Modular Hi-Rise Replacement Series – MIY
INSTALLATION, OPERATION, & MAINTENANCE MANUAL
26
TERMS AND CONDITIONS
1. Orders shall not be binding upon International Environmental Corporation, an Oklahoma
corporation (hereinafter referred to as “IEC”) unless accepted by an authorized representative of
IEC at its office in Oklahoma City, Oklahoma. No distributor, sales representative or any other
person or entity (except authorized employees of IEC at its office in Oklahoma City, Oklahoma)
has any authority whatsoever to bind IEC to any representation or agreement of any kind.
2. IEC does not build items to plans and specifications. IEC agrees to furnish only the items as
described in IEC’s acknowledgment unless IEC’s office in Oklahoma City, Oklahoma has
previously received and accepted, in writing, approved submittals from Purchaser.
3. Prices acknowledged are firm only if Purchaser releases the goods covered by this order for
immediate production by IEC within sixty (60) days from the date of Purchaser’s initial offer to
purchase and for shipment by IEC within IEC’s estimated shipping date, unless otherwise agreed
to in writing by IEC at its office in Oklahoma City, Oklahoma. If Purchaser does not meet the
terms and conditions of this paragraph, the prices are subject to escalation to those prices in effect
at time of shipment without notice to Purchaser.
4. All prices are F.O.B. IEC’s factory, unless otherwise agreed by IEC in writing; and, all payments
and prices shall be in U.S.A. dollars.
5. If goods are released for production but IEC is prevented by the Purchaser from shipping upon
completion or by IEC’s estimated shipping date, whichever is later, IEC may at its option, in
addition to all other remedies, invoice Purchaser to be payable within thirty (30) days and store the
goods at Purchaser’s sole expense.
6. Title to and risk of loss to the goods passes to the Purchaser F.O.B. IEC’s factory.
7.
Disclaimer
It is expressly understood that unless a statement is specifically identified as a warranty,
statements made by IEC or its representatives relating to IEC’s products, whether oral, written or
contained in any sales literature, catalog or any other agreement, are not express warranties and do
not form a part of the basis of the bargain, but are merely IEC’s opinion or commendation of
IEC’s products.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THERE IS NO
EXPRESS WARRANTY AS TO ANY OF IEC’S PRODUCTS. IEC MAKES NO
WARRANTY AGAINST LATENT DEFECTS. IEC MAKES NO WARRANTY OF
MERCHANTABILITY OF THE GOODS OR OF THE FITNESS OF THE GOODS FOR
ANY PARTICULAR PURPOSE.
8.
Grant of Limited Express Warranty
IEC warrants IEC products purchased and retained in the United States of America and Canada to
be free from defects in material and workmanship under normal use and maintenance as follows:
(1) All complete fan coil units built or sold by IEC for twelve (12) months from date of unit start
up or eighteen (18) months from date of shipment (from factory), whichever comes first.
All parts must be returned to IEC’s factory in Oklahoma City, Oklahoma, freight prepaid, no later
than sixty (60) days after the date of the failure of the part; if IEC determines the part to be
defective and within IEC’s Limited Express Warranty, IEC shall, when such part has been either
replaced or repaired, return such to a factory recognized contractor or service organization, F.O.B.
IEC’s factory, Oklahoma City, Oklahoma, freight prepaid. The warranty on any parts repaired or
replaced under warranty expires at the end of the original warranty period. For information and
warranty service contact:
International Environmental Corporation
Customer Service
5000 West I-40
Oklahoma City, OK 73128
(405) 605-5000
This warranty does not cover and does not apply to: (1) Air filters, fuses, fluids; (2) Products
relocated after initial installation; (3) Any portion or component of any system that is not supplied
by IEC, regardless of the cause of the failure of such portion or component; (4) Products on which
the unit identification tags or labels have been removed or defaced; (5) Products on which
payment to IEC is or has been in default; (6) Products which have defects or damage which result
from improper installation, wiring, electrical imbalance characteristics or maintenance; or are
caused by accident, misuse or abuse, fire, flood, alteration or misapplication of the product; (7)
Products which have defects or damage which result from a contaminated or corrosive air or
liquid supply or operation at abnormal temperatures; (8) Mold, fungus or bacteria damages; (9)
Products subjected to corrosion or abrasion; (10) Products manufactured or supplied by others;
(11) Products which have been subjected to misuse, negligence or accidents; (12) Products which
have been operated in a manner contrary to IEC’s printed instructions; or (13) Products which
have defects, damage or insufficient performance as a result of insufficient or incorrect system
design or the improper application of IEC’s products.
IEC is not responsible for: (1) The cost of any fluids or other system components, or associated
labor to repair or replace the same, which is incurred as a result of a defective part covered by
IEC’s Limited Express Warranty; (2) The costs of labor, materials or service incurred in removal
of the defective part, or in obtaining and replacing the new or repaired part; or, (3) Transportation
costs of the defective part from the installation site to IEC or of the return of any part not covered
by IEC’s Limited Express Warranty.
Limitation:
This Limited Express Warranty is given in lieu of all other warranties. If,
notwithstanding the disclaimers contained herein, it is determined that other warranties exist, any
such warranties, including without limitation any express warranties or any implied warranties of
fitness for particular purpose and merchantability, shall be limited to the duration of the Limited
Express Warranty.
9.
