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Terms & Conditions / Clarifications Statement

Equipment, Materials, Services & Parts supply

This Terms and Conditions/Clarifications statement is for the intended use of DILO Customers, representatives, agents and Affiliates’ whom purchase equipment, materials and/or services from DILO.

 

Definitions

DILO: DILO Company Inc., DILO Production Inc. dba DILO Direct

Customer: Any entity which purchases materials, goods and/or services from DILO.

Parties: DILO and Customer

 

General

The Terms & Condition’s/Clarifications found in this document are effective upon receipt of official order from the customer to DILO. No other terms and/or conditions will be accepted unless specifically agreed to in writing by DILO upon final accepted purchase order/contact.

Contract Description of Services and/or supply is outlined in the specific quote document and any other documents included as part of quote.

DILO will provide an Order Acknowledgement (OA) upon acceptance of purchase order. An OA may include additional terms, clarifications and exceptions.

DILO reserves the right to terminate at will and at any time the contract/agreement without liability or upon completion of agreed work scope, delivery and supply of equipment, materials and/or services.

 

Payment Terms & Billing

Payment terms are per the terms set forth on the quote document. See additional terms which apply for late payment or no payment received within the agreed terms.

Net orders have a $250 minimum (excluding shipping, customs, import/export fees, broker fees, etc.).

Estimate and billing exclude local taxes and fees. Customer is responsible to pay all local taxes and fees directly.

  • Quote is firm fixed price based on scope of supply, equipment, parts and/or materials shipped or delivered, and services provided.
  • DILO reserves the right to invoice for labor, expenses, and/or materials provided as added scope, extended scope hours and expenses as additional costs. An estimate or time and material schedule may be provided. Customer will be responsible for payment for additional costs as agreed upon via this document or agreements stated on OA.
  • A written release for design/engineering, production and/or delivery may be accepted in lieu of final PO to avoid delays or to meet specific deliverables requested.
  • In the event of customer cancellation, customer may be subject to restocking fees, design/engineering fees or deliverable fees as applicable or final quoted costs may also apply.
    • Before shipping, all standard components are subject to a minimum 30% cancellation charge.
    • Returned parts are subject to a 30% restocking fee
    • All special-order items of non-stock or modified parts cannot be cancelled or returned

 

Shipping, Transport & Delivery

  • Delivery is Ex-Works/FOB Odessa FL/Casa Grande AZ/ Portland OR (please refer to estimate for applicable delivery terms). Additional costs for international customs fees, importation fees, broker fees and international packaging & shipping fees may apply.
  • DILO includes equipment, material and/or parts insurance for all shipments directly coordinated, managed, and contracted by DILO. Customer is responsible for any and all insurance and liability for shipments handled directly by customer and/or direct agent, transport vendor contracted by customer directly. DILO bills shipping at cost plus 20% unless stated differently on OA.  Risk of Loss for FOB-Destination shipments shall be capped at the value of the order.
  • Lead time for equipment, materials & parts are subject to change. Lead times quoted will be in effect upon date of final Order Acknowledgement and confirmation of lead times for each line item quoted/ordered.
  • Due to the worldwide pandemic, DILO reserves the right to adjust the delivery date unilaterally. The delivery date is based on the current availability of materials.
  • In case of customer delay which may cause shipping, transport and delivery delays, DILO may charge additional fees including, but not limited to storage fees, additional  import/export fees, etc.

Fee schedule may include:

      • One-time fee of $650.00

• Financing costs of 0.2% of the net order value per commenced week.

  • The date of delivery is the date stated on our order confirmation. Subject to change. 
  • All repairs and services will be progress invoiced monthly for work performed.
  • Upon completion of service, after ten (10) days of notification, if the goods cannot be dispatched due to customer delay a $150.00 storage fee per week will apply. After 90 days, if the goods cannot be dispatched at a fixed delivery date, DILO reserves the right to use the customer provided freight carrier collect account to return the equipment to the owner without repair. If a customer shipping carrier collect account is not provided, DILO reserves the right to assume the equipment owner has voluntarily surrendered the goods, in which case disposal fees may apply.   Additionally, fees for all services performed will apply. (i.e., inspection, diagnostic, shipping)

 

