THIS QUOTATIONS SUBJECT TO THE TERMS AND CONDITIONS APPEARING ABOVE AND ON THE REVERSE SIDE HEREOF.
SPECIALTY A/C PRODUCTS
Independent Distributors
383 4th Street Suite 202
Oakland, CA 94607
Phone: (510) 433-8940
FAX: (510) 433-8954
Proposal
Customer: City of Richmond Bid Date: 9/5/22
Quote #: 4 Rev3
Job Name: City of Richmond
Attention: Carl Capistrano Delivery Terms: F.O.B. Factory - F.F.A.
Engineer: Terms of Payment Net 30 Days
Specialty A/C Products, Inc, is pleased to offer the following equipment for your co nsideration:
Tag Data –Packaged Gas Electric (Qty: 2)
Item Tag(s) Qty Description Model Number
A1 No tag 2 7.5 ton gas electric YSJ090
DX cooling, gas heat
Standard efficiency
7.5 ton, dual compressor
208-230/60/3
Low leak economizer
Flat roof curb (Fld)
Not Included: Completion of Title 24 Certificate of Acceptance forms, t-stats/ external controls, disconnect switches, vibration isolation, seismic calculations, low ambient control, startup, labor warranty
Total Net Price for item A1 ONLY (taxes excluded) . . . . . . . . . . . . . . . . . …………………………$33,520.00
Regards,
Specialty A/C Products, Inc.
Candace Alcantara
Specialty A/C Products New Equipment Ters and Conditions
1. Acceptance and Prices. These terms and conditions are an integral part of Specialty A/C Products U.S. Inc. ("Seller")’s firm offer and form the basis of any agreement resulting from Seller’s proposal. The proposal is subject to accept ance within thirty days from its date, and the prices are subject to change without notice prior to acceptance by the party to whom this offer is made, or its authorized agent ("Buyer"). Following acceptance without addition of any other terms and conditions of sale or any other modification by Buyer, the prices stated are firm provided that notification of release for immediate production and shipment is received at Seller’s factory not later than three months from order receipt. If such release is not received within three months after the date of order receipt, at Seller’s option, the order may be canc elled by Seller. Any delay in shipment caused by Buyer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay. In no event will prices be decreased.
Acceptance will have occurred if Buyer: si gns Seller’s proposal; issues written order pursuant to submission of proposal; or permits or accepts performance; or other commercially reasonable manner. If Buyer’s order is an acceptance of Seller’s proposal, Seller’s return of such order with these te rms and conditions attached serves as an acknowledgement and confirmation of receipt of order. If order is expressly conditioned upon Seller’s acceptance or assent to terms other than those expressed herein, return of order by Seller with these terms and conditions attached serves as notice of objection to such terms and a counter -offer to provide equipment in accordance with scope and terms of the original proposal. If Buyer does not reject or object within ten days, counter -offer will be deemed accepted . If Buyer permits or accepts performance, such terms will be deemed accepted.
2. Performance. Seller shall be obligated to furnish only the goods desc ribed in Seller’s proposal, and submittal data (if such data is issued in connection with this order), and Seller may rely on the acceptance of proposal and submittal data as acceptance of the suitability of the equipment for the particular project. Selle r’s duty to perform under any order and the price thereof is dependent upon Seller's corporate approv al of the order and Seller shall not be responsible for delays in contract formation caused by inclusion of new or different terms by Buyer, or delays in credit approval due to delayed or incomplete credit information by Buyer.
Seller’s duty to perform is contingent upon the non-occurrence of an Event of Force Majeure. If the order is not approved at the corporate level, Seller may elect to delay performance or to renegotiate with Buyer. If Seller and Buyer are unable to agree on revised prices or terms, the order may be canceled without any liability. If Seller shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Seller’s election (i) remain in effect but Seller’s obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon ten (10) days notice to Buyer, in which event Buyer shall pay Seller for all parts of the Work furnished to the date of termination.
An "Event of Force Majeure" shall mean any cause or event beyond the control of Seller. Without limiting the foregoing, “Event of Force Majeure” includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; pandemic insurr ections; riots; labor disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid); and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, p ermits, licenses, certificates or approvals if not caused by Seller; and the requirements of the United States Government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the Government.
3. Taxes. To the prices and terms quoted, add any manufacturer's gross receipts, sales, or use tax, Federal, State, or Local, payable on the transaction under any applicable statute, code, or regulation.
