Aerovent IM-500 - Manual (Page 20)

20 Aerovent IM-500
TERMS AND CONDITIONS OF SALE
1. AGREEMENT AND ACCEPTANCE. The terms and conditions set forth in this Agreement shall constitute the entire
agreement between Twin City Fan Companies, Ltd. doing business as Aerovent (Seller) and Buyer and supersede all other
agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.
Seller’s acceptance of any offer by Buyer is expressly made conditional upon Buyer’s assent to the terms and conditions
hereof, and none of Buyer’s additional or different terms shall apply. Acceptance of Seller’s offer to sell is expressly limited
to acceptance of the terms and conditions hereof, and no other terms or conditions shall apply, unless expressly agreed to
by Seller by writing.
2. PRICE. All prices exclude federal, state, or local taxes, customs, duties, charges, consular fees, permit and license fees
and any other taxes, fees or expenses which shall be added to the price or billed separately to Buyer where Seller has the
legal obligation to collect or pay such taxes, fees, or expenses. All such taxes shall be paid by Buyer. Prices quoted are firm
for thirty (30) days unless extended in writing by Seller. Prices are firm provided release to manufacturing and shipment is
completed by Seller within one hundred and twenty (120) days of receipt of purchase order from Buyer. However, prices
may increase as a result of delays due to changes requested by Buyer or Buyer’s failure to furnish information requested.
Seller reserves the right to change this policy at any time without written notice. Seller reserves the right to charge at any
time a monthly service charge of one and one-half percent (1.5%) or the highest rate allowed by Law, whichever is lower,
on accounts outstanding more than thirty (30) days from the date of Seller’s invoice, effective as of the thirty-first (31st) day
from the date of the invoice.
3. PAYMENT TERMS. If Seller has extended credit to Buyer (as evidenced by notation to that effect on the face of this
Agreement), payment shall be due net thirty (30) days after date of Seller’s invoice. The amount of credit may be changed
and/or credit withdrawn by Seller, at any time. On any order on which credit is not extended by Seller, shipment or deliv-
ery shall only be made at Seller’s election after payment in cash with order (in whole or in part), C.O.D., or by a sight draft
upon presentation of bill of lading or other appropriate shipping documents covering each shipment. All costs of collection
shall be borne by Buyer. If shipment or delivery is delayed by Buyer, payment shall be due when Seller is ready to make the
shipment or delivery. Unless otherwise set forth on the face of the Agreement, all payments shall be made in U.S. Dollars.
If Buyer fails to fulfill the terms of payment or if Seller shall have any doubt at any time as to Buyer’s financial condition,
Seller may decline to make further deliveries except upon prompt receipt of cash or satisfactory security, as decided by Seller.
This requirement will not release Buyer from any previous obligation. Seller’s right under this Section shall be in addition
to all other rights and remedies available to Seller upon Buyer’s default. In addition, if reasonably requested by Seller, Buyer
shall establish an irrevocable letter of credit in favor of Seller, in an amount sufficient to cover the price of products and all
related expenses which are for Buyer’s account, and which includes such other terms and conditions and issued or confirmed
by a U.S. bank, as may be acceptable to Seller.
4. ORDERS. No order shall be valid until accepted by Seller at its office in Minneapolis, Minnesota. U.S.A.
5. FORCE MAJEURE. Seller shall not be liable for any delays in the delivery of orders or any other failure to perform,
due in whole or in part, directly or indirectly, to fire, storm, flood, earthquake, war, insurrection, labor disputes or shortages,
act of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers,
embargo, government order or directive, or any other circumstance beyond Seller’s reasonable control. Buyer agrees that
Seller shall not be liable for any direct, indirect, consequential, or special damages that may result from any such delays.
6. DELIVERY TERMS; RISK OF LOSS. Unless otherwise agreed to in writing by the Seller, all deliveries shall be F.O.B.
Seller’s factory. Seller will attempt to meet the requirements of Buyer’s delivery schedule but shall be obligated only to the
delivery schedule shown on the order acknowledgment and Seller shall not be in default of performance due to a delay of
reasonable duration resulting from any cause. All delivery expenses, including transportation, freight, insurance, and any other
shipping costs, and risk of loss during delivery and transportation, shall be for the account of Buyer. Claims for damages
in transit must be assessed against the carrier. Unless otherwise instructed, selection of carrier and routing of all shipments
shall be at Seller’s discretion. All boxing and packaging charges for sales shall be added to the price. When special packaging
is specified for domestic or export sales involving greater expense than that customarily supplied, a charge may be made to
cover such extra expense. Shipment dates for export sales are approximate and are subject to receipt of all necessary Buyer
information, letter of credit, if required, and all necessary licenses, permits and other documents.
7. INSPECTION AND ACCEPTANCE. Buyer must inspect delivered products and report claims for damages or short-
ages in writing within ten (10) days of delivery or the products shall be deemed irrevocably accepted and such claims be
deemed waived.