Guarantee

1. Carey Sales & Services, Inc. (hereafter referred to as Carey Sales) guarantees their repairs and installations against defective workmanship or materials as follows:

• Mechanical repairs in the shop or in the field, for 90 days.
• Installation of new equipment, for 90 days.
• The guarantee period begins on the date the equipment is delivered or, in the case of on-site service, the date the work is completed.
• Failures due to misuse, improper storage, improper application, environmental conditions on site that are adverse to the equipment’s operations, theft, excessive load, improper connections, or improper voltage are not covered under this guarantee. Any loss caused by these or other such conditions is not covered under this guarantee.
• Charging or adding refrigerant is not covered under the 90 day guarantee, unless the leaking component is replaced. Simply adding refrigerant does not fix a leak or damaged component.
• Carey Sales & Services’ guarantee is applicable only to the extent of the work performed and material used in this repair or installation. Problems that develop after the item is returned to Service, that are different from the ones corrected at the time of this repair will not be covered by this guarantee.

2. All merchandise carries the standard factory warranty, unless stated otherwise in the invoice.

3. In the event of Carey Sales’ breach of guarantee, the Buyer’s exclusive remedy shall be that Carey Sales will (1) make all necessary adjustments, repairs and replacements subject to the terms and conditions of the agreement and (2) replace any parts which were installed hereunder and found to be defective at the time of installation. New replacement units will not be a remedy unless agreed to by the manufacturer as a warranty replacement.

4. Time spent in diagnosing equipment is billable time regardless of whether the customer chooses to move forward with the suggested repair.

5. Carey Sales shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to produce product, supplies or raw materials, severe weather conditions, fire or other casualty, governmental restriction, or loss of profits, inconvenience or other consequential damages due to any theft, damage, loss, defect or failure of the leased equipment or due to the time consumed in recovering, repairing, servicing or replacing same and there shall be no abatement or apportionment of rental during such time; any other circumstances or cause beyond the control of Carey Sales in the conduct of its business.

Terms Of Payment

6. All purchases must be paid in full at the time that the service is rendered, unless previous credit terms have been established by the customer through the Carey Sales finance office. Project Billing will apply to all orders over $10,000. Project billing requires a minimum one third (1/3) of the total sale amount due upon signing. One third (1/3) is then due upon the receipt of merchandise at Carey Sales, and the final balance is due upon completed delivery or customer pick‐up of the merchandise. If delivery has not been scheduled within 30 days of Carey Sales receipt of the merchandise, the remaining balance will be due. See Project Scheduling & Delay of Project Fees in these terms and conditions for details.

7. Orders under $10,000 will require a 50% deposit upon placing the order, and the remaining balance is due when the equipment is delivered, or in the case of labor items when the work is complete.

8. Full payment is due in advance of any custom or made to order products. Deposits for custom or made to order products are non-refundable.

9. No cash discounts allowed on Freight or other charges.

10. Due to the cost associated with return checks, a $50 charge will be assessed on all such returns.

11. International accounts accepted against Letter of Credit or checks in advance only, unless credit has been established.

12. Accounts not paid within thirty (30) days are overdue. A late charge of 2% per month is charged on all accounts not paid within thirty (30) days of the invoice date. All payments received after the imposition of Late charges shall be applied first to the Late charges which have been assessed on the account and then to the account balance thereafter remaining, and this application of payments shall prevail unless otherwise agreed to in writing by an officer of Carey Sales. Should a buyer’s account be referred to an attorney for collection after it is considered “overdue”, the buyer will be charged for all collection expenses, including attorney’s fees equal to 25% of the account balance, plus any court cost related to the collect process.

13. Payments made by Credit Card are subject to a convenience fee that is 3% of the total including tax.

APPLYING FOR CREDIT TERMS

14. New accounts must complete the Application for Credit Terms form, and furnish no less than 3 trade references, in addition to Bank information and copy of State resale tax certificate if applicable. Include complete names, addresses, phone numbers, fax numbers, and contact names. Carey Sales has the right to refuse credit terms for any reason, and may revoke credit terms at any time for any reason Carey Sales deems appropriate.

15. Subject to credit approval by Carey Sales finance office, an invoice covering materials and services rendered will be mailed, and emailed to the buyer. The invoice will be due in 30 days.