4. Warranty and Liability. Except for any written warranty given by the Manufacturer of the products described in this quotation, Specialty A/C Products, Inc. and Buyer expressly agree that Specialty A/C Products, Inc. makes no other warranty of any kind, express or implied, and Specialty A/C Products, Inc. neit her assumes nor authorizes any person to assume for it any other liability in connection with the sale or use of its products, including the goods purchase d hereunder.The manufacturer’s warranty, if any, is in lieu of and specialty a/c products, inc. disclaims any and all other representations and warranties, express or implied, arising by law, course of dealing, course of performance, usage of trade or otherwise, including without limitation all warranties as to the product’s condition, use, operation, design, quality, capacity, workmanship, installation, servicing, latent defects, compliance with any law, ordinance, regulation, rule, contract or specification, “merchantability”, fitness for any particular purpose, and all other qualities and characteristics whatsoever.
Buyers remedy for breach of warranty, if any, is limited to refund of the purchase price or repair or replacement of any nonconforming product, at the seller’s option. No liability whatever shall attach to the Seller until products have been paid for. Warranty is voidable in the event of non- payment. Seller makes no representation or warranty, express or implied, regarding prevention of mold, fungus, bacteria, microbial growth, or any other contaminates.
Any further warranty must be in writi ng and agreed to by an authorized signatory of the Seller.
5. Warranty Disclaimer. This warranty is given in lieu of all other warranties, express or i mplied, including IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
and/or others arising from course of dealing or trade.
6. Indemnity. Seller and Buyer shall indemnify and hold each other harmless from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting fr om death or bodily injury or damage to real or tangible personal property, to the extent caused by the negligence or misconduct of their respective employe es or other authorized agents in connection with their activities within the scope of this Agreement.
Neither party shall indemnify the other against claims, damages, expenses or liabilities to the extent attributable to the negligence or misconduct of th e other party. The duty to indemnify will continue in full force and effect, notwithstanding the exp iration or early termination hereof, with respect to any claims based on facts or conditions that occurred prior to expiration or termination.
7. Insurance. Seller agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will, upon request from Buyer, provide a Certificate of Insurance evidencing this coverage:
Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits
In the event Seller agrees to name Buyer or others as an additional insured, Seller will do so but only under i ts primary Commercial General Liability policies to the extent of the indemnity obligation assumed he rein. In no event does Seller waive its right of subrogation.
8. Liability Disclaimer. NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING
WITHOUT LIMITATION LOST REVENU E OR PROFITS), OR
PUNITIVE DAMAGES. This exclusion applies regardless of whether such damages are sought based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory. Should Seller nevertheless be found liable for any damages they shall be limited to the purchase price of the equipment under the order. SELLER DISCLAIMS ANY LIABILITY FOR
DAMAGES OF ANY KI ND (WHETHER DIRECT OR INDIRECT)
ARISING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL
GROWTH, OR ANY OTHER C ONTAMINATES OR AIRBORNE
BIOLOGICAL AGENTS.
9. Shipment Dates. Shipment dates are estimates only. No valid contract may be made to ship within or at a sp ecified time unless in writing, signed by an authorized signatory of Seller. Shipments shall be f.o. b. factory or warehouse at named shipping point with title and risk of loss passing to Buyer upon delivery to the carrier.
10. Cancellation. If, followin g acceptance of proposal by Buyer, all or any portion of the resulting order is canceled by Buyer wit hout default on the part of Seller or without Seller's written consent, Buyer shall be liable to Seller for cancellation charges including but not limited to Seller's incurred costs and such profit as would have been realized by Seller from the transaction had the agreement not been breached by Buyer.
11. Payment. Payment terms are 100% net 30 days of shipment unless otherwise expressly agreed to in writin g by Seller. Seller reserves the right to add to any account outstanding for more than 30 days a ser vice charge the lesser of 1 -1/2% of the principal amount due at the end of each month, or the maximum allowable legal interest rate. Buyer shall be liable to Seller for all collection expenses, including reasonable attorney's fees and court costs, incurred by Seller in attempting to collect any amounts due from Buyer. If requested, Seller will provide appropriate lien waivers upon receipt of payment.
Seller reserves the right to suspend or terminate performance in the event of Buyer's non-payment.
12. Returns. Returns must have prior written approval by Seller and are subject to restocking charge where applicable.
13 Applicable Law . Any agreement res ulting from Seller’s proposal will be governed and construed according to California.
.
Specialty A/C Products U.S. Inc.
1-26.130-4(0608)
Supercedes 1-26.130-4(0208)