Terms And Conditions

    THIS DOCUMENT sets forth the terms and conditions between PRO1 IAQ, INC. (“Seller”) and the customer, including individuals or other legal entities (“Buyer”) for the purchase of goods or services (“Goods”) from Seller by Buyer.


        1. This Agreement sets forth the terms and conditions between PRO1 IAQ, INC. (“Seller”) and the customer, including individuals of other legal entities (“Buyer”) for the purchase of goods or services (“Goods”) from Seller by Buyer. By accepting the Goods, Buyer hereby agrees to and accepts these Terms and Conditions without variation or addition. Buyer further agrees that any terms or conditions that vary in any way from these Terms and Conditions which are contained in any purchase order or other Buyer generated documents shall form no part of the Terms and Conditions with respect to the sale of Goods by Seller to Buyer unless expressly accepted by Seller in writing. Seller reserves at all times the right in its sole discretion to refuse orders from Buyer. The Agreement shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Seller, to the extent they differ from, modify, add to or detract from the Agreement, shall not be binding on Seller. There are no agreements, promises or understandings, either verbal or written that are not fully expressed herein. No statements, recommendations, or assistance by either party has been relied upon by either party or shall constitute a waiver by either party of the provisions.


        2. Incorporation of Terms. These Terms and Conditions along with any Seller price list, schedule, quotation, invoice or other Seller prepared document relevant to the sale of Goods to Buyer, along with all other documents specifically incorporated by reference in writing herein shall constitute the complete and exclusive statement of the Terms and Conditions governing the sale of Goods by Seller to Buyer.


        3. Prices. Seller may adjust the price of the Goods from the price at which any order for goods is accepted to the Seller’s price in effect at the time of shipment, without prior notice to Buyer.


        4. Taxes. Any and all taxes or other governmental charges (whether current or future) which Seller is required to pay or collect as a result of the sale of Goods by Seller to Buyer shall be for Buyer’s account and shall be added to the price.


        5. Terms of Payment. Terms are net thirty (30) days from the date of Seller’s invoice in US currency, unless otherwise specifically stated in writing by Seller. Any balances unpaid after 30 days will be charged interest of 1½% per month from the date such payment was due. If a shipment is delayed by Seller at request of Buyer, payment therefore shall become due on the date when Seller is prepared to make shipment thereof. Prices are F.O.B. Seller's shipping point. Seller is entitled to perform periodic credit reviews of Buyer. Whenever, in the judgment of Seller, the financial condition of the Buyer does not justify the continuation of production or shipment on the specified terms of payment, the Seller may require full or partial payment in advance. In the event that payment is not made by Buyer when due, Seller reserves the right either to terminate this Agreement or to suspend further performance under this and/or other agreements between Seller and Buyer. Such right of termination or suspension is in addition to, and not in substitution for, any of Seller’s other rights in equity or at law. In the event that Seller shall engage in any actions for the collection of past due amounts, Buyer agrees to be liable for all expenses, including attorney’s fees, related to the collection of such past due amounts.


        6. Security Interest. Buyer hereby grants Seller a security interest in all Goods sold to Buyer by Seller. Such security interest shall continue in such Goods until all amounts due and owing for such Goods are paid for to the satisfaction of Seller. At Seller’s request, Buyer agrees that it will execute and deliver to Seller such instruments as Seller requests to protect and perfect such security interests.


        7. Shipment and Delivery. All Shipments shall be F.O.B. Seller’s shipping point unless specifically stated otherwise in writing. Responsibility and risk of loss or damage shall pass from Seller to Buyer upon delivery to and receipt by common carrier. All claims for shipping errors, lost shipments or other discrepancies must be made in writing from Buyer to Seller within ten (10) days. Buyer will be deemed to have waived any such claims that are not made within the required ten-day reporting period. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or

        contributed to by circumstances beyond Seller’s reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates. Seller reserves the right to withhold delivery of the Product if, for any reason, Buyer fails to pay to Seller any portion of the purchase price for the Product(s) in the amount(s) and at the time(s) specified in the Contract.


