THESE ARE DELTA T, LLC DOING BUSINESS AS BIG ASS FANS’ EXCLUSIVE TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM BIG ASS FANS (“Products” and “Services”), YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

These terms and conditions (“Terms”) apply to the purchase and sale of Products and Services from Delta T. LLC doing business as Big Ass Fans together with our parent companies, subsidiaries, affiliates, officers, directors, agents, service providers, interns, and employees (“BAF”) direct or indirect sales through BAF distributors or resellers. These Terms are subject to change by BAF or its affiliates (collectively referred to as “us”, “we”, or “our” as the context may require) without prior notice at any time, in our sole discretion. The latest version of these Terms will be posted on BAF’s Website, and you should review these Terms before purchasing any Products or Services from BAF. Your purchase of any BAF Products or Services after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

The Terms shall serve as the exclusive Terms and Conditions of Sale between BAF and Buyer. In the event that the Buyer introduces any new terms and conditions of sale or purchase whether by purchase order, change order, or any other document provided by Buyer, those new terms and conditions are hereby rejected and shall have no effect and be rendered null and void. Except as provided herein, these Terms may not be amended or modified in any way, unless by separate written instrument mutually agreed upon and executed by the authorized representative of each party. In the event of conflicting terms and conditions between these Terms and any other document provided by Buyer, these Terms shall control. These Terms shall apply to all sales of Products and Services by BAF itself or any of BAF’s subsidiaries, distributors, resellers or affiliates.

ORDER, ACCEPTANCE, AND CANCELLATION

1. Buyer agrees that Buyer’s order is an offer to buy, under these Terms, all Products and Services listed in Buyer’s order. All orders must be accepted by BAF or BAF will not be obligated to sell the Products or Services to Buyer. BAF may choose not to accept any orders in our sole discretion. After having received Buyer’s order, BAF will send confirmation email with the order number and details of the items ordered. Please review the order confirmation email carefully and notify BAF immediately of any discrepancies. Acceptance of Buyer’s order and the formation of the contract of sale between BAF and Buyer will not take place unless and until Buyer has received the order confirmation email.
2. CoolSpace orders may not be canceled outside of the same day as order placement.
3. For additional questions about order cancellation, please contact BAF’s Customer Service team at [email protected].

PRODUCTS, SERVICES, AND MODIFICATIONS

1. Pricing and Discontinuation. Prices for BAF Products and Services are subject to change without notice. BAF reserves the right to modify or discontinue the Products or Services without notice at any time. BAF shall not be liable to Buyer or to any third-party for any modification, price change, suspension or discontinuance of the Products or Services. In the event BAF provides Buyer with a fixed price, the fixed price may include a period of time whereby the price remains fixed which will be indicated in writing by BAF.
2. Online Exclusivity. Certain Products or Services may be available exclusively online through an app or website. These Products or Services may have limited quantities and are subject to return or exchange only according to BAF’s Return Policy. Using or viewing the Website indicates agreement with BAF’s Terms of Service.
3. Limitations. BAF reserves the right, but is not obligated, to limit the sales of Products or Services to any person, geographic region or jurisdiction. BAF reserves the right to limit the quantities of any Products or Services that BAF offers.
4. All Products and Services are intended for sale and use in the United States ONLY unless otherwise specified. Buyers or end users outside of the 50 US states should reach out to [email protected] for assistance in selecting Products and Services suitable to their needs. All sales of Products and Services outside of the 50 US states are subject to availability and compliance. Products and Services may not be available in all destinations. All sales are subject to Denied Party screening by BAF or third party.

