Terms and Conditions of Sale
Kelair Products, Inc.
Terms and Conditions of Sale
2501 Van Buren, Bellwood, Illinois 60104-2459
Revision August 12, 2026
1. Application of Terms; Acceptance; Order of Precedence
These Terms and Conditions of Sale (“Terms”) apply to every quotation, bid, sales contract, sales acknowledgment, and invoice (“Sales Documents”) for products and related Services sold, leased or otherwise supplied by Kelair Products, Inc. (“Kelair”) to the buyer identified in Kelair’s quotation, bid, sales contract or sales acknowledgment (“Buyer”). “Products” includes equipment, parts, drawings, and related deliverables; “Services” includes engineering, design, field, and other services.
KELAIR’S ACCEPTANCE OF BUYER’S PURCHASE ORDER IS EXPRESSLY CONDITIONED ON BUYER’S ASSENT TO THESE TERMS. KELAIR REJECTS ALL ADDITIONAL OR DIFFERENT TERMS IN BUYER’S DOCUMENTS UNLESS KELAIR EXPRESSLY ACCEPTS THEM IN A WRITING SIGNED BY AN AUTHORIZED KELAIR REPRESENTATIVE.
Buyer shall be deemed to have accepted these Terms by accepting any of Kelair’s Sales Documents, by directing Kelair to begin work, by accepting delivery of Products or Services, or by paying an invoice. If documents conflict, they control in this order: (a) a writing signed by both parties; (b) Kelair’s Sales Documents; (c) these Terms; and (d) Buyer’s purchase order only for commercial details Kelair expressly accepts. Buyer’s boilerplate terms do not apply.
An order or change is binding only when Kelair confirms it in writing or begins performance at Buyer’s authorized direction.
2. Prices; Payment; Taxes; Credit
Unless the quotation states otherwise, quoted prices are firm if Kelair receives Buyer’s order within 30 days after the quotation date. Prices exclude freight, insurance, special packaging, taxes, duties, tariffs, brokerage fees, permits, and similar charges, all of which Buyer shall pay unless it provides a valid exemption certificate.
Payment is due net 30 days from the invoice date on approved credit, in U.S. funds and without setoff, deduction, withholding, or counterclaim. Kelair may invoice when Products are ready for shipment, an agreed milestone is reached, or as otherwise stated in the quotation or sales acknowledgment. Buyer shall pay all costs incurred by Kelair, including reasonable attorneys’ fees, to collect sums due from Buyer.
Notwithstanding the foregoing, Kelair reserves, at any time, the right to change such payment terms if, in its sole opinion, a change in the financial condition of the Buyer warrants such change. In such case, in addition to any other remedies provided by law, Kelair may require cash payments or security satisfactory to it before delivery. Failure to pay invoices when due shall operate to make all subsequent invoices immediately due and payable. The receipt by Kelair of part payment of the full amount then due and payable (whether under the original terms of payment or terms of payment changed by Kelair as provided herein) shall not be a waiver of any of Kelair’s rights set forth herein or provided by law.
3. Delivery; Freight; Risk of Loss; Delays
Unless Kelair’s Sales Documents state otherwise, domestic shipments are F.O.B. Kelair’s facility at 2501 Van Buren, Bellwood, Illinois 60104-2459. Risk of loss and title pass when Kelair delivers the Products to the carrier, subject to Kelair’s rights as an unpaid seller. International trade terms must be stated in Kelair’s applicable Sales Documents and will be interpreted under Incoterms 2020.
Kelair may make partial shipments. Shipments are freight collect unless otherwise stated; freight or other charges prepaid by Kelair will be added to the invoice. If Buyer delays shipment, fails to provide routing instructions, or asks Kelair to hold completed Products, Kelair may invoice when the Products are ready; risk of loss passes upon written ready-to-ship notice; and Buyer shall pay reasonable storage, handling, insurance, and related costs.
Shipping and completion dates are estimates, not guarantees. Kelair’s schedule depends on timely receipt of complete information, approvals, payments, Buyer-furnished items, and shipping instructions. Buyer-caused delay extends the schedule by the delay plus reasonable remobilization time. Kelair is not liable for late-delivery penalties, liquidated damages, expediting costs, lost production, or other delay damages.
