RAM AIR ENGINEERING, INC. SERVICE TERMS AND CONDITIONS OF SALE
• TERMS AND CONDITIONS: Maintenance Contracts will automatically renew each year unless written notice of cancellation by either party by certified or registered mail is received not less than sixty (60) days prior to contract expiration. Ram Air Engineering shall bill customer a percentage of the contract price at the time contract is signed. The remainder will be billed as progress payments.
• ACCEPTANCE PRICES: Quotations by the Company are subject to acceptance without change within 30 days from the date hereof, and the prices are subject to change without notice after said 30 day period. Following acceptance by buyer the prices stated herein will be firm provided the order is immediately released by the Buyer for performance, production, shipment and/or delivery within 30 days of the date of this proposal. Any delay in performance, production, shipment, or delivery beyond such 30 day period caused by Buyer’s actions will subject prices to increase in an amount equal to the percentage increase in parts, material, and labor prices during that period of delay. In no event will prices be decreased. Labor quoted is based on a standard 8 hour working day, Monday through Friday. Overtime rates will apply to Saturdays, Sundays and Holidays. Overtime also applies to Monday through Friday after 8 hours of work period each day.
• PERFORMANCE: The Company shall be obligated to furnish only the goods and services described in its proposals, quotations and invoices. The duty to perform under any order on the part of the Company and prices and terms of payment by Buyer are subject to the satisfaction of the Company’s Credit Department of Buyer’s ability to pay and are contingent upon the nonoccurrence of strikes, accidents, fires, or any other event beyond the reasonable control of the Company. Upon disapproval of the Credit Department or upon the occurrence of any such event as aforesaid, the Company may delay performance or, at its option, renegotiate prices and terms and conditions of sale with the Buyer. If the Company elects to renegotiate and the Company and the Buyer are unable to agree on revised prices or terms, the order shall be cancelled without any liability.
• TAXES: To the prices and terms quoted add any manufacturers gross receipts, sales, or use tax, Federal, State, or Local, payable on the transaction under any applicable statute.
WARRANTY AND LIMITATION OF LIABILITY:
A) Material only sale warranty: The Company warrants for a period of 12 months from date of shipment that parts, materials, and products purchased hereunder are free from defects in material and workmanship, provided that no warranty is made against corrosion, erosion, or deterioration. The Company’s obligations and liabilities under this warranty are limited to furnishing F.O.B. factory or warehouse at Company designated shipping point, freight allowed to Buyer’s city (or port of export for shipments outside the conterminous United States), replacement equipment (or at the option of the Company parts there-fore) for all parts, materials, or products not conforming to this warranty and have been returned to the manufacturer. This “material only sale” warranty does not include labor or cost thereof to replace defective parts or make any repairs.
B) Labor and material sale warranty: The Company warrants for a period of 90 days from date of project completion to furnish the necessary labor to replace (or, at the Company’s discretion, repair) any warranted parts, materials, or products purchased hereunder found defective within said 90-day period. Parts, materials, and products furnished under a “labor and material sale” shall be warranted as described in Section V-A, above. The Company shall not be obligated to pay for the cost of lost refrigerant. Contractor does not warrant the work performed against defects in the materials or workmanship provided. However, if any replacement part or item of equipment installed by the Contractor proves defective, the Contractor will extend to the customer the benefits of any warranty Contractor has received from the manufacture. Removal and reinstallation of any equipment or materials repaired or replaced under the manufacture’s warranty will be at Customers expense and at the rates then in effect.
C) Limitation of liability on centrifugal and absorption water chiller parts: Buyer acknowledges the complexity and expense of any centrifugal and absorption water chiller equipment purchased from the Company and the need for specially trained and qualified personnel to install, service and/or repair such equipment or parts thereof to reduce the risk of damage, thereto. Accordingly, Buyer agrees to assume the entire risk of and indemnify and hold the Company harmless from and against, any and all liability and expense, including without limitation that arising from death or injury to persons or damage to property, and including all incidental or consequential dam- ages, arising out of or in connection with the installation, service and/or repair of such equipment or parts by Buyer or any person or persons other than the Company. During any start up or shut down performed by customer’s personnel if damage is caused because of improper start-up or shut-down (during or after repairs) any warranty is void. Buyer’s personnel must be certified for such type operation of equipment or warranty will be void.
