“Seller” shall mean Ingersoll-Rand Nexia Intelligence LLC.

  1. Acceptance. These terms and conditions are an integral part of Seller’s offer and form the basis of any agreement (“Agreement”) resulting from Seller’s quotation and/or proposal (the “Proposal”) for the sale of Nexia product(s) (“Product”). SELLER’S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent (“Customer”) delivered to Seller within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer’s order shall be deemed acceptance of the Proposal subject to Seller’s terms and conditions. If Customer’s order is expressly conditioned upon Seller’s acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Seller with Seller’s terms and conditions attached or referenced serves as Seller’s notice of objection to Customer’s terms and as Seller’s counter-offer to provide Equipment in accordance with the Proposal and the Seller’s terms and conditions. If Customer does not reject or object in writing to Seller within 10 days, Seller’s counter-offer will be deemed accepted. Customer’s acceptance of the Equipment will in any event constitute an acceptance by Customer of Seller’s terms and conditions. This Agreement is subject to credit approval by Seller. Upon disapproval of credit, Seller may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer. If Seller and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability.
  2. Orders. All orders submitted by Buyer must be in a written form acceptable to Seller. Seller will acknowledge receipt of each order issued in accordance with this Agreement and will notify Buyer whether such order has been accepted or rejected, in whole or in part, by Seller. If Seller fails to acknowledge receipt of an order, within a reasonable time period, such failure to acknowledge receipt will be deemed a rejection of the entire order. Any changes to orders must be acknowledged by Seller in writing, and Seller will advise Buyer of any changes in price or delivery date resulting from the change. All orders are final and cannot be cancelled without Seller’s prior written acceptance of cancellation. Only those Products that are not in conformance with the Seller’s limited warranty may be returned by Customer. The return of any Products shall be in compliance with Seller’s current return goods authorization process.
  3. Prices and Payment. Seller will sell the Products to Buyer at Seller’s list price in effect at the time of shipment of Buyer’s order, unless otherwise agreed to by Seller in writing. All pricing, including quotes, is subject to change at any time prior to Buyer’s issuance of an individual order that is accepted by Seller. Payment is due upon receipt of Product. Seller reserves the right to add to any account that is outstanding for more than 30 days a service charge in the amount of the lesser of 1-1/2% of the principal amount due at the end of each month or the maximum allowable legal interest rate. Any taxes, charges, or duties imposed by any governmental authority on the sale of Products shall be paid by Buyer. Seller shall have all rights of setoff.
  4. Delivery. Delivery dates are approximate and not guaranteed. Seller will use commercially reasonable efforts to deliver the Product on or before the estimated delivery date and will notify Customer if the estimated delivery dates cannot be honored and will deliver the Product as soon as practicable thereafter. In no event will Seller be liable for any damages or expenses caused by delays in delivery times. Shipments shall be F.O.B. Seller’s national distribution center (Bridgeton MO). Title and risk of loss or damage shall pass to Buyer upon tender of delivery of such to carrier at Seller’s U.S. national distribution center. All claims for loss of damage to the Products while in the care, custody /or control of the carrier are the responsibility of Buyer, who will submit any claims to that carrier.
  5. Buyer Responsibilities. (a) Buyer agrees to install, service and/or repair all Products according to Seller’s installation instructions, recommended practices and guidelines and periodic bulletins. (b) The Buyer also agrees to comply with all codes and accepted industry practices and to maintain all necessary permits and licenses required by local and state authorities. (c) Buyer agrees to comply with all federal, state, and provincial laws, rules, regulations, orders, codes, and ordinances, and accepted industry practices, directly or indirectly governing the sale, resale, installation, service, repair and/or disposal of Product, and to maintain all necessary permits and licenses required by local, state, and provincial authorities, and Buyer acknowledges that failure to do so may void the warranty. (d) Buyer agrees to maintain a record of the location of all Products it purchases and installs including model and serial number of each piece, install date, end user name and address. Buyer further agrees to make that information available at no charge to Seller for the purposes of, among other things, recall, repair, or service and product safety notices when required at the request of Seller, the U.S. Consumer Product Safety Commission, or the Canadian Office of Consumer Affairs. (e) Buyer agrees not to remove, disconnect or negate any safety device or features on Products. Buyer also agrees not to remove or alter any labels, plates or tags attached to Products without prior instruction or consent of Seller. Buyer further agrees not to alter any printed warranty, Use and Care Book or other Nexia literature without the written consent of Nexia. (f) Buyer agrees that installation, service, and repair, and customer site visits will only be performed by employees who have passed sufficient background checks. (g) Buyer agrees to take responsibility for delivering Product warranties, Product Use and Care Books, and other consumer literature packaged with the Products to the purchaser and/or consumer. Buyer further agrees to make sure to the best of its ability that the purchaser and/or consumer understands the operation of the Products, maintenance requirements and warranties.