BILLING, INVOICING AND ACCOUNT INFORMATION

1. Order Management. BAF reserves the right to refuse any order Buyer places with BAF. BAF may, in its sole discretion, limit or cancel quantities purchased per company, per person, per facility, or per order. These restrictions may include orders placed by or under the same Buyer account, the same credit card, and multiple orders using the same billing or shipping address. In the event that BAF makes a change to or cancels an order, BAF may, at BAF’s discretion, attempt to notify Buyer by contacting the e-mail, billing address, or phone number provided at the time the order was made.
2. Contact and Billing Information. Buyer agrees to provide current, complete and accurate purchase, end user and account information for all purchases made with BAF. Buyer agrees to promptly update Buyer’s account and other information necessary for BAF to complete Buyer’s transactions and contact Buyer as needed.
3. BAF’s standard payment terms for Buyers approved for term credit are Net30 days. Buyers approved for term credit may pay their invoices through one of BAF’s customary term credit payment methods of: Check, money order, wire transfer, or ACH payment. Any such term credit approved Buyer who subsequently elects to pay their term invoice by credit card will be charged a convenience fee of three percent (3%). The fee (“Fee”) is calculated by multiplying the amount sought to be charged to the credit card by .03. (Fee = .03 x Total Amount Paid). If the Buyer elects not to pay the convenience Fee, the Buyer may use one of the other payment channels listed above at no additional cost. Payments and invoicing questions may be submitted to [email protected].
4. BAF performs credit inquiries as part of the term credit approval process. Buyer shall provide all necessary information required by BAF to complete these inquiries including but not limited to up-to-date and accurate Buyer name, business name, address, and Duns & Bradstreet number.
5. Shipping and handling is an estimate. Unless otherwise specified, all orders will ship FOB Origin. Upon Proposal being signed and submitted, submission of Purchase Order, or order placement, order shipment date changes may not be submitted or changed by the Buyer within ten (10) business days of scheduled shipment. Additionally, scheduled shipment dates may not be changed within the final ten (10) business days of a given month. Should Buyer require that a shipment date be changed within ten (10) business days or scheduled shipment or within the final ten (10) business days of a given month, BAF reserves the right to decline the Buyer’s request. Secondarily, BAF reserves the right to charge a monetary fee for any shipment date change request that falls within the representative windows described above. Evaporative Cooler (CoolSpace) orders are unable to be canceled outside of the same business day in which purchase has been confirmed. Buyer assumes responsibility for all necessary re-consignment fees related to shipping and freight charges as a result of canceled orders completed outside of the hours of 8:00AM to 5:00PM EST (Eastern Standard Time) on the same business day purchase occurs.
6. BAF Proposals include an estimate of applicable itemized sales taxes. The final, actual amount of such taxes will only be known at the time the Buyer is actually invoiced for the order. Buyer is responsible for paying all applicable state and local transactional taxes resulting from the sale. As a manufacturer of tangible personal property registered to do business in all fifty (50) US States and Canada, BAF is obligated to collect and remit applicable sales taxes and the transaction will be treated and reported as the sale of tangible personal property sold by a manufacturer. To the extent that the Buyer takes any contrary position with any taxing authority subsequent to this transaction which results in additional and/ or different transaction-based taxes for which BAF is responsible, BAF reserves the right to apply any sales tax collected to any such additional taxes due and/or invoice the Buyer for any other additional amounts due. Additionally, to the extent that applicable transactional taxes were not collected at the time of sale in reliance upon an Exemption Certificate or other exemption later found to be inapplicable by BAF, in the exercise of its sole and absolute discretion, BAF will invoice Buyer for any applicable sales or other transactional taxes. Buyer covenants and agrees to promptly pay any such amounts to BAF on the same Terms as any other amounts owed to BAF on the applicable order.
7. All Products are subject to BAF Return Policy. For full details visit https://bigassfans.com/returns.
8. BAF invoices separately for Products and Services. All Product invoices will be issued upon shipment of the Products. All Services invoices will be issued upon completion of the Service. All invoices are due no later than Net30 days after receipt of the invoice unless otherwise approved by BAF in BAF’s sole discretion. Sample invoices available upon request at [email protected].
9. BAF reserves the right to reject additional payment terms and conditions as requested or required by Buyer including but not limited to third-party portal registration, non-standard payment terms or methods, discounts, lien waivers, financial statements, rate cards, top customer lists, customer references, business or sales data, actual costs, profit margins, or markup.
10. In the event that Buyer is a contractor purchasing on behalf of a third party or an “owner”, the contractor shall be responsible for timely and complete payment to BAF for all Products and Services. Notwithstanding any provision of any agreement to the contrary (including but not limited to provisions contained in any prime contract, sub-contract, or change order), contractor’s receipt or non-receipt of payment from a third-party or “owner” shall have no bearing on the payment terms herein or as mutually agreed upon in BAF’s Proposal, nor in any way negate or relieve contractor’s responsibility for payment to BAF. BAF performs credit inquiries as part of our term credit approval process. As the purchaser of the Products and Services, the contractor shall assume the role of Buyer hereunder and, as such, shall provide all necessary information required by BAF to complete these inquiries including but not limited to up-to-date and accurate Buyer name, business name, address, and Duns & Bradstreet number.

SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS

1. Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
2. BAF shall have fifteen (15) business days or other mutually agreed upon period to remedy any delay in delivery before Buyer may terminate the Proposal or any purchase orders and no damages shall be claimed prior to the expiry of such period and therefore time will not be of the essence of any contract between BAF and Buyer.

INTELLECTUAL PROPERTY

1. BAF retains all intellectual property rights (e.g. patent, trademark, copyright, trade secret) for the Products, Services, know-how and any other proprietary information or data as to the Products, Services, manuals and information furnished. The indemnity provisions of any intellectual property infringement provision in any contract between BAF and BAF will not apply to the extent that (i) the Buyer has not notified the BAF of any claim within ten (10) calendar days of becoming aware of the claim; and (ii) any Product or Service was modified by Buyer, was manufactured according to Buyer’s specific design or was combined by Buyer with items not furnished pursuant to the Proposal and the third party claim or proceeding is brought against Buyer solely by reason of that modification or combination.
2. All Products and Services sold hereunder are off-the-shelf and are not custom-made or “works made for hire”. Upon Buyer’s payment in full for Products and Services provided by BAF, Buyer shall have an irrevocable, non-exclusive, paid-up, royalty-free, sublicensable right and license to use the Products and Services.

GOVERNING LAW AND JURISDICTION

1. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Kentucky or any other jurisdiction).

DISPUTE RESOLUTION

1. Except as provided below, prior to initiating a formal legal proceeding relating to a dispute, the moving party shall provide the other with a written request for dispute resolution. Within five (5) calendar days after such a written request is received, each party shall designate a representative who will be responsible for resolving the dispute in good faith. Either party may resort to a formal legal proceeding for equitable relief at any time and litigate to avoid the expiration of any applicable limitations period. The dispute resolution procedures set forth herein do not supersede, delay, or otherwise affect any rights of termination that are expressly set forth herein.

ASSIGNMENT & SUBCONTRACTING

1. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 9 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. Notwithstanding any other restrictions related to the assignment, BAF may assign any Proposal, purchase order, contract, subcontract, change order, or order in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other Party.
2. BAF subcontracts all product installation to our BAF Certified Installer network. Buyer shall have the right to reject the assignment of any subcontractor used by BAF and BAF shall replace such subcontractor with another subcontractor subject to approval by Buyer.
3. Notwithstanding any provision of any agreement to the contrary (including but not limited to provisions contained in any prime contract, sub-contract, or change order), in the event that Buyer is a contractor or subcontractor purchasing on behalf of a third party or an “owner”, the contractor alone shall assume the role of Buyer hereunder and, as such shall not assign their rights obligations under these Terms.

