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TERMS AND CONDITIONS OF SALE

The Company is Air Systems and Pump Solutions, LLC. The Buyer is the entity shown on the proposal.

  • Credit Terms
    • Payment, Buyer shall pay the amounts due to Company in full and in accordance with the terms specified.
      • Standard Terms and Conditions
        • Estimated Delivery: As Proposed
        • Payment Term: NET 15 Days from Shipment or as documented on proposal
        • FOB: Factory
        • Freight Terms: Prepay & Add to Invoice
      • Pricing and availability are subject to change without notice. Installation, Taxes & Freight not included in the pricing unless listed above and will be added to the invoice as applicable.
      • All returned or cancelled items will incur a 25% restocking fee.
    • Invoice Disputes, Should any dispute arise with respect to any good or service delivered by Company to Buyer, Buyer shall pay for all goods not in dispute.
    • Late Payments, Buyer shall pay a late charge from the due date to the date of actual payment at the lesser of the simple interest rate of 18% per annum calculated monthly or the highest rate permissible under applicable law. Buyer shall reimburse Company for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms and Condition as or at law (which Company does not waive by the exercise of any rights hereunder), Company shall be entitled to suspend the delivery of any good or services if Buyer fails to pay any amounts when due.
    • Acceleration, Should Buyer fail to make any required payment, Company may, without notice, declare all obligations of Buyer to Company immediately due and payable, whether or not such late charges are included in any statement of account rendered by Company to Buyer.
    • No Partial Payments, Buyer will not, without Company’s prior written consent in each instance, tender any payments for less than the full amount of the payment. Any partial payments tendered by or for the account of Buyer shall not extinguish or otherwise affect any unpaid portion of the subject invoices, despite any notation on or accompanying said payment such as “in full payment,” “in full satisfaction,” or words of similar effect.
    • Sufficient Funds Buyer represents that all checks issued to Company will be honored by the drawee bank, and that no checks will be so issued unless Buyer then has funds on deposit in an amount sufficient to cover all checks issued by Buyer. Buyer acknowledges that this representation will be materially relied upon by Company in extending credit to Buyer.
    • Right to Set-Off Any payment received by Company from Buyer may be applied by Company against any obligation owing by Buyer to Company, regardless of any statement appearing on or referring to such payment, without discharging Buyer’s liability for any additional amounts owing by Buyer to Company. The acceptance by Company of such payment shall not constitute a waiver of Company’s right to pursue any remaining balance. With respect to any monetary obligations of Company to Buyer, including without limitation, volume rebates and advertising rebates, Company may, at any time, setoff and appropriate and apply such amounts against any sums that are, or will become, owing, due or payable to Company by Buyer under these Terms and Conditions or any other agreement.
    • Taxes, Prices do not include any present or future Federal, State, or local property, license, privilege, sales, use, excise, gross receipts or other like taxes or assessments applicable to this order (“Taxes”). All Taxes will be itemized separately. Buyer will be responsible for the payment of any Taxes to Company unless Buyer provides a valid exemption certificate. If the exemption certificate is not recognized by the governmental taxing authority, Buyer will reimburse Company for any Taxes, including any interest or penalty assessed against Company.
  • Title and Risk of Loss, Title and risk of loss or damage to equipment will pass to Buyer upon shipment. The Buyer grants the Company a lien on and a purchase money security interest in and to all of the right, title, and interest of Buyer in the equipment purchased hereunder until full payment has been made.  The Buyer agrees to sign all needed UCC documents to perfect a lien, and to sign any document to release the lien upon payment.
  • Financial Condition of Buyer,
    • Receipt of Goods, While Insolvent in the event that Buyer receives any goods from Company while Buyer is insolvent (as such term is used in §2-702 of the Uniform Commercial Code, United States of America), this writing and the invoices received from Company relating to such goods shall constitute Company’s demand for reclamation of such goods.
    • Withdraw of Credit Approval Company reserves the right before shipment of any goods ordered by Buyer, to require that all or a portion of the purchase price relating thereto be paid to Company, in good funds, prior to shipment.
    • Material Adverse Change in Financial Condition Notwithstanding the stated due date of any obligations, all obligations of Buyer to Company shall become immediately due and payable, without notice, in the event that Company determines there to have been a material adverse change in the financial condition or business affairs of Buyer so that in Company’s reasonable judgment Buyer’s ability to pay the obligations has become impaired.
    • Verification of Credit References Company is authorized to contact any credit references provided by Buyer, and to disclose any information reasonably necessary to determine Buyer’s credit worthiness. Company is also authorized to obtain personal credit reports on any partner, principal, officer, or potential guarantor in determining Buyer’s creditworthiness. Company may also disclose any information concerning its relationship with Buyer which is requested by anyone identifying themselves as an existing or potential creditor of Buyer.
    • Disclosure of Buyer’s Right to a Statement of Reasons for Action If credit application is not approved in full or if any other adverse action is taken with respect to Buyer’s credit, Buyer has the right to request within 60 days of Company’s notification of such adverse action, a statement of specific reasons for such action, which statement will be provided within 30 days of said request.
  • Change Orders, Either party may request in writing changes to the work, including but not limited drawing, design and/or document revisions. If those changes affect the contract price or time required for performance of the work, Company will so advise Buyer in writing. The contract will be modified by written agreement signed by both parties to reflect those changes and any resulting changes in price and/or time required for performance.
