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​​​​​​​Sullair Terms & Conditions: OEM Solutions

1.     Definitions

The terms (a) "Sullair" or “Seller” shall mean Sullair, LLC, (b) "Buyer" shall mean the party purchasing the products or services, the party accepting delivery of Seller's products or services hereunder, and/or the party to the OEM Solutions Packager Agreement that is purchasing products from Sullair, (c) "product(s)" consists of the equipment and consumable products provided by Seller under this agreement, and (d) “Order” shall refer to a request by Buyer to purchase product from Sullair.

2.     Acceptance, Merger, and Integration

All Orders are accepted and all sales are subject to these terms and conditions and the provisions of the Authorized OEM Solutions Packager Agreement or other written contract between us under which your Order is placed, or if no such agreement or written contract exists, all acceptances of Orders and sales are conditioned upon Buyer’s assent to the following terms and conditions. Notwithstanding the manner in which Buyer accepts, Buyer's acceptance is limited exclusively to the acceptance of Seller's terms and conditions set forth in this document only. Seller objects to and rejects any proposal by Buyer for additional or different terms in connection with the products or services provided. Buyer may acknowledge this Order by purchase order, but any and all terms, conditions, and provisions contained in said purchase order, acknowledgement form, or other communications with respect to the transaction contemplated by this Order, or subsequent to the date of the Order, are agreed to be superfluous and without any force and effect.  Such additional or different terms and conditions in Buyer’s purchase order or other response hereto shall be further deemed objected to and rejected by Sullair and shall be of no effect. In the event this document is construed as an offer to sell, then acceptance of such offer is limited to the following terms and conditions and Buyer is hereby notified of Sullair’s objection to any terms and conditions additional to or different from the following.

Seller will be deemed to have accepted this Order when Seller returns an acknowledgement copy of this Order, or, at Seller's option, when Seller begins substantial performance under this Order. Buyer accepts this Order by acknowledging a copy of this Order, by confirming this Order by its purchase order or confirmation, or by acceptance of delivery of the products or services hereunder.

Unless otherwise expressly agreed in a writing signed by a duly authorized representative of Sullair and subject to and including the terms of any Authorized OEM Solutions Packager Agreement in effect between Buyer and Sullair, these terms and conditions constitute the entire agreement between Sullair and Buyer (“Agreement”) and supersede all other communications, representations, and agreements, either written or oral, between the parties with respect to the subject matter of this Agreement and take precedence over any conflicting or different terms and conditions in any Order or acceptance of Buyer. Each delivery is a separate contract. No changes in or additions to this contract by Buyer shall be of any effect against Sullair.  No changes or additions shall be effected by the return to Buyer, signed or unsigned, of any forms or documents attached to or accompanying Buyer’s Order which Buyer requires Sullair to return.

There are no promises, representations, or understandings made in connection with this Order or Agreement or contemporaneous with the execution thereof, except as set forth in this Agreement, and Buyer has not relied upon any promise, representation, or understanding that is not set forth in this Agreement.

3.     Prices and Quotations

All prices, whether shown in the Price List or in Order acknowledgements, or otherwise quoted upon, are in U.S. dollars and are subject to change without notice at any time prior to actual shipment of products. Price increases will not, however, be applied to (a) products covered by an Order acknowledgment stipulating a shipment date within thirty (30) days after the effective date of the increase, or (b) charges on products sold under a 90-day firm order accepted by Sullair prior to the effective date of the increase. Written and electronic quotations automatically expire, unless accepted within thirty (30) days from the date quoted and are subject to termination by Sullair with notice within and after that period.

Verbal quotations expire, unless accepted the same day they are made and are subject to termination by Sullair within and after that period.

The price of the products or services specified on the face hereof or in connection with this Order does not include federal taxes, state or local sales taxes, use taxes, or occupational taxes. Unless prohibited by law, Buyer is responsible for and shall pay all applicable sales, use, occupational, excise, value added, or other similar taxes applicable to the manufacture, sale, price, delivery, or use of the products or services provided by Seller, or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to and considered valid by the applicable taxing authorities.

The price shall also be subject to adjustment by Sullair in accordance with the published price.

