ADS Terms and Conditions
Accuracy and Completeness of Information
While American Duct Supply, LLC strives to ensure that the information contained in this Site is accurate and reliable, American Duct Supply, LLC makes no warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to such information, and assumes no liability or responsibility for any omissions or errors in the content of this Site.
Modification of Site
American Duct Supply, LLC will periodically revise the information, services and the resources contained in this Site and reserves the right to make such changes without any obligation to notify past, current or prospective visitors and customers.
Your Use of the Site
You may download content for non-commercial, personal use only. If you do download any content from the Site, you agree to maintain all copyright, trademark or other proprietary notices and that such notices will remain visible. No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading or copying.
Except for non-commercial, personal use of content, you agree that you will not otherwise copy, modify, alter, display, distribute, sell, broadcast or transmit any material on the Site in any manner without the written permission of American Duct Supply, LLC.
Downloads of website content for the purpose of consummating business-to-business transactions with American Duct Supply, LLC is a permitted use of website content; provided, however, this is a right to use only. As set forth above, except for this limited right to use, no right, title or interest to such content is transferred to you as a result of such downloading or copying.
No Unlawful or Prohibited Use
Interactive Use of the Site
All users of the Site are expressly prohibited from using or posting any inflammatory, derogatory, defamatory or illegal information on the Site. Anyone caught using, posting such information will be prosecuted to the full extent of applicable laws, at the discretion of American Duct Supply, LLC.
While American Duct Supply, LLC is certainly interested in receiving contacts and ideas from customers and visitors that are intended to express opinions and suggest ways to make this Site and your experiences with the Site more pleasant, useful and productive, American Duct Supply, LLC cannot accept any information from any visitor or customer that such visitor or customer may consider to be confidential or proprietary. In that regard, American Duct Supply, LLC currently does not accept or consider any creative ideas, suggestions or materials from the public and therefore you should not make any unsolicited submissions to American Duct Supply, LLC through the Site. If you do send us an unsolicited submission, despite our request not to do so, then you agree that such submission will be considered non-confidential and non-proprietary and shall immediately become the property of American Duct Supply, LLC. As of the date of your submission, American Duct Supply, LLC shall exclusively own all rights, title and interest to the ideas, suggestions or materials submitted. American Duct Supply, LLC will be free to use any submitted ideas, suggestions or materials for any purpose whatsoever.
A cookie is a small file of data placed on a website visitor’s web browser to store information about his/her visit to the site. American Duct Supply, LLC does not use or place cookies on our website visitor’s web browsers.
Your use of the Site is at your sole risk. The Site is provided on an “as is” basis. American Duct Supply, LLC expressly disclaims any warranty of any kind, whether express or implied, as to any matter whatsoever relating to this Site, including without limitation the implied warranty of merchantability, fitness for any particular purpose or non-infringement.
If you download any material from this Site, you do so at your own discretion and risk. You will be responsible for any damage to your computer system or loss of data that results from the download of any such material.
Limitation of Liability
In no event, and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall American Duct Supply, LLC be liable for any direct, indirect, special, incidental or consequential damages arising out of any use of the information contained in the Site, including but not limited to, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results or computer failure or malfunction.
You agree to defend, indemnify and hold American Duct Supply, LLC harmless from and against any and all claims, damages, costs and expenses, including attorney’s fees, arising from and related to your use of the Site.
Unless otherwise noted, the graphics images, buttons and text contained in this Site are the exclusive property of American Duct Supply, LLC and its subsidiaries. Except for the personal use, these items may not be copied, distributed, displayed, reproduced, or transmitted in any form or by any means electronic, mechanical, photocopying, recording, or otherwise without prior written permission from American Duct Supply, LLC.
This Site features logos, brand identities and other trademarks and service marks that are the property of, or are licensed to American Duct Supply, LLC and its subsidiaries. Nothing contained on this Site should be construed as granting in any way any license or right to use any such logos, identities, trademarks or service marks of American Duct Supply, LLC displayed on this Site without written permission of American Duct Supply, LLC.
