Terms & Conditions

Standard Conditions of Sale

GENERAL – Unless otherwise expressly agreed in writing by a duly authorized representative of Factory Direct Air Pipe dba Air Compressor Experts these terms and conditions supersede all other communications and agreements and notwithstanding any conflicting or different terms and conditions in any order or acceptance of Purchaser, all sales and shipments shall exclusively be governed by these terms and conditions. When used herein “affiliates” shall mean Factory Direct Air Pipe dba Air Compressor Experts and its wholly-owned subsidiaries. Section headings are for purposes of convenience only. “Products” as used herein shall include products, parts and accessories furnished Purchaser Factory Direct Air Pipe dba Air Compressor Experts. Orders shall be subject to acceptance at Factory Direct Air Pipe LLC’s principal corporate offices in Groton CT.

DELIVERY – Unless otherwise agreed in writing, Products manufactured, assembled or warehoused in the continental United States are delivered F.O.B. shipping point, and Products shipped from outside the continental United States are delivered F.O.B. point of entry. Where the scheduled delivery of Products is delayed by Purchaser or by reason of any of the contingencies referred to in Section 5. Factory Direct Air Pipe dba Air Compressor Experts may deliver such Products by moving it to storage for the account of and at the risk of Purchaser. Shipping dates are approximate and are based upon prompt receipt of all necessary information and approvals from Purchaser. Factory Direct Air Pipe dba Air Compressor Experts reserves the right to make delivery installments.

SECURITY AND RISK OF LOSS – Upon request from Factory Direct Air Pipe dba Air Compressor Experts, Purchaser agrees to execute a security agreement covering the Products sold or other assets and to perform all acts which may be necessary to perfect and assure a security position of Factory Direct Air Pipe dba Air Compressor Experts. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, the risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment for Products assembled, manufactured or warehoused in the continental United States or at the point of entry for Products shipped from outside the continental United States.

PAYMENT – If Purchaser fails to pay any invoice when due Factory Direct Air Pipe dba Air Compressor Experts may defer deliveries under this or any other contract with Purchaser, except upon receipt of satisfactory security for or cash in payment of any such invoice.

A service charge of the lesser of 1% per month or the highest rate permitted by applicable law shall be charged on all overdue accounts. Failure on the part of Purchaser to pay invoices when due shall, at the option of Factory Direct Air Pipe dba Air Compressor Experts, constitute a default in addition to all other remedies Factory Direct Air Pipe dba Air Compressor Experts may have under these conditions of sale or applicable law. If, in the judgment of Factory Direct Air Pipe dba Air Compressor Experts, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified Factory Direct Air Pipe dba Air Compressor Experts may require payment in advance or cancel any outstanding order, whereupon Factory Direct Air Pipe dba Air Compressor Experts shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Purchaser, payment shall become due on the date Factory Direct Air Pipe dba Air Compressor Experts is prepared to make delivery. Should manufacture be delayed by Purchaser, pro rata payments shall become due if and to the extent required at Factory Direct Air Pipe dba Air Compressor Experts by its contracts with the manufacturer.

FORCE MAJEURE – Factory Direct Air Pipe dba Air Compressor Experts shall not be liable for loss, damage, detention, or delay, nor be deemed to be in default from causes beyond its reasonable control or from fire, strike or other concerted action of workmen, act or omission of any governmental authority or of Purchaser, compliance with import or export regulations, insurrection or riot, embargo, delays or shortages in transportation, or inability to obtain necessary engineering talent, labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay.

NEW PRODUCT WARRANTY – Manufacturer warrants to the Purchaser that all stationary compressors, portable compressors, compressed air dyers, Manufacturer -designed compressor parts and other Products manufactured by Manufacturer and affiliates shall be free of defects in design, material and workmanship for a period of fifteen (15) months from date of shipment to Purchaser, or twelve (12) months from date of initial start-up, whichever occurs first, except as set forth below or in the New Products Warranty attached hereto.

