Terms and Conditions

1. Scope, Acceptance, and Contracting Party

1.1 These Terms and Conditions of Sale and Website Use ("Terms") govern access to and use of any Torqon Air Inc. website, and every quotation, proposal, sale, order, delivery, Product, Service, invoice, and other transaction supplied under the Torqon Air Compressor name. The seller is the legal entity identified as seller on the applicable quotation, order acknowledgment, or invoice, operating under the Torqon Air Compressor and/or Torqon Air Inc. name ("Torqon," "Seller," "we," "us," or "our").

1.2 "Buyer," "Customer," or "you" means the person or entity purchasing, receiving, using, or contracting for Products or Services. A "Commercial Buyer" is a Buyer acquiring Products or Services primarily for business, industrial, institutional, governmental, agricultural, rental, or resale purposes. A "Consumer" is an individual acquiring a consumer product primarily for personal, family, or household use.

1.3 Buyer accepts these Terms by any of the following: clicking an acceptance box; submitting an order; issuing a purchase order in response to a Torqon quotation; signing or electronically approving a quotation; paying a deposit or invoice; accepting delivery; permitting installation or start-up; or using a Product or Service. The individual accepting represents that he or she has authority to bind Buyer.

1.4 If mandatory consumer law gives a Consumer rights that cannot be waived or limited, those rights control only to the minimum extent required. All provisions remain fully effective for Commercial Buyers and in all other circumstances.

2. Order Documents; Priority; Rejection of Buyer Terms

2.1 The contract for a transaction consists of the following "Order Documents," in descending order of priority: (a) a separately negotiated agreement signed by authorized representatives of both parties; (b) a Torqon quotation or change order signed or expressly accepted by Buyer; (c) Torqon's written order acknowledgment; (d) these Terms; and (e) Buyer's purchase order solely as to product identity, quantity, requested delivery location, and other terms expressly accepted by Torqon in writing.

2.2 Torqon expressly rejects and objects to every additional or different term in any Buyer request for quotation, purchase order, portal, acknowledgment, confirmation, policy, or other document. Torqon's performance is not acceptance of Buyer's terms. No course of dealing, course of performance, usage of trade, website posting by Buyer, or silence modifies the Order Documents.

2.3 A conflict is resolved in favor of the higher-priority Order Document. Handwritten or specially negotiated terms control over printed boilerplate only when expressly accepted in writing by an authorized Torqon representative.

3. Website Use and Online Information

3.1 Buyer may use the website only for lawful business or purchasing purposes. Buyer may not interfere with website security or operation; introduce malicious code; scrape or harvest data by automated means; impersonate another person; attempt unauthorized access; copy substantial site content; or use the website or its content to compete unlawfully with Torqon.

3.2 Website descriptions, illustrations, photographs, dimensions, drawings, flow data, performance estimates, energy estimates, lead times, availability, and pricing are general information and may be corrected or updated. They are not engineering advice, a site survey, or a performance guarantee unless incorporated into a signed Torqon quotation as an express specification.

3.3 Buyer is responsible for account credentials and activity under its account. Third-party links and services are provided for convenience only; Torqon does not control or endorse them and is not responsible for their content, availability, security, or terms.

3.4 Torqon may update these Terms prospectively. The version accepted with an Order governs that Order unless the parties agree otherwise in writing or a change is required by law.

4. Quotations, Orders, Changes, and Cancellations

4.1 Unless stated otherwise, a quotation expires thirty (30) calendar days after issuance and is subject to prior sale, supplier availability, credit approval, and written order acceptance. A Buyer order is an offer. Torqon may accept or reject it in whole or in part. An order is accepted only when Torqon issues a written order acknowledgment or ships the Products, whichever occurs first.

4.2 Torqon may correct typographical, clerical, calculation, website, specification, or pricing errors before shipment. If correction materially increases the price or materially changes the Product, Buyer may cancel the affected unshipped standard Product within two (2) business days after notice, unless the Product is custom, special-order, configured, or already committed to production or procurement.

4.3 Buyer-requested changes are effective only through a written change order and may change price, lead time, freight, warranty eligibility, and other terms. Torqon may suspend work while a change is evaluated.

