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Terms and Conditions
1. Complete
Agreement- This Sales Order (the “Order”) contains all of the terms of he
purchase and sale between Air Engineering Inc. (the “Seller) and the Purchaser
(the “Purchaser”) and supersedes all prior correspondence, negotiations,
discussions, representations and offers between them to the extent that they
conflict or are in addition to the terms contained herein and no course of
dealing or usage of trade shall be applicable unless expressly referred to
herein. This Order is intended as a final expression and complete and exclusive
statement of the terms of the agreement between Seller and Purchaser and may be
amended only by a writing signed by each of them. ACCEPTANCE BY PURCHASER OF
THE OFFER CONTAINED IN THIS ORDER IS EXPRESSLY LIMITED TO THE EXACT TERMS AND
CONDITIONS CONTAINED HEREIN. ANY TERMS AND CONDITIONS SET FORTH IN ANY PURCHASE
ORDER OR OTHER DOCUMENT PROVIDED BY PURCHASER TO SELLER WHICH DIFFER FROM,
CONFLICT WITH OR ARE NOT INCLUDED IN THESE TERMS AND CONDITIONS SHALL NOT
BECOME A PART OF AMY AGREEMENT BETWEEN PURCHASER AND SELLER INLESS SUCH TERMS
AND CONDITIONS ARE SPECIFICALLY ACCEPTER BY SELLER IN WRITING. ACCEPTANCE OF
PRIDUCT CONSTITUTES ASSENT TO THE TERMS AND CONDITIONS OF SALE STATED HEREIN.
2. Prices-
Seller may change at any time without notice all prices published by Seller or
quoted by its representatives. Written quotations expire automatically 30 days
from the date issued and are subject to change or termination by notice from
Seller during that period. All prices are subject to adjustment on account of
specifications, quantities, shipment arrangements or other terms and
conditions, which are part of the original price quotation. Prices are
exclusive of all excises, sales, use and other taxes imposed by federal, state,
municipal or other government authority, all of which taxes shall be paid by
Purchaser. Purchaser is responsible for obtaining and providing to Seller any
certificate of exemption or similar document required to exempt any sale from
sales, use or similar tax liability. All prices shall be as specified by
Seller, or if no price has been specified, shall be Seller’s price in effect at
the time of delivery.
3. Terms
of Payment- Unless otherwise expressly stated in writing, terms are net cash 30
days from the date of invoice. Seller reserves the right at any time to require
full or partial payment in advance, or to revoke any credit previously
extended, if, in its sole judgment, Purchaser’s financial condition does not
warrant proceeding on the terms specified. Overdue payments shall be subject to
finance charges computed at a periodic rate (to the extent permitted by law) of
1 ½% per month (18% per year). Amounts owed by Purchaser with respect to which
there is no dispute shall be paid without set-off for any amounts which
Purchaser may claim are owed by Seller and regardless of any other
controversies which may exist.
4. Delivery-
Unless otherwise specified, all sales are F.O.B. Seller’s premises in Mequon,
Wisconsin and the delivery time shall be the time when the product is ready for
pickup at that location by Purchaser or by carrier for delivery to Purchaser.
Seller reserves the right to make delivery installments. All such installments
shall be separately invoiced and paid for when due, without regard to
subsequent deliveries. Delay in delivery of any installment shall not relieve
Purchaser of its obligations to accept remaining deliveries. Without in any way
limiting the generality of paragraph 11, Seller shall not be liable for any
loss or damage resulting from any delay or failure to deliver which is due to
any cause beyond its control, including, without limitation, acts of nature,
unavailability of supplies or sources or energy, riots, wars, fires, floods,
epidemics, lockouts, strikes, and slowdowns, delays in delivery by its
suppliers, or acts or omissions of Purchaser. If, as a result of any such
cause, any scheduled delivery is delayed, Seller may, at its option, by written
notice to Purchaser, cancel that and all future deliveries without further
liability or obligation of any kind. Products on which delivery is delayed, due
to any cause within Purchaser’s control may be placed in storage by Seller at
Purchaser’s risk and for its account. Purchaser shall be liable for all costs
and expenses incurred by Seller in holding or storing products for Purchaser or
at Purchaser’s request.
