Terms and Conditions of Purchase
Compressor World Purchase Terms & Conditions
1. General
All transactions for the purchase and sale of products (“Goods”) and services (“Services”) supplied by the seller (the “Seller”) to CompressorWorldLLC (the “Buyer”) are governed by these Terms and Conditions (the “Terms and Conditions”). These Terms and Conditions are incorporated into each Buyer purchase order (“Order”). Any Seller quotation or terms that differ from or add to these Terms and Conditions are objected to and disallowed.
2. Order Procedure
2.1 Buyer issues Orders. Buyer is obligated to purchase from Seller, and Seller is obligated to sell to Buyer, only the quantities of Goods and scope of Services specified in the Order.
2.2 Seller must confirm receipt of each Order within 5 days. Failure to confirm within such period or beginning performance constitutes acceptance. Buyer may withdraw any Order prior to Seller’s acceptance. Seller may not cancel an accepted Order.
3. Prices; Payment Terms
3.1 Unless otherwise agreed in writing, the purchase price for Goods/Services (“Price[s]”) is stated in the Order. Prices are firm and include all costs (packing, transport, loading/unloading, customs, taxes/tariffs/duties, insurance, etc.) related to production and delivery. Prices are not subject to increase for any reason (market conditions, raw-material changes, labor/overhead, volume changes, or labor disruptions).
3.2 Seller shall issue a monthly invoice for Goods/Services ordered in the prior month. Buyer may return/withhold payment for inaccurate or improperly submitted invoices. Parties will resolve disputes promptly and in good faith. Buyer’s payment is not acceptance of any nonconforming term or item. Except for amounts disputed in good faith, accurate and correctly submitted invoices are payable within 60 days of the later of Buyer’s receipt or Seller’s invoice. Buyer may withhold payment pending evidence of the absence of liens/encumbrances. Payment does not waive Buyer’s right to inspect.
4. Delivery of Goods
Delivery terms are F.O.B. the delivery location stated in the Order. Time, quantity, and delivery to the stated location are of the essence. If Seller fails to meet any delivery obligation, Buyer may, at Seller’s sole cost: (a) approve a revised date, (b) require expedited/premium shipment, or (c) cancel the Order and procure elsewhere. Partial shipments require Buyer’s prior written approval.
5. Transfer of Property; Risk of Loss
Title passes to Buyer upon delivery at the delivery location (even if unpaid, without relieving Buyer’s payment obligation). Risk of loss passes to Buyer only upon receipt and acceptance at the delivery location; Seller bears all risk until that point.
6. Inspection; Rejection
Goods/Services are subject to Buyer’s inspection and approval/rejection notwithstanding prior receipt or payment. Buyer has a reasonable inspection period, not less than 15 days after delivery (the “Inspection Period”), to reject any Nonconforming Goods/Services. Buyer may return excess quantities. For any other nonconformity, Buyer may, at its option: (a) require Seller, at Seller’s cost, to repair/replace at a location designated by Buyer, (b) procure similar goods/services elsewhere, (c) repair itself or via third party, or (d) retain the Goods/Services—without prejudice to any other remedies. Returns of Nonconforming Goods are at Seller’s sole risk and expense. Goods/Services not rejected within the Inspection Period are deemed accepted; however, acceptance does not waive Seller’s obligations, including warranties and indemnities.
7. Cancellation
7.1 Buyer may cancel an Order if Seller becomes insolvent, suspends operations, or becomes subject to bankruptcy/receivership/assignment proceedings.
7.2 If Buyer cancels an Order in whole or part, Seller may invoice only documented material and labor costs incurred as of the cancellation date.