Prices shown in published literature are maintained as general sources of information and are not quotations or offers to sell.

Sullair reserves the right to make price corrections due to typographical or engineering errors, or because of incomplete or inaccurate information from Buyer.

4.     Penalty Clause

No penalty clause of any description in any specification or Order will be effective unless specifically approved in a writing signed by a principal officer of Sullair.

5.     Cancellation

An Order once placed with and accepted by Sullair can be canceled only with Sullair’s written consent and upon terms that indemnify Sullair against loss.  Sullair may cancel any pending Order even after it has been accepted by Sullair with Buyer’s written consent.  Specialized or branded items cannot be returned.

All Order cancellation requests must be brought to the attention of the Sullair Area Manager or Application Engineer. Sullair has the right to assess cancellation charges based upon the type of equipment, special options specified, and the phase of production.  

Cancellation Charges

The following schedule applies to all Orders cancelled prior to the scheduled ship date. Exceptions are subject to Sullair Management Approval. As noted below, a major factor in determining charges at the time of cancellation is the stage of production.

Cancellation charge of 5% of the Order value will apply if the approved cancellation is made prior to 20 business days before the scheduled equipment ship date.*

Cancellation charge of 10% of the Order value will apply if the approved cancellation is made on or within 20 business days of the scheduled ship date. *

Cancellation charge of 15% of the Order value will apply if the approved cancellation is made on or within 10 business days of the scheduled ship date.*

*Additional charges may be applied for non-standard production items that may require special equipment costs, engineering time billed at $150/hour or another rate to be determined by Sullair, rework time, vendor restocking fees, and any other costs. 

6.     Terms of Payment

All payments are due Net Thirty (30) Days from date of invoice. Past due accounts are subject to a service charge, unless otherwise expressly agreed upon in a writing signed by an authorized representative of Sullair.  Failure to make prompt and full payment hereunder constitutes a material breach of this Order.

In the absence of any specific designation of a payment or in the event of a failure by Buyer to make timely payment under this or any other contract with Sullair, Sullair may, at its election, apply any payments by Buyer to Buyer’s various accounts in such proportion as Sullair shall deem appropriate.

If delivery is delayed by Buyer, payment shall become due on the date Sullair is prepared to make delivery.

All installment deliveries shall be separately invoiced, and paid for without regard to subsequent deliveries. Delays in delivery or nonconformities in any installment shall not relieve Buyer of its obligation to accept and pay for remaining installments.

Buyer shall comply with Sullair’s credit terms set forth in Sections 14 and 15 and as announced by Sullair from time to time.

7.     Returned Products

No product may be returned without the written permission and specific shipping instructions of Sullair.

Special products built to Buyer specifications will not be accepted for return.

Only products as currently manufactured will be considered for return unless otherwise agreed upon and approved by Sullair. Products must be securely packed so as to reach Sullair without damage.

Any cost incurred by Sullair to put products in first class condition, either for resale or with any modifications to be made by Buyer’s request for return, will be paid by Buyer.

Returned products become the property of Sullair.

Products accepted for return are subject to a restocking charge of 15% of the billing invoice, plus all transportation charges incurred by Sullair.

All such returns shall be in accordance with procedures reasonably established by Sullair, and from time to time such procedures may change and shall be available upon request.

8.     Shipping and Delivery

Delivery and shipping promises are estimates made in good faith. Shipping and delivery dates appearing on acknowledgment of Orders, or given the Buyer in any other manner, are also estimates. Sullair will not be responsible for any loss or damage arising from any failure to deliver or ship on the estimated date. Where the Buyer delays in supplying information necessary to proceed with the Order, the date of shipment or delivery may be extended accordingly and determined by conditions at Sullair’s factory at the time when the specifications were completed.

All products are carefully packed for shipment, and Sullair will assume no responsibility for delay, breakage, loss, or damage after delivery has been made to the carrier.

Sullair may, in its sole discretion, without liability or penalty, make partial shipments to Buyer, unless otherwise agreed to in a writing signed by Sullair. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's Order.

Buyer has the responsibility to inspect shipments prior to or during unloading to identify any damage and to make appropriate notations on the delivery tickets.

All claims for loss, damage, or delay must be made to the carrier by Buyer.

