Terms and Conditions of Purchase

OFFER AND ACCEPTANCE
- This Purchase Order constitutes an offer by Schwab-Vollhaber-Lubratt, Inc. or its affiliate listed on the Purchase Order (“SVL”) to purchase the goods or services identified on the front side hereof subject to the terms and conditions herein (“T&Cs”) and are not an acceptance of any offer or terms which may have been submitted by any provider of goods or services (“Seller”). This offer will be deemed accepted and Seller will be bound by such terms either by execution of the acknowledgment copy of the order, acceptable electronic transmission, commencement of performance, or by any other statement, act or course of conduct which constitutes acceptance under applicable law. Upon acceptance, this Purchase Order shall constitute the entire agreement (“Agreement”) between the parties (except for any additional warranties given by Seller), superseding any and all previous or contemporaneous communications and negotiations, both written and oral. Conflicting, different or additional terms are expressly rejected and shall not become a part of this Agreement unless accepted in writing by SVL, including those in any prior or subsequent quote, form, acknowledgment, invoice or other document.
PURCHASE PRICE AND PAYMENT TERMS
- The price of the goods and services is the price stated on the face of this Purchase Order. If no prices are stipulated therein, the price shall not exceed those last previously quoted or charged to SVL for goods and services of like kind or quality. No change will be accepted unless authorized in writing by SVL. Except as otherwise stated on the face of this Purchase Order, the price includes all taxes, duties, tariffs, fees, and other charges which may be imposed with respect to this Purchase Order and the goods and/or services it covers. State sales and/or use tax will be shown separately on the invoice. All time periods for payment, including those for any discount terms, will be computed from the date of delivery or the date of receipt of a correct invoice, whichever date is later. Unless otherwise stated, payment shall be due net 60 days.
SHIPMENT AND DELIVERY
- Delivery shall be made in quantities and at times specified in SVL’s order or in supplementary written instructions to Seller from SVL. Seller shall provide the services to SVL as described and in accordance with the schedule set forth in SVL’s order and in accordance with these T&Cs. Time is of the essence with respect to any delivery dates or performance schedule provided for in SVL’s order. Early delivery must be approved in writing by SVL. Except as otherwise indicated on SVL’s order, all goods are to be shipped DDP to the location specified in SVL’s order (under Incoterms® 2020). If the delivery requires importation into the United States, such importation and payment of associated duties, fees, tariffs and taxes will be the sole responsibility of Seller.
INSPECTION
- SVL is entitled to inspect the goods and/or services (including the performance of tests which may be on a batch basis) before or after receipt and reject them for failure to conform to this Purchase Order, regardless of whether any payment has been made by SVL and regardless of whether the nonconformity substantially impairs the value of the goods and/or services and regardless of the curability of the nonconformity. If goods tendered pursuant to this Purchase Order are nonconforming, in addition to other applicable remedies, SVL may return all of the goods to Seller, at Seller’s expenses, for first priority repair, replacement or a refund at the election of SVL.
CHANGES
- SVL is entitled to change or cancel orders in part or whole at any time. Pricing shall be equitably adjusted to reflect a reasonable increase or decrease in incremental out-of-pocket costs due to changes. The delivery schedule shall also be equitably adjusted. In the case of a cancellation of non-stock items without cause, SVL shall be responsible for the reasonable actual out-of-pocket costs incurred by Seller. SVL shall not be liable for cancellations due to Seller’s breach or with respect to stock items. Any claim for recovery or adjustment is waived unless made in writing within ten (10) days after receipt of SVL’s written change order or prior to delivery of the affected goods or services, whichever is earlier. Seller agrees to use its best efforts to mitigate costs and expenses relating to order changes and cancellations.
WARRANTIES
- Seller warrants that all goods and/or services will be free from defects in materials, workmanship and design, be merchantable, non-infringing, new, and comply with the specifications, Seller’s descriptions, industry standards and applicable laws. The warranties shall survive acceptance of and payment for the products and services and run to SVL, its successors, and customers.
INDEMIFICATION
- Seller agrees to indemnity SVL for claims, damage, loss and expenses (including reasonable attorneys’ fees), whether or not involving third party claims, suffered in connection with a breach of this Purchase Order by Seller or other acts or omissions of Seller or its agents.
CONFIDENTIALITY AND PROPRIETARY RIGHTS
- Seller may not disclose to any third party (other than as required by law) the existence or details of any actual or proposed sale arrangement or transactions or any information Seller receives or learns about SVL in connection with or as a result of this Purchase Order, except as is necessary to perform as required by this Purchase Order.
GENERAL PROVISIONS
- This Agreement will be interpreted according to the laws of the State of Minnesota, notwithstanding conflict of law provisions. The parties expressly disclaim the applicability of the United Nations Convention on Agreements for the International Sale of Goods. The State District Court sitting in Hennepin County, Minnesota, or the United States Court for the District of Minnesota shall be the proper and exclusive jurisdiction for any dispute regarding this Agreement or otherwise relating to the goods or services furnished hereunder. Each party agrees unconditionally that it is personally subject to the jurisdiction of such courts. Any notices required or permitted to be given hereunder shall be in writing and effective when received by a party at the address that each party has last notified the other by written notice. No addition to, or modification or waiver of, any provision of this Agreement shall be binding upon SVL unless set forth in a written document signed by SVL. The obligations stated herein may not be assigned or subcontracted by Seller in whole or part without SVL ‘s written consent.

