To Sale Terms and Conditions
To Rental Terms and Conditions
By accepting the Equipment upon delivery, the “Bill To” party on the front of this Invoice
(“Customer”) agrees with Temp-Air, Inc. (“Company”) to these terms and conditions (“Terms”).
These Terms constitute a binding contract between Customer and Company. Customer accepts
these Terms by making a purchase from or placing an order with Company. These Terms are
subject to change without prior notice, except that the Terms posted on the Site at the time
Customer places an order will govern the order in question, unless otherwise agreed in writing by
Company and Customer.
1. Sale and Price. Customer will pay Company for the “Equipment” and “Accessories”
(“Equipment”) at the price, all as shown on the front of this Invoice. Customer will also promptly
pay when due any sales, use, excise or similar taxes applicable to the Equipment. All amounts
invoiced are due and payable without setoff.
Delivery; Risk of Loss. Company will have no liability for delivery of Equipment. The
Equipment will be delivered to Customer at the Company’s facility, where title and all risk of
loss shall pass to Customer.
Warranties and Disclaimers. Company warrants to Customer that all new Equipment will be
free from defects in materials and workmanship, for a period of 1 year for materials and 90 days
for workmanship. This warranty starts on the earlier of the delivery date of the Equipment to
Customer or, for Equipment that is resold by Customer, 90 days thereafter or the date it is placed
in service. In servicing this warranty Company will, in its sole discretion, replace the Equipment,
make warranty repairs or authorize repairs. Customer will bear the cost of shipment and service
personnel travel for all warranty repairs or replacements. ALL USED EQUIPMENT IS SOLD
AS-IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, UNLESS
EXPLICITLY SHOWN OTHERWISE ON THE FRONT OF THIS INVOICE. Company
warrants it has good title to all new and used Equipment sold to Customer. These warranties for
new and used Equipment also apply to non-warranty repair services provided by Company. All
warranties are void if the Equipment has been subject to abuse or abnormal damage or use.
Regardless of what representations may be contained in conversations, correspondence, labels,
advertisements, owners manuals or warranty cards, Customer acknowledges that Company
makes no warranty, express or implied, except the warranties provided in this Section.
Customer acknowledges that it is not relying upon Company’s skill or judgment to furnish
Equipment suitable for its purpose or any particular purpose. Company assumes no responsibility
for the design of Equipment. To the extent Company personnel make recommendations as to
applications, sizing, system design or any other matter, they do so to meet the Company’s own
manufacturing processes.
THESE EXPRESS WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
Company assigns to Customer all warranties on Equipment components if and as permitted
under the terms of the original manufacturers’ warranties, subject to any terms and conditions
contained therein and so long as Customer is not in default under these Terms.
Liability Disclaimer and Indemnity. Company expressly disclaims liability for, and
Customer will indemnify, hold harmless and defend Company (including its officers, directors,
employees, agents and shareholders) against any claim, suit, liability, loss, damage (including
indirect, consequential, special or punitive damages), lost profits or revenues, or expense of any
kind (including attorney’s fees) arising out of or caused, directly or indirectly, by: (1) the
inadequacy of the Equipment for Customer’s purpose or any purpose; (2) a deficiency or defect
in the Equipment or its component parts (excepting the express warranties provided herein); (3)
the use, performance or loss of use of the Equipment; (4) any loss of Customer’s business; or (5)
personal injury (including bodily injury or death) or property damage by reason of any act done,
permitted to be done, suffered or omitted to be done by Customer in connection with the use of
the Equipment, regardless of whether any of the aforesaid claims are based contract, tort, breach
of warranty, product liability or otherwise. These indemnities survive the termination of this
agreement.