  6. Enforcement of Obligations. In the event that Buyer fails to properly perform its obligations under this Agreement, including but not limited to Buyer’s failure to remit payment as required by Section 3 or comply with the Buyer Responsibilities set forth in Section 5, Buyer shall be liable to Seller for any and all expenses, including, but not limited to, reasonable attorney’s fees and court costs, incurred by Seller as a result of Buyer’s failure. Seller reserves the right to suspend or terminate performance in the event of Buyer’s non-payment.
  7. Indemnification. Buyer shall indemnify and hold harmless Seller, its parent, subsidiaries and affiliates and their directors, officers, employees and agents from and against any and all third party claims, losses, liabilities, penalties, damages, lawsuits, judgments, liens, encumbrances, costs and expenses, including reasonable attorneys’ fees, arising in whole or in part out of the acts or omissions or willful misconduct of Buyer or breach of this Agreement.
  8. Limitation of Liability and Disclaimer. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CLAIM OF NON-INFRINGEMENT, OR FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY COMMERCIAL LOSS, LOSS OF USE, OR LOST REVENUES OR PROFITS, LOST INTEREST, LOSS OF GOODWILL, OR CLAIMS OF BUYER’S CUSTOMERS HOWEVER CAUSED, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, IN ANY EVENT, TO THE EXTENT ALLOWED BY LAW, SELLER’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR EXPENSES ARISING OUT OF THIS AGREEMENT, OR OUT OF ANY PRODUCTS FURNISHED UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, AGENCY, WARRANTY, TRESPASS, INDEMNITY OR OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE COMPENSATION RECEIVED BY SELLER FROM BUYER UNDER THIS AGREEMENT. SELLER DISCLAIMS ANY LIABILITY FOR DAMAGES OF ANY KIND (WHETHER DIRECT OR INDIRECT) ARISING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS.
  9. Warranty. A complete copy of the terms and conditions of the warranty for the Product may be obtained at www.nexiahome.com/termsofsale. The provisions of the applicable warranty are incorporated into this document by reference and are fully made a part of the agreement as if attached hereto or recited verbatim in this document. No liability whatsoever shall attach to Seller until Products have been paid for and Seller’s liability under any warranty shall in no event exceed the purchase price of the Product shown to be defective. The warranty is voidable in the event of Buyer’s non-payment or Buyer’s breach of any term or obligation set forth in this Agreement.
  10. Warranty Disclaimer. SELLER’S LIMITED WARRANTY AND LIABILITY ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT SPECIFICALLY LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR USE, AND NON-INFRINGEMENT. Some states and/or provinces do not allow limitations on how long an implied limited warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state or province to province.
  11. Intellectual Property Obligations. Buyer may not use the trademarks and logos of Seller in its advertising and sales materials, unless otherwise agreed to by Seller in writing, nor shall Buyer use Seller’s names or trade names, in whole or in part, in any of Buyer’s company names or internet domain names.
  12. Seller’s Performance. Seller reserves the right to make changes to the Products provided that such changes conform to the specifications which Seller may have furnished to Buyer. Seller’s shall not be responsible for delays in contract formation caused by inclusion of new or different terms by Buyer, or delays in credit approval due to delayed or incomplete credit information by Buyer. Seller’s duty to perform is contingent upon the non-occurrence of an Event of Force Majeure.
  13. Force Majeure. If Seller shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Seller’s election (i) remain in effect but Seller’s obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon ten (10) days’ notice to Buyer, in which event Buyer shall pay Seller for all Product furnished to the date of termination. An “Event of Force Majeure” shall mean any cause or event beyond the control of Buyer, including without limitation: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; pandemic; insurrections; riots; labor disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid); and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Seller; and the requirements of the United States or Canada Government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the respective Government.
  14. Confidentiality. Buyer acknowledges that from time to time it may be provided with or come into possession of Seller’s confidential or proprietary information. Buyer agrees that confidential or proprietary information is provided for the sole purpose of permitting the Buyer to promote the Products. Buyer agrees to maintain the confidentiality of all confidential, proprietary and trade secret information, including but not limited to pricing data.
  15. Miscellaneous. (a) Any agreement resulting from Seller’s proposal or quote will be governed and construed according to the laws of New York for sales made in the United States or the laws of the province in which the sale is made for sales made in Canada. Any dispute arising under or relating to this Agreement which is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state of New York for sales made in the United States or in the province in which the sale is made for sales made in Canada. (b) This Agreement does not constitute either party the agent or legal representative of the other party. Neither party is authorized to create any obligation on behalf of the other party including, but not limited to, the obligation for payment of any service or warranty obligation hereunder.