        8. Limited Warranty. The following sets forth the full and complete warranty of Seller for the Goods:


        a. Seller warrants that any Goods purchased for resale hereunder will be free from defects in material and workmanship under normal use and regular service and maintenance for the period specified in the Seller’s warranty applicable to such goods in effect on the date of shipment. A copy of such warranty policy will be furnished to Buyer upon request and is hereby incorporated by reference.


        b. No warranty will apply to any Goods that have been altered in any manner by anyone other than Seller at Seller’s facilities or have otherwise been subjected to improper handling, operation, maintenance, repair or alteration, misuse, negligence, improper installation or accident.


        c. Buyer’s exclusive remedy under this limited warranty shall be, at Seller’s option, the replacement of any confirmed defective Goods or the issuance of a credit for not more than the purchase price of the Goods. In no event shall any warranty payment include the cost of labor or other expenses incurred in servicing any units on which the goods are installed. In the event that Buyer shall claim a breach of this warranty, Seller reserves the right to inspect any such goods and determine the validity of any such claim.




        e. Any products purchased by Seller from a third party for resale to Buyer (“Resale Products”) shall carry only the warranty extended by the Resale Products’ original manufacturer. Seller agrees to provide reasonable cooperation with Buyer in the event that Buyer shall have any claim against such original manufacturer pursuant to the warranty of a Resale Product.


        f. Limitation of Liability. Seller’s sole and exclusive responsibility, and Buyer’s exclusive remedy, or breach of any warranty hereunder, is limited to Seller’s responsibility replace or provide credit under this section. In no event will Seller’s liability to Buyer and/or any of its customers, exceed the price paid by Buyer for the specific goods provided by Seller giving rise to the claim or cause of action, and Buyer shall indemnify Seller for any damages in excess thereof. At no time shall Seller be liable for any incidental, consequential or punitive damages, including, but not limited to, loss of any anticipated profits, interruption of business, loss of use of revenue, cost of capital or loss or damage to property or equipment, or loss of reputation.


        g. Buyer agrees to indemnify and hold Seller harmless from any liability to Buyer, Buyer’s employees, workers, contractors or other persons arising out of Buyer’s or any other person’s use of the goods. Buyer agrees that any and all instructions and warnings supplied to Buyer by Seller will be forwarded to any person or entity who uses the goods. Buyer further agrees that the Goods will be used in their recommended applications and that all warning labels supplied by Seller with respect to the Goods will be left intact and forwarded with the Goods to any further users.


        h. Buyer expressly agrees that in the event that Seller shall furnish any technical advice with respect to the use of the Goods, is given without charge, and Buyer further agrees that Seller shall assume no obligation or liability for such advice given, or the results obtained. Buyer agrees that it will accept such technical advice at Buyer’s risk.


        i. Patents and Copyrights. In the event Goods from the Seller are found to infringe a US patent, Seller shall have the right, at its option and expense, to procure for Buyer the right for Buyer to continue using such Goods, or replace them with non-infringing Goods or modify same to become non-infringing, or grant Buyer a credit for the depreciated value of such Goods upon their return. In the event of the foregoing, Seller may also, at its option, cancel the agreement as to future deliveries of such Goods, without liability.


        9. Excuse of Performance (Force Majeure). Seller shall not be liable for delays in performance or for non-performance due to acts of God, acts of Buyer, war, fire, flood, weather, sabotage, strikes, labor disputes, civil disturbances or riots, governmental requests, restrictions, allocations, laws, regulations, orders or action, unavailability of or delays in transportation, default of suppliers, or unforeseen circumstances or events beyond Seller’s reasonable control. Deliveries or other performance may be suspended for an appropriate period of time or cancelled by Seller upon notice to Buyer in the event of any of the foregoing, but the balance of the agreement shall otherwise remain unaffected.


