---
title: Terms and Conditions
---

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# Terms and Conditions

 GENERAL TERMS AND CONDITIONS OF SALE

Unless otherwise agreed upon in writing, the following General Terms and Conditions of Sale (“General Terms and Conditions”) are applicable to the sale of all products, equipment, parts, personal property, including any software imbedded therein (collectively, “Products”) and/or services, repairs, field/on-site services, inspections performed (collectively, “Services”) by The Phillips Electric Company dba Redmond Waltz Co. or any of its divisions (“Seller”), to any purchaser thereof (“Buyer”, together with Seller, the “Parties”). These General Terms and Conditions are subject to any additional terms contained in any agreement, statement of work, amendment, addendum or other writing executed by Seller, and each such writing is deemed to incorporate these General Terms and Conditions as if fully set forth therein. All orders are subject to approval by Seller at its corporate headquarters in Cleveland, OH. Any amendment, waiver or other alteration of these General Terms and Conditions by Seller shall be effective only if made in a writing signed by an authorized agent of Seller, and any attempt by Buyer to alter these General Terms and Conditions with printed purchase orders, pre-orders, acknowledgments or similar documentation shall be void and of no force or effect. Except as otherwise agreed to in writing by the Seller, any conflicting or additional terms and conditions of sale are expressly rejected by the Seller.

1\. Entire Agreement: These General Terms and Conditions, along with any agreement, statement of work, estimate, quote, amendment, addendum or other writing issued by Seller, constitute a complete and exclusive statement of the agreement between the Parties (“Agreement”), and shall exclusively govern the sale of all Products and Services by Seller to Buyer in connection with or as contemplated by Seller’s written or oral proposals, pre-quotes, quotes, job estimates, orders and sales to Buyer (any such item, written or oral, being a “Quote”) and/or Buyer’s written or oral purchase orders or similar form to Seller (any such item, written or oral, being a “Purchase Order”), and shall continue in effect until terminated in writing by Seller. In the event of a conflict between the terms and conditions contained in a Quote or final order acknowledgement and those contained in these General Terms and Conditions, the terms contained in a Quote or final order acknowledgement shall control. Notwithstanding any different or additional terms or conditions contained in a Purchase Order or other communication to Seller related to Products and/or Services, Seller accepts such Purchase Order on the condition that Buyer expressly accepts and assents to these General Terms and Conditions. In the absence of Buyer’s acceptance hereof, Seller’s commencement of performance or Seller’s acknowledgement of a Purchase Order shall not be construed as Seller’s acceptance of any of Buyer’s terms and conditions. Any form, document or confirmation by Buyer that states different or additional terms shall operate as an acceptance of these General Terms and Conditions, and Seller hereby objects to and rejects such different or additional terms and any such different or additional terms shall be deemed to be material alterations and notice of objection to them is hereby given. In addition, Buyer’s acceptance of any Products and/or Services shall be deemed to be acceptance of all of these General Terms and Conditions. Seller hereby objects to any additional, contradictory or different terms contained in any initial or subsequent Purchase Order from Buyer pertaining to the Products, including, but not limited to, any indemnification or compliance warranty provisions. Any notice from Buyer objecting to these General Terms and Conditions must be in writing separate from any Purchase Order. Seller’s failure to object specifically to provisions contained in any Purchase Order shall not be deemed a waiver of the provisions contained in these General Terms and Conditions.

2\. Acceptance of General Terms and Conditions: These General Terms and Conditions, including the terms and conditions on the face of any Quote, shall govern the sales of all Products and/or Services as such are described in the Agreement, unless governed by a separate written agreement, executed by the Parties. Buyer’s terms and conditions, order confirmations, forms, acknowledgments, prior offers or any other documents issued by Buyer shall not be binding upon Seller. Buyer’s assent to the General Terms and Conditions may be expressed either by written acceptance or by failure to object in writing to the General Terms and Conditions within three (3) business days of receipt of a Quote.

