FLUID QUIP MECHANICAL, LLC GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
Revised 07/17/2023
Acceptance of Terms and Conditions
FLUID QUIP MECHANICAL, LLC (“FQM”) ACCEPTANCE OF ANY PURCHASE ORDER (“Order”) IS EXPRESSLY LIMITED TO, AND EXPLICITLY MADE CONDITIONAL ON, BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS (“Terms”). A COPY OF THESE TERMS IS AVAILABLE BY CONTACTING THE ACCOUNTING DEPARTMENT DIRECTLY AT Accounting@Fluidquipmechanical.com OR ON FQM’S WEBSITE AT WWW.FLUIDQUIPMECHANICAL.COM. FQM OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS.
Quotations, Credit, and Order Acceptance
Written quotations automatically expire on the 30th day from the date of issuance. All quotations are non-binding, and any Buyer order based upon a quotation is subject to acceptance by FQM, in its sole discretion. All descriptions, items, totals, and quantities set forth in a quotation are listed for Buyer’s convenience only, and it is FQM’s sole responsibility to verify the accuracy before placing an Order. FQM is not bound by any specifications, drawings, notes, instructions, engineering notices, technical data or any other document referred to in an Order, and any such information shall not be deemed to be incorporated by reference in any Order. Take-offs are not guaranteed for accuracy or completeness and should be reviewed by Buyer.
FQM’s acceptance of an Order is contingent upon Buyer meeting the financial qualifications established by FQM. Buyer shall supply FQM with such credit information as FQM may reasonably request, in order to qualify.
Prices and Taxes
Prices for goods and services and other related information shown in any FQM or manufacturer product publication including, but not limited to catalogs, brochures, and websites, are in US Dollars (USD) only and are subject to change without notice. Prices do not include freight charges, insurance, or any applicable use tax, sales tax, excise tax, value-added tax, or similar taxes, duty, customs, inspection or testing fees, or charge of any nature whatsoever imposed by any governmental authority (collectively, “Taxes”) unless otherwise agreed to in a signed writing by FQM. In the event FQM is required to pay Taxes on the goods, Buyer shall reimburse FQM therefore or, in lieu of such payment, Buyer shall provide FQM at the time the Order is submitted an exemption certificate or other document acceptable to any applicable taxing authority.
Shipping, Insurance, and Delivery
Shipment of goods will be made (a) F.O.B. FQM’s facility or (b) F.O.B. FQM’s supplier’s facility when goods are shipped directly from the manufacturer. Title and risk of loss pass upon delivery to the carrier. Buyer shall pay all freight and insurance costs. Shipping dates are estimates only. Delay in shipment shall not relieve Buyer of its obligation to accept remaining shipments. FQM reserves the right to make partial shipments and invoice accordingly.
Inspection of Goods
Buyer shall make an examination of any goods delivered hereunder immediately upon its receipt. Buyer will be conclusively deemed to have accepted and agreed to any invoice from FQM (including but not limited to the price, quantity, quality, and description of the goods as stated on the invoice), unless FQM receives written objection to the invoice from Buyer within 10 days after the date the invoice is sent to Buyer. Written objection must be sent by letter to FQM at its main office (c/o Account Manager, Fluid Quip Mechanical, LLC, 300 Commercial Dr, Columbus, WI 53925) by registered or certified mail, or email with confirmed reply email from FQM specifying the nature of the complaint. Buyer’s written objection shall not constitute an admission by FQM of the merits or amount of Buyer’s claim or defense.
Returns and Change Orders
All sales are final, unless otherwise agreed to by FQM, in its sole discretion and in a signed writing. In the event FQM chooses to accept a return, goods may only be returned for credit and a restocking charge shall be charged to Buyer. In the event FQM chooses to allow Buyer to change (including deferring an Order) or cancel an Order, FQM shall invoice Buyer a change order charge or cancellation charge, as applicable.