5. Shipment-
Unless specific instructions to the contrary are supplied by Purchaser. Methods
and routes of shipment will be selected by Seller, but Seller will not assume
any liability in connections with shipment nor constitute any carrier as its
agent. All shipments will be insured at Purchaser’s expense and made at
Purchaser’s risk, and Purchaser shall be responsible for making all claims with
carriers, insures, warehousemen and other for mis-delivery, non-delivery, loss,
damage or delay.
6. Title
and Risk of Loss- Subject to paragraph 7 and to Seller’s right to stop delivery
of products in transit, title to and risk of loss for products shall pass to Purchaser
upon the earlier delivery to Purchaser or to a carrier for shipment to
Purchaser.
7. Security
Interest- Seller reserves and Purchaser grants to Seller a security interest in
all products sold and all proceeds to secure the full payment and performance
by Purchaser of its liabilities and obligations to Seller. Purchaser
acknowledges that this document or copies of this document may be filed with
the appropriate authorities as a financing statement and agrees to execute and
deliver such documents as Seller may request in order to perfect its security
interest.
8. Cancellations and Returns- Purchaser may not cancel this Order upon the written consent of Seller and upon terms that will fully indemnify Seller against loss. Products shall not be returned to Seller without its prior written authorization. A restocking charge of 25% may apply depending on the circumstances. The following parts are non-returnable and non-cancelable: Seals, electric and electronic, special order, non-stock parts.
9. Installation-
Unless otherwise specified, Seller assumes no obligation to install any
products sold to or place them in working order at Purchaser’s premises.
10. Specifications-
All products are subject to Seller’s standard tolerances for specifications,
except where specific tolerances are agreed to in writing at the time of order.
Seller reserves the right to make substitutions and modifications in the
specifications of any products provided that such substitutions or
modifications do not materially affect the performance of the products or the
purposes for which they can be used, or modify any custom specifications agreed
to in writing at the time of order.
11. Claims-
All claims for nonconforming of defective products must be made in writing
within 10 days after delivery to Purchaser, and any claims not made within that
period shall be deemed waived and released. Seller’s sole responsibility with
respect to such claims shall be, at its option, to credit or replace any
product or component, which Seller determines to be defective. IN NO EVENT
SHALL SELLER BE LIABLE FOR SOLELY ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES DUE TO ANY CAUSE WHATSOEVER EVEN IF SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SELLER
FOR MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED. THE
FOREGOING CONSTITUTES SELLER’S SOLE LIABILITY AND PURCHASER’S SOLE REMEDY WITH
RESPECT TO PRODUCTS SOLD BY SELLER. EXCEPT AS THUS PROVIDED, SELLER DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
12. Patents-
Seller assumes no obligation or liability of any kind with respect to
infringements or alleged infringements of United States or foreign patents,
copyrights, trademarks or other proprietary right arising out of a purchaser’s
purchase, use, possession, sale or delivery of any products sold hereunder.
Purchaser shall indemnify and hold Seller harmless from any and all claims,
liabilities, damages or expenses resulting from infringements or alleged
infringements of United States or foreign patents, copyrights, trademarks or
other proprietary rights arising from compliance by Seller with any designs or
specifications provided by Purchaser. No sale of any product shall be construed
as granting Purchaser any license or other right in or to any patent,
copyright, trademark or other proprietary right applicable to the product.
13. Miscellaneous-This
Order shall be governed by the laws of the State of Wisconsin. The headings
herein are for purposes of reference only and shall not limit it otherwise
affect the meaning hereof. In case any provision herein shall be invalid,
illegal or unenforceable, the validity and enforceability of the remaining
provision shall not in any way be affected or impaired thereby. A waiver by
Seller of any of the terms and conditions of this Order shall not be deemed to
be a continuing waiver but shall be apply solely to the instance of the waiver.
14. Approval-
This Order is subject to approval by the Seller at it home office in Mequon,
Wisconsin.
15. Assignment-
The Purchaser shall not delegate any duties nor assign any rights or claims
under this Order without Seller’s prior written consent, and any such attempt
at delegation or assignment shall be void.
16. Compliance
with Laws- The Purchaser shall carry out the transactions contemplated by this
sale and shall otherwise deal with the products sold in conformity with all
applicable laws, rules and regulations of all governmental authorities,
including, without limitation, the Export Administration Act, and shall obtain
all permits and licenses required in connection with the purchase,
installation, sale, shipment or use of any of the products.
To order call our Parts Department at:
1.800.558.4318
1.262.478.0599
Fax number:
1.262.478.0701
Email address:
parts@airengineering.com
