Terms and Conditions

BAIRCO, INC.

Standard Sales Terms & Conditions

These Terms and Conditions govern all quotations, sales, purchase orders, acknowledgments, shipments, and invoices issued by Bairco, Inc. ("Bairco").

1. Acceptance of Terms

All sales are expressly subject to these Terms and Conditions. Submission of a purchase order, written authorization, email authorization, electronic acceptance, verbal authorization to proceed, acceptance of delivery, or payment of an invoice constitutes the Customer's acceptance of these Terms and Conditions.

Any terms or conditions contained in a Customer's purchase order or other document that differ from or conflict with these Terms and Conditions are expressly rejected and shall not be binding upon Bairco unless accepted in writing by an authorized representative of Bairco.

2. Quote Validity

Unless otherwise stated in writing, all quotations are valid for twenty (20) business days from the date of issue.

Pricing, availability, and lead times are subject to change after the quotation expires.

A quotation does not constitute acceptance of an order.

3. Order Acceptance

All orders are subject to review and acceptance by Bairco.

Receipt of a purchase order or other commitment to purchase does not obligate Bairco to accept the order.

Bairco reserves the right, prior to shipment, to:

  • Reject any order

  • Correct clerical, typographical, or pricing errors

  • Revise pricing due to material cost increases or supplier changes

  • Modify estimated lead times

  • Cancel orders due to material shortages, supplier limitations, force majeure events, credit concerns, or other circumstances beyond Bairco's reasonable control

If an order cannot be fulfilled as originally quoted, Bairco will notify the Customer before shipment whenever reasonably practicable.

4. Pricing

All prices are subject to change without notice until an order has been accepted by Bairco.

Pricing is based on current raw material costs, labor costs, transportation costs, and supplier pricing.

Bairco reserves the right to correct pricing errors at any time prior to shipment.

Taxes are not included unless specifically stated.

5. Payment Terms

Unless an approved credit account has been established with Bairco, payment terms are Credit Card.

Approved credit accounts are subject to the payment terms shown on the invoice.

Past due balances may accrue interest at 1.5% per month (18% annually) or the maximum amount permitted by applicable law.

Customer agrees to pay all reasonable collection costs, including attorney fees and court costs where permitted by law.

Bairco reserves the right to suspend production, shipment, or future orders for delinquent accounts.

6. Freight & Shipping

Unless otherwise stated in writing:

  • All shipments are FOB Shipping Point.

  • Freight, shipping, fuel surcharges, expedited freight, residential delivery charges, liftgate charges, limited access fees, and all carrier accessorial charges are the responsibility of the Customer.

  • Bairco reserves the right to determine the shipping method and carrier unless specific routing instructions have been agreed upon.

  • Freight charges may be prepaid and added to the invoice.

  • Shipping dates are estimates only and are not guaranteed.

7. Delivery & Lead Times

Quoted lead times are estimates only.

Lead times begin after receipt of:

  • Purchase Order or written authorization

  • Required deposit (if applicable)

  • Final approved specifications

Bairco shall not be liable for delays caused by suppliers, transportation providers, labor shortages, weather, government actions, or other events beyond its reasonable control.

8. Order Changes & Cancellations

Requests to modify or cancel an order must be submitted in writing.

Bairco may accept or reject requested changes based on production status.

Customer-requested changes may result in revised pricing, revised lead times, cancellation charges, or additional freight charges.

Orders for custom manufactured products may not be canceled once raw materials have been ordered or production has begun.

9. Returns

No merchandise may be returned without prior written authorization from Bairco.

Approved returns may be subject to:

  • Restocking fees

  • Inspection

  • Repackaging charges

  • Return freight charges

Returned merchandise must be unused, in original condition, and received within the authorized return period.

10. Custom Products

The following products are Non-Cancelable and Non-Returnable (NCNR):

  • Custom size filters

  • Custom manufactured products

  • Special order products

  • Made-to-order products

  • Private label products

  • Products manufactured to Customer specifications

  • Non-stock items ordered specifically for the Customer

Once production has begun or materials have been ordered, these products cannot be canceled or returned.

11. Customer Specifications & Application Responsibility

Bairco manufactures products in accordance with the specifications, dimensions, and requirements provided or approved by the Customer. If complete specifications are not provided, Bairco may use its commercially reasonable judgment, based on the information available, to manufacture or supply a product. Any such recommendation or product selection is provided as a convenience to the Customer and does not constitute a guarantee that the product is suitable for the Customer's intended application.

The Customer is solely responsible for reviewing and approving all product specifications, dimensions, quantities, materials, and performance requirements prior to production or shipment. The Customer is also solely responsible for determining that the products ordered are appropriate for the intended application, operating conditions, and all applicable codes, regulations, and industry standards.

Unless expressly agreed to in writing, Bairco does not provide engineering, design, or system certification services.

Bairco shall not be liable for errors, product performance, or application issues resulting from:

  • Incorrect, incomplete, or omitted dimensions, specifications, drawings, or other information provided by the Customer;

  • The Customer's failure to review or verify product specifications prior to production or shipment;

  • The Customer's selection or use of a product for an application for which it was not intended;

  • Modifications, improper installation, improper maintenance, misuse, abuse, or operation outside the product's intended design parameters.

If Bairco recommends a product based on information supplied by the Customer, that recommendation is made in good faith and based solely upon the information provided. The Customer remains responsible for verifying that the recommended product meets all performance, safety, regulatory, and application requirements before installation or use.

12. Inspection & Claims

Customer shall inspect all shipments immediately upon receipt.

Any shortages, shipping damage, defects, or discrepancies must be reported in writing within five (5) business days of delivery.

Failure to notify Bairco within this period constitutes acceptance of the shipment.

13. Storage

Completed orders requested to be held by the Customer for more than thirty (30) days after completion may be invoiced as complete and may be subject to reasonable storage charges.

14. Partial Shipments

Unless otherwise agreed in writing, Bairco reserves the right to make partial shipments and invoice each shipment separately.

15. Warranty

Bairco warrants only that products supplied will be free from defects in material and workmanship at the time of shipment.

This warranty does not cover improper installation, misuse, abuse, improper storage, normal wear, or application outside the intended operating conditions.

Except as expressly stated herein, Bairco disclaims all other warranties, including any implied warranties of merchantability or fitness for a particular purpose.

16. Limitation of Liability

Bairco's maximum liability arising from any transaction shall not exceed the purchase price of the product giving rise to the claim.

Under no circumstances shall Bairco be liable for indirect, incidental, consequential, punitive, or special damages, including but not limited to lost profits, production downtime, business interruption, labor costs, or replacement costs.

17. Force Majeure

Bairco shall not be responsible for delays or failure to perform caused by events beyond its reasonable control, including but not limited to natural disasters, severe weather, supplier shortages, transportation interruptions, labor disputes, acts of government, war, pandemics, utility interruptions, or other unforeseen events.

18. Governing Law

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of New York.

Any legal action arising from these Terms and Conditions shall be brought exclusively in a court of competent jurisdiction located in the State of New York.

19. Entire Agreement

These Terms and Conditions constitute the entire agreement between Bairco and the Customer with respect to the sale of goods and supersede any conflicting provisions contained in purchase orders or other Customer documents unless expressly agreed to in writing by Bairco.