Purchase Terms and Conditions
These Purchase Terms and Conditions (the “Terms”) govern all quotations, orders, sales, shipments, services, and other transactions by Erlab Inc. (“Erlab”) to the purchaser identified in the applicable quotation, purchase order, order acknowledgment, or invoice (“Customer”). Customer’s submission of an order, acceptance of delivery, or payment of an invoice constitutes acceptance of these Terms.
1. Contract Formation; Controlling Terms
1.1 Erlab’s acceptance of any order is expressly conditioned on Customer’s acceptance of these Terms. Erlab rejects any additional or conflicting terms contained in any Customer purchase order, portal, acknowledgment, correspondence, or other document unless an authorized officer of Erlab expressly accepts those terms in a signed writing.
1.2 No quotation or order is binding on Erlab until Erlab issues a written order acknowledgment, accepts payment, or ships the applicable products, whichever occurs first. Erlab may reject or condition any order in its discretion, including by requiring credit approval, prepayment, a deposit, or revised terms.
1.3 The order of precedence is: (a) a written agreement signed by an authorized officer of Erlab that expressly overrides these Terms; (b) Erlab’s written order acknowledgment; (c) Erlab’s quotation; (d) these Terms; and (e) Customer’s purchase order solely as to product, quantity, requested delivery location, and other nonconflicting administrative information.
1.4 No sales representative, distributor, employee, or agent may alter these Terms or make warranties or commitments on Erlab’s behalf unless expressly authorized in a writing signed by an officer of Erlab.
2. Orders; Changes; Cancellations
2.1 Orders must be submitted in writing and include a purchase order number or another payment method approved by Erlab. A formal purchase order is not required when Erlab accepts payment by credit card, ACH, wire transfer, or another approved method.
2.2 Customer-requested changes are subject to Erlab’s written approval and may result in price, freight, lead-time, specification, or other adjustments.
2.3 Customer may not cancel an accepted order without Erlab’s prior written consent. If Erlab approves cancellation:
- Standard, unshipped, stocked products may be subject to a cancellation or restocking charge of at least fifteen percent (15%) of the affected order value, plus all freight, handling, payment-processing, and other costs incurred.
- Custom, configured, modified, special-order, made-to-order, nonstock, or discontinued products are noncancelable and nonreturnable after acceptance unless Erlab agrees otherwise in writing.
- If procurement, production, engineering, configuration, or fulfillment has begun, Customer must pay Erlab’s costs and commitments incurred, work performed, nonrecoverable charges, and reasonable lost margin, up to the full order price.
- Deposits are nonrefundable to the extent needed to cover Erlab’s damages and costs, subject to applicable law.
2.4 Erlab may cancel, suspend, or modify an order without liability if Customer defaults, fails credit review, fails to provide necessary information, becomes insolvent, or if fulfillment would violate law or become commercially impracticable because of circumstances outside Erlab’s reasonable control.
3. Prices; Quotations; Taxes
3.1 Unless otherwise stated, quotations expire thirty (30) days after issuance. Prices are based on the stated products, quantities, specifications, shipment assumptions, and delivery timing. Erlab may correct clerical, typographical, or calculation errors.
3.2 Prices exclude freight, handling, insurance, installation, travel, duties, tariffs, customs charges, brokerage fees, sales or use taxes, withholding taxes, and similar charges unless expressly included in Erlab’s quotation.
3.3 Customer is responsible for all sales, use, excise, value-added, withholding, and similar taxes and governmental charges arising from the transaction, excluding taxes imposed on Erlab’s net income. Erlab will collect taxes where required by law unless Customer timely provides a valid exemption or resale certificate acceptable to Erlab. Customer is responsible for assessments, interest, and penalties resulting from invalid, expired, late, or inaccurate exemption documentation.
3.4 New or increased tariffs, duties, governmental fees, carrier surcharges, or extraordinary material or logistics costs imposed after quotation may be added to the price before shipment upon written notice to Customer.
4. Payment; Credit; Security
4.1 Unless Erlab approves different terms in writing, payment is due thirty (30) calendar days from the invoice date. Export orders outside the United States require payment in full before release unless Erlab approves other terms in writing.
