- Scope of Services: Blueox Corporation’s (“Blueox”) scope of services include but are not limited to the sales, service, and delivery of energy fuels and associated equipment. Blueox Corporation is also a certified HVAC contractor for sales, services, repairs, installation, and maintenance associated to building heating and cooling equipment.
- CUSTOMER CONSENTS TO THESE TERMS & CONDITIONS. BY PURCHASING ANY ENERGY FUELS, SERVICE OF ANY KIND, EQUIPMENT OF ANY KIND, OR OTHERWISE DOING BUSINESS WITH BLUEOX IN ANY MANNER, ALL CUSTOMERS OF BLUEOX SHALL BE DEEMED TO ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS (“TERMS”).
- Limitations of Service / Customer Responsibility: Unless Blueox agrees otherwise in a signed writing, all Customers are solely responsible for ensuring that all equipment related to any products or services that the Customer purchases from Blueox (including but not limited to energy fuel storage tanks and regardless of whether the equipment has been provided by Blueox) is properly serviced and maintained, and complies with all applicable laws, codes, rules, and regulations.
- If Blueox discovers or suspects any defect, deficiency, or impairment related to any equipment that Customer is responsible for maintaining, Blueox reserves the right to refuse to provide any products or services until the Customer has corrected the defect, deficiency, or impairment to Blueox’s reasonable satisfaction. If Blueox owns any equipment located on Customer’s property and Blueox reasonably determines that the Customer is failing to properly maintain or use the equipment in a safe and proper manner, Blueox reserves the right to take equipment out of service, including by removing the equipment from the Customer’s property. If Blueox determines such a removal of equipment is necessary, all Customers consent to Blueox entering the Customer’s property as necessary to remove the equipment.
- Customers agree to pay all invoices or charges from Blueox upon demand.
- Customer agrees to provide access to premises and to permit Blueox and/or Blueox’s agents to provide those products or perform those services that Customer has requested of Blueox.
- Blueox reserves the right to record all conversations for quality and training purposes. Calls maybe used to record customer requests and telephonic contracts serve as binding contracts when specified to a customer.
- If Customer engages any third party to provide any goods or services, regardless of whether such third-party goods or services are related to the products or services that Blueox provides, Customer agrees that Blueox shall bear no responsibility or liability of any kind arising from or related to such third-party goods or services.
- Modification. These Terms may not be modified or amended except in writing signed by Blueox. Blueox hereby rejects any additional or different terms or conditions, whether or not material, proposed in customer’s purchase order, order acknowledgement, or any other documentation exchanged between the parties.
- Blueox Performance. Blueox shall use its best efforts to provide any products and services as ordered by Customer and to provide products and services when requested. Under no circumstances shall Blueox be responsible or liable for: (a) any delays in providing products or services to Customer; or (b) any damages or losses of any kind that Customer incurs due to any delays in Blueox providing products or services to Customer.
- Unless otherwise specified in a signed writing from Blueox, Blueox may increase prices of products or services at any time without prior notice.
- Payment Terms & Credit. Blueox shall have the right to change payment terms at any time without providing prior notice to Customer. Payment terms in effect at the time that Customer places an order with Blueox shall govern the order. Any invoice not paid when due shall be subject to a late charge of two percent per month or the maximum amount permissible by law, whichever is less. If, in Blueox’s opinion, Customer’s credit becomes unsatisfactory, Blueox may, in addition to all other rights and remedies available to Blueox, suspend the delivery of products or services pending receipt of cash or satisfactory security from Customer. Should Customer default in any payments due to Blueox, Customer agrees to pay all reasonable costs of collection incurred by Blueox, including reasonable attorneys’ fees. Title to all equipment or other products sold by Blueox to Customer shall remain in Blueox’s name until Customer has paid Blueox in full. Blueox shall retain a security interest in such equipment or other products until such time. Customer shall not grant or permit any lien or encumbrance to be placed on such equipment or other products until title has been fully transferred to Customer.
- Limited Warranty. Blueox does not assume and expressly disclaims any responsibility for Customer’s use of or the results obtained from any products or services that Blueox provides to Customer. Customer is cautioned to determine the appropriateness of Blueox’s products and services for Customer’s specific application before ordering. Blueox warrants that title to all products sold by Blueox shall be good and marketable. EXCEPT FOR THE FOREGOING, BLUEOX MAKES NO OTHER WARRANTIES EXPRESSED OR IMPLIED IN CONNECTION WITH ITS PROVISION OF PRODUCTS AND SERVICES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, BY PROVIDING ANY PRODUCTS OR SERVICES TO CUSTOMERS, BLUEOX MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE CONDITION OR STATUS OF ANY EQUIPMENT, INCLUDING BUT NOT LIMITED TO ELECTRICAL EQUIPMENT, INTERLOCKS, HVAC EQUIPMENT, OR STORAGE TANKS. NO DISCLAIMER, EXCLUSION, WAIVER, LIMITATION OR MODIFICATION OF ANY OF THE AFORESAID WARRANTIES SHALL BE DEEMED EFFECTIVE UNLESS IN WRITING SIGNED BY BLUEOX.
