How to Contact Us Terms & Conditions of Sale Contract: Except for the terms of any written and executed distribution, supplier or reseller agreement between the Parties, this Invoice is the entire contract between Hayward Industries, Inc., 1415 Vantage Park Drive, Suite 400, Charlotte, NC 28203 (“Hayward”) and the Buyer named on the face of the Invoice (collectively the “ Parties”) with respect to the goods or materials purchased and any related services (collectively, “Goods”) and it supersedes any prior communications or agreements between the parties about the Goods. Any documents incorporated or referred to in this Invoice or in any releases or orders issued to Buyer hereunder are a part of this Invoice, except that any references to Buyer’s order or other form is for information only and Hayward rejects all terms and conditions proposed by Buyer therein. These Terms and Conditions (“Terms”) will apply to all sales by Hayward under this Invoice and any related releases unless modified or waived by any specific different terms stated on the face of the Invoice or release, regardless of any course of dealing or industry practice to the contrary. The terms of any written and executed distribution, supplier or reseller agreement between the Parties will con trol if and to the extent they conflict with terms set forth in this Invoice. Acceptance: Buyer’s written acknowledgement of this Invoice, acceptance of any Goods hereunder, or payment of the amount due by Buyer as indicated on the Invoice will constitute its acceptance of these Terms. Without Hayward’s written consent, no additional or different terms proposed by Buyer in its acknowledgement or otherwise will be ef fective to modify this Invoice and Buyer will be deemed to have accepted the Invoice without such modifications. Delivery of Goods: Delivery by Hayward to a carrier shall constitute delivery to Buyer. Even though Goods are shipped to the order of Hayward, Buyer assumes all responsibility for shortage, loss, delay, or damage in transit on issuance to Hayward by carrier of a bill of lading. Limited Warranty: To Buyer, as original purchaser of the Goods, Hayward warrants its products free from defects in materials and workmanship for a period of one (1) year from the date of purchase. Parts which fail or become defective during the warranty period, except as a result of freezing, negligence, improper installation, use or care, shall be repaired or replaced, at Hayward’s option, within ninety (90) days of the receipt of the defective product, barring unforeseen delays. To obtain warranty, replacements or repair, de fective components or parts should be returned, transportation paid, to the place of purchase, or the nearest authorized Hayward service center. No returns may be made directly to the factory without the express written authorization of Hayward. Pump housings/strainers which become defective during the warranty period, except as a result of freezing, negligence, improper installation, use or care, or as the result of a use in association with an automatic valving system, shall be repaired or replaced, at Hayward’s option, without charge. All other conditions and terms of the standard warranty apply. Hayward shall not be responsible for cartage, re moval and/or reinstallation labor or any other such costs in curred in obtaining warranty replacements. The foregoing warranty does not apply to compo nents manufactured by others. For such products, the warranty established by the respective manu facturer will apply. Disclaimer: NO OTHER EXPRESS WARRANTY HAS BEEN MADE OR WILL BE MADE ON BEHALF OF HAYWARD WITH RESPECT TO THE GOODS OR THE INSTALLATION, OPERATION, REPAIR OR REPLACEMENT OF THE GOODS. HAYWARD SHALL NOT BE RESPONSIBLE FOR DAMAGE, LOSS OF USE OF THE UNIT, INCONVENIENCE, LOSS OR DAMAGE TO PERSONAL PROPERTY, WHETHER DIRECT OR INDIRECT, AND WHETHER ARISING IN CONTRACT OR TORT. Some states do not allow the exclusion or limitation of incidental or consequen tial damages, so the above limitation or exclusion may not apply to Buyer. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state. Limitation on Implied Warranties. IMPLIED WAR RANTIES, INCLUDING ANY WARRANTY OF MER CHANTABILITY IMPOSED ON THE SALE OF THE GOODS UNDER STATE LAW, ARE LIMITED TO ONE YEAR DURATION FOR THE GOODS OR ANY PARTS. SOME STATES DO NOT ALLOW LIMITA TIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO BUYER. Limitations of Liability: Hayward’s liability and Buyer’s sole remedy, whether in contract, under any warranty, in tort (including negligence), in strict liability or otherwise, shall not exceed the return of the amount of the purchase price paid by Buyer, and under no circumstances shall Hay ward be liable for any special or consequential damages, including, but not limited to, personal injury, property damage, damage to or loss of equipment, lost profits or revenue, costs of renting replacements, and other additional expenses, even if the seller has been advised of the possibility of such damages. The price stated for the equipment is a consideration in limiting Hayward’s liability and Buyer’s remedy. Some states do not allow exclu sion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Buyer. Hayward will not be liable for any damages, losses, or expenses as a result of Buyer’s negligence, whether deemed active or pas sive and whether or not any such negligence is the sole cause of any such damage, loss, or expense. