ORDERS
All orders are subject to acceptance or rejection by Orange County Thermal Industries, Inc. No order of contract shall be deemed accepted unless and until such acceptance is made in writing by Orange County Thermal Industries, Inc.
PRICES
Prices, quotations, specifications, and other terms and all statements appearing in Orange County Thermal Industries, Inc. catalogs and advertisements, and otherwise made by are subject to change without notice. Orange County Thermal Industries, Inc. reserves the right to make changes in design at any time without incurring any obligation to provide changes on units previously purchased, or to continue to supply obsolete items. Unless otherwise specifically provided in writing, the prices quoted are based upon manufacture of the quantities and types originally specified and are subject to revision when interruptions or engineering changes are caused or requested by the customer. We are not responsible for typographic errors made in any of our publications, or for stenographic or clerical errors made in preparation of our quotations. All such errors are subject to corrections. Prices quoted herein do not exceed the maximum prices permitted under applicable governmental regulations. Price redetermination clauses will not apply to an order resulting from this quotation. Orange County Thermal Industries, Inc. reserves the right to renegotiate prices on that portion of an order scheduled for shipment more than six months from order entry dates, unless specifically agreed to in writing for an extended schedule beyond six months. All quotations subject to 30-day acceptance. One-Hundred Twenty-Five dollar ($125.00) minimum order charge. Expedited Order Processing Fee: The expedite fee will be 15% of the subtotal on the sales order and will apply to all orders requested to ship earlier than our stated lead times and subject to order size and production capacity.
DELIVERY
The delivery date is our best estimate of the time the material will be shipped from our factory and we assume no liability for loss, damage, or consequential damages due to delays. We reserve the right to fabricate the entire quantity ordered in one production run. In the event of cancellation of such items, any components, subassemblies and/or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus normal overrun shall be considered as part of applicable cancellation charges. An increase in quantities to orders entered are allowed provided that the production of the items has not commenced. Where production has commenced, a new order shall be entered at the appropriate price level commensurate with the new quantity. This condition also applies to cross-referenced purchase orders so designated for accumulative price advantage.
TERMS OF PAYMENT
On approved orders, terms are net 30 days from date of invoice. Orange County Thermal Industries, Inc. may at any time, when in its opinion the financial condition of the customer warrants it, either alter or suspend credit. In cases where credit is not established satisfactorily or financial information is not available, the terms as cash with order, C.O.D. at the option of Orange County Thermal Industries, Inc. Each shipment shall be considered a separate and independent transaction and payment, therefore, shall be made accordingly. A service charge of 2% per month which amounts to 24% per year will be made on unpaid past due balances. There will be a 1.5% processing fee applied to all credit card orders over $2,500.00.
SHIPMENT
All shipments are made F.O.B. the appropriate Orange County Thermal Industries, Inc. facility, unless otherwise specified. All boxing and packing for domestic shipments are included in the quoted price. When special packing is specified involving greater expense than customarily supplied, a charge may be made to cover such extra expense. When ordering, state clearly the method of shipment. Unless otherwise specified, we will normally use the best, least expensive surface transportation. Reasonable care is exercised in packing our products for shipment and we assume no responsibility for delay, breakage, or damage after having made delivery in good order to the carrier. All claims for breakage and damage should be made to the carrier, but we will be glad to render all possible assistance in securing satisfactory adjustments of such claims.
PRODUCT WARRANTY
Orange County Thermal Industries, Inc. warrants each new unit sold to be free from defects in material and workmanship under normal use and service. Every unit is manufactured in accordance with the drawings, and/or specifications called for and current on the date the order for these parts was received. Orange County Thermal Industries, Inc. obligation under this warranty is limited to the correction or replacement of any unit which proves defective in material or workmanship under normal use and service within 12 months (365) days from date of delivery to the first user, provided return is authorized and unit is prepaid the Orange County Thermal Industries, Inc shipping point (or authorized distributor if purchased through this source) with all transportation charges prepaid and providing said unit is found to be defective by Orange County Thermal Industries, Inc. inspections. This warranty is only valid provided the product is used within the design and material limitations for the specific operating conditions, as agreed at the time the order is placed.