  • Drawings, A maximum of two (2) sets of changes to any single document and/or drawing can be requested by Buyer in accordance with Section 4 Change Orders, assuming Company has included Buyer’s previous changes made to the documents/drawings in accordance with the contract when the same are under print approval. Buyer must return documents/drawings to Company with all relevant comments within two (2) weeks from the date on which they were sent from Company. If the documents/drawings are not received back by Company within two weeks from the date on which they were sent, they will be considered approved, and no revisions will be made. Additionally, there will be a four (4) day extension on any liquidated damages for each day the drawings are not returned after the specified two-week period. If document/drawing revisions impact milestone dates, including delivery dates, such dates will be extended accordingly.
  • Delivery, Company will deliver goods and services within a reasonable time after receipt of Buyer’s order and in no event will delivery dates be construed as falling within the meaning of “time is of the essence.”
  • Force Majeure, Company will not be liable for any loss or damage due to delays arising from causes beyond the reasonable control of Company, including but not limited to any acts of God, fire, flood, earthquake, or explosion, strikes or other labor difficulties, wars, riots, terrorist threats, national emergencies, or acts of governments. In such events, Company will have additional time within which to deliver or perform as may be reasonably necessary under the circumstances. If Buyer requires drawings, procedures, standards or similar material for approval, delivery schedules will be calculated from the time such approvals are received by Company. Any hold points, witness points, or Buyer inspection requirements must be identified by Buyer at the time of quotation and/or order placement. Additional inspection or testing required by Buyer will extend delivery dates accordingly.
  • Order Holds,  In the event that: (a) the Buyer places an order on hold for a period of up to sixty (60) calendar days from the hold notification; or (b) Company places an order on hold due to failure by Buyer to pay any milestone payment when due and such failure remains un-remedied for a period of five (5) business days; then the Buyer agrees to pay a storage and other fees as set forth in paragraph 12.  Additionally, Company is not liable for delays in performance of the work due to orders placed on hold, and Company’s time for performance of the work will be extended for a period equal to the time lost by reason of such delay.
  • Third-Party Vendors, Company will not be liable to Buyer for any delays in performance caused by third-party vendors or any losses or damages arising out of equipment, parts, or components supplied by third-party vendors, if the use of such third-party vendor is required by Buyer. In the event such third-party vendor does not perform to Company’s satisfaction, Buyer will approve a change to the third-party vendor or will, at Buyer’s sole cost and expense improve the performance of the third-party vendor to Company’s satisfaction.
  • Storage Fee, If Buyer is not able to accept delivery on the date agreed to by the parties, Buyer will pay Company a storage fee equivalent to one- and one-half percent (1.5%) of the total order value per calendar month or fraction thereof (calculated and changed on a per day basis) until the date of delivery (“Storage Fee”). Buyer will pay incremental handling cost of loading or unloading product and incremental “special” storage needs including “long-term” storage preparation. Additionally, if Company is performing installation services and at the time of delivery Buyer’s location is not ready or is unsafe for installation, Company reserves the right to postpone or to discontinue work. In such event, Company may charge Buyer an amount equivalent to the Storage Fee until such time that the location is ready and safe for installation, as determined by Company.
  • Warranty, Company warranty that the equipment manufactured by it and services provided by it will be free from defects in material and workmanship, for the duration of the specified Warranty Period. For new equipment, a period of twelve (12) months from the date of initial operation not to exceed eighteen (18) months from shipment, whichever first occurs; for parts and services, six (6) months from the date of shipment; for services, six (6) months from the date of installation, inclusive of transportation and installation costs if installed by Company or six (6) months from the date of delivery exclusive of transportation and installation costs if not installed by Company (each a “Warranty Period”).  Equipment or parts manufactured by others are warranted only to the extent of the original manufacturer’s warranty to Company or Buyer.
    • If equipment, parts, or services are nonconforming, Buyer must provide prompt written notice to Company within the Warranty Period, at buyers written notice to Company within the Warranty Period, the Company will, at its option, correct such nonconformity by suitable repair or replacement to equipment or part or correction to defective workmanship. If repair or replacement is not feasible, Company will, at its option, refund the full purchase price for such equipment, part, or service.
    • Company will have no responsibility to repair or replace defective equipment, parts or service resulting from Buyer’s failure to store, install, maintain, or operate the equipment according to Company’s specific recommendations or in accordance with good industry practice. Company will not be liable for Buyers actions which are adverse to or not in accordance with good industry practices. Company will not be liable for any repairs, replacements or adjustments or any costs of labor performed by Buyer or any third-party without Company’s prior written approval. This warranty will not apply to any non-standard component which Buyer directs Company to use or add to the equipment. The effects of corrosion, erosion, deterioration occasioned by chemical and abrasive action or excessive heat, and normal wear and tear are specifically excluded from the warranty.
    • COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, EXCEPT THAT OF TITLE, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
    • Correction of defects whether patent or latent, in the manner and for the duration of the Warranty Period, will constitute fulfillment of all Company’s liabilities for such defects with respect to or arising out of equipment, parts, or services provided hereunder. Warranty work does not assure uninterrupted operation of equipment.
  • Engineered to Order (ETO) and Equipment Cancellation, If Buyer cancels an order, Buyer will pay a cancellation fee to Company in an amount equal to Company’s direct out of pocket costs incurred plus a percentage of the order value to cover sales and administrative expenses. The percentage is based on the proportion of time which has elapsed from the date the order is placed to the originally scheduled shipment date as follows:

