Terms and Conditions of Sale
Air Flo Spray Equipment Co. (“AIR FLO”) does business with its Customers under the terms and conditions set forth herein, which are legally binding upon the parties.
1. APPROVAL OF ORDERS: All orders must be in writing. No verbal orders will be accepted. All Customer purchase orders for Products are subject to acceptance by AIR FLO. Any statement in a purchase order document that is not expressly approved or acknowledged in writing by AIR FLO will not be considered a part of the agreement between the parties.
2. TERMS OF SALE: Invoices will be issued and dated as of the merchandise shipment date. Customers to whom AIR FLO extends credit must pay for Products in full within established payment terms noted on the invoice. Customers may not make deductions or offsets of any kind from payments due AIR FLO unless such Customer has received expressed written permission to do so. All sales orders will be subject to stock availability. Requests for order changes and cancellations must be in writing and received by AIR FLO within 24 hours of placement of Order. Customer will be responsible for paying AIR FLO costs plus 10% of the Order price the time of cancellation. All sales are made to Customers on a non-exclusive basis. Further, AIR FLO shall have the right, from time to time at its option, to supply Products directly to consumers for promotional purposes. AIR FLO may at any time add, change or cease making available any Product without notice to Customer, and Customer shall have no claim against AIR FLO for failure to furnish Products of the model, design or type previously sold or for failure to install modification in Products previously sold. In addition, AIR FLO, by delivering written notice to Customer, may at any time change its financial requirements or its warranty or service policies without incurring any liability to Customer.
3. PRICES AND PAYMENT: Payments must be remitted to the payment address noted on the AIR FLO invoice. AIR FLO shall have the right to change prices on Products at any time without prior notice, except with respect to orders which have been accepted by AIR FLO prior to such price modifications. Prices for Products exclude all taxes. Customer shall pay all taxes imposed on either party by virtue of the Order. Customer shall provide AIR FLO with exemption certificates for all re-sales. AIR FLO will invoice Customer for any taxes that AIR FLO is legally obligated to collect from Customer.
4. DELIVERY: Regardless of the actual shipment date, Customer will not be excused from its obligation to pay for Products shipped or for any of its other obligations. AIR FLO SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR FAILURE TO FILL ORDERS, DELAYS IN DELIVERY OR ANY ERROR IN THE FILLING OF ORDERS. AIR FLO will choose the ground carrier for shipping Products. AIR FLO’s responsibility for delivery will cease when carrier signs for shipment to destination as specified. AIR FLO may make partial shipments on Customer orders, which shipments may be separately invoiced and shall be paid for when due, without regards to subsequent shipments. Delay on shipment or delivery of any particular installment shall not relieve Customer of its obligation to accept the remaining installments. Regardless of the party paying freight charges, all risk of loss or damage in transit will be borne by Customer. All claims for damage to, or loss of, Products must be made by Customer directly to the carrier or its insurance company, as the case may be.
5. SHIPPING COSTS: Unless otherwise agreed to in writing on the front of this Order, Customer bears all shipping costs. Orders calling for special handling will be assessed a 5% handling charge.
6. CLAIMS AND ADJUSTMENT / REPLACEMENT: Claims for adjustments on defective Products due to fault of AIR FLO must be made to AIR FLO within fourteen (14) days of receipt of shipment. AIR FLO will accept returns of defective Products for credit or replacement only with prior written authorization from AIR FLO. The Customer must contact AIR FLO to obtain any additional handling instructions and to request return authorization. Any returns received without AIR FLO’s authorization will be refused and returned to Customer at Customer’s expense. Credit or replacement will be issued only after Products are inspected and approved. EXCEPT FOR THE FOREGOING, AIR FLO HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY WITH REGARD TO ANY CLAIM OF INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 (3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATUTE OR CODE RESPECTING PRODUCTS IS EXPRESSLY EXCLUDED. AIR FLO HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT PRODUCTS ARE COMPATIBLE WITH ANY COMBINATION OF NON AIR FLO PRODUCTS USED IN CONNECTION WITH THE PRODUCTS.
7. DEFAULTS & ATTORNEYS FEES & COSTS: If Customer becomes delinquent in payment obligations or other credit or financial requirements, or if in the opinion of AIR FLO, Customer’s credit becomes impaired, AIR FLO may (a) declare all sums immediately due and payable, notwithstanding any credit terms previously in effect, (b) refuse any order placed by Customer, (c) cancel any accepted orders or delay shipment of any order, (d) require Customer execute a promissory note(s), security agreement(s), financial statement(s) and such other instruments as AIR FLO, in its sole discretion, deems necessary for AIR FLO’s protection, and (e) require all payments be on a cash-in-advance basis even if credit was already extended to Client. In the event Customer fails to make payment in full or becomes delinquent in its payment obligations or other credit or financial requirements, Customer agrees to pay AIR FLO all reasonable collection costs and all reasonable attorney’s fees and costs incurred by AIR FLO in any demand for payment, collection, claim, action, lawsuit or appellate proceeding and in executing on any judgment.
8. LIMITATION OF LIABILITY: THE LIABILITY OF AIR FLO, IF ANY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER, REGARDLESS OF LEGAL THEORY, WILL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES WILL AIR FLO BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATIVE TO THE PRODUCT OR ANY ORDER OF PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR COMPENSATION, REIMBURSEMENT OR LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, COST OF CAPITAL, OR FOR ANY OTHER REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE CLAIMS OF ANY THIRD PARTY. AIR FLO and Customer will be excused from any default in their obligations hereunder, other than the payment of money due, resulting from any act or event beyond their reasonable control or responsibility, including, but not limited, acts of God. CUSTOMER’S REMEDY FOR ANY AND ALL ECONOMIC DAMAGES SHALL BE STRICTLY LIMITED AS STATED HEREIN.
9. MISCELLANEOUS: These Terms and Conditions contain the entire agreement between AIR FLO and Customer and supersede all prior negotiations and agreements, whether oral or in writing, as to the subject matter hereof. If any provision hereof is determined to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions will remain in full force and effect. This Order shall be governed by and interpreted in accordance with the laws of the State of Illinois. Any action or proceeding brought in relation to this Order shall be brought in the appropriate court sitting in DuPage County, Illinois. Each of the parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action and agrees that any service of process may be affected anywhere in the world. This Order shall inure to the benefit of AIR FLO and its legal representatives, successors and assigns. THESE TERMS AND CONDITIONS SHALL GOVERN AND CONTROL ALL ORDERS FOR PRODUCTS, AND NO TERM, CONDITION, REPRESENTATION, OR WARRANTY APPEARING IN ANY OTHER PURCHASE ORDER, ORDER ACKNOWLEDGMENT, INVOICE, OR OTHER SALES DOCUMENTATION SHALL GOVERN OR BE APPLICABLE TO THE PURCHASE AND SALE OF PRODUCTS, AND ALL SUCH TERMS, CONDITIONS, REPRESENTATIONS, AND WARRANTIES ARE HEREBY EXPRESSLY REJECTED.