Due to the wide variation of demands during use and operation of equipment onto which Orange County Thermal Industries, Inc. insulation products are and have been installed, which are outside the control of Orange County Thermal Industries, Inc no expressed or implied warranty of the general or specific results apply to the performance of the insulation products, nor is any responsibility or liability assumed by Orange County Thermal Industries, Inc.. With Regards to any particular application, it is up to the Buyer to establish whether their vehicle or equipment will be affected by the installation of insulation products prior to purchase of said products. The good covered hereby shall be deemed finally inspected and accepted within ten (10) days of receipt thereof unless notice of a claim is given in writing to Orange County Thermal Industries, Inc. within such time period. The Buyer assumes the risk of any manufacturer’s warranty being voided and/or diminished by reason of Orange County Thermal Industries, Inc. installing insulation on engine parts at the Buyers request.
CLAIMS AND REJECTED MATERIAL
No products may be returned except with return authorization from Orange County Thermal Industries, Inc. Approved returns must be sent in original product packaging and in same condition in which it was shipped. At Orange County Thermal Industries, Inc., discretion and when written approval has been given, buyer may return unwanted products within thirty (30) days of the delivery date. Buyer is responsible for risk of loss, as well as shipping and handling fees for all returns and buyer shall pay a twenty-five percent (25) re-stocking fee on any products returned to Orange County Thermal Industries, Inc. Cancellation charges will be assessed to the buyer if expenses have been incurred or material has been purchased by Orange County Thermal Industries, Inc. to fabricate products on an accepted and confirmed purchase order. Cancellation Charges shall be one hundred percent (100%) of purchase order if product is complete at the time the cancellation is received. Orange County Thermal Industries, Inc. reserves the right to charge an additional cancellation fee if the cancellation of a purchase order has required additional Engineering Design and Analysis time. When custom goods or non-stock goods are involved, buyer shall be responsible for all related work in progress; however, Orange County Thermal Industries, Inc. shall take reasonable steps to mitigate damages upon receipt of written cancellation notice from Buyer.
TAXES
Federal Excise, State or Local Taxes, if any, must be added to the net quoted prices and will be shown as a separate item upon invoices and shall be borne by the customer.
INDEMNIFICATION
Customer shall indemnify, reimburse, release, hold harmless, and defend Orange County Thermal Industries, Inc. and its affiliates and their respective successors and assigns from and against any loss, liability, claims, suits, and costs caused by, arising out of or relating to (i) the design of goods supplied hereunder or the design of the packages or containers in which they are shipped, if such goods, packages or containers are made in compliance with Customer’s design or specifications, (ii) infringement of any United States patent to the extent that such infringement arises from the designs, specifications or instructions furnished expressly or implicitly required by customer, and/or (iii) the application or the use to which goods provided hereunder are put to customer or others.
PROPRIETARY STATEMENT
Notwithstanding any other contractual provisions to the contrary, all products sold hereunder, including but not limited to all components, modules, assemblies, and parts thereof and all computer software and technical data used n the development and manufacture of said product etc. were developed at private expense and are proprietary to Orange County Thermal Industries, Inc. Neither the purchaser nor any government entity shall have any rights of interest therein.
APPLICABLE LAW
This contract is made in the State of California, and it is intended by all parties that it be construed according to the internal laws of the State of California without regard to conflicts of law principles. Customer Irrevocably: (a) consents to venue solely in the courts of the county of Los Angeles, State of California, in any court having jurisdiction therein, (b) agrees not to contest such venue and (c) agrees that orders and judgments of any such court may be enforced anywhere that customer or its property is found. Notwithstanding the foregoing, Orange County Thermal Industries, Inc. may file suit or appear in any proceeding anywhere where it deems such action appropriate to enforce its rights or protect its interests with respect to this contract.
GOVERNING TERMS
Orange County Thermal Industries, Inc. obligations under this order are defined by these Terms and Conditions of Sales. Confirmation and acceptance of the order is expressly made conditional on customer’s assent to these Terms and Conditions of Sales whether or not in addition to or different from the terms of Customer’s purchase order or terms and conditions or other customer documents. Unless Orange County Thermal Industries, Inc. otherwise agrees in writing, it expressly rejects any inconsistent terms in any of Customer’s purchase order or terms and conditions or other customer documents.
