Terms of Sale and Warranty Information

PRICING POLICY
Prices are FOB (or FCA) Factory / Freight / Origin Collect, unless otherwise agreed in writing. Prices do not include any taxes or excises applicable to the sale of goods (including manufacturer’s, sales, excise, duty, custom, import, export, value added or any other taxes or levies), which are the responsibility of the customer (Customer) and will be added to the invoice. Super Radiator Coils (SRC) reserves the right to adjust prices to those in effect at time of shipment (via surcharge or credit) due to fluctuations in material costs.

TERMS OF PAYMENT
Terms of payment are subject to approval by SRC’s Credit Department. Normal terms for approved accounts are Net 30 days.

GENERAL CONDITIONS

1. All orders must be in writing and are subject to written acceptance by SRC.
2. Shipping dates given are estimates only and not guaranteed. SRC will not be liable for any delays due to fires, floods, accidents, riots, strikes, government action, shortages of material, labor or supplies, lack of transportation or any other circumstances beyond its control.
3. Cancellation of any order shall not be accepted unless SRC is reimbursed for any and all expenses and direct and indirect costs incurred.
4. In the interest of product improvement or manufacturability, SRC may in its sole discretion change specifications, design, and material without notification to the Customer.
5. Goods may not be returned except by permission of SRC along with our Return Material Authorization tracking number (RMA). Returned goods must be shipped and prepaid and are subject to handling charges.
6. For any products manufactured to meet the Customer’s particular specifications that are not in accordance with SRC’s standard product design, application, or manufacturing processes, the Buyer will hold SRC harmless from liability, as well as form all costs and expenses, arising out of or in connection with the manufacture, sale or use of that product, including any claim or patent infringement.
7. All responsibility of SRC for the goods ceases upon delivery of goods to the possession of the carrier, at which time the Customer assumes all risk of damage and loss.
8. The Customer must immediately inspect the goods upon receipt. Claims for loss, damage or shortages will not be accepted by SRC unless both SRC and the carrier are notified within three (3) days after receipt of the goods and the Customer has filed a claim with the carrier for the loss, damage or shortage.
9. Any dispute regarding any goods provided by SRC shall be governed by the laws of the state in which SRC manufactured the goods (the “State”) without giving effect to the State’s choice of laws principles.  Any litigation related to or involving the goods provided by SRC shall be adjudicated in a state or federal court serving the county in the State where SRC manufactured the goods, and Customer irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such courts, including that either is an inconvenient forum.  SRC AND CUSTOMER WAIVE THEIR RIGHTS TO TRIAL BY JURY.

Warranty Terms

SRC warrants only to the original non-consumer Customer for a period of one (1) year from the date of shipment (Warranty Period) that the SRC product (the Product) will be free from defects in material and workmanship under normal use and service (Limited Warranty).

If any breach of the Limited Warranty is reported to SRC in writing before the expiration of the Warranty Period, then SRC, at its sole and exclusive option and after confirmation of the existence of a defect covered by the Limited Warranty, will either:

1. Repair the defective part or parts;
2. Provide a replacement Product; or
3. Refund the Customer 100% of amounts paid for such defective Product

To obtain one of the above remedies, the Customer must return the allegedly defective Product to a SRC factory at the Customer’s expense with a return authorization number, which may be obtained from SRC upon request.

If SRC confirms that there is a defect covered by the Limited Warranty and SRC thereafter elects to repair or replace the defective Product, then SRC will, at SRC’s expense, return the repaired or replaced Product to the Customer via common carrier. If SRC determines that there is not a defect covered by the Limited Warranty, then SRC, at Customer’s request, will return the Product to the Customer via common carrier at the Customer’s expense.

DISCLAIMER OF IMPLIED AND OTHER WARRANTIES. THE EXPRESS LIMITED WARRANY SET FORTH ABOVE IS THE EXCLUSIVE WARRANTY MADE BY SRC AND SRC MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT AND RELATED SERVICES, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR ANY OTHER MATTER.

EXCLUSIVE REMEDIES. THE EXPRESS REMEDIES SET FORTH ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE CUSTOMER RELATED TO ANY DEFECTS IN ANY PRODUCT AND FOR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, SRC’S NEGLIGENCE. The purpose of the express sole and exclusive remedies is to provide the Customer with the repair or replacement of, or to enable the Customer to return in exchange for cash consideration, a Product of SRC that is determined to be defective by SRC under the preceding Limited Warranty. These sole and exclusive remedies will not be deemed to have failed of their essential purpose as long as SRC is willing and able to replace such defective Product in the prescribed manner or willing to accept return of such defective products in exchange for the stated cash consideration. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SRC TO CUSTOMER AND ANY THIRD PARTY UNDER ANY ORDER FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OBLIGATIONS AND COSTS ARISING UNDER OR RELATING TO SRC’S PERFORMANCE, OR THE BREACH THEREOF, EXCEED THE PRICE OF THE AFFECTED GOOD OR PRODUCT. IN NO EVENT SHALL SRC BE LIABLE OR RESPONSIBLE FOR ANY LOSS OF PROFITS, OF USE OF CAPITAL, OF GOODWILL OR OF REPUTATION OR BUSINESS, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, TORT, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE PERFORMANCE UNDER ANY ORDER, OR THE BREACH OR REPUDIATION THEREOF, REGARDLESS OF WHETHER SUCH CLAIMS ARISE IN TORT, CONTRACT, OR OTHERWISE.

