CUSTOMER agrees to pay Climate Control Solutions the rates set forth in the order attached hereto. Payment for the equipment is payable before the delivery of the Equipment to the CUSTOMER or its agent or carrier. If any payment returned, customer is responsible for all collection costs of the highest legally permitted rate including, but not limited to, attorneys´ fees incurred by Climate Control Solutions.
LOADING AND TRANSPORTATION:
The CUSTOMER shall be responsible for cost of the transporting the Equipment to the CUSTOMER´s receiving point. Any undamaged equipment CUSTOMER wishes to return, must be in new condition, damage free, and will incur 40% restocking fee and is also responsible for original shipping charges as well as the return shipping cost. Any damaged shipment, shipped on CUSTOMER freight account, should not be returned to Climate Control Solutions, CUSTOMER would need to file a freight claim with their freight carrier. If product is damaged when shipped on our freight account, CUSTOMER must notify Climate Control Solutions within 48 hours to report damage. Also, notations must be made to freight carrier noting the damage. If carrier notations and notifications to Climate Control Solutions, we would work to ship replacement.
RECALLING AND RETURNING NOTICE:
Climate Control Solutions may recall any or all Equipment upon thirty (30) days written notice to the CUSTOMER.
USE AND MAINTENANCE:
CUSTOMER shall not use, operate, maintain or store the Equipment improperly, carelessly, or in violation of any applicable law or regulation or for any purpose other than in the conduct of CUSTOMER´s business. CUSTOMER, at its own expense, shall maintain the Equipment in good operating order, repair and condition and shall perform maintenance at least as frequently as stated in the applicable operator´s guide, service manual or maintenance guide. CUSTOMER shall void warranty if they alter the Equipment or affix any necessary to it if doing so would impair its originally intended function or use or reduce its value. Any alteration or addition to the Equipment shall be the sole responsibility of and at the sole risk of the CUSTOMER.
Notwithstanding any provisions contained herein to the contrary: If the Equipment requires warranty repair the CUSTOMER will notify Climate Control Solutions. If repairs are found to not be covered by warranty, CUSTOMER shall be charged travel time, mileage, labor and parts associated with the such maintenance provided by Climate Control Solutions.
Before the Equipment is loaded for shipment to CUSTOMER´s receiving point, the CUSTOMER may require an inspection thereof by a qualified inspector. If the CUSTOMER does not inspect the Equipment before it is loaded for transit, the CUSTOMER is conclusively deemed to have accepted that the Equipment is in good running order.
DAMAGE TO EQUIPMENT:
Any damaged shipment, shipped on CUSTOMER freight account, should not be returned to Climate Control Solutions, CUSTOMER would need to file a freight claim with their freight carrier. If product is damaged when shipped on our freight account, CUSTOMER must notify Climate Control Solutions within 48 hours to report damage. Also, notations must be made to freight carrier noting the damage. If carrier notations and notifications to Climate Control Solutions, we would work to ship replacement.
CUSTOMER shall indemnify, defend and hole harmless Climate Control Solutions against any and all loss, expense, liability or penalty which may arise out of any act or omission of CUSTOMER, CUSTOMER´s employees, agents, assigns, subcontractors or any third party not employed by or under the control of Climate Control Solutions arising out of the operation, handling, maintenance or transportation of the Equipment.
CUSTOMER shall, at its own expense, (I) maintain public liability and property insurance to protect the CUSTOMER and Climate Control Solutions against damage to property or persons from the operation, handling or transportation of the said Equipment. Customer is to cover for possible loss by fire, theft, damage or other risk of loss.
TERMINATION OF THIS AGREEMENT:
Upon purchase of equipment, CUSTOMER approves all terms of this agreement.
Climate Control Solutions makes no warranties, expressed or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. The remedies of the customer shall be limited to those provided herein to the exclusion of any and all other remedies including, without limitation, incidental or consequential damages. No agreement varying or extending the foregoing warranties, remedies, or this limitation will be binding upon Climate Control Solutions unless in writing, signed by a duly authorized officer of Climate Control Solutions. CUSTOMER acknowledges and agrees that the Equipment purchased hereunder is of a size, design and make selected by CUSTOMER and is suitable for CUSTOMER´s purposes. CUSTOMER expressly disclaims any reliance upon any statement or representations made by Climate Control Solutions.
TAXES AND FEES:
CUSTOMER shall pay all applicable sales and use tax, personal property taxes, licenses fees, and registration fees which may now or hereafter be imposed upon the possession, lease or use of the Equipment.
CUSTOMER shall comply with all laws, rules and regulations with regard to the operation of the Equipment under any local, state or Federal Air Quality Legislation.
OWNERSHIP AND ENCUMBRANCES: Title to and ownership of the Equipment is, and shall at all times remain with CUSTOMER upon payment in full.
Under no circumstances shall Climate Control Solutions be held liable for any special, indirect, incidental, or consequential damages. The contract price shall be the limit on Climate Control Solutions´ liability, whether founded in contract, statute, or tort (including negligence), arising out of, or resulting from (i) this Agreement or the performance or breach thereof, (ii) the design, manufacture, delivery, sale, repair, replacement, or the use of any Equipment or (iii) the furnishing of any service.
If any provision or provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and all other provisions will be interpreted and deemed modified so as to be enforceable to the extent allowed by law.
GOVERNING LAW AND CIVIL ACTIONS:
This Agreement shall be governed by the laws of the State of Texas. Both parties agree that any civil action or lawsuit arising from the performance or non-performance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be commenced within two (2) years from the date such claim or cause of action arose.
No change, modification, amendment or waiver of any of the terms or conditions of this agreement shall be binding upon the parties unless made in writing and duly executed by both parties hereto.
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous statements, purchase orders, agreements, and representations (except those written representations expressly incorporated in this Agreement). There are no other agreements, understandings, terms or conditions and neither party has relied upon any representation or warranty, express or implied, not contained in this Agreement.
Upon purchase of equipment CUSTOMER approves all terms and conditions listed herein. The terms of this Agreement shall constitute the complete and exclusive statement of the Agreement between the parties hereto and may be modified only by written instrument executed by the authorized representative of both parties. Any terms proposed by the CUSTOMER, including but not limited to the terms of the CUSTOMER´s purchase orders, which add to, vary from, or conflict with the terms herein are hereby objected to. This Agreement, whether used as an offer, an acceptance of an offer, or a confirmation of a contract, is conditioned on and limited to its terms. By acceptance of the equipment or services described on the face of this Agreement or by acknowledging receipt of this Agreement, CUSTOMER assents to all its terms and conditions. Any reference by Climate Control Solutions to CUSTOMER´s purchase order is solely for the purpose of incorporating the description and specifications of the equipment and services contained therein to the extent that such description and specifications do not conflict with the description and specifications on the face of this Agreement.