Terms and Conditions

GENERAL TERMS AND CONDITIONS

                These General Terms and Conditions (the “Agreement”) are hereby entered into by and between Pittsburgh Air Systems, Inc., a Pennsylvania business corporation (“PAS” or “Pittsburgh Air Systems, Inc.” or “us” or “our”), and the party whose name and information appear on the Quote in which this Agreement is referenced and is thereby incorporated (“Customer” “you” or “your”). PAS and Customer may be referred to throughout this Agreement individually as a “party” or collectively as “parties.”

RECITALS

WHEREAS, PAS is the region’s leading supplier of commercial and industrial Heating, Ventilating, and Air Conditioning (HVAC) equipment, systems and controls; and

WHEREAS, Customer has agreed to the quote prepared by PAS for various products (the “Quote”); and

WHEREAS, in addition to the terms of the Quote, the Customer hereby agrees to be bound by the terms of this Agreement.

NOW, THEREFORE, with the intent to be legally bound, PAS and the Customer agree as follows:

ORDER ACCEPTANCE

(a) Scope of Work and Products. PAS agrees to provide to Customer, and Customer agrees to receive from PAS, the products and/or services specified in the Quote. Customer agrees and understands that PAS only promises to deliver the goods or products to Customer that are specifically identified in the Quote, and Customer further agrees and understands that Customer has no expectation of delivery of goods and products not mentioned in the Quote. Customer has no future expectation of delivery of products by PAS outside of the Quote.

(b)Special Orders. All orders for stock products or special ordered products directly from our manufacturers are subject to acceptance by Pittsburgh Air Systems, Inc.  Cancellation of orders after Customer release is subject to cancellation charges and a restocking fee if the equipment is not standard Pittsburgh Air Systems, Inc. stock.  All manufacturers’ Quick Ship orders cannot be cancelled once the order is place with the manufacturer.

DELIVERY; FORCE MAJEURE

(a) Delivery. Delivery dates given are our best estimate and are not guaranteed.  Furthermore, Pittsburgh Air Systems, Inc. cannot be held responsible for any liability arising from delays in shipping, delivery or manufacturing regardless of the cause of delay.  

(b) Force Majeure. Pittsburgh Air Systems, Inc. shall not be liable for any damage as a result of any delay due to any cause beyond their reasonable control, including but not limited to any act of God, act of Customer, pandemic or disease, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, act of terrorism, riot, delay in transportation, delayed delivery by vendors, and inability to obtain necessary labor and materials. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

PRICING

(a) Price.  Customer agrees to pay the contract price set forth in the Quote in exchange for the products specified in the Quote. A link regarding payment terms including method, timeline, and other provisions related to payment and invoicing shall be included in the Quote. The fees and any other amounts quoted in the Agreement do not include tax. All prices, unless otherwise specified, are F.O.B. Pittsburgh Air Systems, Inc. warehouse or if the order is to drop ship from one of our manufacturers, the price is F.O.B at the manufacturer.  Published and quoted prices do not include Federal, State or Local taxes, which will be imposed on the sale of our product unless a Sales Tax exemption certificate is provided. Customer agrees and understands that a Sales Tax may be imposed on the sale of our product even if a Sales Tax exemption certificate is provided, and, agrees to pay any Sales Tax imposed.

(b) Taxes and Tariffs. Customer is responsible for paying all governmental sales, use, value-added, commodity, harmonized and other taxes imposed on Customer’s access to the products and goods, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the products contemplated in connection with the quotation, other than taxes based on Pittsburgh Air Systems, Inc., net income or profits. To the extent Pittsburgh Air Systems, Inc. is required to collect such taxes, the applicable tax will be added to Customer’s invoice.

(c) Quotations; Catalog Prices. All quotations are valid for the time specified on the Quote. Published catalog prices are subject to change without notice. All quotations are for material only and do not include installation, start-up, calibration, etc. unless specifically stated in a WRITTEN quotation.  

CREDIT, PAYMENT TERMS and SERVICE CHARGES

(a) Credit Approval. All sales are subject to customer credit approval.  No equipment will be released without current credit approval or cash in advance.  Credit investigation typically takes 1-2 weeks but is dependent on outside factors including but not limited to the responsiveness of the references provided by the Customer.  