Links to Third Party Sites
As a convenience to users, this Site may link to other sites owned and operated by third parties and not maintained by American Duct Supply, LLC. However, even if such third parties are affiliated with American Duct Supply, LLC, American Duct Supply, LLC has no control over these linked sites, all of which have separate privacy and data collection practices and legal policies independent of American Duct Supply, LLC. American Duct Supply, LLC is not responsible for the contents of any linked sites and does not make any representations regarding the content or accuracy of material on such sites. Viewing such third party sites is entirely at your own risk.
Questions, comments, concerns about this Site should be directed to: firstname.lastname@example.org.
What information may American Duct Supply, LLC Products collect about me on this website?
None. This website does not collect any personal information from visitors, users. The only information captured is which pages are visited. This information is captured solely for the purpose of determining website visitor interests in American Duct Supply, LLC’s products and only retained as historical comparative data, without retaining any information that would identify a specific visitor.
Children’s Online Privacy Protection.
In accordance with the Children’s Online Privacy Protection Act (COPPA), American Duct Supply, LLC does not knowingly solicit data from, or market to, children under the age of 13. If a parent or guardian becomes aware that his or her child has provided us with information without the parent or guardian’s consent, he or she should immediately contact American Duct Supply, LLC as provided below.
You may contact American Duct Supply, LLC in any of the following ways:
By telephone: 1.855.513.9470
By regular mail:
AMERICAN DUCT SUPPLY, LLC
2105 W CORPORATE DR STE B
ADDISON IL 60101-1470
What are consumer rights with respect to information?
General Sales Terms and Conditions
American Duct Supply, LLC (“ADS”) and the entity as identified on the ADS order confirmation (“Buyer”), have agreed that Buyer will purchase from ADS and pay for, and ADS will sell and deliver to Buyer, those products of ADS ordered by Buyer as reflected on (i) a purchase order from Buyer to ADS with acknowledgment or confirmation of said purchase order by ADS, (ii) a Buyer accepted quotation from ADS, or (iii) a blanket supply agreement or purchase order executed by both parties (“Products”) in accordance with the following terms and conditions. Final acceptance by ADS of an order shall be evidenced by (a) delivery of an order confirmation to Buyer or (b) commencement by ADS of the work necessary to provide the Products.
These General Sales Terms and Conditions (the “Agreement”) apply to each order of Buyer for Products that is accepted by ADS.
Buyer agrees to pay ADS for the Products provided pursuant to the terms of this Agreement. Unless otherwise mutually agreed, all amounts shall be stated in US Dollars and shall be paid in US Dollars. Invoices may be provided either in hard copy, or digitally by electronic transmission or by an electronic data interchange (EDI) arrangement between ADS and Buyer. Except as otherwise agreed to in a writing signed by both parties, payment of amounts due to ADS hereunder shall be due and payable by Buyer within thirty (30) days of the date of the applicable invoice. In the event Buyer fails to pay amounts due as provided in this Agreement, ADS may, at its option, and without prejudice to any other remedies available to it, suspend and/or cancel this Agreement. Invoiced amounts not paid when due shall accrue interest at the rate of 1% per month from the date due until paid. Buyer agrees to reimburse ADS for all reasonable costs and expenses (including attorneys’ fees) incurred in any action brought by ADS to collect any amounts due from Buyer under any order. With respect to the sale of Products hereunder, any review, reconciliation or request for adjustment concerning any (i) invoice received by, or payment made by, Buyer (ii) or claims by Buyer related to allowances, return or other costs, expenses must be completed no later than one year after the date of invoice for such Products.
TAXES. Unless Buyer provides ADS with a properly executed certificate of exemption for some or all taxes due with respect to the transactions contemplated hereunder, Buyer will pay (or if paid by ADS, will promptly reimburse ADS for) all sales, revenue, excise or other federal, state, local or foreign taxes (including value added and consumption taxes) and all import or export duties payable with respect to any shipment hereunder, excluding Ad Valorem taxes of ADS and taxes based on ADS’s net income or net worth.
