Terms & Conditions
TERMS AND CONDITIONS OF SALE PRODUCTS AND RENTAL OF CYLINDERS
- This invoice contains all of the terms and conditions of the Agreement between ILMO PRODUCTS COMPANY (ILMO) and the Customer for the products sold and the cylinders rented to the Customer. As used herein “products” shall mean all goods and merchandise including industrial gases, welding equipment and parts sold to the Customer by ILMO.
- Customer is responsible for all sales and use taxes and delivery charges, if any, appearing on the invoice and agrees to pay the same.
- This invoice shall be deemed accurate and correct unless Customer notifies ILMO in writing within ten (10) days from the date of issuance, stating the specific inaccuracy. There will be a 25% restocking charge on returned merchandise.
- The minimum billing for open account charge orders is $25.00. Payment on all invoices is due within the following terms: All customer accounts 60 days past due will automatically be put on C.O.D. without a prior agreement. Customer agrees to pay on any invoice not paid within said time a FINANCE CHARGE computed by a periodic rate of 2% per month, which is an ANNUAL PERCENTAGE RATE OF 24%.
- Cylinders are rented to customer by ILMO in consideration for the sale of the products contained therein. Customer shall pay cylinder rental to ILMO, at ILMO’s prevailing rates, on the highest balance of cylinders on Customer’s account during each month until the cylinders are returned. Customer agrees cylinders received by Customer from ILMO are the sole property of ILMO. The cylinders shall be returned to ILMO when empty in the same condition as that received by Customer. ILMO is entitled to immediate possession of the cylinders at any time and without notice to the Customer, may reclaim all of its cylinders, whether empty or filled, and wherever located, including Customer’s place of business and the places of business of Customers accounts. ILMO is not responsible for damage caused by ILMO’s reclaiming of the cylinders. Any cylinder not returned to ILMO as provided herein shall be deemed lost. Customer shall be responsible for all lost or damaged fittings and cylinders. Customer shall, upon request, immediately pay ILMO the current market price in effect on the date payment is due, for a lost cylinder plus the cylinder rental charges to the date of payment. If a cylinder is damaged while in the possession of Customer, the Customer is responsible for the cost of repair or current market price of the cylinder as of the date returned, whichever cost is less.
- When Customer accepts delivery of the gases in cylinders, the Customer acknowledges that the cylinders are in good working order.
- Customer agrees to defend, indemnify and save harmless ILMO from and against liability, loss and expense including, but not limited to, attorneys; fees and court costs, arising out of injuries or death to persons or damage to property occurring to or on account of or in connection with the products sold and the cylinders rented to the Customer.
- The refilling of cylinders, except by ILMO, is prohibited. Customer shall keep possession and control of the cylinders at all times until they are returned to ILMO.
- Pursuant to the terms of the Uniform Commercial Code, ILMO has retained title to the products herein and a security interest therein, and all additions and accessions thereto, and the proceeds thereof, if sold, to secure the payment and performance of Customer’s obligations and any and all liabilities due ILMO hereunder. Customer cannot and shall not assign, pledge, lease, sell, offer to sell or otherwise transfer or encumber the products or any interest therein without the prior written consent of ILMO. Customer authorizes ILMO, if it so desires, to sign and file a financing statement on its behalf in those public offices deemed necessary by ILMO to protect its security interest. Customer shall, upon ILMO’s request, sign all such documents and do all such acts as ILMO deems necessary to establish and continue a perfected security interest in the products.
- The occurrence of any of the following events or conditions shall be deemed a default and shall entitle ILMO to declare all Customers obligations immediately due and payable.
- Failure to pay outstanding sums due ILMO on due date or to perform any obligation, covenant or liability contained or referred to herein;
- The destruction, substantial damage, loss, theft, sale or encumbrance to or of any of the products or cylinders or the making of levy, seizure or attachment thereof;
- The death, dissolution, insolvency, termination of business or business failure to Customer; the appointment of a receiver of any part of the property or assignment for benefit of creditors by Customer the commencement of any proceeding under any bankruptcy law by or against Customer.
In the event of a default, ILMO shall also have all of the remedies of a secured party under the Uniform Commercial Code including, but not limited to the right to immediate and exclusive possession of the products; without a breach of the peace and without notice, the right to enter upon the premises on which the products or any part thereof may be situated and remove the same therefrom or to render the same unusable; the right to hold, maintain, preserve and retain the products subject to Customer’s right of redemption in satisfaction of Customer’s obligations or prepare for sale and sell the goods, all pursuant to the provisions of the Uniform Commercial Code. In the event of a sale, the net proceeds, after deductions for the expenses of retaking, holding, or preparing for sale, sale, and the attorneys’ fees and legal expenses incurred by ILMO, shall be applied in satisfaction of the obligations secured hereby, with any surplus returned to Customer. Customer shall remain liable to ILMO for any deficiency. The remedies of ILMO hereunder are cumulative and the exercise of any one or more shall not be construed as a waiver of the other remedies of ILMO so long as there remains any unsatisfied Customer obligation. Customer waives claim for any damage it may incur by ILMO’s exercise of these remedies. Any waiver by ILMO of a customer’s default shall be in writing and shall not operate as a waiver of any other default or the same default on another occasion.
- This agreement and security interest created hereby shall terminate and title to the products shall vest in the customer upon full payment of all obligations due ILMO hereunder and return to ILMO of all its cylinders. Customer agrees that it will pay and discharge all reasonable costs, including attorney’s fees and expenses that may be incurred by ILMO in the enforcement of any provision of this Agreement.
- We hereby certify that these goods were produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended and in particular with the requirements of Section 6, 7 and 12 thereof and the regulations and orders of the United States Department of Labor, issued under Section 14 thereof.
All items covered by this invoice will be free from defects in material and workmanship at the time delivered or furnished to Customer by ILMO. No claim of any kind against ILMO, whether as to products, equipment or supplies delivered or furnished or for non-delivery of or failure to furnish products, equipment or supplies, and whether or not based on negligence, shall be greater than the price or charge for the item in respect to which such claim is made. THERE ARE NO EXPRESS WARRANTIES BY ILMO OTHER THAN THOSE SPECIFIED HEREIN, NO WARRANTIES BY ILMO (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Customer assumes all responsibility for the results of using products, equipment of supplies delivered or furnished to Customer in combination with other articles or substances and in any manufacturing process.
The cylinders or storage equipment covered by this invoice will be free from defects in material and workmanship at the time furnished to Customer. Any such cylinders or storage equipment which do not conform to this warranty will be repaired or replaced at ILMO’s expense. No claim of any kind against ILMO, whether as to cylinders or storage equipment furnished or for non-delivery of or failure to furnish cylinders or storage equipment, and whether or not based on negligence, shall be greater than the monthly charge for the cylinders or storage equipment in respect to which such claim is made. THERE ARE NO EXPRESS WARRANTIES BY ILMO OTHER THAN THOSE SPECIFIED HEREIN, NO WARRANTIES BY ILMO (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.