General terms and conditions

Terms and Conditions of Sale

1. General Terms

HYDAC:  For all purposes hereof, “HYDAC” shall mean, collectively, HYDAC CORP., and HYDAC TECHNOLOGY CORP., both Pennsylvania corporations.

Buyer: For all purposes hereof, “Buyer” shall mean the direct purchaser of the Goods.

Goods: These TERMS AND CONDITIONS OF SALE (“Sale Terms”) shall apply to any and all sales of goods (“Goods”) by HYDAC.

Payment Terms: All payments shall be due and payable within thirty (30) days of the invoice date.  Any amounts payable to HYDAC hereunder, which are not paid within thirty (30) days of the invoice date shall thereafter bear interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less.  Interest on overdue amounts shall be calculated from the original payment due date.

Delivery And Packing: All delivery dates are approximate and are subject to change and extension as HYDAC shall deem necessary and all Goods shall be packaged as separately agreed to by the parties.

Ex-Works: Except as otherwise agreed, delivery of all Goods shall be “Ex-Works” at HYDAC’s designated facility.  Buyer shall be solely responsible for all transportation costs, insurance, and risk of loss.

Routing: Each purchase order shall specify Buyer’s preferred routing.  Buyer will be solely responsible for all freight charges.  Buyer will pay all freight charges in accordance with the terms of Buyer’s designated freight carrier, including without limitation, any advance payments required by Buyer’s designated freight carrier.

Returned Goods (Warranty Claim): See Section 2 of these Sale Terms for the return of Goods resulting from a warranty claim.

Cancellations: Buyer shall not be permitted to cancel any purchase orders submitted to HYDAC except as follows: (1) HYDAC, in its sole discretion, provides prior written approval of the cancellation to Buyer; and (2) Buyer pays a cancellation charge of at least 25% of the original purchase price of the canceled Goods (as determined by HYDAC, in its sole discretion).

Warranty and Liability: Please refer to the “HYDAC Limited Warranty and Limitation of Liability” and the “HYDAC Intellectual Property Terms and Conditions”, respectively Section 2 and Section 3 of these Sales Terms.

Limitation of Actions: Any action for any loss or damage with respect to the Goods or services covered hereunder must be commenced by Buyer within one year after Buyer’s cause of action has accrued.

Material Costs: If raw material costs increase by more than ten percent (10%), HYDAC reserves the right to deliver notice of such cost increase to Buyer and to renegotiate the product sales prices within a thirty (30) day period from the date of such notice; provided that in the event that HYDAC and Buyer do not agree on the renegotiated sales price within such thirty (30) day period, HYDAC shall have the right to cancel the applicable purchase order(s) and be released from any and all obligations and liabilities under such purchase order(s), including without limitation any obligation to manufacture, deliver and supply the Goods referenced therein, without penalty, payment, premium or other obligation or liability of any kind.

Taxes: HYDAC’s prices for the Goods do not include any sales, use, excise, or any other taxes, or any other charges imposed by federal, state, local or foreign governments on the manufacture, sale, shipment, import, export or use of the Goods or service (other than income taxes) all of which shall be paid by Buyer unless Buyer provides to HYDAC a tax-exemption certificate acceptable to the relevant taxing authorities.  Buyer shall defend, indemnify, and hold HYDAC harmless from and against all liabilities for such taxes or charges and all attorney’s fees or costs incurred by HYDAC in connection therewith.

2. HYDAC Limited Warranty and Limitation of Liability

For the limited purpose of this Limited Warranty and Limitation of Liability, HYDAC CORP., and HYDAC TECHNOLOGY CORP., both Pennsylvania corporations, are hereinafter referred to collectively as “HYDAC”. However, HYDAC CORP. and HYDAC TECHNOLOGY CORP. provide this Limited Warranty and Limitation of Liability in their individual capacity, on their own behalf and separate from the other corporation. Each corporation is solely responsible for its products and warranty, and any other obligation pursuant to any agreement or otherwise. HYDAC CORP. or HYDAC TECHNOLOGY CORP. will not be responsible for the obligations of the other company.

For purposes hereof, “Warranty Period” shall mean:  the shorter of:  (a) eighteen (18) months from the date of HYDAC’s shipment of the Goods to the  Buyer or (b) twelve (12) months from the date the product is first placed in operation ; provided that with respect to repairs made by HYDAC to Goods or any replacement Goods provided by HYDAC pursuant to the limited warranty set forth herein, the Warranty Period shall be the longer of:  (i) any remaining portion of the original Warranty Period applicable to such Goods as set forth above or (ii) three (3) months from the repair date or replacement date.