The terms and conditions of this Agreement and those of any accepted order for Products are confidential information. Neither party shall either (i) use such confidential information for any purpose other than the purchase by Buyer of Products from ADS, or (ii) disclose such confidential to any third party, except to (A) such party’s legal or business advisors acting under a duty of confidentiality, or (B) as required by law, provided that nothing herein shall preclude either party from announcing the existence of this Agreement for the purchase and sale of Products. To the extent the parties enter into a separate written agreement with respect to the use of confidential information of such parties, such written agreement shall control over the terms hereof.
SHIPMENT, DELIVERY, TITLE AND RISK OF LOSS
Unless otherwise agreed to in a writing signed by Buyer and ADS, all shipments are Ex Works (Incoterms 2016) ADS’s designated shipping point, and title to, and risk of loss with respect to, the Products purchased hereunder shall transfer to Buyer upon placement of the Products with a carrier for delivery at ADS’s designated shipping point.
LIMITATION OF LIABILITY
Except as expressly required by law, ADS shall not be liable to the Buyer for compensation, reimbursement or indirect, special, exemplary, punitive, incidental and/or consequential damages (even if advised of the possibility of such damages), that result in any way from performance or nonperformance of any obligation relating to this Agreement or the Products provided hereunder, including but not limited damages resulting from (i) the loss of prospective profits or anticipated sales; (ii) loss of goodwill or business reputation, or (iii) expenditures, inventory, investments, leases or commitments in connection with the business of the other party.
ADS warrants that it has good and marketable title to the Products purchased hereunder. ADS warrants the Products to be free from manufacturing defect or any defect in workmanship for a period of twelve (12) months from date of shipment. The Buyer is solely responsible for and will promptly inspect Product upon delivery and notify the carrier of any visually or otherwise determined defects in the Product upon delivery or for any shortages. Additionally, Buyer will conduct a thorough inspection of Product within 7 days of delivery to determine if there are any defects in Product(s) that were not reasonably determined at time of delivery. Buyer failure to timely inspect and make a claim with respect to Product shall be a waiver of the right of Buyer to make such a claim and shall constitute acceptance of the specific Product for which such inspection or claim was not timely made. If a defect in Product is discovered either upon delivery or at the time of subsequent inspection or a shortage is discovered upon delivery, Buyer shall notify ADS of the discovery and/or determination of any defective Product or shortage. Product determined to be defective upon delivery shall be rejected by Buyer at the delivery point. Any Product confirmed to be defective upon later inspection, at ADS’s option, will be replaced or credited in a commercially reasonable manner and time frame. If applicable, ADS will issue the Buyer a return authorization number. After receiving this number, as directed by ADS, Buyer will either (i) ship the defective Product to an ADS distribution center at ADS’s cost for such return freight charges, or (ii) destroy and dispose of the defective Product in accordance with all applicable laws. Upon request by ADS, Buyer will certify in a writing, executed by an officer of Buyer, the completion of such destruction and disposition.
EXCEPT AS EXPRESSLY PROVIDED IN THE “WARRANTY” SECTION ABOVE, ADS MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESSED OR IMPLIED. ADS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, THE WARRANTIES MADE BY ADS DO NOT COVER THE EFFECTS OF ABRASION, CORROSION, EXPLOSION, EROSION OR CHEMICALS, OR OTHER DETERIORATION OR DEGRADATION OF THE PRODUCTS OR PARTS THEREOF DUE TO THE PHYSICAL ENVIRONMENT WHERE THE PRODUCT IS LOCATED, OR DUE TO ELECTRICAL OR ELECTROMAGNETIC NOISE ENVIRONMENT OR ABNORMAL CONDITIONS OF TEMPERATURE OR DIRT.
Buyer, at its own expense, will defend, indemnify and hold ADS, its officers, directors, employees, agents and successors harmless against any liability, or any litigation cost or expense (including reasonable attorneys’ fees), arising out of third party claims against ADS arising out of Buyer’s handling, storage or sale of the Product and/or any negligent performance of Buyer’s obligations hereunder. Buyer shall be relieved of the foregoing obligations to the extent (i) such third party claim is based on a claim for which ADS provides indemnity below or (ii) ADS does not provide Buyer with: (A) prompt written notice of such claim (unless Buyer suffers no prejudice by the failure to be so promptly notified), (B) authority to proceed as contemplated herein, and/or (B) at Buyer’s expense, proper and full information and assistance to settle or defend any such claim.
