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| Terms of Use |
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TERMS AND CONDITIONS OF USE
THE TERMS AND CONDITIONS SET FORTH ON THIS FORM (THE "TERMS") AND ANY WRITTEN
AGREEMENT EXECUTED BY BUYER AND AIRGAS, INC. ("AGREEMENT") CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN AIRGAS, INC., BY AND ON BEHALF OF ITS SUBSIDIARIES AND
AFFILIATES, ("AIRGAS") AND BUYER ("BUYER"). AIRGAS WILL NOT BE BOUND BY ANY
ADDITIONAL OR DIFFERENT TERMS ON BUYER'S ORDER OR OTHER DOCUMENTS THAT ARE
INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE
BY (1) WRITTEN ACCEPTANCE, (2) USE OF AIRGAS' ONLINE ORDERING SYSTEM OR (3)
RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM AIRGAS, WHICHEVER FIRST
OCCURS.
Orders
Buyer will submit orders for products and services through Airgas' online
ordering system for safety supplies, industrial, medical and specialty gases,
welding products, tools and related equipment and services, located on the
World Wide Web at www.airgas.com.
These Terms apply to all orders for products and services accepted
by Airgas. Acceptance of Buyer's order by Airgas will be made only on the
express understanding and condition that insofar as these Terms conflict with
any terms and conditions in Buyer's order, these Terms shall govern. No order
shall be binding upon Airgas until Airgas sends Buyer confirmation of such
order through electronic mail, facsimile, or other written communication.
Prices, Taxes, Payment
All prices quoted, all orders accepted, and all billings rendered are exclusive
of all federal, state and local withholding, excise, sales, use and similar
taxes, fees, or charges imposed by any governmental authority on this
transaction. All prices presented on the site are subject to change at any time
and without notice. Buyer will reimburse Airgas for any such tax, fee or
charge, at the time of sale or thereafter, that Airgas is required to pay.
Terms of payment are Net 30 days unless otherwise stated at time of order and
on confirmation. In the event that payment is not received within the time
period specified in the payment terms, any unpaid balance shall bear interest
at the rate of 1.5%per month, or the maximum amount allowed by law, if lower.
At its discretion Airgas may extend credit to Buyer, and any amount of credit
extended by Airgas to Buyer may be changed or withdrawn completely by Airgas at
anytime without prior notice. On any order for which credit is not extended by
Airgas, shipment or delivery shall require, at Airgas' election, cash with
order (in whole or in part), or C.O.D. or sight draft attached to the bill of
lading or other shipping documents, and all costs of collection shall be paid
by Buyer. If any proceeding is brought by or against Buyer under bankruptcy or
insolvency laws, Airgas shall be entitled to cancel any order by Buyer then
outstanding without prior notice.
Returns, Changes and Cancellations
Cancellations of and changes to orders for products and services, and returns
of products by Buyer, will be subject to Airgas' then-existing return, change
and cancellation fees. Upon the request of Buyer, Airgas will use commercially
reasonable efforts to inform the Buyer of the return, change, and cancellation
policies existing at the time of Buyer's request. Airgas reserves the right to
modify its return, change, and cancellation policies and fees at any time and
without notice to Buyer. Buyer agrees to pay all charges resulting from such
returns, changes and cancellations, and including, without limitation, storage
and shipment costs, costs of producing non-standard materials, costs of
purchasing non-returnable materials, and any other cost resulting from
cancellations, changes or returns.
Title, Delivery, and Acceptance
All sales of products are made F.O.B. the shipping point. Buyer will be
responsible for all shipping and insurance charges, and will reimburse Airgas
for all shipping and insurance costs Airgas incurs. Title and risk of loss of
or damage to the products shall pass to Buyer on the date the products are
delivered to a common carrier at the shipping point ("Shipment Date"). In the
event of any default by Buyer, Airgas may decline to make further shipments
without in any way affecting its rights. Airgas will not be liable for delay or
non-delivery of the products, resulting or arising from any cause beyond the
reasonable control of Airgas. The products will be deemed accepted on the
Shipment Date.
Security Interest
Until full payment has been received, Airgas reserves, a purchase money
security interest in the products sold. Buyer agrees to execute any document
appropriate or necessary to perfect the security interest of Airgas, or in the
alternative, Airgas may file these Terms as a financing statement and/or
chattel mortgage.
Use of Products
The products sold by Airgas are not intended for human consumption and use.
Buyer acknowledges that the products may not have been tested for safety and
efficacy in commercial or any other use. The products may contain gases and
chemicals, which may be harmful if misused. Due care should be exercised with
all products to prevent direct human contact. Airgas provides material safety
data sheets ("MSDS") or other instructions with the initial shipment of
products. Buyer shall provide the MSDS and instructions to all personnel of
Buyer, and to any third party authorized by Buyer to use products purchased
hereunder by Buyer, prior to the handling and use of the products by such
personnel or third party. Buyer shall ensure that such personnel at all times
use the products strictly in accordance with the MSDS, the instructions, and
any warnings on the labels of the products; and Buyer shall obtain written
assurances from such third party that the third party will at all times use the
products strictly in accordance with the MSDS, the instructions, and any
warnings on the labels of the products. Only qualified, trained professionals
who are familiar with the hazards associated with such gases and chemicals
should handle all gases and chemicals.