4.2 Erlab may invoice partial shipments, completed milestones, stored products, customer-caused delays, and separately performed services. Payment is not contingent on Customer’s installation, use, resale, reimbursement, receipt of funds from a third party, or completion of Customer’s project.
4.3 Customer must dispute an invoice in writing within ten (10) calendar days after the invoice date, identifying the disputed amount and detailed basis. Failure to timely dispute constitutes acceptance of the invoice. Customer must timely pay all undisputed amounts.
4.4 Customer may not set off, back-charge, deduct, withhold, or recoup any amount without Erlab’s prior written approval.
4.5 Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid. Customer is responsible for reasonable collection costs, attorneys’ fees, court costs, returned-payment fees, chargeback costs, and other expenses incurred in collecting overdue amounts, to the extent permitted by law.
4.6 Credit approval is discretionary and may be modified or withdrawn at any time. Erlab may establish or reduce credit limits; require financial statements, credit references, guarantees, deposits, letters of credit, or prepayment; suspend production, service, or shipment; place any Customer account or affiliated account on hold; or accelerate outstanding balances if Erlab reasonably believes payment is at risk.
4.7 Erlab may apply payments, credits, refunds, or offsets to any outstanding obligation of Customer or its affiliates in the order Erlab determines.
4.8 To secure all obligations arising from the sale, Customer grants Erlab a purchase-money security interest in the products and identifiable proceeds until all amounts are paid in full and authorizes Erlab to file financing statements reasonably necessary to perfect that interest. Customer will execute additional documents reasonably requested by Erlab.
5. Shipment; Freight; Risk of Loss; Title
5.1 Unless otherwise expressly stated in Erlab’s written order acknowledgment, all shipments are made from Erlab’s Kansas City, Missouri shipping point, freight prepaid and added to the invoice, or freight collect.
5.2 Customer is responsible for all transportation, fuel, insurance, handling, packaging, customs, brokerage, duties, tariffs, storage, detention, redelivery, liftgate, inside-delivery, address-correction, and other accessorial charges. Freight quotations are estimates only; Customer is responsible for actual charges.
5.3 Erlab may select the carrier and method of shipment unless Customer provides timely written instructions acceptable to Erlab. Erlab is not responsible for carrier performance.
5.4 Risk of loss or damage passes to Customer when Erlab duly delivers the products to the carrier at Erlab’s shipping point. Title remains with Erlab until full payment is received, but retention of title does not alter the passage of risk of loss.
5.5 If Customer delays shipment or delivery, Erlab may store the products at Customer’s risk and expense, deem delivery complete for invoicing purposes, and charge reasonable storage, handling, insurance, and redelivery costs.
6. Delivery; Delays; Force Majeure
6.1 All shipment, completion, and delivery dates are estimates only and are not guaranteed. Time is not of the essence. Erlab may make partial or installment deliveries.
6.2 Erlab is not liable for delay, nonperformance, allocation, partial delivery, or increased cost caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, pandemic, war, terrorism, civil unrest, labor disruption, cyberattack, utility or transportation interruption, carrier delay, supplier failure, material shortage, governmental action, sanctions, export restrictions, customs delay, tariff changes, or other commercial impracticability.
6.3 During such an event, Erlab may extend delivery dates, allocate available inventory or capacity among customers, substitute commercially reasonable components, suspend performance, or cancel the affected portion of an order without liability. Customer remains responsible for completed work and committed costs.
7. Inspection; Acceptance; Shipping Claims
7.1 Customer must inspect products promptly upon delivery. Visible freight damage must be noted on the carrier’s delivery receipt before acceptance. Customer must notify Erlab in writing of shortages, incorrect products, visible damage, or other apparent nonconformity within five (5) business days after delivery.
7.2 Concealed freight damage must be reported in writing within five (5) business days after discovery and no later than ten (10) calendar days after delivery. Customer must retain all packaging and provide photographs, delivery documents, serial numbers, and other reasonably requested evidence.
7.3 Products are deemed accepted unless Customer provides timely written notice specifying the alleged nonconformity. No product may be returned, repaired, altered, or discarded without Erlab’s written return authorization and instructions.
