Air Motion Systems, Inc.

Standard Terms and Conditions of Sale

 

Definitions

 

(a)          Seller is Air Motion Systems Inc. a Wisconsin-based Corporation.

(b)          Equipment is the system, product or products manufactured by the seller.

(c)          End-User the final recipient and user of the equipment.

(d)          Buyer is the purchaser of the equipment from Seller and is responsible for its delivery, installation, and performance in a larger process, and may or may not be the End-User.

(e)          Process is the act of applying ink, coating, adhesive or other medium to a substrate which may be paper, plastic, metal or other, or transporting substrate through the equipment.

(f)           Quotation is the numbered sales document issued by the Seller to the Buyer or OEM describing the specific scope and terms of sale offered to the Buyer or OEM.

(g)          Contract is the entire agreement between the parties constituted by the Seller’s Quotation, the Seller’s “Standard Terms and Conditions of Sale”, and the Seller’s written acceptance of the Buyer’s or OEM’s purchase order.

 

Acceptance

 

Use of the equipment for production purposes and/or subsequent sale of goods produced with the equipment constitutes final acceptance (“Acceptance”) of the equipment and completion of installation.  Should final acceptance of the equipment exceed 90 days from delivery of said equipment or 30 days from initial operation of the equipment, the equipment will be considered accepted.

 

Taxes

 

All Prices are quoted without taxes of any kind.  Buyer agrees to pay all applicable State, local, sales, and/or use taxes immediately upon receipt of the equipment.

 

Shipping Dates

 

Shipping dates for quotation purposes are estimated.  Due to the complicated nature of the equipment and the unpredictable execution of the order and initiating payments by the various parties involved shipping and delivery dates are non-binding unless agreed upon by execution of a separate document to be titled in all cases “Binding Delivery Agreement” which must be signed by an Officer of the Seller.

 

Payment

 

Terms of payment are specified in the Seller’s Quotation and are final upon acceptance of the Contract by both parties as defined in this document.  Payments made to Seller are not refundable under any circumstances. 

 

Cancellations

 

All sales are final.  Orders cannot be cancelled or changed without penalty upon acceptance of the Contract by both parties as defined in this document.

 

Warranty

 

Air Motion Systems, Inc. (AMS) warrants the Equipment to be free from defects in materials and workmanship for a period of one (1) year from Acceptance, unless otherwise noted in the customer quotation.  Buyer’s and/or End-User’s exclusive remedy and Seller’s limit of liability for any and all losses or damages resulting from defective materials or workmanship shall be the supply of replacement parts and the return of the Equipment to working order in addition to the limitations, if any, set forth in Seller’s Quotation. 

 

1.      Damage, Improper Use and/or Repair.  The AMS Warranty shall be void if the equipment becomes damaged by the Buyer, End-User or Process, and/or improper handling by the Buyer or End-User results in defects, wear, or breakage, or if the Buyer remedies defects in an improper manner, bypasses system alerts or safety precautions, or otherwise intentionally or unintentionally alters the performance of the equipment without Seller’s knowledge and written approval. Improper handling includes operation of the equipment without cooling or with improper water quality or inadequate or improperly maintained cooling equipment.

 

2.      Improper Use of Replacement Parts and/or Consumables. The Air Motion Systems Warranty shall be void if wearing or replacement parts are used in connection with the Equipment that are obtained from sources other than the Seller.

3.      Improper Disassembly.  The Air Motion Systems Warranty shall be void if the Equipment and/or component assemblies of the Equipment are accessed and/or disassembled where secure fasteners or seals have been employed to protect them.

 

4.      Failure to Notify.  The Air Motion Systems Warranty is void if the Buyer or End-User fails to notify seller of excessive wear or unusual operation that may indicate improper function and result in more serious damage if not remedied in a timely manner.

5.     Additional Exlcusions. Warranty excludes consumables and wearable parts and components, including such items as o-rings, optical windows and inserts, and replaceable bulbs and/or light emitting diodes that are subject to degradation over their operating lifetime.

 

 

 

Support

 

The Seller will support the Equipment during the warranty period in the following manner:

 

1.      Remote monitoring via online maintenance application (if the equipment is equipped with remote access capability).  The customer is responsible to supply and maintain at all times an internet connection of suitable bandwidth >512Kbps for the use of Seller’s service personnel.  This connection along with assistance from the End-User’s operators or maintenance personnel will allow the remote diagnostic evaluation of any failure or irregularity.

2.      Repair/replacement of system parts and assemblies.  At the direction of Seller support personnel, Seller may require the removal of an assembly by the Buyer, End-User or on-site Seller technician for exchange with another like assembly for troubleshooting or replacement purposes. Similarly, Seller may require the return of equipment by the Buyer or End-User for factory repair service.  Several of the assemblies of the equipment have been designed in a modular and removable manner to allow for faster trouble-shooting and/or off-site service and repair.