Jim Lubratt

President & Chief Executive Officer

Jim Lubratt has been president of SVL since 2006. He first joined the company as a sales engineer in 1992 and was made a partner in 2000. He holds a Bachelor of Science in mechanical engineering from Southern Methodist University and first entered the HVAC industry as a marketing engineer for a heat pump manufacturer in Texas.

In addition to his role at SVL, Jim is vice president of AQC Industries, LLC, a manufacturer of specialized underground ductwork systems. He is also an investor and board member for Hydromx, Inc., a manufacturer of heat transfer nanofluids, and Crotega, Inc., creators of personal and building security solutions.

Jim and his wife, Tracy, met in college and married in 1993. They have three children, two of whom have graduated college in Texas, while their youngest is attending Grand Canyon University in Arizona.

Outside of work, Jim places a priority on his faith, family, friends, and fitness. He enjoys helping people-supporting charities, time with his wife and kids, road-biking with friends and efforts to stay physically fit.

A message from Jim on the achievements of SVL

SVL started in February 1967 by Charlie Schwab and Craig Vollhaber. Schwab-Vollhaber, Inc. (as it was named at the time) steadily grew and, in 1985, welcomed Paul Lubratt as another partner, becoming Schwab-Vollhaber-Lubratt, Inc. SVL’s founders had the determination to build the most talented, customer-focused HVAC representative in the Midwest. Our original drive and passion still shape the company and culture to this day. The achievements of an organization are the results of the combined efforts of every individual. From humble beginnings, SVL founders paved the way to industry success with hard work and determination. “Today, SVL is strongly organized with great people to lead our industry forward as we are challenged with fast-paced changes to reduce our environmental impact,” says Jim. Now, 55+ years later, SVL is under the leadership of two new principals who share the same vision and drive that has propelled SVL throughout the years. Built on a foundation of integrity, Jim Lubratt, and Charlie Vollhaber strive to ensure opportunities for personal growth, improved work environment, and shared life enrichment. The achievements of our organization are the results of the combined efforts of every individual.

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Charlie Vollhaber

Executive Vice President & Officer

Charlie Vollhaber is a third-generation employee at SVL, as a grandson of company co-founder Craig Vollhaber and son of former CEO Todd Vollhaber. Charlie holds a Bachelor of Science in mechanical engineering and an MBA, both from the University of Minnesota. He became an outside salesman for SVL in 2013, was made a partner in 2019, and then executive vice president and officer in 2022.

He grew up playing sports, including football, basketball, golf, and track, and enjoys the competitive nature of the HVAC industry. “I like that no two days are ever the same as there are always questions to answer and problems to solve,” he says. “Most of all, I enjoy working with great people and coordinating together on challenging projects to achieve positive results together.”

Outside of work, Charlie enjoys spending time with his wife, Lesley, and their three boys. He’s also fond of golfing, traveling, and attending concerts and sporting events. One of his favorite quotes is from the book of Philippians: “Do nothing from selfish ambition or conceit, but in humility count other more significant than yourselves. Let each of you look not only to his own interests, but also to the interests of others.” Because HVAC and construction is such a team effort, he says, “this mindset helps to create positive results in a vast majority of situations.”

A message from Charlie on the culture of SVL

“At SVL, we strive to cultivate a unique culture that revolves around finding and empowering exceptional individuals. We believe in equipping our team members with the right tools and resources to succeed.

As we’ve grown the business, we have deliberately maintained a small firm culture, fostering an environment where collaboration thrives. We encourage open dialogue and promote a sense of comfort among our employees, allowing anyone to ask questions and seek guidance from anyone else, regardless of their level within the organization.

We foster a workshop-like atmosphere where everyone’s contribution is valued. Presenting your work to another individual or a group of teammates provides a platform for collaboration, where ideas are shared, dissected, and improved collectively. We firmly believe in the power of mentoring and provide various avenues for both formal and informal guidance. Whether it’s through structured training programs or casual conversations, we encourage team members to discuss a wide range of topics, from work-related successes or issues to everyday personal life topics.

In summary, our culture is built on the foundation of attracting exceptional individuals, empowering them with the necessary tools, and fostering a collaborative environment where mentorship and growth thrive. We are committed to creating an atmosphere where every team member feels supported, valued, and encouraged to reach their fullest potential.”

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