Confidential Information
"Confidential Information" shall mean any information disclosed by one party to
the other which is marked or identified as "Confidential", "Proprietary" or in
some other manner to indicate its confidential nature, or information which the
receiving party should know that the disclosing party would reasonably regard
as confidential. Each party shall treat as confidential all Confidential
Information of the other party, shall not use such Confidential Information
except as set forth herein, and shall use reasonable efforts not to disclose
such Confidential Information to any third party. Without limiting the
foregoing, each of the parties shall use at least the same degree of care,
which it uses to prevent the disclosure of its own confidential information of
like importance to prevent the disclosure of Confidential Information disclosed
to it by the other party under this Agreement. Each party shall promptly notify
the other party of any actual or suspected misuse or unauthorized disclosure of
the other party's Confidential Information. Notwithstanding the above, neither
party shall have liability to the other with regard to any Confidential
Information of the other which the receiving party can prove:
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was in the public domain at the time it was disclosed or has entered the public
domain through no fault of the receiving party;
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was known to the receiving party, without restriction, at the time of
disclosure;
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is disclosed with the prior written approval of the disclosing party;
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was independently developed by the receiving party without any use of the
Confidential Information;
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became known to the receiving party, without restriction, from a source other
than the disclosing party, without breach of this Agreement by the receiving
party and otherwise not in violation of the disclosing party's rights; or
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is disclosed pursuant to the order or requirement of a court, administrative
agency, or other governmental body; provided, however, that the receiving party
shall provide prompt notice thereof to the disclosing party to enable the
disclosing party to seek a protective order or otherwise prevent or restrict
such disclosure. Breach of the confidentiality obligations set forth in this
Section 7 may cause irreparable damage and therefore, the injured party shall
have the right to equitable and injunctive relief, and to recover the amount of
damages (including reasonable attorneys fees and expenses) incurred in
connection with such unauthorized use. Upon expiration or termination of this
Agreement, each party shall return all tangible Confidential Information
received from the other party. Notwithstanding the foregoing provisions of this
Section 7, Airgas will have the right to use, sell, or otherwise distribute
aggregated statistical information regarding Buyer's use of Airgas On-line in
accordance with Airgas' Privacy Policy; provided, however, that Airgas shall
not disclose the name or identity of the Buyer, or any information or data from
which such name or identity could reasonably be discerned. In consideration of
the above, Buyer agrees that all information on the site including information
related to the customer, accounts, electronic catalogue, pricing, and other
information are all confidential information and property of Airgas.
Indemnity
Buyer shall indemnify, defend, and hold harmless Airgas and its employees,
agents, successors, officers, and assigns, from any suits, losses, claims,
demands, liabilities, costs and expenses (including attorney and accounting
fees) that Airgas may sustain or incur arising from (a) Buyer's use of the
products (including without limitation to storage, handling, and transportation
of products), (b) use of the products by a third party with Buyer's
authorization, (c) use of the products by a third party without Buyer's
authorization, where such unauthorized use is due to Buyer's negligent act or
omission, or willful misconduct, (d) Buyer's failure to comply with any
applicable laws and regulations (including without limitation those regarding
the export of products or technology abroad, the Toxic Substance Control Act,
and the Emergency Planning and Community Right-to-Know Act of 1986, or to
obtain any licenses or approvals from the appropriate government agencies
necessary to purchase and use the products), or (e) the Buyer's breach of any
of its obligations set forth in these Terms or in the Agreement. Airgas will
provide Buyer with: (i) prompt written notice of such claim of which Airgas is
aware; (ii) control over the defense and settlement of such claim; and (iii)
proper and full information and assistance at Buyer's expense to settle and/or
defend any such claim. Notwithstanding the foregoing, Buyer shall not settle
any such claim, suit or proceeding without the written consent of Airgas, which
shall not be unreasonably withheld.
Prospective Statements
Any forward-looking statements contained in or on Airgas On-line including,
without limitation, those concerning projected costs, profit, demand for gases,
net income after taxes and earnings per share, involve risks and uncertainties,
and are subject to change based on various factors, including, without
limitation, the impact of changes in economies, achievement of cost reductions
and efficiencies, changes in currencies, changes in interest rates, the
continued development and acceptance of new products and processes, the impact
of competitive products and pricing, future mergers and acquisitions (including
any related charges, transactions costs and operational risks), risks
associated with foreign operations, litigation, the impact of tax and other
legislation and regulation in the jurisdictions in which the company operates,
and other risk factors listed from time to time in Airgas' SEC reports.
