Terms and Conditions of Sale
Compressor World Sales Terms & Conditions
1. General
All transactions with CompressorWorldLLC (the “Company”) for the purchase and sale of products (the “Products”) and services (the “Services”) supplied by the Company to the customer (the “Customer”) named in any quotation (the “Quote”) or acknowledgment are governed by these terms and conditions of sale (the “Terms and Conditions”). These Terms and Conditions are incorporated into each Customer purchase order (“Order”). Any Order that includes different or additional terms is objected to and disallowed. An Order is deemed an offer to purchase, which the Company may accept or reject in its sole discretion; acceptance is expressly conditioned on Customer’s assent solely to these Terms and Conditions. If the Company’s Quote is deemed an offer, it may be accepted by Customer only on these Terms and Conditions and such acceptance is expressly conditioned on Customer’s assent solely to these Terms and Conditions. Acceptance of any Products or Services constitutes such assent. Unless otherwise stated in writing, Quotes expire thirty (30) days from the date issued. Any minimum-order threshold is determined by the applicable manufacturer.
2. Prices; Payment Terms
2.1 Unless otherwise agreed in writing, the purchase price for Products (“Price[s]”) is set out in the Quote. Prices exclude sales/use tax; it is assumed Customer will provide a valid tax exemption certificate if applicable. Prices are subject to change if there is a material increase in energy or raw-material costs between Order date and shipment, or due to new/increased tariffs, duties, taxes or similar charges (“Tariff Changes”). The Company is not obligated to deliver until agreement on a new Price is reached where Tariff Changes apply.
2.2 Payment in full shall be made in U.S. dollars per the payment terms on the Order. Invoices are sent to the address on the Order. Any invoice dispute must be submitted in writing to Support@compressorworldllc.com within fifteen (15) days of the invoice date. If no dispute is received within that period, the invoice is deemed accepted and must be paid when due. The undisputed portion of any invoice must be paid on time.
2.3 Past-due amounts accrue a late charge at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable attorneys’ fees and collection costs. The Company may reassess Customer’s creditworthiness at any time and, upon fifteen (15) days’ written notice, revise payment terms if in the Company’s reasonable discretion Customer’s credit declines (unless prohibited by law).
3. Delivery of Products
3.1 Unless otherwise agreed in writing, Products are packaged and shipped using the Company’s standard methods. Customer bears delivery costs unless agreed otherwise. Delivery terms are F.O.B. shipping point for U.S. destinations and EXW (Incoterms 2010) for destinations outside the U.S.
3.2 Any delivery dates are approximate and not guaranteed. The Company is not liable for delays of any kind, and time of delivery cannot be made “of the essence” by notice. Reasonable efforts will be made to meet requested dates.
3.3 If Products arrive damaged, Customer must note the damage on the carrier’s bill of lading at delivery. Failure to note damage with the carrier relieves the Company of liability for such damage.
3.4 The Company may deliver in one or more installments and may invoice each installment as delivered/completed.
4. Transfer of Property; Risk of Loss
Title to Products remains with the Company until full payment is received. Title transfers to Customer upon full payment of the Price and any applicable taxes/charges. Risk of loss (including loss, theft, damage, or destruction) transfers to Customer F.O.B. the Company’s facility.
5. Inspection; Rejection of Products
Except as set out in Section 3.3, Customer must inspect Products at delivery and refuse delivery for visible shipping damage (claims for shipping damage are Customer’s responsibility). For other non-conformities, Customer must notify the Company in writing within five (5) days of delivery, identifying the Order and describing all non-conformities. The Company will, at its option, (a) replace non-conforming Products, or (b) credit/refund the Price for such Products, together with reasonable shipping/handling expenses incurred by Customer. Upon the Company’s written instructions, Customer shall return non-conforming Products to the original shipping facility. If replacement is elected, the Company will ship replacements after receiving the return; shipping is at Customer’s expense and risk of loss. These remedies are Customer’s exclusive remedies for non-conforming delivery.
6. Cancellation
6.1 The Company may cancel an Order if Customer becomes insolvent, suspends operations, or if a petition/proceeding is filed under bankruptcy or similar laws, or if pricing listed by the Company was incorrect.
6.2 If Customer cancels all or part of an Order, the Company may charge a restocking fee. Refunds require returned items to be in new, undamaged, resalable condition. Refunds for payments made by check may be held up to 30 days after return.
7. Limited Warranty
THE COMPANY MAKES NO WARRANTIES WITH RESPECT TO PRODUCTS OR SERVICES, WHETHER EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). ALL PRODUCTS AND SERVICES ARE SOLD “AS-IS”. The Company agrees to pass through the applicable manufacturer’s warranty/licenses where permitted. Manufacturer warranties are solely the manufacturer’s responsibility. Customer must comply with manufacturer warranty conditions (proper start-up, maintenance, approved parts, etc.) and should coordinate with local factory service providers to maintain coverage.
8. Limitation of Liability
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS/OPPORTUNITIES), WHETHER BASED ON NEGLIGENCE, WARRANTY, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF PRODUCTS/SERVICES, THEIR USE OR FAILURE. THE COMPANY’S AGGREGATE LIABILITY UNDER ANY ORDER SHALL NOT EXCEED THE AMOUNT PAID UNDER THAT ORDER FOR THE PRODUCTS/SERVICES PROVIDED.
9. Applicable Law; Forum
9.1 Unless otherwise agreed in writing, these Terms and Conditions are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA. Customer shall comply with all applicable legal requirements.
9.2 Any suit, action, or proceeding arising out of these Terms or an Order shall be instituted in the federal or state courts located in Massachusetts, and each party irrevocably submits to such exclusive jurisdiction. No action may be brought more than one (1) year after the cause of action first arose. Rights and obligations herein survive final payment.
If you require a different governing jurisdiction (e.g., your local state), tell me and I’ll switch Section 9 accordingly.
10. Force Majeure
The Company shall not be liable or in default for loss, damage, detention, or delay when performance is prevented by causes beyond its reasonable control, including, without limitation: acts of war, Acts of God, fire, strikes, pandemics, labor difficulties, governmental actions, insurrection, riot, embargo, transportation delays/shortages, or inability to obtain labor/materials/facilities from usual sources, or supplier/subcontractor delays due to any such causes. Delivery dates shall be extended by the period of delay plus reasonable time to resume.
11. Confidentiality
Any Quote (and accompanying documents) contains proprietary information of the Company and may not be reproduced or transmitted without prior written permission. Customer shall treat such information as confidential and not publish or disclose it (except as required by law). This does not prevent disclosure of information in the public domain other than by breach of this section.
12. Intellectual Property Rights
Notwithstanding delivery/passing of title, nothing herein grants or transfers to Customer any intellectual-property rights in or to any Product.
13. Assignment
Customer may not assign an Order without the Company’s prior written consent; any attempted assignment is void. The Company may assign an Order and its rights/obligations at any time without notice.
14. Export Control Laws
Products may be subject to Export Control Laws. Customer agrees to comply with all applicable export/import and sanctions laws and to obtain required licenses/exemptions for any sale, resale, or disposition. Customer will indemnify, defend, and hold the Company harmless from any violation by Customer, its employees, agents, or customers.
15. Waiver
No waiver by the Company of any breach shall operate as a waiver of any subsequent breach of the same or any other provision.
16. Severability
If any provision is held invalid or unenforceable, that provision shall be omitted and the remaining provisions shall remain in full force and effect.
17. Miscellaneous
These Terms, together with any accompanying Quote or invoice from the Company, constitute the entire agreement between the parties and supersede all prior or contemporaneous representations, understandings, agreements, or communications regarding the subject matter.