(b) Payment. Payment is due in 30 days from date the equipment was picked-up from our facility.  If shipped to the Customer, Payment is due 30 days from the invoice date.   VISA, Master Card and American Express may be an acceptable form of payment at the sole discretion of Pittsburgh Air Systems, Inc.  Contact Pittsburgh Air Systems for conditions of credit card acceptance. Customer agrees to pay any processing or other fees associated with making payment by credit card.

(c) Late Payment; Penalties. All payments made more than 30 days from the due date will be assessed a finance charge of 1.5% per month.  All payments made more than 30 days will be applied first to finance charges, and then to principal.  All accounts with balances over 45 days are subject to credit hold.  In the event that a Customer’s check is returned, all fees incurred by Pittsburgh Air Systems, Inc. shall be added to the Customer’s account balance and be due to Pittsburgh Air Systems, Inc.  

(d) Billing Disputes/Discrepancies. Any discrepancies in billing will be reported in writing to Pittsburgh Air Systems, Inc. within ten (10) business days of receipt of the billing or Pittsburgh Air Systems, Inc’s billing will be conclusively presumed to be ratified and adopted by the Customer.  All billings, even if disputed, are due and payable on the applicable due date per this Agreement.    In the event an account is placed for collection, Customer shall be responsible for all reasonable attorneys’ fees and costs incurred by Pittsburgh Air Systems, Inc. in securing payment. Until fully paid for, Pittsburgh Air Systems, Inc. expressly retains title to all materials to secure payment of purchase price and/or security interest in such materials under uniform commercial code.

RETURN MATERIAL / RESTOCKING

                Special orders which are not in stock cannot be returned for credit.  Current, standard stock items in undamaged and in as-new condition can be returned for full credit under the following conditions:

1. 1. 1. Prior approval from Pittsburgh Air Systems, Inc.
      2. Copy of the pick ticket or invoice on which the material was sold.
      3. Materials must be either delivered to Pittsburgh Air Systems, Inc. warehouse or shipped prepaid.  Collect shipments will not be accepted.
      4. Ten (10%) percent restocking charge.
      5. Credit amount to be determined by original selling price.

MATERIAL DAMAGE / FREIGHT CLAIM PROCEDURES – COMMERCIAL CARRIERS

                Shipment made via commercial carriers are shipped F.O.B. Point of Origin. Once the shipment leaves either Pittsburgh Air Systems, Inc. and/or any of our manufacturers, it is the Customer’s responsibility to file claims for loss and/or damage incurred during transit, regardless of who pays the carrier.  Pittsburgh Air Systems, Inc. will provide copies of any document in its possession required for proper filing of the claim. Pittsburgh Air Systems, Inc. will also lend any other support to an equitable resolution. However, in providing such support and assistance, Pittsburgh Air Systems, Inc. does not assume liability or responsibility for final settlement or collection of any claims.

                For UPS/Fed-Ex Ground, Customer shall notify driver or call local shipping office for inspection of damaged merchandise. Any questions regarding the above “Freight Claim Procedures” should be directed to Pittsburgh Air Systems, Inc.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES; THIRD PARTY LIABILITY

(a) Disclaimer of Warranties. Pittsburgh Air Systems Inc., its divisions, affiliates, successors and assigns DISCLAIM ANY AND ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Customer further agrees that its exclusive remedy against Pittsburgh Air Systems, Inc. for equipment that allegedly does not conform to Customer’s specifications shall be repair or replacement of such non-conforming equipment at Pittsburgh Air Systems, Inc’s option, and Pittsburgh Air Systems Inc., its divisions, affiliates, successors and assigns hereby DISCLAIM, AND SHALL NOT HAVE LIABILITY FOR CUSTOMER’S INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR EXPENSES OR BREACH OF WARRANTY OR FOR NEGLIGENCE ON THE PART OF Pittsburgh Air Systems, Inc.  Any claimed defects or non-conformities in the equipment will be reported in writing to Pittsburgh Air Systems, Inc. within ten (10) business days of delivery of the equipment, or the equipment will be conclusively presumed to be in full conformance with Customer’s specifications.  

