Standard Conditions of Sale, Effective: 1/1/2020
GENERAL – Unless otherwise expressly agreed in writing by a duly authorized representative of South-Tek Systems these terms and conditions supersede all other communications and agreements and notwithstanding any conflicting or different terms and conditions in any order or acceptance of Purchaser, all sales and shipments shall exclusively be governed by these terms and conditions. Section headings are for purposes of convenience only. “Products” as used herein shall include products, parts and accessories furnished Purchaser by South-Tek Systems. Orders shall be subject to acceptance at South-Tek Systems’ principal corporate offices in Wilmington, North Carolina.
DELIVERY – Unless otherwise agreed in writing, Products are delivered F.O.B. South-Tek Systems, Wilmington, North Carolina or for equipment shipped to destinations outside the United Sates, EXW shipping point. Crating charges may apply to purchase and will be added to final invoice or shipping cost at discretion of South Tek Systems. Where the scheduled delivery of Products is delayed by Purchaser or by reason of any of the contingencies referred to in the Force Majeure section, South-Tek Systems may deliver such Products by moving it to storage for the account of and at the risk of Purchaser. Any shipping delay request extending more than 30 days from original ship date requires account payment in full, minus any freight / crate charges that may be applicable, prior to equipment storage arrangements. Shipping dates are approximate and are based upon prompt receipt of all necessary information, progress payments, and approvals from Purchaser. South-Tek Systems reserves the right to make delivery installments. South-Tek Systems reserves the right to drop ship from vendor’s equipment such as tanks, air compressors or other equipment that are to be installed at the site as a portion of the system. Customer is required to unpack and inspect all components for shipping damages and report them to the transportation company upon receipt. Paint scuffs or scratches may occur on large items such as vessels or cabinets at the lifting points or tie down areas. South-Tek Systems will provide as much protection that is feasible to these areas. Touch-up paint by the site may be necessary to protect the equipment, contact South-Tek Systems for color codes as necessary. Equipment shall be delivered to the location specified F.O.B Wilmington, NC by the Purchaser at Purchaser’s expense and Purchaser shall be deemed to have accepted the Equipment on the day of such delivery. If the Equipment is of the kind that requires installation, Purchaser shall be responsible, at Purchaser’s Expense, for site preparation (if any) and installation of the Equipment (including securing all applicable permits ) unless otherwise agreed in writing by the Seller. All shortages of shipments versus what is stated on the South-Tek Systems Packing Slip must be reported within 48 hours of receipt.
SECURITY AND RISK OF LOSS – Upon request from South-Tek Systems, Purchaser agrees to execute a security agreement covering the Products sold or other assets and to perform all acts which may be necessary to perfect and assure a security position of South-Tek Systems. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, the risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment as stated within.
PAYMENT – Payment terms, unless agreed upon prior to receipt of order are as follows: For projects under $100,000 USD, 30% of the project’s total value is due upon receipt of order, and balance due Net 30 days after date of shipment. For projects over $100,000 USD, 30% of the project’s total value is due upon receipt of order, 30% prior to shipment and balance due Net 30 days after date of shipment. For any project shipping outside of the United States, 30% of the project’s total value is due at receipt of order, balance prior to shipment. All terms are subject to credit approval. Engineering change orders to projects are subject to a $500.00 change order fee plus an additional $175.00 per hour engineering rate to complete requested changes. This total will be added in full to next invoice, depending upon the stage of the project. If Purchaser fails to pay any invoice when due, South-Tek Systems may defer deliveries under this or any other contract with Purchaser, except upon receipt of satisfactory security for or cash in payment of any such invoice. Buyer is responsible for payment of all applicable taxes, duties, etc. Valid tax certificate must be provided to South Tek Systems if applicable to purchase.
A service charge of the lesser of 1.5% per month or the highest rate permitted by applicable law shall be charged on all overdue accounts. Failure on the part of Purchaser to pay invoices when due shall, at the option of South-Tek Systems, constitute a default in addition to all other remedies South-Tek Systems may have under these conditions of sale or applicable law. If, in the judgment of South-Tek Systems, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified, South-Tek Systems may require payment in advance or cancel any outstanding order, whereupon South-Tek Systems shall be entitled to receive reasonable cancellation charges.