        If Seller determines that its ability to supply the total demand for the Goods or to obtain material used directly or indirectly in the manufacture of the Goods, is hindered, limited or made impracticable due to causes set forth herein, Seller may allocate its available supply of the Goods or such material (without obligation to acquire other supplies of any such Goods or material) among itself and its purchasers on such basis as Seller determines to be equitable without liability for any failure of performance which may result therefrom.


        10. Changes. Buyer may request changes or additions to the Goods consistent with Seller’s specifications and criteria. In the event such changes or additions are accepted by Seller, Seller may revise the price(s), license fee(s) and date(s) of delivery.


        Seller reserves the right to change designs and specifications for Goods without prior notice to Buyer. Seller shall have no obligation to install or make such change in any Goods manufactured prior to the date of such change.


        11. Assignment. Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of the Seller, and any such assignment, without such consent, shall be void.


        12. Installation. Buyer shall be responsible for receiving, inspecting, testing, storing, installing, starting up and maintaining all Goods.


        13. Drawings. Seller’s prints and drawings (including without limitation, the underlying technology) furnished by Seller to Buyer in connection with this agreement are the property of Seller and Seller retains all rights, including without limitation exclusive rights of use, licensing and sale of same, possession of such prints or drawings does not convey to Buyer any rights therein or license thereto and Buyer agrees to keep the same confidential. Upon termination of this agreement, or at any time upon Seller’s request, all such prints and drawings, and any copies or duplication of same, shall be immediately returned to Seller.


        14. Quantity. Buyer agrees to accept quantities of plus or minus ten percent (10%) of the order on Goods, including parts. Any such additional items shall be priced at the price per item charged for the specific quantity ordered.


        15. Confidentiality. Unless specifically agreed to in writing, Seller (including without limitation its successors, assigns, agents or any person or entity acting at Seller’s direction) shall not be responsible for keeping confidential any specifications, drawings, designs, manufacturing data or other information of any nature, provided by Buyer hereunder; and further, Seller shall not be liable for any damages, costs or expense, of any nature arising out of

        any dissemination of such documents or information of any nature, provided by Buyer hereunder; and further, Seller shall not be liable for any damages, costs or expenses of any nature arising out of any dissemination of such documents or information.


        16. U.S. Export Control Regulations. All Goods sold to Buyer by Seller hereunder are subject to U.S. Export Control Laws. Buyer hereby agrees not to re-sell or divert any Goods contrary to such laws. For sales ultimately destined outside the United States, notwithstanding any provisions to the contrary in this or other documents related to this transaction, and regardless of how price was quoted, whether FOB, FAS, CIF or otherwise, legal title to the goods and risk of loss shall remain with Seller until the goods have passed beyond the territorial limits of the United States.


        17. Miscellaneous. These terms and conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. The validity, performance, and all other matters relating to the interpretation and effect of this agreement shall be governed by the laws of the state of Missouri without regard to its conflict of law principles. No action, regardless of form, arising out of transactions relating to this contract, may be brought by either Party more than two (2) years after the cause of the action has accrued.


        18. Arbitration. Any dispute, claim or controversy arising out of, or between the Parties during the execution of or interpretation of this Agreement shall be governed by the laws of the State of Missouri and shall be resolved by arbitration in accordance with the American Arbitration Association Dispute Resolution Procedures in effect at the time of arbitration.


    You also agree to the following Privacy Policy:


    Pro1 IAQ Inc. is committed to protecting your privacy. This statement details the steps we take to protect your personal information when you visit our websites or use an online application that contains a link to this statement (collectively, the “sites”). This statement also covers information we receive when you contact us (e.g., to submit a comment or query or to seek support with one of our products or services). It describes the personal information that we collect, the purposes for which we use such information and your choices regarding our use of it. The steps we take to protect your personal information and how you can review and correct your personal information are also covered here. By accessing our sites or providing us your information when you contact us, you are consenting to the information collection and use practices described in this privacy statement.

    For purposes of this statement, “personal information” means information that identifies a particular individual, such as name, postal address, email address or phone number. When other information, such as email newsletter choices, product purchases or consumer product preferences, is associated with personal information, this other information also becomes personal information.