Should any failure to conform with this warranty appear prior to or after shipment of the Product to Purchaser during the specified periods under normal and proper use and provided the Product has been properly stored, installed, handled and maintained by the Purchaser, Manufacturer shall, if given prompt notice by Purchaser, repair or replace, the non-conforming Product or authorize repair or replacement by the Purchaser at Manufacturers expense.

Replaced Products become the property of Manufacturer.

Manufacturer warrants Products or parts thereof repaired or replaced pursuant to the above warranty under normal and proper use, storage, handling, installation, and maintenance, against defects in design, workmanship and material for a period of thirty (30) days from date of start-up of such repaired or replaced Products or parts thereof or the expiration of the original Product warranty, whichever is longer.

When the nature of the defect is such that it is appropriate in the judgment of Manufacturer to do so, repairs will be made at the site of the Product. Repair or replacement under applicable warranty shall be made at no charge for replacement parts, F.O.B. Manufacturer Warehouse, warranty labor, serviceman transportation and living costs, when work is performed during normal working hours (8 a.m. to 4:30 p.m. Monday through Friday, exclusive of holidays). Labor performed at other times will be billed at the overtime rate then prevailing for services of Manufacturer personnel.

The Manufacturer warranty does not extend to Products not manufactured by Manufacturer or affiliates. As to such Products, Purchaser shall be entitled to proceed only upon the terms of that particular manufacturer’s warranty. The Manufacturer warranty does not apply to defects in material provided by Purchaser or to design stipulated by Purchaser.

Used Products, Products not manufactured by Manufacturer or affiliates and Products excluded from the above warranties are sold AS IS with no representation or warranty, and ALL WARRANTTIES OF QUALITY, WRITTEN, ORAL, OR IMPLIED, other than may be expressly agreed to by Manufacturer in writing, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTIABILITY OR FITNESS, ARE HEREBY DISCLAIMED.

Any services performed by Manufacturer in connection with the sale, installation, servicing or repair of a Product are warranted to be performed in a workmanlike manner. If any nonconformity with this warranty appears within 45 days after the services are performed, the exclusive obligation of Manufacturer shall be to re-perform the services the services in a conforming manner.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS ARE HEREBY DISCLAIMED. Correction of nonconformities as provided above shall be Purchaser’s exclusive remedy and shall constitute fulfillment of all liabilities of Manufacturer (including any liability for direct, indirect, special, incidental or consequential damage) whether in warranty, strict liability, contract, tort, negligence, or otherwise with respect to the quality of or any defect in Products or associated services delivered or performed hereunder.

 

LIMITATION OF LIABILITY – IN NO EVENT SHALL Factory Direct Air Pipe dba Air Compressor Experts BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, however arising, whether in warranty, strict liability, contract, tort, negligence or otherwise, including but not limited to loss of profits or revenue, loss of total or partial use of the Products or facilities or services, downtime cost, or claims of the Purchaser for such or other damages whether on account of Products furnished hereunder or delays in delivery thereof or services performed upon or with respect to such Products. Factory Direct Air Pipe dba Air Compressor Experts liability on any claim whether in warranty, strict liability, contract, tort, negligence or otherwise for any loss or damage arising out of, connected with, or resulting from this contract or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, servicing, operation or use of any Product covered by or furnished under this contract shall in no case (except as provided in the section entitled “Patent Indemnity”) exceed the purchase price allocable to the Product or Part thereof which gives rise to the claim.

All causes of action against Factory Direct Air Pipe dba Air Compressor Experts arising out of or relating to this contract or the performance hereof shall expire unless brought within on year of time of accrual thereof.

PRICES – Prices to the Purchaser shall be the Factory Direct Air Pipe dba Air Compressor Experts list price in effect at time of order. Factory Direct Air Pipe dba Air Compressor Experts may, upon thirty (30) days prior written notice to Purchaser, change prices, or other terms of sale affecting the Products, by issuing new price schedules, bulletins or other notices.

This contract applies to new Products only. Purchases of used equipment shall be on terms to be agreed upon at time of sale to Purchaser.