D) General: No liability whatsoever shall attach to the Company until any parts, materials, products, and/or labor purchased hereunder have been completely paid for, and then said liability shall be limited to the purchase price of the parts, materials, products, and/or labor shown to be defective. There are no warranties, statutory, express or implied, in connection with the work per- formed hereunder; and sole and exclusive remedy of the Buyer for failures or defects in the work performed is to have work redone at Buyer’s expense. Under no circumstances, whether arising in contract, tort (including negligence), equity, or otherwise, will company be responsible for damages arising from loss of use, loss of profit, increased operating expense, claims of Buyer’s clients, or any special, indirect, or consequential damages. Any of buyer’s equipment exceeding manufacturer’s life expectancy will be handled as a patch repair and no warranties apply for parts or labor.
THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHETHER WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS SUPERSEDES ANY CONTRACT ATTACHMENT BY CUSTOMER.
• SHIPMENT DATE AND PROJECT COMPLETION DATES: Shipment dates and project completion dates given are estimates only. No representation to ship or complete a project in a specified time will be binding unless in writing, signed by an officer of the Company. Shipment of a “material only sale” shall be F.O.B. factory or warehouse at named shipping point with title passing to the Buyer upon delivery to the carrier by the Company.
• RETURNS: Goods may not be returned except by permission of the Company, and when so returned FOB destination and subject to 50% handling and restocking fee.
• CANCELLATION: If, following acceptance by the Buyer, all or any portion of this order is cancelled by the Buyer without default on the part of the Company or without the Company’s written consent, the Buyer shall be liable to the Company for reasonable charges based upon expenses already incurred and commitments made by the Company which, since difficult to ascertain, shall be deemed 10% of the purchase price of the goods for which the order was cancelled. Orders for nonstandard goods or the Company’s standard goods, which are to be modified or altered at the request of the Buyer are non-cancel able after the approval of such orders by the Company.
• PAYMENT: Payment terms for goods shipped, services rendered, and projects completed hereunder will be net 15 days unless contrary terms appear on the face hereof or unless otherwise expressly agreed to in writing signed by an officer of the Company. The Company reserves the right to add to any account outstanding for more than 15 days a late charge of 2% of the balance due.
• CONTROLLING TERMS AND CONDITIONS: The Company will not be bound by any printed matter on Buyer’s acceptance forms or orders which impose terms or conditions at variance with the terms and conditions herein provided and Buyer’s acceptance of this document or any of the goods delivered hereunder shall be deemed an acceptance of the items herein.
• CONTRACT ADJUSTMENT: Due to possible Labor Union wage changes and/or fuel, parts and equipment cost changes during the contract period, company may adjust contract accordingly.
HOLD HARMLESS TERMS:
A) Mold/Mildew/Bacteria Claims: Ram Air Engineering will be held harmless from claims made by buyer and any third party and interests such as Tenants, Management or Owners of properties for damage claims caused by mold, mildew, and bacteria. It is under- stood that any claims will be handled by buyer’s legal representation and all costs of attorney fees and court costs, whether such claims proceed to trial or not, will be paid for by Buyer.
B) Hazardous Materials: Ram Air Engineering will be held harmless for problems as a result of hazardous materials stored by customer in areas serviced by Ram Air Engineering. Materials, such as but not limited to, Water Treatment Chemicals, Refrigerant, Solvents stored by customer. It is understood that any claims will be handled by buyer’s legal representation and all costs of attorney fees and court costs, whether such claims proceed to trial or not, will be paid for by Buyer.