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Terms and Conditions

For the purposes of these Terms and Conditions of Sale (these “Terms”), the term “Contract” shall mean the agreement represented by these Terms and the accompanying purchase order (“Purchase Order”) between OSI Environmental LLC (“OSI”) and the buyer identified therein (“Buyer”).

These Terms are effective as of 8/19/2024 and apply to all orders submitted by Buyer to OSI and all Purchase Orders issued on or after the Effective Date.

  1. Orders: By submitting an order to OSI, Buyer agrees to be subject to these Terms in their entirety. These Terms apply to any submitted order which contains a link to this electronic version of the Terms to the same extent as if these Terms were attached physically or electronically to the submitted order. No purchase order, whether or not submitted in response to a quotation by OSI, shall be binding upon OSI until accepted in writing by OSI.
  2. Prices and Taxes: Prices do not include federal, state or local taxes, including without limitation, sales, use or excise taxes now or hereafter enacted, applicable to the products described in the Purchase Order (the “Products”). All taxes may, in OSI’s discretion, be added by OSI to the sales price or billed separately. All taxes shall be paid by Buyer unless Buyer provides OSI with the appropriate and necessary tax exemption certificate.
  3. Shipment and Delivery: All Products will be shipped F.O.B. OSI’s premises and may be so shipped in several lots. OSI will select the carrier and ship “Prepaid”. Buyer must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from OSI to Buyer upon delivery by OSI to the possession of the carrier. This Contracts assumes that all Products will be manufactured and shipped in line with normal factory approved production planning schedules. Requirements for “unusual lead times” (expedited or delayed) could involve additional fees or a change order. All Products shall be deemed finally inspected and accepted within ten (10) days after delivery unless notice of rejection is given in writing to OSI within such period. 
  4. Drawings: Unless otherwise indicated in OSI’s quotation, OSI will provide general arrangement drawings and a standard operations and maintenance manual for the Products. Additional drawings, documentation, or Product testing may be made available for an additional fee as determined by OSI.
  5. Terms of Payment: Unless otherwise stated in OSI’s quotation, or on OSI’s invoice, terms of payment shall be net thirty (30) days from date of invoice. If Buyer fails to pay any payment due hereunder on or before the due date, OSI may recover, in addition to the payment, interest thereon at the rate of 1 1/2% per month where lawful, otherwise, the maximum lawful monthly interest rate, and actual attorney’s fees incurred by OSI.
  6. Force Majeure: OSI shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of OSI, including any act of war, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, floods, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where OSI has exercised ordinary care in the prevention thereof.
  7. Limitation of Warranties:

