Proposal
Project Name: Big Air Trampoline Park – Pennsville, NJ
Engineer: Unitas Engineering
Date: 11/13/2024
Prepared By: Gil-Bar Solutions
Drawings Dated: 10/11/2024
Specifications: Not Provided - Pricing Subject to Change
Proposal No.: Q-23039
Revision: 0
We are pleased to propose the following equipment:
ITEM A: SEVEN (7) AAON PACKAGED ROOFTOP UNITS
TAG MODEL VOLTAGE QTY
RTU-1,2,3,4 RNA-025 460V/3/60 (4)
RTU-5,6 RNA-008 460V/3/60 (2)
RTU-7 RNA-010 460V/3/60 (1)
EQUIPMENT FEATURES:
• Packaged R-454B Dx cooling and gas heating with powered exhaust
• Double wall unit construction with 2” foam insulation - R-value of 13
• Double wall access doors with full length stainless steel hinges
• Exterior paint finish shall be capable of withstanding at least 2,500 hours, with no visible corrosive effects,
when tested in a salt spray and fog atmosphere in accordance with ASTM B 117-95 test procedure.
• Powered exhaust fans, motors and VFDs are factory mounted and wired
• R-454B refrigerant with A2L refrigerant sensors
• Variable capacity compressor on lead stage and two step compressor on lag stages
• Compressor sound blankets
• DX coil with thermostatic expansion valve
• Aluminized steel gas heat exchanger with (4) stages of control
• 7” to 10.5” wc dynamic gas pressure required to the unit
• Stainless steel drain pan
• VFD controlled condenser fan with head pressure control
• Supply fan with factory mounted & wired VFD
• Modulating economizer with enthalpy control
• 2” 30% efficient MERV 8 & 4” MERV 13 filters
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• Clogged filter switch
• Single point power connection
• Fused GFI 115V convenience outlet - factory mounted and wired
• Disconnect switch - factory mounted and wired
• Phase & brown out protection
• Return air Smoke Detector and Terminal strip for any additional remote mounted smoke detectors,
• detectors are By Others and Field Installed
• Wattmaster VCC-X unit controller - integrated BACnet MSTP (or remote panel for Stand Alone Control)
• Supply air temperature and space sensor – shipped loose for field installation by others
• 18” knockdown roof curbs for flat roof, field assembled and insulated
• Current lead time is approx. 10-11 weeks for production
WARRANTY & FIELD SERVICES:
• General warranty 12-months from start-up or 18-months from shipment – whichever occurs first – parts only,
labor by others
• 5-year compressor warranty begins at shipment - parts only, labor by others
• 15-year gas heat exchanger warranty begins at shipment - parts only, labor by others
• Start - up services (during normal business hours)
NOT INCLUDED ITEMS & CLARIFICATIONS:
• Scope is based on drawing dated 10-11-24
• Bypass on VFDs
• Seismic calculations
• Static pressure tubing from the space to the unit mounted pressure sensor for powered exhaust
• modulation control
• Airflow monitoring / measuring system
• Spare filters / parts
• Rigging / installation
• Mounting and wiring of any sensors outside of the units including discharge air sensors, zone sensors,
• remote panels
• Maintenance / cleaning / service contracts or service labor
• Labor warranty
• Commissioning / field testing
• Owner training
• Service calls / diagnostic calls
ITEM A PRICE (EXCLUDING TAXES) …… $ PLEASE CALL
Units ship FOB factory, freight allowed to first stop.
We look forward to working with you on this project. If you have any questions, please feel free to call.
Thank you for considering Gil-Bar Solutions for this project.
