TERMS OF PURCHASE
LIMITED WARRANTY
All products sold are warranted by Baro (only to Buyer's for resale or for use in business or original equipment manufacture), against defects in workmanship or materials under normal use for one year from the date of shipment by Baro to the Buyer, unless otherwise stated. Provided, however, that in no event are any Baro products warranted against failure due to normal wear, misapplication, improper installation, incompatibility with other equipment not furnished by Baro, decomposition by chemical action, wear caused by the presence of abrasive materials, misuse, abuse, or modifications not in compliance with this agreement. Any part which is determined by Baro to be defective in material or workmanship and returned to Baro or authorized service location, as Baro designates, shipping costs prepaid, will be, as the exclusive remedy, repaired or replaced, at Baro's option. All decisions as to the cause of failure of any part are within the sole determination of Baro.
WARRANTY DISCLAIMER
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY BARO. BARO DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION.
LIMITATION OF LIABILITY
ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED.
PROMPT DISPOSITION
Baro will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective within warranty period. Before returning any product, write or call Baro, giving date and number of original invoice, and describing defect. Any return will require obtaining a RMA number from Baro. Title and risk of loss pass to Buyer on delivery to the common carrier.
PRODUCT SUITABILITY
Many states and localities have codes and regulations governing sales, construction, installation and/or use of products for certain purposes, which may vary from those in neighboring areas. While Baro attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, and be sure that the product, installation and use will comply with them.
NO WARRANTIES TO CONSUMERS
Baro makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.
MANUFACTURERS' WARRANTIES
Most of the products supplied to Baro are warranted to the final consumer by their manufacturer; copies of such warranties are supplied with the product or are available from the manufacturer.
ADDITIONAL TERMS
DELIVERY
Baro shall make every reasonable effort to timely ship orders in compliance with delivery dates requested by the Buyer at the time of purchase. However, situations may arise which may cause delays in the delivery schedule. Therefore, unless explicitly provided in a written agreement between Baro and the Buyer, precise delivery dates are NOT material to the agreement and Baro assumes no liability for failure to ship ordered products by a Buyer’s desired or required shipping date.
FORCE MAJEURE
Baro shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, or any other circumstances or causes beyond the control of Baro in the conduct of its business.
CANCELLATION
Any cancellation must be approved by Baro, and may be subject to restocking and other charges that may be established by Baro.
SECURITY INTEREST
On any sales on open account, Buyer hereby grants to Baro a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Baro. Buyer agrees to file any financing statements or other appropriate document with its governmental authorities to assure the validity, priority and enforceability of the lien. Buyer agrees to inform Baro immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
ASSIGNMENT
Buyer shall not assign any order or any interest therein without the written consent of Baro. Any actual or attempted assignment without Baro's prior written consent shall entitle Baro to cancel such order upon notice to Buyer without liability to Baro.
MODIFICATION OF TERMS
Baro's acceptance of any order is subject to Buyer's assent to all of the terms and conditions set forth in Baro's acknowledgment, and Buyer's assent to these terms and conditions shall be presumed from Buyer's receipt of Baro's acknowledgment, or from Buyer's acceptance of all or any part of the goods or services ordered. All other contrary terms and conditions are expressly rejected, and no addition or modification of terms and conditions shall be binding upon Baro unless agreed to by Baro in writing.
TRADEMARKS AND COPYRIGHTS
Buyer acknowledges that it has no right, title or interest in the trademarks or copyrights in the products, and Buyer covenants that it will take no action to register or otherwise interfere with such rights.
GOVERNING LAW; JURISDICTION; LIMITATIONS
The terms and conditions of this agreement shall be construed, interpreted and performed exclusively according to the laws, excluding conflict of law rules, of the State of Texas, USA. The courts of such state shall have exclusive jurisdiction out of all controversies arising out of or in connection with this agreement. The parties consent that process may be served upon them in any such action by registered mail at the address stated for Buyer on its purchase order, and upon Baro at Houston, Texas, or personally within or without the State of Texas. Any legal action with respect to any agreement must be commenced within one year after the cause of action has accrued. The provisions of the Uniform Commercial Code as adopted by the State of Texas, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.
COMPLETE AGREEMENT
The terms and conditions in Baro's Web Site Terms of Use and Terms of Purchase, forms, acknowledgments, quotations, invoices and catalog sales terms and conditions are incorporated herein by reference and constitute the entire and exclusive agreement between Buyer and Baro.
