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Terms of Use


 
TERMS AND CONDITIONS OF USE

THE TERMS AND CONDITIONS SET FORTH ON THIS FORM (THE "TERMS") AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND AIRGAS, INC. ("AGREEMENT") CONSTITUTE THE ENTIRE AGREEMENT BETWEEN AIRGAS, INC., BY AND ON BEHALF OF ITS SUBSIDIARIES AND AFFILIATES, ("AIRGAS") AND BUYER ("BUYER"). AIRGAS WILL NOT BE BOUND BY ANY ADDITIONAL OR DIFFERENT TERMS ON BUYER'S ORDER OR OTHER DOCUMENTS THAT ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE BY (1) WRITTEN ACCEPTANCE, (2) USE OF AIRGAS' ONLINE ORDERING SYSTEM OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM AIRGAS, WHICHEVER FIRST OCCURS.

Orders

Buyer will submit orders for products and services through Airgas' online ordering system for safety supplies, industrial, medical and specialty gases, welding products, tools and related equipment and services, located on the World Wide Web at www.airgas.com. These Terms apply to all orders for products and services accepted by Airgas. Acceptance of Buyer's order by Airgas will be made only on the express understanding and condition that insofar as these Terms conflict with any terms and conditions in Buyer's order, these Terms shall govern. No order shall be binding upon Airgas until Airgas sends Buyer confirmation of such order through electronic mail, facsimile, or other written communication.

Prices, Taxes, Payment

All prices quoted, all orders accepted, and all billings rendered are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. All prices presented on the site are subject to change at any time and without notice. Buyer will reimburse Airgas for any such tax, fee or charge, at the time of sale or thereafter, that Airgas is required to pay. Terms of payment are Net 30 days unless otherwise stated at time of order and on confirmation. In the event that payment is not received within the time period specified in the payment terms, any unpaid balance shall bear interest at the rate of 1.5%per month, or the maximum amount allowed by law, if lower. At its discretion Airgas may extend credit to Buyer, and any amount of credit extended by Airgas to Buyer may be changed or withdrawn completely by Airgas at anytime without prior notice. On any order for which credit is not extended by Airgas, shipment or delivery shall require, at Airgas' election, cash with order (in whole or in part), or C.O.D. or sight draft attached to the bill of lading or other shipping documents, and all costs of collection shall be paid by Buyer. If any proceeding is brought by or against Buyer under bankruptcy or insolvency laws, Airgas shall be entitled to cancel any order by Buyer then outstanding without prior notice.

Returns, Changes and Cancellations

Cancellations of and changes to orders for products and services, and returns of products by Buyer, will be subject to Airgas' then-existing return, change and cancellation fees. Upon the request of Buyer, Airgas will use commercially reasonable efforts to inform the Buyer of the return, change, and cancellation policies existing at the time of Buyer's request. Airgas reserves the right to modify its return, change, and cancellation policies and fees at any time and without notice to Buyer. Buyer agrees to pay all charges resulting from such returns, changes and cancellations, and including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, and any other cost resulting from cancellations, changes or returns.

Title, Delivery, and Acceptance

All sales of products are made F.O.B. the shipping point. Buyer will be responsible for all shipping and insurance charges, and will reimburse Airgas for all shipping and insurance costs Airgas incurs. Title and risk of loss of or damage to the products shall pass to Buyer on the date the products are delivered to a common carrier at the shipping point ("Shipment Date"). In the event of any default by Buyer, Airgas may decline to make further shipments without in any way affecting its rights. Airgas will not be liable for delay or non-delivery of the products, resulting or arising from any cause beyond the reasonable control of Airgas. The products will be deemed accepted on the Shipment Date.

Security Interest

Until full payment has been received, Airgas reserves, a purchase money security interest in the products sold. Buyer agrees to execute any document appropriate or necessary to perfect the security interest of Airgas, or in the alternative, Airgas may file these Terms as a financing statement and/or chattel mortgage.

Use of Products

The products sold by Airgas are not intended for human consumption and use. Buyer acknowledges that the products may not have been tested for safety and efficacy in commercial or any other use. The products may contain gases and chemicals, which may be harmful if misused. Due care should be exercised with all products to prevent direct human contact. Airgas provides material safety data sheets ("MSDS") or other instructions with the initial shipment of products. Buyer shall provide the MSDS and instructions to all personnel of Buyer, and to any third party authorized by Buyer to use products purchased hereunder by Buyer, prior to the handling and use of the products by such personnel or third party. Buyer shall ensure that such personnel at all times use the products strictly in accordance with the MSDS, the instructions, and any warnings on the labels of the products; and Buyer shall obtain written assurances from such third party that the third party will at all times use the products strictly in accordance with the MSDS, the instructions, and any warnings on the labels of the products. Only qualified, trained professionals who are familiar with the hazards associated with such gases and chemicals should handle all gases and chemicals.

