General Terms & Conditioins
SALE OF PRODUCTS AND RENTAL OF CYLINDERS
1 – General. This document contains the general terms and conditions applicable to any Agreement between ILMO PRODUCTS COMPANY (ILMO) and a Customer for the sale of products and rental of cylinders. As used herein “Products” shall mean all goods and merchandise including, but not necessarily limited to industrial gases, welding equipment, and parts sold to a Customer by ILMO. Separate and more specific terms and conditions may also apply to individual sale, rental, or lease agreements between ILMO and its customers.
2 – Taxes and Delivery Charges. Customer is responsible for all sales and use taxes and delivery charges, if any. Said taxes and delivery charges will be included in Customer’s invoice/statement and must be paid on the same terms as for the sale of products and rental of cylinders.
3 – Payment Terms. The minimum billing for open account charge orders is $25.00. Unless otherwise provided, Customer must pay all invoices/statements within thirty (30) days of the invoice date. All customer accounts that are sixty (60) days past due and for which an agreed repayment schedule has not been established, will require cash on delivery (C.O.D.) for any additional product sales or cylinder rentals. For any invoice/statement balance that is not paid within thirty (30) days of the invoice date (or by any other payment due date set for a specific Customer), Customer agrees to pay a FINANCE CHARGE of 9% per year, computed at a monthly rate of 0.75% on any unpaid and past due balance.
4 – Deliveries. When Customer accepts delivery of the products and gases in cylinders, the Customer acknowledges that the products and gases in cylinders are in good working order and are satisfactory for Customer’s intended use.
5 – Inspection of Invoice/Statement. ILMO’s invoice/statement 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. Customer returns of Products, storage tanks, cylinders, other containers, or other equipment are subject to a restocking charge of up to 25% of the sale or rental price.
6 – Returns. Customer returns of Products, storage tanks, cylinders, other containers, or other equipment are subject to a restocking charge of up to 25% of the sale or rental price.
7 – Cylinder (or other container) Refill. The refilling of cylinders or other storage containers, except by ILMO, is strictly prohibited. Customer shall keep possession and control of the cylinders and other storage containers at all times until they are returned to ILMO.
8 – Cylinder (or other container) Rental. Cylinders or other storage containers may be rented or leased to a Customer by ILMO for the purpose of storing ILMO products therein. Unless a valid Lease Agreement indicates otherwise, Customer shall pay cylinder or other storage container rental to ILMO, at ILMO’s prevailing rates, on the highest balance of cylinders on Customer’s account during each month until the cylinders or other storage containers are returned. Any cylinders or other storage containers rented to Customer by ILMO, remain the sole property of ILMO during the rental period.
- 8.1 – Customer agrees to return the cylinders and other storage containers to ILMO in the same condition as when they were delivered to Customer, ordinary wear and tear excepted.
- 8.2 – ILMO is entitled to immediate possession of the cylinders and other storage containers at any time and without notice to the Customer. ILMO reserves the right to reclaim any or all of its cylinders and storage containers at any time, whether empty or filled, and wherever located, including Customer’s place of business and the places of business of Customer’s accounts. ILMO is not responsible for damage caused by ILMO’s reclaiming of the cylinders or storage containers.
- 8.3 – Any cylinder or storage container not returned to ILMO as provided herein shall be deemed lost. Customer shall be responsible for all lost cylinders and storage containers. When a cylinder or storage container is lost, Customer shall, upon request, immediately pay ILMO the current market price of the cylinder or storage container that is in effect on the date the item is deemed lost. In addition, until such time as payment for the lost cylinder or storage container is made, Customer shall continue to pay rental charges to ILMO.
- 8.4 – If a cylinder, storage container, or fitting is damaged while in the possession of Customer, the Customer is responsible for the cost of repair or current market price of the damaged item as of the date returned, whichever cost is less. Customer remains liable to ILMO for the rental price of the cylinder or storage container even if it is inoperable due to damage to it or a fitting while in the possession of Customer.
9 – Security Interest. Pursuant to the terms of the Uniform Commercial Code, ILMO has retained title to the products, gases and or equipment 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, gases and or equipment 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.
10 – Indemnity. To the fullest extent of the law, Customer agrees to defend, indemnify and hold harmless ILMO, including its officers, employees, agents, and representatives from and against any and all liability, loss, claims, damages, fines, and expenses including, but not limited to, attorney fees and court costs, arising out of, resulting from, or in connection with Customer’s use or possession of any of the products or equipment sold, rented or leased to Customer by ILMO.
11 – Default. The occurrence of any of the following events or conditions shall be deemed a default and shall entitle ILMO to declare all Customer’s obligations immediately due and payable.
- 11.1 – Failure to pay outstanding sums due ILMO on due date or to perform any obligation, covenant or liability contained or referred to herein;
- 11.2 – 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;
- 11.3 – The death, dissolution, insolvency, termination of business or business failure of Customer;
- 11.4 – The appointment of a receiver for any part of Customer’s property, the assignment of any of Customer’s property for the benefit of creditors; or the commencement of any proceeding under any bankruptcy law by or against Customer.
12 – Remedies. 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.
- 12.1 – 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 fees and expenses that may be incurred by ILMO in the enforcement of any provision of these Terms and Conditions.
13 – Warranties. All Products, storage tanks, cylinders, other containers, or other equipment furnished by ILMO shall conform to the description thereof published by the manufacturer at the time of sale. Other than this, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN BY ILMO WITH REGARD TO THE PRODUCTS, EQUIPMENT, OR SUPPLIES PROVIDED. NO WARRANTIES SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO A WARRANTY OF MERCHANTABILITY AND A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE RESULTS OF USING PRODUCTS, EQUIPMENT OR SUPPLIES DELIVERED OR FURNISHED TO CUSTOMER BY ILMO, WHETHER IN COMBINATION WITH OTHER ARTICLES OR SUBSTANCES, IN ANY MANUFACTURING PROCESS, OR OTHERWISE.
14 – Limitation of Liability. No claim of any kind by Customer against ILMO, whether as to products, equipment, supplies, cylinders or storage equipment 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, charge or monthly charge for the product, equipment, supply, cylinder, or storage equipment in respect to which such claim is made.
15 – Headings. The headings used in this document have been included solely for the ease of reference and shall not be considered in the interpretation or construction of this document.
16 – Governing Law. This document shall be governed by the laws of the State of Illinois.
17 – Severability. If any provision of these Terms and Conditions shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions within these Terms and Conditions.