     Our collection of information

    Information collected directly from you. Generally, you can visit Pro1 IAQ's sites without entering any personal information. On certain pages, we may ask you for personal information to provide a service or carry out a transaction that you have requested. You may also provide some personal information to us when you contact us (e.g., with a comment, inquiry or customer support request). The personal information we collect or receive may include:

    • contact details, such as your name, title, company/organization name, e-mail address, telephone and fax numbers and physical address;
    • information about your company and job function;
    • your e-mail marketing preferences;
    • financial information (including credit card or account information);
    • information, such as your nationality and country of residence, that allows us to determine your eligibility under export control regulations to receive information about certain technologies;
    • information used to customize and facilitate your use of our sites, including login and technical information;
    • inquiries about and orders for our products and services;
    • information that assists us in identifying the products and services that best meet your requirements;
    • event registration information; and
    • feedback from you about our sites and our products and services generally.

    You are not required to provide any of this information, but if you do not, we may not be able to provide you the requested service or complete your transaction.

    Information collected automatically. We collect information about your visit to our sites, including what pages you view, the number of bytes transferred, the links you click, the materials you access and other actions taken within Pro1 IAQ's sites. We may combine this information with your personal information to and use the combined information in accordance with this privacy statement. We also collect certain standard information that your browser sends to every website you visit, such as your Internet Protocol (IP) address, your browser type and capabilities and language, your operating system, the date and time you access the site and the website from which you linked to one of our sites. We do not combine this standard information with other personal information.

     Our use of information

    Services and transactions. We use your personal information to deliver services or carry out transactions you have requested, including, but not limited to, providing information on Pro1 IAQ products or services, registering purchased products, processing product orders, handling warranty claims, replacing product manuals, answering customer service requests and facilitating use of our sites. In order to offer you a more consistent experience in your interactions with Pro1 IAQ – including, but not limited to, learning about you and how you interact with and use Pro1 IAQ products and services; developing and managing our products, services and customer care; and providing you with information about Pro1 IAQ products and services that you may be interested in -- information collected by our sites may be combined with information we collect or acquire through other means.

    Website and product improvement. We may use your personal information to perform business analyses or for other purposes to improve the quality of our business, our sites and Pro1 IAQ products or services (including new products or services), or to make our sites easier to use by eliminating the need for you to repeatedly enter the same information or by customizing our sites to your particular preference or interests.

    Communications. We may use your personal information to inform you of products or services available from Pro1 IAQ in which you may be interested and to send you surveys regarding your use of Pro1 IAQ products and services. You can opt out of receiving promotional communications from us by contacting us using the contact information listed in this privacy statement.  Moreover, each promotional e-mail communication we send includes an unsubscribe link allowing you to stop delivery of that type of communication. If you elect to unsubscribe, we will remove you from the relevant list within 10 business days.

    Employment Applications. In connection with a job application or inquiry, you may provide us with information about yourself, such as a resume or curriculum vitae. We may use this information throughout Pro1 IAQ for the purpose of employment consideration. If your application or inquiry is unsuccessful, we will keep the information for future consideration for a limited period of time, unless you direct us not to do so.

    In addition to the uses listed above, we may use information we have collected in order to detect, prevent and respond to fraud, intellectual property infringement, violations of our Terms & Conditions, violations of law or other misuse of the sites.

     Our use of cookies and web beacons

    Cookies are text files containing small amounts of information which is downloaded to your hard disk or to your browser's memory when you visit one of Pro1 IAQ’s sites. Cookies are useful because they help arrange the content and layout of our sites and allow us to recognize those computers or other devices that have been to our sites before. Cookies do many different jobs, such as allowing our websites to remember your preference settings and helping us to enhance the usability and performance of our sites and your experience using them.

    Our sites also may contain electronic images known as web beacons – sometimes called single-pixel gifs – that allow us to count the number of users who have visited specific pages. We may include web beacons in promotional e-mail messages or newsletters in order to determine whether messages have been opened and acted upon.

