AGREEMENT:
These Standard Terms and Conditions supersede all previous agreements and representations relating to the subject matter hereof, except for the terms contained in any credit application signed by the purchaser, which terms are incorporated herein by reference. These Standard Terms and Conditions are subject to change without notice. Any representation, promise, or condition in connection with the sale and/or quotation of product and/or services not incorporated herein shall not be binding upon AirSide Solutions, Inc. (hereinafter called the “Company”). For further information, contact the office of the CEO at rnelson@airsidesolutionsinc.com.
ACCEPTANCE OF ORDER:
All orders are subject to acceptance on these Standard Terms and Conditions of Sale applying to products sold by the Company. The acceptance of the Purchaser’s order is expressly made conditional on the Purchaser’s assent to the terms and conditions as stated herein. The Purchaser acknowledges and accepts the Company’s Standard Terms and Conditions of Sale by virtue of (a) the issuance of a purchase order, (b) the acceptance of a delivery (either by the Company or common carrier) or of services performed, or (c) the will-call-pick-up of product at a Company location. The Company agrees to furnish the merchandise or services covered by an agreement of sale and/or quotation only upon these terms and conditions. No waiver, alteration, or modification of the terms and conditions herein shall be valid unless made in writing and signed on behalf of the Company by an executive officer. No provisions of any purchase order or any form of acceptance used by the Purchaser which are inconsistent with or in addition to the terms and conditions hereof, except additional provisions specifying the quantity and type of the products or services, the shipping schedule, purchase price, invoicing, and shipping instructions, shall be considered applicable to the purchase of the Company’s products or services, and none of these provisions shall be binding upon the Company unless specifically accepted or approved in writing and signed on its behalf by one of its said officers.
REPRESENTATIONS:
The Company makes no representations with respect to compliance with project specifications. Any agreement of sale and/or quotations represents the Company’s best interpretation of any applicable project and the material required for the project based on specifications and/or schedules provided to us by the Purchaser or by Custom Survey. Any change to said specifications and/or schedules will void the sale and/or quotation at the Company’s option. The Company will not be liable for omissions from, nor any labor or material charges resulting from a misinterpretation of the project requirements or information provided for the materials, regardless if the information was provided by the Purchaser or not. The Company is not responsible for verification of voltages, mounting methods, ceiling types, or suspension types and lengths, or for determining if multiple ballasts are required for switching, or for any other options or variation of products. It is the responsibility of the Purchaser to determine and verify these items and any other pertinent information required to supply each particular project per plans and specifications.
SHIPPING & HANDLING:
Unless otherwise specifically provided in writing, all product sales are made FOB point of shipment with freight prepaid and charged to destinations (nearest freight station or common carrier delivery point) within the continental United States, except Alaska. All product sales made to Alaska and Hawaii are FOB point of shipment with freight prepaid and charged to port of embarkation. All transportation charges will be billed to and paid by Purchaser. In all cases, title to the products shall pass upon delivery to the carrier at the FOB point, and thereafter all risk of loss or damage shall be upon the Purchaser. Shipments are not insured unless so ordered. All claims for shortage, breakage, or damage must be filed with the carrier.
PRICES:
Prices quoted by the Company, unless otherwise specified, must be accepted within 48 hours. After 48 hours, or in the event of a Declaration of War or a National Emergency, prices are immediately subject to renegotiation. All other prices not covered by an authorized quotation are subject to change without notice.
TAXES:
The Company’s prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the prices specified by the Company in any agreement of sale or quotation, the amount of any present or future sales, use, excise, or other similar taxes applicable to the sale or use of the products shall be billed to and paid by the Purchaser in addition to the prices specified therein.
TERMS OF PAYMENT:
With respect to any invoice, Buyer shall pay the total amount due to Seller (the "Invoice Total") in full, exclusively in United States dollars, within thirty (30) days after the date of the related invoice. Buyer agrees to pay (a) interest on the unpaid portion of any past due invoice at the rate of 18% per annum, or the maximum rate permitted by applicable law, if less; and (b) all reasonable and necessary costs and expenses incurred by AirSide Solutions, Inc in collecting any amounts due and owing, including but not limited to reasonable attorney's fees and all litigation expenses.
CHANGES:
After a Purchaser’s order is received by the Company, no changes therein, whether pertaining to the quality and type of products or services ordered, their specifications, or other provisions of the order, will be approved by the Company unless the Purchaser agrees in writing to pay the Company for any applicable cost or expenses resulting from such changes or unless the Company elects to waive charges for such expenses at the sole discretion of an authorized executive officer.
RETURNS:
The Company’s permission must be obtained in writing before any products are returned to it by Purchaser for any reason whatsoever. If products are returned without such permission, Purchaser authorizes the Company, in addition to such other remedies as it may have, to hold the returned products at Purchaser’s sole risk and expense. Special-ordered materials (non-stock) are not subject to return. Standard stock materials are subject to a minimum restocking charge of 25% on authorized returns. Applicable invoice numbers must accompany returned goods.
ASSIGNMENT:
Purchaser’s assignment of his or her order, or any interest therein, or of any rights hereunder, without the written consent of the Company shall be void at the Company’s option.
PRIOR SALE:
Stock material is subject to prior sale.
DELIVERY DATES:
The Company does not guarantee delivery dates. Shipping dates given by the Company prior to shipment are estimated only, and the Company shall not be liable for failure to meet such dates for any reason, including delays in or failure of delivery by a manufacturer resulting from product shortages or other manufacturing delays or causes beyond the Company’s reasonable control. Causes beyond the Company’s reasonable control can include, but are not limited to, the following, whether in the Company’s own facilities or in any other facility affecting its supply, production, transportation, or delivery: fire, windstorm, earthquake, or other natural disaster; strikes, lockouts, or other work stoppages; wars, riots, or civil commotion; priorities or other Government allocations or controls; interference or restraint of public authority (whether lawful or not); explosion or accident; epidemic or quarantine restrictions; failure of the Company’s suppliers to deliver; shortage of raw material or labor; or any other cause, whether or not of the same kind as those here specified, which the Company cannot provide against by the exercise of reasonable diligence. In the event of any delay from such causes, shipping and/or delivery dates shall be extended to a period equal to the time lost by reason of the delay. In event of a product shortage, the Company shall have the right to allocate its available products among its customers on such a basis as it may determine at its sole discretion in the exercise of its business judgment.
PRO-RATA PAYMENTS:
Pro-rata payments are due when shipments are made or services performed and invoices rendered. If shipments are delayed by the Purchaser, payments shall become due when the Company is prepared to make shipment. Products so held for Purchaser shall be at the risk and expense of the Purchaser.
CREDIT:
All sales are subject to prior approval by the Company’s credit department and agreement to the extension of credit by the Company’s main office. If the financial condition of the Purchaser at any time does not, in the judgment of the Company, justify continued performance by the Company on the terms of payment as agreed upon, the Company may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement for its reasonable and proper cancellation charges, and in the event of bankruptcy or insolvency of the Purchaser or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily, under bankruptcy or insolvency laws, the Company shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. No credit will be issued for goods returned without the Company’s permission, and a restocking charge will be made. See the paragraph on Returns, above. All claims for shortage must be reported immediately upon receipt or shipment, or otherwise will be deemed waived.