LIMITATION OF LIABILITY

1. NOTWITHSTANDING ANY PROVISION TO THE, BAF SHALL NOT BE LIABLE TO BUYER (OR ANY THIRD PARTY) FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE, FOR ANY: I. LOSS OF PROFIT; OR II. LOSS OF GOODWILL; OR III. LOSS OF BUSINESS; OR IV. LOSS OF BUSINESS OPPORTUNITY; OR V. LOSS OF ANTICIPATED SAVING ARISING FROM THE SALE, PERFORMANCE, OR USE OF THE PRODUCTS AND SERVICES OR THESE TERMS, BAF’S PROPOSAL, OR ANY AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, BAF’S TOTAL AGGREGATE LIABILITY UNDER ANY CIRCUMSTANCES SHALL NEVER EXCEED THE VALUE OF THE PURCHASE FROM WHICH THE CLAIM AROSE. THIS PROVISION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF ANY AGREEMENT BETWEEN BAF AND BUYER.

NO THIRD-PARTY BENEDICIARIES

1. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

INDEMNITY

1. Buyer agrees to indemnify, defend and hold harmless BAF and our parent companies, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees harmless from any claim or demand including reasonable attorneys’ fees and claims made by any third-party due to or arising out of the purchase or use of Products and Services here under, these Terms, Buyer’s breach of the Proposal or the documents it incorporates by reference, contract or Buyer’s violation of any law or the rights of a third-party.

FORCE MAJEURE

1. In no event shall BAF be liable for (i) any cost, damages or delay caused, directly or indirectly, by war, acts of terrorism, riots, civil commotion, strikes, labor disputes, government acts, laws or regulations, exchange or market rulings, suspension of trading, tariffs, embargoes, natural disasters, electrical failures, telephone communication line failures, computer failures, unavailability of the Federal Reserve Bank wire or telex or otherwise or communication facility or otherwise or any other cause of contingency to the extent beyond BAF’s control that may prevent or delay the performance of any of BAF’s obligations (an “Extraordinary Event”); or (ii) any damages caused, directly or indirectly, by erroneous information received from Buyer or by Buyer’s failure to deliver instructions, including a failure which results in a lack of position or a failure to exercise rights on Buyer’s behalf. In the event of an Extraordinary Event that may prevent or delay the performance of any of BAF’s obligations, the performance of BAF’s Obligations shall be excused for the period of the delay and BAF will in no event be liable for any loss, liability, damage, claim, cost or expense (including fees and expenses of legal counsel) arising from such delay or non-performance.

SEVERABILITY

1. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

ENTIRE AGREEMENT

1. The failure of BAF to exercise or enforce any right or provision of these Terms or any agreement shall not constitute a waiver of such right or provision. These Terms, BAF’s Proposal, and any policies or documents BAF incorporates by reference in respect to the Products or Services constitutes the entire agreement and understanding between Buyer and BAF and govern Buyer’s use of the Products and Services, superseding any prior, contemporaneous agreements, communications or proposals, whether oral or written, between Buyer and BAF (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. Additional terms and conditions in any form, whether oral or written (including without limitation terms and condition of purchase or payment and purchase order terms and conditions) as submitted by Buyer are hereby rejected and shall have no effect.