Performance

  • Parties agree that performance shall be pursued with due diligence in all requirements under the Contract; however, except as otherwise expressly provided herein, neither party shall be liable to the other for any loss or damage for delay due to causes that (i) were beyond the reasonable control and (ii) were not caused by the negligence or lack of due diligence of the affected party or its subcontractors or suppliers. The parties agree that, provided the conditions stated in (i) and (ii) above apply, the following are causes or events of force majeure: acts of civil or military authority (including courts and regulatory agencies), acts of God (excluding normal or seasonal weather conditions), war, riot or insurrection, inability to obtain required permits or licenses (other than Supplier’s occupational licenses), blockades, embargoes, sabotage, epidemics and unusually severe floods. The party affected shall promptly provide written notice to the other party indicating the nature, cause, date of commencement thereof, the anticipated extent of such delay and whether it is anticipated that any completion or delivery dates will be affected thereby, and shall exercise due diligence to mitigate the effect of the delay.
  • As applicable, customer assumes the responsibility to safely and properly off-load and on-load equipment shipped to site or received at customer location. Customer is required to provide copies of bill of ladings, load sheets, etc. to transport company driver/representative for all return shipments. Damage found must be reported within 24hours of receipt of order to process claims.
    • Please note weights and dimensions of all equipment shipped. Equipment will be delivered on an open flatbed or enclosed box truck/trailer. A forklift or crane capable of handling the equipment estimated weight & dimensions are required to unload or load. Alternative shipping methods are possible at additional cost
  • Customer is responsible to ensure operators are familiar with equipment safety and operating requirements prior to placing equipment, materials &/or parts into service.
  • DILO Liabilities are capped to value of order. Standard insurance requirements included (additional fees apply for additional insurance requirements)
  • Please reference the DILO Estimate# on the purchase order.
  • Acceptance:  All goods and services provided by DILO do not include acceptance testing, whether Factory Acceptance Testing (FAT), Site Acceptance Testing (SAT), or Virtual/Visual Acceptance Testing (VAT), or any other.  If  Acceptance Testing applies to a particular order, it will be called out as a line item on the quote and order confirmation provided. 
  • In-House Services:  if a repair estimate is not approved and the form of payment is not received within (30) days of notification, a $50.00 storage fee per week will apply.  DILO reserves the right to apply a maximum of 90 days storage fees (not to exceed $650.00).   After 90 days, if the goods cannot be dispatched at a fixed delivery date, DILO reserves the right to use the customer provided freight carrier collect account to return the equipment to the owner without repair. If a customer shipping carrier collect account is not provided, DILO reserves the right to assume the equipment owner has voluntarily surrendered the goods, in which case disposal fees may apply.   Additionally, fees for all services performed will apply. (i.e., inspection, diagnostic, shipping)

 

Legal, Disputes & Litigation

  • Any disputes resulting in litigation between the parties shall be conducted in the state or federal courts of the State of Florida. Proceedings shall take place in the Circuit Court for Pasco County, Florida, the United States District Court for the Middle District of Florida, or such other Florida location or forum all at Purchaser’s election. The parties irrevocably waive any objection, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions, including any objection to the laying of venue based on the grounds of forum non conveniens and any objection based on the grounds of lack of in personam jurisdiction. THE PARTIES TO THE CONTRACT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THAT MAY EXIST TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON OR ARISING OUT OF, UNDER, OR IN ANY WAY CONNECTED WITH, THE CONTRACT OR THE PERFORMANCE OF WORK BY SUPPLIER HEREUNDER

 

Warranties:

  •  DILO warrants that products shall be delivered free from defects in material, workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications. The warranty for Products and/or services shall expire one (1) year from delivery/work scope completion, with the exception of software products which are warranted for 90 days from receipt of product. If Products or Services do not meet the above warranties, Customer shall promptly notify DILO in writing prior to expiration of the warranty period. DILO shall (i) at its option, repair or replace defective Products and (ii) re-perform defective Services. If despite DILO’s reasonable efforts, a non-conforming Product cannot be repaired or replaced, or non-conforming Services cannot be re-performed, DILO shall refund or credit monies paid by Customer for such non-conforming Products and Services. Warranty repair, replacement or re-performance by DILO shall not extend or renew the applicable warranty period. Customer shall obtain DILO’s agreement on the specifications of any tests it plans to conduct to determine whether a nonconformance exists.

Customer shall bear the costs of access for DILO’s remedial warranty efforts (including removal and replacement of systems, structures or other parts of Customer’s facility), uninstall, decontamination, re-installation and transportation of defective Products to DILO and back to Customer.

Customer may also be liable for travel and living expenses of a technician or representative of DILO to visit Customer facility to investigate warranty claim. These costs must be paid up front prior to executing a warranty claim. DILO may refund such costs at the discretion of management and will be done so only upon completion of warranty claim investigation. The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of Products, (b) Customer keeping accurate and complete records of operation and maintenance during the warranty period and providing DILO access to those records, and (c) modification or repair of Products or Services only as authorized by DILO in writing. Failure to meet any such conditions renders the warranty null and void. DILO is not responsible for normal wear and tear.