Claims for shortages, non-conformance, or other errors must be made in writing to Sullair and any carrier within ten (10) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer, and any attempted rejection or revocation of acceptance made thereafter shall be null and void. If such notice is given, Sullair shall have a reasonable opportunity to inspect the products at issue and, in its sole discretion, make any appropriate adjustment or replacement.  Buyer shall not delay any payment for the products pending their inspection.

9.     Transportation and Risk of Loss

Unless otherwise stated on the face hereof as agreed to in a writing signed by Sullair, products are delivered FCA Seller’s facility. Seller will prepay all freight and invoice the Buyer for the amount of freight paid.  Risk of loss, destruction of, or damage to the products shall be Sullair's until delivery of the products to a carrier or agent of Buyer at Sullair’s facility. Thereafter, Buyer shall be fully responsible for and assume all risk of loss, destruction of, or damage to the products. Loss, destruction of, or damage to the products after risk of loss has passed to Buyer will not release or excuse Buyer from its obligations under this Order or Agreement to Seller, including the obligation to make full payment. Where the scheduled shipment or delivery of products is delayed by Buyer, Sullair may deliver such products on the original shipment or delivery date by moving it to storage for the account of and at the risk of Buyer.

If Buyer requires shipment by method or routing other than as specified, Buyer shall pay any additional charges or other cost resulting from its requirement.

Cartage, stevedoring, insurance, and all other transportation, handling, delivery, and similar costs shall be paid by Buyer. These terms also apply where land routes are available but water transportation is specified by Buyer.

No allowance will be made in lieu of transportation if the Buyer accepts shipment at the factory freight station or otherwise supplies his own transportation.

Freight allowed to point of destination specified by Buyer will be permitted only when specifically agreed on and approved in writing by a principal representative of Sullair.

10.   Limited Warranty

Sullair warrants that, under normal use and service, if properly stored, handled, installed, operated, and maintained, the ancillary components sold with the Air-end shall, for a period of twelve (12) months (“Ancillary Component Warranty Period”) (1) beginning at machine start-up if the registration card is retuned within ten (10) days after start-up and the start-up occurs within twelve (12) months after shipment by Sullair from the factory, or (2) if not, beginning thirty (30) days after shipment by Sullair from the factory, be free of defects in materials and workmanship, under normal use and service; and that its rotary screw air-end (“Air-end”) shall, for a period of twenty-four (24) months (“Air-end Warranty Period”), (1) beginning at machine start-up if the registration card is returned within ten (10) days after start-up and the start-up occurs within twelve (12) months after shipment by Sullair from the factory, or (2) if not, beginning thirty (30) days after shipment by Sullair from the factory, be free of defects in materials and workmanship, under normal use and service.

Sullair warrants that, under normal use and service, if properly stored, handled, installed, operated, and maintained, its rotary screw gas-end (“Gas-end”) shall, for a period of twelve (12) months (“Gas-end Warranty Period”), (1) beginning at machine start-up if the registration card is returned within ten (10) days after start-up and the start-up occurs within twelve (12) months after shipment by Sullair from the factory, or (2) if not, beginning thirty (30) days after shipment by Sullair from the factory, be free of defects in materials and workmanship, under normal use and service.

Should any defect become apparent within any of the foregoing warranty periods, and written notice of each and every such defect is promptly provided to Sullair, and Sullair reasonably determines that any such product is defective in materials or workmanship, Sullair will, at its option, replace or repair such product, and Sullair’s obligation with respect to such products shall be limited to repair or placement F.O.B. Sullair's place of business, without any further expense to Sullair. Sullair shall not in any event be liable for any other labor, transportation, installation, adjustment, or other expenses which may arise in connection with such product.

Disassembly of the compressor or the Rotary Screw Gas-end or Air-end will void this warranty, as well as the gas-end exchange policy. This warranty does not apply to any compressor or Rotary-Screw Gas-end or Air-end damaged by accident, misuse, abuse, or negligence. Any accident, misuse, abuse, or negligence with or of the product(s) voids this limited warranty.

