As used in this Order, the terms (a) "Seller" shall mean Sullair and (b) "Buyer" shall mean the party executing this Order to purchase the products or services specified on the reverse side hereof and/or the party accepting delivery of Seller's products or services hereunder and (c) "product" consists of the equipment and consumable parts provided by Seller under this agreement.
- Acceptance of Orders
All orders are accepted and all sales are subject to the provisions of the Distribution Agreement or other written contracted between us under which your order is placed, or if no such agreement or written contract exist, all acceptances of orders and sales are conditioned upon Buyer’s assent to the following terms and conditions. In the event this document is construed as an offer to sell, then acceptance of such offer is limited to the following terms and conditions and Buyer is hereby notified of Sullair’s objection to any terms and conditions additional to or different from the following. The terms and conditions, if any, on the face here are incorporated herein by reference and made a part hereof as forth herein in their entirety.
- Prices and Quotation
All prices, whether shown in the Price List or in order acknowledgements, or otherwise, quoted upon, are in U.S. dollars and are subject to change without notice at any time prior to actual shipment of goods. Price increases will not, however, be applied to (a) goods covered by an order acknowledgment stipulating a shipment date within thirty (30) days after the effective date of the increase, or (b) charges on goods sold under a 90-day firm order accepted by Sullair prior to the effective date of the increase. Written quotations automatically expires, unless accepted, within thirty (30) days from the date quoted and are subject to termination by notice within that period.
Verbal quotations expire, unless accepted the same day they are made.
The price does not included any Federal, state or local property, license, privilege, sales, service, use, excise, value added, gross receipts, or other like taxes which may now or hereafter be applicable with respect to this transaction, the property, its purchase, sale, replacement, value, or use, or any other services performed in connection therewith. Buyer agrees to pay or reimburse Sullair, its subcontractors or suppliers any such taxes which Sullair, its subcontractors or suppliers are required to pay or collect or which are required to be withheld by Buyer.
The price shall also be subject to adjustment in accordance with the published price. Adjustment clauses, which price adjustment information shall supersede the terms of this Section 4, where inconsistent herewith.
Prices shown in published literature are maintained as general sources of information and are not quotations or offers to sell.
Sullair reserves the right to make corrects due to typographical, or engineering errors, or because of incomplete or inaccurate information from Buyer.
- Penalty Clause
No penalty clause of any description, in any specification of order, with the exception of Section 6 and 16, will be effective unless specifically approved in writing by a principal officer of Sullair.
Buyer shall have no right to cancel any or all portions of an acknowledged Order, or an Order that Sullair has begun to fulfill unless Sullair, at its sole discretion, agrees in writing that the specific Order or portion thereof may be cancelled. Any Sullair approved cancellation initiated by Buyer, will be contingent upon the Buyer paying cancellation charges in accordance with the Sullair Cancellation Charge Policy. Cancellation Charge Policy charges include, but are not limited to, costs and expenses incurred by Sullair resulting from the cancellation, based upon: the timing of cancellation, the type of equipment, special options specified, and the phase of production. The total amount of cancellation fees shall not exceed the Product’s purchase price. For additional details, please contact your Sullair Sales Representative or your Authorized Sullair Distributor. Sullair Distributors may access the Cancellation Policy in the Sullair Distributor Handbook.
Sullair may cancel any pending or accepted order, even after it has been acknowledged by Sullair, with no liability to Sullair.
IN THE ABSENCE OF PROPER EVIDENCE OF EXEMPTION SUPPLIED TO Sullair, if any sales, use or similar tax is payable in connection with any transactions or part thereof, between Buyer and Sullair with respect to the goods delivered, Buyer will, upon demand of Sullair pay to the amount of any such tax.
- Terms of Payment
All products are Net Thirty (30) Days from date of invoice. Past due accounts are subject to a service charge, unless otherwise expressly agreed upon in writing signed by an authorized representative of Sullair.