3\. Price & Taxes: Unless otherwise agreed, the price of Products supplied or to be supplied and the Services performed or to be performed hereunder shall be paid in full by Buyer, and prices shall be an amount equal to Seller’s price on the day of delivery plus applicable Federal, State and local transactional costs and expenses, including, but not limited to, all freight, taxes, duties, tariffs, premiums or other additional costs imposed by reason of the sale.

4\. Price Changes: Any price specified in a Quote that is subject to adjustment may be changed by Seller at any time with notice to Buyer prior to the effective date of such adjustment. Unless Buyer provides Seller with a written notice of objection to a price adjustment prior to the effective date of such adjustment, Buyer shall be deemed to have accepted such adjustment. If Buyer objects to such price adjustment and Seller fails to agree on such adjustment, the Agreement and the obligations of the Parties shall terminate with respect to the portion of the Products and/or Services covered thereby that have not yet been delivered. In the event of any governmental action or request that prevents Seller from making a price increase or continuing any price already in effect, Seller may terminate the Agreement by giving Buyer prior written notice of termination.

5\. Drawback: The price of Products sold for export does not include import duty, if any, and Seller reserves the right to claim duty drawback. Buyer agrees to assist in Seller’s efforts to obtain such drawback and to furnish Seller with all necessary documents and, if Products are transferred for export, to require exporter to furnish proof of such exportation.

6\. Payment: For purpose of payment, each delivery of Products and/or Services and invoice therefore shall each be a separate sale. Unless otherwise agreed in writing by the Seller, full payment is due and payable no later than net thirty (30) days from date of invoice (“Due Date”). All payments shall be made in U.S. dollars and in accordance with Seller’s payment instructions. Buyer’s outstanding unpaid balances shall be subject to a finance charge at the rate of 1.5% per month or the highest rate permissible under applicable law until paid in full. Buyer shall also pay Seller’s cost of collection (including reasonable attorneys’ fees). Payments received may be applied by Seller, in its sole discretion, against any obligation owed by Buyer to Seller. Seller may refuse or delay delivery of Products and/or Services if Buyer fails to pay timely any payments due Seller. If Seller, in its sole discretion, deems itself to be insecure regarding Buyer’s ability to fulfill the terms of payment specified herein, or an invoice, whether due to Buyer’s financial condition or any other reason, Seller may by written notice to 1 Buyer (a) require full or partial payment in advance of delivery or (b) reduce, eliminate or otherwise modify the credit terms.

7\. Storage: If Buyer refuses or fails to collect delivered Products, Seller may in its sole discretion provide short term storage for Products in a warehouse and Buyer shall be obligated to pay a storage fee to Seller for such storage. Products in storage shall be considered delivered to Buyer per the date for delivery in the Quote and a postponed delivery date shall not in any case be considered a delay in delivery resulting from any fault of or breach by Seller. Subsequent collection of stored Products after the original delivery date will be arranged in writing and subject to prior full payment of any and all related invoices and storage fees. The risk of damage or loss of stored Products passes to Buyer after ten (10) days following the Seller’s original notification that Products are ready for dispatch. If within the period of sixty (60) days from the commencement of storage, Buyer does take delivery of Products, the limited warranty set forth in this Agreement shall be null and void and the Seller shall be entitled to cancel Agreement and claim damages from Buyer for breach of contract or to take any other available remedy at law and equity to recover its costs.

8\. Accord and Satisfaction: Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends, or notations upon such checks or payments, and regardless of other writings or documents, shall be applied by Seller against the amount owed by Buyer with full reservation of all Seller’s rights and without an accord and satisfaction of Buyer’s liability.