The Sullair warranty does not extend to products not assembled by Sullair. As to products assembled by others including the driver (whether engine, turbine, or electric motor), Buyer shall be entitled to proceed only upon the terms of that particular manufacturer's warranty. The Sullair warranty does not apply to defects in materials provided by Buyer or design stipulated by Buyer.

Used products and products not assembled by Sullair, are sold AS IS with no representation or warranty, and ALL WARRANTIES WRITTEN, ORAL, OR IMPLIED, other than may be expressly agreed to in a writing signed by Sullair, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

THE WARRANTIES SET FORTH HERE IN THIS SECTION ARE EXCLUSIVE, AND EXCEPT FOR THE EXPRESS LIMITED WARRANTIES, IF ANY, SET FORTH ABOVE IN THIS SECTION, SULLAIR MAKES NO EXPRESS OR IMPLIED WARRANTIES IN THIS AGREEMENT, ORDER, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL WARRANTIES, WRITTEN, EXPRESS, OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  IT IS EXPRESSLY UNDERSTOOD THAT THESE LIMITED WARRANTIES, IF ANY, ARE THE SOLE AND EXCLUSIVE REMEDY OF BUYER. IF A PRODUCT DOES NOT CONFORM TO THE WARRANTIES, IF ANY PROVIDED BY SULLAIR, OR IF BUYER MAKES ANY CLAIMS OR CAUSES OF ACTION AGAINST SULLAIR, BUYER’S EXCLUSIVE AND SOLE REMEDY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE PRODUCTS AT SULLAIR’S DISCRETION. IF REPAIR OR REPLACEMENT IS NOT FEASIBLE AS DETERMINED BY SULLAIR, SULLAIR MAY AT ITS SOLE OPTION REFUND THE PURCHASE PRICE FOR THE PRODUCTS OR THE PART THEREOF WHICH GIVES RISE TO THE CLAIM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, Sullair's liability on any claim whether in warranty, strict liability, tort, negligence, or otherwise for any loss or damage arising out of, connected with, or resulting from this AGREEMENT, ORDER, or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, servicing, operation, or use of any product covered by or furnished under this AGREEMENT OR ORDER shall in no case exceed the LESSER OF THE purchase price allowable to the product or part thereof which gives rise to the claim.

To the fullest extent permitted by law, BUYER waiveS, DISCLAIMS, and relinquishES any claims, demands, causes of action, or recoveries AGAINST SULLAIR for punitive, exemplary, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, or statutory damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL SULLAIR BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR STATUTORY DAMAGES HOWEVER ARISING WHETHER IN WARRANTY, STRICT LIABILITY, TORT, NEGLIGENCE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, OR REVENUE; LOSS OF TOTAL OR PARTIAL USE OF THE PRODUCTS, FACILITIES, OR SERVICES; DOWNTIME COSTS; LOSS OF TIME OR INCONVENIENCE; LOSS OR DAMAGE TO ASSOCIATED EQUIPMENT; COST OF SUBSTITUTED OR REPLACEMENT EQUIPMENT; LOSS OF CAPITAL; LOSS OF SERVICES OR COST OF REPLACEMENT AIR, POWER, OR UTILITIES; BUSINESS INTERRUPTION; DAMAGE TO BUSINESS REPUTATION; THIRD-PARTY CLAIMS OR LOSSES BY BUYER’S CUSTOMERS; OR ANY OTHER PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR STATUTORY DAMAGE ARISING OUT OF THIS AGREEMENT, ORDER, OR THE DELAY, DELIVERY, OPERATION, FUNCTION, OR CHARACTERISTICS OF THE PRODUCTS OR SERVICES PURCHASED HEREUNDER OR OTHERWISE PROVIDED BY SULLAIR. SUCH DAMAGES ARE FURTHER EXPRESSLY DISCLAIMED BY SULLAIR. 

