Terms and Conditions
AIR-SIDE EQUIPMENT, INC.
GENERAL TERMS AND CONDITIONS as of 1/01/2010
All proposals from Air-Side Equipment, Inc. (Air-Side, Seller) are good for 30 days from the proposal date. All orders must be released for shipment within 120 days from the proposal date.
Proposals from Air-Side Equipment, Inc. do not include any taxes of any kind. The Buyer is responsible for paying all taxes. Where Air-Side is responsible for collecting local, state, or federal taxes, the taxes will be added to the quoted price.
Where the project is tax exempt, the customer must provide a proper tax exempt form prior to the order being placed. If this form is not provided prior to placing the order, the Buyer must pay Air-Side for the tax and is responsible for retrieving the tax from the tax authorities on their own.
TERMS OF PAYMENT:
Unless otherwise stated herein, the standard terms are net 30 days subject to final credit approval. If credit cannot be established then terms are payment in advance. If Buyer fails to comply with any terms of payment or requirements to secure payment, Air-Side Equipment reserves the right to withhold further deliveries or terminate the Agreement and any unpaid amount shall thereupon become immediately due. Should the purchaser delay payment beyond limits defined herein, then interest will be charged at the rate of 1.5% per month on any unpaid balance. Acceptance of the proposal is acceptance of the Buyer to pay finance charges and all reasonable attorney fees incurred by Air-Side Equipment, plus any other reasonable cost associated with Air-Side Equipment enforcing its rights under this agreement.
If Buyer’s credit is impaired at any time (at sellers judgment) , Seller shall have the right to delay shipment or cancel the order.
Air-Side Equipment, Inc. extends to the Buyer the manufacturer’s warranty (copies available upon request) and the manufacturer’s warranty is in lieu of any warranties contained in any applicable project condition, plans, or specifications unless specifically stated otherwise. Air-Side Equipment, Inc. makes no other warranties, expressed or implied, as to any matter whatsoever, including, without limitation, the conditions of the equipment, its merchantability or fitness for a particular purpose. Air-Side Equipment shall not be liable for any damages by reason of failure of the equipment to operate or a faulty operation of this equipment. Air-Side Equipment shall not be held responsible for any direct, incidental or consequential damages or liquidated damages or losses (included but not limited to loss of use, income, profit or production, or spoilage or increased cost of operation) resulting from the installation, operation, or use of the equipment. :
All freight shipments are shipped F.O.B. factory. Standard delivery freight is generally included in the price, except when express shipments are required by the Buyer, the additional cost will be billed to the Buyer. This will be as noted on the quotation.
When material is shipped, the freight company assumes all responsibility for shortages or damage to the materials. Air-Side Equipments’ responsibility ceases upon delivery of goods in good order to the freight carrier. Claims for factory shortages and damaged products will not be considered unless made in writing to Air-Side Equipment within five days after receipt of the goods and accompanied by reference to our bill of lading and factory order numbers. As all goods are shipped at customer's risk, any clams for damage or shortage in transit must be filed by Buyer against the transportation company. All freight shipments are shipped FOB Factory.
Air-Side Equipment shall not be held liable or deemed in default if prevented from performing any of the obligations of the Agreement due to causes beyond its reasonable control such as fire, flood, drought, act of God, war, riot, strikes, labor troubles, lockouts, epidemics, quarantines, delays in transportation, shortage of or inability to obtain fuel, labor or material, embargo, or governmental orders of actions which in any way interfere with the purchase or manufacture or flow of the necessary material, or any other circumstances beyond the reasonable control of the Seller.
No penalty clause of any kind will be effective unless agreed to in writing by an officer of Air-Side Equipment.
Should any order be cancelled through no fault of Air-Side Equipment, the Buyer is responsible for all expenses incurred up to that point.
RETURN OF GOODS:
Goods may not be returned except by written permission of a representative of Air-Side Equipment, Inc., and when so returned shall be subject to restocking fees, handling fees, and transportation charges.
The title to all material and/or equipment shall remain with Air-Side Equipment, Inc. until the purchase price thereof is paid in full.
LIMITATION OF REMEDY:
Air-Side Equipment shall have no liability for any damages caused by negligence, accident, misuse, improper storage, improper installation, improper service, maintenance or operation. Air-Side Equipment’s liability (whether under theories of warranty, negligence, strict liability or contract) is limited solely to the repair or replacement of the equipment or its’ parts by Air-Side Equipment or its duly authorized representative, or at Air-Side Equipment’s option and in its sole discretion, refund of the purchase price, and the foregoing shall be the sole and exclusive remedy against Air-Side Equipment, Inc.. Buyer shall have no rights to consequential or incidental damages or to any remedy not hereinbefore described. Any claim by the Buyer against Air-Side Equipment, Inc. with respect to the goods is deemed waived by Buyer unless submitted to Air-Side Equipment, Inc. in writing within ten (10) days of the date Buyer discovered or by reasonable inspection should have discovered, the basis for such claim.
The foregoing terms and conditions and the transactions contemplated hereby shall be governed by the laws of the State of Louisiana, and the purchaser expressly submits itself to the jurisdiction or a Louisiana state court of appropriate jurisdiction or the United States District Court for the Middle District of Louisiana to resolve any claims arising under the purchase and sale of goods contemplated hereby.
The waiver by Air-Side Equipment of any term, provision, or condition hereof shall not be construed to be a waiver of any other term, condition of or visions hereof, nor shall such waiver be deemed a waiver of subsequent breach of the same condition or provision. In the event Buyer shall default in its obligations under this Agreement, Buyer shall be liable for Air-Side Equipment's cost of collection, including reasonable attorney's fees.