Warranties
FQM warrants that for a period of six (6) months from the date of shipment of the Goods or the completion of any services (the “Warranty Period”), (i) that the Goods will conform to the specifications and will be free from significant defects in material and workmanship and Buyer will receive good and valid title to the Goods, free and clear of all encumbrances and liens of any kind and (ii) that FQM performed the services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.
The warranties set forth above do not apply where the Goods have been (a) subjected to abuse, misuse, neglect, negligence, improper testing, improper installation (but only if installation was not by FQM or its authorized representative), improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller; (b) reconstructed, repaired or altered by persons other than FQM or its authorized representative; or (c) used with any third-party product, hardware or other product that has not been previously approved in writing by FQM.
If FQM’s inspection and testing reveals that such Goods or services are defective and any such defect has not been caused or contributed to by any of the factors described under the preceding paragraph, FQM shall, at its expense and Buyer’s sole remedy (i) repair or replace such defective Goods or services within a reasonable amount of time, or (ii) credit or refund the price of such defective Goods or services less any applicable discounts, rebates or credits within a reasonable amount of time.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, FQM MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.
Payment
Payment shall be net 30 days from the date of FQM’s invoice without discount for early payment, unless otherwise agreed to by FQM in a signed writing. All payments are to be in US Dollars (USD) only. Late payments are subject to a service charge equal to 1 1/2 % per month (18% per annum) or the maximum amount permitted under law, if less, from the due date of the invoice until paid in full.
FQM reserves the right at any time to suspend credit, change credit terms or terminate any Order, when, in FQM’s sole discretion, Buyer’s financial condition so warrants. Buyer shall have no right to offset any amounts due or to become due to FQM against any claims, charges, expenses, fees or other payments of any kind whatsoever under any circumstances, including, but not limited to, any liability which may arise due to any breach or alleged breach of these Terms. All NSF checks returned to FQM will be subject to a $50.00 (USD) NSF fee. FQM may assign and/or sell any receivables or indebtedness owed by Buyer without notice. Acceptance of late payments, partial payments or any payment marked as being payment in full or as being a settlement of a dispute will not affect any of FQM’s rights to payment in full. Upon prior approval of FQM, If Buyer fails to make any payment when due, FQM may, without prejudice to other any other remedy available at law or in equity, immediately place the account on hold (including other Orders) and defer further performance until payment is made; require cash payment for any Order; treat all Orders as being in breach. Buyer shall indemnify FQM for all costs of collection including, without limitation, attorneys’ fees and court costs.
Limitation of Liability
IN NO EVENT SHALL FQM BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SALE OF THE GOODS OR SERVICES, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL FQM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ORDER EXCEED THE TOTAL AMOUNT PAID TO FQM FOR THE GOODS OR SERVICES SOLD UNDER THE ORDER IN DISPUTE. NO ACTION, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY BUYER MORE THAN ONE YEAR AFTER DELIVERY OF THE GOODS OR SERVICES.
Suitability and Compliance with Laws
Goods sold by FQM are designed to meet stated U.S. safety standards and regulations. Because local safety standards and regulations may vary significantly, FQM cannot guarantee that the goods meet all applicable requirements in each locality. Buyer assumes responsibility for compliance with such safety standards and regulations in the localities in which the goods will be shipped, sold, and used. Before purchase and use of any goods, Buyer should review the product application, and national and local codes and regulations, and verify that the use and installation of the goods will comply with them. Buyer shall comply with all applicable laws, regulations, and ordinances, including, without limitation, any applicable import and export laws. Buyer shall maintain in effect all licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations hereunder.
Amendment and Modification
These Terms can be modified, altered, or added to only by a subsequent written instrument signed by FQM. Regardless of how many times Buyer purchases, or has purchased, goods or services from FQM by whatever means, Buyer accepts these Terms for each and every Order, and course of dealing between the parties shall not be considered when interpreting these Terms.
