Below are Thermal Dynamics General Terms and Conditions
1. ACCEPTANCE: A quotation (a) will remain firm for the period noted, if any, unless revoked by Thermal Dynamics in writing prior to receipt of Buyer's written acceptance; (b) is contingent upon the acceptance by Buyer of all terms and conditions listed herein; and (c) may not be accepted in part or modified in any way without the prior written consent of an officer of Thermal Dynamics. Also, these terms and conditions shall supersede any different or additional ones which may appear on Buyer’s order documents; and no different or additional terms and conditions shall be recognized or binding on Thermal Dynamics without the express written consent of an officer of Thermal Dynamics.
2. PRICES: Prices quoted by Thermal Dynamics apply only to the specific items and quantities stated in the quotation. These prices will remain valid only if full delivery is made within ninety (90) days of the receipt of Buyer's order. If delivery extends beyond this period, and upon advance written notice to Buyer, Thermal Dynamics reserves the right to pass on any price increases from its suppliers.
3. TAXES: Buyer shall be responsible for all sales and excise taxes, and such taxes shall be in addition to the prices quoted by Thermal Dynamics, unless otherwise provided in the quotation.
4. DELIVERY 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, unforeseen work loads, or similar events. Thermal Dynamics will make every reasonable effort to effect deliveries as quoted, but under no circumstances shall Thermal Dynamics be liable for any damage, consequential or otherwise, arising from any delayed 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 products passes to Buyer at the time of shipment. Buyer assumes all risk of damage to or loss or destruction of said products, and no loss, injury or destruction of said products shall release Buyer from its obligations to Thermal Dynamics.
7. TERMS: Unless otherwise approved by Thermal Dynamics in writing, standard terms are net cash 30 days from date of invoice. Past due balances will be subject to a service charge equal to 1.5% per month commencing on the day after the due date and each thirty days thereafter. Buyer agrees to pay reasonable attorneys’ fees and any other costs incurred by Thermal Dynamics in connection with enforcing any of these terms and 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.
8. SAFETY DEVICES: Since its products are often incorporated into Buyer's systems and equipment, Thermal Dynamics will not be responsible for the recommendation, design or installation of safety devices unless such responsibility is expressly accepted in writing by an officer of Thermal Dynamics. Where it has not agreed in writing to assist in such safety recommendations, or 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 products which it has provided. Buyer hereby agrees to defend and indemnify Thermal Dynamics against any claim resulting from alleged 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 Buyer's purchase order with respect to OSHA requirements, Thermal Dynamics represents only that, to the best of its knowledge and belief, its products meet, on the day of their sale, any existing standards promulgated under OSHA for these specific products. In the event this belief is incorrect, Thermal Dynamics limits its liability to replacement of such products or refund of their 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.
10. LIMITED WARRANTIES:
a. PRODUCTS OR SERVICES FURNISHED BY THERMAL DYNAMICS: Thermal Dynamics warrants products of its manufacture, and its installation, repair, system modification and refurbishment services, for 180 days. This warranty is limited to original defects of material or workmanship only 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. Parts manufactured to Buyer's designs or specifications are not warranted as to performance or application, that having been determined by Buyer. Performance of parts in specific applications is warranted only in cases where an officer of Thermal Dynamics has accepted, in writing, such responsibility for the concept, design, selection of components, manufacture and installation. Wherever Buyer has specified that certain components be used, the performance warranties are limited to those which are specified by the manufacturers of the components so employed.
b. MATERIALS MANUFACTURED BY OTHERS AND RESOLD BY THERMAL DYNAMICS: Manufacturers of components sold by Thermal Dynamics typically warrant items to be free of original defects in materials and workmanship for a maximum 90 day period after purchase and will generally repair or replace defective items at their option at the original shipping point to the customer. Thermal Dynamics passes on any such manufacturers' warranties to its Buyers.
c. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION IN THE THERMAL DYNAMICS QUOTATION. THERMAL DYNAMICS DISCLAIMS ANY WARRANTY, EXPRESSED OR IMPLIED, THAT THE GOODS ARE MERCHANTABLE.
11. CONSEQUENTIAL DAMAGES: Thermal Dynamics will not be responsible for any consequential, incidental, special, indirect, or punitive damages; and any damages which are recoverable from Thermal Dynamics, whether due to liability in contract, tort, warranty, or otherwise, shall not exceed the sales price of the products or services being supplied.
12. RETURNS: New, unused standard stock material will be subject to return for credit, but only with our prior written consent, which can be withheld for any or no reason. Such returns are subject to a $50.00 or 25% minimum handling charge, whichever is greater. Non-standard, customer specific, or used material shall not be subject to return or credit. Errors in order processing or shipment must be reported to Thermal Dynamics within fifteen (15) days after shipment for credit or replacement to be allowed.
13. TERMINATION: Accepted quotations and orders are not cancelable by Buyer unless all details are agreed upon in writing by both parties, including Buyer’s agreement to pay a stated amount of termination charges.
14. ERRORS: Thermal Dynamics reserves the right to correct clerical or stenographic errors or omissions.
15. FORCE MAJEURE: If, because of force majeure, Thermal Dynamics is reasonably prevented from performing its obligations under this quotation or under any of Buyer’s purchase orders, then such obligations shall be suspended or excused, at Thermal Dynamics’ option. The term “force majeure” shall include acts of God, fire, flood, strikes, labor disputes, sabotage, riots, wars, acts of any civil or military authority, changes in applicable laws, regulations and/or rules, major equipment failures, unavailability of major transportation facilities, acts of the Buyer, or any acts of third-parties which Thermal Dynamics cannot reasonably control.