Ecologix Terms and Conditions of Sale
Ecologix Environmental Systems, LLC (Ecologix) makes no express or implied warranties, including without limitation those of merchantability or fitness for a particular purpose or related to design, workmanship, materials, or otherwise, with regard to goods and products sold by, but not manufactured by, Ecologix. With regard to goods and products manufactured by Ecologix, see paragraph 8 below. Ecologix makes no other express or implied warranties with respect to such goods. Any description of goods on the face of this document is for the sole purpose of identifying them and does not constitute a warranty of any kind.
- Acceptance of Terms. This agreement consists of the following Terms and Conditions as well as the information set forth on the face of this document. By accepting delivery of the goods shown on this document, purchaser acknowledges that he has read and agrees to all Terms and Conditions of this agreement (hereafter the “Ecologix Terms and Conditions”). If the purchaser has submitted to Ecologix a credit application, the terms and conditions contained therein are incorporated as if fully set forth herein. No Terms or Conditions herein or in the Ecologix Credit Application may be changed except by written consent of either an Officer or the Manager of Credit Services of Ecologix. Any counter offers with terms and/or conditions different from the Ecologix Terms and Conditions, and the terms and conditions accompanying or incorporated into any purchase order submitted by purchaser, are expressly rejected.
- Terms of Payment. Unless otherwise indicated by Ecologix on the face of this document, the total purchase price reflected by this document is due and payable within 30 days. All payments hereunder must be in US dollars and made in cash or by check or money order. All invoices which are not paid within 30 days, and credit accounts which are delinquent, shall be assessed a 1-1/2% service charge (or the highest legal rate under applicable state law) for each month the invoice is not paid or the account is delinquent. No contractor or other discounts apply unless expressly set forth on the face of this document. No credit terms apply unless expressly set forth on the face of this document. Purchaser shall have no right to set-off against payment hereunder any amount which Ecologix may owe purchaser. Any sales taxes will be reflected on the face of this document and added to the total purchase price.
- Terms of Delivery. Unless the purchaser and Ecologix agree in writing otherwise, all shipments are F.O.B. point of original shipment. The risk of loss of goods, in the event of a breach or otherwise, passes to the purchaser upon Ecologix’s delivery of the goods to the carrier for shipment. The purchaser shall provide Ecologix with the exact address of the place of delivery. Transportation charges when made freight prepaid by Ecologix will
be charged on the invoice as freight and handling. Transportation charges in all other cases will be paid by the purchaser directly to the carrier.
- Shortages. Shortage claims will not be considered unless made in writing within 10 days of the purchaser’s receipt of the goods. Freight shortage or damage claims must be filed with the carrier.
- Returns. Ecologix will accept returned goods only if Ecologix shipped them from its warehouse in error, under special circumstances expressly acknowledged by Ecologix in writing, or pursuant to Paragraph 9 below.
All return requests, other than requests pursuant to the Limited Warranty (see paragraph 8 below) must be made within 10 days of receipt of shipment and must be approved by Ecologix in writing. All written approvals will include the issuance of a Returned Goods Authorization Number. This number must be clearly marked on the outside of all cartons containing returned goods. All approved returns not caused by Ecologix’s shipping error will be subject to handling and restocking charges and must be in new, clean, resalable condition with freight prepaid. Ecologix will deduct the amount of all proper approved returns from the invoice or account of purchaser, less any transportation, restocking and/or handling charges. Ecologix will refuse and return to the purchaser any goods returned to Ecologix without prior written approval and a valid return authorization number clearly marked on each carton. Goods returned to the purchaser for failure to observe this policy shall remain the purchaser’s responsibility.
- Non-Standard Products. Non-standard, special order or custom-made products are not subject to cancellation or return once the order has been placed by the purchaser. The purchaser shall be responsible for all costs Ecologix has incurred on any non-standard, special order, or custom order that is canceled.
- Products not Manufactured by Ecologix. All products not manufactured by Ecologix carry the original manufacturer’s warranty (copies on request). Ecologix makes no express or implied warranties, including any warranties of merchantability or fitness for particular purpose or related to design, workmanship, materials, or otherwise, with respect to products not manufactured by Ecologix. Synergy Backwash Controller includes an 18 month warranty from shipment date.
