PAYMENT TERMS: Payment to Slipstream for capital equipment sales exceeding $3,950.00 USD are payable by making the following three (3) payments:
First Payment: Fifty percent (50%) of the Total Purchase Price to Slipstream, upon execution of an agreement, proposal or quotation, as a non-refundable deposit Second Payment: Thirty percent (30%) of the Total Purchase Price, to Slipstream, on the Completion Date; and Third Payment: Twenty percent (20%) of the Purchase Price to Slipstream, upon Customer Acceptance of the Equipment at the installation site
ADDITIONAL PAYMENT TERMS: Payment is due and payable as stated in the Agreement. Slipstream will invoice the Customer for each payment. Terms are Net 30. However, construction of the equipment and the start of the schedule will not commence until the First Payment is received by Slipstream. All payments must be made in U.S. dollars. Late payments are subject to a late charge calculated at the rate of one and one-half percent (1½%) per month on all outstanding unpaid amounts. Liability for sales, gross receipts, or equivalent taxes levied in connection with this Agreement will be the sole responsibility of and payable by Customer: however, such taxes may be added to the invoiced price and collected by Slipstream for payment to tax authorities.
CUSTOMER ACCEPTANCE: Customer shall not unreasonably withhold Acceptance beyond 45 days of Completion Date.
SHIPPING: Customer shall take possession of Equipment at Slipstream’s place of business in Albuquerque, NM on or within 10 days of Completion Date. Customer shall be responsible for all charges related to shipping to the installation site. If the installation site is not in New Mexico, then Customer represents and warrants that the X-300 will be first used outside New Mexico.
RIGHT TO RESELL: Slipstream equipment may be sold by the Customer to a third person not a party to this Proposal; provided such third person will be bound, together with the Customer, by all obligations of the Customer under this Proposal; Slipstream will have no obligation under this Proposal or to such third person; and Customer and such third person each will execute and deliver to Slipstream such document(s) as Slipstream reasonably may request from each to effect the sale. In any case, Customer represents and warrants to Slipstream that no part of the equipment will be shipped to an installation site on an Indian Reservation or exported beyond the boundaries of the United States without prior written approval from Slipstream.
USE OF INTELLECTUAL PROPERTY: Customer has the non-exclusive right to use intellectual property incorporated into Slipstream equipment, but no other rights, including (without limit) no right, unless specifically stated elsewhere within this agreement, to copy any incorporated intellectual property and no right to reverse engineer the equipment
NON-RETURNABLE/NON-CANCELLABLE: Slipstream's evaporation and crystallization equipment is specially fabricated by Slipstream for the Customer. Therefore, executed sales agreements may not be cancelled without prior written authorization from Slipstream Ecotech, Inc.
LIMITATION OF LIABILITY: Except to the extent provided with respect to the materials or workmanship limited warranty, in the event of a breach or default by Slipstream, Slipstream shall not be liable for losses, costs or other damages, however characterized, in excess of the difference between (i) the Purchase Price actually paid by the Customer, less (ii) the value of the equipment, the installation, the training and the services actually provided by Slipstream to or for the benefit of the Customer. In no event, shall Slipstream be liable for punitive, incidental or consequential damages.
CLAIMS AND LIMITATION PERIOD: Claims against Slipstream for breach or default of this Agreement, for problems with equipment, or under the materials and workmanship warranty, shall be written and made to Slipstream within sixty (60) days after the discovery of the facts allegedly justifying the claim. Any claim must specify the nature of the claim and detailed facts justifying it. Customer’s failure to make a claim to Slipstream in writing within the applicable time frame shall constitute an absolute waiver of such claim. An action on any claim must be commenced within one (1) year of initial start-up, or, in the case of an actions on any warranty claim, within sixty (60) days after the end of the 24-month warranty period, or the claim will be barred forever. Slipstream shall be afforded reasonable opportunities to inspect the equipment, the installation site, and the books and records of Customer related to the claim, and to effect a cure.
THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION: Customer agrees to indemnify, hold harmless and defend Slipstream and its directors, officers, agents and employees (or equivalents), from and against any and all of its and their respective claims, liabilities, losses, costs, expenses and other damages (collectively, “Damages”), including but not limited to attorneys’ fees, arising out of or related to Customer’s ownership, operation or use of the equipment, except that Customer will not be obligated to indemnify, hold harmless and defend any particular person to the extent of Damages caused by that person’s act or omission. Slipstream agrees to indemnify, hold harmless and defend Customer and its directors, officers, agents and employees (or equivalents), from and against any and all of its and their respective claims, liabilities, losses, costs, expenses and other damages (collectively, “Damages”), including but not limited to attorneys’ fees, arising at the time a representative of Slipstream is present at the Customer’s installation site and as a result of any act or omission of that representative at that time, except that Slipstream will not be obligated to indemnify, hold harmless and defend any particular person to the extent of Damages caused by that person’s act or omission.
DISPUTE RESOLUTION: Any dispute regarding this an executed agreement will be resolved by binding arbitration conducted in Albuquerque, New Mexico. Either Party may invoke this section by a first notice given to the other. The Parties then will attempt to jointly designate one arbitrator. If the Parties do not jointly designate an arbitrator within 15 calendar days of the first notice, then, upon a second notice from either Party to the other, each Party may designate, in writing, within 15 calendar days of the second notice, a commercial lawyer with at least 15 years’ recent experience with a start-up manufacturing entity. If only one Party designates such an individual, that individual will be the arbitrator. If each Party designates such an individual, the two designees will jointly designate a third, who will be the arbitrator. The arbitrator will follow, as nearly as possible, the rules of the American Arbitration Association and the substantive law of New Mexico (without regard to its conflict of law’s provisions). The Parties will split all cost paid or incurred hereunder, except that if each Party designates an individual pursuant to the fourth sentence, then each Party will bear the expenses of his, her or its own designee. The Parties consent to the jurisdiction of, and agree that if any legal action be brought having to do with this Proposal, that action will be commenced and prosecuted solely in, state or federal courts located in Bernalillo County, New Mexico. If customer is an Indian Nation or a foreign government, then customer hereby waives any claim or defense based in whole or in part on the concept of sovereign immunity, and acquiesces in the jurisdiction of state and federal courts located in Bernalillo County, New Mexico.
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