All orders placed by Buyer are subject to the following terms and conditions.
ANY TERMS AND CONDITIONS IN BUYER’S PURCHASE ORDER OR ELSEWHERE THAT ARE INCONSISTENT WITH OR ADD TO THESE TERMS ARE NOT ACCEPTED BY US AIR COMPRESSOR (US Air Compressors Canada INC. and US Air Compressor INC). BY TAKING DELIVERY OR BY PURCHASING PRODUCTS, BUYER AGREES TO THESE TERMS. When purchasing any compressor from US Air Compressor, you (the buyer) agree to purchase all the maintenance parts, for said compressor, from US Air Compressor for 10 years. If you need a copy of said schedule one will be provided to you. Please contact US Air Compressor for your compressors schedule. These parts must only be purchased direct from US Air Compressor. Parts purchased from any other source will void your warranty and cause your compressor to protect itself or shut down completely.
Prices, Payment. Buyer shall pay all taxes applicable. If Buyer claims exemption from tax, Buyer shall provide Seller with properly completed exemption certificates or other governmental issued evidence of exemption. Payment for products, in U.S. Dollars, shall be due before the date of shipment. If Buyer fails to make any payment when due, US AIR COMPRESSOR suspends further deliveries until payment has been made or may pursue all available remedies allowed by law or in equity. US AIR COMPRESSOR shall be entitled to recover from Buyer all fees and costs, including attorneys’ fees, related to collecting any amounts due SEVERUS or to enforce this agreement.
Orders. Buyer shall submit Purchase Orders to US AIR COMPRESSOR. All purchase orders are subject to written acceptance by US AIR COMPRESSOR.
Shipping. Buyer is responsible for all costs related to shipping and delivery, whether EX WORKS, freight prepaid and added, freight collect. All accepted orders will be shipped by US AIR COMPRESSOR in accordance with the delivery requirements set forth in each Purchase Order as soon as practicable via carrier selected by US AIR COMPRESSOR unless otherwise specified by Buyer separate email after order confirmation.
Title; Risk of Loss. Title to products and risk of loss shall pass to Buyer at US AIR COMPRESSOR' facilities upon delivery to a carrier. US AIR COMPRESSOR will have no responsibility or liability on account of anything which may be done, happen, or arise with respect to the products after risk of loss has passed to Buyer, including lost, late, damaged or misdirected shipments (whether out- or in-bound) and BUYER shall remain fully liable to US AIR COMPRESSOR for full payment thereof.
Claims. Claims for deficiency in quantity shall be waived unless made in writing within 5 days after delivery and US AIR COMPRESSOR is given reasonable opportunity to verify the claim. Buyer shall furnish such written evidence (including signed BOL showing which part is lost and signed by the shipper) or other documentation as SEVERUS reasonably deems appropriate.
Assumption of Risk. Buyer acknowledges that performance of the products can be affected by factors over which US AIR COMPRESSOR has no knowledge or control. Buyer is expected to be knowledgeable in its industry and is therefore responsible for determining that the products purchased are suitable for Buyer’s intended use and for all risk associated with such determination. Buyer assumes all risk with respect thereto.
Indemnification. Buyer agrees to indemnify and hold US AIR COMPRESSOR , its officers, directors, employees, and agents harmless from and against all losses, damages, claims, causes of action, penalties and liabilities arising out of (i) Buyer’s statements, representations or warranties, whether made by Buyer in its literature, on its label or elsewhere; (ii) personal injury or death of any person, including, without limitation injury or death to Buyer’s employees; (iii) damage to real or personal property that arises out of, is connected with or relates in any way to the products (including, without limitation, formulation, receipt, possession, use, handling, storage, and disposal) after title has passed to Buyer; (iv) Buyer’s failure to comply with applicable laws, ordinances, regulations, rules and orders, (v) any alleged violation of intellectual property rights or laws; or (vi) out of Buyer’s misuse or negligent acts or omissions relating to product.
Safety and Health Indemnity. US AIR COMPRESSOR shall furnish or make available to Buyer Material Safety Data Sheets for the products sold here under when legally required. Buyer is familiar and shall comply at its expense with all applicable laws, ordinances, regulations, judicial and administrative orders and other legal requirements of all governmental authorities pertaining to the sale, storage, dispensing, use and disposal of the products. Buyer agrees to defend, indemnify and hold US AIR COMPRESSOR harmless from and against any and all liability related to Buyer’s failure to comply with this paragraph.
Force Majeure. US AIR COMPRESSOR shall not be liable for failure or delay in manufacturing or delivering products due to circumstances beyond its control, including but not limited to acts of government, nature, or public enemy, civil or labour unrest, war, fire, flood, accident, breakdown of equipment or machinery, unavailability of materials at their usual source, or other contingencies beyond its control which interfere with the production, throughput, or transportation of the products.
Export Compliance. This transaction is a domestic sale within the U.S. If Buyer exports the products, Buyer will be the U.S. Principal Party in Interest or Exporter for all purposes.
Miscellaneous. This Quote, including these general terms and conditions, the Mutual Confidentiality and Non-Disclosure Agreement, the Custom Manufacturing Agreement, if any, and the US AIR COMPRESSOR Limited Warranty contain the entire agreement of the parties with respect to the sale and purchase of US AIR COMPRESSOR products, and there are no oral understandings, representations or warranties affecting it. These terms and conditions cannot be changed without US AIR COMPRESSOR’ written consent. No terms, conditions, understanding or agreement purporting to modify or vary these terms and conditions shall be binding unless in writing and signed by US AIR COMPRESSOR. Any terms and conditions in any other purchase order, acknowledgement, invoice or other form issued by Buyer which conflict in any way with these terms and conditions are superseded by these terms and conditions despite subsequent issuance. Buyer may not assign its interest without US AIR COMPRESSOR’ prior written consent. No waiver of any breach of these terms and conditions shall be interpreted as a waiver of any later breach. The rights and obligations of the Buyer and SEVERUS shall be governed by the laws of Wisconsin and any dispute shall be venued in the state courts in Minnesota, Minneapolis or in the federal court for the District Court of Minneapolis. Buyer consents to personal jurisdiction in said courts.