Clark Air Systems end user Terms and Conditions
User Expenses: User is responsible for all expenses and taxes incurred in purchasing goods or performing services by or on behalf of user in connection with the purchase of the Products. Products are not intended for resale.
Billing: Clark Air Systems will invoice End User under the payment terms outlined below. End User is to remit payment to Clark Air Systems 129 Elm Street, East Aurora, NY 14052
Returns: Returned product(s) will only be accepted upon written prior approval by Clark Air Systems. Returns are considered on standard product(s) purchased within 60 days of the original invoice. Clark Air Systems reserves the right to access a 30% restocking fee and shipping charges for returned items. Used media or carbon filters are non-returnable. MSDS of contaminant must be supplied to Clark Air Systems when requesting a return of any used equipment. There are no returns on custom products and parts.
Reseller Receipt of Product: End User or its agents will inspect all Products before any freight bill or delivery sheet is signed. End User will promptly notify Clark Air Systems of any defects in the Products delivered to it. Freight claims are to be filed with the appropriate freight carrier by the End User.
Trademarks: The Clark Air Systems Products will bear only the trademarks, service marks or other marks designated by Clark Air Systems from time to time. To protect Clark Air Systems’s Trademarks, End User agrees to comply with all reasonable instructions or requests of Clark Air Systems respecting Clark Air Systems’s Trademarks. End User acknowledges that Clark Air Systems has the sole right, title and interest in the Clark Air Systems Trademarks, patents and know-how relating to the Products.
Confidentiality: End User will treat as confidential, during and after the purchase, all information identified or treated as confidential and pertaining to the Products or Clark Air Systems, its pricing, business or assets including any confidential memorandums, manuals or customer lists provided by Clark Air Systems (collectively, “Confidential Information”). End User will use the Confidential Information only to perform its duties for the purpose of this purchase, and will not disclose the Confidential Information to any third parties.
End User Relationship: Purchase of Clark Air Systems products by the End user are for End User’s own use and not purchased for resale.
Warranties: Clark Air Systems makes no warranties, express or implied, to End User as to the Products except as stated within Clark Air Systems’s Owner’s Manuals. In addition, any warranties shall become immediately null and void if the Products are altered, modified, tampered with or used in a manner not specifically approved in writing by Clark Air Systems. With respect to claims by End User of Clark Air Systems based upon a defect in the Products, the sole and exclusive remedy of the end user and (if applicable) end user, as well as the sole and exclusive liability of Clark Air Systems, will be limited to repair or replacement at Clark Air Systems’s sole option of any Products which are defective in material workmanship and returned to Clark Air Systems in accordance with Clark Air Systems’s applicable standard service rules provided to end user from time to time. Clark Air Systems will not be liable for indirect, special, incidental or consequential damages or losses or loss of profits as a result thereof. Clark Air Systems assumes no duties or obligations beyond these specified in its terms and conditions.
THE ABOVE MENTIONED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Clark Air Systems makes no claim of design or warranty on installation services and/or duct work design/installation performed by End User or its agents.
Indemnification: End user agrees to indemnify Clark Air Systems for and to hold it harmless against any loss, liability or expense, including costs and expenses of investigating any claim, and reasonable attorney’s fees arising out of or in connection with (a) any acts or failure to act by end user or its agents in connection with this Agreement; (b) any acts or failure to act by end user to comply with any applicable laws, codes, regulations or ordinances in the geographic area where end user installs the Products; (c) any modifications or alternations end user or any third parties make to the Products; and (d) end user’s or a third-party’s installation of the Products for end user. End user also agrees to discharge and to hold Clark Air Systems harmless on account of any taxes imposed upon the Clark Air Systems with respect to any transactions hereunder or any income earned or payments received end user hereunder. End user also agrees to indemnify Clark Air Systems for and hold it harmless against any loss, liability or expense, including reasonable attorney’s fees arising out of or in connection with a or be above.
Injunctive Relief: End user acknowledges that any failure to comply with the requirements related to Confidentiality; Trademarks will cause Clark Air Systems irreparable injury. End user, therefore, agrees that Clark Air Systems may, in addition to all other rights or remedies permitted, seek an order by any court of competent jurisdiction for the specific performance of or an injunction against violation of the requirements of such provisions. End user consents to the jurisdiction of the U.S. District Court of New York and Hennepin County, New York State District Court and agrees that any litigation between the parties may be brought in either of such courts.