9\. Purchase Money Security Interest: To secure the complete and timely payment and performance of all Buyer’s obligations under this Agreement, including the complete and timely payment of the purchase price of the Products sold under this Agreement, Seller hereby reserves, and Buyer hereby grants Seller a purchase money security interest in all Products whether constituting equipment, inventory, fixtures, general intangibles, and/or any other form of personal property, including all accessions thereto and replacements thereof, all products and proceeds thereof, including without limitation, insurance proceeds. A copy of the invoice(s) covering the Products may be filed with appropriate authorities at any time as a financing statement to perfect Seller’s security interest under the Uniform Commercial Code, as amended (“UCC”), provided further that, Buyer hereby authorizes Seller to prepare, execute, issue, and file such UCC-1 financing statements, continuation statements, amendments, and any instruments or third party notices that Seller may reasonably require to perfect Seller’s security interest. Seller shall have all the rights and remedies of a secured party under the UCC, which remedies shall be cumulative and not exclusive.

10\. Setoff and Recoupment: Seller shall have the right at any time and without notice to recoup or setoff (which ever may apply) any liability or obligation of Buyer to Seller or any of Seller’s affiliated companies against any liability or obligation of Seller to Buyer. Under no circumstances will Buyer have a right of setoff or recoupment against Seller without prior written notice to Seller and without at least five (5) business days in which Seller may cure or relieve itself of its liability to Buyer.

11\. Termination: Time is of the essence and, in addition to any other rights, Seller shall further have the right, at its option, to terminate this Agreement without notice to Buyer if (a) payment is not made on or before the Due Date, (b) Buyer becomes insolvent, or (iii) Buyer’s ability to pay debt in the normal course of business otherwise becomes impaired.

12\. Delivery and Risk of Loss: Products and Services will be delivered within a reasonable time after receipt of a Purchase Order and are subject to availability. Unless expressly specified in a Quote or order acknowledgment, all Products deliveries are F.O.B. point of shipment and risk of loss to Products shall pass to Buyer at the point of shipment from Seller’s facility, regardless of which party arranges the freight charges or particulars of shipment and delivery, and risk of damage or loss of stored Products passes to Buyer after ten (10) days following the Seller’s original notification that Products are ready for dispatch. If Buyer refuses Services and/or fails to accept delivery of Products, Seller may at its option, in addition to its other rights and remedies, cancel delivery or portions thereof. All Products and Services provided and/or delivered under this Agreement shall be subject to Seller’s usual tolerances and variations for the subject Products and Services. Delivery dates are approximate and Seller shall not be liable for damages or costs which arise in connection with the delivery of Products or Services after the date stated on any Quote, Purchase Order or other related documentation. Delivery dates are further dependent upon the prompt receipt by Seller of all information required by Seller to proceed with work immediately and without interruption. Unless otherwise agreed by the Parties, Buyer is responsible for payment for all freight, handling, storage, delivery, duties, tolls, special packing and insurance charges for the delivery of Products. Seller shall not be liable for delays, loss or damage in transit.

13\. Acceptance of Products and Inspection: Upon receipt of Products, Buyer agrees to immediately inspect and/or test the Products. Such inspection and/or testing shall be completed promptly and in no event later than ten (10) days after delivery of Products to Buyer (“Inspection Period”). The Products shall be deemed accepted by Buyer unless Buyer provides Seller, within five (5) days of the end of the Inspection Period, a written notice specifying all defects or discrepancies in the quality or quantity of Products. Buyer shall permit Seller to inspect any damaged or otherwise nonconforming Products.

14\. Cancellation: Once a Purchase Order is accepted by Seller, it may not be cancelled or changed by Buyer, nor shall Buyer be entitled to delay delivery or performance without the written consent and upon terms approved by Seller. If Seller consents to the cancellation of a Purchase Order pursuant to the foregoing sentence, Buyer shall pay to Seller within thirty (30) days of such cancellation, all costs and expenses incurred by Seller in connection with such Purchase Order (including without limitation, any restocking fees, storage fees and reasonable cancellation charges) of an amount not less than fifteen percent (15%). Any extra cost incurred by Seller to meet Buyer’s request for rescheduling/cancellation will be Buyer’s responsibility.