HYDAC warrants that the Goods shall be free from defects in material and workmanship, under normal use and service, during the Warranty Period.

HYDAC will, at its option, refund the purchase price, repair or replace any product, which under normal conditions proves to be defective in material or workmanship during the Warranty Period.  No charge will be made for parts or for labor provided by HYDAC with respect to defects covered by this warranty. However, this warranty does not cover any costs, expenses or damages related to the removal and reinstallation of any Goods, whether or not proven defective.

To obtain protection under this warranty, Buyer must provide HYDAC with immediate written notice of the alleged defect in the Goods along with the purchase receipt or other proof that the Goods are within the Warranty Period.

HYDAC shall have no obligation for any defective Goods unless and until: (1) HYDAC has completed an inspection of the Goods; (2) HYDAC has determined the existence of a defect during the Warranty Period; and (3) HYDAC has issued a RGA # for the return of the Goods. Buyer shall be obligated for all costs, expenses, charges and risk of loss for shipment of the non-conforming product to HYDAC. However, shipping charges will be credited to Buyer if and to the extent that HYDAC accepts the warranty claim.

Specifically excluded from this warranty are any claims arising as a result of improper application, use, neglect, abuse, or unauthorized service of parts or Buyer’s failure to comply with all installation, operation and maintenance requirements and specifications set forth in any operating manual for the Goods and other documentation related to the Goods provided to Buyer by HYDAC.

HYDAC and/or any affiliate or related company will not be liable under any circumstances for any consequential, incidental, special, punitive, exemplary, or other damages (including, but not limited to, damages resulting from commercial or economic loss) or costs and expenses (including, but not limited to, attorneys’ fees and litigation costs), incurred as a result of any claim whether based on breach of warranty or otherwise.

In no event shall HYDAC’s liability exceed the cost of repairing or replacing the Goods which give rise to any claim or refunding the purchase price of the Goods which give rise to any claim.


Any USE, sale, resale, lease, assignment or other transfer of Goods is expressly subject to THE ABOVE STATED HYDAC LIMITED WARRANTY AND LIMITATION OF LIABILITY.

No attempt to alter, amend or extend this warranty and limitation of liability shall be effective unless in writing and signed by an executive officer of HYDAC.

3. HYDAC Intellectual Property Terms and Conditions

Trademarks: All trademarks, trade names, or other identifying marks (collectively referred to as the “Marks”) now or hereafter registered or used by HYDAC are its property and Buyer’s use of these Marks must be approved in advance in writing by HYDAC and shall be limited to use on or in connection with HYDAC’s products.  HYDAC reserves the right to review, approve or restrict the use of all printed materials bearing any HYDAC Marks. Buyer shall, under no circumstances use any HYDAC Marks as part of a corporate name.  If Buyer is required to register under any statute for registration of a fictitious business name bearing any HYDAC Marks, Buyer shall register in a form approved by HYDAC. Any use of any HYDAC Marks shall inure to the benefit of HYDAC.

Copyrights: Any written materials supplied by HYDAC are its property and Buyer’s use of these materials must be approved in writing by HYDAC.  HYDAC at all times reserves the right to review, approve or inspect the use of all supplied written materials.

Patents: HYDAC, at its sole discretion, may prosecute any infringement of HYDAC patents.  In the event that HYDAC elects to prosecute alleged patent infringements, Buyer shall render such assistance to HYDAC as may be reasonably necessary to carry out such prosecution.  Furthermore, Buyer shall immediately inform HYDAC of any known infringements of HYDAC’s patents and of any and all known or claimed patent infringements relating to Goods supplied or manufactured by HYDAC.


Where HYDAC Goods are adjudged by a court of competent jurisdiction to infringe upon any trademark, patent or other intellectual property right, or where HYDAC written materials are adjudged to infringe upon any copyright, HYDAC shall have the right to repair, replace or otherwise remove the patent, trademark, copyright or other intellectual property infringement.  In such circumstances, HYDAC’s liability is limited to the refund of the cost of the Goods or the written materials.  In any and all circumstances, HYDAC shall not be responsible for any consequential, incidental, special, punitive, exemplary or other damages.

4. Prohibited Uses of Goods

Without the prior written consent of an authorized HYDAC executive officer, Buyer shall not use, sell, lease, assign or otherwise transfer any Goods, or otherwise permit any Goods to be used, for purposes of, or in connection with, any of the following applications (hereafter “Excluded Applications”).