Notices: All notices, correspondence and payments will be in writing and will be mailed by certified mail postage prepaid or sent by fax to the respective party to the address stated above. Any notice by certified mail will be deemed to have been given five (5) days after the date of mailing. Any notice by fax will be deemed to have been given two (2) days after receipt.
Miscellaneous: These terms and conditions replace all prior programs and agreements, promises or representations, either direct or implied, between the end user and Clark Air Systems. Agreement to these terms and conditions can be amended by Clark Air Systems upon written 60 day notice. These terms and conditions are personal to end user and cannot be assigned by it without Clark Air Systems’s prior written consent, which Clark Air Systems shall not unreasonably withhold.
Governing Law; Severability: This purchase will be governed by and enforced in accordance with the laws of the State of New York. If any provisions or terms of this purchase are held to be unlawful or unenforceable, the remainder of the provision will remain in full force and effect and will not be affected, impaired or invalidated. Any waiver or failure by Clark Air Systems to enforce any breach of these terms and conditions shall not operate as a waiver of any future breach.
Arbitration: Subject to Injunctive Relief, any dispute arising under terms and conditions shall be submitted to binding arbitration in Buffalo, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The non-prevailing party shall pay the reasonable fees and expenses of the arbitrator.
Collection: In the event Clark Air Systems resorts to collection of any amounts due from end user, the parties agree that Clark Air Systems shall be entitled to recover all costs and expenses of collection, including but not limited to, reasonable attorney’s fees.
Payment Terms:
- To be determined Per End User credit approval by Clark Air Systems
- End user is responsible for shipping to site, rigging, and installation.
- End user is responsible for meeting all applicable local and national zoning and building, codes, rules and regulations.
- Pricing does not include shipping and applicable taxes
AIR QUALITY ENGINEERING, INC. (“Clark Air Systems”) – RESELLER TERMS AND CONDITIONS
Reseller Expenses: Reseller is responsible for all expenses and taxes incurred in selling goods or performing services by or on behalf of Reseller in connection with the distribution of the Products for which Reseller is selling.
Billing: Reseller as a purchaser of product for resale, is solely responsible for invoicing and collecting payments from their customers.
Returns: Returned product(s) will only be accepted upon written prior approval by Clark Air Systems. Returns are considered on standard product(s) purchased within 90 days of the original invoice. Clark Air Systems reserves the right to access a 20% restocking fee and shipping charges for returned items. Used media or carbon filters are non-returnable. MSDS of contaminant must be supplied to Clark Air Systems when requesting a return of any used equipment. There are no returns on custom products and parts.
Reseller Receipt of Product: Agents of Reseller will inspect all Products before any freight bill or delivery sheet is signed. Reseller will promptly notify the Clark Air Systems of any defects in the Products delivered to it. Freight claims are to be filed with the appropriate freight carrier by Reseller.
Trademarks: The Clark Air Systems Products will bear only the trademarks, service marks or other marks designated by Clark Air Systems from time to time. To protect Clark Air Systems’s Trademarks, Reseller agrees to comply with all reasonable instructions or requests of Clark Air Systems respecting Clark Air Systems’s Trademarks including those related to promotional materials. Reseller acknowledges that Clark Air Systems has the sole right, title and interest in the Clark Air Systems Trademarks, patents and know-how relating to the Products.
Confidentiality: Reseller will treat as confidential, during and after the term of this Program, all information identified or treated as confidential and pertaining to the Products or Clark Air Systems, its pricing, business or assets including any confidential memorandums, manuals or customer lists provided by Clark Air Systems (collectively, “Confidential Information”). Reseller will use the Confidential Information only to perform its duties under this Program, and will not disclose the Confidential Information to any third parties. Upon termination of this Program, Reseller will return to Clark Air Systems all copies of the Confidential Information, in whatever form, and refrain after the term from any use of the Confidential Information. Reseller agrees to also immediately delete any electronic storage of any Confidential Information, including but not limited to any information saved on Reseller’s computers.
Reseller Relationship: Reseller is an independent contractor and not an agent, franchisee, partner or joint venture of Clark Air Systems. Neither Reseller nor its agents are authorized to enter into or execute any contract, order, or other commitment and will have no authority to otherwise obligate Clark Air Systems.