Limitation of Remedies
In the event of a breach of the Limited Express Warranty, IEC will only be obligated at IEC’s
option to repair the failed part or unit or to furnish a new or rebuilt part or unit in exchange for the
part or unit which has failed. If after written notice to IEC’s factory in Oklahoma City, Oklahoma
of each defect, malfunction or other failure and a reasonable number of attempts by IEC to correct
the defect, malfunction or other failure and the remedy fails of its essential purpose, IEC shall
refund the purchase price paid to IEC in exchange for the return of the sold good(s). Said refund
shall be the maximum liability of IEC.
THIS REMEDY IS THE SOLE AND EXCLUSIVE
REMEDY OF THE BUYER OR THEIR PURCHASER AGAINST IEC FOR BREACH OF
CONTRACT, FOR BREACH OF ANY WARRANTY OR FOR IEC’S NEGLIGENCE OR
IN STRICT LIABILITY.
10.
Limitation of Liability
IEC shall have no liability for any damages if IEC’s performance is delayed for any reason or is
prevented to any extent by any event such as, but not limited to: any war, civil unrest, government
restrictions or restraints, strikes, or work stoppages, fire, flood, accident, shortages of
transportation, fuel, material or labor, acts of God or any other reason beyond the sole control of
IEC.
IEC EXPRESSLY DISCLAIMS AND EXCLUDES ANY LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGE IN CONTRACT, FOR BREACH OF
ANY EXPRESS OR IMPLIED WARRANTY, OR IN TORT, WHETHER FOR IEC’s
NEGLIGENCE OR AS STRICT LIABILITY.
11. IEC shall have no system design, application or maintenance responsibility or responsibility for
mold, fungus or bacteria to Purchaser or any other third party.
12. All sales, goods and services, use, excise, value added, transportation, privilege, occupational
consumption, storage, document, transaction or other taxes which may be levied by any taxing
authority as a result of this transaction shall be paid by the Purchaser.
13. Unless otherwise agreed to in writing by IEC any technical data furnished in conjunction with this
order and not obtainable from another source shall not be duplicated, used, or disclosed in whole
or in part for any purpose other than to evaluate this order.
14. IEC shall have no liability or other obligation hereunder, if IEC’s performance is delayed for any
reason or is prevented to any extent by any event such as, but not limited to: any act of God, strike
or work stoppage, fire, flood, accident, allocation, or other controls of Government authorities,
shortages of transportation, fuel, material or labor, or any other cause beyond IEC’s sole control.
Any shipping date stated by IEC is IEC’s best estimate but IEC makes no guarantee of shipment
by any such date and shall have no liability or other obligation for failure to ship on such date,
regardless of cause.
15. Payment terms are net thirty (30) days from date of shipment on approved credit. One and one
half percent (1 1/2%) per month (18% annual rate) may be charged on past due accounts or the
highest rate permitted by applicable law, whichever is lesser. In the event the account is placed for
collection, Purchaser shall be responsible for all reasonable attorneys fees or costs on a solicitor
and client basis, plus all other costs and expenses incurred by IEC in securing payment.
16. Purchaser shall not cancel the contract without prior written consent of an authorized
representative of IEC at its offices in Oklahoma City, Oklahoma. In the event Purchaser cancels
the contract with the prior written consent of IEC after the Purchaser’s offer to purchase is
received and acknowledged in writing, IEC shall be entitled to receive from Purchaser IEC’s cost
incurred to time of cancellation plus a reasonable allowance for overhead and profit.
17. Purchaser shall not assign any of its interest or rights under this agreement without written consent
of IEC.
18. IEC will protect all its lien rights. IEC will not furnish lien waivers or releases until IEC receives
payment, in full, at its office in Oklahoma City, Oklahoma from Purchaser for the goods covered
by this order. There is no authorized retainage for any reason.
19. This Agreement shall be construed, and the rights and liabilities of the parties hereunder shall be
determined in accordance with the laws of the State of Oklahoma. If it shall be found that any
portion of this agreement violates any particular law of the United States or any state in the United
States having jurisdiction or, if applicable, any law of Canada or any province or territory in
Canada having jurisdiction, such portion of the agreement shall be of no force and effect in that
political unit, division or sub-division in which they are illegal or unenforceable and the
agreement shall be treated as if such portion or portions had not been inserted. In the event that
any dispute or disagreement in connection with any order should arise or exist between Purchaser
and IEC, jurisdiction and venue for any legal action shall be, if IEC so elects, exclusively in the
state or federal courts in Oklahoma County, Oklahoma. The statute of limitations on any claim of
the Purchaser against the IEC shall be one (1) year from the date the cause of action accrues.
20. Without regard to any other agreement, all obligations of Purchaser to IEC shall become
immediately due and payable if Purchaser becomes insolvent or if Purchaser does not make
payments when due or breaches any other agreement or fails to perform any obligation.
21. All orders are expressly limited and made conditional upon acceptance by Purchaser of the terms
and conditions set forth above without change. There shall be no understandings, agreements, or
obligations (outside these terms and conditions) unless specifically set forth in writing and
accepted by signature of an authorized representative of IEC in Oklahoma City, Oklahoma.
22. The parties hereto have requested that these presents and all judicial proceedings relating thereto
be drafted in English. Les parties aux présentes ont demandé à ce que les présentes et toutes
procedures judiciaires y afférentes soient rédigées en anglais
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