In the absence of any specific designation of a payment or in the event of a failure by Buyer to make timely payment under this or any other contract with Sullair, Sullair may, at its election, apply any payments by Buyer to Buyer’s various accounts in such proportion as Sullair shall deem appropriate.
If delivery is delayed by Buyer, payment shall become due on the date Sullair is prepared to make delivery.
All installment deliveries shall be separately invoiced, and paid for without regard to subsequent deliveries. Delays in delivery or nonconformities in any installment shall not relieve Buyer of its obligation to accept and pay for remaining installments.
Buyer shall comply with Sullair’s credit terms set forth in Section 17 and 18 thereof, and as announced by Sullair from time to time.
Our contract, in regard to the goods identified on the face hereon, consists in its entirety of the terms and conditions appearing in the Distribution Agreement and on the face and back of the instrument, excluding all usages of the trade and all terms and conditions of your order which are in conflict with, or which are in addition to, the terms and conditions appearing hereon. Each delivery is a separate contract. No charges in or additions to this contract shall be of any effect unless contained in a writing signed by the party claimed to be bound thereby and no chargers or additions shall be effected by the return to you, signed or unsigned, or any hereof or other forms attached to or accompanying your order which you require us to return. Except for the written contract between us, if any, under which your order is placed, no written or oral understandings, representations or warranties predating the date hereof shall have any effect, nor shall any written or oral communication from us to your predating the date hereof be deemed with respect to it. The interpretation and effect hereof shall be governed by the laws of the State of Indiana.
- Returned Material
No product may be returned without the written permission and specific shipping instructions of Sullair.
Special products built to Buyer specifications will not be accepted for return.
Only material as currently manufactured will be considered for return unless otherwise agreed upon and approved by Sullair. Products must be securely packed so as to reach Sullair without damage.
Any cost incurred by Sullair to put products in first class condition, either for resale or with any modifications to be made by Buyer’s request for return use, will be paid by Buyer.
Replaced products become the property of Sullair.
Material accepted for return is subject to restocking charge of 15% of the billing invoice, plus all transportation charges incurred by Sullair.
All such returns shall be in accordance with procedures reasonably established by Sullair, and from time to time such procedures shall be available upon request.
Orders that are witihin the scope of the Sullair annual parts return program only for Authorized Sullair Distributors may be found in Sullinet.
- Shipping and Delivery
Delivery and shipping promises are made in good faith, shipping dates appearing on acknowledgment of orders, or given the Buyer in any other manner, are approximate. Where the Buyer delays in supplying information necessary to proceeding with the order, the date of shipment may be extended accordingly, and determined by conditions at Sullair’s factory at the time when the specifications were completed.
Sullair shall not be liable for delay in delivery due to causes beyond its reasonable control, or due to acts of God, acts of Buyer, fire, strikes, or other concentrated action of workmen, compliance with import or export regulations, flood, epidemics, quarantine restrictions, war insurrection, or riots, civil or military authority, freight embargoes, car wrecks, delays or shortages in transaction, unusually severe weather or inability to obtain necessary labor, materials, or manufacturing facilities due to such causes, and in the event of any such delay the date of delivery shall be extended for a length of time as may be reasonably necessary to compensate for the delay.
All products are carefully packed for shipment, and Sullair will assume no responsibility for delay, breakage, loss, or damage after delivery in good order has been made to the carrier.
Buyer has the responsibility to inspect shipments prior to or during unloading to identify any damage and to make appropriate notations on the delivery tickets.
All claims for loss, damage, or delay must be made to the carrier by Buyer.
Claims for shortages or other errors must be made in writing to Sullair within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
- Transportation Expense
Unless otherwise stated on the face thereof, products manufactured assembled or warehoused in the continental United States are delivered F.O.B. shipping point, and products shipped from outside the continental United States is delivered F.O.B. point of entry. Where the scheduled delivery products is delayed by Buyer, Sullair may deliver such equipment by moving it to storage for the account of and at the risk of Buyer.
