Terms and Conditions, Standard Conditions of Sale
Unless otherwise expressly agreed in writing by a duly authorized representative of Edmac 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 Edmac, its parent company or its parent company's subsidiaries. Section headings are for purposes of convenience only. “Products” as used herein shall include products, parts and accessories furnished Purchaser by Edmac. Orders shall be subject to acceptance at Edmac’s principal corporate offices in Winston-Salem, NC.
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. Edmac 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. Edmac reserves the right to make delivery installments.
Security and Risk of Loss
Upon request from Edmac, 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 Edmac. 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.
If Purchaser fails to pay any invoice when due, Edmac 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 Edmac, constitute a default in addition to all other remedies Edmac may have under these conditions of sale or applicable law. If, in the judgment of Edmac, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified. Edmac may require payment in advance or cancel any outstanding order, whereupon Edmac shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Purchaser, payment shall become due on the date Edmac is prepared to make delivery. Should manufacture be delayed by Purchaser, pro rata payments shall become due if and to the extent required at Edmac by its contracts with the manufacturer. All installment deliveries shall be separately invoiced and paid for without regard to subsequent deliveries. Delays in delivery or non-conformities in any installment shall not relieve Purchaser of its obligations to accept any pay for remaining installments.
Edmac 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.
Edmac Spare Parts Warranty
Edmac extends a six month spare parts warranty from date of shipment or 1,000 hours of operation whichever occurs first on all compressor spare parts, inline filter elements, and lubricants. Edmac's replacement spare parts meet or exceed the OEM specification. This warranty is limited to Edmac at its discretion replacing the defective part or refunding a customer the purchase price. To make use of the spare parts warranty customer needs to:
The spare parts warranty does not cover misuse, neglect, system upsets (for example: air hammer), shipping damage, or to any item that has been modified, repaired, or otherwise altered.
- Follow Edmac's Return Policy (RMA)
- Return defective part via Edmac's return policy for inspection along with proof of service life
This warranty is exclusive and in lieu of all other warranties, or conditions, written or oral, expressed or implied, including, without limitation, all warranties, or conditions, of merchantability or fitness for a particular purpose, all of which are hereby disclaimed. There shall be no liability for incidental, consequential or special damages, loss of sales, or any other damages, costs or expenses. Correction of nonconformities as provided above shall be Purchaser’s exclusive remedy and shall constitute fulfillment of all liabilities of Edmac (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 EDMAC 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. Edmac’s 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 Edmac arising out of or relating to this contract or the performance hereof shall expire unless brought within on year of time of accrual thereof.
An Edmac quote is valid for 30 days from date of issue. Prices to the Purchaser shall be the Edmac list price in effect at time of order. Edmac 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 Edmac, its subcontractors or suppliers any such taxes, which Edmac, 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 Edmac and may not, without its consent, be copied or communicated to a third party.
For purposes only of this Section 10, where used, the designation “Edmac” shall be deemed to mean Edmac, its parent company and any of its parent company's subsidiaries.
Edmac shall at its own expense defend any suits or proceedings brought against purchaser insofar as based on an allegation that Products furnished hereunder constitute an infringement of any claim of any patent of the United States of America, other than a claim covering a process performed by said Products or a product produced by said Product, provided that such Products are manufactured by Edmac, are not supplied according to Purchaser’s detailed design, are used as sold by Edmac. Purchaser shall have made all payments then due hereunder, and Edmac is notified promptly in writing and given authority, information and assistance for the defense of said suite or proceeding; and Edmac shall pay all damages and costs awarded in any suit or proceeding so defended, provided that his indemnity shall not extend to any infringement based upon the combination of said Products or any portion thereof with other Products or things not furnished hereunder unless Edmac is a contributory infringer. Edmac shall not be responsible for any settlement of such suit or proceeding made without its written consent. If in any suit or proceeding defended hereunder any Product is held to constitute infringement, and its use is enjoined, Edmac shall, at its option and its own expense, either replace said Products with non-infringing Products; or modify them so that they become non-infringing; or remove them and refund the purchase price and the transportation costs thereof. THE FOREGOING STATES THE ENTIRE LIABILITY OF EDMAC AND AFFILIATES WITH RESPECT TO PATENT INFRINGEMENT.
To the extent that said Products or any portion thereof are supplied according to Purchaser’s detailed design or instructions, or modified by Purchaser, or combined by Purchaser with equipment or things not furnished hereunder, except to the extent that Edmac is a contributory infringer, or are used by Purchaser to perform a process, or produce a product, and by reason of said design, instructions, modification, combination, performance or production, a suit or proceeding is brought against Edmac, Purchaser agrees to indemnify Edmac in the manner and to the extent Edmac indemnities Purchaser in this Section 10 insofar as the terms hereof are appropriate.
Any assignment of this contract or any rights hereunder, without prior written consent of Edmac by a duly authorized representative thereof shall be void.
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 Edmac.
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.
The remedies expressly provided for in these conditions shall be in addition to any other remedies, which Edmac may have under the Uniform Commercial Code or other applicable law.
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.