    Cookie categories

    The type of cookie that may be used on Pro1 IAQ’s sites can be put into 1 of 4 categories: Strictly Necessary, Performance, Functionality & Profile and Advertising.

    1.     Strictly Necessary Cookies

    These cookies are essential, as they enable you to move around our sites and use their features, particularly in connection with information searches and order placement. Without these cookies, services you have asked for cannot be provided. These cookies do not gather information about you that could be used for marketing or remembering where you have been on the internet. An example of a strictly necessary cookie is a “shopping basket cookie,” which is used to remember the products that you wish to purchase when you add products to your shopping basket or proceed to checkout.

    2.     Performance Cookies

    These cookies collect information about how you use our sites, for example which pages you go to most often and if you get any error messages from certain pages. These cookies collect only anonymous information that is used to improve how our sites work.

    These cookies are not used to target you with online advertising. Without these cookies we cannot learn how our sites are performing and make relevant improvements that could better your browsing experience. Examples of performance cookies that our sites use include Google and Adobe Analytics (see further discussion below).

    3.     Functionality & Profile Cookies

    These cookies allow our sites to store information that you provide such as your site language preferences and to store technical information useful for your interactions with our sites. For instance, they remember your user ID and elements of your user profile. They also ensure that your experience using the sites and Pro1 IAQ’s marketing efforts are relevant to you. They may also be used to provide services you have asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

    Without these cookies, a website cannot remember choices you have previously made or personalize your browsing experience. For example, we use a cookie to store your language preferences, which allows us to present you with product search results in the correct language, and we use a cookie to store your choice about the appearance of the cookie information banner that we display on our sites. This cookie will help us remember your choice about the appearance of the cookie information banner when you subsequently visit the same site where you made your choice about the banner and any other Pro1 IAQ sites with the same domain or the same top level domain.

     4.     Advertising Cookies

    These cookies may be used to deliver advertisements that are more relevant to you and your interests. They may also be used to limit the times you see an advertisement as well as help to measure the effectiveness of the advertising campaign. Although these cookies may track your visits to other websites, they do not usually know who you are.

    Without these cookies, online advertisements you encounter will be less relevant to you and your interests.

    Setting your cookie preference

    You have the ability to accept or decline cookies. Most internet browsers automatically accept cookies, but you can usually modify your browser settings to decline cookies or to notify you when a cookie is being placed on your computer. If you choose to decline cookies, you may not be able to fully experience the features of Pro1 IAQ's sites or other websites that you visit.

    Our use of web analytics

    Pro1 IAQ uses industry standard web analytics to track visits to our sites. These analytics are provided by Google Analytics. The information generated by the cookie about your use of our sites (including your IP address) will be transmitted to and stored by Google and Adobe on servers in the United States. Google and Adobe will use this information for the purpose of evaluating your use of our sites, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google and Adobe may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s or Adobe’s behalf. Google and Adobe will not associate your IP address with any other data held by Google and Adobe.

    You may opt out of web analytics by installing these tools on your computer.

    Google Analytics Opt Out Link 

    Do-Not-Track Signals and Similar Mechanisms 

    Some web browsers may transmit “do-not-track” signals to the sites with which the user communicates. Because of differences in how web browsers incorporate and activate this feature, it is not always clear whether users intend for these signals to be transmitted, or whether they even are aware of them. There currently is disagreement, including among participants in the leading internet standards-setting organization, concerning what, if anything, websites should do when they receive such signals.

    Pro1 IAQ currently does not take action in response to these signals. If and when a final standard is established and accepted, Pro1 IAQ will reassess how to respond to these signals.

     Disclosure of your personal information

    Except as described below, personal information that we collect about you through our sites or that you provide to us when you contact us will not be shared outside of Pro1 IAQ without your permission.