15\. Force Majeure: Seller shall not be liable for delays in delivery or for failure to perform, and performance shall be excused, if such failure is due to causes beyond the reasonable control of Seller or its subcontractors, including, but not be limited to, acts of God, acts or omissions of Buyer, acts of government, including but not limited to civil or military authorities, fire, strikes, power surges or outages, embargos, sanctions, epidemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transaction or inability to obtain necessary labor, materials or supplies or any cause which renders Seller’s performance commercially impractical under UCC Section 2-615(a).

16\. Limited Warranty; Exclusive Remedy: Unless otherwise provided in this Agreement, Seller warrants that Products and Services will conform to specifications in effect at time of delivery and are free from defects in material and workmanship for a period of thirty (30) days from the date of delivery. Seller’s sole obligation under this limited warranty shall be, at its option and in its sole discretion, to repair or replace any 2 nonconforming Products or part thereof which proves to be other than as warranted; provided that timely written notice of an alleged defect shall have been given by Buyer, within five (5) business days of the Inspection Period. This limited warranty does not extend to Services, Products or parts thereof which have been modified, installed, operated, maintained, repaired or altered or which have been the subject of misuse, accident, neglect, stored, nor does the limited warranty apply to normal wear and tear resulting from use of Products. EXCEPT AS SET FORTH IN THIS SECTION, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES. SELLER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE PRODUCTS OR THE FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR USE OF BUYER AS WELL AS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS ARISING BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SELLER FURTHER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE CONFORMANCE OF THE PRODUCTS WITH ANY REQUIREMENTS OR SPECIFICATIONS PROVIDED BY BUYER, UNLESS THE CONFORMANCE WITH SUCH REQUIREMENTS OR SPECIFICATIONS HAS BEEN SPECIFICALLY AGREED TO BY SELLER IN WRITING. Any cause of action for breach of the foregoing limited warranty shall be brought within one (1) year from the earlier of: (a) the date the alleged breach was discovered; (b) the date the alleged breach should have been discovered; or (c) fourteen (14) days from the last day of the Inspection Period. BUYER’S SOLE REMEDY IN THE EVENT OF A BREACH OF THE FOREGOING WARRANTIES IS THE REPAIR OR REPLACEMENT OF THE AFFECTED PRODUCTS BY SELLER UPON RETURN OF THE PRODUCTS, TRANSPORTATION CHARGES PREPAID TO SELLER.

17\. Limitation of Liability: Unless otherwise provided in this Agreement, in no event shall Seller’s liability arising in connection with or under this Agreement (whether under the theories of breach of contract, tort liability, misrepresentation, fraud, warranty, negligence, strict liability or any other theory of law or equity) exceed the Quoted price of the Products and/or Services. Seller assumes no obligation or liability for any technical advice furnished to Buyer, including without limitation technical advice with respect to use of Products and Services, all such technical advice being given and accepted at Buyer’s risk.

18\. Disclaimer of Consequential Damages: IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BREACH OF ANY OBLIGATION OR WARRANTY IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, DAMAGES, EXPENSES, OR LOSSES SUSTAINED AS THE RESULT OF INJURY OR DEATH TO ANY PERSON, OR LOSS OF OR DAMAGE TO ANY PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED THROUGH THE USE OF THE PRODUCTS), DAMAGES OR LOSSES RESULTING FROM CLAIMS OF OTHER PERSONS AGAINST BUYER, OR DAMAGES OR LOSSES SUSTAINED AS THE RESULT OF WORK STOPPAGE OR CAUSED BY OR RESULTING FROM THE USE OF DEFECTIVE OR NONCONFORMING PRODUCTS OR FROM DELAY IN THE DELIVERY OF PRODUCTS.

