Standard Conditions of Sale for Products
All prices published by CleanAir may be changed at any time without notice. All prices quoted by CleanAir or CleanAir’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by CleanAir or, if no price has been specified or quoted, will be CleanAir's price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of CleanAir's original price quotation.
The prices in the Domestic price list are for delivery in the USA. Orders for delivery to other countries will be based on Export price list.
Taxes and Other Charges
Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered under this agreement. The amount of any present or future taxes and duties will be added to the purchase price and must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
Terms of payment are Net 30 days with established credit, or by Visa/Master Card at time of order. Invoices over 30 days past due are subject to a 1.5% finance charge per month.
Shipments and Delivery
Unless otherwise instructed, shipments are made as soon as possible after receipt of order by the method of transportation, which in our judgment will be most satisfactory. Freight charges are prepaid and added to the invoice. The right is reserved to make partial shipments where delays beyond our control may delay a portion of the order.
All domestic sales by CleanAir are F.O.B. CleanAir’s Facility of Shipment, as defined in the Uniform Commercial Code.
All international sales by CleanAir are Free Carrier (FCA) CleanAir’ Facility of Shipment, as defined by INCOTERMS 2010.
Title and Risk of Loss
Title to and risk of loss of all products shall pass to Buyer as soon as the products are delivered by CleanAir to the carrier. Each shipment date is approximate, and CleanAir shall not be responsible for any damages of any kind resulting from any delay in shipment or delivery of any products.
Buyer acknowledges that each Product and any related software and technology, including technical information supplied by CleanAir or contained in documents (collectively “Items”), is subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall, if requested by CleanAir, provide information on the end user and end use of any Item exported or to be exported by Buyer. Buyer shall cooperate fully with CleanAir in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold CleanAir harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, or agents.
Design changes are made from time to time. Some items may differ slightly from catalog illustrations or descriptions. Changes are made in the interest of better performance and quicker delivery.
Authorization must be obtained from CleanAir before returning any products. When requesting return authorization, please advise reason for return, date of purchase, Buyer’s P.O. number and CleanAir’s invoice number. All orders for special, custom, or non-stocked products are non-cancellable, non-returnable and non-reschedulable unless defective and only with a returned material authorization number which shall be issued at the CleanAir's sole discretion. . All returns must be shipped freight prepaid at the Buyer’s expense.
Clean Air Engineering warrants products to be free from defects and workmanship for a period of one year after delivery date. The sole and exclusive remedy for defective goods shall be repair or replacement of defective parts or payment price of the goods for which damages are claimed, at CleanAir’s option.
Buyer acknowledges that CleanAir’s Products and all intellectual property associated with same, including but not limited to trade marks, service marks, patents, copyrights, software, design documents, and proprietary know-how and other attributes are the sole and exclusive intellectual property of CleanAir. No intellectual property rights transfer to Buyer as a result of CleanAir’s sale of its Products unless expressly agreed to in writing.
The Buyer may not alter, modify, enhance, create derivative works, reverse engineer, de-compile, decrypt, or otherwise reduce the Products or Software without prior written consent of CleanAir.
If software is purchased, Buyer is granted a nonexclusive royalty-free license to use the software in accordance with the accompanying Software License Agreement.
Limitation of Liability
In no event, whether as a result of breach of contract or warranty, tort (including negligence) or otherwise, shall CleanAir be liable for: (a) any consequential, incidental or exemplary damages, including, without limitation, any loss of profit or revenues, loss of use of any equipment, damage to other equipment, cost of substitute equipment or down-time costs; (b) any claims, demands or actions against Buyer by any third party; (c) any loss or claim arising out of the use of or related to the products or services; or (d) any unavailability of the product for use or any lost, damaged or corrupted data or software. CleanAir’s aggregate liability will be limited to the value of the goods provided in conjunction with Buyer’s purchase order.
Buyer agrees to indemnify CleanAir from and against any and all third party claims which are brought against CleanAir resulting from Buyer’s direct or indirect use of any products purchased. The indemnity obligation shall be broadly construed, and shall include not only indemnification for any third party claims, but also for any and all attorneys’ fees, litigation costs and like expenses which CleanAir is forced to incur with respect to an indemnified obligation.
Any disputes between Buyer and CleanAir regarding this order which cannot be settled amicably by the parties hereto shall be submitted to binding arbitration in accordance with the rules, practices, and procedures of the American Arbitration Association. Any arbitration proceeding shall take place at Chicago, Illinois. The prevailing party at arbitration shall be entitled to recover as a part of the arbitrator's award all of its arbitration expenses, including, but not limited to, attorney fees, expert fees, travel costs, court reporter fees, and the like.
The laws of the State of Illinois will govern the interpretation and enforcement of this agreement.
Notwithstanding the foregoing, CleanAir reserves the right to elect to commence general commercial litigation against Buyer for its failure to pay for products purchased in accordance with the terms described herein. The parties agree that Cook County, Illinois shall be the proper venue and jurisdiction for any such claims. The prevailing party in conjunction with such litigation shall be entitled to recover as a part of the final judgment all of its litigation expenses, including but not limited to attorneys fees, expert fees, trial costs, court reporter fees, and the like.
If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
CleanAir sells products only under the foregoing terms and conditions and will not be bound by terms or conditions stated by any purchaser in any offer, acceptance, or other contractual document. Placing an order or accepting delivery of products constitutes acceptance of these terms and conditions. No waiver, alteration or modification of any of the provisions hereof shall in any event be effective or binding upon CleanAir unless in writing and signed by a duly authorized employee of CleanAir.