This warranty terms and conditions statement provides the exclusive remedies for all claims based on failure of or defect in Products or Services, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. The warranties provided in this section are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.

           - Other terms may apply

 

Recovery & Analysis Equipment with On-Site Services

In addition to the terms above, the following terms apply to Recovery & Analysis Equipment with On-Site Services:

  • Estimate includes the number of mobilization/demobilizations as required, for on-site SF6 Gas equipment rental, test equipment rental, gas handling & testing field services only.
  • Delays & cancellations, including but not limited to contractor delays, scheduling delays & cancellations, acts of God, etc. or delays and cancellations not directly due to DILO are subject to additional Time & Expenses costs, service fees, rental fees, etc.
  • Additional labor and expenses apply for time and expenses above the quoted amount per T&E rates outlined on quote document.
  • Additional rental fees apply for rental of equipment above and beyond quoted number of weeks (as applicable). Minimum one-week rental.
  • DILO requires a minimum of 4 - 6 weeks lead time for equipment & service scheduling (unless otherwise agreed to by both parties (i.e. expedited services). Lead times are subject to change. Lead times quoted will be in effect upon date of final Order Acknowledgement and confirmation of lead times for each line item quoted/ordered
  • Customer is responsible for shipping & receiving handling at site location of equipment and materials provided as part of this service. Delays in release for return shipment, missing all or part of equipment, etc., are subject to additional charges.
  • NOTE: DILO is responsible for shipping logistics & transport services of SF6 Gas recovery system and accessories as outlined on estimate document ONLY, unless otherwise specified. Transport costs will be billed as stated in section Shipping, Transport & Delivery
  • Customer is responsible for damages to equipment from receipt of equipment to release of equipment to the shipping transport company, for any damages which occur not due to DILO.
  • Customer is responsible for all clearance, lock-out/tag-out, licenses and outage management as well as fees and associated costs directly.
  • Customer is responsible to provide safe, free & clear access to work scope location. Including access to required power supplies, and access to Gas Insulated Equipment (GIE) to be serviced.
  • Customer is responsible to provide all required power supply, special tools and non-standard PPE required for work scope.
  • Customer is responsible to provide any on-site EH&S and site orientation training. Additional T&E may apply.
  • DILO is not responsible for any production loss, or costs associated with delays, unscheduled outages, etc.
  • Scheduling is subject to change upon availability of equipment, personnel or materials as outlined in the scope of work. Final scheduling will not be confirmed until a PO is received, and Order Acknowledgement is released to customer.
  • DILO Liabilities are capped to value of order. Standard insurance requirements included (additional fees apply for additional insurance requirements)
  • Other terms may apply

 

Rental Equipment

In addition to the terms above, the following terms apply to rental equipment:

This document and any related documents including but not limited to quote, drawings and forms transmitted as part of a services, equipment and/or materials quote are confidential and intended solely for the use of the individual or entity to whom they are addressed. Please do not distribute any part of documents provided by DILO without the expressed and written consent from DILO.

  • Estimate is firm fixed price based on quoted number of weeks (as applicable) and work scope hours outlined above.
  • Estimate includes one mobilization/demobilization, for SF6 Gas equipment rental. 
  • Delays & cancellations, including but not limited to contractor delays, scheduling delays & cancellations, acts of God, etc. or delays and cancellations not directly due to DILO are subject to additional rental fees, transport fees, re-stocking fees, etc.
  • Additional rental fees apply for rental of equipment above and beyond quoted number of weeks (as applicable)
  • Minimum rental periods are based on one-week rental.
  • Service Labor, expenses, parts and materials not included and may be quoted under separate cover.
  • DILO requires a minimum of 4 - 6 weeks lead time for rental equipment scheduling (unless otherwise agreed to by both parties (i.e. expedited services). Lead time for equipment, materials & parts are subject to change. Lead times quoted will be in effect upon date of final Order Acknowledgement and confirmation of lead times quoted.
  • DILO Liabilities are capped to value of order.
  • Standard insurance requirements included (additional fees apply for additional insurance requirements)
  • On-site service is not included in contract will be quoted under separate cover.
  • Other terms may apply

 

Confidentiality

This document and any related documents including but not limited to estimate, drawings and forms transmitted as part of services, equipment and/or materials estimate are confidential and intended solely for the use of the individual or entity to whom they are addressed.

Receiving party, customer and/or representatives of any organization, which distributes, or shares documents provided by DILO with 3rd parties without the expressed and written consent from DILO are subject to legal action as per local, state and/or federal laws and regulations.