Click on the following for Balon Corporation's Terms and Conditions of Purchase.

Balon reserves the right to change these Terms and Conditions from time to time.

Order Acceptance: Any written or oral purchase order received from Buyer by Balon Corporation (“Balon” or “Seller”) shall be construed as a written acceptance of Balon’s offer to sell in accordance with these Terms and Conditions of sale. Balon’s acceptance of Buyer’s order is expressly conditioned on Buyer’s agreement to these Terms and Conditions. The terms and conditions of Balon’s proposal and acknowledgment (if any), including without limitation the terms and conditions set forth below, shall prevail over any conflicting or different terms in Buyer’s order. Buyer’s terms of purchase will not be considered a counteroffer. All terms and conditions proposed by Buyer which are different from or in addition to these Terms and Conditions are expressly rejected by Balon and shall not become a part of Buyer’s order. Balon’s Terms and Conditions shall control the transaction.

Quotations, Prices and Discounts: Balon’s quotations do not constitute an offer to sell. Buyer’s order constitutes an offer to purchase in accordance with these Terms and Conditions. All quotations are subject to confirmation by Balon after receipt of Buyer’s order. Oral or written statements, including quotations, regarding product availability or the time from receipt of order to shipment are estimates and subject to prior sale. Unless specifically stated otherwise on the quotation, prices quoted are subject to change without notice. Absent a valid quotation or written agreement between Balon and Buyer, the price in effect at the time of shipment, including any escalation formula, will apply to all sales. Unless otherwise expressly stated in writing, Balon communicates all prices in U.S. Dollars for shipment Ex Works at Balon’s plant in Oklahoma City (as defined in Incoterms 2020 issued by the International Chamber of Commerce) at Buyer’s expense. Unless expressly stated otherwise, quotations do not include any material certifications or documents related to traceability. Any such documents must be requested at the time of order. All published prices and discounts are subject to change without notice. While Balon Corporation strives to provide accurate product and pricing information, pricing or typographical errors may occur. In the event that Balon communicates incorrect price or incorrect information for an item Balon in its sole discretion may refuse or cancel any orders placed for that item.

Invoice Terms: Payment for all materials, products, and services at the full Invoice stated net price must be received in hand, in good funds at Balon Corporation during normal business hours within thirty (30) calendar days from the date of Invoice (the “Due Date”). The amount of each Invoice for which Balon has not received payment in hand, in good funds at Balon Corporation during normal business hours by the Due Date, shall be subject to the maximum legal interest rate per annum, or such lesser rate as Balon may determine in its sole discretion, computed daily commencing on the Due Date and continuing until Balon has received in hand, in good funds all amounts due in connection with such Invoice, including without limitation all interest accrued thereon. Balon reserves the right to impose a minimum billing charge on all sales, change orders or order supplements.

Taxes, Duties and Exports: Any tax or other charge imposed by law on the sale or production of goods or the performance of services shall be paid by the Buyer, unless the law specifically provides that such payment must be made by Balon, in which case Buyer shall reimburse Balon for such payment as part of the purchase price. Custom duties, consular fees, insurance charges, and other comparable charges will be borne solely by Buyer. Consular fees for legalizing invoices, stamping bills of lading, or other documents required by the laws of any country or destination are not included in quotations or selling prices. Balon assumes no responsibility for any fines or other charges imposed due to errors or incorrect declarations.

Literature: Published information such as catalogs, brochures, or other literature is subject to change without notice.