1.Manufacturing, assembling or production of aircraft products including, but not limited to:

a.Aircraft (including missile or spacecraft), and any ground support or control equipment used therewith.

b.Any product used in or connected with, or incorporated into aircraft, aircraft parts, aircraft equipment or aircraft accessories including ground handling tools or equipment; and

c.Any products used at an airport for the purposes of guidance, navigation, or direction of aircraft.

2.Nuclear Energy applications including, but not limited to:

a.Any furnishing of materials, parts, or equipment in connection with maintenance, operation or use of any nuclear facility; and

b.Furnishing products that will be used in any facility that handles, processes, uses, stores, transports, or disposes of nuclear material including spent nuclear fuel or waste.

Buyer is encouraged to contact HYDAC to evaluate any potential use of HYDAC Goods for any Excluded Applications.  Buyer shall indemnify, defend, and hold HYDAC harmless from and against any and all claims and damages incurred as a result of the use of HYDAC Goods for any Excluded Applications unless Buyer receives the prior written approval of a HYDAC executive officer authorizing the use of Goods for any Excluded Applications.

5. Security Agreement:  Credit and Collection

To secure payment of all sums due HYDAC hereunder or otherwise, HYDAC shall retain a security interest in the Goods delivered hereunder and this contract shall be deemed a security agreement under the Uniform Commercial Code.  Buyer authorizes HYDAC as its attorney to execute and file on Buyer’s behalf all documents HYDAC deems necessary to perfect such security interest.  HYDAC is relying upon Buyer’s representation of solvency and if HYDAC at any time reasonably believes that Buyer is insolvent or that Buyer’s credit is impaired, Buyer shall be in material breach hereof and HYDAC may, without liability to Buyer, withhold performance hereunder, change the payment terms and/or repossess Goods heretofore delivered.  Title to the Goods covered hereby shall remain in HYDAC until full payment is received.  HYDAC may charge Buyer finance, service, or late charges in an amount no greater than allowed by law, and if Buyer fails to make payment when due, Buyer shall be liable to HYDAC for all costs of collection including attorney’s fees.

6. Force Majeure

The performance under this Agreement may be suspended if a party’s performance is prevented or interfered with because of any unforeseeable act or condition beyond that party’s reasonable control, including but not limited to, acts of God, war, civil disturbances, acts of terrorism, court orders, epidemics, pandemics, public health emergencies, acts of government (including, but not limited to,  travel, import and export  limitations and/or bans), or labor disputes, and raw materials and supply chain disruptions. Interrupted supply resulting from mechanical equipment failures shall not be considered a Force Majeure event.  The party relying on this section will give the other party prompt written notice of the force majeure condition and an estimate of the resulting delay.  Any suspension of performance by reason of this section shall be limited to the period when performance is rendered impossible due to such event of Force Majeure but shall not have the effect of extending the Term of the Agreement.

7. End User Responsibility

Except as otherwise provided in these HYDAC Sales Terms, Buyer shall be solely responsible to all end-users of the Goods for any and all claims and actions related to the use of the Goods.  Buyer shall indemnify, defend, and hold HYDAC harmless from and against any and all such claims and actions.

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Terms and Conditions of Purchase


For the purpose of this HYDAC TECHNOLOGY CORP. AND HYDAC CORP. TERMS AND CONDITIONS OF PURCHASE (“Conditions of Purchase”), HYDAC CORP., and HYDAC TECHNOLOGY CORP. are referred to collectively as “HYDAC”.

2. Agreement:

Any Purchase Order ( “Purchase Order”) issued by HYDAC shall be subject to the terms and conditions set forth in this Conditions of Purchase and such terms and conditions are incorporated by reference in the Purchase Order. The Purchase Order and this Conditions of Purchase are collectively referred to as the “Agreement”.

3. Complete Offer:

The Agreement is HYDAC’s complete offer to purchase and is not an acceptance of any offer by Seller to sell. This Agreement will become a binding contract upon Seller’s acceptance by communication of acknowledgement or commencement of performance. ANY LANGUAGE, TERM OR CONDITION CONTAINED IN SELLER’S ORDER FORM, ACKNOWLEDGMENT OR OTHER DOCUMENT WHICH CONFLICTS WITH, IS CONTRARY TO, DIFFERENT FROM, INCONSISTENT WITH OR ADDITIONAL TO THE AGREEMENT IS EXPRESSLY REJECTED. No revisions modifications or amendments of, or supplements or additions to, the Agreement will be valid and binding on HYDAC unless expressly accepted in writing by an authorized representative of HYDAC.