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TERMS AND CONDITIONS OF SALE
1. Offer and Acceptance, Buyer. The following terms and conditions (these “Terms and Conditions”) are
incorporated into and made part of each purchase order (the “Order”) pursuant to which Gil-Bar
Solutions1 or any of its affiliated companies (the supplying entity under any Order, “Supplier”) sells any
goods (the “Products”)2 to any individual, company or other organization (“Buyer”). Together with the
Order(s), these Terms and Conditions constitute the entire agreement between Supplier and Buyer. Any
term or condition in any order, confirmation, acknowledgment form or other document furnished by
Buyer at any time which is in any way inconsistent with or in addition to the terms and conditions set forth
in these Terms and Conditions is hereby expressly rejected, and Supplier’s acceptance of any offer or order
of Buyer is expressly made in reliance on Buyer’s assent to all terms and conditions hereof. No prior
contracts, proposals, understandings, offers or course of conduct, or performance or custom of trade shall
in any way alter or amend the interpretation or enforcement of these Terms and Conditions.
2. Quotations, Pricing, Changes. Unless otherwise indicated therein, written quotations by Supplier shall
expire automatically [30] days after the date appearing on the quotation unless Supplier receives and
accepts Buyer’s Order within that period. Prior to the expiration date, any quotation is subject to change
by Supplier at any time upon verbal or written notice to Buyer. Unless otherwise stated in the Order or
agreed in writing, all prices are in U.S. Dollars and prices for Products do not include any federal, state,
provincial, or local taxes or import duties.
3. Payment Terms; Invoice; Setoff. Unless otherwise stated in the Order, terms of payment are net 30 days
from the date of invoice. [Buyer agrees to pay interest on overdue invoices at the lesser of 1.5% per month
and the highest rate permitted by law.] All shipments to be made hereunder shall always be subject to
the approval of Supplier’s credit department. Supplier may invoice Buyer and recover for each delivery of
Products made as a separate transaction without regard to any other delivery. [If Buyer is in default under
any contract with Supplier or if, in Supplier’s sole judgment, the financial responsibility of Buyer is or
becomes unsatisfactory, then Supplier may at its option and without prejudice to any of its other remedies
(a) defer or decline to make any shipments hereunder except upon receipt of satisfactory security or cash
payments in advance, (b) deduct any amount owed by Buyer or any of its affiliates to Supplier or its
affiliates from any amount payable to Buyer by Supplier or its affiliates, or (c) terminate any order of
Products that may have been placed by Buyer.] Buyer shall reimburse Supplier for any costs incurred by
Supplier, including reasonable attorney’s fees, to collect amounts due from Buyer to Supplier.
4. Security Interest. Supplier retains, and Buyer hereby grants to Supplier, a purchase money security
interest under applicable laws in the Products until payment in full has been made. In the event of default
by Buyer under these Terms and Conditions or any Order, Supplier shall have all the rights and remedies
of a secured creditor under applicable laws. Buyer authorizes Supplier to prepare any such financing
statements and other documents as Suppliermay require in order to perfect Supplier’s security interest.3
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5. Changes. Orders shall not be subject to cancellation or modification by Buyer in whole or in part without
Supplier’s prior written consent and payment of a reasonable cancellation charge for [applicable costs of
purchased materials and labor costs incurred and for] costs which Supplier is [otherwise] obligated prior
to such cancellation or modification, plus a reasonable profit margin for Supplier.
6. Delivery & Risk of Loss. Unless otherwise agreed in writing by the parties, Supplier reserves the right to
select the mode of transport and the identity of the carrier. Unless otherwise agreed in writing, delivery
is Freight on Board (FOB) the manufacturer’s facility. Buyer will bear all risk of loss once Products are
delivered to the carrier at the manufacturer’s facility. In no event shall payment to Supplier or the
manufacturer be withheld due to a pending claim with a freight carrier. Equipment costs include common
carrier freight; parts costs do not include freight unless specifically noted on the applicable Order. Supplier
is not liable for any jobsite conditions related to delivery (i.e. freight elevator, rigging charges or delivery
to jobsite).
7. Production Times. Production times and delivery dates are estimates only and based on the current lead
times as quoted from the factory, material availability and the prompt receipt of all necessary information
from Buyer. Lead times commence after an Order is accepted by Supplier and Buyer’s credit is approved.
