TERMS AND CONDITIONS
Terms and Conditions
- A-VAC reserves a purchase money security interest in each of the products listed on the face hereof in the amount of its purchase price. These interests will be satisfied by payment in full by the Purchaser. A copy of this Order (or Invoice) may be filled on A-VAC’s behalf with appropriate state authorities at any time after a signature by the Purchaser as a financing statement in order to perfect A-VAC’s security interest. Such filing does not constitute acceptance of this Order (or Invoice) by A-VAC.
- This order (or Invoice) constitutes an offer to purchase by the Purchaser and shall in no way be construed to constitute a binding agreement upon A-VAC until an authorized officer of A-VAC accepts this Order (or Invoice) and A-VAC shall reserve the right to accept or reject this Order (or Invoice) at its sole discretion.
- The salesmen or agents of A-VAC or its authorized distributor are not authorized to make any representations, promises or warranties regarding the products listed on the face hereof or any other A-VAC products on behalf of A-VAC or in any manner that may obligate A-VAC to the Purchaser of the products except to the extend of whatever, if any, express representation, promises or warranties that A-VAC may offer in writing directly to the Purchaser.
- A-VAC shall not be liable for any delay in its performance of any of the terms of this Order (or Invoice), or in its delivery of shipment and/or installation supervision of the products ordered herein, or for any damages suffered by the Purchaser by reason of such delay is directly or indirectly caused by, or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortages of labor, fuel, power, materials or suppliers, transportation delays, or any other causes (whether or not similar in nature to any of these hereinbefore specified) beyond its normal and direct control.
- A-VAC shall not be liable to the Purchaser or to any other party claiming through Purchaser for any indirect, special, consequential or exemplary damages suffered by the Purchaser or such third party in connection with or arising out of the furnishing, performance or use of any of the products listed on the face hereof or by any reason of delays in A-VAC’s performance of any terms of this Order (or Invoice) for reasons other than those specified or contemplated in paragraph 4 herein; in such event, the sole remedy the Purchaser shall have against A-VAC shall be limited to the replacement value of the products order herein. (This paragraph is not intended to apply to any injuries to the person of the Purchaser or any third party claiming through Purchaser.)
- Unless otherwise agreed to in writing by A-VAC, all transportation shall be at the expense of Purchaser. A-VAC reserves the right to ship products freight collect. Risk of loss and or damage shall pass to Purchaser upon delivery of the Products to the transportation company at the F.O.B. point. Unless otherwise expressly agreed to by A-VAC in writing, the F.O.B. point shall be the loading dock of A-VAC’s place of business from which the product is shipped. As used in the clauses appearing herein, “delivery” shall occur when Products are delivered at the F.O.B. point. Confiscation or destruction of or damage to Products shall not release, reduce or in any way affect the liability of Purchaser therefore. Notwithstanding any defect or nonconformity or any other matter such risk of loss and/or damage shall remain in Purchaser after the Products are returned at Purchaser’s expense to such place as A-VAC may designate in writing. All products must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of shipping damage either concealed or external.
- The terms and conditions specified herein, or elsewhere, may not be modified or added to, and any attempt to do so shall not be binding upon A-VAC, whether or not such attempt is made by the salesmen or agents of A-VAC or of its authorized distributor, unless a prior written consent, signed by an authorized officer of A-VAC is given.
- If any provisions of this Order (or Invoice) shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- This Order (or Invoice) is not assignable without the prior written consent, signed by an authorized officer of A-VAC. Any attempt to assign any of the rights, duties or obligations of this Order (or Invoice) without such consent is void.
- No action, regardless of form, arising out of this order (or Invoice) may be brought by either party more than two (2) years after the cause of action has arisen.
- A-VAC shall be entitled to receive from the Purchaser all costs and expenses reasonably incurred in the collection of the amount owing hereunder by the Purchaser, including reasonable attorneys’ fees, collection fees and court costs in the event an action is filed for collection. This Order (or Invoice) shall be construed and governed by the laws of the State of California.
- The Purchaser acknowledges that the prices specified in this order (or Invoice) are the quoted prices applicable to the products according to A-VAC’s Price List in effect at the time, and consequently, A-VAC reserves the right to adjust the said prices in accordance with the Price List which is in effect at the time of shipment of the products. However, in the event such adjustment by A-VAC becomes necessary, A-VAC shall notify the Purchaser of the adjustment prior to shipment and shall ship the products only upon receipt of a consent to do so from the Purchaser.
- It shall be the responsibility of the Purchaser to have the products listed on the face hereof moved in and on the premises of said Purchaser into the area where it is to be installed and used.
- A-VAC warrants each standard Product manufactured and sold by it to be free of defects in materials and workmanship for such period of time and under such conditions as are specified herein or as may be specified by A-VAC on the face of its quotation or otherwise reduced to writing and expressly approved by A-VAC. The warranty period so specified by A-VAC shall commence on the date of shipment from A-VAC to the original purchaser. If no period of time is stated then A-VAC’s warranty for standard Products is limited to one (1) year from date of delivery. Repair or at A-VAC’s option replacement of defective parts shall be the sole and exclusive remedy under warranty provided that A-VAC may as an alternative elect to refund an equitable portion of the purchase price of the Product. Items expendable in normal use are not covered by this warranty. A warranty replacement or repair of parts shall be limited to Product malfunctions which in the sole opinion of A-VAC are due or traceable to defects in original materials or workmanship. All obligations of A-VAC under this warranty shall cease in the event of abuse, accident, alteration, contamination, misuse or neglect of the Product. In warranty repaired or replacement parts are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced parts. After expiration of the applicable warranty period Purchaser shall be charged at the then current prices for parts, labor and transportation. Reasonable care must be used to avoid hazards. A-VAC expressly disclaims responsibility for loss or damage caused by use of its Products other than in accordance with proper operation procedures. No warranty is provided by A-VAC for products sold hereunder which are not manufactured by A-VAC, but the manufacturer’s warranty for such products if any shall be assigned to the Purchaser without recourse to A-VAC. THIS WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER EXPRESSED OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE, USE, OR APPLICATION AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF A-VAC UNLESS SUCH OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING BY A-VAC.
- A-VAC warrants that at the time of delivery expendable items or Products manufactured and sold by it hereunder are free from defects in material and workmanship and conform with A-VAC’s specifications or other specifications expressly agreed to in writing by A-VAC. BUT A-VAC SHALL HAVE NO OTHER OR FURTHER RESPONSIBILITY THEREFORE WHATSOEVER AND A-VAC DISCLAIMS IIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS WITH RESPECT THERETO. In the event an Order (or Invoice) is accepted by A-VAC and the Purchaser, such Order (or Invoice) cannot be cancelled or terminated by the Purchaser without payment of a cancellation or termination fee to be determined at the sole discretion of A-VAC. Such cancellation or termination fee may or may not be set forth in this Order (or Invoice) and should such cancellation or termination fee not be set forth in this Order (or Invoice) that is not to be construed as a waiver on the part of A-VAC in assessing any cancellation or termination fee at a future date. Any cancellation or restocking charge imposed by a supplier on A-VAC will be accepted and paid by the Purchaser as part of the quotation contract settlement. An additional ten percent (10%) charge may be applied by A-VAC.