1. ACCEPTANCE: This quotation will remain firm for the period noted, if any, unless revoked by Thermal Dynamics in writing prior to receipt of written acceptance; and is contingent upon the acceptance of all terms and conditions listed herein; it may not be accepted in part or modified independently without the prior written consent of an officer of Thermal Dynamics.
2. PRICES: Quoted prices apply only to the specific items and quantities stated in the quotation or sales order. The prices on the sales order or quotation are valid when full delivery is within forty-five (45) days of the receipt of your order. If delivery extends beyond this period, Thermal Dynamics, upon advance written notice to buyer, reserves the right to pass on any price increase from its suppliers.
3. TAXES: Buyer shall be responsible for all sales and excise taxes and such taxes shall be in addition to the sales price unless otherwise provided in this quotation.
4. SHIPPING DATES: Quotations are based on present and anticipated sales commitments and supplies. Revisions of delivery dates may be necessary due to unavailability of materials, strikes, or unforeseen work loads. Thermal Dynamics will make every reasonable effort to effect deliveries as specified, but in no event shall Thermal Dynamics be liable for any damage, consequential or otherwise, arising from any delay or late delivery.
5. F.O.B. POINT: Ontario, California, unless otherwise specified.
6. TITLE AND RISK OF LOSS: Unless otherwise specified in security agreements, title to the property passes to buyer at the time of shipment. Buyer assumes all risk of damage to or loss or destruction of said property and no loss, injury or destruction of said property shall release buyer from its obligation to Thermal Dynamics.
7. TERMS: Upon Credit Department approval, standard terms are net cash 30 days from date of invoice. Past due balances will be subject to a monthly service charge equal to the maximum rate permitted under Section 1, Article XV of the California Constitution as amended by Proposition 2 effective November 7, 1979 (i.e. Federal Reserve discount rate plus five (5) percent per annum) commencing 31 days after the invoice date. Buyer agrees to pay seller’s reasonable attorneys’ fees and costs in connection with enforcing any of these conditions or recovering payment of the amount of any invoice. Buyer further agrees that this contract shall be interpreted in accordance with the laws of the State of California.
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8. SAFETY DEVICES: Since its equipment is often incorporated into customers’ systems and equipment, Thermal Dynamics will not be responsible for the recommendation, design or installation of safety devices unless specifically assigned such responsibility in customer’s written specifications. Where it has not been agreed in writing to assist in safety evaluation and recommendations, where its recommendations are not adopted in full, or where installed safety devices have been altered or removed, Thermal Dynamics will not be responsible for any losses resulting from the operation of equipment which it has provided. Customer hereby agrees to defend and indemnify Thermal Dynamics against any claim resulting from claimed defective or inadequate safety devices which were not the responsibility of Thermal Dynamics under the provisions of this paragraph.
9. OSHA REQUIREMENTS: Notwithstanding any general or specific terms of your purchase order with respect to OSHA requirements, Thermal Dynamics represents only that to the best of its knowledge and belief material sold hereunder meets at this date any existing standards promulgated under OSHA for these specific components - and limits its liability in the event this belief is incorrect to replacement of the material or refund of its purchase price; compliance with OSHA is an employer responsibility which embraces conditions of location, installation and operation outside our control and for which we can accept no responsibility beyond that noted herein.
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10. LIMITED WARRANTIES:
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a.
MATERIALS OR EQUIPMENT MANUFACTURED, INSTALLED, REPAIRED OR REFURBISHED BY THERMAL DYNAMICS: Unless otherwise specified, Thermal Dynamics warrants products of its manufacture, and its installation, repair, system modification and refurbishment services for 90 days. This warranty is limited to original defects of material or workmanship and extends from date of shipment from Thermal Dynamics. Products and services determined defective by Thermal Dynamics will be repaired or replaced at its option at the original F.O.B. point. System manufactured to customers’ designs or specifications are not warranted as to performance, that being determined by the customers’ design. Performance of systems for specific applications is warranted only in cases where Thermal Dynamics has sole responsibility for system concept, design, selection of components, manufacture and installation. Wherever customers have specified that certain components be used, such system performance warranties are limited to that consistent with the performance specified by the manufacturers of the components so employed.
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b.
MATERIALS MANUFACTURED BY OTHERS AND RESOLD BY THERMAL DYNAMICS: Manufacturers of components sold by Thermal Dynamics warrant items to be free of original defects in materials and workmanship generally for a maximum 90 day period after purchase and will repair or replace defective items at their option at the original shipping point to the customer. Thermal Dynamics passes such manufacturers warranties on to its customers.
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c.
THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION IN THE ATTACHED QUOTATION. SELLER DISCLAIMS ANY WARRANTY, EXPRESSED OR IMPLIED, THAT THE GOODS ARE MERCHANTABLE.
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11. CONSEQUENTIAL DAMAGES: Thermal Dynamics will not be responsible for any consequential, incidental, special, or indirect damages and any liability of Thermal Dynamics whether in contract, tort, warranty, or otherwise shall not exceed the sales price of the goods or services being supplied.
12. RETURNS: New, unused standard stock material will be subject to return for credit, only with our prior written authorization and is subject to a $25.00 or 25% minimum handling charge, whichever is greater. Non-standard or used material shall not be subject to return or credit. Errors in order processing or shipment must be reported within fifteen (15) days after shipment for credit or replacement to be allowed.
13. TERMINATION: Accepted quotations and orders are not cancelable unless all details are agreed upon in writing by both parties, including buyer’s agreement to assume a stated amount of termination charges.
14. ERRORS: Seller reserves the right to correct clerical or stenographic errors or omissions.
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