IAP Terms Of Sale
GENERAL TERMS AND CONDITIONS
QUOTATIONS
Quotations may be converted into an offer to purchase by Purchaser's signature, Verbal Approval over phone or written via email, Credit Card Approval, or Purchase Order. The quotation is expressly limited and made conditional upon Purchaser's offer to purchase, including all IAP’s terms and conditions. Any terms or conditions in Purchaser's purchase order or any other document which vary from the terms of this quotation shall not be binding upon IAP unless expressly accepted in writing and signed by an officer of IAP. Purchaser acknowledges that it has reviewed these terms and conditions and agrees to be legally bound by same.
TAXES
IAP’s prices do not include federal, state, local, municipal, use, excise, property or any similar taxes or fees, not in force or enacted in the future. IAP will charge, collect and remit sales tax in states where IAP has nexus unless a valid sales tax exemption certificate is given by the purchaser to IAP. If IAP does not have nexus in a state, Purchaser will be responsible for paying said taxes or fees directly to the appropriate authority. If such taxes are paid by IAP, Purchaser shall promptly reimburse IAP.
PERMITS AND LICENSES
Unless otherwise stated, Purchaser shall be responsible for securing, and pay for, any permits, licenses, and other approval from every governmental authority with jurisdiction in which the system or product is to be erected or used. Purchaser indemnifies and holds IAP harmless from any damages related to a failure to comply with this requirement.
TERMS OF PAYMENT
Unless otherwise stated IAP terms of payment for products or systems are Net 30, unless other terms are agreed upon by IAP. IAP will invoice for all costs incurred (equipment, material, and labor), during each month on or before the last day of such month. Final billing will be done on completion of project.
Purchaser agrees to pay finance and late charges of 1 ½% per month on all monies due over 30 days. This is an annual interest rate of 18%. For any amount due and owing past Net 30 days from Purchaser, Purchaser agrees to pay a service charge in the amount of 25% of any such amount outstanding, in addition to any finance and late charges. If IAP chooses to refer the account to an attorney for collection, the Purchaser agrees to pay a service charge of 40%, plus any court costs and fees. In the event litigation is filed to collect an unpaid account, Purchaser shall be liable for all reasonable fees and costs, including, but not limited to, reasonable attorneys' fees and cost of litigation and collection incurred for enforcement and collection of any debt.
CREDIT AND PAYMENT
Credit accounts will be opened only with firms with approved credit by IAP. Unless otherwise provided, in any case where delivery is made on credit, Purchaser shall have thirty (30) days from date of the invoice in which to make payment for the goods. Unless prohibited by law (in which case accounts past due shall bear interest at the rate of 1.5% Fee per Month and APR of 18%. IAP reserves the right at any time upon notice to Purchaser, to alter or suspend credit, or to change the credit terms provided herein, when in its sole opinion the financial condition of Purchaser so warrants. In addition, IAP may at any time, with or without notice to Purchaser, and at its option, suspend work and shipment under this contract if, in IAP’s sole opinion, the financial condition of Purchaser so warrants. In such cases, in addition to any other remedies herein or by law provided, cash payment or satisfactory security from Purchaser may be required by IAP before credit is restored or IAP continues performance. If Purchaser fails to make payment or fails to furnish security satisfactory to IAP, then IAP shall also have the right to enforce payment of the full contract price of the work completed and in process. Upon default by Purchaser in payment when due, Purchaser shall pay immediately to IAP the entire unpaid amounts for any and all shipments, made to Purchaser irrespective of the terms of said shipments and whether said shipments are made pursuant to this contract or any other contract of sale between IAP and Purchaser, and IAP may withhold all subsequent shipments until the full account is settled. Acceptance by IAP of less than full payment shall not be a waiver of any of its rights hereunder.
Credit card charges will incur a 3% surcharge for any charges over $5000.00.
Purchaser voluntarily submits to the jurisdiction of the Tennessee Courts and the Laws of The State of Tennessee and appoints The Secretary of State of Tennessee as its designated agent for service of process.
DELIVERY
IAP will make every reasonable effort to meet shipping and/or project completion dates promised and to maintain production and installation schedules consistently therewith. However, IAP is not liable for claims of damages due to failure, for any reason, to meet such scheduled dates.
FREIGHT
All freight terms will be detailed in the IAP proposal and will consist of one of the following:
1)
Freight Absorbed - This is for freight that has been included in the proposal.
2)
Freight Prepaid and Billed as an Extra - This will be charged at the actual cost of the freight plus a 15% mark-up for packaging and handling.