Percent of time elapsed from PO date to scheduled ship date

Cancellation fee % of PO Value

0 – 10%

5%

11 – 20%

15%

21 – 30%

25%

31 – 40%

35%

41 – 50%

45%

51 – 60%

55%

61 – 70%

65%

71 – 80%

75%

81 – 90%

85%

91 – 100%

95%
  • Limitation of Liability, THE REMEDIES OF BUYER SET FORTH HEREIN ARE EXCLUSIVE, AND THE TOTAL LIABILITY OF COMPANY WITH RESPECT TO THIS CONTRACT, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE FOR THE EQUIPMENT, PART OF SERVICE THAT IS THE BASIS FOR THE CLAIM.
    • IN NO EVENT WILL COMPANY BE LIABLE TO BUYER, ANY SUCCESSORS IN INTEREST, OR ANY BENEFICIARY OR ASSIGNEE OF THIS CONTRACT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE ARISING OUT OF THIS CONTRACT OR ANY BREACH THEREOF, OR ANY DEFECT IN, OR FAILURE OF, OR MALFUNCTION OF THE EQUIPMENT, PART OR SERVICE HEREUNDER, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, OR OTHERWISE.
  • Assignment, Buyer will not assign or transfer a contract without the prior written consent of Company, and such consent will not be unreasonably withheld. Additionally, Buyer, under contract or written agreement, will not sell all or a substantial portion of its assets to another entity) the “Successor”) without the prior written consent of Company. In the event that Buyer does not provide such notice to Company and the business previously conducted by Buyer is or may be continued by the Successor, Buyer shall be liable for and shall pay on demand the amount of all accounts receivable due by Successor to Company arising from the date of such sale of assets to the date Company learns of such asset sale.
  • No Waiver, No waiver by Company of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Company. No failure to exercise, partial exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof.
  • Governing Law, The rights and obligations of the parties will be governed by the laws of the State of Oklahoma.
  • No Reference Required, Buyer and Company agree that each order shall constitute a separate contract, the performance of which will be governed exclusively by these Terms.
  • Price Adjustment, Quoted prices are firm for shipments scheduled not more than 360 days from the date the proposal becomes a contract. If shipments are scheduled beyond 360 days from the date the proposal becomes a contract or if shipments are delayed for the convenience of the Buyer beyond 360 days from the date the proposal becomes a contract, the quoted price will be adjusted as follows:
    • +/- Price Adjustment % = (Labor Cost % x ALL + Material Cost % x QMI)
    • ALI = Annual percentage change of Mercer or Eurostat Labor Cost indices
    • QMI = Quarterly change of the Producer Price index (PPI) (steel, iron, copper, aluminum)
    • +/- Price Adjustment % = [.4x(ALI)] + {.6[(.7xCarbon Steel) + (.2xCAst Iron) +(.05xCopper) + (.05xAluminum)]}
    • Price adjustment will only be applied in the event the calculated Price Adjustment value is +3% or higher.
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