7.4 Erlab may inspect and, at its option, repair, replace, issue credit for, or refund the price of a verified nonconforming product. These remedies do not apply to carrier damage after risk of loss has passed, except to the extent Erlab elects to assist with a carrier claim.
8. Returns
8.1 Except for a return expressly authorized by Erlab in writing because of verified defect, nonconformity, or Erlab shipping error, all sales are final.
8.2 Captair products, consumables, filters, custom products, configured products, special-order items, used products, installed products, opened consumables, and discontinued products are nonreturnable unless Erlab expressly agrees otherwise in writing.
8.3 Any approved return must have a valid return material authorization, be returned within the period specified by Erlab, be unused and in resalable condition with original packaging, and be shipped freight prepaid and insured. Erlab may deduct restocking, refurbishment, freight, handling, and other costs from any credit.
9. Limited Warranty
9.1 Subject to these Terms, Erlab warrants to the original commercial purchaser that the mechanical parts of Captair products will be free from defects in materials and workmanship during the product’s Supported Service Life. “Supported Service Life” means the period during which Erlab continues to provide repair support or replacement parts for the applicable model, as determined by Erlab, and does not mean the lifetime of the purchaser or an unlimited period.
9.2 Consumables, including filters, and Captair Pyramid products are warranted only until first use and only against defects existing at delivery. Unless otherwise stated in writing, services are warranted for ninety (90) days after performance solely against material defects in workmanship.
9.3 The warranty applies only if the product is properly transported, stored, installed, operated, maintained, and used in accordance with Erlab documentation and applicable specifications. It does not cover failure or damage caused by accident, misuse, abuse, contamination, corrosion, improper site conditions, unauthorized repair or modification, normal wear, external causes, incompatible or unauthorized components, improper installation, failure to maintain the product, or use outside published specifications.
9.4 Customer must provide prompt written notice, proof of purchase, model and serial number, and reasonable access for diagnosis. Erlab may require return of the affected part or product. Customer is responsible for removal, reinstallation, site access, decontamination, packaging, and inbound freight unless Erlab agrees otherwise in writing.
9.5 Erlab’s sole obligation and Customer’s exclusive remedy for a valid warranty claim is, at Erlab’s option, repair of the defective product or component, replacement with a new, refurbished, or functionally equivalent product or component, issuance of a credit, or refund of the amount paid for the defective product or component. Replacement does not extend the original warranty period.
9.6 Warranty coverage is nontransferable unless Erlab expressly agrees otherwise in writing.
9.7 EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ERLAB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE EXCEPT AS EXPRESSLY STATED, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
10. Customer Responsibilities; Product Use
10.1 Customer is solely responsible for selecting products suitable for its application; evaluating site conditions, hazards, chemicals, processes, and regulatory requirements; obtaining permits and approvals; and ensuring proper installation, ventilation, utilities, maintenance, training, and operation.
10.2 Erlab’s recommendations, testing information, product literature, drawings, dimensions, and performance data are based on stated assumptions and do not replace Customer’s independent engineering, safety, industrial hygiene, or regulatory review.
10.3 Customer must not remove safety devices, alter products, or use products outside published specifications. Customer is responsible for decontaminating products before service or return and for disclosing hazardous or regulated substances.
10.4 Erlab may make changes to product design, components, specifications, or sourcing that do not materially reduce the product’s intended functionality.
11. Installation; Training; Field Service
11.1 Installation, commissioning, training, validation, and field service are included only if expressly stated in Erlab’s quotation. Customer must provide safe and timely site access, utilities, permits, escorts, lifting equipment, and a site meeting Erlab’s readiness requirements.
11.2 Customer-caused delays, failed readiness, restricted access, rescheduling, overtime, union requirements, additional scope, or hazardous conditions may result in additional charges for labor, travel, lodging, freight, standby time, and remobilization.
11.3 Erlab may stop work if conditions are unsafe or outside the agreed scope. Such stoppage does not relieve Customer of payment obligations.
12. Export; Sanctions; International Transactions
12.1 Customer will comply with all applicable export-control, sanctions, anti-boycott, customs, and import laws. Customer will not sell, export, reexport, transfer, or use products for a prohibited destination, party, end use, or purpose.
12.2 Customer is responsible for import permits, local registrations, duties, tariffs, taxes, customs clearance, and compliance in the destination country.