3)
Freight by Others (Third Party or Collect or Customer Arranged) - This is the default freight terms and the customer would be responsible for all costs associated with the freight, paperwork, and contacts with the freight companies.
PENALTY CLAUSES
Terms and conditions including penalty clauses for failure to meet shipment are not acceptable unless specifically approved in writing by an officer of IAP as provided above.
CANCELLATION
Cancellation by Purchaser of any item on order to IAP will be accepted only in writing shall be paid for on the basis of actual cost of labor, materials, and supplies, including any special materials, equipment or sub-contracts for which IAP has become obligated, plus proper overhead expenses determined in accordance with normal accounting practice, plus 15% of the total of such costs and expenses, provided that such costs and expenses plus 15% shall in no case exceed the original contract price of such cancelled items. In the event of any cancellation, IAP computation of cancellation charges under the above shall be final and conclusive.
Written notice of disposition of cancelled items which are not yet delivered shall be given by Purchaser to IAP within thirty (30) calendar days from date of notice to Purchaser of the cancellation charges. Failure to give IAP notice of disposition of such items within said thirty (30) calendar days shall constitute Purchaser’s agreement that IAP may dispose of such items as it sees fit without further credit to Purchaser or any further obligation.
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If at any time Purchaser does not strictly comply with all terms and conditions of any order or if at any time Purchaser: (1) shall be adjudicated bankrupt, (2) shall have filed a voluntary
petition in bankruptcy, (3) has a receiver appointed for it, or (4) makes an assignment for the benefit of creditors, IAP has the absolute right to cancel and refuse to complete the
work on said order. In the event of IAP’s cancellation as above set forth, Purchaser shall pay IAP the amount computed as provided above.
DELAY
Delivery of items or installation labor may not be delayed by Purchaser without IAP's written consent. If delays by Purchaser with IAP's written consent total more than thirty (30)
days, IAP may increase prices for the unbilled portion of the contract by 1 % per month of delay or fraction thereof, or in accordance with any applicable escalation clauses whichever
is greater. In addition, if any fabricated material must be stored by IAP, IAP may charge Purchaser 2% of the contract price of such material per month or fraction thereof billed
monthly. In the event of any delay, IAP’s computation of delay and storage charges under the above shall be final and conclusive.
CHANGES DURING PROCESS OF ORDER
If the system or items covered in this quotation are not assigned to IAP, changes in the specifications upon which the order is based will be made only if expressly accepted in writing
by IAP. If such changes in the specifications increase or decrease the cost of any item, the price thereof shall be increased or decreased accordingly.
If the system or items covered by this quotation are designed by IAP, the drawings required shall be prepared by IAP's Engineering Department.
They shall upon completion, be submitted to Purchaser for approval prior to fabrication. After the drawings have been approved, changes will be made only if agreed to in writing
by both parties, and if such changes increase or decrease the cost of the system or products, the price thereof shall be increased or decreased accordingly.
TITLE AND INSURANCE
For items which are not to be installed by IAP, unless expressly provided otherwise in this proposal, passing of title of products shall be F.O.B. point of shipment, even where freight
may be prepared or allowed to destination by IAP. For systems installed by IAP, passing of title shall be upon completion of installation or acceptance by Purchaser, whichever occurs
first. Purchaser shall insure IAP against loss by fire and all other risks normally covered by insurance, until final payment for the system is made.
INSTALLATION BY IAP
In the case of systems or equipment to be installed by IAP, the following conditions apply:
This quotation is based on the erection work being done on a standard work week, Monday through Friday, during the hours of the day normally being worked by the Sheet Metal
Workers in the area in which the job is to be installed, and any variation from this schedule will result in an adjustment of the contract price quoted. Purchaser is to provide an
adequate storage area in a location convenient to the job. If, through no fault of IAP, it is necessary for IAP’s erectors to make more than one trip to install the system, the expense
of the extra trip or trips is to be borne by Purchaser.
IAP's erectors shall perform only work specifically outlined in the final approved drawings as prepared by IAP or as outlined in the drawings furnished by Purchaser from which the
job was bid. Should any additional work be requested by Purchaser, a IAP ''Field Order’’ will be signed by Purchaser describing such work and such work will be separately billed in
addition to the quoted price at IAP's normal billing rates on the basis of time and material required, unless both parties otherwise agree in writing. For time and material work,
Purchaser shall approve IAP’s erection time sheets at regular intervals, preferably daily but never less frequently than weekly.
