back
     
     
  Air Systems Terms and Conditions Service  
     
 

1. GENERAL

The Terms and Conditions outlined herein shall apply to the services by Air Systems LLC (hereinafter referred to as Company) of maintenance or repair work or the sale of parts thereunder. No additional or contrary terms shall be binding upon the Company unless agreed to in writing.


2. SCHEDULE DATES & DELAYS

Schedule dates are approximate and neither party shall be liable for loss, damage, or delay due to war, riots, fire, flood, strike or other labor difficulty, acts of civil or military authority including governmental laws, orders, priorities or regulations, acts of the other party, embargo, car shortage, damage or delay in transportation, inability to obtain necessary labor or materials from usual sources, faulty forgings or castings, or other causes beyond the reasonable control of such party. In the event of delay in performance due to any such cause, the schedule dates or time for completion will be adjusted to reflect the actual time as may be necessary to properly reflect the delay. The Purchaser's receipt of services or parts shall constitute a waiver of any claims to delay.

3. ASSIGNMENT

Neither party shall assign or transfer this contract without the prior written consent of the other party.

4. TAXES

The prices do not include any present or future Federal, State or Municipal sales, use, gross receipts, property, or other similar type tax with respect to any material, erection equipment or services covered hereby. If the Company is required by applicable law or regulation to pay or collect any such type tax or taxes on account of this transaction or the material or equipment or services covered hereby, then such amount of tax shall be paid by the Purchaser in addition to the prices herein provided for.

5. INSURANCE

With respect to the performance of repair work at Purchaser's facility, the Company's personnel shall be properly covered with insurance in the areas of Worker's Compensation, Public Liability and Automobile Insurance where the use of a vehicle is required. A certificate confirming this insurance coverage is obtainable upon request.
To the extent any loss and/or damage is recoverable by insurance proceeds under Purchaser's insurance policies, Purchaser waives its and its insurers' rights to recover for such loss and/or damage against the Company.

6. WARRANTY

The Company warrants that services, including parts manufactured by the Company and furnished under this contract, will be free of defects in material and workmanship for a period of six months from the date of installation, inclusive of transportation and installation costs if installed by the company or authorized distributor (or six months from date of delivery exclusive of transportation and installation costs if not installed by Company), and at its option, shall either repair or replace such parts, provided the Purchaser promptly notifies the Company of defects therein, within said period. The Company makes no performance warranty and the effects of corrosion, erosion and normal wear and tear are specifically excluded from the Company's warranty.
THE COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT THAT OF TITLE, AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

7. LIMITATION OF LIABILITY

The remedies of the Purchaser set forth herein are exclusive, and the liability of the Company with respect to this contract or the services or parts furnished under this contract shall not exceed the contract price of such services or the part upon which such liability is based. The Company and its suppliers or subcontractors shall in no event be liable to the Purchaser, any successors in interest or any beneficiary of this contract for any consequential, incidental, indirect, special, loss profits or revenue or punitive damages arising out of this contract or any breach thereof, whether based upon loss of use, lost profits or revenue, interest, lost goodwill, work stoppage, impairment of other goods, loss by reason of shutdown or non-operation, increased expenses of operation, cost of purchase of replacement power or claims of Purchaser or customers of Purchaser for service interruption, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise.

8. NUCLEAR LIABILITY

In the event that the services or parts furnished hereunder are to be used in a nuclear facility, the Purchaser shall, prior to such use, arrange for insurance or governmental indemnity, protecting the Company against liability and hereby releases and agrees to indemnify the Company and its suppliers for any nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due, in whole or in part to the negligence or otherwise of the Company or its suppliers.

 
     
     
     
     
     
     
     
     
  Air Systems Terms and Conditions Equipment Sales  
     
 

1. TERMS AND CONDITIONS OF SALE - This proposal and any resulting order shall be governed by Air Systems LLC Company Terms and Conditions of Sale, Form LD-102 (LD-109 for Canada and LD-110 for all other International), attached hereto and incorporated by reference. Unless previously agreed to in writing, any different Terms & Conditions appearing on the PO, including preprinted terms, shall not be accepted and may cause delays in acceptance of the Purchase Order.