ACCEPTANCE

16. Buyer is responsible for final review of their accepted quote. By accepting a quote, the Buyer is verifying that the quoted equipment is correct for their needs. If an error is found after an item is shipped or upon installation, the Buyer will be responsible for any shipping or delivery fees, restocks, and the difference of the price (if any) to purchase the replacement merchandise.

17. Prices are subject to change without notice; because of the unforeseen rising cost of imported goods and raw materials, or changes in the relationships with vendors. Quoted prices will only be good for the time frame listed on the quote. If no expiration date is listed, the standard 30 day expiration date applies.

18. Any estimates for materials or labor are a ballpark price, and the actual price may vary + or – 10%.

19. Back orders will be shipped when available, unless notified to cancel.

20. Written confirmation is required for all phone orders. Otherwise, Carey Sales cannot be responsible for misunderstandings or mistakes. It is the Buyer’s responsibility to specify the correct gas, water pressure, and power type for the facility. Any required alterations to the facility or the equipment will be the responsibility of the Buyer.

21. All shortages or damaged goods must be reported to Carey Sales within 5 working days. Mark cartons and bill of lading or invoice (if applicable) damaged or shorted. Notify Carey Sales immediately, by calling during regular business hours (410-945-7878) and emailing careysales-service@careysales.com.

CANCELLATIONS/RETURNS/RESTOCKING CHARGES

22. Any non-custom (or non made to order) order may be terminated by Buyer, only upon written notice prior to shipment from the factory and upon payment of reasonable and proper termination charges plus 15% of the contract price or forfeiture of deposit at Carey Sales’ option. Such reasonable and proper termination charges may include, but are not limited to all costs associated with the order which have been incurred up to the date of receipt of the written termination.

23. In the event any proceeding is brought against the Buyer, voluntarily or involuntarily, including but not limited to proceeding under the bankruptcy or any insolvency law, Carey Sales shall be entitled to cancel any order outstanding at any time. Any deposits will be forfeit, and any claim to equipment purchased for their project will be forfeit, at which time Carey Sales may chose to sell the equipment to the benefit of Carey Sales.

24. All returned merchandise must be like new. Used, washed, stickered, abused or otherwise damaged merchandise will not be accepted, a credit will not be issued, and the Buyer will be responsible for the full retail value of the equipment. Items must be accompanied by a receipt. Store credit only.

25. If orders are cancelled or returned after the items have shipped, the Buyer is responsible for paying all shipping charges incurred by the initial shipment, and the returned shipping costs as well.

26. Special order items or custom items are not eligible for return, and full payment (if not pre-paid) from the Buyer is due upon Carey Sales’ receipt of the items regardless of installation date.

27. Electronic parts are not eligible for return.

28. No merchandise returns accepted without prior agreement from the office. If permission is granted, merchandise must be prepaid only and will be subject to a minimum 35% restocking charge.

DELIVERY & INSTALLATION & RENTAL

29. Shipping dates are estimates which are not guaranteed and are based upon prompt receipt of all necessary information and pre-payment. Unless otherwise stated on the quote, delivery quotes are provided assuming reasonable and clear access to the site at ground level, and the site is prepared to have work done. However, if conditions upon arrival are not as stated here, if the site is not ready for work to be performed or if the site is not accessible, the time spent gaining access or spent preparing the site for work will be billed in addition to any quoted delivery fee.

30. Title will pass and delivery will be F.O.B. point of shipment. Risk or loss or damage will pass to Buyer upon shipment.

31. Carey Sales retains ownership of the title of property of merchandise that is purchased or leased on terms, or rented, until full payment of the invoice is received.  Until that time, the Merchandise is not transferable or assignable and must be returned to Carey Sales in the event that the Buyer’s business is sold, closes or is liquidated.

32. All plumbing, drain lines, electrical wiring, electrical and control wiring, gas connections and/or final connections are to be done by appropriate trades. Food Service Equipment requires low pressure gas, and the Buyer is responsible for ensuring the gas pressure on site meets the equipment requirements. Food Service Equipment requires low pressure gas, and the Buyer is responsible for ensuring the gas pressure on site meets the equipment requirements. Buyer is responsible for all permits. Plumbing contractors are to install all flexible gas lines with quick disconnect connections and restraining cable on cooking equipment.