Warranties: Clark Air Systems makes no warranties, express or implied, to Reseller as to the Products except as stated within Clark Air Systems’s Owner’s Manuals. In addition, any warranties shall become immediately null and void if the Products are altered, modified, tampered with or used in a manner not specifically approved in writing by Clark Air Systems. Reseller represents and agrees that it will make all statements, representations and warranties with respect to the Products in strict compliance with any such warranty and will not deviate there from except upon written authorization of Clark Air Systems. With respect to claims by a customer of Clark Air Systems based upon a defect in the Products, the sole and exclusive remedy of the customer and (if applicable) Reseller, as well as the sole and exclusive liability of Clark Air Systems, will be limited to repair or replacement at Clark Air Systems’s sole option of any Products which are defective in material workmanship and returned to Clark Air Systems in accordance with Clark Air Systems’s applicable standard service rules provided to Reseller from time to time. Clark Air Systems will not be liable for indirect, special, incidental or consequential damages or losses or loss of profits as a result thereof. Clark Air Systems assumes no duties or obligations beyond these specified in this Program.
THE ABOVE MENTIONED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Clark Air Systems makes no claim of design or warranty on installation services and/or duct work design/installation performed by Reseller, its agents, the end user or the agents of the end user.
Indemnification: Reseller agrees to indemnify Clark Air Systems for and to hold it harmless against any loss, liability or expense, including costs and expenses of investigating any claim, and reasonable attorney’s fees arising out of or in connection with (a) any acts or failure to act by Reseller or its agents in connection with this Agreement; (b) any acts or failure to act by Reseller to comply with any applicable laws, codes, regulations or ordinances in the geographic area where Reseller sells the Products; (c) any modifications or alternations Reseller or any third parties make to the Products; and (d) Reseller’s or a third-party’s installation of the Products for Reseller. Reseller also agrees to discharge and to hold Clark Air Systems harmless on account of any taxes imposed upon the Clark Air Systems with respect to any transactions hereunder or any income earned or payments received Reseller hereunder. Reseller also agrees to indemnify Clark Air Systems for and hold it harmless against any loss, liability or expense, including reasonable attorney’s fees arising out of or in connection with a or be above.
Injunctive Relief: Reseller acknowledges that any failure to comply with the requirements related to Confidentiality; Trademarks will cause Clark Air Systems irreparable injury. Reseller, therefore, agrees that Clark Air Systems may, in addition to all other rights or remedies permitted, seek an order by any court of competent jurisdiction for the specific performance of or an injunction against violation of the requirements of such provisions. Reseller consents to the jurisdiction of the U.S. District Court of New York and Hennepin County, New York State District Court and agrees that any litigation between the parties may be brought in either of such courts.
Notices:All notices, correspondence and payments will be in writing and will be mailed by certified mail postage prepaid or sent by fax to the respective party to the address stated above. Any notice by certified mail will be deemed to have been given five (5) days after the date of mailing. Any notice by fax will be deemed to have been given two (2) days after receipt.
Miscellaneous:These terms and conditions replaces all prior programs and agreements, promises or representations, either direct or implied, between the Reseller and Clark Air Systems. Agreement to these terms and conditions can be amended by Clark Air Systems upon written 60 day notice. These terms and conditions are personal to Reseller and cannot be assigned by it without Clark Air Systems’s prior written consent, which Clark Air Systems shall not unreasonably withhold.
Governing Law; Severability: This purchase will be governed by and enforced in accordance with the laws of the State of New York. If any provisions or terms of this purchase are held to be unlawful or unenforceable, the remainder of the provision will remain in full force and effect and will not be affected, impaired or invalidated. Any waiver or failure by Clark Air Systems to enforce any breach of these terms and conditions shall not operate as a waiver of any future breach.
Arbitration: Subject to Injunctive Relief, any dispute arising under terms and conditions shall be submitted to binding arbitration in Buffalo, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The non-prevailing party shall pay the reasonable fees and expenses of the arbitrator.
Collection: In the event Clark Air Systems resorts to collection of any amounts due from Reseller, the parties agree that Clark Air Systems shall be entitled to recover all costs and expenses of collection, including but not limited to, reasonable attorney’s fees.
Payment Terms:
- To be determined Per Reseller credit approval by Clark Air Systems
- Reseller is responsible for shipping to site, rigging, and installation.
- Reseller is responsible for meeting all applicable local and national zoning and building, codes, rules and regulations.
- Pricing does not include shipping and applicable taxes