Confidential Information

"Confidential Information" shall mean any information disclosed by one party to the other which is marked or identified as "Confidential", "Proprietary" or in some other manner to indicate its confidential nature, or information which the receiving party should know that the disclosing party would reasonably regard as confidential. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove:
  1. was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
  2. was known to the receiving party, without restriction, at the time of disclosure;
  3. is disclosed with the prior written approval of the disclosing party;
  4. was independently developed by the receiving party without any use of the Confidential Information;
  5. became known to the receiving party, without restriction, from a source other than the disclosing party, without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights; or
  6. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Breach of the confidentiality obligations set forth in this Section 7 may cause irreparable damage and therefore, the injured party shall have the right to equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys fees and expenses) incurred in connection with such unauthorized use. Upon expiration or termination of this Agreement, each party shall return all tangible Confidential Information received from the other party. Notwithstanding the foregoing provisions of this Section 7, Airgas will have the right to use, sell, or otherwise distribute aggregated statistical information regarding Buyer's use of Airgas On-line in accordance with Airgas' Privacy Policy; provided, however, that Airgas shall not disclose the name or identity of the Buyer, or any information or data from which such name or identity could reasonably be discerned. In consideration of the above, Buyer agrees that all information on the site including information related to the customer, accounts, electronic catalogue, pricing, and other information are all confidential information and property of Airgas.
Indemnity

Buyer shall indemnify, defend, and hold harmless Airgas and its employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Airgas may sustain or incur arising from (a) Buyer's use of the products (including without limitation to storage, handling, and transportation of products), (b) use of the products by a third party with Buyer's authorization, (c) use of the products by a third party without Buyer's authorization, where such unauthorized use is due to Buyer's negligent act or omission, or willful misconduct, (d) Buyer's failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad, the Toxic Substance Control Act, and the Emergency Planning and Community Right-to-Know Act of 1986, or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use the products), or (e) the Buyer's breach of any of its obligations set forth in these Terms or in the Agreement. Airgas will provide Buyer with: (i) prompt written notice of such claim of which Airgas is aware; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance at Buyer's expense to settle and/or defend any such claim. Notwithstanding the foregoing, Buyer shall not settle any such claim, suit or proceeding without the written consent of Airgas, which shall not be unreasonably withheld.

Prospective Statements

Any forward-looking statements contained in or on Airgas On-line including, without limitation, those concerning projected costs, profit, demand for gases, net income after taxes and earnings per share, involve risks and uncertainties, and are subject to change based on various factors, including, without limitation, the impact of changes in economies, achievement of cost reductions and efficiencies, changes in currencies, changes in interest rates, the continued development and acceptance of new products and processes, the impact of competitive products and pricing, future mergers and acquisitions (including any related charges, transactions costs and operational risks), risks associated with foreign operations, litigation, the impact of tax and other legislation and regulation in the jurisdictions in which the company operates, and other risk factors listed from time to time in Airgas' SEC reports.

Warranties and Disclaimers

All information appearing on Airgas On-line is provided "AS IS" and without warranties of any kind with respect to its correctness, accuracy, reliability or otherwise. Airgas provides no warranty with respect to Airgas On-line or the products and/or services sold hereunder, except those products directly manufactured by Airgas and services directly provided by Airgas. For products not directly manufactured by Airgas and services not directly provided by Airgas, Buyer receives a warranty on such products or services, if any, directly from the manufacturer of those products or provider of those services to the extent such "pass-through" warranties are available. Upon the request of the Buyer, Airgas will use commercially reasonable efforts to inform the Buyer of the warranty policy of a particular manufacturer or service provider, or to direct Buyer to a source of such information. AIRGAS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO AIRGAS ON-LINE OR THE PRODUCTS AND SERVICES SOLD HEREUNDER. AIRGAS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AIRGAS DOES NOT WARRANT THAT OPERATION OF AIRGAS ON- LINE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT AIRGAS ON-LINE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

AIRGAS SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF AIRGAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. AIRGAS' TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT OR SERVICE SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT OR SERVICE.

General

Airgas reserves the right to modify any programs, policies, information, products and services contained on Airgas On-line at any time and without notice to Buyer. A Buyer who uses information contained on Airgas On-line or makes decisions based on such information does so at his own risk. These Terms and performance by the parties hereunder shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to provisions on the conflicts of laws. Buyer and Airgas consent to the exclusive venue in, the state and federal courts of the Commonwealth of Pennsylvania. Buyer shall not assign (a) any order for products and/or services placed through Airgas On-line or (b) any interest in or any rights under such order, without the prior written consent of Airgas. These Terms constitute the entire agreement between Airgas and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between Buyer and Airgas with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Airgas. The failure by Airgas to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.

Access and Use of Information

Access to this site is limited to viewing the linked pages solely for legitimate business purposes to access the information provided by Airgas at this site. Any access or attempt to access other areas of the Airgas computer systems or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this site other than in connection with a legitimate business purpose.

Trademarks

This site contains many Airgas, and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this Web site including copyright, trademarks, trade secret and patent rights are reserved. Access to this Web site does not constitute a right to copy or use any of the third parties' intellectual property of Airgas or its suppliers. Statutory notice contained herein represents trademark status in the United States.

Copyright

All materials contained on this Site are subject to the ownership rights of Airgas, Inc. and its Suppliers. Airgas hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring Airgas services or products. You agree that any copy made must include Airgas copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein.

Submissions

All remarks, suggestions, ideas, graphics or other information communicated to Airgas through this site will forever be the property of Airgas. Unless otherwise specified in writing, all material submitted to Airgas will be presumed to be public and Airgas will not be required to treat the information as confidential. Airgas shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information.

Complete Agreement

The terms and conditions of use contained in Airgas' Web site Terms and Conditions of Use contained herein, forms, acknowledgments, quotations, invoices and sales terms and conditions, are incorporated herein by reference and constitute the entire and exclusive agreement between BUYER and the Airgas.

Separability

If any provision of these Terms of Purchase shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use.

Questions Regarding Terms and Conditions of Use

Any questions regarding the Airgas On-line Terms and Conditions of Use should be directed to Airgas at custserv@airgas.com or On-Line Customer Service, Airgas, Inc., 259 North Radnor-Chester Road, Radnor, PA 19087.

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