller at time of cancellation.
10. SECURITY TITLE - Security title and right of possession to the product sold hereunder shall remain
with Seller until all payments hereunder (including deferred payments whether evidenced by notes or
otherwise) shall have been made in full in cash, and the Purchaser agrees to do all acts necessary to
perfect and maintain such security right and title in Seller.
11. LIMITATION OF LIABILITY – SELLER'S LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING
NEGLIGENCE AND BREACH OF WARRANTY, FOR ANY LOSS OR DAMAGE RESULTING FROM,
ARISING OUT OF, OR CONNECTED WITH THIS CONTRACT, OR FROM THE MANUFACTURE, SALE,
DELIVERY, RESALE, REPAIR OR USE OF ANY PRODUCT COVERED BY THIS ORDER SHALL BE
LIMITED TO THE PRICE APPLICABLE TO THE PRODUCT OR PART THEREOF WHICH GIVES RISE
TO THE CLAIM. SELLER'S LIABILITY ON ANY CLAIM OF ANY KIND SHALL CEASE IMMEDIATELY
UPON THE INSTALLATION IN THE PRODUCT OF ANY PART NOT FURNISHED BY SELLER. IN NO
EVENT SHALL SELLER BE LIABLE FOR ANY CLAIM OF ANY KIND UNLESS IT IS PROVEN THAT ITS
PRODUCT WAS THE DIRECT CAUSE OF SUCH CLAIM. FURTHER, IN NO EVENT, INCLUDING IN
THE CASE OF A CLAIM OF NEGLIGENCE, SHALL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT,
CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THE PRECEDING LIMITATION MAY NOT APPLY TO ALL PURCHASERS.
12. NON-ASSIGNMENT - Any assignment of this order, or of any rights or objections hereunder, by the
Purchaser or Seller, without the written consent of the other party shall be void.
IN NO CASE WILL SELLER'S LIABILITY EXCEED THE PURCHASE PRICE PAID FOR A
13. APPLICABLE LAW - This agreement and matters connected with the performance thereof shall be
construed, interpreted, applied and governed in all respects by the laws of the State of New Jersey.
2. RETURNED GOODS - No product will be accepted for return, replacement, repair or restocking unless
accompanied by a properly authorized "Return Goods Authorization" RGA. This RGA can be obtained
from the Customer Service Department of Seller. A Returned Goods Authorization is valid for only 30
days after it is issued, and any authorized returned goods that are returned more than 30 days after the
Return Goods Authorization is issued, shipments will not be accepted. Failure to comply with these
requirements will result in material being refused or returned at sender's expense. Material returned is for
"conditional acceptance only" and the final evaluation is subject to the approval of Seller, Inc. Quality
Assurance Department.
14. GENERAL - This agreement shall be construed to be between merchants. However, this instrument
contains the entire and only agreement between the parties hereto relating to the subject matter hereof,
and any representation, affirmation of fact or course of prior dealings, promise or condition in connection
herewith, or usage of the trade not incorporated herein, shall not be binding on either party. No change,
modification, rescission, discharge, abandonment, or waiver of these standard conditions of sale shall be
binding upon Seller unless made writing and signed on its behalf by its President or Vice President of
Finance/Administration.
PRODUCT.
SELLER WILL NOT ACCEPT THE RETURN OF PRODUCTS THAT SELLER BELIEVES ARE NO
LONGER NEEDED BY THE MARKETPLACE BECAUSE OF CHANGES IN LAWS, CODES OR
STANDARDS.
A. IN-WARRANTY DEFECTS: Products returned within the warranty period for electrical or mechanical
defects in manufacture or Seller error in shipment will be accepted for full credit, repair or replacement
without service charge. The decision as to either repair or replace a product shall be within Seller's sole
discretion.
B. RETURNS - NON-DEFECTIVE PRODUCTS: New and undamaged standard Cooper Wheelock
products currently being manufactured and in their original unopened product carton may be returned
within twelve (12) months from date of purchase on the following terms: Restocking credit will be issued at
the price paid at the time of shipment or at the price prevailing at time of return whichever is lower, from
which will be deducted a 20% restocking charge and the expense for return transportation if not prepaid.
