MiniSplitShop TERMS & CONDITIONS|
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PRICES AND PAYMENT TERMS:
- Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by the buyer.
- All sales are made f.o.b. our factory and title in merchandise described upon the preceding pages hereof is transferred to the Buyer. Buyer grants to EXP Control a security interest in all merchandise delivered hereunder, or the proceeds derived from the sale thereof, to secure the performance or payment of the obligations of the Buyer hereunder. Buyer shall keep and maintain the merchandise in good order and be responsible to EXP Control for loss or damage by any cause and shall pay taxes and assessments levied against the same. In the event of Buyerís default in the payment of the goods, EXP Control may retake the goods or may take advantage of any other remedies available to a secured party under the Uniform Commercial Code of the State in which delivery is made. In such event, Buyer agrees that all sums previously paid hereunder shall be retained by EXP Control as reasonable compensation for the use of said personal property and further agrees to reimburse EXP Control for all expenses, including reasonable attorney fees incurred by EXP Control in collection of damages from the buyer.
- Unless otherwise specified on the preceding pages hereof, extra labor or mechanical facilities required to unload shall be provide by the Buyer without cost to EXP Control.
- Terms of Payment: Net 10th Prox subject to credit approval unless otherwise specified on the preceding pages hereof. If, in the judgment of EXP Control, Buyerís financial condition does not justify the terms of payment specified, EXP Control reserves the right to require payment before shipment or delivery.
- Every delivery shall be considered for billing purposes a separate and independent transaction and payment therefore shall be made accordingly. In the event that Buyer fails to make payment for merchandise made hereunder, in accordance with the terms hereof, EXP Control in its absolute discretion shall have the right to refuse to make any further deliveries of merchandise pursuant to this agreement.
- EXP Control shall deliver the merchandise in accordance with the delivery schedule agreed to by the parties to this contract but, EXP Control shall not be liable for delays in delivery if occasioned by accidents or disruptions, including but not limited to fires, explosions, breakdowns of essential machinery or equipment and power shortages, transportation or storages delays, labor difficulties, or failure or delay in its usual source of supply. In addition to such causes, EXP Control shall in no event be liable for delays caused by factors beyond its reasonable control. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay. EXP Control reserves the right to allocate, in its business judgment, merchandise for its own use among customers, including customers not then under contract.
- In the event that any merchandise called for in a purchase order becomes discontinued by the manufacturer, or otherwise unavailable, EXP Control may in its discretion and without liability to the buyer, substitute an available comparable model or merchandise therefore. However, Buyer may at any time within ten (10) days after being notified of such substitution cancel so much of any purchase order as relates to such discontinued or unavailable merchandise.
LIMITATION OF LIABILITY:
- Other than the implied warranty of title, NO ORAL, STATUTORY OR IMPLIED WARRANTY, INCLUDING SPECIFICALLY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. EXP Controlís obligation in respect to said merchandise shall be limited to EXP Controlís printed warranty. Selection, application and installation are responsibilities of Buyer, not EXP Control.
- EXP Controlís liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of any goods hereunder, or their sale, operation or use, whether based on contract, warranty, tort (including negligence), strict liability, or other grounds, shall not exceed the price allowable for such goods or part thereof involved in the claim.
- EXP Control shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence), strict liability or other grounds, for special, penal, consequential or incidental damages including, but not limited to loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services or claims of customers of the Buyer for such damages.
- Except as otherwise provided in EXP Controlís printed warranty, it shall be Buyerís responsibility to promptly examine and inspect merchandise delivered and to notify EXP Control in writing within ten (10) days of delivery of any complaint that relates to such merchandise, including shortage. Failure to notify EXP Control shall constitute a waiver of the condition objectionable to the Buyer.
- In the event that by written agreement EXP Control will provide installation or other services, Buyer agrees to prepare the premises to permit the locating and placing of merchandise without obstacles or hindrances of any kind. Further, should any written agreement provide for installation, hook-up or connection of said merchandise, Buyer agrees that EXP Control is not obligated to furnish any material to complete such installation, hook-up or connection of said merchandise except that included with the merchandise in accord with EXP Control specifications or the express provisions of this agreement. In the event regulations, actions or disputes of labor unions interfere with delivery or installation beyond the point of tailgate delivery at the designated project location, such tailgate delivery shall, without further obligation to EXP Control, constitute delivery and installation.
- Buyer represents to EXP Control that the merchandise supplied hereunder shall not be sold to any customer located outside the contiguous forty eight (48) United States unless specifically authorized to do otherwise in writing by EXP Control. In selling the merchandise hereunder to the Buyer at the special prices quoted herein, EXP Control is acting in reliance upon Buyerís representation that said merchandise will be resold to the contract customer(s) and / or installed in the building project(s) shown on the preceding pages hereof. Buyer agrees that if, contrary to this representation, the merchandise is not resold to the contract customers and / or installed in the building project(s) shown on the preceding pages hereof, Buyer will inform EXP Control of that fact and EXP Control may, at its option, terminate this agreement with no further liability on EXP Controlís part. Further, if Buyer resells said merchandise as a separate item, Buyer agrees to maintain complete records of such merchandise, including model number, serial number, date of sale and name and address of the customer, and to permit EXP Control to review such records at a time scheduled with Buyer during normal business hours. Should Buyer fail to maintain to maintain such records or to permit the review as provided herein, EXP Control may, at its option, terminate this agreement with no further liability on EXP Controlís part.
- Buyer agrees to give EXP Control prompt and full cooperation in response to EXP Controlís request for action on matters reasonably identified as relating to consumer product safety issues.
- No assignment of this agreement nor rights hereunder by the Buyer shall be valid without EXP Controls express written consent.
- The terms and conditions set forth upon this and the preceding pages hereof constitute the entire and only agreement between the parties with regard to the subject matter hereof, and any representation, promise or condition, (whether set forth in printed forms utilized by the Buyer or otherwise) which is not fully set forth herein or expressly incorporated herein by reference shall not be binding on either party. No alteration or modification of the forgoing conditions shall be valid or binding upon EXP Control unless made in writing and signed on behalf of EXP Control by one of its authorized representatives.