Terms & Conditions of Sale

Purpose: To state the terms and conditions of sale by Sunair Co. hereinafter referred to as the Seller.

1. ACCEPTANCE OF ORDERS:

All sales and transactions are subject to Sunair Co.’s (hereinafter referred to as Seller) Standard Terms and Conditions, and they shall prevail in the event of any conflict of variance with those of the Buyer, unless otherwise agreed in writing.

All previous agreements, either written or oral, which are subject matter hereof, are hereby cancelled.
Stenographic or clerical errors are subject to correction.

An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made by written instrument or, if not by written instrument, by shipment of the products ordered (and acceptance by shipment shall only be binding as to the portion of the order actually shipped by Seller). Any automatic or computer-generated response to an order by Seller’s internal electronic data exchange system or otherwise shall not be deemed acceptance of an order. Seller’s acceptance is subject to Seller’s Terms and Conditions of Sale stated herein.

2. PRICES:

All prices are subject to change without notice and are subject to any increases, which may be in effect on the date of shipment of the goods. Prices are F.O.B Shipping Point, unless otherwise specified. When price includes transportation and other changes pertaining to the shipment of the goods, any increase in transportation rates and other charges will be for the account of the purchaser. There will be an extra charge for any test other than that which may be normally run by the Seller or for any test performed to suit the convenience of the purchaser.

3. PACKING:

Equipment will be packed, boxed or crated in accordance with the Seller’s standard commercial practice. For export/special packing an additional net charge will be incurred.

4. ROUTING:

If routing of shipment is specified on customer’s order, it will be followed whenever practical. Otherwise, routing is subject to our choice.

5. TAXES:

The Seller’s prices do not include sales, use, excise or similar taxes. The amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment shall be paid by the purchaser, or in lieu thereof the purchaser shall provide the Seller with a tax exemption certificate acceptable to the taxing authorities.

6. TERMS:

Seller may, but shall not be obligated to, grant credit terms to Buyer. Acceptance of any order is subject to final credit approval by Seller. Seller reserves the right to cancel any sale if Seller deems Buyer unable to pay for any products. Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed to Buyer, either generally or with respect to a particular purchase order, and may require cash payments in advance or security satisfactory to Seller.

Except as otherwise indicated, payment is due in United States of America currency 30 days after date of shipment on approved credit. Letters of credit are required to be of the irrevocable type and confirmed by an acceptable U.S. bank. A 1-½% monthly charge or the maximum legal rates, whichever is less, will be assessed on all past due items.

The Seller may change, alter or modify the time of payment for merchandise or any agreement for extension of credit, or may require partial or full payment prior to manufacturing, assembling or shipping any merchandise, not withstanding any contrary conditions specified in any orders, contract or sale. Unless otherwise specifically provided, we will furnish invoices and shipping documents as specified on the customer’s order. Any of the terms and provisions on the customer’s order inconsistent in any way with our policy shall not be considered applicable to the sale.

Seller retains the right and title to the products sold to Buyer until Seller is paid in full for the products. Buyer shall obtain the right and title to the products upon payment to Seller of the purchase price and any taxes, excise or other charges. The risk of loss with respect thereto including, but not limited to the risk of loss, theft, damage or destruction of the products, shall pass to Buyer upon delivery thereof by the Seller or the manufacturer to a common carrier.

Buyer’s payment obligations are independent of any other obligations under this Agreement and shall not be subject to withholding, set-off, recoupment, or reduction for any reason. Seller may suspend performance or deliveries if Buyer fails to make any payment when due.

7. INSPECTION AND ACCEPTANCE:

Buyer shall inspect the Products immediately upon receipt. Any claim for shortage, damage in transit, or visible nonconformity must be made within ten (10) business days after receipt of the Products. Failure to provide such notice shall constitute final and irrevocable acceptance of the Products.

Claims for latent defects not reasonably discoverable upon inspection shall be governed solely by the warranty provisions set forth in Section 18.