Warranties and Disclaimers
All information appearing on Airgas On-line is provided "AS IS" and without
warranties of any kind with respect to its correctness, accuracy, reliability
or otherwise. Airgas provides no warranty with respect to Airgas On-line or the
products and/or services sold hereunder, except those products directly
manufactured by Airgas and services directly provided by Airgas. For products
not directly manufactured by Airgas and services not directly provided by
Airgas, Buyer receives a warranty on such products or services, if any,
directly from the manufacturer of those products or provider of those services
to the extent such "pass-through" warranties are available. Upon the request of
the Buyer, Airgas will use commercially reasonable efforts to inform the Buyer
of the warranty policy of a particular manufacturer or service provider, or to
direct Buyer to a source of such information. AIRGAS MAKES NO OTHER WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO AIRGAS ON-LINE OR THE PRODUCTS AND SERVICES
SOLD HEREUNDER. AIRGAS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AIRGAS
DOES NOT WARRANT THAT OPERATION OF AIRGAS ON- LINE WILL BE UNINTERRUPTED OR
FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT AIRGAS ON-LINE OR ITS
SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
AIRGAS SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR
SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF
BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT,
EVEN IF AIRGAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS
EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS
AGAINST BUYER. AIRGAS' TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY
PRODUCT OR SERVICE SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY
BUYER FOR SUCH PRODUCT OR SERVICE.
General
Airgas reserves the right to modify any programs, policies, information,
products and services contained on Airgas On-line at any time and without
notice to Buyer. A Buyer who uses information contained on Airgas On-line or
makes decisions based on such information does so at his own risk. These Terms
and performance by the parties hereunder shall be construed in accordance with
the laws of the Commonwealth of Pennsylvania, without regard to provisions on
the conflicts of laws. Buyer and Airgas consent to the exclusive venue in, the
state and federal courts of the Commonwealth of Pennsylvania. Buyer shall not
assign (a) any order for products and/or services placed through Airgas On-line
or (b) any interest in or any rights under such order, without the prior
written consent of Airgas. These Terms constitute the entire agreement between
Airgas and Buyer and supersede all previous communications, representations and
agreements (except for the Agreement), whether oral or written, between Buyer
and Airgas with respect to the subject matter hereof. These Terms may not be
modified, supplemented, qualified, or interpreted except in writing signed by
Buyer and Airgas. The failure by Airgas to enforce at any time any of the
provisions in these Terms will in no way be construed as a waiver of such
provisions.
Access and Use of Information
Access to this site is limited to viewing the linked pages solely for
legitimate business purposes to access the information provided by Airgas at
this site. Any access or attempt to access other areas of the Airgas computer
systems or other information contained on the system for any purposes is
strictly prohibited. You may not use any information contained on this site
other than in connection with a legitimate business purpose.
Trademarks
This site contains many Airgas, and third-party trademarks and service marks.
All marks are the property of their respective companies. All rights in the
intellectual property contained in this Web site including copyright,
trademarks, trade secret and patent rights are reserved. Access to this Web
site does not constitute a right to copy or use any of the third parties'
intellectual property of Airgas or its suppliers. Statutory notice contained
herein represents trademark status in the United States.
Copyright
All materials contained on this Site are subject to the ownership rights of
Airgas, Inc. and its Suppliers. Airgas hereby authorizes you to make a single
copy of the content herein for your use in learning about, evaluating, or
acquiring Airgas services or products. You agree that any copy made must
include Airgas copyright notice. No other permission is granted to you to
print, copy, reproduce, distribute, transmit, upload, download, store, display
in public, alter, or modify the content contained herein.
Submissions
All remarks, suggestions, ideas, graphics or other information communicated to
Airgas through this site will forever be the property of Airgas. Unless
otherwise specified in writing, all material submitted to Airgas will be
presumed to be public and Airgas will not be required to treat the information
as confidential. Airgas shall have exclusive ownership of all present and
future existing rights in the information, without compensation to the person
sending the information.
Complete Agreement
The terms and conditions of use contained in Airgas' Web site Terms and
Conditions of Use contained herein, forms, acknowledgments, quotations,
invoices and sales terms and conditions, are incorporated herein by reference
and constitute the entire and exclusive agreement between BUYER and the Airgas.
Separability
If any provision of these Terms of Purchase shall be deemed illegal or
unenforceable, such illegality or unenforceability shall not affect the
validity and enforceability of any other legal provisions hereof which together
shall then be construed as if such illegal and unenforceable provision or
provisions had not been inserted herein, unless such illegality or
unenforceability shall destroy the underlying business purpose of these Terms
and Conditions of Use.
Questions Regarding Terms and Conditions of Use
Any questions regarding the Airgas On-line Terms and Conditions of Use should
be directed to Airgas at custserv@airgas.com or On-Line Customer Service,
Airgas, Inc., 259 North Radnor-Chester Road, Radnor, PA 19087.
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