4. Obligations Several:

HYDAC CORP. and HYDAC TECHNOLOGY CORP. are each entering into the Agreement independently, on their own behalf, and separately from the other entities included within HYDAC. Each of the entities included within HYDAC shall be liable only for those obligations expressly accepted by them in writing. None of the entities included with HYDAC shall be jointly and severally liable with the other entities included in HYDAC for any liability or obligation of any kind arising under, pursuant to or related to the Agreement. HYDAC CORP. and HYDAC TECHNOLOGY CORP. and each other entity included with HYDAC expressly disclaim and will not be responsible for any liability or obligation of any kind of any other entity arising under, pursuant to or related to the Agreement.

5. Delivery and Risk of Loss:

Seller shall make delivery according to the International Commercial Terms (Incoterms) specified on HYDAC’s Purchase Order to the destination specified in the Agreement, by the specified date(s). Seller acknowledges that time is of the essence. Title and risk of loss shall be governed by the Incoterms specified on the Purchase Order.

6. Inspection:

HYDAC shall have the right to inspect all goods and materials delivered by Seller pursuant to this Agreement at the place of delivery before payment or acceptance. Any inspection conducted by HYDAC at Seller’s facility shall not constitute final inspection or acceptance of the goods and materials. Defective or non-conforming goods and materials shall be held at Seller’s expense and risk and, if Seller so directs, shall be returned at Seller’s expense.

7. Price:

The price and terms of payment are as stated in the Agreement and includes all packaging, crating, shipping and taxes.

8. Packing:

Seller shall label, pack and ship all goods and materials in accordance with the specifications in the Agreement

9. Drawings and Specifications:

For purposes hereof, “Drawings and Specifications” shall mean all specifications, drawings, descriptions and samples for the goods and materials that have been either: (1) furnished by HYDAC or (2) furnished to HYDAC and approved in writing by HYDAC. HYDAC shall have access at all times to all of the Drawings and Specifications prepared by Seller. Seller shall use HYDAC’s Drawings and Specifications only with respect to performing the Agreement, and Seller shall not disclose such drawings or specifications to any person, firm or corporation other than Seller’s employees without the prior written consent of HYDAC. Seller shall return all HYDAC drawings and specifications to HYDAC upon request.

10. Infringement Provisions:

Seller represents and warrants that any and all trademarks, patents, copyrights, trade secret or other proprietary right with respect to the goods or materials supplied to HYDAC pursuant to the Agreement (except for goods and materials supplied pursuant to HYDAC’s designs or specifications or goods and materials used by HYDAC in conjunction with other goods and materials not furnished by Seller) do not infringe the rights of any third parties.

11. Warranties:

Seller warrants that all goods and materials delivered pursuant to the Agreement conform strictly to all Drawings and Specifications and are free from all defects in material, workmanship and design (other than HYDAC’s design), for a period of 2 Years (24 Months) from the date of delivery of the goods to HYDAC. This warranty shall survive any inspection, delivery, acceptance or payment by HYDAC of the goods and materials. This Agreement does not exclude or limit in any other way, any other warranties upon which HYDAC is entitled to rely under applicable law.

12. Returns:

All returns initiated by HYDAC will be returned to the Seller at Seller’s risk and expense. HYDAC shall have the right to debit Seller upon return of goods.

13. Remedies:

In the event that Seller fails to deliver all goods covered by the Agreement on or before the delivery date specified in the Agreement, then, in addition to all other legal rights and remedies to which HYDAC may be entitled as a result thereof, HYDAC shall have the right to cancel the Agreement, in whole or in part (including any non-conforming goods and materials received), without liability. The rights and remedies provided to HYDAC in the Agreement are in addition to all other rights and remedies of HYDAC based in law or equity.

14. Work On HYDAC’s Or Its Customers’ Premises:

If Seller’s work under the Agreement involves operations by Seller on the premises of HYDAC or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work. Seller shall maintain such Public Liability, Property Damage and Employee Liability and Compensation Insurance in such amounts and with such carriers as are satisfactory to HYDAC and that will protect HYDAC from said risks and from any claims. Seller shall present HYDAC with evidence of such insurance prior to commencing work on Buyer’s premises. Seller shall provide evidence of current insurance coverage to HYDAC on an annual basis. The aforementioned insurance is mutually understood and agreed to extend to all subcontractors who may be engaged to accomplish the work, and Seller is responsible to ensure full compliance.

15. Product Recall:

If HYDAC is required to recall any HYDAC product from the market place; inform customers of a potential hazard of a product;, then Seller agrees to indemnify defend and hold harmless HYDAC pursuant to paragraph 18 of the Agreement.