8. SHIPMENT:

Shipping dates are based on prompt receipt of full and complete information at the Seller, credit approval and transportation availability. Promised shipping dates are approximate and are from the point of manufacture. Such dates are estimated from (a) the date of receipt of order with complete manufacturing information to Seller’s point of manufacture, and (b) the date of entry of such order by the manufacturer. Shipping dates are subject to revision at the time of the entry of order and the shipping schedule then given is approximate and subject to any action Seller must take in connection with priorities or other orders or regulations issued by the United States Government, or any department thereof.

9. DESIGN:

The Seller reserves the right to make changes in design for product improvement, without incurring any obligation to furnish or install the same on product previously furnished.

Buyer is solely responsible for the accuracy and adequacy of any specifications, operating conditions, system requirements, or other information provided to Seller. Seller shall not be responsible for the suitability of the Products for Buyer’s intended application except to the extent expressly agreed in writing by Seller. Any recommendations or assistance provided by Seller concerning the selection, installation, or use of the Products are based on information provided by Buyer and are given without warranty of any kind.

10. CHANGES:

Buyer may request modifications to the amount, scope or nature of the products to be supplied by a written change request. If, in Seller’s opinion, any modification will affect the price or delivery schedule, then Seller will be under no obligation to perform any modification until the parties agree to any changes. Buyer shall confirm that such change is authorized and accepted by issuing a revised order.

11. TERMINATION:

If Buyer terminates this Agreement, Buyer will pay to Seller:

(a) the contract price of work or performed through the date of termination;

(b) costs incurred in the performance of work terminated;

(d) fair and reasonable profit on work terminated.

12. CANCELLATION:

Orders once placed and accepted by the Seller can be cancelled only with Seller’s consent and upon terms that will indemnify Seller against loss. Cancelled orders are subject to cancellation charges to be determined on a case-by-case basis, to include all costs incurred by the Seller up to the date of cancellation and including a reasonable allowance for overhead. Seller may cancel the order or contact without recourse:

(a) If the purchaser is in default with the Seller on this or any order or contract.

(b) If the purchaser is or becomes insolvent, or if at any time Seller is not fully satisfied with the credit of Purchaser, it may at any time after the order has been entered, or during the manufacturing period, or at the time the goods are ready for shipment, require payment in advance of shipment regardless of original terms, or if after shipment has been made and before actual delivery and acceptance at destination (regardless of F.O.B. point) it may recall the shipment and cancel this and all other orders and contract which may be outstanding, and shall be entitled to receive reimbursement for its reasonable and proper cancellation charges.

(c) If the order or contract is for the direct account of one of its employees and Seller terminates or alters such relationship.

13. RETURN OF GOODS:

Written permission from the Seller must be obtained before returning any merchandise. A return material authorization (RMA) number must accompany all returns. All transportation charges must be borne by the customer. No items with a net value less than $50 will be authorized to return. All items accepted for return must have been invoiced within the past year. Only currently catalogued equipment of current design will be authorized for return. Special equipment built to a customer’s specifications cannot be returned. All new material authorized for return is subject to the terms of paragraph (10) Cancellation. All returned goods must be in the original packaging and marked properly. Impellers of less than maximum diameter, obsolete and special items manufactured to order are not returnable for credit. Manufacturers’ specific return charges may also apply.

14. CLAIMS:

No claims for allowance will be entertained unless presented immediately on receipt of goods; nor will Seller be held responsible for breakage or shortage after goods are delivered and accepted by the common carrier.

15. DELAYED DELIVERIES:

The Seller shall not be liable for any delay in shipping or delivery of merchandise for any cause whatsoever. The Seller will not be liable for loss, damage, detention, or delay in manufacture or delivery or necessity to substitute materials, resulting from causes beyond its reasonable control, including but not limited to casting failures, war, fire, strikes, lockouts, or to other labor difficulties civil or military authority, insurrection or riot, embargoes, cargo or ship shortages, acts of government, wrecks or delays in transportation, including any delays caused by inability to obtain necessary labor, materials or manufacturing facilities due to such causes or from action taken by the Seller in connection with priorities or preference orders or other production permits issued by the United States Government or any department thereof, or from delay in obtaining or failure to obtain manufacturing, financing , export or other licenses required by the United States Government or any department thereof, or in any event for consequential damages.

