Terms & Conditions of Sale
Order Acceptance
All purchase orders must be approved by authorized personnel at TriCleanAir (“Seller”) before they are considered accepted.
Online Sales Policy
Buyers are prohibited from selling Seller’s products via e-commerce platforms without prior written authorization. Seller retains exclusive rights to market and sell its products online.
Product Availability
Certain products may not be available in all regions and may only be purchased through authorized dealers, wholesalers, or representatives. Please contact the Seller or visit the official website for details.
Shipping and Delivery
All prices are F.O.B. TriCleanAir, Addison, TX. Shipping charges are calculated at the time of order based on the most cost-effective method.
IMPORTANT: Inspect products for damage prior to accepting delivery. If any damage is observed, refuse the shipment. Seller is not liable for damages once delivery is accepted.
Rush orders must be submitted by 12:00 PM Central Time. Expedited shipping is available for an additional fee.
A 1.5% monthly interest charge applies to overdue invoices. Orders are subject to product availability.
Payment Terms
Accepted payment methods: prepaid check, or wire transfer.
Established businesses may apply for NET 30 terms via credit application (allow 10 days for processing).
Prices are subject to change without notice. For prepaid orders, checks must clear before shipping.
Effective Jan 1, 2025: A 4% processing fee will be added to all credit card payments.
Taxes
Prices exclude all applicable sales, use, excise, or other taxes. Buyer is responsible for any such taxes unless a valid tax exemption certificate is provided. If Seller pays any tax, Buyer agrees to reimburse upon invoicing.
Warranty
Warranty terms vary by product and are detailed in specific product warranty documents.
Seller guarantees that products will substantially conform to stated specifications.
DISCLAIMER: These warranties are exclusive and replace all other express or implied warranties, including those of merchantability and fitness for a particular purpose.
Warranties do not cover misuse, improper handling, unauthorized repairs, or use of non-approved parts.
Limitation of Liability
Seller is not responsible for any injury or damage resulting from product use.
Liability is limited to repair, replacement, or refund at Seller’s discretion.
Seller is not liable for any incidental, consequential, punitive, or special damages.
Buyer agrees to indemnify Seller against all third-party claims related to product use.
Returns
Products may only be returned with prior written approval (RMA required).
Returns must be within 45 days, in original packaging, and clean. A 25% restocking fee applies. Buyer pays return shipping.
Claims Deadline
All claims must be filed within one (1) year of delivery or 18 months from order date if delivery was not completed.
Intellectual Property
Buyer shall indemnify Seller against all IP infringement claims related to Buyer’s designs or use.
Seller retains ownership of all intellectual property associated with its products.
Seller may collect performance data from products for support and improvement purposes. Buyer may opt out via written notice.
Force Majeure
Seller is not liable for delays due to circumstances beyond its control (e.g., natural disasters, labor strikes, government actions). Affected deliveries will be considered excusable for the duration of the disruption.
Attorney’s Fees
Buyer shall pay reasonable legal fees and collection costs if Seller takes legal action to recover unpaid amounts.
Governing Law
This agreement is governed by Wisconsin law. The CISG (United Nations Convention on Contracts for the International Sale of Goods) does not apply.
Assignment & Waiver
Buyer may not assign rights or obligations without Seller’s written consent.
No waiver by Seller shall constitute a waiver of future breaches.
Entire Agreement
These terms represent the full agreement between Buyer and Seller. No oral statements or conflicting purchase order terms shall apply unless agreed in writing.
Legal Compliance
Buyer and Seller agree to comply with all applicable laws, including export/import regulations and anti-bribery laws.
Export Compliance / ITAR
Buyer agrees to follow all U.S. and international export laws including ITAR and EAR. Buyer shall indemnify Seller for any violations.
Arbitration
Disputes in the U.S. shall be resolved by arbitration in Seller’s jurisdiction per the AAA rules. International disputes will be arbitrated in New York under ICC rules.
Purchase Order Terms and Conditions
1. Scope
Unless governed by a separate procurement agreement, these terms apply exclusively to all orders placed by TriCleanAir (“Buyer”) to the identified Seller.
2. Pricing, Taxes & Payment
- 2.1 Price: Prices must not exceed those offered to similar customers. Pricing includes VAT, freight, and duties unless otherwise stated.
- 2.2 Taxes: Seller is responsible for taxes on its income. Buyer shall only pay sales/use tax where applicable.
- 2.3 Payment Terms: Payment is made 90 days after invoice receipt, or 60 days if by pCard. Payment does not imply acceptance.
- 2.4 Invoicing: Invoices must comply with tax laws and be submitted electronically when possible.
3. Delivery & Shipping
- 3.1 Delivery Delays: Seller must notify Buyer immediately of potential delays.
- 3.2 Partial Fulfillment: Seller must proceed with available goods unless directed otherwise.
- 3.3 Early or Over Shipments: May be rejected or invoiced at delivery date discretion.
4. Order Changes
- Buyer may modify or cancel orders prior to shipment. Seller must submit any claims for incurred costs before shipment.
- No process or design changes are permitted without written approval.
- Seller must notify Buyer at least 12 months in advance of product discontinuation.
5. Quality & Continuous Improvement
- Seller must maintain a quality system and provide documentation on request.
- Seller is expected to actively pursue cost and quality improvements and share cost savings with Buyer.
6. Warranties
- Goods must be new, free of defects, compliant with specifications, and not infringe IP rights.
- Warranties last for the longer of 1 year post-acceptance or Seller’s standard term.
- Epidemic failures (≥.5% in 3 months) are covered for 18 months.
7. Non-Conforming Goods
- Non-compliant goods may be returned at Seller’s cost. Buyer may purchase replacements and charge Seller for the cost difference.
- Epidemic failures must be fully resolved at Seller’s expense.
8. Default
- Buyer may terminate if Seller breaches terms and fails to cure within 10 days. Additional costs due to breach must be reimbursed.
9. Indemnity, Insurance & Confidentiality
- Seller must indemnify Buyer against all third-party claims.
- Seller must maintain adequate insurance and name Buyer as an additional insured.
- Seller must keep Buyer’s confidential information private and avoid unauthorized publicity.
10. Legal Compliance
Seller shall comply with all relevant laws and provide any documentation necessary for Buyer’s compliance.
11. Hazardous Materials
All substances must comply with EPA’s TSCA. MSDS must be provided before shipment.
12. General Provisions
- No assignments without Buyer’s consent.
- Delaware law (or local law of delivery location) applies.
- Buyer’s liability is capped at payments made in the last 6 months.
- Buyer retains the right to source similar goods elsewhere.
- Seller must comply with the Buyer’s Supplier Code of Conduct.