4.4 Buyer may not cancel an accepted Order without Torqon's written consent. For approved cancellation of standard stock Products, Buyer is responsible for Torqon's documented nonrecoverable costs, supplier charges, freight, payment-processing charges permitted by law, and reasonable handling expenses. Custom, special-order, configured, made-to-order, modified, or non-stock Products are non-cancellable and non-refundable once procurement, engineering, configuration, or production begins, except as required by law.

4.5 Torqon may suspend or cancel an Order for nonpayment, inadequate assurance of payment, credit deterioration, sanctions or export concerns, illegality, supply failure, material pricing error, Buyer delay, insolvency, or Buyer breach. Buyer remains liable for Products completed or committed and for costs incurred before suspension or cancellation.

5. Prices, Taxes, Payment, and Credit

5.1 Prices are in U.S. dollars and exclude sales, use, excise, value-added, import, export, customs, duties, tariffs, assessments, permits, freight, insurance, installation, start-up, rigging, and similar charges unless expressly included. Buyer shall pay all such amounts other than taxes imposed on Torqon's net income. A valid exemption certificate must be supplied before invoicing.

5.2 Payment is due as stated in the quotation or invoice. If no terms are stated, payment is due before shipment. Deposits are applied to the Order and are not interest-bearing. Buyer may not withhold, set off, recoup, or deduct any amount without Torqon's written consent.

5.3 Overdue amounts accrue a late charge at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law. Buyer shall reimburse reasonable collection costs, including attorneys' fees and court costs, to the extent permitted by law.

5.4 For Commercial Buyers, Buyer grants Torqon a purchase-money security interest in Products and identifiable proceeds until all amounts are paid, and authorizes Torqon to file financing statements and other records reasonably necessary to perfect or evidence that interest. Risk of loss is not affected by this security interest.

5.5 Torqon may require advance payment, a letter of credit, additional deposit, or other adequate assurance at any time before full payment if Torqon reasonably determines that payment is insecure. Failure to provide assurance is a material breach.

6. Financing, Payment Processors, and Chargebacks

6.1 Third-party financing, leasing, credit-card, and payment-processing arrangements are separate agreements between Buyer and the provider. Torqon is not the lender and does not control provider approval, fees, timing, or account treatment.

6.2 Any approved refund on a financed or leased purchase may be paid to the lender, lessor, or payment provider as required by that arrangement. Buyer remains responsible for obligations to the provider until the provider confirms adjustment.

6.3 Buyer shall notify Torqon promptly of a billing dispute and allow a reasonable opportunity to investigate before initiating a chargeback. A chargeback does not cancel the Order, transfer title, or eliminate Buyer's payment obligations, and Torqon may pursue amounts improperly withheld.

7. Product Selection, Sizing, Specifications, and Buyer Information

7.1 Buyer is responsible for determining that Products are suitable for Buyer's application, site, duty cycle, pressure, flow, altitude, ambient temperature, humidity, ventilation, power quality, electrical service, piping, air-quality requirements, and all operating conditions. Torqon may rely on information supplied by Buyer without independent verification.

7.2 Recommendations, sizing assistance, energy estimates, or calculations are based on stated assumptions and do not replace professional engineering. No capacity, efficiency, noise, air-quality, power-consumption, or production result is guaranteed unless a specific written performance guarantee is included in a signed Order Document.

7.3 Published ratings are subject to applicable test methods, normal manufacturing tolerances, and stated reference conditions. Torqon may use superseding or functionally equivalent components and make nonmaterial design changes without notice.

7.4 Buyer shall review all drawings, submittals, voltage, phase, pressure, dimensions, connection locations, and options before approval. Buyer is responsible for errors in Buyer-supplied specifications, approvals, drawings, or data and for resulting delay or cost.

7.5 Unless expressly approved in writing, Products are not designed or certified for breathing air, life support, medical gas, oxygen enrichment, nuclear facilities, aviation flight systems, explosive or classified locations, or any application in which failure could reasonably cause death, serious bodily injury, or catastrophic property or environmental damage.

8. Delivery, Title, Risk of Loss, and Storage

8.1 Unless the quotation states a different delivery term, delivery is FOB shipping point under the applicable Uniform Commercial Code. Risk of loss passes to Buyer when Products are duly delivered to the carrier. If Torqon arranges freight, it does so as Buyer's agent and may prepay and add freight to the invoice. Mandatory consumer risk-of-loss law, if applicable, controls.

