ACCEPTANCE OF TERMS AND CONDITIONS
The acceptance of the Terms and Conditions contained herein is an essential prerequisite to any contract of sale made by Superior HVACR Products (“Seller”). Any offer or acceptance by Seller is made subject to the Terms and Conditions contained herein and no additional or different terms offered by Buyer shall become a part of the Agreement of Sale between Seller and Buyer unless such terms have been expressly approved in writing by an authorized agent of Seller. In the event of any conflict between these Terms and Conditions and any purchase order, or other writing between the parties, these Terms and Conditions shall control (unless such other provisions have been expressly approved in writing by an authorized agent of the Seller). If this document is an offer, acceptance of this offer is expressly limited to the terms hereof, and Seller reserves the right to withdraw this offer at any time before its acceptance by Buyer. If this document has been issued by Seller in response to a written offer made by Buyer, Seller’s acceptance of Buyer’s offer is expressly conditioned on Buyer’s assent to the additional or different terms contained herein. If these Terms and Conditions are not acceptable, Buyer shall notify Seller in writing at once. Buyer’s action in (a) accepting any goods manufactured and delivered hereunder, or (b) receiving this document without disaffirmance within three (3) business days of receipt shall constitute an unqualified acceptance by Buyer of the Terms and Conditions contained herein.
All prices do not include local, state or federal taxes. Taxes are for the account of the Buyer. Payment of shipping costs will be in accordance with the provisions on the face hereof. Payment terms appear on the face of Buyer’s invoice. All orders are subject to credit approval. Buyer agrees that if any invoice or part thereof is not paid when due, a finance charge in the amount of 1-1/2% per month (but not exceeding the maximum interest rate permitted by law) may be imposed by Seller on all amounts past due. If Seller is required to institute legal proceedings or assign the collection to a collection agency for collection of any invoice or part thereof Buyer shall be liable for all collection costs including legal fees incurred.
All delivery terms and dates are subject to the availability of the necessary shop space, transportation and production hours.
CANCELLATION / LATE CHARGE
Cancellation of order or portions thereof will not be accepted after material has been purchased or fabrication has been started and will subject Buyer to special, direct, indirect and consequential damages.
JURISDICTION AND VENUE
The validity, performance and interpretation of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and of the United States except for any such law which incorporates the United Nations Convention on Contracts for the International Sale of Goods or any other International Law. The parties agree that any controversy arising under this Agreement shall be determined by the federal or state courts situated in the Commonwealth of Pennsylvania, and both parties hereby submit and consent to the jurisdiction and venue of said courts.
The Seller will not be responsible for handling, storage, demurrage or any other transportation or accessorial service on orders for shipment outside the United States.
TOLERANCES & VARIATIONS
Unless otherwise specified by Buyer in writing on front of these Terms of Sale, all goods will be subject to tolerances and variations consistent with usual trade practices regarding dimensions, straightness, section, composition and mechanical properties and normal variations in surface and internal conditions and quality and will also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
SECURITY INTEREST; FILINGS
Seller retains a security interest in all products sold to Buyer under this agreement until the purchase price has been paid in full. Buyer upon request of the Seller will execute any documents necessary, including UCC statements to evidence Buyer’s indebtedness to Seller. Buyer authorizes Seller to file UCC statements on its behalf to perfect the Seller’s security interest.
Seller states its intention to comply with all Federal laws applicable to Seller’s performance.
Seller will not be responsible for any delay in performance due to acts of God, war, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays in transportation, shortage of cars, fuel, labor, or materials, or any cause beyond the reasonable control of the Seller.
Seller warrants to you, the first purchaser, that it will repair or replace, at its sole discretion, defects in materials or workmanship that occur and are reported to Seller, within the applicable warranty period, subject to the terms, conditions and exclusions set forth in this document. Your acceptance of delivery of the warranty product constitutes your acceptance of the terms of this limited warranty. This limited warranty gives you specific legal rights and you may have other rights which may vary from state to state.
This limited warranty is the sole and exclusive warranty from Seller and there are no express warranties which extend beyond those outlined in this limited warranty. Under the laws of certain states, there may be no implied warranties from Seller and ALL IMPLIED WARRANTIES (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE EXCLUDED AND DISCLAIMED WHERE ALLOWED BY APPLICABLE LAW. ANY IMPLIED WARRANTIES (IF APPLICABLE) ARE LIMITED TO THE SCOPE AND MINIMUM PERIOD OF TIME ALLOWED UNDER APPLICABLE LAW.
COVERAGE UNDER THIS LIMITED WARRANTY:
The limited warranty period runs for one (1) year from the date the product was shipped from Seller’s manufacturing plant to the first purchaser. This WARRANTY EXTENDS ONLY TO THE FIRST PURCHASER of the Seller’s product and does not extend to a consumer who purchases Seller’s product from a dealer or otherwise.
THIS LIMITED WARRANTY DOES NOT COVER damage caused by misuse or negligence and does not cover or apply to any product, accessory, part or attachment which is manufactured by someone other than Seller.
THE SOLE AND EXCLUSVIE REMEDY UNDER THIS LIMITED WARRANTY AND ANY APPLICABLE IMPLIED WARRANTY IS THE REPAIR OR REPLACEMENT, AT SELLER’S SOLE OPTION, OF WARRANTED PRODUCTS AS SET FORTH HEREIN. SELLER EXCLUDES AND DISCLAIMS ANY LIABLITY FOR ANY CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES RESULTING FROM THE DELIVERY, USE OR FAILURE OF THE PRODUCT (INCLUDING, WITHOUT LIMITATION, LOSS OF ANY MATERIALS STORED IN PRODUCT; ANY DISPRUPTION OF BUSINESS, DISPRUPTION OF MANUFACTURING OR OTHER OPERATIONS; LOSS OF REVENUE OR PROFIT OR DAMAGES RESULTING FROM ANY BREACH OF ANY CONTRACT BETWEEN BUYER AND ANY THIRD PARTY), OR FROM ANY OTHER CAUSE WHATSOEVER. Any legal action alleging breach of any applicable warranty coverage must be brought within one (1) year from the date the alleged breach first occurred.
If Buyer believes that any part of Seller’s product is defective, Buyer must give written notice to Seller at the address on the reverse side of this document before the expiration of the initial warranty period, giving details as to date and place of purchase, serial number and alleged defect. Seller will then give written instructions to Buyer regarding the manner in which the defective item is to be repaired or replaced. Buyer may be requested to return the item at Buyer’s expense, but no return should be made until Buyer has received written instructions from Seller. Seller will then perform under this limited warranty within thirty (30) days after the defective item is returned to Seller.
This document contains the entire limited warranty provided by Seller. The Terms and Conditions contained in this limited warranty may not be modified, altered or waived by any action, inaction or representation, whether oral or in writing, except upon the express written authority of a senior management level employee of Seller. Seller does not authorize any person or persons (except a senior management level employee of Seller) to change the terms of this limited warranty. Seller reserves the right to change or improve the design or manufacture of its products without obligation to modify any product previously manufactured.