1. General. The terms and conditions stated herein are applicable to all orders accepted by Clean Air Specialists, Inc. (CAS) or any subsidiary of CAS.
2. Prices. Prices are quoted in U.S. dollars and are firm and may be accepted only within 30 days from the date of quotation by CAS. Quotations do not include taxes unless otherwise noted. Orders accepted prior to any price increase will be invoiced as quoted provided CAS is allowed to ship under its normal delivery schedule. CAS may adjust prices on any order changed by the Purchaser after acceptance of the order by CAS.
3. Cancellations. Orders canceled by the Purchaser are subject to a cancellation charge that may include engineering services, work in progress, special purchased parts charges, and other similar charges, and will be based on the percentage of work completed at the time of cancellation.
4. Shipping Schedules. CAS will not be liable for any loss or damage from delays in shipping beyond CAS' reasonable control. Shipments delayed at Purchaser's request will be invoiced and dated on the day shipment is ready, CAS will add a service charge of 1 1/2% per month (but not more than legally permitted). CAS reserves the right to make partial shipments and to invoice pro-rata upon such shipments.
5. Electrical Equipment and Installation. Electrical equipment includes only those electrical components referred to in the quotation. Changes to electrical equipment to comply with any laws or regulations are the Purchaser's responsibility unless CAS specifically agrees in writing to meet such laws or regulations. Start-up service is available from CAS at per diem rates plus lodging and travel expenses, but installation or start-up is not included unless specifically quoted.
6. Acceptance and Testing of Equipment. Unless otherwise provided in CAS' quotation, Purchaser will upon delivery inspect and test the equipment and notify CAS within 30 days of shipment of any nonconformity discovered. Failure to give such notice constitutes an irrevocable acceptance of the equipment, and Purchaser will be bound to pay for the equipment. Upon notification of a nonconformity as above provided, CAS at its option will either repair the equipment and correct its performance or will accept the prepaid return of the equipment and refund all payments made to CAS for the equipment, excluding payments for freight, rush charges or start up services. No materials will be accepted for return without prior written consent and instruction from CAS. SUCH REPAIR, CORRECTION OR RETURN CONSTITUTES PURCHASER'S EXCLUSIVE REMEDY PRIOR TO ACCEPTANCE FOR ANY SUCH NONCONFORMITY.
7. Damage from Fire or Explosion. To minimize the risk of fire or explosion, proper installation, operation and maintenance of CAS equipment is critical. Since installation, operation and maintenance are beyond the control of CAS, CAS disclaims any liability or responsibility for damage from fires or explosions regardless of origin. CAS recommends that all air pollution control and dust collection equipment and installation conform to all applicable codes, laws and regulations including the addition of appropriate fire protection systems or explosion venting when and where required. Installation of CAS equipment should be by a licensed contractor that is experienced in potential fire and explosion hazards as well as all related codes, laws and regulations.
8. Risk of Loss. Quotations are F.O.B. place of shipment unless otherwise noted. The risk of loss of the equipment shipped will pass to Purchaser upon CAS' delivery of the equipment to a carrier. Claims for damage in shipment must be filed by the Purchaser with the carrier.
9. Warranty. CAS warrants to the original purchaser that all equipment will be free from defects in materials and workmanship for one year from the date of shipment from CAS (three years for Smokeeter® and VisionAir™ models other than CC and DC series) and that major structural components on SFC and MCB series will be free from defects in materials and workmanship for ten years from the date of shipment from CAS. This warranty applies only if equipment is properly installed, maintained, and operated under normal conditions and does not apply to damage caused by corrosion, abrasion, abnormal use or misuse, misapplication, or normal wear and tear. This warranty will be void with respect to equipment that is subject to unauthorized repairs or modifications. CAS makes no warranty as to goods manufactured or supplied by others. This warranty is subject to any limitations in CAS’ quotation and may not be modified except by a written instrument signed by the President or Vice President of Sales of CAS.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
As Purchaser's exclusive remedy for any defects in the equipment, CAS will exchange or repair any defective parts during the warranty period, provided such parts are returned, prepaid, to CAS' factory. The obligation of CAS is limited to furnishing replacement parts F.O.B. CAS' factory or making repairs at CAS' factory of any parts which are are determined, upon inspection by CAS, to be defective. In no event will CAS be responsible for labor or transportation charges for the removal, reshipment or reinstallation of the parts.
10. Limitation of Liability. IN NO EVENT WILL CAS OR ITS SUBCONTRACTORS (OR THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, AFFILIATED COMPANIES, SUCCESSORS AND ASSIGNS) BE LIABLE FOR (A) ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR INJURY TO PERSON OR PROPERTY, OR (B) IN THE CUMULATIVE AGGREGATE, ANY DAMAGES IN EXCESS OF THE COMPENSATION ACTUALLY RECEIVED BY CAS FOR THE EQUIPMENT OR SERVICES IN QUESTION.
11. Security Interest. Purchaser grants CAS a security interest in the equipment to secure payment of the balance due hereunder.
12. Attorneys' Fees. Purchaser will be liable to CAS for all reasonable expenses and attorneys' fees incurred by CAS in enforcing its rights and remedies under any agreement between Purchaser and CAS.
13. Ordinances. Any and all required licenses, certificates and operating permits will be the sole responsibility of Purchaser.
14. Miscellaneous. THESE TERMS AND CONDITIONS AND THOSE IN CAS' QUOTATION CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CAS AND PURCHASER AND MAY NOT BE MODIFIED, WAIVED OR DISCHARGED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO BE BOUND. Such terms and conditions are applicable to all orders accepted by CAS unless otherwise specifically agreed to in writing by the President or Vice President of Sales of CAS. Purchaser will be deemed to have assented to all such terms and conditions if any part of the equipment is accepted. Any additional or different terms and conditions contained in Purchaser's order or response hereto will be deemed objected to by CAS and of no effect. If any provision of these terms and conditions is determined to be illegal or unenforceable, the remaining provisions will nevertheless be binding and enforceable. Any waiver by CAS of any provision of these terms and conditions must be in writing and signed by CAS and will not constitute a waiver of any subsequent application of such provision or a waiver of any other provision. These terms and conditions will be governed and construed in accordance with the laws of the State of California, excluding conflicts of laws principles. Both parties consent to, and submit to the personal jurisdiction of, the Court of Common Pleas of Orange County, California and the United States District Court sitting in Santa Ana, California for the purpose of any judicial proceedings that may be instituted for the enforcement of these terms. Both parties agree that venue is proper in such jurisdictions.
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