If Buyer requires shipment by method or routing other than that selected, Buyer shall pay any additional charges or other cost resulting from its requirement.
Cartage, stevedoring, insurance and all other transportation, handling, delivery and similar costs shall be paid by Buyer. These terms also apply where land routes are available but water transportation is specified by Buyer.
No allowance will be made in lieu of transportation if the Buyer accepts shipment at the factory freight station or otherwise supplies his own transportation.
Freight allowed to point of destination specified by Buyer will be permitted only when specifically agreed on and approved in writing by a principal representative of Sullair.
- Standard Limited Warranty and Limitation of Remedy and Damages
What Is Covered By Standard Limited Warranty
Seller warrants that its products and services are free from material defects in materials and workmanship. The duration of this warranty for each category of Seller products is as follows:
- Air-Ends (except shaft seals which are 1 year): 2 years
- Portable Compressors: 1 year
- Replacement (Spare) Parts: 90 days
The duration of this warranty is from the date of first start-up or twelve (12) months after Seller’s shipment date, whichever occurs first.
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES, IF ANY, SET FORTH ABOVE, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES IN THIS ORDER OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL WARRANTIES, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. SELLER EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY TO BUYER FOR ANY CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, LOSS OF PROFITS, INCOME, OR REVENUE, LOSS OF TIME OR INCONVENIENCE, LOSS OR DAMAGE TO ASSOCIATED EQUIPMENT, COST OF SUBSTITUTED OR REPLACEMENT EQUIPMENT, LOSS TO FACILITIES, LOSS OF CAPITAL, LOSS OF SERVICES OR COST OF REPLACEMENT AIR, POWER OR UTILITIES, THIRD-PARTY CLAIMS OR LOSSES BY BUYER’S CUSTOMERS, OR ANY OTHER INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGE ARISING OUT OF THIS ORDER OR THE OPERATION, FUNCTION OR CHARACTERISTICS OF THE PRODUCTS OR SERVICES PURCHASED HEREUNDER OR OTHERWISE PROVIDED BY SELLER.
IT IS EXPRESSLY UNDERSTOOD THAT THESE LIMITED WARRANTIES, IF ANY, ARE THE SOLE AND EXCLUSIVE REMEDY OF BUYER. IF A PRODUCT DOES NOT CONFORM TO THE WARRANTIES, IF ANY PROVIDED BY SELLER, OR IF BUYER MAKES ANY CLAIMS OR CAUSES OF ACTION AGAINST SELLER, BUYER’S EXCLUSIVE AND SOLE REMEDY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE PRODUCTS AT SELLER’S DISCRETION. IF REPAIR OR REPLACEMENT IS NOT FEASIBLE AS DETERMINED BY SELLER, SELLER MAY AT ITS SOLE OPTION REFUND THE PURCHASE PRICE FOR THE PRODUCTS.
For additional details about Sullair conditional extended warranties please contact your Sullair sales representative or your local authorized Sullair distributor. Sullair distributors may refer to WQA106 Warranty Policy Handbook and WQA119 Warranty Forms Handbook.
- Consequential Damages
Sullair shall not be liable for any consequential, contingent, special or incidental damages, claims or expenses whatsoever, which may arise as a result of the contract or otherwise.
Buyer shall defend, indemnify and hold harmless Sullair and its agents from any claims, damages or expenses, including reasonable attorney’s fees, arising or alleged to arise, from (1) any asserted deficiencies or defects in the goods caused by an alteration thereof, with or without Sullair’s consent made by Buyer, or improper handling or storage by Buyer, (2) the breach of any terms or conditions stated herein, or (3) the act or omission of Buyer, irrespective of whether such claim, damage or expense is asserted under a strict or other product liability theory or any other legal theory.
- Non-Standing Jobs
Any design requiring unusual production techniques will be charged for extra. Such jobs will be estimated and priced at Sullair’s home office.
Any and all tooling required for a particular order are to be billed to and paid for by Buyer.
