1. GENERAL
These Terms and Conditions apply to all installations, maintenance or repair services, and sales of parts or equipment by
Compressor Services Company (the “Company”). Any additional or contrary term is binding on the Company only if agreed to in a
writing signed by the Company.
2. SCHEDULED DATES AND DELAYS
Scheduled dates are estimates. Neither party shall be liable for loss, damage, or delay caused by war, riots, fire, flood, strike or
other labor difficulty; acts of civil or military authority, including governmental laws, orders, priorities, or regulations; acts of the
other party; embargo; vehicle shortage; transportation damage or delay; inability to obtain necessary labor or materials from usual
sources; faulty forgings or castings; or other causes beyond that party’s reasonable control. If performance is delayed by any such
cause, the scheduled dates and time for completion will be adjusted to reflect the actual delay. Purchaser’s acceptance of services
or parts constitutes a waiver of claims for delay.
3. ASSIGNMENT
Neither party may assign or transfer the contract without the other party’s prior written consent.
4. TAXES
Prices do not include present or future federal, state, or municipal sales, use, gross receipts, property, or similar taxes relating to
any material, erection equipment, or services covered by the contract. If applicable law requires the Company to pay or collect any
such tax, Purchaser shall pay that amount in addition to the stated prices.
5. INSURANCE
For repair work performed at Purchaser’s facility, the Company’s personnel shall be covered by workers’ compensation, public
liability, and automobile insurance, where use of a vehicle is required. A certificate confirming such coverage is available upon
request. To the extent any loss or damage is recoverable under Purchaser’s insurance policies, Purchaser waives, and shall
cause its insurers to waive, rights of recovery against the Company for that loss or damage.
6. WARRANTY
The Company warrants that parts manufactured by the Company and furnished under the contract will be free from defects in
material and workmanship for six months from the date of installation, excluding transportation and installation costs, or for six
months from delivery if not installed by the Company. If Purchaser promptly notifies the Company of a defect within that period, the
Company may, at its option, repair or replace the affected part. The Company makes no performance warranty. Corrosion,
erosion, and normal wear and tear are specifically excluded from the Company’s warranty.
THE COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, EXCEPT
AS TO TITLE. ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, ARE DISCLAIMED.
7. LIMITATION OF LIABILITY
Purchaser’s remedies stated in the contract are exclusive. The Company’s liability arising from the contract or from services or
parts furnished under it shall not exceed the contract price of the services or part on which the liability is based. The Company and
its suppliers and subcontractors shall not be liable to Purchaser, any successor in interest, or any contract beneficiary for
consequential, incidental, indirect, special, or punitive damages arising from the contract or any breach, whether based on loss of
use, lost profit or revenue, interest, lost goodwill, work stoppage, impairment of other goods, shutdown or non-operation, increased
operating expense, replacement-power costs, service interruption claims, contract, warranty, negligence, indemnity, strict liability,
or otherwise.
8. NUCLEAR LIABILITY
Before using any services or parts furnished under the contract in a nuclear facility, Purchaser shall arrange for insurance or
governmental indemnity protecting the Company and its suppliers against any nuclear damage, including loss of use, arising in
any manner from a nuclear incident, whether alleged to result in whole or in part from the negligence or other act or omission of
the Company or its suppliers.
9. BILLING
Installation jobs or equipment purchases may, at the Company’s discretion, require a 50% down payment before equipment or
materials are ordered. All installation and service jobs may be progress billed at the Company’s discretion. Progress billings are
subject to the same payment terms as Purchaser’s account and these Terms and Conditions.
10. TITLE TO UNPAID PROPERTY SECURITY INTEREST AND REMOVAL
All parts, components, accessories, materials, and equipment supplied or furnished by the Company to Purchaser, including new,
used, reconditioned, replacement, or previously supplied items and items furnished in connection with a new equipment
installation (collectively, “Company-Supplied Property”), remain the property of the Company, as between the Company and
Purchaser, until the Company receives payment in full for those items. Company-Supplied Property remains subject to this Section
whether it is installed in, connected to, attached to, or used with Purchaser’s existing equipment or premises. This Section does
not transfer to the Company ownership of Purchaser’s pre-existing equipment merely because the Company serviced that
equipment or installed Company-Supplied Property in or on it.
To the extent applicable law treats title to Company-Supplied Property as having passed to Purchaser, Purchaser grants the
Company a continuing purchase-money security interest in the Company-Supplied Property and its identifiable proceeds to secure
all amounts due for that property. Purchaser authorizes the Company to file Uniform Commercial Code financing statements,
amendments, continuations, and fixture filings, and to take other reasonable steps to perfect or continue that security interest. To
the extent permitted by law, the parties intend Company-Supplied Property to remain personal property. Until payment in full,
Purchaser shall not sell, transfer, encumber, or permit a lien on Company-Supplied Property without the Company’s prior written
consent.
Upon nonpayment or other default, the Company may demand immediate surrender of unpaid Company-Supplied Property.
Purchaser shall assemble the property and make it available at a location reasonably convenient to both parties and shall provide
the Company safe and reasonable access to premises controlled by Purchaser. Subject to applicable law, reasonable prior notice,
and avoidance of any breach of the peace, the Company may inspect, disconnect, and remove its Company-Supplied Property.
Purchaser shall obtain any access or removal permission required from a landlord, property owner, lender, occupant, or other
person controlling the premises.
Purchaser shall pay all reasonable costs incurred to enforce this Section and to disconnect, remove, recover, transport, or store
Company-Supplied Property, including all labor and mileage, travel time, service-vehicle charges, rigging, lifting, crane or forklift
charges, freight, storage, site protection, and repair of physical damage caused by removal. Those costs are due upon invoice and
are in addition to the unpaid balance, finance charges, collection expenses, and other available remedies. Removal or recovery
does not cancel Purchaser’s unpaid obligation, and the Company will apply any required credit or disposition proceeds as
applicable law requires.
11. ORDER CANCELLATION SCHEDULE
Orders for Standard Stocked Parts or Equipment
25% of the Parts or Equipment price
Orders for Standard Non-Stocked Parts or Equipment
A. Before release for manufacturing or shipping: 25% of the Parts or Equipment invoice
B. After production has started: 40% of the equipment invoice
C. After production is complete and the equipment has shipped: 70% of the equipment invoice, plus return shipping fees
12. PAYMENT TERMS
Amounts not paid within Purchaser’s account terms are subject to a 2% monthly finance charge. When an account becomes past
due, finance charges will be applied. At the Company’s discretion, a past-due account may be referred to a collection agency and
placed on credit hold. The Company may place Purchaser on different payment terms or discontinue its relationship with
Purchaser.
Purchaser is liable for legal or collection fees and other incidental expenses incurred as a result of Purchaser’s default or breach.
All disputes are governed by the laws of the State of Illinois.
Unearned discounts are not allowed and will be charged back. No discounts are allowed on freight or taxes. Purchaser is
responsible for all state or municipal taxes applicable to use or resale of products. A properly executed, current tax exemption
certificate must be on file for any purchaser claiming a non-taxable sale. If a current certificate is not on file, the Company will
collect tax as required for the jurisdiction in which the property is delivered.
13. PAYMENT LAPSE OR DEFAULT
Failure to pay any amount when due is a default. In addition to the remedies stated in Section 10, the Company may suspend
work or deliveries, place Purchaser’s account on credit hold, refer the account for collection, and exercise any other right or
remedy available under the contract or applicable law. All remedies are cumulative. Purchaser’s refusal or failure to provide the
surrender or access required by Section 10 does not eliminate Purchaser’s payment obligations or limit the Company’s other
remedies.
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