SELLER'S TERMS TO GOVERN: Only the terms and conditions stated herein shall be binding upon The Greenheck Fan Corporation (hereinafter “SELLER”). No modification, amendment or change, whether in Buyer's purchase order, shipping release forms or otherwise shall obligate SELLER unless authorized in writing by SELLER's Wisconsin office. The Buyer shall be conclusively presumed to have accepted the terms and conditions set forth herein, thereby creating a contract limited to these terms, if Buyer does not object in writing to these terms within five (5) business days after their receipt.
PRICES: SELLER’S prices are as shown. If prices change after items are placed in shopping cart, the next time Buyer opens their shopping cart, they will be provided with a message that prices have changed and must acknowledge to continue. Prices include ground transportation charges in the 48 contiguous United States. All other shipping destinations will have additional freight. If expedited or custom freight services are required, availability of requested service(s) and costs will be calculated, quoted and added to the Buyer’s invoice upon acceptance.
LIMITED WARRANTY AND LIABILITY: SELLER warrants to Buyer that the goods manufactured are free from defects in material and workmanship for a period of 12 months from the date of shipment. SELLER's obligations and liabilities under this warranty are limited to furnishing FOB factory or warehouse at SELLER’s designated shipping point, freight allowed to Buyer’s city, (or point of export for shipments outside the 48 contiguous United States) replacement equipment (or at the option of SELLER parts therefore) for all Seller’s goods not conforming to this warranty and which have been returned to the manufacturer. No liability whatever shall attach to SELLER until said goods have been paid for and such liability shall be strictly limited to the purchase price of the equipment shown to be defective. SELLER’s further warranty protection may be available on an optional extra-cost basis and must be authorized and in writing.
ANY MISUSE, NEGLECT, FAILURE TO FOLLOW INSTRUCTIONS OR MANUALS OF INSTALLATION OR MAINTAINANCE REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE GOODS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER OR WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED GOODS.
THE WARRANTY AND LIABILITY SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESSED OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. SELLER PROVIDES NO INDEPENDENT WARRANTY FOR THIRD PARTY GOODS OR COMPONENTS SOLD TOGETHER OR INCORPORATED WITH SELLER’S PRODUCT(S). Electrical components are warranted only to the extent warranted by the original manufacturer. To the extent that SELLER is entitled to pass through a warranty of the original equipment manufacturer of the electrical goods sold, SELLER will pass through such warranties to Buyer.
TAXES & CUSTOMS: To the prices quoted add any manufacturer’s gross receipts, sales or use tax and customs, either international, federal, state, or local, payable on the transaction any applicable statute.
PAYMENT: Buyer understands that by clicking “Payment Information” the Buyer agrees, and authorizes the SELLER to charge the Buyer’s designated credit card for the payment amount. If not required to be paid by credit card, subject to approval by the Credit department, Payment terms for goods shipped hereunder will be net 30 days. Should the Buyer default in the timely payment to SELLER of sums due on an order, SELLER is entitled to any remedies provided in this contract or by law. If Buyer fails to pay any amounts when due, Buyer shall pay SELLER interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, the maximum allowable legal interest rate), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by SELLER.
PERFORMANCE: SELLER has the right to decline an order at any time for any reason. Your receipt of an order confirmation, electronic or otherwise, does not constitute Greenheck’s acceptance of an order. The duty to perform on the part of SELLER is contingent upon strikes, accidents, floods, act(s) of terrorism, fires, fuel shortages, the inability to procure materials from the usual sources of supply, the requirements of the US Government (through the use of priorities or preference or any other manner) that SELLER divert either the material or the finished product to the direct or indirect benefit of the Government, or upon any like or unlike cause beyond the reasonable control of SELLER.
SHIPMENT DATE: The product availability listed online is the estimated time from order placement until shipment. After shipment, it will take additional time for your product to travel from the SELLER’s designated shipping point to the delivery address. Shipment shall be FOB factory or warehouse at named shipping point with title passing to the Buyer upon delivery to the carrier by SELLER. In no event shall Greenheck be liable to you or any other person or entity for any damages arising from early or late deliveries.
LIABILITY DISCLAIMER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTION, LOST PROFITS OR LOSSES RESULTING FROM THE INSTALLATION, USE, MISUSE, OR INABILITY TO USE THE PRODUCT. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY EVEN IF THE PARTY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SHOULD SELLER NEVERTHELESS BE FOUND LIABLE FOR ANY DAMAGES, THEY SHALL BE LIMITED TO THE PURCHASE PRICE FOR THE PARTICULAR PIECE OR ITEM OF EQUIPMENT.