    1. Buyer shall be responsible for determining that the Products are suitable for Buyer’s use and that such use complies with any applicable local, state or federal law. Provided that Buyer notifies OSI in writing of any claimed defect in a Product immediately upon discovery and any such Product is returned to the original shipping point, transportation charges prepaid, within one (1) year from date of shipment to Buyer and upon examination OSI determines to its satisfaction that such hardware is defective in material or workmanship, i.e. contains a defect arising out of the manufacture of the Products and not a defect caused by other circumstances, including, but not limited to accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing, OSI shall at its option repair or replace the hardware, shipment to Buyer prepaid. OSI shall have reasonable time to make such repairs or to replace such hardware. This warranty is limited to a period of one (1) year, without regard to whether any claimed defects were discoverable or latent on the date of shipment.
    2. If Buyer shall fail to pay when due any portion of the purchase price or any other payment required from Buyer to OSI under this Contract or otherwise, all warranties and remedies granted under this Section 6 may, at OSI’s option, be terminated at any time.
    3. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND ANY DEFECTS THEREIN OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OSI SHALL NOT BE LIABLE FOR, AND BUYER ASSUMES ALL RISK OF, ANY ADVICE OR FAILURE TO PROVIDE ADVICE BY OSI TO BUYER REGARDING THE PRODUCTS OR BUYER’S USE OF THE SAME. UNDER NO CIRCUMSTANCES SHALL OSI BE LIABLE TO BUYER UNDER ANY TORT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY CLAIM AND BUYER AGREES TO WAIVE SUCH CLAIMS. OSI’S SOLE AND EXCLUSIVE LIABILITY, AND BUYER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY NONCONFORMITY OR DEFECT IN THE PRODUCTS OR ANYTHING DONE IN CONNECTION WITH THIS CONTRACT, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL BE AS SET FORTH IN SUBSECTION 6A HEREOF AS LIMITED BY SUBSECTION 6B HEREOF. THIS EXCLUSIVE REMEDY SHALL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE (AS THAT TERM IS USED IN THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE OHIO REVISED CODE) PROVIDED THAT THE OSI REMAINS WILLING TO REPAIR OR REPLACE DEFECTIVE PRODUCTS WITHIN A COMMERCIALLY REASONABLE TIME AFTER RECEIVING SUCH EQUIPMENT.
  8. Limitation of Liability and Buyer Indemnity: IN NO EVENT, REGARDLESS OF THE FORM OF ACTION, SHALL OSI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF THE SALE OF ITS PRODUCTS TO BUYER OR ARISING OUT OF ANYTHING DONE IN CONNECTION WITH THE CONTRACT, INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF CLAIMS FOR LOSS OF USE, BUSINESS, GOODWILL, OR PROFITS, AND CLAIMS ARISING OUT OF THIRD PARTY ACTIONS, REGARDLESS OF WHETHER SUCH THIRD PARTY ACTIONS, OR ANY OTHER CLAIMS, LOSSES, OR DAMAGES, WERE REASONABLY FORESEEABLE TO BUYER OR OSI. BUYER’S EXCLUSIVE REMEDY ARISING OUT OF ITS PURCHASE AND USE OF OSI’S PRODUCTS, OR ARISING OUT OF ANYTHING DONE IN CONNECTION WITH THE CONTRACT, SHALL BE FOR DAMAGES AND NO CLAIM OR CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WARRANTY AND STRICT LIABILITY), STATUTORY OR REGULATORY PROVISIONS, INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL BE GREATER IN AMOUNT IN AGGREGATE THAN THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED. Buyer shall indemnify and hold harmless OSI, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liabilities, damages, losses, claims, lawsuits, including costs and expenses in connection therewith, for death or injury to any persons or loss of any property whatsoever, caused in any manner by Buyer’s possession, use of the Products.
  9. Rescheduling and Cancellation: Orders accepted by OSI may be cancelled or rescheduled by Buyer only with the written consent of OSI (which consent OSI may withhold for any reason) and upon payment of OSI’s cancellation or rescheduling charges. Change orders regarding the specification, design, quantity, or any other aspect of the Products will be accepted at any time prior to completion of the Products; provided, however that any change order may result in an adjustment to the purchase price for the Products as appropriate in light of the scope, nature, and timing thereof.
  10. Insolvency: OSI shall have the unrestricted right without liability to cancel any order in the event of the happening of any of the following or any other comparable events; (i) Buyer’s insolvency or (commission of an act of bankruptcy); (ii) commencement of proceedings by, for or against Buyer under any law relating to bankruptcy or the relief of debtors; (iii) the appointment of a receiver or trustee for Buyer; (iv) the execution by Buyer of an assignment for the benefit of the creditors; and (v) the determination by the OSI, in its sole reasonable judgment, that Buyer’s financial condition is such as to endanger its performance hereunder.
  11. Waiver: The failure of OSI to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this order or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants or conditions or the future exercise of such right, but the obligation of Buyer with respect to such future performance shall continue in full force and effect.
  12. Applicable Law and Actions to Recover Damages: The validity, performance and construction of the Contract shall be governed by the laws of the State of Ohio. Any legal proceedings related to this Contract will be maintained in the courts located in Cleveland, Ohio, and the parties’ consent and agree that such jurisdiction and venue for such proceedings will lie exclusively with such courts. Any legal presumption that terms in this Contract shall be strictly construed against the party who drafted such terms or who benefits from such terms shall not be employed in construing and interpreting this Contract.
  13. Complete Agreement, Modifications, and Order of Precedence: This Contract constitutes the entire agreement between the parties relating to the sale of the Products and no addition to or modification of any provision of said agreement shall be binding upon OSI unless agreed in writing by OSI. In the event of any conflict between these Terms and the Purchase Order, these Terms will control unless otherwise agreed to in writing by OSI.
  14. Non-assignment: The terms and conditions contained herein have been issued in reliance upon Buyer’s reputation and good standing. Therefore, under no circumstances may Buyer make any assignment of this order or of its rights hereunder, or any delegation of its obligations hereunder, without the prior written consent of OSI and any attempted assignment or delegation without such consent shall be void and of no effect.
  15. Notices: All notices given under the Contract shall be in writing, mailed by first class mail, certified or registered, or delivered by hand to the address of the other party set forth in the quotation or Purchase Order or to such other address as such party may designate in writing from time to time by such notice, and shall take effect when received.
  16. Credit Card Service Fees: OSI at its discretion, reserves the right to charge service fees for the use of a credit card for payment by the customer.

v8.19.24

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