8.2 Title passes upon delivery to the carrier, subject to Torqon's security interest and any rights of stoppage or reclamation. Software and intellectual property are licensed, not sold.

8.3 Delivery and completion dates are estimates, not guarantees, unless expressly stated as guaranteed in a signed Order Document. Torqon may make partial shipments and invoice each shipment. Delay does not entitle Buyer to consequential damages, back-charges, or cancellation except as expressly agreed or required by law.

8.4 If Buyer delays delivery, provides inadequate receiving instructions, or cannot receive Products when ready, Torqon may place Products in storage at Buyer's risk and expense, invoice them as delivered, and charge reasonable storage, handling, redelivery, demurrage, and insurance costs.

8.5 Buyer is the importer of record for international sales unless expressly stated otherwise and is responsible for import permits, customs classification, duties, taxes, destination compliance, and export/re-export restrictions.

9. Delivery Inspection, Freight Damage, Shortage, and Shipping Claims

9.1 Buyer shall inspect the shipment before signing the delivery receipt or bill of lading. Visible damage, shortage, or package irregularity must be described specifically on the carrier record, with photographs taken while the shipment is present. Buyer should refuse delivery only when damage is substantial and safe unloading or preservation is not reasonably possible.

9.2 Buyer shall notify Torqon in writing of visible freight damage within two (2) business days after delivery; shortages, wrong items, or obvious nonconformity within five (5) business days; and concealed freight damage within five (5) business days or any shorter carrier deadline. Buyer shall preserve all packaging, pallets, labels, and damaged goods for inspection.

9.3 A clean delivery receipt is evidence that no visible freight damage was observed. Failure to give prompt notice does not waive a non-waivable legal right, but Torqon may deny assistance or recovery to the extent the delay prejudices investigation, cure, insurance, or carrier recovery.

9.4 When risk of loss has passed, freight claims are Buyer's responsibility. Torqon may assist as a courtesy but does not guarantee the carrier's decision, timing, or payment. Buyer shall not deduct a freight claim from amounts owed to Torqon.

10. Installation, Site Conditions, Permits, and Start-Up

10.1 Unless expressly included, prices do not include installation, unloading, rigging, crane service, foundations, anchoring, piping, ducting, wiring, disconnects, overcurrent protection, surge protection, phase monitoring, ventilation, drains, condensate treatment, permits, inspections, pressure-vessel registration, code compliance, start-up, training, or removal of existing equipment.

10.2 Buyer shall provide a safe, code-compliant site and all utilities within Product specifications. Installation and electrical work must be performed by qualified personnel. Buyer is responsible for local building, fire, electrical, environmental, occupational safety, pressure-vessel, and other legal requirements.

10.3 Where start-up is included, Buyer must complete site prerequisites and provide access, utilities, and qualified personnel. Waiting time, repeat trips, correction of site deficiencies, and work outside the agreed scope are chargeable. Start-up does not certify the entire facility or downstream system.

10.4 Damage or performance issues caused by improper installation, piping, electrical supply, ventilation, environmental conditions, third-party equipment, or Buyer delay are not Product defects and are not covered by warranty.

11. Safety, Operation, and Maintenance

11.1 Buyer shall follow all manuals, labels, safety notices, operating limits, maintenance schedules, and lockout/tagout procedures; maintain guards and pressure-relief devices; train operators; use appropriate personal protective equipment; and prevent access by unqualified persons.

11.2 Buyer shall not bypass safety devices, alter controller logic, exceed rated pressure or temperature, operate with inadequate lubrication or cooling, use incompatible fluids, or continue operating after an alarm, abnormal noise, overheating, leakage, electrical fault, or other condition that may cause additional damage.

11.3 Buyer is responsible for safe compressed-air treatment and use. Compressed air must not be used for breathing or direct contact with food, pharmaceuticals, or sensitive processes unless the complete system is specifically designed, validated, and legally approved for that purpose.

12. Acceptance and Nonconforming Products

12.1 Products are deemed accepted upon the earliest of: (a) installation or energization; (b) use in production; (c) modification; or (d) ten (10) calendar days after delivery, except for latent defects covered by the Limited Warranty.

12.2 Buyer shall give timely written notice describing any claimed nonconformity and allow Torqon a reasonable opportunity to inspect and cure. Buyer may not reject an entire Order because of a nonconformity affecting a separable Product or component.

