TERMS AND CONDITIONS OF SALE
- ACCEPTANCE: All quotations are valid for 30 days unless otherwise stated. For the purposes of these terms and conditions Seller includes CUSTOM CONTROLS OF ARIZONA, INC. The nature of our business is such that we handle for our customers a large number of orders, many of which specify terms and conditions which would add to, or differ from, those set forth herein. To negotiate individually with respect to these terms and conditions, which vary from customer to customer, would seriously interfere with our service to all our customers. Consequently, notwithstanding any terms or conditions which may appear on the Customer’s order, Custom Controls of Arizona’s products are offered for sale only, on the conditions and terms contained herein. Acceptance of Customer’s order is made only on the expressed understanding and condition that insofar as the terms and conditions of this acceptance, quotation or acknowledgement conflict with any terms and conditions of Customer’s order, the terms and conditions of this document shall govern irrespective of whether the Customer accepts these conditions by a written acknowledgement, by implication or acceptance and payment of goods hereunder. Seller’s failure to object to provisions contained in any communications from Customer shall not be deemed a waiver of the provisions of this document.
- COMPLIANCE WITH LAWS: Seller, to the best of his knowledge and belief, is complying with all State and Federal laws, orders and regulations applicable to the manufacture of the articles ordered.
- PRICES: The price of any article scheduled for shipment on a date beyond a period of six (6) months from date of receipt of Customer’s order, is subject to increase or decrease by Seller, unless otherwise agreed to in writing. Prices are F.O.B. Seller’s manufacturing plant, unless Seller otherwise specifies. Additional services are subject to charge at Seller’s standard rates. Prices include ordinary packing only, unless otherwise specified.
- TRANSPORTATION AND DELIVERY: Unless Seller otherwise specifies, delivery will be made F.O.B. Seller’s manufacturing plant, title and risk of loss shall pass to Customer at the point. Seller shall have the right to change means of transportation and to route shipment when specific instructions are not included with Customer’s order. When Customer’s shipping instructions are vague, such as “ship best way” or “ship cheapest way”, Seller shall not accept nor be responsible for any claims for alleged excess transportation cost. Seller shall have no liability whatsoever or shall this order be subject to cancellation for delays in delivery due to act of God, civil or military riot or commotion, strikes, labor disturbance, vandalism, fire, war, insurrection, transportation, weather, federal, state or municipal orders and directions, default of supplier or subcontractor or due to any other cause beyond Seller’s control. In such an event or events causing delay for any such cause, the specified delivery date shall be extended for a reasonable length of time but not less than the period of delay.
- SPECIFICATIONS: All drawings, plans, specifications, additions and change orders must be in writing furnished by Customer subject to acceptance and approval by Seller.
- TERMS OF PAYMENT: Terms are based on Approved Credit. Invoices are payable on receipt unless other terms, negotiated and noted on the invoice. By accepting delivery of goods, Customer agrees to pay the invoiced cost for those goods, and agrees to be bound to these terms. No acceptance may vary these terms unless specifically agreed in writing by Seller. Payments on open account shall be applied to oldest invoices first. Balances 30 days or more accrue 1.5% service for each month or portion thereof such balance remains due, and Seller shall suspend all Product deliveries until Customer pays any owing amounts and any service fees derived from those amounts.
- LIMITED WARRANTY POLICY-PARTS ONLY: Seller warrants that Articles sold hereunder to be free from defects in material and workmanship. THESE EXPRESS WARRANTIES ARE THE SOLE WARRANTIES OF SELLER AND ANY OTHER WARRANTIES, EXPRESSED, IMPLIED IN LAW OR IMPLIED IN FACT ARE HEREBY SPECIFICALLY EXCLUDED. Seller’s sole obligation under its warranty shall be to repair or replace any article or part thereof, which is proved to be other than as warranted. All warranties shall expire 18 months from date of shipment by Seller OR twelve (12) months from Date of Start Up on Start Up Notification Form, whichever comes first unless otherwise specified in other written communications from Seller. Notice of claimed breach of warranty must be given within the applicable period. No allowances shall be made to Customer for any transportation, duties, brokerage fees, labor costs or parts adjustments or repairs, or any other work, unless said charges are authorized in writing, in advance, by Seller. WARRANTY REPLACEMENT DOES NOT INCLUDE SHIPPING AND/OR HANDLING.
SELLER SHALL IN NO EVENT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFIT.
