Terms & Conditions

Terms & Conditions

The following terms and conditions outline the standard policies governing purchases, invoicing, and services provided by TriState HVAC. These terms are intended to provide clarity and consistency for customers, vendors, and partners and apply unless otherwise agreed to in writing.

The following terms and conditions outline the standard policies governing purchases, invoicing, and services provided by TriState HVAC. These terms are intended to provide clarity and consistency for customers, vendors, and partners and apply unless otherwise agreed to in writing.

Purchase Order Terms & Conditions

1. Agreement of Purchase

These Terms & Conditions apply to all purchase orders (“PO”) issued by TriState HVAC Equipment, LLC (“Buyer”) to the supplier (“Seller”). Seller’s acceptance of a PO, shipment of goods, or commencement of services constitutes Seller’s agreement to these terms. Any additional or conflicting terms proposed by Seller are rejected unless expressly agreed to in writing by an authorized representative of Buyer.

2. Prices & Payment Terms

Prices are firm as stated in the PO and include all applicable charges, except for sales tax unless specified otherwise. Payment terms are net sixty (60) days from receipt of a correct invoice unless otherwise agreed upon. If Seller fails to fulfill obligations, Buyer reserves the right to withhold payments until the issue is resolved. Buyer is not responsible for unauthorized charges or price increases.

3. Taxes

Seller is responsible for all applicable taxes, duties, and fees unless Buyer provides valid exemption documentation. Any taxes required to be paid by Buyer will be reimbursed by Seller if found to be improperly applied.

4. Shipping, Delivery & Acceptance

4.1 Shipping:

All shipments must be F.O.B. destination unless otherwise stated. Seller shall comply with Buyer’s shipping instructions and provide appropriate tracking details. Special carrier services requested by Buyer shall be paid by Buyer.

4.2 Delivery Dates:

Time is of the essence. Failure to meet the specified delivery schedule may result in Buyer canceling the order without liability.

4.3 Inspection & Acceptance:

Buyer has five (5) business days to inspect and reject non-conforming goods. Failure to reject within this period shall constitute acceptance. If rejected, Seller shall promptly replace or repair the goods at no additional cost.

5. Cancellation & Changes

Buyer reserves the right to cancel or modify any PO prior to shipment without penalty. If goods are specially manufactured, cancellation shall be subject to fair compensation for actual costs incurred, but no more than the PO amount.

6. Returns

No returns shall be made without prior written authorization from Buyer. Authorized returns must be shipped prepaid to the location designated by Buyer, and Seller shall be responsible for handling charges.

7. Warranties

Seller warrants that all goods and services supplied: (a) conform to specifications and industry standards, (b) are free from defects in material and workmanship for a minimum period of twelve (12) months from acceptance, (c) are fit for the intended purpose, and (d) do not infringe on any intellectual property rights. Buyer may require Seller to repair or replace defective goods at Seller’s expense. Services performed must meet industry standards and be re-performed at Seller’s cost if found deficient within thirty (30) days.

8. Liability & Indemnification

Seller agrees to indemnify and hold Buyer harmless from any claims, damages, or liabilities arising from defective goods, negligence, infringement, or breach of this Agreement. Seller shall maintain adequate insurance coverage to support these obligations.

9. Intellectual Property & Confidentiality

All drawings, specifications, and data provided by Buyer remain Buyer’s property and shall not be disclosed to third parties. Seller agrees not to use confidential information for purposes other than fulfilling POs.

10. Compliance with Laws

Seller shall comply with all applicable federal, state, and local laws, including environmental, labor, and safety regulations. Any failure to comply may result in termination of the PO.

11. Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, labor disputes, or supply chain disruptions. If such delay persists beyond thirty (30) days, Buyer reserves the right to cancel the PO.

12. Dispute Resolution & Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any disputes shall be resolved through binding arbitration in Philadelphia, PA, unless Buyer elects litigation.

13. General Provisions

Failure by Buyer to enforce any provision shall not be deemed a waiver. No modification is valid unless agreed to in writing. If any provision is deemed invalid, the remaining terms shall remain in effect.

Invoice Terms of Service

1. Payment Terms

  • Payment is due Net 30 days from the date of the invoice unless otherwise agreed upon in writing.
  • Late payments are subject to a 1.5% monthly finance charge (18% per annum) or the maximum rate permitted by law.
  • TriState reserves the right to place accounts on hold after 60 days of non-payment, requiring prepayment for future orders.

2. Accepted Payment Methods

  • Payment can be made via ACH transfer, wire transfer, company check, or credit card (subject to a 3% processing fee for credit card payments).

3. Disputed Charges

  • Any disputes regarding invoiced amounts must be submitted in writing within 10 business days of invoice receipt. Failure to dispute within this period constitutes acceptance.

4. Taxes

  • Applicable sales tax will be added unless a valid tax exemption certificate is provided at the time of purchase.
  • The buyer is responsible for all other applicable taxes, duties, or fees imposed by government authorities.

5. Shipping & Delivery

  • All shipments are FOB Origin unless specified otherwise. Risk of loss transfers to the buyer upon delivery to the carrier.
  • If any issues arise during transit, claims must be filed directly with the carrier.
  • Delivery dates are estimates only and TriState HVAC is not liable for any associated delays.

6. Returns & Restocking Fees

  • Returns will not be accepted without prior written authorization.
  • Authorized returns are subject to a 25% restocking fee and must be made within 30 days of receipt, in the original condition and packaging.
  • Custom and special-order items are non-returnable.

7. Warranty Terms

  • All equipment and parts are covered under manufacturer warranties only.
  • Warranty claims are subject to the manufacturer’s terms, conditions, and approval process.
  • Labor is not covered under product warranties unless explicitly included in a separate written service agreement.

8. No Pay, No Warranty

  • Warranty coverage is contingent upon full payment of the invoice.
  • If payment is not received in full, all warranty rights will be considered void, and the Owner will be notified that coverage has been terminated.

9. Surcharges and Tariffs

  • Any applicable surcharges, tariffs, or duties in effect at the time of invoicing will be added as applicable and are the responsibility of the customer.

10. Default & Collections

  • If payment is not received within 60 days, the account may be placed on hold, and future orders may require prepayment.
  • If collection efforts are required, the customer agrees to pay all related costs, including attorney fees, collection agency charges, court costs and accrued interest.

11. Force Majeure

  • TriState HVAC is not liable for delays due to circumstances beyond our control, including but not limited to: acts of God, labor disputes, supplier or material shortages, transportation delays, regulatory changes or government actions.

12. Governing Law

  • This invoice and all transactions shall be governed by the laws of the Commonwealth of Pennsylvania.