Notice of claims against Sullair hereunder for any reason, including breach of warranty, must be made to Sullair in writing within forty-eight (48) hours of discovery to afford Sullair an opportunity to make a prompt investigation of surrounding facts and mitigate any damage which might ensue, should it be determined to be Sullair’s responsibility. Failure to give such notice to Sullair shall constitute a waiver by Buyer of any right later to assert such a claim. All such claims shall be submitted in writing to Sullair and said written notice of claim shall set forth in full the details, the basis, and the amount of such claim, as well as comply with Sullair’s warranty procedures, which can be made available upon request.  In addition, any cause of action against Sullair arising out of or relating to the Agreement or Order or the performance thereof by Sullair must be commenced in an appropriate forum within one (1) year after the cause of action accrued, notwithstanding any other applicable limitation period, or else such cause of action shall expire. Any claim covered by this section which are not presented within the time limits specified, or which do not reasonably conform to the other conditions of this section, are waived by Buyer and shall be null and void.

11.   Limitations of Liability and Timeliness of Actions

NOTWITHSTANDING ANYTHING TO THE CONTRARY, Sullair's liability on any claim whether in warranty, strict liability, tort, negligence, or otherwise for any loss or damage arising out of, connected with, or resulting from this AGREEMENT, ORDER, or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, servicing, operation, or use of any product covered by or furnished under this AGREEMENT OR ORDER shall in no case exceed the LESSER OF THE purchase price allowable to the product or part thereof which gives rise to the claim.

To the fullest extent permitted by law, BUYER waiveS, DISCLAIMS, and relinquishES any claims, demands, causes of action, or recoveries AGAINST SULLAIR for punitive, exemplary, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, or statutory damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL SULLAIR BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR STATUTORY DAMAGES HOWEVER ARISING WHETHER IN WARRANTY, STRICT LIABILITY, TORT, NEGLIGENCE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, OR REVENUE; LOSS OF TOTAL OR PARTIAL USE OF THE PRODUCTS, FACILITIES, OR SERVICES; DOWNTIME COSTS; LOSS OF TIME OR INCONVENIENCE; LOSS OR DAMAGE TO ASSOCIATED EQUIPMENT; COST OF SUBSTITUTED OR REPLACEMENT EQUIPMENT; LOSS OF CAPITAL; LOSS OF SERVICES OR COST OF REPLACEMENT AIR, POWER, OR UTILITIES; BUSINESS INTERRUPTION; DAMAGE TO BUSINESS REPUTATION; THIRD-PARTY CLAIMS OR LOSSES BY BUYER’S CUSTOMERS; OR ANY OTHER PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR STATUTORY DAMAGE ARISING OUT OF THIS AGREEMENT, ORDER, OR THE DELAY, DELIVERY, OPERATION, FUNCTION, OR CHARACTERISTICS OF THE PRODUCTS OR SERVICES PURCHASED HEREUNDER OR OTHERWISE PROVIDED BY SULLAIR. SUCH DAMAGES ARE FURTHER EXPRESSLY DISCLAIMED BY SULLAIR. 

Any cause of action against Sullair arising out of or relating to the Agreement or Order or the performance thereof by Sullair must be commenced in an appropriate forum within one (1) year after the cause of action accrued, notwithstanding any other applicable limitation period, or else such cause of action shall expire. Any claim covered by this section which are not presented within the time limits specified, or which do not reasonably conform to the other conditions of this Agreement, are waived by Buyer and shall be null and void.

12.   Indemnification

Buyer shall indemnify, hold harmless, and defend Sullair and its parent, officers, directors, partners, members, shareholders, employees, agents, successors, and assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, expenses, or fees of whatever kind, including attorneys' fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, "Losses"), arising out of or relating to any claim of a third party against Sullair: (a) relating to any breach of this Agreement by Buyer; (b) any act or omission of Buyer in connection with the products sold to Buyer or this Agreement, irrespective of whether such claim, damage, or expense is asserted under a strict or other product liability theory or any other legal theory; or (c) relating to any bodily injury, death of any person, or damage to property caused by the acts or omissions of Buyer, including but not limited to any Losses related to any asserted deficiencies or defects in the products sold caused by an alteration thereof, with or without Sullair’s consent, made by Buyer, or improper handling or storage by Buyer.

13.   Curtailment of Production

If Sullair’s production is curtailed or suspended for any reason, deliveries may, at its option, be canceled or may be prorated during the period of curtailed production and thereafter resumed until delivery is made in full.

Any and all tooling required for a particular Order are to be billed to and paid for by Buyer.