Default and Remedies. Customer will be in default if it fails to pay this Invoice when due,
without setoff. Upon the occurrence of Customer’s default, Company may at its option take one
or more of the following actions: (1) obtain payment from Customer for any costs of Collection,
including reasonable attorney’s fees; (2) take immediate possession of any or all Equipment
whatsoever situated and, for such purpose, enter onto any premises owned or controlled by
Customer without liability for doing so; or (3) sell, dispose of, hold, use or lease the Equipment
as Company in its sole discretion may decide, retaining any surplus and holding Customer liable
for any deficiency. No remedy is intended to be exclusive, and each remedy shall be cumulative
and in addition to any other remedy provided for in these Terms or at law or in equity.
Assignment. These Terms shall be binding upon and shall inure to the benefit of Customer
and Company and their respective successors.
Miscellaneous. These Terms will be governed by the laws of the State of Minnesota. These
Terms constitute the entire agreement between Company and Customer, superseding all prior
communications and agreements between the parties. Those of Customer’s proposed terms and
conditions which are in addition to or inconsistent with these Terms will not be given any effect
whatsoever. No provision of these Terms shall be deemed waived, amended or modified unless
in writing and signed by the party against whom enforcement is asserted. Failure to exercise any
remedy or the acquiescence in any default shall not be a waiver of any obligation of Customer.
Any notice provided for shall be in writing and shall be sent by certified or registered mail to the
appropriate party at the address stated on the front of this Invoice.
Payment. All invoices are due, without setoff, 30 days after receipt. Customer agrees to pay
interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the
highest rate allowed by law. In the event of a payment default, Customer will be responsible for
all of Company’s costs of collection, including, but not limited to, court costs, filing fees and
attorneys’ fees.
Waiver of Jury Trial. The parties hereto irrevocably and unconditionally waive, to the fullest
extent possible, their right to a jury trial in any suit, action or proceeding on any matter arising
from or relating to these Terms.
By accepting the Equipment upon delivery, the “Bill To” party on the front of this Invoice (“Customer”)
agrees with Temp-Air, Inc. (“Company”) to these terms and conditions (“Terms”):
Rental Charges and Taxes. Customer will pay Company for use of the “Equipment” and “Accessories”
(“Equipment”) at the Rental Rate for the “Billing Days” (the “Rent”), as shown on the face of this Invoice. All
Rental Rates are based on a 28 day month. Customer will also promptly pay when due all sales, use, property,
excise and other taxes or assessments (whether federal, state or local), license or registration fees, other
charges, and amounts in lieu of the foregoing (including interest and penalties thereon), however designated
or levied, imposed on the Equipment, its use or rental excluding, however, taxes based on Company’s income.
The obligation to pay Rent and such taxes is without setoff and is absolute and unconditional under all
circumstances. Customer is responsible for all costs and expenses of any kind whatsoever for the possession
and use of the Equipment.
Delivery; Risk of Loss. Company will have no liability for any delay in delivery or failure to supply
Equipment. Customer shall bear the risk of all loss of or damage to the Equipment and loss of its use, whether
caused by fire, flood, storm, accident, explosion, theft, wreck, act of God, hostilities, civil disturbance, strike,
labor difficulties, machinery breakdown or any other cause whatsoever (each a “Loss”) from the time the
Equipment leaves the premises of Company and until it is returned to the possession of Company and
accepted by it. There will be no abatement or reduction of Rent on account of any Loss. Customer will insure
the Equipment against all risk of Loss in an amount at least equal to its replacement cost. If a Loss occurs,
Customer shall be liable for the expense of repairing the Equipment, or if the Equipment cannot be repaired,
then for an amount equal to the cost of purchasing similar Equipment from the manufacturer less the amount
of any insurance or other recovery received by Company.