Acceptance of material by common carrier constitutes a waiver of any claim against the Seller for delay or damage in transit or for lost goods.

16. CONSIGNMENT:

The Seller shall not furnish any consigned stock whatsoever. All shipments will be made in accordance with our regular terms of payment. Notations on the order such as “to be paid for when sold “, “on trial”, “when satisfactory” shall not bind the Seller.

17. CONDITIONS:

All sales made by the Seller are subject to these conditions unless otherwise agreed in writing, with a duly authorized officer of the Seller. In all cases of conflict between these conditions and requirements of the purchase order or other documents, these conditions shall prevail. Seller expressly rejects any additional or different terms contained in Buyer’s purchase order or other documents unless expressly agreed to in writing by Seller.

18. WARRANTIES:

a. Defective Products - (i) Seller warrants that the products will be free from defects in material and workmanship for the earlier of (i) 12 months from commissioning, or (ii) 18 months from delivery date. Seller’s liability and Buyer’s remedy under this warranty are limited to repair or replacement, at Seller’s election, of products or parts returned to Seller which are shown to Seller’s reasonable satisfaction to be defective.

Buyer must provide written notice of the defect to Seller within 30 days of identification of any defect. Any Products or parts claimed to be defective shall be returned to Seller, freight prepaid if requested by Seller, for inspection and verification of the claimed defect before any warranty remedy is provided. Transportation charges for the return of defective products to Seller and their reshipment to Buyer, and the risk of loss thereof, will be borne by Seller only if returned in accordance with Seller’s written shipping instructions. Seller shall not be responsible for any costs associated with removal, disassembly, reinstallation, field labor, rigging, transportation, access equipment, or other expenses incurred in connection with the removal or installation of the Products.

If services are to be furnished, Seller warrants to Buyer that such services will be performed in a good and workmanlike manner. Seller’s liability and Buyer’s remedy under this warranty are limited to the correction of such services shown to Seller’s reasonable satisfaction to have been defective, provided that written notice of such defective services is provided to Seller within thirty (30) days after the performance of such services.

Buyer shall provide Seller a reasonable opportunity to inspect the alleged defect and to repair, replace, or otherwise cure any nonconformity before Buyer undertakes any repair, replacement, or corrective action itself.

(ii) Seller’s warranty does not extend to used products or products or services not manufactured or provided by Seller; however, Seller will pass-through to Buyer any supplier warranty.

(iii) Seller’s warranty does not extend to any product found to have been subjected to abnormal operating conditions, the use of unapproved parts to the extent such parts are found to be the cause of the failure, or failure to follow the installation, operation and maintenance instructions provided by Seller.

b. Title - Seller warrants to Buyer that it will convey good title to the products sold. Seller’s liability and Buyer’s remedy under this warranty are limited to the removal of any title defect or, at the election of the Seller, to the replacement of the products or parts thereof which are defective in title.

This warranty does not apply to any product subject to negligence, alteration, accident, abuse, misuse, improper installation, vandalism, civil disturbance or acts of God.

Exclusive Warranties: THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. No agreement varying or extending the foregoing warranties will be binding upon Seller unless in writing, signed by a duly authorized officer of Seller.

The Buyer’s sole and exclusive remedy against the Seller shall be for the repair or replacement of defective parts or the refund of the Buyer’s purchase price, at Seller’s discretion. No other remedy (including, but not limited to, incidental or consequential damages for lost profits, removal costs, installation costs, travel expenses, delays caused by defective material, lost sales, injury to personal property, or other incidental or consequential loss) shall be available to Buyer. The remedies set forth in this Section constitute Buyer’s sole and exclusive remedies for any claim arising out of or relating to the Products, whether such claim is based in contract, warranty, tort (including negligence), strict liability, or otherwise.