- LIMITATION OF LIABILITY OF BLUEOX CORPORATION. BLUEOX’S PRODUCT AND SERVICE FEES ARE BASED ON THE VALUE OF PRODUCTS AND SERVICES PROVIDED AND THE LIMITED LIABILITY PROVIDED UNDER THESE TERMS, AND NOT ON THE VALUE OF THE CUSTOMER’S PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT OR SEVERITY OF DAMAGE TO CUSTOMER’S PREMISES OR INJURY (INCLUDING DEATH) TO CUSTOMER OR OTHERS. BLUEOX’S MAXIMUM LIABILITY TO CUSTOMER FOR ANY DAMAGES OR ANY KIND, AND REGARDLESS OF THE LEGAL THEORY OR BASES UNDER WHICH CUSTOMER RECOVERS SUCH DAMAGES, SHALL BE LIMITED TO THE AMOUNT OF MONEY THAT CUSTOMER HAS PAID TO BLUEOX FOR THE PRODUCTS AND SERVICES THAT BLUEOX PROVIDED THAT PROXIMATELY CAUSED THE DAMAGE OR INJURY. THE PROVISIONS OF THIS PARAGRAPH APPLY IN THE EVENT OF LOSS OR DAMAGE, IRRESPECTIVE OF CAUSE OR ORIGIN, RESULTING DIRECTLY OR INDIRECTLY TO PERSON OR PROPERTY FROM THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS SET FORTH BY THESE TERMS OR THE ORDER AT ISSUE, OR FROM NEGLIGENCE, ACTIVE, OR OTHERWISE, OF BLUEOX, ITS AGENTS, OR EMPLOYEES. IF CUSTOMER WISHES TO INCREASE THE LIMITATION OF LIABILITY, CUSTOMER MAY, AS OF RIGHT, ENTER INTO A SUPPLEMENTAL AGREEMENT WITH BLUEOX AND OBTAIN A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT CONSISTENT WITH THE INCREASE IN LIABILITY. AS SUCH (I) CUSTOMER HEREBY AGREES THAT THE LIMITS ON THE LIABILITY OF BLUEOX CORPORATION, AND THE WAIVERS SET FORTH IN THESE TERMS ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN BLUEOX CORPORATION AND CUSTOMER; (II) EXCEPT AS PROVIDED IN THESE TERMS, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES AGAINST BLUEOX CORPORATION, INCLUDING RIGHTS OF SUBROGATION THAT CUSTOMER, ANY INSURER, OR OTHER THIRD PARTY HAVE DUE TO THE LOSSES OR INJURIES CUSTOMER OR OTHERS INCUR. CUSTOMER AGREES THAT WERE BLUEOX CORPORATION TO ACCEPT LIABILITY GREATER THAN THAT STATED ABOVE, IT WOULD NOT PROVIDE THE PRODUCTS OR SERVICES TO CUSTOMER. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF BUSINESS PROFITS.
- IN ADDITION TO THE FOREGOING, BLUEOX SHALL BEAR NO RESPONSIBILITY OR LIABILITY OF ANY KIND WHATSOEVER FOR ANY DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES) THAT RESULT FROM: (I) CUSTOMER’S FAILURE TO PROPERLY MAINTAIN AND SERVICE ANY EQUIPMENT RELATED TO ANY PRODUCTS OR SERVICES THAT BLUEOX PROVIDES TO THE CUSTOMER; (II) CUSTOMER’S FAILURE TO ENSURE THAT ANY EQUIPMENT RELATED TO ANY PRODUCTS OR SERVICES THAT BLUEOX PROVIDES TO THE CUSTOMER COMPLIES WITH ALL APPLICABLE LAWS, CODES, RULES, AND REGULATIONS; AND (III) ANY ACT OR OMISSION OF CUSTOMER OR ANY PERSON OR ENTITY ACTING ON CUSTOMER’S BEHALF. IF BLUEOX DOES INCUR ANY OF THE DAMAGES DISCLAIMED IN THIS SECTION 14, CUSTOMER SHALL FULLY INDEMNIFY BLUEOX.
- Third-Party Contracts. Customer represents that these Terms and any products or services that Customer orders from Blueox do not infringe on or create a breach or violation of any other contract with a third party to provide similar goods or services to which Customer is a party.
- Other Blueox Contracts. Notwithstanding any other language herein, to the extent that these Terms conflict in any way with the terms of a separate signed contract that Blueox and Customer have entered into, the specific conflicting terms of such separate contract shall govern and control, but otherwise, all non-conflicting terms herein shall apply.
- Force Majeure. Blueox shall not be responsible or liable for failure to perform attributable to any cause or contingency beyond its reasonable control including, without limitation, act of God; act or omission of civil or military authority; fire; flood; tempest; epidemic; pandemic; earthquake; volcanic activity, quarantine restriction; labor dispute (e.g. lockout, strike or work stoppage or slowdown); embargo; war; riot; unusually severe weather; accidents; political strife; act of terrorism; delay in transportation; compliance with any regulation or directive or any national, state, or local government, or any department or agency thereof; or any other cause which by the exercise of reasonable diligence Blueox is unable to overcome.
- Entire Agreement. The Terms constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings between the parties and any customary terms and conditions of purchase that Customer may establish from time to time. No course of dealing, usage of the trade, or acceptance or acquiescence in a course of performance rendered hereunder shall amend or in any way affect these Terms.
- Governing Law; Disputes. These Terms and the rights and obligations of the parties contained herein shall be governed by the laws of the State of New York excluding any choice of law rules which may direct the application of the laws of another jurisdiction. Any dispute or matter arising in connection with or relating to these Terms or Blueox’s provision to Customer of any product or service shall be venued exclusively in the state or federal courts located in Broome County, New York, and Blueox and Customer hereby submit to the jurisdiction of such courts.
- Miscellaneous. Customer may not assign its rights or delegates its performance in whole or in part under these Terms without the prior written consent of Blueox and any assignment or delegation without such consent shall be automatically void. If any provision of these Terms is held illegal or unenforceable by a court of competent jurisdiction, such holding shall not affect the enforceability of any other provision of these Terms. In the event any party commences a legal proceeding to defend or enforce its rights arising out of these Terms or Blueox’s provision of any product or service to Customer, the prevailing party shall be entitled to the award of its reasonable attorney’s fees and court costs, plus the costs of executing, enforcing and/or collecting any judgment at all trial and appellate levels