33. Carey Sales does not install exhaust hood fans, curbs or duct work.

34. General Contractors will insure that walls will not be constructed prohibiting the installation of equipment.

35. Regarding the installation of Walk-In Boxes: Electricians are responsible for wiring, heat tape, control wiring, wiring of lights or door heaters. A plumbing contractor is responsible for running condensate drain lines from the evaporator to an open drain with no less than ½” inch per foot pitch. Sprinkler System: Any installation of a building sprinkler system in the inside of a Walk in box must be completed by the Sprinkler contractor, including but not limited to penetrating and sealing walk in panels.

36. Regarding Remote Refrigeration: The General Contractor is to provide any platforms, rails or pads required for placement of condensing units. General Contractor will provide all roof, wall, floor and ceiling penetrations, pitch pockets or sleeves, and is responsible for sealing of the same. Refrigerant lines based on a fifty foot (50’) run per compressor. Line runs that are determined to be longer than fifty foot (50’) run per compressor are subject to additional price costs for materials. General Contractor is responsible for providing clear and open access for installation of refrigeration lines prior to any wall or ceiling enclosures. Failure to do so will result in additional charges.

DESIGN SERVICES

37. All Carey Sales design services are space plans only, unless otherwise indicated on the final invoice, and are not intended for use as utility or mechanical drawings or as any type of construction document. Space plans that are provided to show layout prior to a purchase order, are for Carey Sales use only. If these space plans are provided to a Buyer, each plan, and revision may be billed additionally for a fee, not to exceed $500 each. Payment will be due for space plans upon acceptance of the equipment order. In the event that space plans were provided, but the equipment and labor package are put to bid using the space plan as a foundation for the spec, payment will be due immediately upon the Bid due date.

PROJECT SCHEDULING & DELAY OF PROJECT FEES:

38. Buyers are expected to make all reasonable efforts to schedule delivery of their equipment.  However, in the event a scheduled date has not been chosen within 30 days of Carey Sales receipt of all merchandise for the project, the remaining balance of the merchandise for the project will be due immediately on that date, hereafter known as the “balance due date”.  This applies to any and all order of parts or other merchandise.

39. Equipment stored longer than fourteen (14) days after scheduled delivery date, or the balance due date, will incur a storage charge of one percent (1%) of selling price of equipment, to be continually accessed each 30 days after until the time that the equipment is fully delivered and accepted.  These fees will be accessed at the discretion of Carey Sales, and may be postponed based on what Carey Sales considers to be a reasonable petition for delay of project.

FORFEITED MERCHANDISE & DEPOSITS:

40. It is the responsibility of the Buyer to take possession and schedule delivery of the products they intend to purchase.  As such, if a Buyer does not take possession of their purchased merchandise, within 12 months of Carey Sales’ receipt of said merchandise, the items and their value will be forfeited to Carey Sales and may be returned or sold at Carey Sales’ discretion and for the benefit of Carey Sales.  Deposits will be forfeit twelve (12) months after Carey Sales’ receipt of the merchandise. Storage fees still apply for the 12 months the merchandise was stored.

41. Any deposits made towards custom or special order items are non-refundable and forfeit upon placing the order. If the order is cancelled prior to Carey Sales’ receipt of the items, or prior to any services rendered, then Carey Sales may waive any open balance after application of the deposit at their discretion.

LIMITATION OF LIABILTY

Customer agrees to hold Carey Sales harmless and hereby releases Carey Sales from any and all indirect, special, incidental, consequential or other similar damages, even if Carey Sales has been advised of the possibility of such damages, and damages, liabilities, claims losses or expenses whatsoever resulting from, but not limited to, inadequacy of the equipment for any purposes or by any defect
therein or by any delay in providing equipment, loss of use, loss of business, loss of profits, or of plant, equipment or production,
lost man hours or any additional losses/cost arising out of or in connection with the service by any Carey Sales technician or representative required, without limitation, to correct or repair any malfunction in the equipment, even if Carey Sales has been advised of such damages.

EXPENSES

Buyer shall pay all of Carey Sales’ expenses, including reasonable attorney’s fees, incurred by Carey Sales in connection with any breach by Buyer of this agreement, whether or not a lawsuit is filed.

NON-WAIVER

The failure of Carey Sales to enforce any rights under this contract of sale shall not be construed as a waiver of such rights or any other rights under the contract of sale.

MISCELLANEOUS

All Clerical Errors are subject to correction. The invalidity, in whole or in part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph of this agreement.