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About Us

Wm. H. Reilly & Company is a leading provider of processes, process equipment, piping, valves, controls and components for Water Treatment, Wastewater Treatment, and Water Reuse and Collection Systems in the Pacific Northwest, and Alaska.

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Where to Find Us

(503) 223-6197
whrco@whreilly.com
Terms and Conditions

Wm. H. Reilly & Co. TERMS AND CONDITIONS of Sale

1. ACCEPTANCE. This proposal is submitted to Purchaser subject to the terms and conditions hereinafter set forth. There are no agreements or representations, verbal or otherwise, outside of this proposal. Upon the acceptance hereof by Purchaser by signing the acceptance copy of this proposal and returning the same to Seller and upon execution of this proposal by an authorized representative of Seller, this proposal shall become a binding contract. In the event that Purchaser submits its own Purchase Order in lieu of accepting this proposal, no contract shall be formed until Seller shall submit to Purchaser Seller's acknowledgement in which event a contract shall thereupon become effective subject to the terms and conditions of said acknowledgement.

2. DELIVERY. Unless otherwise specified, delivery shall be FOB Factory. Any delivery date set forth in this proposal is approximate. Seller recognizes the desirability of making delivery promptly. However, Seller shall not be responsible for any loss or damage resulting from any delay in delivering or failure to deliver the equipment (as used herein “equipment” refers to all equipment, materials, accessories and/or parts which Seller proposes to sell hereunder) where such delay or failure is caused by fire. flood, natural causes, labor trouble (including strikes, slowdowns and lockouts), war, Government regulations, riots, civil disorders, interruption of or delay in transportation, power failure, inability to obtain materials and supplies, accidents, acts of God, or any other cause beyond Seller's control.

3. TAXES. Prices specified herein do not include any Federal, State or Municipal sales use, excise or other taxes. Therefore, in addition to the prices specified herein, the amount of any such sales, use ore other taxes applicable to the sale of the equipment shall be paid by Purchaser or in lieu thereof Purchaser shall furnish Seller with taxexemption certificates acceptable to said taxing authorities.

4. WARRANTY. New equipment manufactured by Seller is warranted to be free from defects in material and workmanship under normal use and services for a period of one year from date of shipment; Seller's obligation under this warranty being limited to repairing or replacing at its option any part found to its satisfaction to be so defective provided that such part is, upon request, returned to Seller's factory from which it was shipped, transportation prepaid. This warranty does not cover parts damaged by decomposition from chemical action or wear caused by abrasive materials, nor does it cover damage resulting from misuse, accident or neglect, or from improper operation, maintenance, installation, modification or adjustment. This warranty does not cover parts repaired outside Seller's factory without prior written approval. Seller makes no warranty as to starting equipment, electrical apparatus or other material not of its manufacture, since the same are usually covered by warranties of the respective manufacturers thereof.

In the event, notwithstanding the terms of this agreement, it is determined by a court of competent jurisdiction that an express warranty has been given by Seller to Purchaser with respect to the speed, capacity or other like performance characteristics of said equipment, Seller's liability for breach of the same be limited to accepting return of such equipment FOB plant of manufacture, refunding any amounts paid thereon by Purchaser (less depreciation at the rate of 15% per year if Purchaser has used said equipment for more than 30 days) and canceling any balance still owing on the equipment.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED AND SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. CANCELLATION. When this proposal becomes a binding contract as hereinabove provided, the Purchaser may cancel the same at any time prior to shipment, but only upon payment to Seller of reasonable cancellation charges, which shall include expenses already incurred, the cost to Seller of canceling it and Seller's anticipated profit.

6. COMPLIANCE WITH LAWS. Purchaser shall be solely responsible for securing any necessary permits under and for compliance with all safety, health and sanitation laws, ordinances and regulations in connection with the installation and operation of the equipment. Purchaser agrees to provide Seller, upon request with evidence of the securing of any such permits and of compliance with any such laws, ordinances and regulations, although Seller may rely exclusively on Purchaser's representations, hereby made, that it shall secure such permits and comply with such laws, ordinances and regulations.