Standard cancellation charges that may be used are as follows: 10% or order value if order is canceled after first 24 hours, but before final drawing approval. 60% or order value if order is canceled after final drawing approval but prior to shipping. Due to the nature of each project being engineered-to-order, South-Tek Systems will not accept the return of equipment once it has shipped. If delivery is delayed by Purchaser, payment shall become due on the date South-Tek Systems is prepared to make delivery. Should manufacturer be delayed by Purchaser, pro rata payments shall become due if and to the extent required at South-Tek Systems by its contracts with their suppliers. All installment deliveries shall be separately invoiced and paid for without regard to subsequent deliveries. Delays in delivery or non-conformities in any installment shall not relieve Purchaser of its obligations of any payments for remaining installments. Payments past due will result in Purchaser being put on credit hold. The Purchaser will only be released from credit hold when all outstanding payments are satisfied.
FORCE MAJEURE – South-Tek Systems shall not be liable for loss, damage, detention, or delay, nor be deemed to be in default from causes beyond its reasonable control or from fire, strike or other concerted action of workmen, act or omission of any governmental authority or of Purchaser, compliance with import or export regulations, insurrection or riot, embargo, delays or shortages in transportation, pandemic, or inability to obtain necessary engineering talent, labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay.
NEW PRODUCT WARRANTY – South-Tek Systems warrants to the Purchaser that all Nitrogen Generators and other Products manufactured by South-Tek Systems shall be free of defects in material and workmanship for a period of (12) months from date of shipment to Purchaser, however up to (48) months of additional warranty coverage can be purchased during the initial (12) month warranty period.
Should any failure to conform with this warranty appear prior to or after shipment of the Product to Purchaser during the specified periods under normal and proper use and provided the Product has been properly stored, installed, handled and maintained by the Purchaser, South-Tek Systems shall provide in factory repair at South-Tek Systems’ Wilmington, NC facility of the non-conforming parts, if given prompt notice by Purchaser. Purchaser must obtain an RMA (Return Material Authorization) from South-Tek Systems prior to returning equipment/components for repair. Shipping to and from South-Tek Systems is the responsibility of the Purchaser.
South-Tek Systems warrants Products or parts thereof repaired or replaced pursuant to the above warranty under normal and proper use, storage, handling, installation, and maintenance, against defects in workmanship and material for a period of thirty (30) days from date of start-up of such repaired or replaced Products or parts thereof or the expiration of the original Product warranty, whichever is longer.
When the nature of the defect is such that it is appropriate in the judgment of South-Tek Systems to do so, and if mutually agreed upon, repairs can be made at the site of the Product with Purchaser paying for South-Tek Systems’ Service Technician(s) transportation and living costs at cost, when work is performed during normal working hours (8 a.m. to 4:30 p.m. Monday through Friday, exclusive of holidays). Labor performed at other times will be billed at the overtime rate then prevailing for services of South-Tek Systems personnel.
All warranties within are null and void if maintenance has not been followed per South-Tek System’s recommended maintenance schedules and procedures (including manufacturer’s recommended filter element change schedule), Purchaser does not use South-Tek System’s parts or recommended parts and procedures for such maintenance, Product has not been installed per South-Tek Systems’ standard or project specific (if applicable) installation guidelines, Purchaser has made any unauthorized adjustments to the Product, Purchaser has changed out any components within the Product without authorization from South-Tek Systems, Nitrogen filter media (CMS sieve material or membrane) has been compromised by the quality of compressed air provided to the Product (South-Tek Systems has the right to have CMS sieve material or membranes analyzed for foreign intrusion by a third party at the Purchaser’s expense), the quality of compressed air is found not to be clean (not oil, moisture, or particulate free) or dry (not 40 degree F dew point or less for nitrogen generator output purities of up to 99.99% and not -40 degree F dew point for nitrogen generator output purities of greater than 99.99%) or the Product is used for purposes not authorized or not intended by South-Tek Systems. All equipment is designed for indoor installation unless specifically specified within the proposal. Indoor is defined as controlled environment above 40F and less than 80F and no exposure to environmental elements.