2. TERMS OF PAYMENT - For Orders $99,999 and below: Net 30 days from date of shipment.

For Orders $100,000 and Over:

30% of order value invoiced on Ingersoll Rand acceptance of Purchase Order

30% of order value invoiced 8 weeks from Ingersoll Rand Acceptance of Purchase Order

40% of order value invoiced on Shipment of Equipment

All invoices are due Net 30. All payments are to be made in U.S. Dollars. Above percentages apply to the entire PO value. Pro rata payments on the last milestone to apply as shipments are made. Progress Payments on any specific installations will be included in our proposal. Please included specific Progress Payments on your Purchase Order. Missing or different Payments Terms on the Purchase Order may cause delays in acceptance of the Purchase Order.

3. SHIPMENT - Shipments will be made in (see proposal) weeks after acceptance of the PO by Air Systems LLC and receipt of complete information necessary for manufacturing. All Shipments are FOB Shipping Point. Freight will be charged at the rate quoted if shown on a separate line on the Purchase Order. Otherwise, freight will be added to the PO value on each shipment invoice. Any different shipment or freight terms on the Purchase Order may cause delays in acceptance of the Purchase Order.

4. DRAWINGS - Drawings will be submitted in (see proposal) weeks after acceptance of the PO by Air Systems LLC and receipt of complete information necessary for manufacturing.

5. PRICE POLICY - Prices are firm for shipments scheduled not more than 360 days from date of order. If shipment is scheduled beyond 360 days from the date of order, escalation is required. (For current escalation policies, refer to your local Air Systems LLC representative).

All proposals are valid for a period not to exceed 60 days from the date of Proposal. The Company reserves the right to amend such Proposals at anytime. All orders are considered taxable unless a valid tax exemption certificate is supplied at the time of order.

6. SCOPE CHANGES - Price and lead times are based on the accompanying quote. Changes to this scope either at time of order or any time before delivery may result in changes to price and / or lead time.

7. CANCELLATION & ORDER HOLDS - as specified in Forms LD-102 and LD-109.

8. PURCHASE ORDER - Please reference the quotation number and revision level provided by Air Systems LLC on your PO.

9. VERSION - Form 3814 03.18.2010

 
     
     
     
     
     
     
     
     
  Air Systems Terms and Conditions Compressed Air Products  
     
 

1. GENERAL - The Terms and Conditions of Sale outlined herein shall apply to the sale by Air Systems LLC (hereinafter referred to as Company) of products, equipment, and parts relating thereto (hereinafter referred to as Equipment). It shall be understood that the Company's proceeding with any work shall be in accordance with the terms and conditions outlined herein.

The Company will comply with applicable laws and regulations in effect on the date of the Company's proposal as they may apply to the manufacture of the Equipment. Compliance with any local governmental laws or regulations relating to the location, use or operation of the Equipment, or its use in conjunction with other equipment, shall be the sole responsibility of the Purchaser. The Company shall not be bound by any contract or any modification thereto until approved in writing by an officer of the Company. The contract, when so approved, shall supersede all previous communications, either oral or written.

2. TITLE AD RISK OF LOSS - Title and risk of loss or damage to the Equipment shall pass to the Purchaser upon the tender of delivery F.O.B. manufacturing facility unless otherwise agreed upon by the parties, except that a security interest in the Equipment shall remain in the Company, regardless of mode of attachment to realty or other property, until full payment has been made thereof, and Purchaser shall adequately insure the Equipment against loss or damage from any cause wherein the Company shall be named as an additional insured.

3. ASSIGNMENT - Neither party shall assign or transfer this contract without the prior written consent of the other party.

4. DELIVERY AND DELAYS - Delivery dates shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of "time is of the essence." The Company shall not be liable for any loss or delay due to causes beyond the reasonable control of the Company. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be adjusted to reflect the actual length of time lost by reason of such delay. The Purchaser's receipt of Equipment shall constitute a waiver of any claims for delay.

5. TAXES - The price does not include any present or future Federal, State, or local property, license, privilege, sales, use, excise, gross receipts or other like taxes or assessments applicable to this transaction or any services performed hereunder. Such taxes will be itemized separately to Purchaser. The Company will accept a valid exemption certificate from Purchaser. If exemption certificate is not recognized by the governmental taxing authority, Purchaser agrees to promptly reimburse the Company for any taxes which the Company is required to pay.

6. PATENTS - The Company shall defend the Purchaser against any proceeding based upon a claim that the Equipment manufactured by the Company, and furnished under this contract, infringes any patent of the United States of America, providing the Company is promptly notified in writing and given authority, information and assistance for defense of same; and the Company may, at its options, procure for the Purchaser the right to continue to use said Equipment, or modify it so that it becomes non-infringing, or replace the same with non- infringing equipment, or remove said Equipment and refund the purchase price. The Company does not accept any liability whatsoever in respect to patents claiming more than the Equipment furnished hereunder, or claiming methods and processes to be carried out with the aid of said Equipment. The foregoing states the entire liability of the Company with regard to patent infringement.

