Specific Systems, LLC Standard Terms and Conditions of Sale
Please read these terms and conditions carefully. They materially affect the parties’ obligations. Specific Systems (Seller) will accept orders and do business only on the terms and conditions of this form.
In the event Specific Systems, LLC, and Customer have entered into a Master Purchase Agreement, which remains in effect and is applicable to this Order, then the terms of the Master Purchase Agreement shall apply to this Customer Purchase Order. In all other instances, all Customer Purchase Orders are accepted subject to these Standard Terms and Conditions of Sale and further subject to all additional Specific Systems, LLC, terms and conditions presented on or accompanying a Specific Systems, LLC, Quotation or Specific Systems, LLC, Order Acknowledgment. Specific Systems, LLC, specifically rejects and disclaims all conflicting and additional terms and conditions contained in Customer's Purchase Orders, including associated forms and/or documents. Any amendment of Specific Systems, LLC's Standard Terms and Conditions of Sale must be in writing and signed by Specific Systems, LLC, to be binding on Specific Systems, LLC. In the event of a conflict between Customer's Purchase Order or associated documents and the terms and conditions herein, the terms and conditions herein including the Order Acknowledgment shall govern.
1. DEFINITIONS AND INTERPRETATION
"Specific Systems, LLC" means Specific Systems, LLC, a division of AirX Climate Solutions, ACS, Inc. "Customer" means the person or entity to whom Products or Services are provided. "Purchase Order” means Customer's document for the acquisition of Products and/or Services, exclusive of all pre-printed terms and conditions contained thereon. "Quotation" means Specific Systems, LLC's offer to sell Products and/or Services.
2. ACCEPTANCE OF PURCHASE ORDERS
As used herein, "Acceptance of Customer's Purchase Order" shall mean Specific Systems, LLC's issuance of an Order Acknowledgment, agreeing to supply the Products and/or Services identified in Customer's Purchase Order under the terms and conditions herein. No Customer Purchase Order will be binding upon Specific Systems, LLC, until Specific Systems, LLC, issues its written Order Acknowledgment.
3. PURCHASE ORDER CHANGES
Customer may not change its Purchase Order without Specific Systems, LLC's written consent. Customer's oral requests for Products and/or Services shall be binding on Customer and may be deemed by Specific Systems, LLC, as valid Customer Purchase Orders, governed by these Terms and Conditions.
4. PRICE OF MATERIAL AND/OR SERVICES
The price for Products and Services are based on Specific Systems, LLC's published list prices in effect at time of receipt of Customer's Purchase Order unless otherwise set forth in the Order Acknowledgment, or a validly issued Quotation or proposal. A Quotation or proposal is valid for thirty (30) days from date of issue. Errors or omissions in price and/or terms are subject to correction by Specific Systems, LLC. All published list prices are subject to change without notice. Specific Systems, LLC retains all rights to change or discontinue Products and/or Services at its sole discretion.
5. PACKAGING, SHIPMENT AND SERVICE DATES
All shipments are Ex Works – Specific Systems, 439 W. 41st Street, Tulsa OK, 74107. Shipping dates are estimates only. Seller will use reasonable effort to meet estimated dates, subject to Buyer’s prompt provision of complete and correct specifications. Partial shipments may be invoiced separately. Failure to pay any installment when due will excuse Seller from making future deliveries. Products shall be suitably packed, and charges may apply for special packaging or documentation.
6. TITLE, RISK OF LOSS, AND INSURANCE
Title, risk of loss or damage, and insurance responsibilities pass to Customer upon acceptance of Products by the shipping agent or carrier.
7. ACCEPTANCE OR REJECTION OF PRODUCTS AND/OR SERVICES
Customer has thirty (30) calendar days from delivery to inspect and communicate any rejection. Products/Services not rejected within this period are deemed accepted.
8. PAYMENT TERMS
Standard terms are Net 30 from the invoice date. Export orders and replacement parts require prepayment. Late charges of 1.5% per month or the maximum allowed by law may apply. Specific Systems, LLC may alter credit terms based on Customer’s financial condition. New customer terms are subject to credit review and approval.
9. PRODUCT AND SERVICES WARRANTY
Products are warranted from date of shipment to conform to specifications and be free from substantial defects under normal use for the period stated in the published warranty. All other warranties, including merchantability or fitness for a particular purpose, are disclaimed.
10. WARRANTY REMEDIES
Remedies include repair, replacement, re-performance, or credit at Specific Systems, LLC’s discretion. Refurbished product may be used. The company is not liable for misuse, unauthorized modification, or issues caused by third-party equipment or services.
11. RETURNS
Returns require prior authorization. Customer must obtain an RMA number and pay all return shipping. Fees may apply.
12. DISCLAIMER OF LIABILITY
Specific Systems, LLC will not be liable for injuries or property damage except in cases of willful misconduct or negligence. No liability for loss of data, profits, or other indirect, incidental, or consequential damages.
13. COMPLIANCE WITH APPLICABLE LAWS
Customer will comply with all laws relating to the purchase, sale, and use of products, including FCPA and the Export Administration Act.
14. SEVERABILITY
If any provision is found unenforceable, the rest remain in effect and shall be interpreted without the invalid portion.
15. FORCE MAJEURE
Specific Systems, LLC is not liable for delays due to causes beyond its control. Delivery obligations are extended accordingly. Customer must continue to pay for delivered portions.
16. GOVERNING LAW/VENUE
Oklahoma state law governs. The UN Convention on Contracts for the International Sale of Goods does not apply.
17. PROPRIETARY RIGHTS INDEMNIFICATION
If a product is subject to a U.S. IP infringement claim, Specific Systems, LLC may modify it, procure usage rights, or defend the Customer.
18. CANCELLATION FOR DEFAULT
Specific Systems, LLC may cancel orders if the Customer becomes insolvent, fails to perform obligations, or fails to pay within 15 days of notice.
19. WAIVER
Any waiver must be in writing. One waiver does not waive future compliance.
20. FOREIGN TRANSACTIONS
No products may be distributed to foreign countries/parties prohibited by U.S. law.