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Terms and Conditions

Tahoe Filter Technologies . Clean Air . Clean Water . Clean Choice

GENERAL TERMS AND CONDITIONS OF SALE

  1. Applicability.
  1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING BUYER’S (AS DEFINED HEREIN) RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO BUYER. PLEASE READ IT CAREFULLY.
  2. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, BUYER AFFIRMS THAT BUYER IS OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND BUYER ACCEPTS AND IS BOUND BY THESE TERMS AND CONDITIONS. BUYER AFFIRMS THAT IF AN ORDER IS PLACED ON BEHALF OF AN ORGANIZATION OR COMPANY, BUYER HAS THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
  3. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) by Seller to Buyer. These Terms are subject to change by Seller (as defined herein) without prior written notice at any time, in Seller’s sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on https://www.TahoeFilter.com/termsandconditions (the “Site”). Buyer should review these Terms before purchasing any product or services that are available through the Site. Buyer’s continued use of the Site after the “Last Updated Date” will constitute Buyer’s acceptance of and agreement to such changes. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
  4. Any accompanying confirmation of sale, invoice, or quotation, as applicable (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
  1. Definitions. “Seller” and “Tahoe Filter Technologies” is defined as Tahoe Filter Technologies and Equipment Corp. and any of its subsidiaries, successors, and assigns. “Buyer” is defined as, and includes, the firm or individual named on the Sales Confirmation, and all of his/her/its parent companies, subsidiaries, successors, heirs, assigns, executors, personal representatives and administrators, to the extent allowed by law.
  2. Sole Agreement. No terms or conditions of any purchase orders, quotations, or any other understanding which are different from the terms of the Seller as contained in this Agreement or in any of Seller’s written documents will become part of this Agreement or any sales agreement unless specifically approved in writing by the Seller. Buyer’s orders shall be deemed to incorporate the terms and conditions of this Agreement. In no event shall preprinted terms and conditions on any of Buyer’s documents, such as purchase orders, confirmations, acknowledgements, acceptances, etc. modify or add to the terms of an invoice or this Agreement.
  3. Prices. All prices are quoted on a net cash basis without discount. Pricing is subject to change without notice, and all such prices expire and become invalid if not previously accepted by Buyer, unless otherwise noted by Seller in writing. Price extensions are for Buyer’s convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. All prices and other terms provided to Buyer shall be kept confidential except to the extent Buyer is required by law to disclose prices and other terms. Price extensions DO NOT include tax, shipping, handling, freight or other charges. Special order items require a deposit of 100% of the order value prior to shipment.
  4. Taxes. The purchase price of the Goods are exclusive of all transportation taxes and sales, use, excise, import, gross receipts, excise or other city, county, state, federal or other taxes. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. Such taxes will be added to invoices and are the sole responsibility of the Buyer unless Buyer provides Seller with an acceptable tax exemption certification.
  5. Cancellation. Buyer may cancel an order only if Seller agrees to such cancellation in writing and only after Buyer pays reasonable charges for expenses already incurred and commitments made by Seller in connection with placement of such order.
  6. Delivery and Shipping. Seller will use commercially reasonable efforts to provide accurate estimates of shipping dates, provided that in no event shall Seller be liable for delays or defaults in shipping merchandise pursuant to a Sales Confirmation if such delays are due to circumstances beyond Seller’s control, including, without limitation, fire, flood, earthquake, pestilence or similar catastrophe; war, act of terrorism, or strike; lack or failure of transportation facilities, shortage of suitable parts, materials or labor; any existing or future law, rule, regulation, decree, treaty, proclamation, or order of any governmental agency; inability to secure fuel, materials, supplies, equipment or power at reasonable prices or in sufficient amounts; act of God or the public enemy; or any other even or cause beyond Seller’s reasonable control, including, without limitation, any delay caused by Buyer. Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice with respect to such Goods to reflect the actual quantity delivered.
  7. Binding Authority. Any director, officer, employee, representative, or agent of Buyer signing or otherwise entering into this Agreement hereby represents and warrants that he or she is duly authorized to execute and enter into this Agreement on behalf of Buyer.
  8. Payment Terms.
  1. Buyer shall pay all invoiced amounts due to Seller upon receipt of Seller’s invoice. If no due date is listed on an invoice or is otherwise agreed to, in writing, between the parties, payment will be due in net 30 days and Buyer shall make payments in US dollars. With respect to any sales of Goods by Seller to the Buyer on credit, the Buyer agrees that all amounts payable on or before the net due date as shown on each of the Seller’s invoices will be paid by the said net due date, and if not paid on or before said net due date, will then automatically be deemed to be delinquent (a “Delinquency”).
  2. Finance Charge. It is understood that the Seller may impose and collect a finance charge, which charge will be the lower of (a) one and one-half percent (1.5%) per month or (b) the highest rate allowed by law, calculated daily and compounded monthly. Seller may be imposed with any amount which becomes a Delinquency. Additionally, the Buyer agrees to be liable to the Seller for all internal and external collection costs, attorney’s fees and court costs of the Seller in connection with any Delinquency placed for collection by the Seller. Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof.
  3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
  4. Unless otherwise specified by Seller in writing on the Sales Confirmation; all sales are FOB Origin. ALL CLAIMS FOR WRONG SHIPMENT MUST BE MADE WITHIN FIVE DAYS FROM THE DATE OF DELIVERY; NO GOODS WILL BE ACCEPTED FOR RETURN UNLESS WRITTEN AUTHORIZATION IS FIRST OBTAINED FROM SELLER’S OFFICE. Buyer must file claims for goods, damaged or lost in shipment directly with the freight company. Goods must be examined immediately upon receipt and any claims filed within the time allowed by the freight company. All accounts shall be due and payable at P.O. Box 4481 MSC 500 Houston, TX 77025. Buyer agrees that any credit balance(s) issued by Seller will be adjusted off Buyer’s account within one (1) year of its issuance. If the Buyer has not requested the credit balance within one (1) year, any remaining credit balance will be cancelled, and Seller shall have no further liability.
  1. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods at the delivery point described on the Sales Confirmation. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Texas Uniform Commercial Code.
    1. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    2. THE ONLY WARRANTY WHICH WILL APPLY TO THE GOODS SOLD BY SELLER IS THE WARRANTY MADE BY THE MANUFACTURER, IF ANY.
    3. SELLER OR SELLER’S REPRESENTATIVES ARE WITHOUT AUTHORITY TO CHANGE THE FOREGOING. SELLER IS NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES TO THE USER OF ANY MERCHANDISE OR PRODUCT SOLD.
    4. NO CREDITS WILL BE ISSUED WITHOUT THE SELLER’S PRIOR WRITTEN APPROVAL. ALL RETURNS MAY BE SUBJECT TO A RESTOCKING CHARGE.
    5. Buyer acknowledges that from time to time, at Seller’s sole discretion, Seller may provide technical advice or other similar services. Buyer agrees that providing these services shall not expand or otherwise alter Seller’s warranties, as set forth above, and no additional obligations or liabilities shall arise from Seller providing such serviceS or advice AND ANY SUCH SERVICES OR ADVICE ARE MADE WITHOUT WARRANTY OF ANY KIND.