WARRANTY

1. PURCHASING OR USING ANY OF OUR PRODUCTS & SERVICES INDICATES BUYER AGREES WITH THESE TERMS, OUR TERMS OF SERVICE, RETURN POLICY, WARRANTY AND PRIVACY POLICY. (FOR FULL WARRANTY INFORMATION ON ALL PRODUCTS AND SERVICES, VISIT WWW.BIGASSFANS.COM/WARRANTY). The benefits given to you under this Warranty are in addition to and do not affect any other rights or remedies that you have under any law which relates to this product. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS AND LIABILITIES ON BIG ASS FAN’S PART, AND BIG ASS FANS NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF THE PRODUCTS. NO OTHER WARRANTY EXPRESSED OR IMPLIED, WHETHER OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER OR NOT SIMILAR IN NATURE TO ANY PREVIOUSLY SPECIFIED, SHALL EXIST WITH RESPECT TO SUCH PRODUCTS, ALL SUCH WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED BY BIG ASS FANS AND WAIVED BY BUYER. UNDER NO CIRCUMSTANCES SHALL BIG ASS FANS BE LIABLE FOR ANY LOSS, DAMAGE, COST OF REPAIR, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE USE, SALE, OR REPAIR OF ANY PRODUCTS PURCHASED FROM BIG ASS FANS, UNLESS SUCH DAMAGES CANNOT BE EXCLUDED BY LAW. BIG ASS FANS ACKNOWLEDGES THAT STATE AND COMMONWEALTH LEGISLATION IN AUSTRALIA IMPLIES CERTAIN NON-EXCLUDABLE GUARANTEES, WARRANTIES AND CONDITIONS INTO PARTICULAR AGREEMENTS FOR THE SUPPLY OF GOODS AND SERVICES, WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED (“NON-EXCLUDABLE GUARANTEES”). BIG ASS FANS DOES NOT EXCLUDE, RESTRICT OR MODIFY THE NON-EXCLUDABLE GUARANTEES AND NOTHING IN THESE TERMS AND CONDITIONS IS INTENDED OR IS TO BE CONSTRUED AS DOING SO. ACCORDINGLY, NOTHING IN THIS DOCUMENT AFFECTS ANY REMEDIES AVAILABLE TO YOU AT LAW AND WHICH CANNOT BE LAWFULLY EXCLUDED BY BIG ASS FANS, INCLUDING IN RESPECT OF ANY OF THE NON-EXCLUDABLE GUARANTEES WHICH MAY BE APPLICABLE TO ANY GOODS OR SERVICES PROVIDED BY BIG ASS FANS TO YOU. Big Ass Fans reserves the right to change this warranty at any time without advance notice.

LIMITATION OF BAF SERVICES

1. No Life-Safety or Critical Uses of the Products or Services. Buyer acknowledges and agrees that the Products and Services, whether standing alone or when interfaced with third-party products or services are not certified for emergency response. BAF makes no warranty or representation that use of the Products or Services with any third-party product or service will affect or increase any level of safety. BUYER UNDERSTANDS THAT THE PRODUCTS AND SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. BAF WILL NOT DISPATCH EMERGENCY AUTHORITIES TO BUYER’S HOME OR END USER LOCATION IN THE EVENT OF AN EMERGENCY. In addition, the BAF Customer Service contacts cannot be considered a lifesaving solution for people at risk, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response services.
2. Energy Savings and other Benefits. Unless explicitly promising a “guarantee”, BAF does not guarantee or promise any specific level of energy savings, environmental condition, health and safety or other monetary, conditional, or environmental benefit from the use of the Products or Services or any feature of them. Actual energy savings, environmental conditions and monetary benefits vary with factors beyond BAF’s control or knowledge. BAF may use the Services to provide Buyer with information that is unique to Buyer and Buyer’s energy usage or facility and suggests an opportunity to save money on energy bills or improves environmental conditions of Buyer’s facility if Buyer adopts suggestions or features of the Products and Services. BAF may do so to offer insight to Buyer’s facility based on analysis and information about Buyer’s service and usage. Buyer acknowledges that these promotions are ESTIMATIONS ONLY and do not constitute a guarantee, promise, or warranty of actual savings or environmental improvement and Buyer agrees not to seek monetary or other remedies from BAF if Buyer’s savings or results differ.

PRODUCT RECOMMENDATIONS AND ADD-ONS

1. Buyer must ensure that Product and Service specifications are consistent with actual field installation requirements. BAF Product and Service recommendations are based on specifications as transmitted to the company. BAF is not responsible for inaccuracies between the communicated specifications and actual field installation requirements. Buyer assumes any and all responsibility for the cost of returning, modifying, or exchanging specified Products or Services where specified Products or Services do not meet field requirements. Any variations to Product or Service types or quantities (or omissions of existing light fixtures or other relevant obstacles or interferences discovered during the survey process and now not represented in BAF’s Scope of Work as defined in the applicable Proposal) will be considered add-on (“Add-On”) and an additional material requirement. Add-On items will be subject to additional fees and may result in extended Product and Service lead times.