(b) Third Party Liability; Limitation of Liability. Pittsburgh Air Systems, Inc.’s liability with respect to the quality of products or services and parts sold hereunder shall be limited to available actions and claims by the Customer. Pittsburgh Air Systems, Inc. shall not be responsible, under any circumstances, for any liability or claim by any customer, client, third party, or affiliate of Customer. Pittsburgh Air Systems, Inc. shall not be responsible for communicating directly with any customer, client, third party, or affiliate, of Customer for any reason, including but not limited to providing customer support or answering questions regarding the products and goods sold pursuant to the Quote. Notwithstanding any provision to the contrary Pittsburgh Air Systems, Inc.’s total financial liability to customers shall not exceed the purchase price as stated on the invoice. 

INDEMNIFICATION

(a) Customer’s Indemnification. Customer will defend, indemnify, and hold harmless PAS and its shareholders, affiliates, employees, officers, directors, agents, successors, heirs and assigns, at Customer’s sole expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) your use, sale, or application of the goods or products purchased from PAS; (ii) your violation of any third party rights (including third party intellectual property rights or privacy rights); and (iii) any claims, judgments, demands, or actions brought by any third party, customer, or affiliate; and (iv) your use of goods and products contrary to the Agreement.

(b) Indemnification Procedures. The Customer will pay all damages finally awarded by a court of competent jurisdiction to the third party claimant or any settlement amounts agreed by the indemnifying party along with all fees, costs and expenses (including reasonable attorneys’ fees) incurred. The Customer’s obligations under this Section are subject to the condition that PAS will: (i) notify the Customer promptly of any claims within 10 days of being served with a claim; and (ii) permit the Customer to control the defense and settlement of such claims (provided that the indemnifying Party will not settle or compromise any claim that requires the indemnified Party to make any admission of liability or take any actions, without the indemnified Party’s consent). Without limiting the foregoing, PAS will assist and cooperate with the Customer, as requested by the Customer, at Customer’s expense, in defending or settling the applicable claim.

GENERAL TERMS

(a) Notices.  Notices must be in writing (e.g. first class mail, certified mail, electronic mail) and sent to the other Party’s address or email set forth in the Quote. You will notify us of any changes if your contact for notices changes.

(b) Construction.   Except as otherwise provided in the Agreement, each of our rights and remedies under the Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of the Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect to PAS in the Agreement, means our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision.

(c) Independent Contractors. The Agreement does not create a partnership, agency, franchise, joint venture or employment relationship between the Parties. Our relationship to you is that of an independent contractor and neither of us will have, or will represent to any third party that it has, any authority to act on behalf of the other Party.

(d) Severability.  If any term or provision hereof be deemed unlawful, invalid, void or un-enforceable by a court of competent jurisdiction, either in its entirety or in a particular application, the remainder of the Agreement will nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement.

(e) Applicable Law and Venue. The Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws principles. Any legal proceedings arising out of or relating to the Agreement will be subject to the jurisdiction of the courts sitting in Allegheny County, Pennsylvania, and the parties irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.

(f) Entire Agreement. The Agreement constitutes the entire agreement governing the purchase of goods and products or services set forth in the Quote and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. The Agreement will not be modified except by written agreement of the Parties or by us to the extent set out in the Agreement.

(g) Waiver.  Our failure to exercise or enforce any right or provision under the Agreement will not constitute a waiver of such right or provision.

(h) Assignment.  Customer may not assign any part of the Agreement or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without the written consent of PAS’s designated officer. Any assignment in violation of this Section will be void. The Agreement will ensure to the benefit of, and be binding upon, each of us and each of our permitted successors and assigns.

(i) Electronic Execution. The Agreement may be executed in one or more counterparts (including electronically), each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

(j) Execution; Review by Counsel. The parties agree and understand that this Agreement is incorporated by reference in the Quote and that the parties are bound by the terms of the Agreement by execution of the Quote. The Customer further acknowledges and agrees that Customer has reviewed the Agreement and has had an opportunity to have the same reviewed by legal counsel.

(k) Amendment.   This Agreement may be amended by PAS in its sole discretion upon written notice to the Customer.

These Terms and Conditions constitute the final, complete, and exclusive statement of the agreement between the parties. Any terms or conditions contained in any purchase order, offer, or other communication from Buyer that are in addition to, inconsistent with, or contrary to these Terms and Conditions are hereby expressly rejected and shall be of no force or effect, unless expressly agreed to in writing by Seller.

Updated and effective September 10, 2025.