Terms and Conditions of Sale

Terms and Conditions of Sale

1. AGREEMENT

These Terms and Conditions of Sale (“Agreement”) apply to all goods and/or services provided by AK Sales & Associates, LTD (“Seller”). These terms are the exclusive terms governing the sale of goods and services by the Seller. Any additional or conflicting terms in any request for proposal, purchase order, invoice, or other document provided by the customer will be of no force or effect unless expressly agreed to in a separate written agreement signed by both parties.

2. PRICE & PAYMENT

Quoted prices are valid for thirty (30) days unless otherwise stated. Unless otherwise agreed in writing, prices do not include taxes, freight, handling, or insurance, which are the responsibility of the customer. Payment terms are as stated in the Seller’s proposal or, if not specified, net thirty (30) days from the date of invoice. Past due balances may incur interest at the maximum rate permitted by law.

3. DELIVERY

All deliveries are made F.O.B. point of shipment. Risk of loss passes to the customer upon delivery to the first carrier. Delivery or performance dates are estimates only and are subject to change. Seller shall not be liable for any delays in delivery or performance.

4. WARRANTIES

Seller assigns to the customer any warranties it receives from third-party manufacturers for goods sold. Goods manufactured by others and resold by Seller carry only the original manufacturer’s warranty.
THE SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Seller shall not be liable for any defects in third-party goods or services.

5. HAZARDOUS MATERIALS

If hazardous materials are encountered at the job site, the customer is solely responsible for removal and any resulting delays. For work involving boilers or boiler equipment, the customer is responsible for ensuring that stacks, chimneys, and breeching are inspected and cleaned by a qualified provider. Seller does not inspect or clean chimneys or breeching.

6. SELLER’S REMEDIES

Seller may suspend or terminate performance if the customer fails to make payment when due. Seller is entitled to recover all amounts owed, including collection costs, attorney fees, and interest on overdue payments.

7. INDEMNITY

Each party agrees to defend, indemnify, and hold the other harmless from and against any third-party claims, losses, or liabilities arising from their own gross negligence or willful misconduct. Except for such claims, neither party shall be liable to the other for any indirect, special, incidental, or consequential damages, including but not limited to lost profits or loss of use.

8. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance (except payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, wars, labor strikes, government actions, supply chain disruptions, or other force majeure events. Such delays shall not constitute a breach of this Agreement.

9. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Colorado, without regard to conflict of law rules. Except for actions to recover payment due to the Seller, all disputes arising from or related to this Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration shall take place in the city of Seller’s principal office unless otherwise agreed in writing. Before initiating arbitration, both parties agree to engage in good faith discussions and escalate the matter internally for a period of at least fifteen (15) days.

10. NOTICES

All notices under this Agreement may be sent by email or other electronic means to the designated contact(s) of each party. Notices shall be deemed received upon confirmed delivery to the designated address.

11. GENERAL

The rights and remedies in this Agreement are cumulative and exclusive unless expressly stated otherwise. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or as part of a sale or merger of substantially all assets. No waiver of any breach shall be deemed a waiver of any future breach. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

12. UNAUTHORIZED DEDUCTIONS

Customer shall not make any short payments, unilateral deductions, offsets, or debit memos against Seller’s invoices for any reason without prior written authorization from Seller. Any such unauthorized deductions will be considered a breach of this Agreement, and the full invoiced amount shall remain immediately due and payable.

13. CREDIT TERMS

All credit sales are extended through Capital One Trade Credit. Approval for credit, the establishment of credit limits, and the terms of repayment are subject to Capital One Trade Credit’s sole discretion and governed by their applicable credit agreement and policies. Seller is not responsible for and shall not be held liable for any credit decisions made by Capital One Trade Credit.