STANDARD TERMS AND CONDITIONS OF SALE
The following terms and conditions shall apply to all field work orders/contracts between SUMMIT REFRIGERATION GROUP, Inc. (“SUMMIT REFRIGERATION GROUP”) and Purchaser.
Field service (start-up, repair, etc.) will be charged to Purchaser at time and materials rates, plus all living and travelling expenses incurred from the time of leaving SUMMIT REFRIGERATION GROUP’S base of operations until return. Premium rates will be charged to Purchaser for work in excess of eight (8) hours per day before and or after the times of 7:00am to 3:30pm, and for Saturday, Sunday, and holiday work.
SUMMIT REFRIGERATION GROUP warrants for a period of one year from the date of initial installation/start-up, that equipment assembled and sold by SUMMIT REFRIGERATION GROUP will be free from defects in material and workmanship under normal use and proper maintenance. SUMMIT REFRIGERATION GROUP’S obligation under the foregoing warranty shall be limited to the repair or replacement (at SUMMIT REFRIGERATION GROUP’S option) of the equipment or parts thereof; exclusive of the cost of field labor for removing or reinstalling such parts or equipment. In no event shall SUMMIT REFRIGERATION GROUP’S liability be greater than the selling price of the parts or equipment in question. This shall be Purchaser’s exclusive remedy. In no event shall SUMMIT REFRIGERATION GROUP be liable for any loss, damage, cost of repair, production loss or consequential, incidental or special damages of any kind in connection with the sale, installation, use, repair or replacement of the equipment except as herein set forth. SUMMIT REFRIGERATION GROUP shall not be responsible for any damages, losses or other expenses sustained or claimed to have been sustained by Purchaser due to delays during the erection, testing and adjusting period of any equipment. All purchased parts are in warranty per their respective manufacturers’ specifications. SUMMIT REFRIGERATION GROUP’S liability, as set forth above, shall not be extended because of advice given by SUMMIT REFRIGERATION GROUP’ in connection with the design, installation or use of any accessory equipment or product(s):
SUMMIT REFRIGERATION GROUP assumes no responsibility if the manufacturer or sale by Purchaser is an infringement of patent rights or trademarks of other person(s), and Purchaser shall indemnify and save harmless SUMMIT REFRIGERATION GROUP from any expense or loss resulting from infringement liability except as to SUMMIT REFRIGERATION GROUP’S own production equipment processes.
Unless otherwise specified, no local code requirements are considered or included in the specifications incorporated herein. This field work order/contract is subject to revision in the event that the specifications noted herein must be altered or prior approval obtained in order to comply with applicable state or local laws, codes or ordinances that govern the local area where the proposed equipment will be located.
The Purchaser may cancel this order only by giving written notice to SUMMIT REFRIGERATION GROUP. Such notice will be subject to cancellation charges including work in process, products produced, machine work, etc, and all liability for raw material and semi-finished goods purchased specifically for the equipment in question. Material and production charges will be computed for those costs that are actually incurred by SUMMIT REFRIGERATION GROUP’S home office. Purchaser will also be liable for all SUMMIT REFRIGERATION GROUP vendor cancellation charges from items purchased or sub-contracted that are incurred.
Delivery estimates are subject to the availability of products from vendors. SUMMIT REFRIGERATION GROUP assumes no responsibility for failure to make delivery hereunder when such failure is due to an act of God, the public enemy, fire, earthquake, strike, transportation embargoes, civil unrest or similar caused beyond SUMMIT REFRIGERATION GROUP’S reasonable control. If the Purchaser cannot receive equipment when it is ready for shipment, Purchaser must immediately notify SUMMIT REFRIGERATION GROUP. SUMMIT REFRIGERATION GROUP reserves the right to invoice the Purchaser for the equipment and to make reasonable charges for storage until such time as delivery can be made. Unless otherwise stated herein, delivery will be F.O.B point of shipment. In any event, all risk of loss shall pass to Purchaser upon delivery to carrier.
Prices are exclusive of all applicable federal, state and local sales, use and excise taxes unless specifically noted. Any applicable taxes will be added to the invoice as a separate charge to Purchaser.
Purchaser represents to Summit Refrigeration Group that Purchaser is solvent and can and will pay for products delivered to Purchaser in accordance with the terms herein. However, SUMMIT REFRIGERATION GROUP retains the right to require full or partial payment in advance if in SUMMIT REFRIGERATION GROUP’S sole discretion, the situation so requires.
In addition to any other damages or remedies provided SUMMIT REFRIGERATION GROUP by law, Purchaser shall be liable to SUMMIT REFRIGERATION GROUP for reasonable attorney’s fees incurred by SUMMIT REFRIGERATION GROUP in the enforcement and adjudication of its rights hereunder.
No claim or right of SUMMIT REFRIGERATION GROUP arising out of the breach hereof by Purchaser can be discharged or released in whole or in part by a waiver or a renunciation of the claim unless the waiver or renunciation is supported and is in writing signed by an executive officer of SUMMIT REFRIGERATION GROUP. Waiver by SUMMIT REFRIGERATION GROUP of a breach by Purchaser of any provision of this contract shall not be deemed a waiver of future compliance and such provision shall remain in force and effect.
No person, including any representative of SUMMIT REFRIGERATION GROUP’S employee or agent, other than an executive officer of SUMMIT REFRIGERATION GROUP, is authorized to assume on behalf of SUMMIT REFRIGERATION GROUP any liability or responsibility in addition to or different from the terms of the provision herein are of no force or effect.
This contract shall be governed by the laws of the State of Wisconsin.
INVOICES NOT PAID WITHIN TEN (10) DAYS AFTER DUE DATE, SHALL BE SUBJECT TO BEAR INTEREST AT THE RATE OF TWENTY FOUR PERCENT (24%) PER ANNUM UNTIL PAID AT THE SOLE DISCRESSION OF SUMMIT REFRIGERATION GROUP. ALL INVOICES TO BE PAID IN U.S. DOLLARS.