INSTALLATION BY OTHERS
In cases where a system or system components are fabricated by IAP and installed by another party, it is understood that a substantial amount of cutting, drilling, alteration, welding,
adjustment, field fitting, etc. shall be considered to be a normal part of the installation. Piping and system components furnished by IAP must often have loose flanges, loose joints,
and extra lengths for field fitting and assembly. This flexibility must be provided to efficiently install the systems.
In addition, it may be discovered during installation that ductwork must be routed differently than shown on the engineering drawings. If such rerouting is caused by IAP errors, IAP
shall furnish the additional materials required to reroute the system at no additional charge. Any additional expenses of rerouting or reworking, other than material, shall be paid by
Purchaser.
IAP shall accept back charges for field corrections to materials and equipment only in the event of poor workmanship or faulty construction, and back charges shall be honored only
if IAP’s representative is present at the jobsite and agrees that the fault is IAP's and to the charges involved, in advance of any corrective field work being done.
SYSTEMS GUARANTEES AND SAFETY DEVICES (OSHA)
No system performance guarantees other than that specifically made in the body of this proposal, if any, is extended, and any guarantees with regard to OSHA compliance, dust
levels, or compliance with pollution codes are conditional upon written approval by IAP’s Engineering Department. Any system performance guarantees are specifically limited to
performance at start up only. It is the responsibility of Purchaser to maintain the system and monitor system performance. Except with respect to its own employees, IAP shall not
be required to provide any safety devices or be responsible for compliance with any federal, state, municipal or other local safety regulations, except as expressly agreed to in writing
by IAP’s Engineering Department. Except with respect to its own employees, Purchaser agrees to hold IAP harmless against any claims, costs, or damages arising from lack of
compliance with or violation of such regulation, or failure to furnish or provide such devices.
RESTOCKING CHARGES
Return goods must be authorized by an IAP employee and returned to a designated point of manufacture within the specified time. Return goods may be subject to restocking
charges.
RESPONSIBILITY/WARRANTY
The material and workmanship furnished are guaranteed by IAP against any defect for a period of one (1) year from date of shipment or installation when owned by original Purchaser
or first User and maintained and operated under normal conditions. Any products furnished hereunder that are not manufactured by IAP are warranted only to the extent of the
original manufacturer's warranty. Parts found to be defective in material or workmanship under this guaranty shall be repaired or replaced without charge. F.O.B. original point of
shipment provided prompt written notice of the defect is given and compliance with the terms of the guaranty is established. THE FOREGOING SHALL BE PURCHASER'S SOLE AND
EXCLUSIVE REMEDY FOR DEFECTS. Decomposition by chemical action and wear caused by abrasion shall not constitute defects for purposes hereof. This warranty shall be void if
repairs or alterations are made without IAP prior written consent. No person, agent, representative, salesman, dealer or distributor has any authority neither to change or extend
the warranty expressed herein nor to obligate IAP by any terms stipulations or conditions not herein expressed.
THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
MARKETING
IAP markets products through general engagement of business meetings, trade shows, sales calls, customer call-in, etc. Information such as contact name, address, phone, email, fax information is obtained and further used to allow our company to assist the customer better in the future. The customer can be removed from marketing initiatives by requesting to “Opt Out”.
DISCLAIMER
Some applications may include processes or materials with inherent fire and explosion hazards. As a distributor and installer of industrial air filtration products IAP is neither an expert nor a certified consultant in fire, spark, explosion detection, or suppression control. Complying with applicable codes and standards and managing the risks associated with the process or materials remains the responsibility of the process owner/operator defined by OSHA. IAP may provide referrals to suppliers of equipment or services related to the detection and/or mitigation of sparks, fires and/or explosions, but IAP does not assume responsibility for any such referrals, nor does IAP assume any liability for the fitness of a mitigation strategy or product for a particular installation or application.
LIMITATION OF LIABILITY
Purchaser agrees and acknowledges that in no event shall IAP be liable to Purchaser or to any third party for any ordinary, special, consequential or incidental damages or losses or for any expenses or damages incurred by Purchaser or any third party attributable to any item sold, installed, fabricated, or designated hereunder. Purchaser shall protect, indemnify, save harmless and defend IAP of and from any loss, cost, damage or expense, including attorney's fees, arising from any claim asserted against IAP that is in any way associated with the matters set forth in this limitation of liability section. IAP recommends that all industrial air filtration system designs be reviewed and approved by an expert consultant who is responsible for the integrity of the system design and compliance with locally accepted codes. IAP also recommends that proper maintenance procedures and work practices be followed to maintain any industrial air filtration products in safe operating condition.