Pentair Residential Systems catalogue 2023

TERMS & CONDITIONS OF SALE I. DEFINITIONS "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Purchaser and Pentair, and “Contract Terms” has the same meaning. “Confidential Information” means any information that is treated as confidential by either party, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing. "Contract" means the contract for the purchase and sale of the Goods and “Agreement” has the same meaning. "Goods" means the goods and/or services which Pentair is to supply in accordance with these Conditions. “Parties” means Pentair and Purchaser. "Pentair" means the party who will sell and supply the Goods to the Purchaser in accordance with these Conditions. “Purchaser" means the party whose order for the Goods is accepted by Pentair in accordance with these Conditions. II. GENERAL All business transactions between the Parties are governed by these Contract Terms, unless special written agreements are entered into before order confirmation in individual cases. The terms and conditions of the Purchaser are not binding upon Pentair, unless agreed to by Pentair in writing and before order confirmation. III. CONCLUSION OF CONTRACT 1. Pentair’s offers are limited to those Goods explicitly listed in the offer and strictly exclude any building, assembly or installation work not mentioned, including installation material or site work. Consultation or offers are free of charge and to the best of the Pentair’s knowledge, but non-binding. All documentation accompanying offers remains Pentair’s property. Documentation may not be copied or disclosed to third parties without Pentair’s permission and shall, on request, be returned without delay. 2. No order or variation shall be binding on Pentair unless and until accepted in writing by Pentair, and only then shall it constitute the Contract. No agent or other representative of Pentair has any authority from Pentair to make or vary any agreement on behalf of Pentair, unless subsequently notified by Pentair in writing. Every order or variation accepted by Pentair includes only such Goods as are expressly specified or incorporated in Pentair’s written acceptance. 3. Pentair may, from time to time, agree to build products to Purchaser’s specifications. In such a case Purchaser shall always be responsible for all expenses incurred by Pentair to comply with Purchaser’s specification, such as, but not limited to expenses incurred for tooling (jigs, dies, tools, molds and patterns), expenses related to ordering of raw materials, components or other parts and any other commitments entered into by Purchaser, even during the preparatory phase when no firm Contract is in place. Purchaser shall at all times be obliged to purchase and pay for all customized products that are produced by Pentair. Unless otherwise agreed in writing, any equipment (including, but not limited to jigs, dies, tools, molds and patterns) made for the manufacture of customer specified products shall be, and remain, the sole property of Pentair, notwithstanding that Purchaser may have been charged for all or part of the cost therefore. 4. No price list, quotation, estimate or tender issued by Pentair shall constitute an offer to sell the Goods. Any order placed by the Purchaser in response to such a price list, quotation, estimate or tender shall constitute an offer made to Pentair in accordance with the Contract Terms and shall only be binding on Pentair if it is accepted by Pentair in writing and shall then constitute the Contract. Without limiting the foregoing, Pentair reserves the right at any time before a binding Contract has been entered to alter its price. This right includes the right to alter any published price or price list prices without prior notice. 5. Orders received and accepted by Pentair shall not be subject to cancellation without Pentair’s consent, and cancellation of any Contract to which the Purchaser is a party will not constitute sufficient reason for cancellation of any order placed by the Purchaser. IV. Delivery and Time for Delivery 1 All delivery times given in written offers or mentioned elsewhere are approximate only and therefore non-binding. The delivery period starts on the day the order is confirmed or when the Purchaser takes cooperative actions which may be required (e.g. payment of an agreed advance payment). The period is interrupted should a payment not be made on time, as agreed, or should the Purchaser not provide outstanding data or specifications needed for the design of the apparatus or plant at the agreed time. The period starts again as soon as Pentair receives the overdue payment or the delayed technical data are transmitted. Non-compliance with the delivery time does not entitle the Purchaser to damages (liquidated or otherwise) or any other form of compensation, nor release the Purchaser from the order. 