12.3 International payments must be made in U.S. dollars, free of deduction, withholding, setoff, or bank charges. Customer must gross up payments so Erlab receives the full invoiced amount, except where prohibited by law.
12.4 Erlab may reject, suspend, or cancel a transaction without liability if Erlab reasonably believes the transaction may violate law or create sanctions, export, corruption, or compliance risk.
13. Intellectual Property; Confidential Information
13.1 Erlab retains all intellectual-property and proprietary rights in products, designs, drawings, software, firmware, documentation, trademarks, processes, and know-how. No sale transfers ownership of such rights.
13.2 Customer receives only a nonexclusive, nontransferable license to use embedded software and documentation solely with the purchased product. Customer may not copy, modify, reverse engineer, decompile, distribute, or create derivative works except to the limited extent such restriction is prohibited by law.
13.3 Quotations, drawings, technical information, and pricing identified as confidential may be used only to evaluate or perform the transaction and may not be disclosed except to personnel and advisers with a need to know and equivalent confidentiality obligations.
14. Indemnification
Customer will defend, indemnify, and hold harmless Erlab and its affiliates, officers, employees, and agents from third-party claims, damages, fines, penalties, losses, and reasonable attorneys’ fees arising from Customer’s improper storage, installation, modification, maintenance, resale, export, or use of the products; Customer’s violation of law; hazardous site conditions; Customer-provided specifications; or Customer’s breach of these Terms, except to the extent finally determined to have resulted from Erlab’s gross negligence or willful misconduct.
15. Limitation of Liability
15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ERLAB WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF RESEARCH, CONTAMINATION, PRODUCTION LOSS, RECALL COSTS, OR COST OF SUBSTITUTE EQUIPMENT OR FACILITIES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ERLAB’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER, PRODUCT, OR SERVICE WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ERLAB FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
15.3 The limitations in this Section apply notwithstanding failure of essential purpose of any limited remedy. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.
16. Default; Seller Remedies
16.1 Customer is in default if it fails to pay when due, breaches these Terms, fails to provide adequate assurance, becomes insolvent, enters bankruptcy or receivership, makes an assignment for creditors, or if Erlab reasonably believes Customer will not perform.
16.2 Upon default, Erlab may suspend performance; withhold or stop delivery; cancel any order; recover products to the extent permitted by law; require cash in advance; accelerate all amounts; resell products; and exercise all rights available under contract, the Uniform Commercial Code, and applicable law. Remedies are cumulative.
16.3 Customer must provide adequate assurance of performance upon Erlab’s reasonable written request. Failure to do so within the period stated by Erlab is a material breach.
17. Governing Law; Disputes
17.1 These Terms and all transactions are governed by the laws of the State of Missouri, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 The state and federal courts located in Jackson County, Missouri, will have exclusive jurisdiction, and Customer irrevocably submits to those courts and waives objections based on venue or inconvenient forum.
17.3 TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR A TRANSACTION.
17.4 Any claim by Customer arising from a transaction must be commenced within one (1) year after the claim accrues, except that a valid written warranty claim may be brought within the applicable express warranty period. This provision does not shorten a period that applicable law prohibits the parties from shortening.
18. General
18.1 These Terms, together with the controlling documents identified in Section 1.3, constitute the entire agreement concerning the transaction and supersede prior or contemporaneous statements and understandings.
18.2 Any amendment or waiver must be in a writing signed by an authorized officer of Erlab. A waiver on one occasion is not a waiver on another.
18.3 Customer may not assign an order or these Terms without Erlab’s prior written consent. Erlab may assign its rights and obligations to an affiliate or successor.
18.4 If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.
18.5 Notices must be in writing and delivered by recognized overnight courier, certified mail, or email with confirmation to the addresses used in the transaction. Notice is effective upon confirmed receipt.
18.6 Provisions concerning payment, taxes, security interests, confidentiality, intellectual property, indemnification, limitation of liability, remedies, and dispute resolution survive completion, cancellation, or termination.
18.7 These Terms may be accepted electronically and in counterparts. Electronic records and signatures have the same effect as originals.
18.8 Headings are for convenience only. “Including” means “including without limitation.” No rule construing ambiguity against the drafter applies.