No guarantee of shipment is made by any date; Supplier will not be responsible for any delay, loss or
damage in transit or failure to deliver within the time estimated, and no delay, loss or damage in transit
or failure to deliver within the time estimated will be a breach of contract on Supplier’s part. Under no
circumstances shall Supplier have any liability for penalties or other consequential damages of any kind
resulting in whole or in part from Supplier’s delay in delivering, or failure to deliver, any Products to Buyer
as agreed.
8. Warranty.4 From the time a Product is shipped until the earlier of (a) the 12 month anniversary of the date
on which the applicable Product is put in use, or (b) the 18 month anniversary of the date of shipment,
Supplier warrants to Buyer5 that the applicable Products will be free of defects in material and
workmanship, except that Supplier makes no warranty against corrosion or abrasion of any Products.
Notwithstanding anything to the contrary herein, the foregoing warranty [does not apply to Products that
were not manufactured by Supplier, and] shall automatically be void for any Products which have been
modified or repaired without Supplier’s prior written authorization, subjected to improper handling,
storage, installation, operation or maintenance, operated in a manner contrary to the Instructions (as
defined below), or which have not been timely paid for as provided herein. SUPPLIER SHALL HAVE THE
RIGHT TO INSPECT ANY PRODUCTS CLAIMED TO BE IN BREACH OF WARRANTY HEREUNDER AND SHALL
HAVE THE RIGHT TO DETERMINE THE EXISTENCE AND THE CAUSE OF SUCH ALLEGED BREACH. THE
WARRANTY SET FORTH IN THIS SECTION 9 IS SUPPLIER’S SOLE WARRANTY WITH RESPECT TO THE
PRODUCTS AND (x) SUPPLIER DOES NOT MAKE, NOR AUTHORIZE ANY AGENT, REPRESENTATIVE OR THIRD
PARTY TO MAKE, ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE
PRODUCTS’ CONDITION, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (y)
SUPPLIER HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE.
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9. The sole and exclusive remedy for losses or damages resulting from or relating to the Products
(including claims based on contract, negligence, strict liability or other legal theories) shall be limited to,
at Supplier’s election, one of the following: [(i) replacement of the affected Product or part thereof, or (ii)
refund of the purchase price paid for the Product; provided that Supplier’s provision of (i) or (ii) is
conditioned on its first being promptly notified of such loss or damage in writing]. For the avoidance of
doubt, Supplier’s obligation pursuant to the preceding sentence expressly excludes the cost of lost
refrigerant and any labor costs or charges. SUPPLIER SHALL NOT BE LIABLE TO ANY PARTY FOR ANY
OTHER LOSSES OR DAMAGES RESULTING FROM OR RELATING TO THE PRODUCTS, INCLUDING BUT NOT
LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, ECONOMIC, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OR LOSS OF PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE WARRANTY SET
FORTH IN THIS SECTION 9 SHALL BE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF SUPPLIER.
10. Compliance with Instructions and Laws. Buyer shall comply with all instructions relating to the Products
as may be issued from time to time by Supplier and, if applicable, the manufacturer of the Product,
including, but not limited to, instructions concerning (a) storage, handling, transportation, possession,
further manufacture or use, safety precautions, or other measures required or recommended to be taken
in order to ensure that the Products function properly and do not cause damage or injury to any property
or person, (b) any trademarks related to the Products and
(c) use of the Products (collectively, “Instructions”), whether contained in any instructions set forth on or
included in any of the Products’ labels or packaging. Buyer shall bring such Instructions to the attention
of any subsequent buyer of the Products and shall ensure that such subsequent buyer complies with all
Instructions. In addition, Buyer will, at its expense, comply with all federal, state, provincial, local and
foreign laws, orders, rules, regulations and ordinances, including import and export laws and regulations
that may be applicable to its use of the Products and performance of its obligations under these Terms
and Conditions and any Order.