2 Unforeseen impediments for which Pentair cannot be held responsible irrespective whether they arise in Pentair’s own factory or at a sub-supplier, such as: force majeure events, mobilization, war or other delays for which Pentair cannot be held responsible, such as production faults, general material procurement problems, operational faults, transport delays and similar circumstances preventing on schedule performance at the agreed price, are justified reasons for us to cancel the delivery obligations, fully or in part, or to extend the delivery period by the duration of the obstructions. The Purchaser may withdraw from the Contract should relevant faults lead to a delay in performance of more than 12 months. Other rights of withdrawal shall remain unaffected thereby. V. PRICES Unless otherwise stated in these Contract Terms, the Contract price of the Goods is FCA, Pentair’s warehouse or factory (Incoterms 2020) and is deemed to exclude VAT and other taxes, which shall be charged at the rate applicable at the date of the invoice. VI. TERMS OF PAYMENT So far as the law permits, where Pentair has not agreed to provide credit to the Purchaser, the Contract price must be paid before dispatch of Goods. Where Pentair has agreed to provide credit, the Contract price must be paid in accordance with the agreed credit terms or otherwise within thirty (30) days of the date of invoice. Interest will be payable on any sums outstanding after the due date, at the rate of 1.5% per month. Pentair will only accept payments from the Purchaser itself and will not accept (and may return) any payments received from any other parties (including affiliates of the Purchaser). VII. RETENTION OF TITLE 1. Goods delivered by Pentair remain in Pentair’s ownership until all payments due under the Contract have been received. 2. To the extent that ownership of goods is transferred to third parties by incorporation into property and the like, the Purchaser shall cede its claims against such parties to Pentair, as collateral for Pentair’s claim, until the latter has been fully settled. With current accounts, the reserved property shall serve as collateral for Pentair’s balance claim. VIII. Intellectual Property Infringement Pentair will defend Purchaser to the extent of any rightful claim that any Goods furnished under the Contract infringe upon any intellectual property rights, and Pentair will pay all direct damages and costs awarded by a court of competent jurisdiction with respect to such claim. The Purchaser or user must promptly notify Pentair of any such claim, and cooperate fully with Pentair in the defence of such claim, or Pentair will have no duty under this paragraph. IX. Shipment Unless the Parties otherwise expressly agree in writing, the following provisions apply: Shipment is always at the risk of the Purchaser. Pentair accepts liability for shipment-related damages only in the event that it carried out the delivery itself and if such damage was caused by at least gross negligence on its side. Pentair shall provide reasonable support to the Purchaser in asserting its claims for compensation against the carrier if shipment was handled by a third party. Such claims should initially be against the carrier (railways, post office, freight forwarder). Replacements are provided only on the basis of a new order at currently valid prices. Any deviations in the delivery note or the invoice as well as transport damage should be reported to us in writing immediately, no later than within 3 days of receipt of the Goods. X. CONFIDENTIALITY Pentair and the Purchaser shall maintain any Confidential Information in strict confidence and shall not disclose the same to any third party or use Confidential Information except for the performance of the Contract and proper and lawful use by the Purchaser (or an affiliate of the Purchaser) of the work or Goods for tenders, sale, manufacture, erection, commissioning and/or servicing of equipment. Nothing contained herein shall preclude the Purchaser from: (a) sharing any or all of the Confidential Information with any of its affiliates or (b) disclosing Confidential Information received from Pentair as part of any work or Goods to the user or their respective employees, directors, agents and/or advisors, to the extent necessary for the performance of the work and provided that they are similarly bound by undertakings of confidence, restricted use and non-disclosure. Further, nothing contained herein shall prevent disclosure of Confidential Information: (a) with a view to complying with the requirements of any applicable law and/or an order of the court or arbitral tribunal or (b) to the extent necessary to resolve a claim or dispute, or to the extent necessary for the Purchaser to resolve a claim or dispute with third parties and/or insurance claims, provided always that the Party so required to disclose any such Confidential Information of the other Party, timely informs and consults the other Party and takes all reasonable steps to minimize the extent of the Confidential Information disclosed and to make such disclosure in confidence. XI. LIABILITY 1. Notwithstanding anything to the contrary, Pentair’s cumulative liability howsoever arising, including under this Contract (including, without limitation, all the obligations related to the schedule and scope of work and deliveries of Goods, warranties and indemnifications, both express and implied, arising from the Contract), in tort (including negligence) or under statute will not exceed the relevant purchase price payable to Pentair under the Contract. 2. Notwithstanding any other provision to the contrary, so far as the law permits, Pentair shall not be liable under this Contract, in contract, under any indemnity, tort (including negligence), by statute or otherwise for loss or damage (whether direct or