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and conditions



Seller’s products are battery-based air-conditioning system for transportation trucks and related products. Seller’s products are listed in Schedule 1, which is attached to this agreement. 


  • All prices, payments and quotes shall be in US Dollars. 


  • All orders must be made by sending a written purchase order to Seller. Each purchase order must identify the product(s), requested delivery date(s), and state whether Seller or Buyer will ship. Seller shall not be liable in any way for unaccepted purchase orders and shall have sole discretion in acceptance of purchase orders, given that Seller shall not unreasonably reject a purchase order.


  • Each purchase order must be paid in full and in advance within ___ days of Seller’s reception of purchase order. 

  • Seller reserves the right, upon consultation with Buyer, to expand or reduce the products which are covered by this Agreement.




  • Buyer shall use its best efforts to promote and sell the product to the maximum number of customers possible. Before engaging in any or particular advertising of Sellers product, such as press advertisements, pamphlets, circulars, exhibition arrangements, etc., Buyer shall consult with and obtain Seller’s approval in writing.


  •  Upon Seller’s request, Buyer shall keep Seller reasonably informed about the sales of its products. 




  • Seller will take back any non-damaged product for a full refund within thirty days of purchase. Buyer shall be responsible for shipping costs and any damages incurred in shipping.


  • Seller will replace, free of charge, any product that has a manufacture’s defect within twelve calendar months from the date Buyer takes possession of the product. Seller will not be responsible for labor nor labor costs associated with the replacement. Seller will only replace the product, nothing more. Buyer will bear shipping costs.


  • Full refunds within thirty days of purchase for non-damaged goods and replacement of a manufactured defective product will be contingent upon the inspection and confirmation by Seller that there is: (1) in the case for a full refund within thirty days of purchase, there is no damage to the product; (2) in fact a manufacture’s defect, that the damage is in fact due to a manufacturers defect.


  • Buyer acknowledges that Seller is not the manufacturer of the products, and as such, will not be liable for any claim that arises out of the product(s) or the installation. Seller only warrants what is stated in this agreement. Buyer shall take the product “as is” from Seller. Seller disclaims warranty of merchantability. Seller disclaims all implied and expressed warranties, for the product itself and installation, except for what is expressly warranted by Seller. Buyer shall indemnify and hold Seller free and harmless in any suit based on tort, breach of contract, breach of warranty, or any other claim that may arise out of a product itself or from installation of a product. Buyer’s only remedy to a breach of any warranty expressly given by Seller that has not been addressed in this Agreement will be (contingent upon examination by Supplier), repair, or replacement if repair not possible, if said breach occurred within one year of purchase.


  • If any damages are alleged due to the installation of the product(s) by Seller, Seller may inspect the alleged damages and its cause(s). 


  • In the case that Seller finds that damages arise out of the installation by Seller within twelve months after installation by Seller, Seller shall reinstall the product(s) at no cost to Buyer. 




  • At a cost of, Seller will install the product(s) for Buyer. 



  • Buyer may not customize, modify, or have customized or modified any product unless it obtains the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. Nor may Distributor deviate in any way from the installation instructions that is required to obtain and maintain certification.



  • This contract is construed pursuant to the laws of the State of Texas, and as such, Texas law will govern . Both parties consent to the exclusive personal jurisdiction of the State of Texas. Any claim or dispute that arises out of this agreement must be brought to arbitration. However, if arbitration is held to be invalid, any lawsuit brought forth out of this agreement shall be brought in a Texas state court in Hidalgo County. Should any lawsuit be brought within a federal court, it shall be in the Southern District of Texas, McAllen Division. 




  • Both parties hereby consent to arbitration in any and all disputes between the parties that arises out of this contract and waive the right to bring any claims, disputes, and other matters relating to the contract or its breach in any court. Arbitration shall be held in Hidalgo County, Texas at __________________. Any resolution that comes out of arbitration shall be binding on both parties. In arbitration, each party will be allowed three representatives. Texas state law shall govern arbitration. 


  • The Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable.




  • Shipment of product(s) can either be made by Seller or Buyer. Buyer shall give the destination in every purchase order. 


  • All delivery costs shall be paid by Buyer, regardless of which party ships.


  • If Seller ships, it shall be F.O.B. place of shipment.


  • If Buyer ships, it shall be F.O.B. place of destination as stated in the purchase order.




  • Identification shall occur when goods are shipped, marked or otherwise designated by the seller as products to which the contract refers, or as otherwise agreed to in writing. Identification does not affect risk of loss as stated in this agreement. 




  • Seller shall use its best efforts in filling orders submitted by Buyer in a reasonable and timely fashion. Seller shall immediately notify Buyer of any known or anticipated delays in filling new or previously entered purchase orders and the estimated duration of any delays so that Buyer may fairly represent this information to existing or potential customers. Under no circumstances shall Seller be responsible to Buyer or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, surge in orders, acts of nature, freight embargo, war, civil disturbance, vendor problems, or any cause beyond Supplier's reasonable control.




  • No party shall assign its rights or obligations under this Agreement in whole or in part, without the prior written approval of the other party.




  • The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.




  • This Agreement, together with any attached schedules, addendums, or price quotations, constitute the entire agreement between Seller and Buyer and supersedes all prior agreements or understandings with respect to the subject matters contained herein. This Agreement shall not be amended, altered, or changed except by a written agreement signed by both parties.




  • If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected unless such invalidity defeats the primary intent of the parties, which is to maintain a long-term distribution agreement and promote the product(s). 



  • Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either party, or either party becoming subject to a composition for creditors, whether by law or agreement, or either party going into receivership or otherwise becoming insolvent, this Agreement may be terminated by either party by giving written notice of termination to the other party, such termination immediately effective upon the giving of such notice of termination.


  • In the case of any change in control, management, or operating personnel of Buyer, Seller will have the right to terminate this Agreement after notifying Buyer of Seller’s objection within thirty days of discovery of the change. 

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