11. Ownership of Proprietary Materials. Except for a limited license to use [or sell] the Products, as
applicable, Supplier does not transfer or license to Buyer any patent, trade secret, trademark, copyright
or other intellectual property right (“Intellectual Property Right”) owned or used by Supplier, and Supplier
retains ownership of any Intellectual Property Right that is related to the Products or is otherwise
developed by or provided to Buyer in connection with the supply of the Products. Supplier will have no
obligation with respect to any infringement claim based upon any: (a) misuse or modification of the
Products by Buyer or its employees or agents, (b) use of the Products in combination with other materials,
goods, products, or services, (c) failure of Buyer to implement any update provided by Supplier that would
have prevented the claim, or (d) Products that Supplier made to Buyer’s specifications or designs.6
12. Limited Trademark License. If words, symbols, designs, trademarks, service marks, logos, commercial
symbols and other indicia of trade origin of Buyer (collectively, “Buyer Marks”) are provided by Buyer to
Supplier for printing on a particular Product, then Buyer represents that the Buyer Marks are either in the
public domain or are the property of Buyer and do not infringe on the Intellectual Property Rights of
others.7
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13. Indemnification. Buyer assumes complete responsibility for, and agrees to defend, indemnify and hold
Supplier and its affiliates and its and their respective employees, directors, officers, agents, and
representatives harmless from and against, any and all claims, demands, actions, and causes of action, and
all losses and other costs incurred as a result thereof (including reasonable attorney’s fees, expert witness
fees and court costs) (collectively, “Losses”), which arise in connection with or otherwise relate to the
Products sold to Buyer, including any Losses on account of (a) injury to any person or any property
damage, (b) any misuse or modification of the Products by Buyer or its employees or agents, and (c) any
act (or failure to act) by Buyer or its employees or agents in contravention of the Instructions, including
any failure to store, install, operate, or maintain the Products in accordance with the Instructions.
Buyer will not make any admissions on behalf of Supplier or enter into a settlement without Supplier’s
prior written consent. The indemnification obligations of Buyer under this Section are not exclusive and
are in addition to, and shall not impair or exclude Supplier’s rights or remedies otherwise available to
Supplier, under applicable law, and all such rights and remedies of Supplier are cumulative.
14. Confidentiality. All confidential or proprietary information of Supplier and its affiliates, whether or not
marked as “confidential” (“Confidential Information”), may be used by Buyer only for the purposes
contemplated under these Terms and Conditions and an applicable Order, and Buyer shall not disclose
such Confidential Information to third parties or otherwise use it for any other purpose. Confidential
Information will not include information which: (a) is or becomes publicly available without breach of
these Terms and Conditions or an applicable Order by Buyer; (b) was known to Buyer prior to its receipt
from Supplier as evidenced in dated, written documentation; or (c) is developed by Buyer independently
of its access to Confidential Information as evidenced by dated, written documentation. Buyer is
permitted to disclose Supplier’s Confidential Information only to those of its and its affiliates’ employees
and authorized subcontractors on a need to know basis as is required for Buyer to perform its obligations
under these Terms and Conditions and any applicable Order, provided that such employees and
authorized subcontractors have written confidentiality obligations to Buyer that apply to Confidential
Information which obligations are no less stringent than the confidentiality obligations under this Section.
Buyer shall not use Confidential Information for its own, or any third party’s, benefit, and upon Supplier’s
request, Buyer shall promptly return to Supplier all Confidential Information. Buyer’s confidentiality
obligations shall survive the termination or performance of any and all Orders for so long as Confidential
Information remains confidential. In order to assure that Supplier is able to obtain the full benefit of the
restrictions set forth in this Section, Supplier shall be entitled to injunctive relief, including, but not limited
to, emergency, preliminary, temporary and permanent injunctions, from any court of competent
jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity
of proving immediate irreparable harm or an inadequate remedy at law. If the parties have already
entered into a confidentiality or non-disclosure agreement (“NDA”), the terms and conditions of the NDA
shall apply and control for confidentiality obligations between the parties in lieu of this Section.
