Venta Air Technologies, Inc. – Terms and Conditions of Sale:

I. Contract

These terms and conditions of sale (“T&Cs”) apply to all purchases of products and/or services and support (“Products”) sold by Venta Air Technologies, Inc. (“Seller”) to the buyer (“Buyer”). By placing an order for Products, Buyer accepts and agrees to be bound by these T&Cs. If Buyer does not wish to be subject to these T&Cs, Buyer may cancel its order within 24 hours of placing it or return the Products in their original packaging within 21 days of the invoice date for a refund of the purchase price minus shipping, handling, and a 15% restocking fee. These T&Cs may not be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both Buyer and Seller.

II. Delivery and Risk of Loss

1. Delivery of products to any shipping point designated by Buyer shall constitute delivery to Buyer (“Delivery”), and regardless of shipping terms or freight payment, all risk of loss or damage in transit shift to Buyer.

2. Buyer shall provide to Seller written, detailed shipping instructions.

3. Delivery dates specified are approximate and are subject to revision at any time. Seller will use its commercially reasonable efforts to meet the approximate delivery date(s), but Seller shall not be held responsible for failure to do so, and shall not be liable for any damage or loss of whatever kind arising directly or indirectly out of any delay in such delivery.

4. Seller shall not be liable for any damages as a result of any delay or failure to deliver due to any cause beyond Seller’s reasonable control, including, without limitation, any act of God, act or failure to act of Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, act of terrorism, weather, delay in transportation or inability to obtain necessary labor, materials, or manufacturing facilities.

III. Shipping and Returns

1. Shipping policy: We ship orders out within 3 business days, with most orders shipped the next day. We use FedEx for all shipments under 10lbs, with an estimated delivery time of 4-5 business days, and use UPS for all other shipments, with an estimated delivery time of 3-4 business days within the continental United States.

2. Return policy: We love and believe in our products and services. We’re confident you will too. That’s why, as a new customer or an existing customer adding a new line of service, we’ll give you 14 days to try us for free. If for any reason you’re not happy with your humidifier, simply return the unit within 14 days in its original packaging and we will refund the price of your purchase.

You should expect to receive your refund within 4 weeks of giving your package to the return shipper, however, in many cases, you will receive a refund more quickly. This time period includes the transit time for us to receive your return from the shipper (5 to 10 business days), the time it takes us to process your return once we receive it (3 to 5 business days), and the time it takes your bank to process our refund request (5 to 10 business days).

Venta Air Technologies, Inc. will be happy to accept all returns as long as the following criteria are met:
Humidifiers must not be damaged and must be in workable condition. All returned items will be inspected before credit can be issued. Opened, used items if agreed to be accepted as return may be credited less restocking fee.

Please note that accessories (Venta Cleaner, Venta Fragrances, and Venta Water Treatment Additive), and any other noted as “no returns Item” or items sold “as is”, closeout items are not returnable, and no return will be accepted.

Shipping and handling charges are not refundable. Refunds for all orders will be less our actual shipping costs; these include free shipping, free delivery items. Returns void any special offers or promotions used at the time of purchase.

IV. Prices and Payment

1. The quoted price is ex works Seller’s principal place of business in Chicago, Illinois.

2. The quoted price of Products does not include taxes and freight costs or similar charges, which shall be borne by Buyer, unless otherwise agreed upon in writing.

3. Overdue amounts shall bear a delinquency charge of interest at 12% per annum or the maximum rate permitted by law.

4. Buyer shall have no right of setoff with alleged counterclaims. Any assignments of Buyer’s counterclaims to a third party without Seller’s prior written consent shall be void.

5. Buyer agrees to reimburse Seller for any costs and expenses (including reasonable attorney’s fees) in connection with the collection of any amounts owed to Seller under this Contract.

V. Taxes and Other Charges

Occupation tax, use tax, sales tax, excise tax, or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer, shall be paid by Buyer in addition to the price quoted or invoiced. In the event Seller is required to pay any such tax, fee, or charge, Buyer shall reimburse Seller therefore unless otherwise agreed upon in writing.

VI. Limited Warranties

1. Seller warrants that the Products, including such parts manufactured by others, are integral therewith, shall be free from defects in material and workmanship for a period of 120 months from the date of Delivery for all 5 Series Models, or a period of 24 months for all 6 Series Models. Seller’s obligations under the aforesaid warranty shall be repairing or replacing the Products delivered to Buyer which if properly installed, used, and maintained prove to be defective in material and workmanship. Such repair or replacement shall be Seller’s sole obligation and Buyer’s sole remedy hereunder and shall be conditioned upon Seller’s receipt of written notice of any alleged defect within 10 days after its discovery, and at Seller’s option return of such defective products or part thereof freight prepaid to Seller’s principal place of business.