LIMITATIONS APPLICABLE TO THE LIMITED WARRANTY. The Limited Warranty is given only to the Customer who is the first non-consumer purchaser of the Product, and is not given to any subsequent owners or any other user of the Product or any other person or entity. The Limited Warranty does not apply to alleged defects resulting from or related to: improper use or applications, misuse, improper handling or other abuse, failure to adhere to applicable instructions, tampering, neglect, alterations or repair by someone other than SRC, accident, corrosive atmospheres, improper installation, improper mounting, trapping, rapid cycling, water hammer, freezing, thermal expansion, or contraction stresses, vibration, mechanical shock, tensile or compressive forces, external coatings not approved by SRC, hydraulic or thermal shock, pulsation, inadequate or improper maintenance, erosion, inadequate design, poor air distribution, improperly specified design conditions, operating conditions beyond the limits of the design or any reason not related to defects in material or workmanship of the Product.

The Customer is solely responsible for determining whether a product purchased from SRC is suitable for the Customer’s needs or applications. Although SRC may be asked to provide opinions or other information about its product(s) in a proposed application or make opinions or other information available from time to time, SRC will not, by responding to request for or otherwise providing opinions or other information, assume any responsibility for the design or suitability of the Customer’s product(s) in the proposed application, the Customer’s methods, processes or products, to supplement any opinions or information provided or to make further information available. Notwithstanding the foregoing, if SRC acts, produces product(s) or provides opinions or other information based upon facts, circumstances or other information provided by Customer or on Customer’s behalf, and such facts, circumstances or other information was either inaccurate or incomplete or relevant actual facts, circumstances or other information relating to such action, product(s), opinion(s), or other information of SRC are different from that disclosed to SRC, then SRC will have no responsibility to the Customer under this Limited Warranty or otherwise. The Customer will at all times be responsible for determining the suitability of SRC’s opinions, other information, processes, services, and product(s) for use in the Customer’s own applications and for identifying and performing to the Customer’s satisfaction all quality control tests, analyses, forecasts, and other tests and examinations necessary to assure that the Customer’s products and services will be safe, acceptable and suitable for use under end-use conditions.

These terms cannot be amended or modified as against SRC except by a writing signed by an authorized officer of SRC. No claim or right of SRC arising out of any breach of any of the Customer’s obligations to SRC may be discharged by any purported waiver or renunciation unless such waiver or renunciation is made expressly by SRC in writing and is supported by consideration.

SHIPPING TERMS

If SRC, at the request of Customer, has agreed in writing to be responsible for shipping and all associated freight costs in connection with delivery of goods (Goods) to Customer’s designated location under an order and SRC has arranged and contracted for shipment of the Goods on Customer’s behalf, then Customer agrees as follows:

1.  Immediately upon receipt of the Goods or delivery of the Goods to the designated location, whichever comes first, Customer shall carefully and diligently inspect all Goods and specifically look for any damage to the Goods.
2. If the Goods are destroyed, deficient, non-compliant, or damaged in any way, shape or form (Damaged Goods) then Customer must mark the delivery receipt (or proof of delivery) as “REJECTED and DAMAGED” and specifically and accurately describe the Damaged Goods on the delivery receipt (or proof of delivery).
3. After marking the delivery receipt as REJECTED and DAMAGED and describing the Damaged Goods on the delivery receipt (or proof of delivery), the Customer must have the delivery receipt (or proof of delivery) signed by the carrier’s representative.
4. Customer must immediately take time-stamped photos or videos of the Damaged Goods and document the Damaged Goods in any other reasonable manner, notify SRC immediately of the Damaged Goods and submit all such videos, photos and other evidence to SRC.
5. Customer shall not disturb the Damaged Goods and must maintain the Damaged Goods in the received condition until the carrier leaves the premises with the Damaged Goods.
6. Customer shall refuse acceptance of the Damaged Goods and direct the carrier to take the Damaged Goods back to the terminal with instructions to ship and return the Damaged Goods back to SRC.
7. Customer shall follow all instructions given by SRC and cooperate with SRC as requested in connection with SRC’s handling of the matter and efforts to file a claim for recovery.
8. If there is hidden damage or damage to the Goods that is not able to be discovered based on careful and diligence inspection, then Customer must give SRC notice of such hidden or undiscoverable damage within 3 business days following delivery of the Goods  

Customer’s failure to strictly comply with these shipping terms will prejudice SRC’s ability to file a damage claim and receive compensation from the carrier. Therefore, if Customer does not strictly comply with these shipping terms, then Customer will be liable to SRC for the price or value of the Goods notwithstanding anything to the contrary under the order or any other documentation between the parties.