- Limited Warranty for Products Manufactured by Ecologix. Ecologix warrants that all products manufactured by Ecologix will be free of defects in material and workmanship, excluding paint and coatings, for a period of one (1) year from shipment date (the “Limited Warranty”). The Limited Warranty does not cover the effects of
normal wear and tear, abuse, abrasion, corrosion, extreme temperatures and/or improper storage, installation, or use, or force majeure. The Limited Warranty is in lieu of all other warranties, express or implied, and Ecologix makes no other express or implied warranties, including any warranty of merchantability or fitness for a particular purpose, with respect to such products. The purchaser acknowledges that the Limited Warranty is Ecologix’s only warranty. No verbal agreement(s) or representations by Ecologix’s agents or employees constitute a warranty of any kind. The purchaser acknowledges that all non-standard, special order or custom-made products have been produced by Ecologix in reliance on specifications and information provided by purchaser. The Limited Warranty is for the benefit of only the original purchaser, and may not be transferred or assigned.
- Purchaser’s Remedy under One-Year Warranty. If it becomes apparent within the one-year warranty period of the Limited Warranty that a product manufactured by Ecologix is in breach of the Limited Warranty, the purchaser must notify Ecologix promptly in writing and request return of the goods and a Returned Goods Authorization Number pursuant to paragraph 5 above. After receiving Ecologix’s approval described in paragraph 5 above, the purchaser may return such product directly to the place of shipment. Ecologix shall inspect properly returned products. If the returned products are determined by Ecologix to be in breach of the Limited Warranty, Ecologix at its own discretion shall replace or repair the returned products, free of all charges except transportation costs. The correction of any defects by repair or replacement shall fulfill all of Ecologix’s obligations and Purchaser’s responsibility, including transportation costs.
- Events Which Void Limited Warranty. The following events or occurrences shall terminate the Limited Warranty, and shall relieve Ecologix from any further responsibility thereunder: (a) purchaser’s failure to promptly notify Ecologix of unsatisfactory operation, defects or any improper or unauthorized installation, maintenance, use, repair or adjustments; (b) the alteration or modification by any person other than Ecologix of products manufactured or supplied by Ecologix, and (c) operation of products manufactured or supplied by Ecologix in a manner other than as specified in written instructions supplied with such products by Ecologix.
- Force Majeure. Ecologix shall not be liable for any expense, loss, or damage resulting from force majeure, including without limitation delay or prevention of performance caused by fires; floods; Acts of God; strikes; labor disputes; labor shortages; lack of or reasonable inability to obtain materials, fuel, supplies, or equipment; riots; thefts; accidents; transportation delays; an act or failure to act by the Government; a major equipment breakdown; variations in water quality or temperature; or any other cause beyond the reasonable control of Ecologix.
- Disclaimer of Damages for Improper Use. Ecologix shall not be responsible for damage to its products, or damage caused by its products, resulting from improper installation and use, maintenance, unintended use or attempts to operate such products beyond their mechanical or electrical capacity, intentionally or otherwise, or any unauthorized repair or modification of its products.
- Disclaimer for Incidental, Special and Consequential Damages. In no event will Ecologix be liable, whether arising under contract, tort, strict liability, any statutory remedy, or any other cause of action whatsoever, for labor costs, loss of anticipated profits or goodwill, loss by reason of plant shutdown, non-operation or increased expense of operation, service interruption, cost of purchase or replacement power, claims of customers, cost of money, loss of use of capital or revenue, fines or penalties assessed or levied against purchaser based on the operation, non-operation, or use of the goods, or for any special, incidental, or consequential loss or damage of any nature, arising at any time from any cause whatsoever.
- Field Repairs. Any in-field repairs of products claimed by purchaser to be in breach of the Limited Warranty must be approved by Ecologix prior to repairs being performed. Any in-field repairs performed for any other cause, or not approved in advance by Ecologix, will void the Limited Warranty in full.
- Alterations to Products. Any alterations to products performed during while the Limited Warranty is in effect will void the Limited Warranty and relieve Ecologix from all liability under the Limited Warranty.
- Limitation of Liability. Notwithstanding any other provision of this agreement, Ecologix’s cumulative maximum liability under this agreement arising from any cause whatsoever, including but not limited to breach of contract, quasi-contract, tort (including negligence), strict liability, any other statutory remedy, breach of warranty, or any other cause or form of action whatsoever will not exceed the purchase price.
- Catalog. All information, recommendations and suggestions appearing in Ecologix’s catalog and web page are based upon tests and data believed to be reliable. However, it is the purchaser’s responsibility to determine the suitability of Ecologix’s products for each application. Ecologix reserves the right to change the prices set forth in its catalog at any time and without notice to the purchaser or other customers. The catalog is not a part of this agreement.