2. Seller’s obligations under Section 1 of this Article VI shall not apply to any component or part of Products sold hereunder, which,
(a) is consumed by normal wear and tear;
(b) has a normal life inherently shorter than the herein stated warranty period; or
(c) has been damaged due to negligent or faulty use, alteration, maintenance not in accordance with applicable instructions, storage, or handling by Buyer.

3. Any description or representation of the Products whether in writing or made orally by Seller or Seller’s agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets, or similar materials used in connection with Buyer’s order are for the sole purpose of identifying Products and shall not be construed as an express warranty. Any suggestions by Seller or Seller’s agents regarding use, application, or suitability of Products shall not be construed as an express warranty unless confirmed to be such in writing by Seller. Specifications by Seller are estimates only and are not warranties, unless expressly stated otherwise.

4. THE WARRANTY EXPRESSED HEREIN SHALL BE IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IS IN LIEU OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITY ON SELLER’S PART.

5. ANY USED PRODUCTS ARE SOLD “AS IS”.

VII. Warranty Claims, Inspection, and Waiver of Defects

1. Written notice of any alleged defect must be presented to Seller immediately upon Buyer’s discovery of the defect, and Seller must be allowed to inspect the Products while they are in the alleged defective condition. Use of the Products must be suspended until written clearance is issued by Seller for continued use, provided that Seller, upon receipt of written notice of an alleged defect, proceeds without unreasonable delay to remedy any defect covered by the warranty.

2. Buyer shall inspect all Products immediately upon their arrival and shall immediately give written notice to Seller of any claim that the Products do not conform to the terms of the Contract. Seller shall have reasonable access to inspect any allegedly nonconforming Products.

3. Buyer waives any right to assert any claim against Seller arising from any nonconformity of Products sold hereunder which would have been observable on reasonable inspection or testing within 14 days after Delivery.

VIII. Limitation of Liability

1. Except as otherwise agreed in writing, Seller’s liability with respect to the Products is limited to the warranty provided in Articles V and VI hereof, and in no event shall exceed the purchase price of the Products.

2. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICE RENDERED BY SELLER OR UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO.

3. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS, DAMAGE, OR EXPENSE OF ANY KIND, INCLUDING LOSS OF PROFITS, ARISING IN CONNECTION WITH THE CONTRACT OR WITH THE USE OR LIABILITY TO USE SELLER’S PRODUCTS FURNISHED UNDER THIS CONTRACT.

4. SELLER’S SOLE LIABILITY AND BUYER’S SOLE REMEDY IS LIMITED TO EITHER (a) REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR PRODUCTS, OR (b) AT SELLER’S OPTION, RETURN OF THE GOODS TO SELLER AND REFUND OF PURCHASE PRICE.

5. Without limiting the generality of the foregoing, Seller specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of Products, or any associated equipment, cost of capital, cost of repairs to Products subject to Seller’s warranty performed by persons other than Seller without Seller’s prior written consent, cost of substitute products, facilities or services, downtime or slowdown costs or for any other types of economic loss, and for claims of Buyer’s customers or any other third party for any such damages. Seller disclaims any liability for any claim, whether in contract or in tort, which arose more than 1 year prior to the initiation of arbitration or litigation by Buyer against Seller.

IX. Proprietary Information/Confidentiality

All drawings, diagrams, specifications, and other materials furnished by Seller are propriety of Seller. All such information supplied by Seller except for information that
(a) was generally available to Buyer from public or published sources, provided publication did not take place in violation of this Contract or through fault or omission of Buyer,
(b) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to either Buyer or Seller, or
(c) was disclosed to the general public with the written approval of Seller shall be received in confidence, and Buyer shall exercise due diligence and reasonable care to hold such information in confidence.

X. Severability

If at any time any one or more of the provisions of these T&Cs become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of these T&Cs shall not be in any way impaired.

XI. Arbitration

All disputes arising under this Contract shall be settled by final and binding arbitration in the City of Chicago, Illinois administered by the American Arbitration Association through a single arbitrator. The award by the arbitrator shall be final and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

XII. Governing Law

The law governing this Contract and any further contracts between Seller and Buyer shall be the substantive laws of the State of Illinois, without regard to its conflicts of law rules.