Force Majeure
FQM shall not be responsible or liable for any delays or failures in manufacture or delivery due to any cause or condition beyond the control of the Company, including without limitation, acts of God or nature, government intervention, power failure, communications failure, unauthorized access or theft, strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortage of goods, epidemics, riots or other civil commotion, war, and acts of terror.
Termination
In addition to any remedies that may be provided under these Terms, FQM may terminate any Order (including other Orders) immediately, if Buyer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Waiver; Assignment
No waiver by FQM of any of the provision of these Terms is effective unless explicitly set forth in writing and signed by FQM. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Buyer shall not assign any of its rights or delegate any of its obligations under an Order without the prior written consent of FQM. Any purported assignment or delegation in violation of this Section is null and void.
Governing Law and Venue
All matters arising out of or relating to an Order are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or relating to an Order shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in or serving the City of Dayton and County of Montgomery, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Severability
If any of these Terms are held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
FLUID QUIP MECHANICAL, LLC GENERAL SERVICE POLICY
FLUID QUIP MECHANICAL, LLC
SERVICE POLICY 2024
SCOPE
A. Fluid Quip Mechanical, LLC (FQM) Field Service personnel are available to complete the following services:
- Installation oversight, check out and start-up of equipment
- Inspection of equipment to identify repair and/or maintenance needs
- Completion of needed equipment repairs
- Completion of preventative maintenance
- Trouble shooting of equipment to identify and isolate operational quality issues
B. FQM also offers various on-going maintenance packages to meet customer needs. These range from total equipment care to shut-down maintenance services and can include labor or parts or both. Please contact FQM for details.
LABOR CHARGE RATES
A. Minimum charges of eight (8) hours (work) will apply at straight time base rate.
B. Hours will be charged at 1 hour intervals (work or travel)
C. Holiday rates for 2024 apply to: Jan 1, Jan 15, Feb 19, Mar 29, May 27, July 4, Sep 2, Nov 28, Dec 25 and Jan 1, 2025.
D. Local and lesser holidays observed in addition to the recognized holidays above, will be billed at a straight time base rate for an eight (8) hour day.
E. After arrival, any requirements to remain in the vicinity of, but not on the job site during delays will be billed at a straight time base rate for an eight (8) hour day Monday through Friday. Saturday, Sunday and Holidays will be billed for an eight (8) hour day at the rate for these days as listed below:
Service Technicians
1. Weekdays, work (10 hour day) $155.00/hr, base
2. Weekdays, work over hours $232.50.00/hr, 1-1/2 x base
3. Saturdays, work $232.50/hr, 1-1/2 x base
4. Sundays, and Holidays, work $310.00/hr, 2 x base
TRAVEL
- There are 5 different zones across the country, based on travel time from FQM shop in Columbus, WI.
Zone charges are per Technician and $120/hr for travel time
Zone 1 = $720 – 3 hrs or less
Zone 2 = $1440 – 3 to 6 hrs
Zone 3 = $2160 – 6 to 9 hrs
Zone 4 = $2880 – 9 to 12 hrs
Zone 5 = $3600 – over 12 hrs
- Weekend Travel:
Travel on the weekend (Saturday or Sunday): Billed at 1.5X Zone rate
- Holiday Travel:
Travel on Holiday: Billed at 2X Zone rate
PARTS CHARGE RATES
A. All repair parts and consumables will be charged at FQM parts list prices.
B. FQM service vehicles carry commonly needed spare/repair parts. If non-stocked parts are required for repairs/maintenance, any parts shipping and/or expediting charges will be billed to customer.
PARTS EXCHANGES
A. The following parts/assemblies can be handled as an exchange*:
1) Discs: 36”, 40” and 52”
2) 36” Grind Mill Spindle
3) 40” and 52” Grind Mill Quill
4) 36” Clarifier Bearing Assembly
*Exchanges are available as long as the core is repairable.
