Terms of service
Standard Conditions of Sale
GENERAL – Unless otherwise expressly agreed in writing by a duly authorized representative of A1 Compressor Warehouse 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 A1 Compressor Warehouse. 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 by A1 Compressor Warehouse. Orders shall be subject to acceptance at A1 Compressor Warehouse principal corporate offices in Clover, South Carolina.
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. A1 Compressor Warehouse 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. A1 Compressor Warehouse reserves the right to make delivery installments.
SECURITY AND RISK OF LOSS - Upon request from A1 Compressor Warehouse, 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 A1 Compressor Warehouse. 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, A1 Compressor Warehouse 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 A1 Compressor Warehouse, constitute a default in addition to all other remedies A1 Compressor Warehouse. may have under these conditions of sale or applicable law. If, in the judgment of A1 Compressor Warehouse, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified. A1 Compressor Warehouse may require payment in advance or cancel any outstanding order, whereupon A1 Compressor Warehouse shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Purchaser payment shall become due on the date A1 Compressor Warehouse is prepared to make delivery. Should manufacture be delayed by Purchaser, pro rata payments shall become due if and to the extent required at A1 Compressor Warehouse 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.
FORCE MAJEURE – A1 Compressor Warehouse 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.
PRODUCT WARRANTY – All Products are covered exclusively by the warranty of their respective manufacturer, where such a warranty exists. A1 Compressor Warehouse does not itself provide any warranty on Products and cannot extend, modify, or add to any manufacturer warranty. Warranty claims are administered by the manufacturer; A1 Compressor Warehouse will, upon request, assist Purchaser in submitting a claim to the manufacturer with the Product’s model, serial number, and proof of purchase. Used Products and Products excluded from a manufacturer warranty are sold AS IS, and ALL WARRANTIES OF QUALITY, WRITTEN, ORAL, OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
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 A1 Compressor Warehouse (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 A1 Compressor Warehouse. 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. A1 Compressor Warehouse’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 A1 Compressor Warehouse arising out of or relating to this contract or the performance hereof shall expire unless brought within one year of time of accrual thereof.
PRICES – Prices to the Purchaser shall be the Manufacturer list price in effect at time of order. A1 Compressor Warehouse
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 A1 Compressor Warehouse, its subcontractors or suppliers any such taxes, which A1 Compressor Warehouse , 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 A1 Compressor Warehouse and may not, without its consent, be copied or communicated to a third party.
A1 Compressor Warehouse 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 supplied by A1 Compressor Warehouse are not supplied according to Purchaser’s detailed design, are used as sold by A1 Compressor Warehouse.. Purchaser shall have made all payments then due hereunder, and A1 Compressor Warehouse is notified promptly in writing and given authority, information and assistance for the defense of said suite or proceeding; and A1 Compressor Warehouse 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 A1 Compressor Warehouse is a contributory infringer. A1 Compressor Warehouse 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, A1 Compressor Warehouse 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 A1 Compressor Warehouse 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 A1 Compressor Warehouse 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 A1 Compressor Warehouse, Purchaser agrees to indemnify A1 Compressor Warehouse in the manner and to the extent A1 Compressor Warehouse indemnities Purchaser in this Section 10 insofar as the terms hereof are appropriate.
ASSIGNMENT – Any assignment of this contract or any rights hereunder, without prior written consent of A1 Compressor Warehouse 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 A1 Compressor Warehouse.
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 A1 Compressor Warehouse 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.
Payment Terms
For orders under $100,000 the payment terms shall be CBD
WEBSITE TERMS OF USE
The following additional terms govern access to and use of the A1 Compressor Warehouse website (the “Site”). Together with the conditions of sale above, they constitute these Terms of Service.
ELIGIBILITY – The Site is available only to individuals who are at least 18 years of age and who have the legal capacity to enter into a binding contract. If you are not at least 18 years of age, you may not use the Site.
ACCOUNT REGISTRATION – In order to use certain features of the Site, you may need to create an account and provide certain information about yourself, such as your name, email address, and billing information. You agree to provide accurate and up-to-date information when creating an account. You are responsible for all activity that occurs under your account, and you agree to keep your account password confidential. You agree to notify A1 Compressor Warehouse immediately of any unauthorized use of your account or any other breach of security.
USE OF THE SITE – You agree to use the Site in accordance with these Terms of Service and all applicable laws and regulations. You may not use the Site for any illegal or unauthorized purpose. You may not use the Site in any way that could damage, disable, overburden, or impair the Site or interfere with its use by others. You may not use the Site to collect or harvest any personally identifiable information about other users of the Site.
SITE CONTENT – All content on the Site, including but not limited to text, graphics, logos, button icons, images, audio clips, video clips, and software, is the property of A1 Compressor Warehouse or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of A1 Compressor Warehouse. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, publish, transmit, or in any way exploit any of the content, in whole or in part, without the prior written permission of A1 Compressor Warehouse.
TRADEMARKS – The trademarks, service marks, and logos used on the Site are the property of A1 Compressor Warehouse or its third-party licensors. You may not use any of these marks without the prior written permission of A1 Compressor Warehouse or the applicable trademark holder.
GOVERNING LAW – These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Service shall be filed only in the state or federal courts located in Delaware, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
SEVERABILITY – If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
CHANGES TO THESE TERMS – A1 Compressor Warehouse reserves the right to change these Terms of Service at any time. If changes are made, the updated Terms will be posted on the Site. Your continued use of the Site after the changes have been posted constitutes your acceptance of the changes.