19\. Buyer’s Indemnity: Buyer shall indemnify Seller, Seller’s officers, directors, employees, advisors, and agents against all liability, cost or expense that may be sustained by Seller on account of, or arising from, the Agreement. Buyer shall further indemnify, defend and hold Seller and its directors, officers, employees, advisors, agents, suppliers, affiliates, subsidiaries, successors and assigns harmless from and against any and all fines, penalties, suits, actions, claims, liabilities, judgments, losses, damages, costs and expenses (including attorneys’ fees) on account of, resulting from or arising from (a) Buyer’s negligence or willful misconduct, (b) Buyer’s use, sale, handling, storage, or disposal of Products, or any product or waste derived therefrom, (c) the transportation of Products to Buyer after tender of the Products by Seller to a carrier, or (d) any liability or cost arising out of any claim for the infringement of any patent or other rights which are or may be asserted against Seller because of the design, nature, structure or use of any goods manufactured by Buyer or modified at the request of Buyer. The foregoing shall apply, without limitation, to injury to person (including death) or damage or harm to property or the environment.

20\. Compliance with Laws: Any provision required to be incorporated into a contract of this type by any applicable Federal, State, or local law, ordinance or governmental rule, regulation, order or other governmental requirements shall be deemed to be incorporated herein. Buyer represents and warrants that Products will not be used, resold, transferred, exported or reused in any way by Buyer in violation of any laws, regulations of any Federal, local, State or other governmental entity including export/import controls imposed by the U.S. Government (collectively, the “Regulations”). In the event Buyer knows or is aware of any Regulations that would adversely impact the transaction(s) contemplated by a Quote and/or Purchase Order, Buyer shall immediately advise Seller of the same. If the Seller, in its sole discretion, determines that the effect of the Regulations is a material increase in Seller’s risk with respect to such transaction, the Seller may, without cost, liability or penalty of any kind, withdraw a Quote and/or revoke its acceptance of a Purchase Order.

21\. Disputes: Any controversy or dispute between Seller and Buyer arising out of or in any way related to this Agreement not otherwise resolved between Seller and Buyer shall be resolved under Ohio law and in a court sitting within the State of Ohio, Cuyahoga County, and Buyer consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. No action, regardless of form, arising out of, or in any way connected with, Products may be brought by Buyer more than one (1) year after the earlier of: (a) the date the alleged breach was discovered; (b) the date the alleged breach should have been discovered; or (c) fourteen (14) days from the last day of the Inspection Period.

22\. Early Termination: Seller may immediately terminate this Agreement without notice to Buyer if Buyer: (a) makes an assignment for the benefit of creditors, (b) becomes insolvent or is otherwise unable to pay its debts in the ordinary course of business, or (c) is the subject of any voluntary or involuntary proceedings in bankruptcy, or under any other insolvency or similar law, or for corporate reorganization or for receivership.

23\. General: This Agreement shall be governed by the laws of the State of Ohio, without regard to conflicts of laws principles thereof. Buyer may not assign its right under or interest in the Agreement without the prior written consent of Seller. The Agreement shall be binding upon and inure to the benefit of Buyer and Seller, their successors and permitted assigns. Seller shall have the right, at its sole option, to assign or subcontract any of its rights or duties hereunder. No waiver by either party of any breach of these General Terms and Conditions shall constitute 3 a waiver of any other breach. If any provision hereof is held to be invalid or otherwise unenforceable for any reason, all other terms and remaining conditions will continue to be in force. Any clerical errors are subject to correction. Buyer shall reimburse Seller for reasonable attorney’s fees necessarily incurred to enforce this Agreement or any provision hereof or to secure cost and/or damages pursuant to any other remedy, legal or equitable, arising from Buyer’s breach hereof.

All proposals and Purchase Orders are subject to the warranties, warranty disclaimer, terms and conditions appearing herein and Buyer agrees to be bound thereby. No modifications or additions thereto shall be binding upon Seller unless expressly consented to in writing in either a Quote or Purchase Order acknowledgment. Any conflicting warranties, terms and conditions in a Purchase Order or any other Buyer’s documentation are specifically rejected by the Seller.

September 2026 

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