8. Warranty
Seller warrants to Buyer and end users for 18 months from delivery (or longer if Buyer provides a longer period downstream) that:
8.1 Goods. Goods will: (a) be new (not used/rebuilt/refurbished unless Buyer consents in writing); (b) be free of defects in design, workmanship, and materials; (c) meet all Order specifications/requirements; (d) conform to any samples/specs/drawings furnished or adopted by Buyer; (e) be produced and delivered in compliance with applicable laws; and (f) be free of liens and encumbrances. Seller will assign to Buyer/end users any manufacturer warranties and assist in their enforcement while remaining responsible for meeting all warranties under the Order. At Buyer’s election, Seller shall promptly repair, replace, or refund defective Goods or parts.
8.2 Services. Seller will perform Services as an independent contractor, responsible for all payroll taxes, statutory contributions, workers’ compensation, and benefits. Services shall be performed safely, professionally, and in accordance with the highest industry standards and all applicable EHS laws and Order requirements; any Goods used shall meet the Goods warranty and be free of liens. Seller will, at its expense, correct or re-perform nonconforming Services.
8.3 Infringement. Goods/Services (including any process/method) will not infringe any U.S. or foreign patent or IP right. Seller will defend, indemnify, and hold harmless Buyer and its customers from all losses/costs (including reasonable attorneys’ fees) arising from actual or alleged infringement, except to the extent based solely on Buyer-provided designs/drawings.
9. Force Majeure
Performance is excused to the extent directly prevented by an event beyond a party’s control, without its fault/negligence, and unforeseeable or unavoidable (e.g., natural disasters, embargoes, explosions, riots, war/terrorism). Seller’s financial inability, cost/availability changes, market conditions, supplier actions, or contract disputes do not excuse performance. Each party will diligently mitigate and resume performance.
10. Confidentiality
Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) confidential business, technical, or IP information (“Confidential Information”) in any form. Confidential Information excludes information that: (a) is public through no breach; (b) is rightfully obtained without confidentiality restrictions; (c) was known/possessed without restriction before disclosure; (d) is independently developed without use of Confidential Information; or (e) must be disclosed by law.
11. Intellectual Property Rights
11.1 Each party retains exclusive ownership of its Background IP. Buyer does not transfer Background IP to Seller; Seller may use Buyer Background IP only to produce/supply Goods to Buyer. Seller does not transfer Background IP to Buyer except that Seller grants Buyer and its customers the right to resell or incorporate Goods into finished goods. Foreground IP is owned by Buyer; Seller assigns to Buyer all rights in Foreground IP. To the extent any Foreground IP is copyrightable, the parties agree such works are “works made for hire” for Buyer under the U.S. Copyright Act. Seller shall use Foreground IP only to produce/supply Goods to Buyer.
11.2 “Foreground IP” means IP developed for or incorporated into the Goods, developed by Buyer alone, jointly by Buyer and Seller, or by Seller at Buyer’s request.
11.3 “Background IP” means a party’s pre-existing IP, excluding Foreground IP.
12. Indemnification
Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, affiliates, successors, and permitted assigns from any and all losses, liabilities, claims, damages, penalties, and costs (including reasonable attorneys’ fees) arising from: (i) Seller’s breach/non-fulfillment of representations, warranties, or covenants; (ii) negligent, reckless, or willful acts/omissions of Seller or its representatives; (iii) bodily injury, death, or property damage caused by Seller or its representatives; (iv) failure to comply with applicable laws; or (v) third-party IP infringement claims relating to Seller’s Goods/Services.
13. Assignment
Seller may not assign an Order without Buyer’s prior written consent; any attempted assignment is void.
14. Waiver
No waiver by Buyer of any breach shall constitute a waiver of any subsequent breach.
15. Severability
If any provision is held invalid or unenforceable, that provision is omitted and the remainder continues in full force and effect.
16. Applicable Law; Forum
16.1 Unless otherwise agreed in writing, these Terms and Conditions are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (MA), USA.
16.2 Any dispute arising out of or relating to an Order or these Terms and Conditions shall be brought exclusively in the state or federal courts located in Massachusetts, and each party irrevocably submits to such jurisdiction. Buyer is entitled to recover reasonable expenses, including attorneys’ fees, incurred in enforcing these Terms and Conditions. Rights and obligations herein survive final payment.