1. Scope and Definitions. These Terms and Conditions are an integral part of this Quotation document. The definition of terms used, interpretation of this Quotation, and rights of parties hereto shall be construed under and governed by the Uniform Commercial Code of the State of Illinois. "Seller" means Fluid Air, a division of Spraying Systems Co.; "Purchaser" means the person, firm or corporation to whom this Quotation is addressed; and "Equipment" means those articles, materials, supplies, drawings, data, computer software programs and/or all other property or services described in this Quotation; and “Party” and “Parties” mean Seller and Purchaser, individually and/or collectively. Captions are for convenience only and are not part of this Quotation.

2. General. This Quotation, of which these Terms and Conditions are an integral part, supersedes all prior documents and agreements or understandings, together with any subsequent writings by Seller, contains the complete agreement between the parties, and its terms may not be modified, explained or waived by Purchaser's purchase order, a course of dealing, Seller's performance, or in any other manner unless approved in writing by a duly authorized representative of Seller. Any reference contained herein to Purchaser's specifications or order is solely for the purpose of describing the goods to be provided or the services to be performed and no terms contained therein shall be binding on Seller, unless agreed to in writing by a duly authorized representative of Seller. If any provision of this Quotation shall be determined to be unenforceable by a court of competent jurisdiction, then it shall be deemed severed, leaving the balance of the document in full force and effect.

3. Non-Solicitation. Purchaser agrees that it will not solicit the services of any person who is an employee of Seller, nor solicit any employees of Seller to terminate employment, nor agree to hire any employee of Seller into employment or engagement with Purchaser or any other company, individual or entity.

4. Delivery. Delivery of the Equipment will be F.O.B. the Seller's plant or Seller's vendors’ plants.


  1. Limited Warranty. Seller warrants that all Equipment of its own manufacture will meet all expressly guaranteed performance characteristics as stated in the Quotation. Any performance characteristics which are not expressly guaranteed in this Quotation are expected but not guaranteed.
  2. OSHA Limited Warranty. Seller warrants that Equipment of its own manufacture, when shipped, will be in compliance with the United States Occupational Safety and Health Act and all amendments thereto and regulations promulgated thereunder in effect as of the date of this Quotation; provided however, Seller does not warrant such compliance with respect to the end use of said Equipment by Purchaser, including but not limited to the noise level of the Equipment in operation, since such noise levels will be influenced by and dependent upon the environment into which the Equipment may be placed.
  3. Equipment Not Made By Seller Limited Warranty. Equipment, parts and accessories made by other manufacturers and supplied hereunder by Seller are warranted only to the extent of the original manufacturer's warranty to Seller, if any.

6. Limitation on Seller’s Liability and Damages, and Commencement of Actions.

  1. Seller's obligation and Purchaser's sole and exclusive remedy for a breach of a warranty contained in this Quotation shall be limited to repair or replacement of any Equipment or parts or a refund of the purchase price at Seller’s sole option. All labor and transportation costs shall be paid by Purchaser.
  2. Purchaser shall pay all transportation charges in connection with the return or replacement of Equipment or parts pursuant to the warranties in this Quotation.
  3. Notwithstanding the foregoing, all Seller's warranties in the foregoing Section 5 shall be void, and Seller shall have no obligation thereunder, in the event of repairs or modifications not made by Seller, or improper storage, installation, removal, use, operation or application of the Equipment after it has been delivered to Purchaser.
  4. It is expressly agreed:
    2. Purchaser is entering into this Quotation solely based on the commitments expressly set forth herein.
  5. Without limiting any other provision of this Quotation, in no event shall Seller be liable for special, punitive, consequential, or incidental damages, nor for loss of anticipated profits.
  6. Notwithstanding any statutes of limitation to the contrary, any action for breach of warranty relating to the subject matter of the Quotation must be made in writing within one (1) year from the date of delivery of the Equipment. Any claim not made within the prescribed period shall be deemed waived.