    Disclosure to service providers. Pro1 IAQ contracts with other companies to provide services on our behalf, such as hosting websites, sending out information, conducting surveys, processing transactions, analyzing our sites and performing business and other analyses to improve the quality of our business, our sites and Pro1 IAQ products or services. We provide these companies with only those elements of your personal information they need to deliver those services effectively. These companies and their employees are prohibited from using personal information they receive from Pro1 IAQ for any other purpose.

    Disclosure to distributors. In responding to a request made by you, we may share your personal information with companies that distribute our products. In those cases, we provide these companies with only those elements of your personal information they need to respond to your request, and these companies and their employees are prohibited from using that personal information for any other purpose. In some cases, we may seek your permission to share your information with distributors for marketing purposes other than responding to a request from you. However, we will not share your information for such marketing purposes unless we have obtained your express consent to do so.

    Disclosure in connection with transactions. In connection with certain transactions, we may disclose some or all of your personal information to financial institutions, government entities and shipping companies or postal services involved in fulfillment of the transaction.

    Disclosures in connection with acquisitions or divestitures. Circumstances may arise where for strategic or other business reasons Pro1 IAQ decides to sell, buy, merge or otherwise reorganize businesses in some countries. Such a transaction may involve the disclosure of personal information to prospective or actual purchasers, or the receipt of personal information sellers. We may disclose information we maintain about you to the extent reasonably necessary to proceed with the negotiation or completion of a merger, acquisition or sale of all or a portion of Pro1 IAQ’s assets. It is Pro1 IAQ's practice to seek appropriate protection for information in these types of transactions.

    Disclosure for other reasons. We may disclose personal information if required or authorized to do so by law or in the good-faith belief that such action is necessary to comply with legal requirements or with legal process served on us, to protect and defend our rights or property or, in urgent circumstances, to protect the personal safety of any individual.


    Pro1 IAQ is committed to protecting the security of your personal information. We use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use or disclosure. For example, we store the personal information you provide on computer systems with limited access that are located in facilities to which access is limited. For sites to which you log in, it is your responsibility to ensure the security of your password and not to reveal this information to others. When you move around a site to which you have logged in, or from one site to another that uses the same login mechanism, we verify your identity by means of an encrypted cookie placed on your machine.

     Reviewing your personal information

    In some cases, you can review and correct personal information provided through our sites by going to the page on which you provided the information. In all cases, you can make a request to review and correct your personal information that is collected via our sites or that you provide when you contact us or ask Pro1 IAQ to stop using it by contacting us using the contact information listed below. We may take steps to verify your identity before providing you access to your personal information. You can help us to maintain the accuracy of your information by notifying us of any change to your mailing address, phone number or e-mail address.

     Consent to international transfers of personal information

    The personal information we collect on our sites or that you provide to us when you contact us may be sent to the United States or to any other country in which Pro1 IAQ or its agents or suppliers maintain facilities. We may also store and process the information there. Although the laws that protect personal information in those countries may differ from the laws where you live, we will take reasonable steps to ensure that your privacy is protected. By using our websites or contacting us and giving your information to us, you consent to the transfer of the data outside of your country.

     Children's information

    Pro1 IAQ does not knowingly collect information from children and does not target or direct its sites to children.

     Links to other sites

    Our sites may contain links to other websites such as Pro1 IAQ distributors and sales affiliates, professional and government organizations and publications. We also link to third-party providers that host, maintain and operate on-line training curricula. Although we try to link only to websites that share our high standards and respect for privacy, we are not responsible for the content, security, or privacy practices employed by other websites.

     Enforcement of this privacy statement/Contact Us

    If you have questions regarding this statement or our handling of your personal information, please contact us using the contact information listed below. We will promptly address your concern and strive to reach a satisfactory resolution.



    Mailing Address:

    P.O. Box 3377

    Springfield, MO 65808-3377

    Changes to this privacy statement

    Pro1 IAQ may occasionally update this privacy statement. When we do, we will revise the "last updated" date at the top and bottom of the privacy statement. If we make any material changes in the way we collect, use and/or share personal information that we collect about you through the sites, we will notify you by sending you an email at the last email address that you provided us and/or by prominently posting notice of the changes on the sites.



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