14.   Credit

Shipments and deliveries shall, at all times, be subject to the approval and limitations set by Sullair’s credit department. Prior to any extension of credit, Buyer shall submit to Sullair an application in a form acceptable to Sullair. Buyer shall execute such other instruments or documentation as Sullair shall from time to time reasonably require prior to any extensions of credit to Buyer. If Buyer shall fail to make any payments in accordance with the terms and conditions hereof or of any instrument or document referred to herein, or if Sullair at any time has any doubt as to Buyer’s financial responsibility, Sullair, in addition to all other rights and remedies, but not in limitation thereof, may at its option and without notice defer shipments or deliveries hereunder, or under any other contract with Buyer, except upon receipt of satisfactory security or of cash before payment.

Upon request from Sullair, Buyer 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 Sullair.

A service charge will be charged on all delinquent accounts.

15.   Cost of Collection

Buyer shall pay all cost of collection, including but not limited to reasonable attorney’s fees, court costs, and collection agency fees, involved in the collection of (a) past due accounts; (b) amounts owed to Sullair by Buyer by reason of Buyer’s breach of the Agreement, or any term or condition hereof, or any other agreement between Buyer and Sullair, (c) any amounts due for repair work not covered by Sullair’s limited warranty; and (d) any and all amounts owed by Buyer to Sullair for any other reason whatsoever.

16.   Designs and Specifications

The design and specifications of Seller's products are subject to change without notice. Seller reserves the right to ship the latest type and design of products at current prices and shall have no liability or obligation for changes in design or specifications.

17.   Force Majeure

Seller shall have no liability or obligation to Buyer of any kind, including but not limited to any obligation to deliver products or provide maintenance or services, arising from any delay or failure to perform all or any part of this Order or Agreement as a result of causes, conduct, or occurrences beyond Seller's reasonable control, including, but not limited to, commercial impracticability, fire, flood, act of war, civil disorder or disobedience, terrorism, act of public enemies, problems associated with transportation, (including car or truck shortages), acts or failure to act of any state, federal or foreign government or regulatory authorities, labor disputes, strikes, or failure of suppliers to make timely deliveries of materials, products, goods, or services to Seller.

18.   Remedies

The remedies expressly provided for in these terms and conditions shall be in addition to any other remedies which Sullair may have under the Uniform Commercial Code or other applicable law.

19.   Miscellaneous Terms

Any design, manufacturing drawings, or other information or material submitted to the Buyer and not intended for dissemination by Buyer remain the exclusive property of Sullair and may not, without its consent, be copied or communicated to a third party. 

Buyer shall not acquire and has no rights to Sullair’s intellectual property, and nothing in this Agreement shall be construed as providing any rights to Buyer to Sullair’s intellectual property.  All of Sullair’s intellectual property and all intellectual property developed by Sullair with respect to the products shall be solely owned by Sullair, including but not limited to any intellectual property developed in response to the requirements or suggestions of Buyer.  If Buyer acquires any intellectual property rights in or relating to any product purchased under this Agreement (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Sullair without further action by either party.

Except by Sullair, this contract is not assignable or transferable voluntarily or by operation of law.

The provisions of any contract resulting from this Order are for the benefit of the parties hereto and not for any other person.

No waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of Sullair.

If any term or condition is found to be unenforceable by a court of competent jurisdiction, said court may sever such term or condition from this contract and the remaining terms and conditions shall be enforced by said court.

Hardware or products sold by Sullair and/or information contained herein may be subject to the Export Administration Regulations (EAR) of the United States of America (22CFR Parts 730 - 744) or other applicable laws. Neither this product, hardware, and/or information, nor any portion of the information contained herein, may be exported, released, or disclosed to any foreign entity or foreign national inside or outside of the United States without first obtaining required U.S. Government approval or a validated export license. A violation of the EAR or other applicable laws may be subject to a penalty and fine. Diversion contrary to U.S. law or other applicable law is prohibited.

This Agreement and all claims or disputes among the parties shall be governed by and subject to the internal laws (exclusive of the conflicts of law provisions) and decisions of the courts of the State of Indiana.  The UN Convention on the International Sale of Goods shall not apply.

Web Version: 01 – June 21, 2016