7. Definition of Acceptance and Waiver of Rights to Revoke Acceptance. The parties hereto agree as follows:

  1. Acceptance shall occur when Purchaser fails to reject Equipment delivered under the terms of this contract within thirty (30) days after delivery of the Equipment, or within fourteen (14) days after visual inspection of the Equipment, whichever occurs earlier. Purchaser may not reject such Equipment which substantially conforms to Seller’s own specifications.
  2. After acceptance per Section 7(a), Purchaser waives its right to revoke acceptance, it being the intent of the parties that Purchaser's remedies for any nonconformity detected after the acceptance be limited to those expressly provided herein for breach of warranty.

8. Cancellation. If Purchaser cancels or modifies any purchase order, in whole or in part, and unless otherwise agreed in writing, Seller may retain all payments received through the date of cancellation or modification as liquidated damages and not a penalty, and Purchaser shall further reimburse Seller for all applicable costs then incurred in performing under this Quotation, including costs of purchased materials, engineering costs, and a reasonable allowance for profit.

9. Intellectual Property Indemnity.

  1. Subject to Section 9(c), Seller shall defend, indemnify and hold harmless Purchaser, its officers, employees, agents, successors and assigns, from and against all claims based on alleged infringement of patent, trademark, copyright or other proprietary rights arising out of the purchase of Equipment of Seller's own manufacture. Purchaser shall permit Seller to assume the full direction and control of the defense against such a claim or suit, and shall provide (at Seller’s expense) all reasonable authority, information and assistance for such defense.
  2. Seller may, in its sole discretion, notify Purchaser in writing that Seller chooses not to contest such claim of infringement, and shall have the right, at its own expense, either (a) to procure for the Purchaser the right to continue using said Equipment, without liability for infringement, or (b) to replace said Equipment with non-infringing Equipment that accomplishes the same purposes as the replaced Equipment, or (c) to modify said Equipment, so that it becomes non-infringing, or (d) to remove said Equipment and refund to the Purchaser the purchase price thereof. The Purchaser's remedies for damages resulting from the infringement or claimed infringement by the Equipment are exclusively limited to the provisions of this paragraph.
  3. Purchaser shall notify Seller in writing of any claim under this Section 9 as soon as practicable, and not later than thirty (30) days after receipt by Purchaser of reasonable notice of such claim. Failure to provide such notice shall relieve Seller of all obligations under this Section 9.
  4. To the extent that any claim under Section 9 is made based on the manufacture and/or use of Equipment conforming to Purchaser’s own designs and specifications, and not Seller’s, Purchaser's modification of the Equipment, or Purchaser's use of the Equipment in combination with any equipment, software, machine, process or method not supplied by Seller, Purchaser shall defend, indemnify and save harmless Seller in the same manner as set forth in Section 9(a), (b) and (c).

10. Installation and Erection. The Equipment shall be transported, installed on the foundation and connected at the Purchaser's expense, unless otherwise expressly agreed herein. Purchaser shall furnish all necessary supervision, labor, supplies and facilities.

  1. Upon request of Purchaser, Seller will furnish a field service representative to assist Purchaser during its installation, erection and starting of the Equipment and in the instruction of its personnel, for whom Purchaser shall pay the then current published rates per day plus actual living and traveling expenses. For the purpose of this clause, a day shall mean any one (1) eight (8) consecutive hour shift, or part thereof. Travel, working and stand-by time and travel and living expenses shall be charged from the time Seller's representative leaves his home base or other equivalent starting point until his return thereto.
  2. The field service representative furnished by Seller will be qualified only to assist in the installation and/or erection of the Equipment, and shall not provide any other services to Purchaser without Seller’s written consent, in which case it is understood and agreed that, in such case Purchaser shall be liable for all actions of the field service representative as if s/he were Purchaser's employee, shall maintain adequate insurance coverage for the field service representative, and shall hold harmless and indemnify Seller from and against any and all claims arising out of said representative's acts or omissions while acting in such capacity.
  3. Unless a fixed price is agreed upon in writing, Purchaser shall pay for field service work and material at Seller's then-current published rates. Time sheets showing hours worked and expenses incurred shall be presented to Purchaser for approval insofar as practical. Such approval shall, nevertheless, not be required for invoicing by Seller of the field service representative's time and expenses as shown on said timesheets or for Purchaser to incur the obligation to pay all invoiced amounts. All services provided by Seller hereunder shall be promptly inspected and accepted upon completion thereof and prior to the field service representative's leaving Purchaser's premises. Payment for Seller's charges shall be due within thirty (30) days upon presentation of invoices.