The foregoing sets forth Seller’s only obligations, and Buyer’s exclusive remedy, for all claims based on failure of or defect of Goods, parts, or services, provided under this Agreement, whether the failure or defect arises before, during or after the warranty period AND WHETHER A CLAIM, HOWEVER INSTITUTED, IS BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, PRODUCT LIABILITY OR OTHER TORT CLAIM), STRICT LIABILITY OR OTHER THEORIES.  THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

  1. Condition of Merchandise. Buyer further represents that he/she/it has inspected any property, goods, and/or equipment provided by Seller or has been given the opportunity to inspect same, and that upon his/her/its receipt of same. Buyer acknowledges and expressly warrants that the property, goods, and/or equipment has been accepted in a good, safe, and serviceable condition. All sales are final upon acceptance and no returns or refunds will be allowed.
  1. Limitation of Liability. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY CIRCUMSTANTIAL, CONSEQUENTIAL, CONTINGENT, EXEMPLARY, INCIDENTAL, INDIRECT, LIQUIDATED, MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR OTHER DAMAGES, UP TO AND INCLUDING, DAMAGES FOR LOST PROFITS, SALES, REVENUES, COST OF REPLACEMENT GOODS, LOST BUSINESS INCLUDING INTERRUPTIONS OF BUSINESS, OR ATTORNEYS’ FEES OR COURT COSTS ARISING IN ANY MANNER TO OR RELATED TO THE AGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNTS PAID TO SELLER FOR THE GOOD SOLD HEREUNDER.
  1. Compliance with Laws. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
  2. Indemnification. Buyer hereby agrees to indemnify and hold Seller and Seller’s directors, officers and employees harmless from and against all direct damages, expenses, liabilities, losses, and fees, including reasonable attorneys’ fees and court costs for any claims, judgments, demands and actions of third parties for bodily injury (including death) and damage to tangible personal property that may arise pursuant to the sole gross negligent, recklessness or deliberately unlawful acts or omissions of Buyer in the performance of its tasks pursuant to this Agreement.
  3. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
  4. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  5. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. Buyer may not use the name, trade names, or logos of Seller without Seller’s prior written consent.
  6. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
  7. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
  9. Choice of Law, Jurisdiction, and Venue. This Agreement shall be governed by and interpreted pursuant to the laws of the State of Texas and the United States of America, including, but not limited to, all conflicts of law rules. The Parties further agree that jurisdiction and venue of any claims arising under or relating to this Agreement shall be exclusive in Harris County, Texas.
  1. Waiver of Jury Trial. THE PARTIES HERETO KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO A JURY TRIAL ON ANY ISSUE OR DISPUTE THAT MAY ARISE BETWEEN THEM.
  2. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  3. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  4. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

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