Terms of Use

Rotary Airlock Products Terms and Conditions of Sale

1. General. These Terms and Conditions constitute a binding contract between Purchaser and Rotary Airlock, LLC (“Seller”) and are referred to herein as either “Terms and Conditions” or this “Agreement”. Purchaser accepts these Terms and Conditions by accepting the sales quote issued by Seller (the “Sales Quote”) with respect to the products defined therein (the “Products”) and these Terms and Conditions are hereby incorporated in the Sales Quote. Seller’s receipt of a purchase order from Purchaser shall be deemed an effective mode of acceptance of the Sales Quote and this Agreement. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions delivered to Purchaser by Seller with the Sales Quote will govern the order in question, unless otherwise agreed in writing by Seller and Purchaser.

Additional or different terms and conditions submitted by Purchaser in any manner whatsoever, including but not limited to any purchase order, confirmation or other document, which are in any way inconsistent with or in addition to these Terms and Conditions are hereby expressly rejected and shall be null and void. Failure by Seller to object to any term or condition in any oral or written communication from Purchaser, whether delivered before or after the date hereof, shall not constitute an acceptance thereof or waiver of any term or condition hereof. This Agreement and the Sales Quote contain the entire understanding of the parties with respect to the matters contained herein and therein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.

2. Sales Price. By sending a purchase order to Seller or otherwise confirming acceptance of the Sales Quote, Purchaser accepts the sales price for the Products delivered hereunder as stated in the Sales Quote (“Sales Price”). The Sales Price shall not include shipping charges, which shall be payable by Purchaser, unless otherwise stated on the Sales Quote or sales order acknowledgment. Any Sales Quote expires thirty (30) calendar days from the date delivered by Seller to Purchaser.

3. Delivery and Payment. Purchaser shall pay the Sales Price to Seller on or before the date set forth herein. Net thirty (30) days are standard terms and shall apply to all invoices unless otherwise specifically stated in this Sales Quote. Purchaser shall make all payments as provided herein without regard to whether Purchaser has made or may make any inspection of the Products.

Title to the Products and risk of loss or damage during shipment pass from Seller to Purchaser upon the time set forth in the Sales Quote. Delivery or shipping dates as stated in Sales Quote are approximate only and merely represent the best estimate by Seller of time required to make delivery or shipment. Time is not of the essence with respect to the transaction(s) contemplated by the Sales Quote and this Agreement, except with respect to the obligation by Purchaser to make all related payments. Obligations of Seller hereunder shall be dependent upon the ability of Seller to obtain the necessary raw materials to finish the Products to order.

Purchaser shall inspect the Products promptly upon their receipt. Unless Purchaser notifies Seller in writing within ten (10) calendar days after the receipt of the Products (which the parties agree is a reasonable time) that the Products are nonconforming, describing the nonconformity in commercially reasonable detail, Purchaser shall be deemed to have accepted the Products. Acceptance as aforesaid shall constitute acknowledgement of full performance by Seller of all its obligations hereunder.

Purchaser may only reschedule delivery of the Products with written consent of Seller. A reschedule shall not extend further than an additional thirty (30) calendar days from the delivery date specified in Sales Quote.

4. Taxes. Except as otherwise expressly stated herein, the Sales Price for the Products delivered hereunder does not include federal, state or local sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges, including but not limited to, environmental or similar fees, imposed on, in respect of or otherwise associated with the Products (“Taxes”). Purchaser shall pay for, and indemnify and hold Seller harmless from, Taxes. Purchaser shall claim any exemption from Taxes at the time of purchase and provide Seller with the necessary supporting documentation. In the event Seller is required by law or regulation to collect Taxes, Seller shall add Taxes to the Sales Price.

5. Selection of Goods. The selection of the Products ordered shall be the sole and ultimate responsibility of Purchaser, and Seller shall have no liability if the Products ordered are unsuitable for the intended use of Purchaser. Any advice or assistance provided by Seller to Purchaser in connection with the selection of the Products by Purchaser is at the risk of Purchaser, and Seller makes no representation or warranty in connection with such advice or assistance.

6. Cancellation. This Agreement and the accepted Sales Quote not subject to cancellation by Purchaser unless upon (a) written request by Purchaser and (b) written approval of Seller. Purchaser acknowledges the expenses to Seller related to canceling the Sales Quote and this Agreement are dependent upon (i) inventory carrying costs of Seller, (ii) the likelihood of Seller quickly selling the Products to other purchasers, (iii) other related out-of-pocket costs of Seller, and (iv) administrative costs, and as such, Seller may, in its sole discretion, deny the request of Purchaser to cancel the Sales Quote or this Agreement, or charge Purchaser a reasonable cancellation fee. Seller reserves the right, by written notice of default, to cancel the Sales Quote or this Agreement, without liability to Seller, in the event Purchaser has not fully paid the Sales Price within 30 days of delivering the signed Sales Quote to Seller.