12.3 To the maximum extent permitted by law, Buyer's exclusive remedy for a Product that did not conform to an accepted written specification at delivery is, at Torqon's option, correction, repair, replacement, or refund of the net price paid for the affected Product. Torqon may require return of the affected Product before providing a remedy.

13. Limited Warranty; Third-Party Products; No Oral Warranties

13.1 Torqon's only express product warranty is the separate Torqon Air Compressor Limited Warranty, Return & Refund Policy in effect for the Order, which is incorporated into these Terms. Warranty coverage begins and is conditioned as stated in that policy.

13.2 Products manufactured by third parties and merely resold or distributed by Torqon carry only the manufacturer's transferable warranty, if any, unless a Torqon Order Document expressly states additional coverage. Torqon may assist with a manufacturer claim but is not responsible for the manufacturer's decision or performance.

13.3 No dealer, salesperson, installer, service provider, website statement, catalog, oral statement, technical discussion, or other communication creates or enlarges a warranty unless included in a written Order Document signed by an authorized Torqon representative.

14. Returns, Refunds, and Order Cancellations

14.1 Returns and refunds are governed exclusively by the Torqon Air Inc. Limited Warranty, Return & Refund Policy. No return is authorized without a written Return Merchandise Authorization (RMA) issued before shipment to the designated return location.

14.2 The Miami mailing address is not a warehouse or authorized return location. Goods sent there without written routing instructions may be refused, returned at Buyer's expense, or held without responsibility for delay or damage.

14.3 Warranty claims after the nondefective return period are handled under the Limited Warranty and do not create an automatic right to rescind the sale, exchange the entire unit, or receive a refund.

15. Software, Firmware, Controllers, and Intellectual Property

15.1 Torqon and its licensors retain all rights in websites, trademarks, photographs, manuals, drawings, designs, software, firmware, controller logic, diagnostic tools, data formats, and other intellectual property. No rights are transferred except a limited, nonexclusive, nontransferable license to use embedded software solely to operate the purchased Product.

15.2 Buyer shall not copy, distribute, publish, reverse engineer, decompile, bypass security, alter firmware, remove ownership notices, or use Torqon intellectual property to manufacture or have manufactured a competing product, except to the limited extent a restriction is prohibited by law.

15.3 Third-party software and connectivity features may be subject to separate license, subscription, network, cybersecurity, and privacy terms. Internet or remote-monitoring availability is not guaranteed, and loss of connectivity does not constitute Product failure unless expressly warranted.

15.4 Drawings, submittals, and technical information supplied for a quotation or custom project are confidential and may be used only to evaluate, install, operate, and maintain the applicable Products. Buyer grants Torqon a license to use Buyer-provided specifications and materials to perform the Order.

16. Compliance, Export Controls, and Resale

16.1 Buyer shall comply with all laws and regulations applicable to purchase, installation, operation, maintenance, resale, export, re-export, disposal, and end use, including safety, environmental, anti-bribery, sanctions, and export-control requirements.

16.2 Buyer shall not sell, export, re-export, transfer, or use Products in a prohibited country, for a prohibited end user, or for a prohibited end use. Torqon may screen, suspend, refuse, or cancel a transaction when reasonably necessary for compliance.

16.3 Buyer is responsible for all representations, labels, modifications, combinations, and warranties it gives to downstream customers and shall not represent itself as Torqon's agent or alter Torqon warranties without written authority.

17. Commercial Buyer Indemnification

17.1 This Section applies to Commercial Buyers only. Buyer shall defend, indemnify, and hold harmless Torqon and its affiliates, owners, officers, employees, and agents from third-party claims, losses, fines, penalties, damages, and reasonable legal fees arising from: Buyer's improper selection, installation, operation, maintenance, modification, integration, resale, labeling, or disposal of Products; violation of law; bodily injury or property damage after risk of loss passes; Buyer-provided designs or specifications; or Buyer's breach of the Order Documents.

17.2 Buyer has no indemnity obligation to the extent a final judgment determines that the loss was caused by Torqon's gross negligence or willful misconduct. Torqon shall provide reasonable notice and may participate in the defense. Buyer may not settle a claim in a manner that admits fault by or imposes a nonmonetary obligation on Torqon without Torqon's written consent.