- Breach and Remedies. Any failure by the purchaser to tender full payment when due, or any wrongful rejection or repudiation of the Ecologix Terms and Conditions shall constitute a material breach, and shall entitle Ecologix to pursue any or all of its remedies under the Uniform Commercial Code and applicable state law. Ecologix’s remedies are cumulative and shall include without limitation:
- Withholding delivery of products;
- Stopping delivery by the carrier;
- Reselling the products and recovering damages;
- Recovering damages for non-acceptance and/or nonpayment;
- Canceling this agreement;
- Reclaiming delivered products.
- No Waiver. Any delay or failure by Ecologix to enforce or pursue any or all of its remedies upon a breach by purchaser shall not be construed as a waiver of Ecologix’s rights under this agreement or applicable state law. Any waiver of Ecologix’s rights or claims under this agreement must be in writing signed by Ecologix and given in exchange for valuable consideration.
- Assignment and Delegation. No right or interest under this agreement may be assigned by either party without the written consent of the other party. No duty or obligation under this agreement may be delegated by either party without the written consent of the other party. Any assignment or delegation not consented to in writing is void.
- Entire Agreement. The Ecologix Terms and Conditions set forth herein and the Ecologix Credit Application, if applicable, constitute the entire agreement between purchaser and Ecologix and supersede any prior or contemporaneous representations or agreements, written or oral. No additional oral or written terms, including any attempts by purchaser to modify the Ecologix Terms and Conditions or any other document relating to this sale, shall become a part of this agreement without the express written consent of Ecologix.
- Severability. If any part of this agreement is deemed unenforceable for any reason, the remainder of the agreement and the Ecologix Terms and Conditions shall remain in full force and effect.
- Governing Law. This agreement shall be construed under and controlled in all respects by the law of the state of Georgia without regard to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this agreement.
- Disputes. If there is any dispute about or involving this agreement, purchaser agrees that the dispute shall be governed by the laws of the State of Georgia, USA, without regard to conflict of law provisions and purchaser agrees to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Georgia.
- Headings. All headings are organizational devices only. They are not intended by the parties to have any legal import.
- Attorney’s Fees. In the event that Ecologix is the prevailing party in any action or proceeding to enforce its rights under or arising from this agreement, Ecologix shall be entitled to its actual attorney’s fees and court costs, unless the law of the forum state requires that the prevailing party or either party be entitled to attorneys’ fees, in which event the Ecologix Terms and Conditions are modified to incorporate the forum state’s requirements.
- Inspection and Rejection of Non-Conforming Goods. Purchaser has the right to inspect the products delivered pursuant to paragraph 3
promptly upon receipt, but not later than two (2) days following receipt. Purchaser, at its sole option, may inspect all or a sample of such products and may reject all or any portion of the products if it determines the products are nonconforming or it is apparent that the products are in violation of the Limited Warranty. If purchaser rejects any portion of such products for such reasons, purchaser has the right, effective upon written notice to Ecologix, to:
- rescind its order in its entirety;
- accept such products at a reasonably reduced price mutually agreeable to purchaser and Ecologix; or
- reject such products and require replacement of the rejected products. If purchaser requires replacement of such products, Ecologix shall, at its expense, within the original lead time and dependent upon Ecologix production work load replace the nonconforming products and pay for all transportation charges for the return of the same and the delivery of replacement products. If Ecologix fails to timely deliver replacement products, purchaser’s sole remedy shall be to terminate its order. Any inspection by purchaser under this paragraph shall not prejudice the right of purchaser to conduct further inspections after Seller has carried out its remedial actions.
- Intellectual Property. Ecologix does not grant to purchaser any license or other right to any non-public, confidential or proprietary information of Ecologix, nor to any other intellectual property of Ecologix including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, trade dress, trademarks, service marks, or other intellectual property. Title to, ownership of, and all applicable rights in, non-public, confidential or proprietary information of Ecologix and intellectual property of Ecologix shall at all times remain in Ecologix and shall not at any time be transferred or assigned to purchaser. Purchaser covenants not to reverse engineer or reproduce Ecologix’s products, combine Ecologix’s products with other goods for sale or distribution, or produce, sell, distribute, or market goods competitive with Ecologix’s products. Purchaser shall indemnify and hold harmless Ecologix for all losses or damages, including attorneys’ fees, incurred by Ecologix as a result of violation of this paragraph.
- The following is excluded from all turn-key projects: Permits, bonds, and anything not specifically listed and shown on the drawings.