This price does not include any Federal, state or local property, license, privilege, sales, service use, excise, value added, gross receipts, or other like taxes which may now or hereafter by applicable to, measured by or imposed upon or with respect to this transaction, the property, its purchase, sale, replacement, value, or use, or any services performed in connection therewith. Purchaser agrees to pay or reimburse Factory Direct Air Pipe dba Air Compressor Experts, its subcontractors or suppliers any such taxes, which Factory Direct Air Pipe dba Air Compressor Experts, its subcontractors or suppliers are required to pay or collect or which are required to be withheld by Purchaser.

The price shall also be subject to adjustment in accordance with the published Price Adjustment Clauses, which price adjustment information shall supersede the terms of this Section 8, where inconsistent herewith.

INFORMATION FURNISHED PURCHASER – Any design, manufacturing drawings or other information or materials submitted to the Purchaser and not intended for dissemination by Purchaser remain the exclusive property of Factory Direct Air Pipe dba Air Compressor Experts  and/or the manufacturer and may not, without its consent, be copied or communicated to a third party.

ASSIGNMENT – Any assignment of this contract or any rights hereunder, without prior written consent of Factory Direct Air Pipe dba Air Compressor Experts by a duly authorized representative thereof shall be void.

TERMINATION – Any order or contract may be cancelled by Purchaser only upon payment of reasonable charges (including an allowance for profit) based upon costs and expenses incurred, and commitments made by Factory Direct Air Pipe dba Air Compressor Experts.

PARTIAL INVALIDITY – If any provision herein or portion thereof shall for any reason be held invalid or unenforceable, such invalidity or enforceability shall not affect any other provision or portion thereof, but these conditions shall be construed as if such invalid or unenforceable provision or portion thereof had never been contained therein.

REMEDIES – The remedies expressly provided for in these conditions shall be in addition to any other remedies, which Factory Direct Air Pipe dba Air Compressor Experts may have under the Uniform Commercial Code or other applicable law.

SMARTLINK: The equipment may include a data monitoring service called SMARTLINK. The data received by Manufacturer may be used by Manufacturer and certain third party distributors and contractors for the purpose of increasing overall customer service Manufacturer will use commercially reasonable efforts to ensure that Purchaser’s data is kept confidential. Purchaser acknowledges that the use of the SMARTLINK is provided “as is”, that use of the service is entirely at Purchaser’s risk, and that Manufacturer may discontinue the SMARTLINK service at any time. Purchaser may request discontinuance of the SMARTLINK service at any time.

NOTE: Sale of the equipment or services described or referred to herein at the price indicated is expressly conditioned upon the terms and conditions set forth on the front and back of this page. Any confirmatory action by the Purchaser hereunder, or any acceptance of such equipment of services, shall constitute assent to said terms and conditions. Any additional or different terms or conditions set forth in the Purchaser’s order or other communications are objected to by Seller and shall not be effective or binding unless assented to in writing by an authorized representative of Seller.

 

  1. Credit Approval

All terms are subject to credit approval by Factory Direct Air Pipe dba Air Compressor Experts.

CANCELLATION SCHEDULE

Definitions:

Standard Stocked Equipment – equipment as shown in the current catalog and available for shipment from the US Distribution Center.

Standard Non-Stocked Equipment – equipment as shown in the current catalog but not currently stocked at the US Distribution Center.

Engineered Equipment – equipment requiring customized features not shown in the current catalog.

Orders for Standard Stocked Equipment

* 20% of equipment price

Orders for Standard Non-Stocked Equipment

  1. A) Prior to release for manufacturing:

* 20% of equipment price

  1. B) After production has started:

* 40% of equipment price

  1. C) After production has been completed:

* 60% of equipment price

Orders for Engineered Equipment

  1. A) Prior to release for manufacturing:

* 20% of the purchase price

  1. B) After production has started

* 40% of the base compressor price

* 40% of optional equipment of purchased materials will be charged

  1. C) After production has completed

* 60% of the base compressor price

* 100% of optional equipment

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