AMERICAN DUCT SUPPLY, LLC INDEMNITY
ADS, at its own expense, will defend, indemnify and hold Buyer, its officers, directors, employees, agents and successors harmless against any liability, or any litigation cost or expense (including reasonable attorneys’ fees), arising out of third party claims against Buyer arising out of the negligent performance of ADS’s obligations hereunder. ADS shall be relieved of the foregoing obligations in the event Buyer does not provide ADS with: (i) prompt written notice of such claim (unless ADS suffers no prejudice by the failure to be so promptly notified), (ii) authority to proceed as contemplated herein, and/or (iii) at ADS’s expense, proper and full information and assistance to settle or defend any such claim.
Either party's failure to perform its obligations hereunder (except to make payments hereunder) shall be excused to the extent and for the period of time such nonperformance is caused by an event of force majeure, including but not limited to war, invasion, fire, explosion, flood, riot, strikes, acts of God, acts or threatened acts of terrorism, delays or defaults of carriers, energy shortage, failure or curtailment in ADS 's usual sources of supply, acts of government, its agencies or instrumentalities, or contingencies or causes beyond such party's reasonable control. In the event of ADS 's failure to perform for a period of thirty (30) days on account of any event of force majeure hereunder, Buyer's obligations to purchase any required minimum of Product hereunder shall be suspended for such period of force majeure.
No changes may be made to accepted orders after such order has been shipped in accordance with such order. In the event that prior to shipment of an order, Buyer requests to make changes to any order for Products provided hereunder pursuant to this paragraph, ADS will promptly and reasonably consider such changes, provided all requests for any such changes shall (i) be in writing, (ii) where applicable, provide for equitable adjustments in the purchase price or fees and (iii) provide for reimbursement to ADS for its costs to implement such changes, (iv) shall provide for an appropriate adjustment to the schedule for delivery resulting from such changes, and (v) be subject to ADS’s prior written approval, which shall not be unreasonably withheld. If Buyer cancels an accepted order at any time and ADS has incurred any costs, the Buyer shall be invoiced and shall pay for all such costs. With respect to special orders or orders to make Product pursuant to Buyer specifications, Buyer may only cancel such order within five (5) business days of placing such order. If Buyer cancels a special order or an order to make Product pursuant to Buyer specifications after such five (5) business day period, but before the fifteenth (15th) day after the date of such order, Buyer shall pay to ADS a service and administrative fee equal to 15% of the invoice amount for the Products cancelled. Special orders or orders to make Product pursuant to Buyer specification may not be cancelled after the fifteenth (15th) day after the date of such order.
INTELLECTUAL PROPERTY RIGHTS.
Intellectual property rights (whether arising under patent, trademark, copyright or otherwise) to all improvements in designs, tools, patterns, drawings, information and Products supplied by ADS hereunder, and the exclusive rights for the use and reproduction thereof, and all intellectual property rights arising out of the performance hereunder shall accrue and are hereby assigned to, and shall be owned by ADS. Buyer shall execute and deliver such instruments as may be necessary to confirm such assignment and ownership.
Buyer agrees that this Agreement comprises the complete and exclusive agreement between Buyer and ADS regarding the purchase of the Products provided under this Agreement. Unless agreed to in writing by the President of American Duct Supply, LLC, ADS objects to any different or additional terms in any Buyer purchase order or other confirmation or confirmations with respect to the purchase of Products by the Buyer. This Agreement supersedes all prior agreements and understandings between the parties hereto. No modification of or amendment to this Agreement, nor any waiver of any right under this Agreement, will be effective unless in writing signed by both parties. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, USA. The United Nations Convention on the International Sale of Goods shall not apply to any purchase of Product hereunder. This Agreement may not be assigned by Buyer without the prior written consent of the President of American Duct Supply, LLC. Typographical errors contained in a quotation, order or invoice are not binding.
The terms and conditions set forth herein are posted at www.amducts.com and are subject to change without notice.
Ed. 1 - June 22, 2016