CONSUMABLES
There will be a $100 consumables charge added to every invoice with labor for miscellaneous consumables used.
EXPENSES
A. Travel expenses from FQM shop to the job site and return (air travel and rental car) will be charged at actual cost.
B. Travel by personal or company vehicle will be charged at actual cost.
C. Ordinary and necessary living expenses: Meals and lodging will be charged at actual cost.
EXCLUSIONS
Items listed below may be needed for safe completion of the field services. If required, they are not supplied as part of FQM scope unless explicitly stated in an FQM quotation
A. Standard 110/220V electrical service
B. Compressed air
C. Any overhead crane, hoisting/lifting equipment
D. Shop/Work Space (FQM will supply standard field tools as needed, but may require shop/work space to complete work).
PERFORMANCE
FQM shall use reasonable efforts to meet any performance dates to render the services hereunder, and any such dates shall be estimates only. With respect to the services, customer shall (i) cooperate with FQM in all matters relating to the services and provide such access to customer’s premises, and such office accommodation and other facilities as may reasonably be requested by FQM, for the purposes of performing the services; (ii) respond promptly to any FQM request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for FQM to perform services in accordance with the requirements hereunder; (iii) provide such customer materials or information as FQM may request to carry out the services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the services before the date on which the Services are to start. In the event that unforeseen issues arise while onsite, FQM will discuss with customer to approve course of action needed to complete job. Customer understands that this may result in additional hours, parts or other charges not originally quoted and agrees to pay final invoice accordingly
FQM warrants to customer as its sole warranty that it shall perform the services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations hereunder.
With respect to the services subject to a claim under the warranty set forth above, FQM shall, in its sole discretion, (i) repair or re-perform the applicable services or (ii) credit or refund the price of such services at the pro rata contract rate.
Accounting Information
A. Accounting Contact: Marge Groh
B. Main Office Phone Number: 920-350-5823
(Please note: we do not have a fax)
C. Email: mkgroh@fluidquipmechanical.com
D. All invoices are sent electronically. Please send us your Accounts Payable contact information (Name, email address to send invoices to, phone number, etc.).
E. We must have a copy of your W-9 on file. Please forward that at your earliest convenience.
F. We do NOT collect sales tax. It is the responsibility of you, the customer, to report and pay any required taxes to the state or local agency, as applicable.
Company Information
A. Physical Address:
Fluid Quip Mechanical LLC
300 Commercial Dr
Columbus WI 53925
Main Office Phone Number: 920-350-5823
(Please note: we do not have a fax)
Sales Contacts: Jeremy Price Dan Groh
Phone: 952-607-7741920-210-0247
Email: jprice@fluidquipmechanical.com dgroh@fluidquipmechanical.com
B. Mailing Address:
Fluid Quip Mechanical LLC
300 Commercial Dr
Columbus WI 53925
C. Check Remittance Address:
Fluid Quip Mechanical LLC
300 Commercial Dr
Columbus WI 53925
D. ACH Remittance:
Bank of America
Routing: 101000035
Account: 355003988609
SWIFT Code: BOFAUS3N
Email remittance detail to: mkgroh@fluidquipmechanical.com
CONTACT LIST
Contacts:
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Logistics Manager: |
Jeremy Price |
Cell: 952-607-7741 |
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Parts/Service/Scheduling |
Email: jprice@fluidquipmechanical.com |
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Director: |
Dan Groh |
Cell: 920-210-0247 |
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Email: dgroh@fluidquipmechanical.com |
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Shop Manager: |
Brad Lewke |
Cell: 920-296-5244 |
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Technical Support |
Email: blewke@fluidquipmechanical.com |
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Field Services Lead: |
Nic Schultz |
Cell: 262-339-3838 |
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Technical Support |
Email: nschultz@fluidquipmechanical.com |
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Office Manager: |
Marge Groh |
Cell: 920-210-2511 |
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Accounting |
Email: mkgroh@fluidquipmechanical.com |
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