1. DEFINITIONS AND INTERPRETATIONWithin this document definitions are defined as follows:
"ICE" means Industrial Climate Engineering, a division of Airxcel, Inc.
"Customer" means the person or entity to whom Products or Services are provided.
"Purchase Order” means Customer's document for the acquisition of Products and/or Services, exclusive of all preprinted terms and conditions contained thereon.
"Quotation" means ICE's offer to sell Products and/or Services.
2. ACCEPTANCE OF PURCHASE ORDERSAs used herein, "Acceptance of Customer's Purchase Order" shall mean ICE's issuance of an Order Acknowledgment, agreeing to supply the Products and/or Services identified in Customer's Purchase Order under the terms and conditions herein. No Customer Purchase Order will be binding upon ICE until ICE issues its written Order Acknowledgment.
3. PURCHASE ORDER CHANGESCustomer may not change its Purchase Order without ICE's written consent. Customer's oral requests for Products and/or Services shall be binding on Customer and may be deemed by ICE as valid Customer Purchase Orders, governed by these Terms and Conditions.
4. PRICE OF MATERIAL AND/OR SERVICESThe price for Products and Services are based on ICE's published list prices in effect at time of ICE's receipt of Customer's Purchase Order unless otherwise set forth in the Order Acknowledgment, or a validly issued Quotation, or proposal. A Quotation or proposal is valid for a period of thirty  days from date of issue. Errors or omissions in price and/or terms are subject to correction by ICE. All published list prices are subject to change by ICE without notice. ICE retains all rights to change the Products and/or Services or may discontinue any Products and/or Services at ICE's sole discretion.
5. PACKAGING, SHIPMENT AND SERVICE DATESAll Products shall be suitably packed for shipment. ICE may charge for packing and/or packaging including special documentation to comply with Customer requirements. Shipment Date for Products or date for performance of Service is estimated by ICE but is not guaranteed by ICE. All shipments are made EXW ICE shipping location.
6. TITLE, RISK OF LOSS, AND INSURANCETitle, risk of loss or damage, and insurance responsibilities for the Products pass from ICE to Customer upon acceptance of Products by the shipping agent or carrier.
7. ACCEPTANCE OR REJECTION OF PRODUCTS AND/OR SERVICESAfter the Delivery of the Products, or the performance of Services, Customer shall have a period of thirty  calendar days to inspect and communicate any rejection to ICE. Products and/or Services not rejected within the said thirty (30) day period shall be deemed accepted.
8. PAYMENT TERMSCustomer's payment obligations are stated on ICE's invoices. Late charges of one and one-half percent [1½%] or the maximum permitted by law, whichever is less, per month on outstanding balances may be charged. All amounts due shall nbe payable in United States dollars unless otherwise specifically agreed in ICE's Order Acknowledgement. If, in nICE's judgment, Customer's financial condition does not justify continuation of the existing payment terms, ICE may: a) require full or partial payment of Customer's account; b) require npayment in advance; and/or c) change Customer's credit terms.
9. PRODUCT AND SERVICES WARRANTYICE warrants from the date of shipment to Customer that Products will substantially conform to ICE specifications in effect as of the date of shipment and will be free from substantial defects in material and workmanship under normal use, given proper installation and maintenance, for the period of time stated in ICE's published warranty in effect on nthe date of shipment. Customer must promptly notify ICE of any claimed defect in the Product and/or Services. ICE or its agent may inspect the Product or workmanship on Customer's premises. Product returned to ICE under warranty must be clearly marked with the RMA number and be shipped prepaid by Customer.
WITH RESPECT TO ALL PURCHASES OF PRODUCT AND/OR SERVICES FROM ICE BY CUSTOMER, THE ABOVE WARRANTY, AND ANY ADDITIONAL WRITTEN WARRANTY ISSUED BY ICE, REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER OBLIGATIONS OF ICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER WARRANTIES ARE DISCLAIMED AND EXCLUDED BY ICE.