7. Installation and Maintenance. Purchaser is solely responsible for installing or arranging for the installation of the Products. Seller strongly recommends that the Products be installed by trained and experienced professional installers of the Products.

8. Limited Warranty. Seller warrants the Products shall conform to the description stated in the Sales Quote and shall be free from defects in material or workmanship. This warranty shall be effective for a period of one (1) year from the date of installation of the Product by Purchaser, but not more than three (3) years from the date of delivery of the Products to Purchaser. If within the term of the warranty any of the Products are determined to be defective upon inspection by persons authorized by Seller, Seller will, at Seller’s option, repair, replace, or reimburse Purchaser the Purchase Price paid for any defective Products at its cost. Any shipping costs associated with the delivery of replacement Products will be Seller’s responsibility.

This warranty does not extend to or cover any damages or claims with respect to (i) any Products that in any way have been altered, processed, misused, or improperly handled or installed; (ii) damages or claims if Purchaser disassembles and/or attempts to repair the Products prior to notifying Seller of any problems; (iii) products not manufactured by Seller; or (iv) or Products used in temperature applications other than as stated on the Sales Quote or on the airlock tag.

All other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose, are hereby expressly excluded.

To make a claim under this warranty contact Seller at 800-883-8955 or 707 E. 17th Street, Rock Falls, Illinois 61071 and provide Seller with your name, address, telephone number, date of delivery of the Product, and a description of the defect or condition giving rise to the claim.

9. Limitation of Damages. Under no circumstances will Seller, its affiliates or its or their suppliers, subcontractors or agents be liable for: (A) any incidental, indirect, special, punitive or consequential damages including but not limited to, loss of profits, business, revenues or savings, even if Seller has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability or other theory of liability; (B) any claims, demands or actions against Purchaser by any third party; (C) any loss or claim arising out of or in connection with Purchaser’s implementation of any conclusions or recommendations by Seller based on, resulting from, arising out of or otherwise related to the Products; or (D) any unavailability of the Products for use or any loss or damage of any Products in any way related to or resulting from installation of said Products by Purchaser.

10. Governing Law and Venue. The Sales Quote, these Terms and Conditions and any sale of Products hereunder will be governed by the laws of the State of Illinois, without regard to conflicts of laws rules. Any legal action regarding the Sales Quote or this Agreement will be brought exclusively in Whiteside County, Illinois, and Purchaser consents to the jurisdiction of the courts located therein, submits to the jurisdiction thereof and waives the right to change venue. Purchaser further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of nonpayment, neither party may institute any action in any form arising out of the Sales Quote or these Terms and Conditions more than one (1) year after the cause of action has arisen. In the event Purchaser is in default or otherwise breaches the Sales Quote or this Agreement, Seller shall be entitled to pursue any and all remedies available at law or in equity, including specific performance, and shall be entitled to receive all court costs, expenses and attorneys’ fees incurred in enforcing the Sales Quote or this Agreement. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity. In the event Seller is in default or otherwise breaches the Sales Quote or this Agreement, the liability of Seller to Purchaser for such breach or default shall be limited to the replacement value of the Products, which is the sole and exclusive remedy of Purchaser for any such default or breach.

11. Force Majeure. Seller shall not be liable for delay in performance or nonperformance of any of its obligations hereunder, in whole or in part, if such performance is rendered impracticable by the occurrence of any contingency or condition beyond the control of either Seller or suppliers of Seller, including without limitation war, sabotage, embargo, riot, terrorism, or other civil commotion, failure or delay in transportation, act of any government or any court or administrative agency thereof (whether or not such action proves to be invalid), labor dispute (whether or not involving employees of Seller), accident, fire, explosion, flood, earthquake or other casualty, shortage of labor, fuel, energy, raw materials or machinery or technical failure. If any such contingency or condition occurs, Seller may allocate production and deliveries in any reasonable manner and may include in such allocation any regular customers, whether or not then under contract, and requirements of Seller. If, as a result of any such contingency, performance by Seller is delayed by more than six (6) months, the Sales Price shall be subject to appropriate adjustment by Seller.

12. Miscellaneous. Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or assign the right to receive payments, without consent by Purchaser. Purchaser may not assign the Sales Quote, these Terms and Conditions, or any of its rights or obligations therein or herein, without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, the Sales Quote and these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of the Sales Quote or this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. If any term or condition of the Sales Quote or this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of the Sales Quote or this Agreement. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.

13. Purchaser’s Equipment. All of Purchaser’s equipment shipped to or stored at Seller’s facilities shall be considered abandoned property and title thereto shall vest in Seller on all Sales Quotes over ninety (90) days old unless Purchaser otherwise instructs Seller in writing how to dispose of such equipment and Seller acknowledges such instruction within such time period.