CHANGES OR CANCELLATIONS: Greenheck retains the sole and exclusive right to decide if an order may be changed or cancelled. Greenheck accepts changes or cancellations only if the following conditions are met:
Your order has not shipped. If it has shipped, please see section 15, RETURNS.
RISK OF LOSS: Risk of loss, including but not limited to loss of goods from shortages, damages or transit delays, shall pass to the Buyer when the goods have been delivered to any transportation carrier. Any claims for damage to, or loss or misdelivery or damage of the goods shall be filed with SELLER. The receiving process you agree to follow is:
When any shipment arrives, take these steps to ensure there are no issues with what you have ordered:
Count boxes and make sure you have as many pieces as are listed on shipping paperwork.
If your delivery is missing items, note missing items on the delivery receipt before you sign for the delivery.
Call Greenheck asap at 1-800-355-5354. We will track, verify products, and if needed, get the correct or new items either shipped or reshipped to you as soon as possible. Additionally, if you do these things, we will aid in filling any claims with carriers on your behalf.
Confirm that the model numbers on each box match the model numbers on shipping paperwork.
If you receive an incorrect item, do not accept delivery of the incorrect item, write the reason for refusal on the delivery receipt.
Carefully inspect all outer cartons and packaging.
List all blemishes on the shipping papers before you sign for the delivery. If you are not 100% satisfied with any item, do not accept delivery of that item, and write the reason for refusal on the delivery.
Open the cartons and packaging and carefully inspect all products for concealed shipping damage.
If there is concealed shipping damage, do not accept delivery of that item. List the damage on the delivery receipt.
If you receive a damaged product or items are missing from your delivery and you do not follow the receiving process listed above in Figure 1, your sole remedy is to file a claim with the shipping company.
AUTHORITY OF SELLER'S AGENTS: No agent, employee or representative of SELLER has the authority to bind SELLER to any affirmation, representation or warranty concerning the goods sold under this contract, and unless an affirmation, representation or warranty made by an authorized agent, employee or representative is specifically included within this bargain it shall not in any way be enforceable by the Buyer.
ASSIGNMENT/DELEGATION: No right or interest under this contract may be assigned by the Buyer, nor may any obligation or performance under this contract be delegated by the Buyer without SELLER's written permission. Any attempted assignment or delegation shall be void and ineffective for all purposes. SELLER may assign its rights or obligations under this Agreement in the event of a merger or change of control of SELLER.
GOVERNING LAW: This agreement shall be governed and construed in accordance with the laws State of Wisconsin. Buyer consents to jurisdiction in the Circuit Court of Wausau, WI or the Federal District Court for the Western District of WI in Eau Claire, WI.
INDEMNIFICATION: SELLER agrees to indemnify, defend and hold harmless Buyer from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation attorneys' fees, disbursements and courts costs) for injury to or death of persons or damage to property to the extent caused by a defect in SELLER’S product. Buyer agrees to indemnify, defend and hold harmless SELLER from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation attorneys' fees, disbursements and courts costs) for injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Buyer, a third party, or Buyer’s employees, agents, representatives or contractors. Each party shall provide the other with prompt written notice of any claim covered hereunder, and the indemnifying party shall have the right to assume exclusive control of the defense or settlement of such claim.
RETURNS: Goods shall not be returned except by permission of SELLER pursuant SELLER’s returned goods policy.
Purchaser or end user(s) agrees to comply with all applicable U.S. Export laws and regulations including but not limited to those administrated by Office of Foreign Assets Control (OFAC), Bureau of Industry and Security (BIS) and the Directorate of Defense Trade Controls (DDTC). This includes the purchaser or end user(s) not being designated on any U.S. Government restricted parties lists or in a sanction country.
All items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s) either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
DESIGN SERVICES AND COMPUTATIONAL FLUID DYNAMICS SELLER shall not be liable for any party’s reliance on fan locations and performance specified or included in SELLER’s CFD report if product is improperly installed, maintained, or otherwise tampered with or if different product is installed without the SELLER’s prior written approval. The purpose of any smoke test conducted is to visually demonstrate the general flow of the smoke from the supply to exhaust within a system and is not representative of the exact smoke flow in case of any fire event. General liability for all other design services, including but not limited to product selection, configuration and placement will be the responsibility of the professional engineer for the project.
ENTIRETY OF AGREEMENT: This document, together with any other documents furnished by SELLER shall set forth the entire agreement between the parties. Should any portion herein be deemed to be illegal, invalid or unenforceable the same shall not affect other terms or provisions of this Agreement which shall be deemed modified to the extent necessary to render it enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly. No waiver by either party of any rights under this Agreement will be effective unless it is in writing signed by the party against whom it is being enforced.
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