No product may be returned after 12 months from date of purchase. Non-stock, special or custom made
products including units that are modified from standard units (with or without accessories), whether inwarranty or out-of-warranty, shall not be returned for credit.
3. DELIVERY - Shipping dates are approximate and are based upon prompt receipt of all necessary
information. Seller shall not be liable for delays in delivery or failure to manufacture or deliver (a) due to
causes beyond its reasonable control, or (b) due to acts of GOD, acts of the Purchaser, acts of civil or
military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, terror, riot, delays
in transportation or car shortages or (c) due to causes beyond its reasonable control in obtaining
necessary labor, materials, components, or manufacturing facilities, or (d) due to other chemical
impracticability. In the event of such delay the date of delivery shall be deferred for a period equal to the
time lost by reason of the delay.
4. TRANSPORTATION - Unless otherwise agreed in writing by Seller, delivery of the products hereunder
shall be made F.O.B. Shipping Point, with transportation expenses to be paid by the PURCHASER and
the risk of loss or damage to products in transit shall fall upon the PURCHASER whose responsibility it
shall be to file claims with the carrier.
15. GOVERNMENT CONTRACTS – Seller will comply with all provisions required to be inserted in this
purchase order by rules, regulations, or statutes of the federal or state government(s) having jurisdiction
over the order hereunder, provided, however, that Seller shall have the right to cancel this purchase order
without liability on its part if Seller, in its sole discretion, determines that any such rule, regulation or statute
makes fulfillment of this purchase order economically unfeasible to Seller.
16. WITHDRAWAL OF PRODUCT(S) – Seller reserves the right to withdraw any product(s) from its
catalogs or product lines at any time if, in the sole discretion of Seller, the continued sale of any such
product(s) would fail to meet Seller's standards, or otherwise fail to meet required government or
Underwriters' Laboratory requirements for the specifications listed. In the event of such withdrawal, any
order for withdrawn product(s) shall be deemed cancelled and neither Seller nor the Purchaser shall have
any liability to the other arising out of such withdrawal. Where possible, Seller will offer alternate product(s)
to the Purchaser which may reasonably be substituted for the withdrawn product(s), but Seller will be
under no obligation to offer such alternate product(s) and Purchaser shall be under no obligation to accept
such alternate product(s).
17. AMENDMENTS OR CHANGES – Seller reserves the right to amend or change any terms or
conditions contained herein upon ninety (90) days prior notice.
18. PROGRAM LICENSE - Certain of Seller’s products contain a PROGRAM which remains the property
of Seller and is protected by copyright. Seller grants to Purchaser of Seller’s product(s) which contain a
PROGRAM the right to use the PROGRAM only in conjunction with the use of the product(s) and only
when the PROGRAM is installed in the product(s) in the same manner as when it was purchased.
Purchaser shall not make or distribute copies of the PROGRAM, or modify, adapt, translate, reverse
engineer, decompile, disassemble, or create derivative works based on the PROGRAM.
This LICENSE is granted only to Purchaser, and may be transferred only with the transfer
of the product(s) having the PROGRAM installed in the same manner as when it was purchased, and only
to those who agree to be bound by the terms and conditions of the LICENSE.
This LICENSE is effective until terminated. Purchaser many terminate the LICENSE at any
time by destroying the PROGRAM. This LICENSE will terminate automatically without notice from Seller if
Purchaser fails to comply with any term or condition of this LICENSE.
5. PAYMENTS - Terms of payment are 1.5% (one and one half percent) in ten (10) days and net in thirty
(30) days. Payments shall become due in accordance with such terms from the date of invoice to
Purchaser. Products held for the Purchaser shall be at the risk and expense to the Purchaser. After thirty
(30) days, all outstanding overdue balances shall be subject to monthly interest of one and one half
percent or the maximum charge permitted by law.
If the financial condition of the Purchaser at any time is such as to give Seller, in its sole
judgment, reasonable grounds for insecurity concerning the Purchaser's ability to perform his obligation
under this contract, Seller may require full or partial payment in advance or may suspend any further
deliveries or continuance of the work performed by Seller, until such payment has been received. Failure
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FCD-5429 Rev F 08/21/2009