SEPARABILITY
If any provision of these Terms of Purchase shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms of purchase:
ORDERS SHIPPED WITHIN THE UNITED STATES
SALES TAX
Baro is required to charge state and local tax on items for which sales tax exemption certification has not been provided. When ordering please indicate clearly which items are tax exempt.
PAYMENT TERMS
For Buyers with pre-established credit, terms are net 30 days from date of shipment. Payment by pre-established credit is subject to review and approval by Baro. If credit is not established, payment must be included with order or purchase. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars.
CREDIT BALANCE
Buyer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND BARO SHALL HAVE NO FURTHER LIABILITY.
FREIGHT POLICY
All shipments are F.O.B. Baro’s Houston, Texas location unless otherwise specified. Title and risk of loss pass to Buyer upon delivery to the common carrier. If product was damaged in transit, recipient must file claim with carrier.
ORDERS SHIPPED OUTSIDE OF THE UNITED STATES
EXPORT SALES TERMS AND CONDITIONS
ORDER ACCEPTANCE
It is acknowledged that no order shall be deemed accepted unless and until it is verified and accepted by Baro in a continental United States facility. Buyer further consents that submission of its order shall subject Buyer to the jurisdiction of the courts of the United States and the state of acceptance.
SALES TAX
Baro is required to charge national, state and local sales tax on all purchased items for which an U.S. Buyer sales tax exemption certification is not on file.
PAYMENT TERMS
Unless otherwise agreed, all export sales are made on condition that Buyer make payment by cash in advance at the time of order, that Buyer open an irrevocable letter of credit on a U.S. Bank in favor of Baro prior to shipment payable by sight draft drawn against such letter of credit, or that Buyer establish satisfactory credit with Baro prior to shipment. At Baro's option, export orders may be subject to special export payment terms and quotations. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars, and Baro shall have the right to set-off and deduction for all sums owed.
CREDIT BALANCE
Buyer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND BARO SHALL HAVE NO FURTHER LIABILITY.
FREIGHT POLICY
Unless varied herein, shipping terms are FCA (as defined by International Chamber of Commerce Terms) closest U.S. airport or port of exit from Baro shipping warehouse, using local shipping point and routing of Baro's choice. Unless otherwise noted, shipments are freight collect from Baro. Buyer shall be responsible for obtaining insurance. At Baro's option, freight policy for export orders may be subject to special terms and conditions. If any item is backordered on an order qualifying for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss shall pass to Buyer on delivery to the common carrier or vessel in the United States. If product is damaged in transit, Buyer must file claim exclusively with carrier, vessel and/or insurance company.
COUNTRY OF IMPORTATION
Buyer represents that it is purchasing the products for the purpose of exporting them from the United States and importing them to the country specified in Buyer's purchase order. Buyer agrees that the products will be shipped to that destination in compliance with the laws of such country, and that there will be no re-export or diversion. If requested by Baro, Buyer shall provide documentation satisfactory to Baro verifying delivery at the designated port of entry.
EXPORT AND IMPORT LICENSES; PERMITS AND FREIGHT FORWARDER
Notwithstanding anything contained herein and unless expressly agreed, Buyer shall be responsible for obtaining and paying for any permits, licenses, or other governmental authorization(s) necessary for the exportation or importation of the products into the designated country of importation, and it shall comply with all laws and regulations thereof. Buyer shall select and pay the freight forwarder who shall solely be the Buyer's agent. The freight forwarder's actions shall not be deemed authorized by, or binding upon Baro, unless expressly agreed to by Baro.
FOREIGN CORRUPT PRACTICES ACT
Buyer acknowledges that it is not the agent of Baro and represents and warrants that it has not and covenants that it will not pay anything of value to any government employee in connection with the resale of the products.
DISPUTE RESOLUTION
Actions by Baro for nonpayment by the Buyer of the purchase price of products sold by Baro, or for redress of other breaches by the Buyer of the Terms and Conditions of Sale, may be brought by Baro, at its option, before any judicial court of competent jurisdiction. At Baro's option, disputes between the Buyer and Baro, including all claims for non-performance by Baro, shall be finally settled by arbitration in Harris County, Texas, USA under the Rules of the American Arbitration Association, which Rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules by one or more arbitrators appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the internal laws (except conflict of law rules) of the State of Texas, USA.
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Terms and Conditions 