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from state to state. Sale On Credit: The goods shall be shipped by Hayward to Buyer on thirty (30) days credit. The credit period shall commence to run from the date of shipment. Delay in the transmission of this invoice from Hayward to Buyer, resulting from any cause arising after the dispatch of this invoice by Hayward to Buyer and over which Hayward has no control, shall not extend the period for payment. Buyer will furnish to seller any requested financial and credit information pertaining to the Buyer’s business enterprise for the establishment and/or continuation of a credit line. Failure to Pay Within 30 Days: If Buyer fails to pay the invoice amount within thirty (30) days of the date of shipment, Hayward may recover from Buyer: (i) interest at the rate of 1 1⁄2% per month (18% annual percentage rate) of the total amount outstanding, and (ii) any expenses and/or attorney’s fees incurred in connection with attempts to collect the outstanding balance. Fair Labor Standards Act: This is to certify that the merchandise listed in this invoice has been pro duced in accordance with the Fair Labor Standards Act of 1938, as amended. Indemnification: Buyer will defend and indemnify Hayward and its directors, employees, agents, cus tomers, end users, successors and assigns from and against all actual and alleged claims, liabili ties, suits, damages, losses and expenses (includ ing attorney’s fees and legal costs) arising from or caused, in whole or in part, by Buyer’s breach of any provision, term or condition of this Invoice. Binding Effect: This Invoice is binding on the parties and their respective directors, officers, employees, agents, subcontractors, successors and permitted assigns. Cumulative Remedies: Hayward’s remedies herein are cumulative and in addition to any other further remedies available to it at law or equity. No Waiver: Hayward’s failure to enforce any right provided herein or to which it is entitled at law or equity will not constitute a waiver of that right or of any other rights to which it is entitled. Governing Law: This Invoice will be interpreted and enforced under the laws of the State of New Jersey, USA (including, without limitation, the provisions of the Uniform Commercial Code as adopted by North Carolina), without recourse to the conflict of laws provision thereof. In no event will the pro visions of the U.N. Convention on the International Sale of Goods apply to this Invoice. The parties agree that any action or proceeding arising out of or in connection with this Invoice will be brought exclusively in a state or federal court in the State of North Carolina. Subject to Change: These Terms and Condition of Sale are subject to change at Hayward’s discretion. Ordering: To insure prompt and proper shipment, please order by catalog number and description. Hayward reserves the right to consider each order, or addition, as separate and subject separa tely to the terms and conditions as herein outlined. Pricing is subject to change for orders that cannot be delivered within sixty (60) calendar days of receipt of the order or because the requested shipment date exceeds sixty (60) calendar days. By submitting an order where delivery time extends beyond sixty (60) days the pur chaser acknowledges the possibility of a pricing change or limita tions in the ability to deliver the goods in a timely fashion. Hayward will accept orders for extended timeframes with this understanding in place. Orders impacted by such changes are eligible for cancel lation so long as the order is not in the process of shipping. Hayward also reserves the right to implement a price increase for all orders placed but not yet shipped to account for rising costs including but not limited to costs associated with commodities, ocean freight, and labor. Orders impacted by such a price increase are eligible for cancellation so long as the order is not in the pro cess of shipping. Hayward will advise of the above pricing changes at least sixty (60) days in advance. Hayward’s Buyer’s Guide and Parts Price List and other Price Lists may be amended from time to time on thirty (30) days notice. Carton Quantity: Most products are individually boxed or bagged. Smaller products are normally individually boxed or bagged and packaged in a master carton (Ctn. Qty.). Broken Master Carton Upcharge–Whole Goods: A charge of 25% of the net price of the individual item will be applied for broken master cartons of whole goods only. Returns: All returns are subject to our written approval, and must be accompanied by a “RETURN GOODS AUTHORIZATION” form obtained from Hayward, prior to shipment. Unauthorized returns will NOT be accepted. Freight must be prepaid. Material returned for credit, if in original condition and resaleable, is subject to a 20% handling charge and adjustment of prorated original outbound freight. Upon inspection by Hayward, material returned that is not in original condition and resaleable will be returned to Buyer at the Buyers cost. Taxes: Any Federal or State Excise or Sales Tax for which we may be liable on any sale will be charged to and paid by the buyer. Buyer is responsible for furnishing resale certificate. Minimum Billing Charges: Finished Goods $200. Parts $100. Finished goods and parts must be on separate orders and may not be combined. Parts are usually items with an “X” in the prefix number. Minimums are subject to change without notice. Hayward Pool Products Hayward Commercial Aquatics Paramount, a Hayward Company Hayward Canada 1415 Vantage Park Drive Suite 400 Charlotte, NC 28203 USA 704.837.8002 hayward.com 1 Hayward Industrial Drive Clemmons, NC 27012 USA 336.712.9900 61 Whitecap Drive North Kingstown, RI 02852 USA 401.583.1100 2935 Sidco Drive Nashville, TN 37204 USA 615.255.3111 10101 Molecular Drive Suite 200 Rockville, MD 20850 USA 301.838.4001 8175 W. Buckeye Road Phoenix AZ 85043 USA 480.893.7607 1paramount.com 2880 Plymouth Drive Oakville, Ontario CANADA, L6H 5R4 905.829.2880 haywardpool.ca