Maintenance, Operation and Repair. Customer will, at its expense, cause competent and qualified
personnel to properly install, operate and maintain the Equipment in good operating condition, in accord with
applicable instruction manuals, laws and regulations. Customer will not do or permit any act to be performed
with the Equipment which would result in endangering or injuring persons or property in the vicinity of the
Equipment or the premises where it is being used, create a safety hazard, or interfere with the normal and
satisfactory operation or maintenance of the Equipment. Company is not responsible for service and repair
arising out of Customer’s negligence, including improper use, over-firing, inadequate fuel or electric power,
damage to the Equipment, or neglect. Customer will promptly notify Company of any breakage or failure of
the Equipment and Company will, in its sole discretion, replace the Equipment, make repairs or authorize
repairs. Any parts furnished in the course of repairs will become part of the Equipment. Customer will keep
and use the Equipment only at the “Ship To” location specified on the front of this Invoice and will not
relocate or remove any Equipment without the prior consent of Company.
Removal or Return of The Equipment; Quiet Enjoyment. Customer grants to Company the right to enter
any job or location for the purpose of inspecting or repairing the Equipment, or to remove Equipment on
twenty-four hours’ notice if Company deems the Equipment is at risk due to improper use, over-firing,
inadequate fuel or electric power, damage, neglect, or as otherwise reasonably determined by Company. It
shall be Customer’s responsibility to notify Company when Equipment is no longer needed, at which time
Customer will be advised how and where Equipment is to be returned. Customer will at its risk and expense
promptly return the Equipment to Company at locations designated by the Company in the same condition as
when delivered to Customer, ordinary wear and tear excepted. Prior to return, so long as Customer is not in
default under these Terms, Company shall not interfere with Customer’s possession and use of the Equipment.
Ownership and Title; No Liens or Encumbrances. The Equipment is and shall at all times be and remain
the sole and exclusive property of Company, and Customer has no right, title or interest therein, except for the
right expressly provided for here to use the Equipment in the normal operation of its business. Company is
permitted to display notice of its ownership on the Equipment by means of a suitable stencil, label or plaque
affixed thereto. Customer will not attempt to assign its rights to the Equipment, sublet the Equipment, or
move the Equipment away from the “Ship To” job site without first obtaining Company’s prior consent. The
Equipment will remain personal property regardless of its attachment to real property. Title to the Equipment
will at all times remain with Company and Customer at its expense will defend the title of Company and keep
the Equipment at all times free and clear of all claims, levies, liens or encumbrances except those created by
or arising through Company. Customer will not pledge, lend, create a security interest in, or sublet the
Equipment without Company’s prior written permission. Customer will give Company immediate written
notice of any attachment or other judicial process affecting the Equipment and will take action at its expense
to prevent any third party from acquiring an interest in the Equipment.
Financing Statement. Upon request, Customer will promptly execute and deliver financing statements in a
form satisfactory to Company. Company and Customer specifically agree that this Agreement is intended as a
true Lease and not as a security agreement, and any filing of a financing statement by Company is intended
merely to protect the rights of Company.
Warranties and Disclaimers. Company warrants only that, at the time the Equipment is delivered to
Customer, Company has the right to lease the Equipment to Customer. Customer acknowledges that it is not
relying upon Company’s skill or judgment to select or furnish Equipment suitable for its purpose or any
particular purpose. All warranties are void if the Equipment has been subject to abuse or abnormal damage or
use. Regardless of what representations may be contained in conversations, correspondence, labels,
advertisements, owners manuals or warranty cards, Customer acknowledges that Company makes no
warranty, express or implied, except the warranty provided in this section. THIS EXPRESS WARRANTY IS
EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Liability Disclaimer, Indemnity and Insurance. Company expressly disclaims liability for, and Customer
will indemnify, hold harmless and defend Company (including its officers, directors, employees, agents and
shareholders) against any claim, suit, liability, loss, damage (including indirect, consequential, special or
punitive damages), lost profits or revenues, or expense of any kind (including attorney’s fees) arising out of or
caused, directly or indirectly, by: (1) the ordering, use, condition, performance, operation or transportation of
the Equipment; (2) the inadequacy of the Equipment for Customer’s purpose or any purpose; (3) a deficiency
or defect in the Equipment or its component parts; (4) loss of use of the Equipment; (5) any loss of
Customer’s business; or (6) personal injury (including bodily injury or death) or property damage by reason of
any act done, permitted to be done, suffered or omitted to be done by Customer in connection with the use of
the Equipment, regardless of whether any of the aforesaid claims are based contract, tort, breach of warranty,
product liability or otherwise. These indemnities survive termination of this agreement. Customer will carry
liability insurance against any such liability in the sum of not less than One Million Dollars ($1,000,000) per
occurrence/annual aggregate for any and all bodily injury or property damage in such form and with such
insurance companies as shall be satisfactory to Company.