19. JURISDICTION AND VENUE:

All sales and offers or acceptance thereof made by or to the Seller shall be governed by and construed in accordance with the laws of the State of Pennsylvania in the United States of America, excluding its conflict of laws, provisions and the International Convention on the sale of goods of 1980. Any legal action resulting from or otherwise related to such sales, offers or acceptance thereof shall be within the exclusive jurisdiction of the courts of the State of Pennsylvania except the Seller shall be entitled, at its exclusive discretion, to commence any legal action with respect to sales, offers or acceptance thereof before any court possessing competent jurisdiction over the Seller’s customer.

20. EXPORT COMPLIANCE:

Products may be subject to export and other foreign trade controls restricting resale or transfers to other countries and parties, including, but not limited to, licensing requirements under applicable laws and regulations of the United States. Buyer shall not export, re-export, transfer, or otherwise dispose of the Products directly or indirectly, except as permitted by applicable laws and regulations. Buyer shall not do anything that would cause the Seller or its affiliates to be in breach of applicable laws and regulations. Furthermore, Buyer shall protect, indemnify and hold harmless the Seller and its affiliates from any fines, damages, costs, losses, liabilities, penalties, and expenses incurred as a result of Buyer’s failure to comply with this clause.

21. INDEMNIFICATION:

Each party will indemnify, hold harmless, and defend the other against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (“Losses”) including reasonable attorneys’ fees, that are incurred directly and specifically by the other from a claim by a third party for death, personal injury, or property damage arising as a direct result from: (a) the indemnifying party’s material breach of this Agreement; and/or (b) the indemnifying party’s negligence or willful misconduct in connection with the performance of its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the indemnifying party is not obligated to indemnify the other party’s acts or omissions. The indemnification obligations set forth in this Section shall be subject to the limitations of liability set forth in Section 22.

22. LIMITATION OF LIABILITY:

(a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, PRODUCTION, OR DATA, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, INDEMNITY, OR OTHERWISE, EXCEED THE PURCHASE PRICE TO SELLER FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.

The limitations and exclusions of liability set forth in this Section shall apply notwithstanding any other provision of this Agreement and shall govern over any conflicting or inconsistent provision, including any indemnity obligation, remedy provision, or other allocation of risk.

23. CONFIDENTIAL INFORMATION:

All non-public, confidential, or proprietary information disclosed by the Seller, including designs, drawings, pricing, and specifications, must remain confidential. Buyer may not disclose such information without prior written consent. Upon Seller’s request, Buyer shall promptly return all confidential documents and other materials received from Seller. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. This clause survives the termination of the agreement.

24. COST OF COLLECTION:

The Buyer shall pay all reasonable costs of collection incurred by the Seller, including attorney fees, court costs, and collection agency charges, for amounts owed due to non-payment or contract breach.

25. ASSIGNMENT:

The Buyer may not assign this agreement or any of its rights or obligations without prior written consent from the Seller.

26. SEVERABILITY:

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

27. NO THIRD-PARTY BENEFICIARIES:

Nothing in this Agreement is intended to confer any rights, remedies, or benefits upon any person or entity other than the parties hereto. No third party shall be deemed a beneficiary of this Agreement.

28. WAIVER:

Failure by the Seller to enforce any provision shall not be construed as a waiver of future enforcement. No waiver shall be binding unless in writing and signed by an authorized representative.

29. HEADINGS:

Section headings are for convenience only and do not affect interpretation

30. NO SET-OFF:

Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller's prior, expresswritten approval.

31. SELLER’S RIGHTS:

If Buyer should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller.

32. EXCUSES FOR NON-PERFORMANCE:

If the manufacture, transfer or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer's payment obligations.

33. DISPUTE RESOLUTION:

Any dispute, controversy or claim arising out of or related in any way to these Terms and Conditions of Sale and/or any sale and purchase of products hereunder or any transaction contemplated hereby which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Montgomery County, Pennsylvania. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the Commonwealth of Pennsylvania. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.

Notwithstanding the foregoing, Seller may pursue collection of unpaid amounts in any court of competent jurisdiction.

Sunair Co. Standard Terms and Conditions of Sale Version: June 2025. Please note that the terms presented on this page may not be current. Contact your sales engineer for official terms and conditions.