3.      On-site service by Seller designated technicians.  Seller may authorize and direct designated personnel for an on-site service visit to be coordinated with Buyer.  Seller will not be responsible for charges of third party service providers not contracted by the seller or possible damages that may result from unauthorized service.

4.      Replacement of wearing parts.  Wearing parts are excluded from the warranty, but may carry warranties of their own (e.g. infrared and ultraviolet lamps, reflector inserts, emitter windows, o-rings, etc.).  Non-wearing parts may be considered wearing if they contact the Process (ink, coating, substrates, cleaners etc. or their dust or mist), and are damaged by the Process, or become unserviceable due to contamination by the Process and an insufficiency of cleaning. LED chip packages are wearing components, but are covered under the warranty described herein. 

 

Curing Performance

 

Ultraviolet (UV) Curing performance depends on numerous variables beyond the control of Air Motion Systems, and therefore cannot be guaranteed.

 

Equipment Design

 

Buyer and/or End-User acknowledge that Seller retains all right, title and interest in and to the design of the Equipment and all discoveries, inventions, technology and/or know-how related thereto. Buyer and/or End-User will not reverse engineer or otherwise disassemble or copy the Equipment in connection with any plan or effort to reproduce the Equipment and/or to manufacture, market and/or sell products competitive therewith, and/or knowingly permit or enable others to do so. Unless otherwise approved in writing by Seller, Buyer and/or End-User will not sell, transfer or otherwise dispose of the equipment except in connection with (A) a sale of all or substantially of Buyer’s and/or End-User’s assets, provided Buyer’s and/or End-User’s transferee has agreed to be bound hereby or (B) destruction and final disposal of the equipment.

 

Suitability and Disclaimer

 

Seller’s suggested application of the equipment is based on the description of the desired Process by the Buyer or End-User and the Seller’s experience and understanding of common materials and processes in use in the Graphic Arts Industry.  The suitability of the equipment for applications contemplated by the Buyer and/or End-User is the Buyer’s and/or End-User’s sole responsibility.

 

Claimed Defect

 

In the event of serious on-going machine problems that affect production operations, Seller will be allowed a reasonable amount of time to make changes necessary to meet quoted specifications.  Reasonable time is defined as the time necessary for engineering design changes, fabrication of new components and / or delivery of components from outside suppliers to the Seller. In addition, Seller requires reasonable time from the Buyer and/or End-User to access Buyer’s and/or End-User’s equipment for the remedy of such problems.

 

Indemnification

 

Buyer and End-User agree to indemnify and hold Seller harmless from any claims by third parties stemming from the use of the equipment/product.

 

Laws and Codes

 

Seller cannot represent to Buyer and/or End-User that the equipment conforms to all aspects and interpretations of local laws and codes, but will quote additionally if requested, engineering changes and hardware necessary to meet Buyer’s and/or End-User’s interpretation of said codes.

 

Force Majeure

 

The failure of either party to perform its obligations if caused by Force Majeure, as defined below, shall not constitute a breach of the Contract, nor subject the party so failing to any liability to the other; provided, however, that the party affected by such Force Majeure shall promptly notify the other party of (i) the existence of such Force Majeure, (ii) it’s expected duration,  (iii) the estimated effect such Force Majeure will have on the notifying party’s ability to perform its obligations under this Contract, and (iv) when such Force Majeure circumstances have ceased to affect it’s ability to perform its obligations hereunder.

 

As used herein “Force Majeure” means any circumstance beyond the reasonable control of the affected party, including, without limitation, the following:  and act of God, or the public enemy, accident, explosion, fire, storm, earthquake, flood, drought, perils of the sea, the elements, casualty, strikes, lockouts, labor troubles, (whether or not such labor trouble is within the reasonable control of the party affected thereby), riots, sabotage, embargo, war, Federal, state, municipal or other law regulation or order (including laws, regulations and orders pertaining to protection of the environment).

 

Either party affected by a Force Majeure circumstance shall use its best efforts to eliminate and/or mitigate the effect of such Force Majeure.

 

Entire Agreement

 

The Buyer’s order shall become binding upon documented acceptance of the Contract (defined earlier) by both parties and further evidenced through Buyer’s performance of the initial payment.  The terms and conditions contained herein shall not be modified by the use of any purchase order or similar form by the Buyer, unless such a modification is contained in the Contract or in a written supplemental agreement.

 

Orders must comply with the Quotation. Any exception or additional condition or variation of any term requires the issuance of a new Quotation.  Purchase orders are in acceptance of the terms as listed on the referenced Quotation issued by an officer of the Seller.