7. INDEMNIFICATION. It is understood that Seller has relied upon data furnished by and on behalf of Purchaser with respect to the safety aspects of the equipment and that it is Purchaser's responsibility to assure that the equipment will, when installed and put in use, be in compliance with safety requirements fixed by law and otherwise legally adequate to safeguard against injuries or damage to persons or property. Purchaser hereby agrees to defend, indemnify and hold harmless Seller, its agents and employees against any and all losses, costs, damages, claims, liabilities or expenses, including but not limited to reasonable attorneys' fees, arising out of or resulting from any injury or damage to any person or property caused by the inadequacy of safety features, devices or characteristics in the equipment or in the installation, use or operation of the same, except claims for repair or replacement of defective parts as provided in Paragraph 4 hereof.

8. PATENT INFRINGEMENT. Seller, at its own expense, shall defend any suit brought against Purchaser on the ground that use of the equipment for the purpose for which sold hereunder, infringes any United States Letters Patent existing on the date of submission hereof, and shall pay the amount of any judgment that may be awarded against Purchaser in any such suit, provided and upon condition that Purchaser shall have made all payments due for the equipment and shall (a) promptly deliver to Seller all infringement notices and other papers received by or served upon Purchaser, (b) permit Seller to take complete charge if the defense of such suit (and to settle the same if this be deemed advisable by Seller), and (c) assist in every reasonable way in the conduct of such defense.

In the event that Purchaser shall be enjoined by any court of competent jurisdiction from using the equipment for the purpose for which sold hereunder on the ground that such use infringes any United States Letters Patent existing on the date of submission hereof, or if it is at any time established to Seller's satisfaction, upon due investigation, that the equipment infringes such United States Patent, Seller, at its option may either (1) procure for Purchaser a license to continue using the equipment, (2) modify the equipment so as to make it non-infringing without seriously impairing its performance, (3) replace the equipment with equipment that is substantially equal non-infringing, or to a method or process. (4) remove the equipment from point of installation, in which event Seller shall refund to Purchaser or owner the purchase price less depreciation at the rate of 15% per year.

The foregoing sets forth Seller's entire liability to Purchaser for patent infringement based on the possession and use of the equipment by Purchaser, it being understood and agreed that the aforesaid obligations of Seller do not extend to, and are not applicable in the case of, any patent infringement claims directed to a method or process.

9. PRICES AND PAYMENT. This proposal is valid for a period of 30 days from the date hereof. Should this proposal become a binding contract as hereinabove provided, the prices set forth herein are firm for 12 months from the date this proposal becomes a binding contract, providing drawings are returned approved within 30 days after issuance. If shipment is, for any reason, deferred beyond 12 months from the date this proposal becomes a binding contract, the prices set forth herein are subject to escalation of two percent (2%) per month from the expiration of the aforesaid 12-month period to the date of shipment.

10. TITLE. Title to equipment specified herein, and to any and all additions and accessories thereto and substitutions thereto, shall remain in Seller until the purchase price thereof is paid in full.

11. RISK OF LOSS. The risk of loss of or damage to the equipment is on Purchaser from and after delivery to Purchaser or to carrier for shipment to Purchaser.

12. DISCLAIMER OF CONSEQUENTIAL DAMAGES, LIQUIDATED DAMAGES OR PENALTIES. SELLER SHALL NOT BE LIABLE FOR CONSEQU NTIAL DAMAGES. CONSEQUENTIAL DAMAGES FOR THE PURPOSES OF THIS AGREEMENT SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF USE, INCOME OR PROFIT, OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING, BUT WITHOUT LIMITATION, PRODUCTS MANUFACTURED, PROCESSED OR TRANSPORTED BY THE USE OF THE EQUIPMENT) OCCASIONED BY OR ARISING OUT OF THE OPERATION USE, INSTALLATION, REPAIR OR REPLACEMENT OF THE EQUIPMENT OR OTHERWISE. Seller shall not be liable for any penalty or liquidated damages based upon or relating to failure or inability to ship within a specified time.