Best Aire Updates:

Terms and Conditions

1. Acceptance of Orders – All orders are accepted and all sales are made subject to the provisions of any other written agreement, if any, between us under which your order is placed, or if no such agreement or written contract exists, all acceptances of orders and sales are conditioned upon the Buyer’s assent to the following terms and conditions.

2. Prices and Quotations – Written quotations automatically expire, unless accepted, within 30 days from the date quoted and are subject to termination by notice within that period. Verbal quotations expire, unless accepted, on the day they are made. The price does not include any Federal, State, or local property, license, service, use, excise, value added, gross receipts, or other like taxes which now or hereafter would be applicable with respect to this transaction, the property, its purchase, sale, replacement value or use or any other services performed in connection therewith. Buyer agrees to pay or reimburse Best-Aire Compressor Services Inc. (“Best-Aire CSI”), its subcontractors or suppliers for any such taxes which Best-Aire CSI, its subcontractors or suppliers are required to pay or collect or which are required to be withheld by Buyer.

3. Penalty Clause – No penalty clause of any description, in any specification or order, will be effective unless specifically approved in writing by an officer of Best-Aire CSI.

4. Cancellation – An order, once placed with and accepted by Best-Aire CSI, can be canceled with Best-Aire CSI’ consent and upon terms that identify Best-Aire CSI against loss.

5. Taxes – IN THE ABSENCE OF PROPER EVIDENCE OF EXEMPTION SUPPLIED TO Best-Aire CSI, if any sales, use or similar tax is payable in connection with any transactions or part thereof, between Buyer and Best-Aire CSI with respect to the goods, delivered, Buyer will upon demand of Best-Aire CSI pay to it the amount of any such tax.

6. Terms of Payment – All payments are due net thirty (30) days from date of invoice. In the absence of any specific designation of payment or in the event of a failure by Buyer to make timely payment under this or any contract with Best-Aire CSI, Best-Aire CSI may, at its election, apply any payments by Buyer to Buyer’s various accounts in such proportion as Best-Aire CSI deems appropriate. If delivery is delayed by Buyer, payment shall become due on the date Best-Aire CSI is prepared to make delivery. All installment deliveries shall be separately invoiced and paid for without regard to subsequent deliveries. Delays in delivery or non-conformities in any installment shall not relieve Buyer of its obligation to accept and pay for remaining installments.

7. Contract – The contract, in regard to goods purchased hereunder, consist in its entirety of the terms and conditions appearing on the face of this instrument, excluding all usage’s of trade and all terms and conditions of the order which are in conflict with, or which are in addition to, the terms and conditions appearing hereon. No changes or additions to this contract shall be in effect unless contained in a writing signed by the party claimed to be bound thereby and no changes or additions shall be effected by the return to you, signed or unsigned, of any other forms accompanying the order which Buyer may require Best-Aire CSI to return.

8. Returned Products – No product may be returned without the written permission of Best-Aire CSI. Products manufactured to Buyer specifications will not be accepted for return. Any cost incurred by Best-Aire CSI to put products in first class condition, either for resale or with any modifications to be made for Buyer’s request for return use, will be paid by Buyer. Replaced parts become the property of Best-Aire CSI. Products accepted for return are subject to are stocking charge plus the cost of transportation. Such returns shall be in accordance with procedures as reasonably established by Best-Aire CSI.

9. Cancellation – In the event Buyer wishes to cancel an order placed with Best-Aire CSI, Buyer shall be responsible for any cancelation fee that Best Aire CSI incurs from the manufacturer or supplier, paid within Net 30 of when said fee is presented to Buyer.