After risk of loss passes, Buyer is responsible for carrier claims. Buyer should note visible shortage or damage on the delivery receipt and promptly report concealed damage to the carrier and Kelair, preserve the Products and packaging, and provide reasonable evidence. Buyer may not return damaged Products without Kelair’s written authorization. Kelair will reasonably assist but is not responsible for filing or collecting the claim.
4. Changes; Cancellation; Specifications; Buyer Responsibilities
An accepted order may not be cancelled or changed without Kelair’s prior written consent. If Kelair consents, Buyer shall pay the reasonable resulting costs of cancellation, including costs for engineering and work performed; materials and components purchased or committed; supplier cancellation, return, and restocking charges; handling, storage, teardown, and disposition costs; reasonable overhead and profit on work performed; and the full contract price of completed, custom, or non-resalable Products, less net proceeds Kelair actually receives from a commercially reasonable resale.
Kelair may require payment before approving a cancellation or change. A change may adjust price, schedule, scope, or warranty and is effective only when confirmed in a written change order. Buyer-requested changes, Buyer-caused delays, and inaccurate or incomplete Buyer information may also require reasonable price and schedule adjustments.
Kelair may make non-material design or manufacturing changes and substitute equivalent components if form, fit, function, safety, and stated performance are not materially reduced; material changes require Buyer’s written approval. Buyer shall promptly review drawings and technical information. Buyer approval confirms dimensions, interfaces, and Buyer-supplied information, and approval delays extend Kelair’s schedule.
Buyer is responsible for the accuracy and completeness of its specifications, drawings, process data, dimensions, site conditions, and other information, which Kelair may rely on without independent verification. Unless expressly included in Kelair’s written scope, Buyer is responsible for final system design and integration, equipment selection, site preparation, supports and utilities, controls and guarding, permits and code compliance, installation, startup, operation, maintenance, and process compatibility. Buyer shall not operate a Product outside Kelair’s written ratings or instructions and shall defend and indemnify Kelair against third-party intellectual property claims arising from Buyer-furnished designs, specifications, or instructions.
5. Inspection; Returns; Backcharges
Buyer shall inspect Products promptly and give Kelair written notice within 10 business days after receipt of any quantity error, visible damage, or nonconformity a reasonable inspection would reveal. Without timely notice, the Products are accepted as to those matters; latent defects remain subject to the Limited Warranty set forth herein. A rejection must describe the issue and give Kelair a reasonable opportunity to inspect and cure. Installation or use beyond reasonable inspection constitutes acceptance.
Returns require Kelair’s prior written return material authorization (RMA). Requests to return standard Products must be made within 30 days after shipment, and the Products must be unused, uninstalled, undamaged, current, and resalable. Custom, modified, used, installed, damaged, obsolete, non-stock, or specially purchased third-party Products are non-returnable unless Kelair agrees otherwise. Buyer pays return freight and risk, and any credit may be reduced by reasonable restocking, handling, testing, repair, repackaging, and original freight charges.
Kelair will not accept a backcharge, deduction, setoff, third-party repair, replacement, or field work unless Buyer gives prompt written notice, allows Kelair a reasonable opportunity to inspect and cure, and obtains Kelair’s written approval of scope and cost before work begins. Emergency work may proceed only as reasonably necessary to prevent imminent personal injury or major property damage, with prompt notice and supporting records. Any approved backcharge is limited to the reasonable cost Kelair would have incurred to perform the repair at its own facility using its standard methods and personnel.
6. Force Majeure
Kelair is not liable for delay or failure caused by events beyond its reasonable control, including supplier or material shortages, labor disputes, transportation or utility interruptions, severe weather, fire, accident, epidemic, cyberattack, war, governmental action, sanctions, tariffs, or similar events.
Kelair’s performance time is extended for the length of such force majeure event and a reasonable recovery period, and Kelair may allocate available materials and production among customers in a commercially reasonable manner. If the event continues more than 90 consecutive days, either party may cancel the affected unperformed portion by written notice. Buyer remains responsible for completed work, committed materials, non-cancellable supplier charges, storage, and amounts due for Products or Services already completed or delivered.
7. Limited Warranty; Field Service
Kelair warrants Products it manufactures against defects in materials and workmanship under normal use and service for which they were designed. The warranty ends at the earlier of 18 months after shipment or 12 months after the Product is first placed in service, provided that Products with visible damage or nonconformity upon delivery are subject to the provisions of Section 5 above as to notice and warranty coverage.