- Acceptance of Terms and Conditions of Sale. Ecologix’s performance is conditioned upon purchaser’s assent to the Ecologix Terms and Conditions. Ecologix hereby gives notice of its objection to any additional or different terms or conditions contained in any purchaser acceptance, purchase order, acknowledgment, or other document.
Limited Manufacturer’s Warranty
Ecologix Environmental Systems, LLC. (“Ecologix”) warrants that its filtration systems (“Product”) shall be free from defects in materials and workmanship for a period of 12 months from date of purchase. Ecologix’s obligation under this warranty shall extend only to the original purchaser and shall be limited solely to the cost of repair or replacement (at Ecologix’s option) of any Product that upon examination by Ecologix proves to be defective in manufacture. This warranty is expressly conditioned upon correct installation and application of the Product in the manner recommended by Ecologix, which installation and application is the responsibility of the purchaser.
ECOLOGIX’S LIABILITY IS LIMITED EXCLUSIVELY TO THE REMEDY PROVIDED BY THIS WARRANTY, WHICH SHALL BE IN LIEU OF ANY OTHER REMEDY AVAILABLE UNDER APPLICABLE LAW. or resulting nonuse, property damage, lost Written notification of a claim under this warranty must be received by Ecologix’s Customer Service Department at 11800 Wills Road, Suite 110, Alpharetta, Georgia 30009, within 30 days after the appearance of the claimed defect. Such notification must provide all pertinent information regarding the claim. Ecologix thereafter will inform the purchaser of the service location to which the Product must be sent, shipping prepaid, for repair or replacement.
This warranty shall not apply to: (a) damage to product due to accident, normal wear and tear, misuse, abuse, neglect, abrasion, improper use or application (including chemical attack and / or corrosion), or improper maintenance; (b) paints, coatings, finishes, rubber parts or screen mesh; (c) products altered or repaired by other than Ecologix’s Customer Service Department or an authorized service representative; or (d) component parts or subsystems separately warranted by their respective manufacturers.
All electrical components manufactured by others are covered by the warranties of the respective manufacturers. Ecologix shall not be responsible for any consequential or incidental damages of any nature whatsoever including but not limited to: vegetation loss, cost of substitute equipment or services during periods of malfunction production time or personal injury resulting from installers negligence or misapplication.
ECOLOGIX MAKES NO OTHER WARRANTIES OTHER THAN THE FOREGOING, WHICH IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
No cause of action or claim may be asserted unless it is covered by the Limited Manufacturer’s Warranty described herein and an action is commenced within one month after the defect in the product at issue is, or with the exercise of reasonable care could have been known.
The Ecologix Limited Warranty Procedure is designed to reduce administrative hassles while continuing to stress Ecologix’s commitment to producing quality products. Our warranty is also designed to ensure customers that Ecologix stands behind its products.
In order to properly implement this limited warranty procedure, we require that all returned merchandise have a Return Authorization (RA) Number to ensure proper tracking of the merchandise. To receive a RA number the authorized Ecologix dealer/distributor must call our Customer Service Department for issuance.
Next, return the merchandise to Ecologix— freight prepaid—and Ecologix will determine further action. Ecologix will repair or replace— without charge—all parts that are found to have original manufacturing defects. Please write the RA number on each box that is shipped back to Ecologix.
General Limited Warranty Guidelines
- Product repairs by other than Ecologix
- Chemical attack and/or corrosion
The Ecologix limited warranty, as printed in Ecologix product literature is the only customer warranty that is extended to its trade customers.
It is the only limited warranty made to its customers and As with all of our limited warranties, defects include only original manufacturing defects and do not include accidental damage in transit, distributor warehousing, or by the installer or end-user. It does not include abuse or vandalism.
Ecologix will repair or replace defective product, which means:
- The returned merchandise may be repaired to an operational state and returned to the dealer/distributor for return to the end-user.
- That a replacement may be new or refurbished.
- That Ecologix determines the appropriate resolution.
As a matter of guidance, the following are some examples and situations where the product is not covered by Ecologix’s limited warranty:
- Improper application
- Improper installation
- Abuse or mishandling of products
- Product alteration
no employee or agent of the company is authorized to modify said limited warranty in any way. Please review the Ecologix Irrigation Filtration Systems Limited Manufacturer’s Warranty for specific limited warranty details.
- Freight and shipping cost. Terms are Ex-Factory, where ownership passes to client when the equipment leaves our premise.
- Unloading and Installation at client’s site.
- Piping and Electricity to equipment’s skid-edge.
- Civil/Infrastructure work, including earth works, trenches, concrete work, structures of any kind, etc.
- Taxes and Fees.