ACCEPTANCE
Invoices are submitted for acceptance within 30 days from the date of invoice. Prices are firm after acceptance provided the Buyer releases the order for production within 90 days of placement (See paragraph “Prices”). Typographical and clerical errors in quotations, orders and acknowledgments are subject to correction.

TERMS OF PAYMENT
Terms are Prepaid unless specified to the contrary and subject to the approval of Ultimate Aire. For terms other than prepayment, a service charge of 1.5% per month may be invoked and applied after the (Net) 30 day period until payment is received. Invoicing will be rendered prior to shipment unless otherwise indicated. The stated price is subject to any state, federal or local government regulatory ordinances or statutes governing interest rates and shall be construed and interpreted to allow the highest rate applicable and not more. In the event of a conflict between this rate and other law, the law shall prevail. In the event Ultimate Aire employs an attorney to enforce its rights and remedies under this agreement and/or to collect funds owing pursuant to this agreement, Buyer agrees to pay a reasonable attorney's fee for Ultimate Aire’s attorney, plus all other reasonable expenses incurred by Ultimate Aire in enforcing its rights under this agreement.

TAXES
Unless specifically stated, we include no taxes of any kind in the sale price. Any taxes, if applicable and imposed by any present or future local, state or federal agency for any reason must be paid by the Buyer.

SHIPMENTS
All shipments are f.o.b. Factory or, if shipped from another location, f.o.b., point of shipment with charges either allowed, added to invoice, or collect as noted.

CLAIMS
The responsibility of Ultimate Aire ceases upon delivery of material in good order to the carrier. As all goods are shipped at Buyer’s risk, any claims for damage or shortage or loss in transit must be filed by the Buyer against the transportation company. (We will assist the Buyer in any reasonable way possible in the filing and collection for any claim for damages and/or losses while in transit.) Claims against factory shortages will not be considered unless made within 60 days after receipt of the goods.

ACCEPTANCE OR APPROVAL
Should the equipment on this proposal be purchased subject to acceptance or approval of another (such as Architect, Engineer. Owner, etc.), Ultimate Aire shall not be liable in any way should acceptance or approval not be granted. We cannot guarantee to meet or equal specifications written on behalf of another equipment manufacturer.

WARRANTIES
Ultimate Aire extends to Buyer the manufacturer’s warranty (a copy of which is available upon request). Manufacturer's warranty is in lieu of any warranties contained in any applicable project conditions, plans, or specifications unless specifically stated otherwise. Ultimate Aire makes no other warranties, express or implied, as to any matter whatsoever, including without limitation, the conditions of the equipment, its merchantability or fitness for a particular purpose. Ultimate Aire shall not be liable for any damages by reason of failure of the equipment to operate or a faulty operation of this equipment. Ultimate Aire shall not be held responsible for any direct, incidental or consequential damages or liquidated damages or losses (including but not limited to loss of use, income, profit or production, or spoilage or increased cost of operation) resulting from the installation, operation or use of the equipment.

LIMITATION OF REMEDY
Ultimate Aire shall have no liability for any damage caused by negligence, accident, misuse, improper storage, improper installation, improper service, maintenance or operation. Ultimate Aire’s liability (whether under theories of warranty, negligence, strict liability or contract) is limited solely to repair or replacement of the equipment or its parts by Ultimate Aire or its duly authorized representative, or at Ultimate Aire’s option and in its sole discretion, refund of the purchase price, and the foregoing shall be the sole and exclusive remedy against Ultimate Aire. In no event shall Ultimate Aire’s liability with respect to the goods or their non-delivery exceed the purchase price paid by Buyer to ULTMATE AIRE. Buyer shall have no right to consequential or incidental damages or to any remedy not hereinbefore described. Any claim by Buyer against Ultimate Aire with respect to the goods is deemed waived by Buyer unless submitted to Ultimate Aire in writing within ten (10) days of the date Buyer discovered or by reasonable inspection should have discovered, the basis for such claim.  

CLAIMS RESOLUTION
All claims and disputes between Buyer and Ultimate Aire arising out of or relating to performance of any agreement or breach thereof involving this project shall be decided by binding arbitration in accordance with the construction Industry Arbitration rules of the American Arbitration Association (AAA) then existing. Notice of Demand for Arbitration shall be filed in writing by either party to this agreement with the other and with the regional office of the AAA in Charlotte, North Carolina. Both parties will have the right to conduct discovery in accordance with the Federal Rules of Civil Procedure and within reasonable time limitations to be imposed by the AAA or the arbitrators. Any award arising from such proceedings shall be final and binding upon the parties and enforceable in accordance with the Federal Arbitration Act.

DELAYS OR COMPANY CANCELLATIONS
Ultimate Aire shall not be liable for cancellations or delays in making delivery hereunder when such cancellation or delay results from an act of God or the public enemy, accident, explosion, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lock-outs, labor troubles, riots, sabotage, embargo, wars (whether or not declared and whether or not the United States is involved), federal, state or municipal law, ordinance, rule, regulation, order license, priority, seizure requisition or allocation or other restrictions, failure or delay of transportation, shortage of or inability to obtain supplies, equipment, fuel or labor or any other circumstances of a similar or different nature beyond the reasonable control of the Ultimate Aire. In the event an order must be cancelled due to such an event as outlined above, Ultimate Aire’s liability for any such action is limited to refund of any money paid to Ultimate Aire by Buyer.

CREDIT
If Buyer’s credit, at the sole judgment of the ULTIMATE AIRE, is impaired at any time, Ultimate Aire shall have the right to defer shipment or cancel the order.

PENALTIES
No penalty clause of any kind will be effective unless approved in writing by an officer of Ultimate Aire.

Buyer CANCELLATION
Should the order be cancelled through no fault of Ultimate Aire, the Buyer is liable for reimbursement for any and all expenses incurred in connection with this transaction; and in accordance with law for any other losses incurred by Ultimate Aire.

RETURN OF GOODS
Please take special care to order carefully and completely. All products purchased are custom orders. Custom orders were manufactured in accordance with customer specifications, and therefore, are only returnable per the terms of our RMA policy (http://www.ultimateairehoods.com/warranty.htm). Verify all information before placing the order. Please review policy with your sales consultant prior to purchasing if you have any questions.

PRICES
Unless otherwise notified, prices on orders will be held firm provided the order is released for production within 90 days of placement. (The date of placement being the date of the Buyer's order and the date of release being the date the official notice of release is received at Ultimate Aire's offices.) Order released after 90 days from date of customer's purchase order may be subject to escalation.

TITLE
The title to all material(s) and/or equipment and to any and all additions and accessories thereto and substitutions therefore, shall remain with Ultimate Aire until the purchase price thereof is paid in full.

        
  ULTIMATE AIRE  HOODS A Pleeter Ventilation Product, Utica NY