Reports. Customer shall immediately notify Company in writing of each accident arising out of the alleged or
apparent manufacture, function or operation of the Equipment, describing the time, place and nature of the
accident, damage to property or Equipment, and names of the persons involved or injured, if any.
Default and Remedies. Any of the following will be a default by Customer: (1) failure to pay Rent when due;
(2) failure to maintain liability insurance; (3) taking or permitting action to remove, sell, transfer, encumber,
pledge, part with or sublet the Equipment; (4) the Equipment is attached, levied upon or seized; (5) irreparable
damage, loss or destruction occurs to the Equipment; (6) bankruptcy or insolvency proceedings are
commenced by or against Customer, or a receiver is appointed for the business of Customer; or (7) failure to
perform Customer’s agreements under these Terms. Upon the occurrence of Customer’s default, Company
may at its option take one or more of the following actions: (1) terminate this agreement for rental of the
Equipment; (2) whether or not this Agreement is terminated, take immediate possession of any or all
Equipment wherever situated and, for such purpose, enter onto any premises owned or controlled by
Customer without liability for doing so; (3) terminate any outstanding option to purchase the Equipment; (4)
sell, dispose of, hold, use or lease the Equipment as Company in its sole discretion may decide, retaining any
surplus and holding Customer liable for any deficiency; or (5) purchase similar equipment from the
manufacturer and recover the cost from Customer, less any insurance proceeds received by Company.
Customer hereby waives notice and service of process and confesses judgment against it for any remedy
provided herein. Customer remains liable for all unpaid Rent or other charges due under these Terms up to
and including the day on which Company obtains possession of the Equipment. Customer is responsible for
all legal fees and other costs and expenses resulting from the foregoing defaults or the Company’s exercise of
its remedies, including the costs of repossession, repair, storage, transportation and disposition of the
Equipment, collection costs and attorneys’ fees. No remedy is intended to be exclusive, and each remedy shall
be cumulative and in addition to any other remedy provided for in these Terms or at law or in equity.
Miscellaneous. These Terms will be governed by the laws of the State of Minnesota. These Terms constitute
the entire agreement between Company and Customer, superseding all prior communications and agreements
between the parties. Those of Customer’s proposed terms and conditions which are in addition to or
inconsistent with these Terms will not be given any effect whatsoever. No provision of these Terms shall be
deemed waived, amended or modified unless in writing and signed by the party against whom enforcement is
asserted. Failure to exercise any remedy or the acquiescence in any default shall not be a waiver of any
obligation of Customer. Any notice provided for shall be in writing and shall be sent by certified or registered
mail to the appropriate party at the address stated on the front of this Invoice. These Terms will be binding
upon and inure to the benefit of Customer and Company and their respective successors.
Payment. All invoices are due, without setoff, 30 days after receipt. Customer agrees to pay interest on all
past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law.
Customer will pay for, and will indemnify and hold Company harmless from, any applicable 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 order or the
products. In the event of a payment default, Customer will be responsible for all of Company’s costs of
collection, including, but not limited to, court costs, filing fees and attorneys’ fees.
Waiver of Jury Trial. The parties hereto irrevocably and unconditionally waive, to the fullest extent
possible, their right to a jury trial in any suit, action or proceeding on any matter arising from or relating to
these Terms.