11. Purchaser's Drawings & Specifications. Seller is furnishing only the Equipment specified herein and does not assume any responsibility for other equipment and material not supplied by Seller, nor the effect thereof on the overall operation of the system of which the Equipment is a part. Accordingly, any comments from the Seller regarding Purchaser's drawings or specifications are responsive only and Seller shall not be liable therefore. The confidentiality of Purchaser’s drawings and specifications shall be protected as provided in Section 16.

12. Seller Drawings and Engineering Data. Prints of Seller's drawings and data representing Seller's application of the purchased Equipment to the requirements of the contract may be submitted for approval. Upon the return of such prints, within fifteen (15) working days, the requested changes, if any, will be made to correct misinterpretations. All other changes will be subject to added cost and delivery considerations. Final prints of Seller drawings will be furnished. Any Purchaser-requested changes thereafter will be subject to added cost and delivery considerations.

13. Design Changes. While Seller reserves the right where possible to include changes in design or material which are improvements, Seller cannot be responsible for including improvements effected after beginning of production on Equipment. Design changes suggested by Purchaser after beginning of production shall require Seller's agreement, including agreements as to prices and shipping schedules.

14. Delay. In case of delay by Purchaser in furnishing complete information, delivery dates may be extended for a reasonable time depending on factory conditions, and Seller shall be reimbursed by Purchaser for the time and expenses caused by such delay. Seller shall not be responsible for insubstantial or excusable delays in performance, nor shall Purchaser refuse to accept delivery on account of such delays. Excusable delays include, without limitation, delays due to accidents, strike or other labor difficulties, fire or other casualty, governmental controls or other forms of interventions, delays in transportation, unavailability of necessary labor or material, and any other cause beyond Seller's reasonable control.

15. Grant of Non-Exclusive, Non-Transferable License. Seller ("Licensor") grants Purchaser ("Licensee") a non-exclusive, non-transferable license to use, solely with the Equipment, any computer software programs (the "Programs") accompanying the Equipment. Licensee may copy the Programs to the extent necessary for archival back-up. However, except for such back-up, to the extent allowed by law, Licensee agrees not to, and shall not, in whole or in part, without the prior written consent of the Licensor (i) copy, modify, sublicense, allow the use of, or otherwise transfer the Programs or any copies, modifications, or merged portions thereof, or (ii) use the Programs for any use, purpose or application other than in conjunction with using the Equipment for the purposes for which sold.

16. Confidentiality. Each Party shall maintain in confidence all proprietary information furnished by the other about the Equipment (including, without limitation, computer software programs, engineering drawings for equipment, schematic drawings for electric, pneumatic, P.I.D., liquid and hydraulic systems, time parameters, design dimensions, flow rates, pressures and other product and process specifications) for a period of five (5) years from the date of disclosure, PROVIDED that all such proprietary information is marked or otherwise designated as "CONFIDENTIAL". No information shall be considered proprietary which (i) is or becomes generally available to the public without the fault of a Party, (ii) was available to a Party on a non-confidential basis prior to its disclosure by the other Party, or (iii) becomes available to a Party on a non-confidential basis from a third party having the right to make such disclosure.

17. Assignment. Neither Party may assign all or part of its rights and/or obligations under this Quotation without the written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Seller may assign all or part of its rights and/or obligations under this Quotation without Purchaser's approval to any parent, subsidiary or entity under common control with Seller or any purchaser of all or substantially all of Seller's assets.

18. Controlling Law. The Quotation will be governed by and construed in accordance with the laws of the State of Illinois regardless of its conflict of law principles. With respect to any dispute, claim or matter regarding the Quotation or the subject matter hereof, the Parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Chicago, Illinois. Purchaser hereby waives any claims of forum non conveniens and any other claims contesting such jurisdiction or venue. The parties further waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising out of or relating the Quotation or the performance thereof.