15. Limitation on Supplier’s Liability. UNDER NO CIRCUMSTANCES WILL SUPPLIER BE LIABLE FOR ANY
SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, LOSS OF REVENUE, OR COST OF CAPITAL. Supplier’s liability
on any claim of any kind for loss or damage arising out of, in connection with or resulting from the
performance or breach of these Terms and Conditions or any Order shall in no case exceed the price
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allocable to the Products which give rise to the claim.
16. Force Majeure. Supplier shall not be liable to Buyer for any losses, damages or expenses incurred or
sustained by Buyer or any other persons or entities by reason of Supplier’s delay in a scheduled delivery or
other failure in performance caused by acts beyond Supplier’s control, such as, without limitation, (a) acts
of God, landslides, lightning, earthquakes, fires, storm or storm warnings such as hurricanes which result in
the evacuation of the affected areas, floods, washouts, or explosions; (b) acts of others such as strikes,
lockouts or other industrial disturbances, riots, sabotage, terrorism, insurrections or wars; (c) pandemics,
epidemics, and other public health emergencies, including governmental responses thereto; and (d) other
governmental actions, such as necessity for compliance with any court order, law, statute or ordinance, or
regulations promulgated by a governmental authority having jurisdiction, in each case other than with
respect to such matters arising out of the actions of the person claiming excuse of performance by reason
thereof (“Force Majeure”). In the event of the occurrence of any Force Majeure event, the time for
performance shall be extended for such time as may be reasonably necessary to enable Supplier to
perform. Supplier may, during any period of shortage due to any of the above contingencies, allocate its
available supply of Products among itself and its customers in such manner as Supplier, in its
judgment, deems fair and equitable.
17. Inspection. Upon the carrier’s delivery of Products to Buyer, Buyer shall immediately inspect the Products
for damage, missing quantity, defects or other non-conformities. If Buyer discovers any damaged or
missing Product, or any defective or other non-conforming Product, Buyer shall (a) note the defect on its
proof of delivery and (b) notify Supplier in writing of the claim immediately, and in any event no later than
[5] days after the date of the carrier’s delivery of the Product to Buyer (the “Inspection Period”). Any
Product for which Buyer does not provide written notice of rejection to Supplier during the Inspection
Period shall be deemed accepted by Buyer. Unless otherwise agreed by Supplier in writing, Buyer’s return
shipment to Supplier of rejected Product shall be at Buyer’s expense and risk of loss.
18. Independent Contractors. Buyer and Supplier are independent contractors, and nothing in these Terms
and Conditions or any Order makes either party the agent or legal representative of the other party for
any purpose. Neither party has authority to assume or to create any obligation on behalf of the other
party.
19. Governing Law, Jurisdiction and Venue. These Terms and Conditions and any Orders shall be governed
by and construed in accordance with the laws of the State of [Jurisdiction] without reference to the choice
of law principles thereof. Each party irrevocably submits to the jurisdiction of the federal and state courts
of the State of [Jurisdiction] and hereby waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding.
20. Miscellaneous. Neither party’s rights and obligations hereunder shall be delegated or assigned without
the other party’s prior written consent. In the event any one or more of the terms and conditions
contained herein shall be held to be invalid, illegal or unenforceable in any respect by a court, such
invalidity, illegality or enforceability shall not affect the other Terms and Conditions stated herein;
provided, however, that the remaining terms and conditions can be reasonably construed together
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without the provision declared invalid, illegal, or unenforceable. Waiver by Supplier of any breach of
these Terms and Conditions, or of any contract of which these terms and conditions are a part of, shall
not be construed as a waiver of any other such breach. Supplier may amend or modify these Terms
and Conditions upon written notice to Buyer.
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