Freight Allowance, Transfer of Title, Risk of Loss, Allowances, and Claims: All shipments are Ex Works at Balon’s plant in Oklahoma City, Oklahoma (as defined in Incoterms 2020 issued by the International Chamber of Commerce), provided Balon will load shipments to the selected carrier or shipper at Balon’s plant. Title and risk of loss to all goods transfer to Buyer upon Balon’s tender of such goods to the carrier or shipper, regardless of who pays shipping or transportation costs. Balon will allow freight charges via least expensive way (determined by Balon in its sole discretion) for shipment to one destination within the continental United States (excluding Alaska and Hawaii) or Canada on orders with either (1) a minimum product weight of 2,000 pounds or more or (2) an aggregate net price of $20,000 or more for product and excluding any tax or other charges. Buyer may request a different method or carrier than that chosen by Balon, at Buyer’s expense on a collect or prepaid basis. To qualify for freight allowance, the quantity of each line item on the order must be in whole multiples of Balon’s standard carton quantities. When an order includes items with different delivery lead times, Balon will schedule the order to ship complete on a date that corresponds to the item with the longest lead time. If customer requests items to ship sooner, Balon will place those items on a separate order and determine the freight allowance based on the product weight and net invoice amount of each shipment. Balon will not combine the weights or net invoice amounts of multiple shipments to determine freight allowance. However, if one shipment independently qualifies for freight allowance, Balon will allow freight on all other shipments to the same destination, on the same day, via the same carrier. Unless requested in writing by the Buyer and acknowledged in writing by Balon, Balon will not insure shipments against damage or loss in transit. If agreed by Balon in writing, Balon will use reasonable efforts to place insurance at Buyer’s expense as nearly as possible in accordance with Buyer’s written instructions. In such case Balon acts only as agent between the insurance company and the Buyer, Balon is not liable for deviations or discrepancies between Buyer’s written instructions and any insurance provided by or on behalf of the carrier, and Balon assumes no liability whatsoever. Any claims for shipping loss, breakage, or damage (obvious or concealed) are Buyer’s responsibility and must be made directly to the carrier or insurer, as applicable. Buyer must submit all claims for shortages to Balon in writing within thirty (30) days from receipt of shipment and must include a copy of the packing list for the applicable shipment.

Shipping Schedules: Shipping schedules are given as accurately as conditions permit and effort will be made to make shipments as scheduled. Balon will not be responsible for any deviations in meeting shipping schedules nor for any losses or damages (including but not limited to any consequential, exemplary, indirect, incidental, punitive, or special damages) incurred or suffered by Buyer or any third party arising out of or in connection with any deviations in the scheduled shipping of Buyer’s Order. Balon shall have additional time within which to perform as may be reasonably necessary under the circumstances and shall have the right to apportion its production among its customers in such a manner as Balon deems equitable in its sole discretion.

Cancellation: Orders which have been accepted and entered by Balon shall not be subject to cancellation except by permission of and on the terms prescribed by Balon Corporation, which may include cancellation or restocking charges.

Return Policy: Products may not be returned without prior authorization from Balon. Buyer may request authorization to return eligible product to Balon within one (1) year after the date of such Buyer’s original purchase from Balon. A product is not eligible for return unless it (1) has been properly stored and not previously sold by Buyer, (2) is unused, (3) is of Balon’s current manufacturing design, (4) is in new condition suitable for immediate resale as determined by Balon in its sole discretion, (5) is not designated by Balon as a special or build-to-order item, and (6) was purchased by Buyer directly from Balon. Balon generally schedules product returns on a first-come, first-served basis at a rate that allows Balon sufficient time to process each return. Costs and expenses of returning product to Balon, including freight, are the sole responsibility of Buyer. Unused products of current manufacturing design may be returned only upon issuance of a written Return Authorization Form by Balon’s Oklahoma City office. Credit will be issued only on products which are received by Balon within one (1) year after the date of original purchase and returned by prepaid freight at Buyer’s expense together with a copy of Balon’s Return Authorization Form and documents which verify the original purchase order number and original invoice number. Any credit will be reduced by any cost incurred by Balon in restoring products to saleable condition. Credit may be used only for the purchase of merchandise and is not subject to cash reimbursement or cash payment. All returns are final.

Limited Warranty: Balon warrants its products against defects in material and workmanship for one (1) year from the original date of shipment. Buyer has one (1) year from the original date of shipment to notify Balon, in writing, of any alleged defect in or non-conformance of any product. Upon Balon’s request, Buyer shall return the product F.O.B. to Balon’s designated plant or service location at Buyer’s sole cost and expense. Balon shall have no liability for removal or reinstallation of products. If, in Balon’s sole judgment, the product does not conform or is found to be defective in material or workmanship, then Balon, at its sole option, shall either repair the product, replace the product, or repay to Buyer the full price paid by Buyer for such product, without interest. If any stipulated remedy shall fail in its essential purpose, Balon shall refund the purchase price of such product, without interest, as the sole and exclusive remedy for any and all claims whether in contract, strict liability, tort, or otherwise. Any modification of the product will void any remaining warranty.

THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. IN NO EVENT SHALL BALON BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT(S) ALLEGED TO BE DEFECTIVE, INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF ANTICIPATED PROFITS, LOSS OF USE OF EQUIPMENT, OR OF ANY INSTALLATION, SYSTEM, OR FACILITY INTO OR AT WHICH BALON’S PRODUCT(S) MAY BE USED OR INSTALLED. PROVIDED, HOWEVER, BALON SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE IF THE PRODUCT IS: USED IN A SERVICE OR UNDER CONDITIONS FOR WHICH IT WAS NOT MANUFACTURED; SUBJECTED TO PRESSURE IN EXCESS OF THE MAXIMUM OPERATING PRESSURE FOR SUCH PRODUCT AS DETERMINED BY BALON IN ITS SOLE DISCRETION; TAMPERED WITH OR ALTERED BY ANYONE OTHER THAN AN AUTHORIZED REPRESENTATIVE OF BALON; OR NOT MAINTAINED IN STRICT ACCORDANCE WITH BALON’S RECOMMENDED MAINTENANCE PROCEDURES.

This Limited Warranty may only be altered, amended, expanded, modified, rescinded, or terminated in writing signed by an authorized officer of Balon at its office in Oklahoma City, Oklahoma that expressly states as its purpose to amend, modify, or rescind this Limited Warranty in whole or in part.

Not Intended for Nuclear Use: The products sold hereunder are not designed or manufactured for use in or with any atomic installation or activity.

Design Changes: Balon, in its sole discretion, shall have the right to manufacture the products provided hereunder as far in advance of its estimated shipping schedule as it deems appropriate. Balon expressly reserves the right to change or modify the design and construction of any product in the course of its manufacturing process without incurring any obligation or liability to furnish or install such changes, modifications, or improvements to products previously or subsequently sold. Balon will fill accepted orders that refer to any edition of CSA Z245.15 with product that meets CSA Z245.15-17. Balon expressly rejects the designation of any different revision of this standard and also expressly rejects all references to optional or supplemental requirements. Buyer agrees the elastomeric materials listed in BER-007, a copy of which is available on request, are resistant to rapid gas decompression and satisfy the requirements API Specification 6D.

Indemnification: Buyer agrees to hold Balon and its affiliates and their respective agents, directors, employees, officers, and shareholders harmless from any and all attorneys’ fees, claims, damages, expert witness fees, fines, litigation costs, losses, and remediation expenses to real or personal property, arising in whole or in part from the discharge, escape, loss, or spill of hydrocarbons, hazardous waste, or other pollutants, regardless of whether such discharge, escape, loss, or spill either results from or arises out of the negligence or sole negligence of Balon, its affiliates or their respective agents, directors, employees, officers, and shareholders or results from or arises out of any defect in the design or manufacture of Balon’s products or results from or arises out of a failure by Balon to warn against any foreseeable danger. Buyer acknowledges and agrees that this indemnity shall apply both to property owned or controlled by Buyer and property owned or controlled by any third party.

Modification, Rescission and Waiver: Balon’s Terms and Conditions of Sale herein may only be amended, modified, or rescinded by a written instrument signed by an authorized officer of Balon at its office in Oklahoma City, Oklahoma that expressly states as its purpose to amend, modify or rescind these Terms and Conditions of Sale in whole or in part. Failure by Balon to insist in any one or more instances upon the performance of any of these Terms and Conditions of Sale or the failure of Balon to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such term, condition, or right hereunder and shall not affect Balon’s right to insist upon strict performance and compliance with regard to any unexecuted portions of this contract or future performance of these terms and conditions. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

Choice of Law, Forum and Venue: These Terms and Conditions of Sale shall for all purposes be governed by and interpreted and enforced in accordance with the laws of the State of Oklahoma, without reference to or application of any conflict of laws provision which would direct the application of the law of any other jurisdiction. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. Except for the definition of “Ex Works” used above, no provisions of Incoterms 2020 are incorporated into these Terms and Conditions. Buyer agrees (i) not to file or institute any action, lawsuit or proceeding asserting any claim, defense, offset, or right against Balon or any of its affiliates or any of their respective agents, directors, employees, officers, or shareholders that relates in any way to any product sold or service supplied by Balon or to these Terms and Conditions of Sale (an “Action”) before any court, tribunal forum or venue other than the state or federal district courts located within Oklahoma County, Oklahoma (collectively, the “Oklahoma Courts”) and (ii) to submit, without objection, in any Action to the in personam jurisdiction of the Oklahoma Courts.

Updated November 14, 2022