Buyer must give Kelair written notice during the warranty period and before repair or alteration, identify the order and Product, describe the claimed defect and operating conditions, provide reasonable supporting information, and allow Kelair to inspect. Buyer’s sole and exclusive remedy, and Kelair’s entire obligation, is, at Kelair’s option, repair, replacement, or refund of the price paid for the affected Product. Kelair may require return of the affected Product, freight prepaid, to a designated facility. Repair or replacement does not restart or extend the warranty.
The warranty does not cover normal wear; consumables; corrosion, erosion, or chemical attack; damage in transit; improper storage, installation, startup, maintenance, or operation; use outside Kelair’s written ratings or instructions; unsuitable process or site conditions; Buyer-furnished designs, materials, or components; or unauthorized alteration or repair, but unauthorized work excludes coverage only to the extent it caused or worsened the problem.
Unless Kelair agrees otherwise in writing, Buyer is responsible for removal, access, disassembly, reinstallation, calibration, testing, troubleshooting, travel, lodging, overtime, and other field costs.
EXCEPT FOR THIS LIMITED WARRANTY, KELAIR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTY THAT THE PRODUCTS WILL MEET REQUIREMENTS NOT EXPRESSLY STATED IN KELAIR’S QUOTATION OR SALES ACKNOWLEDGMENT.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, KELAIR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, PRODUCTION, USE, OR BUSINESS OPPORTUNITY; DOWNTIME; SUBSTITUTE EQUIPMENT; CUSTOMER PENALTIES OR LIQUIDATED DAMAGES; OR REMOVAL, ACCESS, DISASSEMBLY, REINSTALLATION, OR RECOMMISSIONING COSTS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
KELAIR’S TOTAL LIABILITY ARISING FROM AN ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO KELAIR FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. THESE LIMITS APPLY IN THE AGGREGATE AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, BUT DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED.
9. Intellectual Property
Kelair retains all rights in its quotations, drawings, designs, calculations, software, tooling, manufacturing methods, and know-how, including items developed for a custom order. Buyer may use them only to install, operate, and maintain the purchased Products and may not copy, disclose, or use them for another purpose without Kelair’s written consent.
Buyer retains ownership of materials it furnishes and grants Kelair a limited license to use them to perform the order. No other intellectual property right or license is transferred unless stated in a writing signed by both parties.
10. Governing Law; General Terms
Illinois law governs the contract, without regard to conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any lawsuit must be brought in the state or federal courts located in Cook County, Illinois, and each party consents to those courts. Before suit, either party may request a good-faith business conference, except when immediate relief is reasonably necessary.
Kelair’s quotation, sales acknowledgment, these Terms, and signed change orders are the entire agreement regarding the order and replace prior or contemporaneous communications. A modification is effective only in a writing signed by authorized representatives of both parties. Failure to enforce a term is not a waiver; an unenforceable term will be adjusted only as necessary, and the remainder will continue.
Buyer may not assign the order without Kelair’s written consent. Electronic signatures and delivery are effective. Terms that by their nature should survive, including payment, warranty and liability limitations, intellectual property, and governing law, will survive. The revision date identifies the applicable version, and headings are for convenience only.
11. Indemnification
The Buyer shall indemnify, defend, and hold Kelair harmless from and against, and reimburse Kelair for, any and all claims (both accrued and unaccrued), judgments, damages, liabilities, and expenses, including, without limitation, reasonable attorneys’ fees and costs, which are in any way related to or connected with the Products or Services or the manufacture, sale, distribution, or use of the same, including, without limitation, claims made by any person or entity for (i) personal injury, (ii) death, (iii) property damage, (iv) loss of profit, (v) damages based upon loss of use of any goods, plant or equipment, or (vi) infringement of any patent, trademark, trade name, or other intellectual property, whether or not such claims, judgments, damages, liabilities, or expenses are based in whole or in part upon Kelair’s breach of contract, breach of warranty, whether express or implied, negligence, or other tort. However, such indemnification shall not apply to claims, judgments, damages, or liabilities incurred by Kelair to the extent the same are the result of Kelair’s negligent acts or omissions.
12. Dispute Resolution
Any dispute in connection with this Agreement shall be, at the option of Kelair, resolved through binding arbitration. Such arbitration proceeding shall be conducted in Chicago, Illinois, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceedings must be conducted in the English language and all submissions must be made in English or with an English translation. Any result of such arbitration shall be final and non-appealable and, at the election of either party, may be entered as a judgment in any applicable jurisdiction.
