TERMS AND CONDITIONS OF SALE

TERMS – Notwithstanding any different or additional terms and conditions that may be embodied in Buyer's order, such order is accepted only on the condition that Buyer assents to the terms and conditions contained herein. The failure of Buyer to object hereto in writing shall constitute assent hereto.

Terms of sale are Net 30, unless expressly stipulated otherwise in writing.

SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE MATERIALS DESCRIBED HEREIN AND BUYER ACCEPTS THE MATERIALS AS IS. SELLER DOES NOT ADOPT OR AFFIRM ANY OF THE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY ANY OF THE MANUFACTURERS OF ANY OF THE MATERIALS DESCRIBED HEREIN.

Product Warranty. We will extend to Customer, on a "pass through" basis, any warranty provided by the manufacturer of the purchased Products to the extent permissible. EXCEPT AS PROVIDED ABOVE, PRODUCTS WILL BE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS AND REFRIGERATION SUPPLIES DISTRIBUTOR DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). REFRIGERATION SUPPLIES DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, LOST PROFITS OR LOST REVENUES, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability. REFRIGERATION SUPPLIES DISTRIBUTOR'S AGGREGATE LIABILITY WITH RESPECT TO THE SALE OF ANY PRODUCT OR PROVISION OF ANY SERVICE SHALL IN NO EVENT EXCEED THE PRICE PAID BY THE CUSTOMER FOR SUCH PRODUCT AND/OR SERVICE.

Materials normally carried in inventory of the location of this branch which have been delivered as ordered may be returned 'unused', within 30 days from the date of purchase for credit only upon Seller's prior authorization. All such returned materials must be accompanied by a copy of this invoice and a restocking charge of not to exceed 25%. In addition to 'unused', the materials must be in resalable condition or in its original packaging. (Return of special order merchandise may not be allowed at the sole discretion of the Seller.)

All quotations and sales are F.O.B. point of shipment unless expressly stipulated otherwise in writing. The risk of loss or destruction of, or damage to the materials shall be on the Buyer from and after delivery of the materials to Buyer or carrier, whichever occurs first.

Seller shall not be liable to Buyer for any loss or damage suffered by Buyer, directly or indirectly as a result of Seller's failure to perform, or delay in performing any obligation under this order where such a failure or delay is caused by labor troubles (including, without limitation, strikes, slowdowns and lockouts), civil disturbance, war, acts of terrorism, weather, Government regulations, inability to obtain or revocation of export or import licenses, interruptions of or delay in transportation, materials shortages, power failures, accident, or other cause of like or different character beyond Seller's control.
Prices do not include tax. Taxes will be added, in all cases, unless an exemption certificate is on file with the Seller. Buyer shall pay the amount of any applicable sales, use, compensating, intangibles, gross income or like tax, import duties and similar charges levied by any governmental authority in connection with this order.

Seller takes exception to and hereby objects to all hold harmless and indemnity provisions, either express or implied, set forth in Buyer's order that seek to impose liability on Seller.

No alternates quoted hereunder are guaranteed equal to the specified materials and alternates are subject to the approval of Buyer's specifying agent unless otherwise agreed in writing. Prices quoted are F.O.B., point of shipment with full freight allowed at job site with unloading by Buyer. Seller reserves the right to invoice for additional expenses incurred due to partial release of the specified materials. Delivery dates are not guaranteed and delinquency in delivery will not constitute grounds for charge back, set off, or other damages or claims of damage against Seller unless specified delivery dates are requested by Buyer and expressly agreed to in writing by Seller.

Consistent with industry custom and practice, Seller will deliver the goods to the specified address even if there is no one there to sign for them, unless Buyer instructs Seller otherwise in writing. Buyer agrees to pay all costs of delivery or redelivery.

In the event of any breach or default by Buyer on the terms and conditions of sale set forth herein; Seller may employ any company, corporation, agency or attorney to collect any and all amounts owing from Buyer to Seller, including but not limited to purchase price, service charges, delivery charges and taxes; and Buyer shall pay to Seller all costs, expenses and fees, including reasonable attorneys' fees, incurred by Seller in the enforcement of the said terms and conditions of sale.

By executing this invoice, the Buyer represents to the Seller that as of the date hereof the Buyer has not ceased to pay its debts in the ordinary course of business, that it can pay its debts as they become due and that it is solvent within the meaning of applicable Federal Bankruptcy laws.

A service charge of 1-1/2% per month (APR 18%) may be charged on all past due balances.

All claims for shortage or allowances must be made in writing on dale of delivery.

Material furnished for use in the improvement of real property may be subject to the mechanics' lien laws of the jurisdiction in which the material is used.

CA Civil Code

On January 1, 2012, California Civil Code Section 1714.43, or the California Transparency in Supply Chains Act of 2010 ("the Act"), went into effect. Any "retail seller" or "manufacturer" doing business in California and having at least $100 million in annual worldwide gross receipts is subject to the Act. As Refrigeration Supplies Distributor "RSD" is neither a retail or manufacturing concern as defined in the Act we have taken no action with respect to the Act.