10. Shipping and Delivery – Delivery and shipping promises are made in good faith. The shipping date appearing on acknowledgment of orders, or given the Buyer in any other manner, are approximate. Where the Buyer delays in supplying information to proceed with the order, the date of shipment may be extended accordingly, and determined by conditions at Best-Aire CSI’ shop at the time when specifications were complete. Best-Aire CSI shall not be liable for delay in delivery due to causes beyond its reasonable control, or due to acts of God, acts of Buyer, fire, strikes or other contracted action of workmen, flood, epidemics, quarantine restrictions, war insurrection, riots, civil or military authority, car wrecks, delays or shortages in transportation, unusually severe weather or inability to obtain necessary labor, materials, or manufacturing facilities due to such causes, and in the event of any such delay the date of delivery shall be extended for a length of time as may be reasonably necessary to compensate for the delay. All products are carefully packed for shipment, and Best-Aire CSI will assume no responsibility for delay, breakage, or damage after delivery in good order had been made to the carrier. Buyer has the responsibility to inspect shipments prior to or during unloading to identify any damage. All claims for loss, damage or delay must be made to carrier by Buyer. Claims for shortages or other errors must be made in writing to Best-Aire CSI within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and waiver of all claims by Buyer.

11.Transportation Expenses – Unless otherwise stated on the face thereof, freight terms are Prepay & Add and are delivered F.O.B. shipping point. Where scheduled delivery of products is delayed by Buyer, Best-Aire CSI may deliver such products by moving it to storage for the account of and at the risk of Buyer. If Buyer requires shipment by method or routing other than that selected, Buyer shall pay for any additional charges or cost resulting from its requirement.

12. Warranty – Best-Aire CSI provides no warranty, unless specifically stated in writing.

13. Credit – Shipments and deliveries shall, at all times, be subject to the approval and limitations set by Best-Aire CSI’ credit department. Prior to any extension of credit, Buyer shall submit to Best-Aire CSI an application in a form acceptable from Best-Aire CSI. Buyer shall execute such other instruments of documentation as Best-Aire CSI shall require prior to any extension of credit to Buyer. If Buyer shall fail to make any payments in accordance with the terms and conditions thereof or any instrument referred to herein, or if Best-Aire CSI has any doubt as to Buyer’s financial responsibility, Best-Aire CSI, in addition to all other rights and remedies, but not in limitation thereof, may at its option and without prior notice, defer shipments, services or deliveries hereunder, or under any other contract with Buyer.

14. Cost of Collection – Buyer shall pay all costs of collection, including but limited to reasonable attorney’s fees, court costs and collection agency fees involved in the collection of (a) past due accounts; (b) amounts owed to Best-Aire CSI by reason of Buyer’s breech of the Agreement, or any other term or condition hereof, or any other agreement between Buyer and Best-Aire CSI; (c) any amounts due for repair work not covered by Best-Aire CSI’ limited warranty; (d) any and all amounts owed by Buyer to Best-Aire CSI for any other reason whatsoever.

15. General – Unless otherwise expressly agreed in writing by a duly authorized representative of Best-Aire CSI and subject to the terms of the Agreement, if any, these terms and conditions supersede all other communications and agreement and notwithstanding any conflicting or different terms and conditions in any order or acceptance of Buyer, all sales and shipments shall be exclusively governed by these terms and conditions. Any design, manufacturing drawings or other information submitted to Buyer and not intended for dissemination by Buyer remain the exclusive property of Best-Aire CSI and may not, without its consent, be copied or communicated to a third party. This contract is not assignable or transferable voluntarily or by operation of law. No waiver of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of Best-Aire CSI. If any term and condition is found to be unenforceable by a court of competent jurisdiction, said court may sever such term of condition from this contract and the remaining terms and conditions shall be enforced by said court.

16. Remedies – The remedies expressly provided for in these conditions shall be in addition to any other remedies which Best-Aire CSI may have under the Uniform Commercial Code or other applicable law.10.Transportation Expenses – Unless otherwise stated on the face thereof, freight terms are Prepay & Add and are delivered F.O.B. shipping point. Where scheduled delivery of products is delayed by Buyer, Best-Aire CSI may deliver such products by moving it to storage for the account of and at the risk of Buyer. If Buyer requires shipment by method or routing other than that selected, Buyer shall pay for any additional charges or cost resulting from its requirement.

17. Jurisdiction & Venue – The exclusive venue and jurisdiction for any litigation brought by Best-Aire CSI or Buyer against the other concerning any transaction shall only be brought only in the civil or state courts of Michigan, in the County of Kent or in the U.S. District Court for the Western District of Michigan. Best-Aire CSI and Buyer by its acceptance hereof agree to submit to the jurisdiction of such courts.