18. Force Majeure and Supply Disruption

18.1 Torqon is not liable for delay, shortage, allocation, failure to deliver, or increased cost caused by events beyond its reasonable control, including natural disaster, severe weather, fire, flood, epidemic, pandemic, war, terrorism, civil disorder, labor dispute, transportation interruption, utility or internet failure, cyberattack, supplier failure, material shortage, governmental action, embargo, sanctions, tariff change, port congestion, or carrier delay.

18.2 Torqon may allocate available Products among customers, substitute commercially reasonable sources or components, extend delivery, or suspend performance. If a force majeure event continues for more than ninety (90) days, either party may cancel the affected unperformed portion by written notice, subject to payment for completed, custom, or non-cancellable commitments.

19. Limitation of Liability

19.1 To the maximum extent permitted by law, Torqon's total aggregate liability arising from or related to a Product, Service, Order, or occurrence shall not exceed the net amount actually paid to Torqon for the specific Product or Service directly giving rise to the claim.

19.2 The exclusions and cap apply even if an exclusive or limited remedy fails of its essential purpose. They do not limit Buyer's payment obligations and do not exclude liability that applicable law does not permit to be excluded or limited, including liability for Torqon's willful misconduct and, where legally non-waivable, personal injury.

19.3 No action or remedy under these Terms creates liability for an affiliate, owner, officer, employee, agent, supplier, or subcontractor beyond the same limitations available to Torqon.

20. Dispute Notice, Governing Law, Forum, and Jury Waiver

20.1 Before filing a claim, the complaining party shall give written notice describing the dispute, supporting facts, requested relief, and relevant Order. Authorized representatives shall attempt in good faith to resolve the dispute for at least thirty (30) days after receipt. This requirement does not prevent a party from seeking temporary injunctive relief or filing to avoid expiration of a non-waivable limitations period.

20.2 The Order Documents are governed by the laws of the State of Florida, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.3 Subject to mandatory consumer law, each party irrevocably submits to the exclusive jurisdiction of the state courts located in Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida, and waives objections based on venue, personal jurisdiction, or inconvenient forum.

21. Notices and Electronic Transactions

21.1 Operational notices may be sent to the email or physical address shown in the Order Documents. Formal breach, indemnity, or dispute notices must be in writing and delivered by nationally recognized courier, certified mail, or email with evidence of transmission to the addresses shown in the applicable Order Documents, with a copy to: Torqon Air Compressor, 382 NE 191st St #445592, Miami, FL 33179, USA.

21.2 The parties consent to electronic records and signatures. An electronic record or signature, click acceptance, email approval, or other electronic process may evidence assent. Buyer is responsible for retaining a copy of the Terms and Order Documents provided in a printable or storable format.

21.3 The mailing address above is for notices only and is not an authorized return or service location.

22. Miscellaneous

22.1 Buyer may not assign an Order, delegate duties, or transfer warranty rights without Torqon's prior written consent. Torqon may assign receivables, use subcontractors, and assign an Order to an affiliate or successor in connection with a reorganization, financing, merger, or sale of assets.

22.2 Failure to enforce a provision is not a waiver. Any waiver must be specific and in writing. Rights and remedies are cumulative except where a remedy is expressly exclusive.

22.3 If a provision is invalid or unenforceable, it shall be enforced to the maximum lawful extent or reformed to approximate its intended economic effect, and the remaining provisions remain effective.

22.4 The Order Documents are the complete agreement concerning the transaction and supersede prior or contemporaneous proposals, communications, and representations. An amendment must be in a writing signed by authorized representatives of both parties, except for prospective website updates under Section 3.4.

22.5 No third party is a beneficiary. Headings are for convenience. "Including" means "including without limitation." Provisions concerning payment, security interests, intellectual property, confidentiality, indemnity, warranty limitations, liability, dispute resolution, and miscellaneous terms survive completion or termination.

22.6 The English-language version controls. Translations are for convenience only unless a signed Order Document expressly states otherwise.

23. Contact

Contract and legal correspondence may be sent to Torqon Air Compressor, 382 NE 191st St #445592, Miami, FL 33179, USA, or through the contact method stated on the applicable quotation or invoice. Do not ship Products, parts, or returns to the mailing address unless an RMA expressly directs shipment there.