- Curtailment of Production
If Sullair’s production is curtailed or suspended for any reason, deliveries may, at its option, be canceled or may be prorated during the period of curtailed production and thereafter resumed until delivery is made in full.
Any and all tooling required for a particular order are to be billed to and paid for by Buyer.
Shipments and deliveries shall, at all times, be subject to the approval and limitations set by Sullair’s credit department. Prior to any extension of credit, Buyer shall submit to Sullair an application therefore in a form acceptable to Sullair. Buyer shall execute such other instruments of documentation as Sullair shall from time to time reasonably require prior to any extensions of credit to Buyer. If buyer shall fail to make any payments in accordance with the terms and conditions thereof or of any instrument of document referred to herein, or if Sullair at any time has any doubt as to Buyer’s financial responsibility, Sullair, in addition to all other rights and remedies, but not in limitation thereof, may at its option and without notice defer shipments or deliveries hereunder, or under any other contract with Buyer, except upon receipt of satisfactory security or of cash before payment.
Upon request from Sullair, Buyer agrees to execute a security agreement covering the products sold or other assets and to perform all acts which may be necessary to perfect and assure a security position of Sullair.
A service charge will be charged on all delinquent accounts.
- Cost of Collection
Buyer shall pay all cost of collection, including buy not limited to reasonable attorney’s fees, court costs and collection agency fees involved in the collection of (a) past due accounts; (b) amounts owed to Sullair by Buyer by reason of Buyer’s breach of the Agreement, or any term or condition hereof, or any other agreement between Buyer and Sullair, (c) any amounts due for repair work not covered by Sullair’s limited warranty; and (d) any and all amounts owed by Buyer to Sullair for any other reason whatsoever.
Unless otherwise expressly agreed in writing by a duly authorized representative of Sullair and subject to the terms of any Distribution Agreement in effect between Buyer and Sullair, these terms and conditions supersede all other communications and agreements and notwithstanding any conflicting or different terms and conditions in any order or acceptance of Buyer, all sales and shipments shall exclusively be governed by these terms and conditions.
Any design, manufacturing drawings or other information or material submitted to the Buyer and not intended for dissemination by Buyer remain the exclusive property of Sullair and may not, without its consent, be copied or communicated to a third party.
This contract is not assignable or transferable voluntarily or by operation of law. The date hereon shall be prima facie evidence of the date on which this instrument was mailed or transmitted for delivery.
The provisions of any contract resulting from this order are for the benefit of the parties hereto and not for any other reason.
No waiver, alteration, or modification of any of the provision hereof shall be binding unless in writing and signed by a duly authorized representative of Sullair.
If any term of condition is found to be unenforceable by a court of competent jurisdiction, said court may sever such term or condition from this contract and the remaining terms and conditions shall be enforced by said court.
Subsequent to acceptance of this order, Sullair allows buyer limited use of the Sullair logo. Use of Sullair logos is governed by the Sullair Logo Guidelines Distribution Policy (SUL-13-225-rev3). By downloading and using a Sullair logo, you agree to abide by the terms, conditions and guidelines set forth therein. Unauthorized or improper user of the Sullair logo and other marks is not permitted.
- Force Majeure.
Seller shall have no liability or obligation to Buyer of any kind, including but not limited to any obligation to deliver products or provide maintenance or services, arising from any delay or failure to perform all or any part of this Order as a result of causes, conduct or occurrences beyond Seller's reasonable control, including, but not limited to, commercial impracticability, fire, flood, act of war, civil disorder or disobedience, terrorism, act of public enemies, problems associated with transportation, (including car or truck shortages), acts or failure to act of any state, federal or foreign government or regulatory authorities, labor disputes, strikes, pandemic, or failure of suppliers to make timely deliveries of materials, goods or services to Seller.
This remedies expressly provided for in these conditions shall be in addition to any other remedies which Sullair may have under the Uniform Commercial code or other applicable law.
Web Revision: 02 – 10/1/2020