16. Advertising:

Seller agrees not to release any advertising copy referencing HYDAC or quoting the opinion of any HYDAC employee unless approval in writing from an authorized officer of HYDAC is given before Seller issues the release.

17. Compliance with Laws:

In the performance of its obligations hereunder, Seller shall comply with all applicable legal requirements. Seller’s acceptance of the Purchase Order and this Agreement shall constitute certification by Seller of such compliance.

18. Indemnification:

Seller agrees to indemnify, defend and hold HYDAC harmless from and against any and all liability, claims, losses, damages (including, but not limited to, any consequential, incidental, special or other damages), costs and expenses (including, but not limited to, attorneys’ fees and litigation costs), (collectively, “HYDAC Losses”) incurred by HYDAC as a result of:

  1. Seller’s supply of goods and materials pursuant to the Agreement, including without limitation, any goods and materials which do not conform strictly to all Drawings and Specifications and/or are not free from all defects in material, workmanship and design;
  2. Any breach by Seller of its obligations under the Agreement;
  3. Any unauthorized use of the Drawings and Specifications;
  4. Any act or omission of Seller, its agents, employees or sub-contractors for work on HYDAC or its customers’ premises;
  5. Any recall any HYDAC product from the market place, any duty to inform customers of a potential hazard of a product, or any obligations to repair or replace any product, as a result of any defective goods or materials supplied by Seller pursuant to the Agreement;
  6. Any actual or claimed infringement of any trademark, patent, copyright, trade secret or other proprietary right with respect to the goods or materials supplied by Seller pursuant to the Agreement (except for goods and materials supplied pursuant to HYDAC’s designs or specifications or goods used by HYDAC in conjunction with other goods not furnished by Seller).

19. Notice:

All notices required pursuant to the Agreement shall be made in writing and shall be effective upon mailing, electronic mail (e-mail), facsimile transmission or personal service. Each notice shall be addressed to a party as set forth in the Agreement or at such other address as a party shall provide pursuant to this paragraph.

20. Force Majeure:

HYDAC shall be excused from performing any of its obligations under the Agreement which are prevented or delayed by any occurrence not within the control of HYDAC including, but not limited to, destruction or damage to HYDAC’s plant, acts of God, war, power failure, embargo, boycotts, strikes or other labor matters, flood, fire, accident, riot or other civil disturbance, explosion, or any regulation, rule, ordinance, or order of any governmental authority, federal, state, or local. In the event of such delay or failure, HYDAC, at its option and without liability for any damages, may elect to terminate the Agreement or extend the date of performance for a period equal to the time lost by reason of the delay.

21. Survival of Indemnity, Warranty and Limitation of Liability Clauses:

All provisions regarding Seller’s obligations to indemnify HYDAC as well as all warranties and conditions stated in the Agreement, shall continue in full force and effect and will otherwise survive the expiration or termination for any reason of the Agreement until the expiration of the applicable statute of limitations.

22. Waiver:

No claim or right arising out of a breach of the Agreement can be discharged in whole or part by waiver or renunciation of the claim or right unless the waiver or renunciation is in writing signed by both parties. However, waiver by either the Seller or HYDAC of a breach by the other of any provision of the Agreement shall not be deemed a waiver of future compliance therewith, and such provision shall remain in full force and effect.

23. Assignment and Delegation:

Seller shall not assign its rights or delegate its duties under the Agreement without the prior written consent of HYDAC. HYDAC reserves the right to cancel the Agreement without liability as a result of any unauthorized assignment of rights or delegation of duties under the Agreement.

24. Severability:

This Agreement shall be deemed severable and if any portion hereof shall be held to be invalid for any reason, the remainder shall not be deemed invalid, but shall remain in full force and effect.

25. Governing Law and Jurisdiction:

This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the choice of law provisions thereof. Seller agrees that all actions and proceedings in connection herewith shall only be brought in federal or state courts within the Commonwealth of Pennsylvania and the parties hereby agree to submit to the jurisdiction of such courts. Nothing in this provision or in the Agreement shall effect or impair HYDAC’s right to file suit or otherwise proceed against Seller in any other jurisdiction.

26. Integration:

This writing is intended by the parties as a final expression of their agreement. Seller has not relied on any representation made by HYDAC which is not expressly stated in the Agreement.

27. Parties in Interest and Authority:

This Agreement shall be binding on all assigns, heirs, survivors, successors, beneficiaries, executors, and administrators of said parties. The parties represent that they have authority to enter into the Agreement on behalf of the Seller and HYDAC respectively and that no other action shall be necessary to authorize the execution and delivery of the Agreement.​

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