7. WARRANTY - The Company warrants that the Equipment manufactured by it and delivered hereunder will be free of defects in materials and workmanship for a period of twelve months from the date of placing the Equipment in operation or eighteen months from the date of shipment, whichever shall first occur.

The Purchaser shall be obligated to promptly report any failure to conform to this warranty, in writing to the Company within said period, whereupon the Company shall, at its options, correct such nonconformity, by suitable repair to such Equipment or, furnish a replacement part provided the Purchaser has stored, installed, maintained, and operated such Equipment in accordance with good industry practices and has complied with specific recommendations of the Company. Company reserves the right to take possession of or direct Purchaser to return any replaced parts, which shall become Company property. Accessories or equipment furnished by the Company, but manufactured by others, shall be passed on to the Purchaser. This warranty shall not apply to any component which Purchaser directs Company to use in or add to the Equipment, and which would not otherwise be used or added by the Company. The Company shall not be liable for any repairs, replacements, or adjustments to the Equipment or any costs of labor performed by the Purchaser or others without the Company's prior written approval.

The effects of corrosion, erosion, and normal wear and tear are specifically excluded. Performance warranties are limited to those specifically stated within the Company's proposal, and the Company's obligation for meeting such performance warranties shall be to correct in the manner and for the period of time provided above.

THE COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT THAT OF TITLE, AND ALL IMPLIED WARRANTIE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

Correction by the Company of nonconformities whether patent or latent, in the manner and for the period of time provided above, shall constitute fulfillment of all liabilities of the Company for such nonconformities, with respect to or arising out of such Equipment. The Purchaser shall not operate Equipment which is considered to be defective, and any such use of Equipment will be at the Purchaser's sole risk and liability.

8. LIMITATION OF LIABILITY - The remedies of the Purchaser set forth herein are exclusive, and the liability of the Company with respect to this contract, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise, shall not exceed the purchase price of the unit of Equipment upon which such liability is based.

The Company and its suppliers shall in no event be liable to the Purchaser, any successors in interest or an beneficiary or assignee of this contract for any consequential, incidental, indirect, special, loss profits or revenue or punitive damages is based on contract, warranty, negligence, indemnity, strict liability or otherwise.

9. DELIVERY DELAY - In the event Purchaser delays or extends the delivery date for any of the Equipment sold hereunder, beyond the original scheduled delivery date, Purchaser agrees to pay Seller, as a storage fee, an amount equivalent to one and one half percent (1.5%) of the total purchase order value per calendar month or fraction thereof (calculated and charged on a per day basis) for the period during which delivery is extended or delayed beyond the original scheduled delivery date (the "Storage Fee"). Additionally, in the event that Company is performing installation service, if, at the time of delivery, the Purchaser's location is not ready or is unsafe for installation; Company reserves the right not to begin or to discontinue the work. In such event, Company may charge Purchaser an amount equivalent to the Storage Fee set forth above until such time that the location is ready and safe, as determined by Company, for installation services.

10. ORDER CANCELLATION - In the event Purchaser's termination of a purchase order ("PO"), the Purchaser shall pay to Company a cancellation fee in an amount equivalent to Company's actual direct out of pocket costs incurred plus a percentage of the PO value, as outlined below, to cover sales and administrative expenses. The percentage is based on the proportion of time which has elapsed from the date of the Purchase Order, to the originally schedule shipment date, as follows:

Percent of time elapsed from PO date to scheduled ship date

0-10% 11-20% 21-30% 31-40% 41-50% 51-60% 61-70% 71-80% 81-90% 91-100%

Cancellation fee % of PO Value 5%

15% 25% 35% 45% 55% 65% 75% 85% 95%

11. NUCLEAR LIABILITY - In the event that Equipment sold hereunder is to be used in a nuclear facility, the Purchaser shall, prior to such use, arrange for insurance or governmental indemnity protecting the Company against liability and hereby releases and agrees to indemnify the Company and its suppliers for any nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due, in whole or in part to the negligence or otherwise of the Company or its suppliers.

12. GOVERNING LAW - The rights and obligations of the parties shall be governed by the laws of the State of North Carolina excluding any conflicts of law provisions. The United Nations convention on contracts for the international sale of goods shall not apply to this agreement.