The South-Tek Systems warranty does not extend to Used Products or Products not manufactured/assembled by South-Tek Systems. As to such Products, Purchaser shall be entitled to proceed only upon the terms of that particular manufacturer’s warranty. The South-Tek Systems warranty does not apply to defects in material provided by Purchaser or to design stipulated by Purchaser.
All warranty claims must follow South-Tek Systems’ Returned Material Authorization (RMA) procedures. It is the responsibility of the buyer to contact South-Tek Systems and provide an adequate field evaluation of the issue(s) at hand. South-Tek Systems shall be afforded a reasonable amount of troubleshooting time with a capable representative of the buyer to properly identify the issue in the field to properly service the system. South-Tek may issue an RMA after such troubleshooting. Parts and/or services may then be quoted as necessary to repair the system. All RMA’s and shipments must be acknowledged by customer via email/fax before shipment. South-Tek may require a PO from buyer to cover RMA expenses until the defective/failed part is returned. RMA parts must be returned to South-Tek Systems within 14 days of receipt of the replacement parts at the buyer’s cost. If the parts haven’t been returned during 14 day period, an invoice for the shipped parts will be sent against the RMA to the buyer and is due upon receipt.
South-Tek Systems has the choice to repair, replace or refund parts or systems that have failed in the field under normal wear and tear. Failure to maintain, install properly, or damages from the customer are not covered and may be refused. Repaired parts, refurbished parts, or new parts may be used in all RMA situations and take on the original warranty period as the system or (12) months from date of shipment of the parts/service, whichever is longer. South-Tek Systems’ Warranties all systems/parts/services according to the serial number of the system. All dates and warranty periods will be based on the original ship date of the serial number in question. Plumbing and Vessel paint may need field touch-ups from season to season based on environmental effects and is considered a routine maintenance item. South-Tek should be made aware of the installation variables so that the system’s finishes can be specified properly. South-Tek Systems extensively tests for pressure leaks during the testing and QC of our products. However, in transit, some heavy components could tweak their threaded connections or temperature swings in the field could cause minute leaks and need field tightening by the purchaser after installation.
Any services performed by South-Tek Systems in connection with the sale, installation, servicing or repair of a Product are warranted to be performed in a workmanlike manner. If any nonconformity with this warranty appears within 30 days after the services are performed, the exclusive obligation of South-Tek Systems shall be to re-perform the services in a conforming manner.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS, ARE HEREBY DISCLAIMED. Correction of nonconformities as provided above shall be Purchaser’s exclusive remedy and shall constitute fulfillment of all liabilities of South-Tek Systems (including any liability for direct, indirect, special, incidental or consequential damage) whether in warranty, strict liability, contract, tort, negligence, or otherwise with respect to the quality of or any defect in Products or associated services delivered or performed hereunder. WARRANTY IS NON-TRANSFERABLE.
Returned Products and Systems – Equipment may not be returned by Customer without South-Tek’s prior written authorization. Custom products that have been manufactured to Customer’s specifications are not returnable.
Hazards – Purchaser acknowledges that there are hazards associated with the use of the Equipment and the gases produced from the Equipment. Purchaser shall be responsible for training its employees, customers, and all others exposed to such hazards in the proper use of the Equipment and for taking all appropriate actions to warn and protect such individuals.
Proprietary Information and confidentiality – Purchaser acknowledges that the technology related to the Equipment constitutes proprietary information belonging exclusively to South-Tek Systems, LLC. Purchaser shall maintain the proprietary information in confidence and shall not disclose, or permit any of its employees or agents to disclose any Proprietary Information to any person, excepts to Purchaser’s employees who are directly involved in the use of the Equipment, without the prior written consent of South-Tek Systems.
Applicable Laws – The laws of the State of North Carolina shall govern this Agreement without regard to its choice of law provisions.
Entire Agreement – This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No provision of any Purchaser purchase order or similar document shall alter or add to this Agreement. Any modifications of this Agreement must be written and signed by both parties.