If any article is claimed to be defective in material or workmanship, Seller, upon notice promptly given will either examine the Articles at its site or issue shipping instructions for return to Seller. In no event shall Custom Controls be liable for light bulbs, fuses, damages and failures due to misuse, abuse, improper installation, or abnormal conditions of temperature, dust, corrosives or failures due to operation above rated capacities, fire, water, lightning or other acts of God. All repair parts are to be supplied by Custom Controls either directly or through its authorized suppliers.
WARRANTY WILL BE CONSIDERED NULL AND VOID: If upon examination, Custom Controls determines that: Panel-mounted components/lugs were damaged during the installation of field wiring, over-torqueing of lugs, or the use of “electric” screwdrivers; Damage was caused by improper line voltage; Damage to panel component(s) was the direct result of external field device failure (i.e. Motor failure, Float Switch, Thermal Switch, etc.); Repair work was performed by someone other than Custom Controls or its authorized agent; Customer fails to notify Custom Controls of a panel/component malfunction within twenty-four (24) hours of occurrence; There is evidence of manipulation (decreasing/increasing) of the MSP overload setting; and/or Damage to panel components was caused by the manipulation of the MSP overload setting; Customer fails to report MSP tripping from overload/short circuit; Panel components are not maintained according to manufacturer’s specification: (i.e. not changing filters on panel-mounted AC unit).
The warranties shall not apply to any materials or parts thereof, furnished by Customer, or acquired from others at Customer’s request and/or to Customer’s specifications or designs.
THE FOREGOING LIMITATIONS ON SELLER’S LIABILITY IN THE EVENT OF BREACH OF WARRANTY, SHALL ALSO BE THE ABSOLUTE LIMIT OF SELLER’S LIABILITY IN THE EVENT OF SELLER’S NEGLIGENCE IN MANUFACTURE, INSTALLATION, SERVICE OR OTHERWISE, WITH REGARD TO THE ARTICLES COVERED HEREBY, AND UPON THE EXPIRATION OF THE STATED WARRANTY PERIOD, ALL SUCH LIABILITIES SHALL TERMINATE.
- CHANGE ORDERS: Customers shall have the right, by giving written notice to Seller, to make changes in the quantity, drawings, designs or specifications for the articles to be manufactured. Upon receipt of any such notice, Customer will pay a $80 handling fee for each change request made after work/engineering has begun. This excludes any additional cost if new/additional parts are required. Seller shall notify Customer as promptly as possible changes in price of, or the time required for performance of the change order and an equitable adjustment shall be made in the contract price or delivery schedule, or both, prior to incorporating said changes into the manufactured article.
- CANCELLATIONS: Orders are not subject to cancellation, complete or partial, without Seller’s written consent. Any reduction in quantities ordered shall constitute a partial cancellation subject to this clause. Where Seller consents to cancellation, settlement will be made on the following basis: Customer will pay to Seller, upon delivery, the full purchase price of all articles completed at the time Seller agrees to cancellation. Custom manufactured panels will have a 100% cancellation fee if they are in production or material has been purchased. All other panels are subject to a restocking fee of 25% of purchase order.
- PARTIAL SHIPMENTS: Seller reserves the right to make and to invoice for partial shipments of completed articles.
- TAXES: Prices do not include any present or future Federal, State or Local sales, use, excise, manufacturing, processing or importation tax, or any other tax or charge, that is or may be imposed on the articles or services covered hereby or on subsidiary articles or material incorporated therein. Any such taxes or charges will be added to the invoices as separate items, unless appropriate exemption certificates are furnished to Seller.
- FORCE MAJEURE: Seller shall have no liability whatsoever, nor shall this order be subject to cancellation for delays and delivery due to act of God, civil or military riot or commotion, strikes, labor disturbance, vandalism, fire, war, insurrection, transportation, weather, federal, state or municipal orders and directions, default of supplier or subcontractor or due to any other cause beyond Seller’s control. In such an event or events causing delay for such cause, the specified delivery date shall be extended for a reasonable length of time, but not less than the period of delay.
- GENERAL: If any clause, sentence, word or other terms of this agreement are found or declared by law or legal proceedings to be unenforceable, void or illegal, the remainder of said agreement shall remain in full force and effect and binding on the parties hereto. The terms and conditions herein contained shall, unless otherwise specifically agreed to by Seller in writing, be the sole terms and conditions governing any purchase and sales contract entered into between the Customer and Seller. Stenographical and clerical errors are subject to correction. No modification or addition to or waiver of any of the terms and conditions hereof will be effective unless agreed to in writing by Seller. This contract is made and entered into in the State of Arizona, therefore, this agreement and all amendments, additions and modifications thereto shall be governed and construed and interpreted in accordance with and by the laws of the State of Arizona and is so accepted.