Terms and Conditions
Terms and conditions of sale
Products sold are expressly subject to the terms and conditions set forth herein and at the Air Engineering website, www.airengineering.com, notwithstanding any contradictory terms of the buyer's order. In the event of any conflict between the terms and conditions of sale set forth herein and those set forth at the Air Engineering website, the terms and conditions of sale set forth at the Air Engineering website shall prevail. No person has the authority to alter these terms other than a corporate officer of Air Engineering and any such alterations must be in writing. Buyer's acceptance of products constitutes acceptance of these terms and conditions of sale.
This sales order (the “order”) contains all the terms of the purchase and sale between Air Engineering (the “seller”) and 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 the 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 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 any agreement between purchaser and seller. Acceptance of product constitutes assent to the terms and conditions of sale stated herein.
Seller may change at any time without notice all prices published by seller or quoted by its representatives. Written quotations automatically expire 30 days from the date issued and are subject to change or termination by notice of seller during that period. All prices are subject to adjustment on account of specifications, quantities, shipment, arrangements or other terms and conditions, which may be revealed by buyer at a later date. 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 providing to seller any certificate of exemption or similar document required exempting 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 same time of delivery.
Terms of payment
Payment is due at time of order.
Delivery dates are approximate and are based on the prompt receipt of all necessary information from buyer. Unless otherwise specified, all sales are F.O.B seller’s premise in Mequon, Wisconsin and the delivery time shall be when the product is ready or as otherwise directed by seller for pickup at that location by purchaser or by carrier for delivery to purchaser. Seller reserves the right to make delivery instalments. Without in any way limiting the generality of paragraph 11, seller shall not be liable for any loss or damage resulting from delay or failure to deliver which is due to any cause beyond its control, including without limitations, acts of nature, fires, floods, epidemics, unavailability of supplies or sources of energy, riots, wars, lockouts, strikes, slowdowns, delays in delivery by its suppliers, any government action, any civil or military action, insurrection. 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 any further liability or obligation of any kind. Unless otherwise agreed in writing by Air Engineering, delivery will be made and title will pass to buyer F.O.B. Point of shipment. Expense and risk of loss of transporting the goods shall pass to buyer at point of shipment.
Unless specific instructions are supplied by seller, Air Engineering will select methods and routes of shipments. Seller will not assume any liability in connections with shipment nor constitute any carrier its agent. Air Engineering reserves the right to designate origin and intermediate carriers. Rates are based on weight and dimension to reflect the policies of shipping companies. All weights are rounded up to next pound. 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, and other for mis-delivery, non-delivery, loss, damage or delay. Purchaser requested shipping or specified carrier requests must be accompanied with purchaser’s shipping account information so that shipping charges may be billed properly. Purchaser must specify level of insurance coverage for order. If purchaser does not indicate level of insurance coverage, seller will ship order under standard level of insurance coverage provided by selected carrier. Purchaser will assume all risks for any loss.
Claims for defective goods, errors or shortages must be made in writing within ten (ten) days after receipt of order.
Air Engineering warrants that for a period of ninety (90) days from the date of the invoice or the delivery of the products, whichever is sooner, the products covered hereby conform to the description and specifications accepted by Air Engineering with respect to the products, if any; provided, however, product dimensions and/or quantities are subject to change. All other warranties are excluded, whether expressed or implied, by operation of law or otherwise, including but not limited to all implied warranties of merchantability or fitness for a particular purpose.
Air Engineering shall not be liable for incidental or consequential damages directly or indirectly arising or resulting from the breach of any of the terms hereof or from the sale, or handling or use of the products sold. Air Engineering's liability hereunder, for breach of warranty, negligence or otherwise, is expressly limited at the option of Air Engineering: (a) to the replacement at the agreed point of delivery of any products found to be defective or not to conform to the specifications set forth herein, (b) to the repair of such products, or (c) to crediting to buyer of the price of such products.
Air Engineering is a distributor, and not a manufacturer of products. Accordingly, any warranty of quality, merchantability or fitness for a particular purpose is that of the manufacturer only and not that of Air Engineering. Air Engineering agrees to use commercially reasonable efforts to cause its manufacturers to furnish products that will be free from defects in material and workmanship, will be free from patent infringement, and will be merchantable. Should the product fail to meet any manufacturer's warranty, then upon notification thereof and substantiation that the product has been stored, installed, maintained and operated in accordance with manufacturer's recommendations and standard industry practice, Air Engineering shall assist buyer in obtaining suitable repair or replacement, or other remedy, as provided in the applicable manufacturer's warranty.
Cancellations and returns
Purchaser may not cancel this order without written consent of seller and upon terms that will fully indemnify seller against loss. Products shall not be returned without its prior written authorization. A 40% restocking charge will apply to all authorized returns. The following items are non-returnable and non-cancelable: seals, electric and electronic items, special order and non-stock parts. Purchaser agrees that any refund that may result from an authorized return will be issued as a credit toward future purchases from seller.
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 and customer specifications agreed to in the writing at the time of order. Products will be delivered under the Air Engineering brand. No returns will be accepted due to packaging choice made by seller.
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.
The laws of the state of Wisconsin shall govern this order. The headings herein are for purposes of reference only and shall not limit it otherwise affect the meaning hereof. In any case provision herein shall be invalid, illegal or unenforceable the validity and enforceability of the remaining provision shall not be in any way 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 by shall apply solely to the instance of the waiver.
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 government authorities, including without limitation, the export administration act and shall obtain all permits and licenses required in connection with the purchase, sale, shipment or use of any of these products. Purchaser assumes responsibility and liability for compliance with all us and international laws, treaties, and customs rules and regulations applicable to the export of products by purchaser.
Air Engineering may terminate any order without penalty by giving notice to purchaser, effective immediately upon such notice, on the happening of any one or more of the following events: (1) breached any term or condition set forth herein or set forth on any order; (2) any applicable statues, laws, ordinances and regulations that prevent full compliance with any order by purchaser or Air Engineering; or (3) commencement of any voluntary or involuntary proceedings under any bankruptcy or reorganization or similar laws of jurisdiction by or against purchaser. Additionally Air Engineering shall have the right at any time to terminate all or any part of an undelivered portion of any order, effective upon written notice to purchaser.