Terms and Conditions of Sale

1. Exclusive and Entire Agreement. All sales by Airman Products LLC, a Delaware limited liability company (herein, "Seller"), of any goods to any customer (herein, "Buyer") are subject to these Terms and Conditions of Sale as well as any writing from Seller that references or is attached to these Terms and Conditions of Sale (collectively, the "terms"), and the terms constitute the entire, complete, and exclusive agreement between the parties with respect to any goods provided by Seller as specified in these terms. If these terms are different from, or contain terms and conditions in addition to, Buyer's purchase order or any other document provided by Buyer (including any modifications thereto) Seller expressly rejects such different or additional terms in Buyer's document, and Seller's provision of the goods is expressly conditioned upon Buyer's assent to these terms. Notwithstanding any other acts or omissions of the parties, Buyer's acceptance of a product constitutes Buyer's assent to all of these terms. No order received by Seller shall be a contract binding Seller unless accepted by Seller in writing.
2. Delivery. Delivery terms are EXW (INCOTERMS 2000). Except as otherwise set forth in a quotation, Buyer assumes full responsibility for goods upon Seller's delivery to Buyer's carrier at Seller's facility, including proper arrangement and security for transport.
3. Price. Except to the extent Seller provides a signed quotation that states that it is a firm quote for a fixed period of time, all prices provided by Seller, whether in its catalog, pricing software or otherwise, are subject to change and revision by Seller at any time. All orders are deemed made at Seller's prices current at the time of order acceptance and may be accepted by Seller on those terms. The price specified in any quote for goods is exclusive of taxes and shipping related costs and is payable only in U.S. currency. Availability of goods and descriptions and specifications of goods is subject to change without notice. Buyer shall reimburse Seller for all taxes, shipping related costs or other charges which Seller may be required to pay upon the sale, transportation or use of the goods. The opening and maintenance of a credit account with Seller is subject to Buyer providing satisfactory references and observing all of the terms on which credit is given. Seller reserves the right to refuse to extend credit at any time and for any reason.
4. Payment Terms. Unless otherwise agreed by Seller in writing, Payment terms for all sales are net 30 days. If Buyer fails to make payment when due, in addition to Seller's other rights and remedies, (i) Buyer shall pay Seller a late charge equal to the greater of 2%, per month and/or part of a month on the remaining unpaid balance due Seller or the highest lawful amount which may be charged to Buyer and pay all expenses of collection of amounts due Seller from Buyer, including reasonable attorneys' fees and (ii) Seller may suspend performance without responsibility or liability to Buyer for resultant delay. Buyer shall not be entitled to make any deductions or set off of any amounts (including those for alleged damages) against payments due to Seller hereunder. Seller may treat any failure by Buyer to make any payment within 10 days of the due date as an improper cancellation of this order under Section 8 hereof.
5. Security Interest. Until the entire amount due Seller is paid, Buyer grants Seller a purchase money security interest in all goods, including the proceeds thereof, with all rights and remedies of a secured party in any jurisdiction. Buyer authorizes Seller to file financing statements, or such other documents, appropriate to protect Seller's security interest, without Buyer's signature. If Buyer has granted a third party a blanket security interest in the type of collateral of which the goods would be characterized under the Uniform Commercial Code or applicable law, Buyer shall notify Seller of such fact in writing prior to shipment of goods.
6. Inspection and Acceptance. Buyer cannot reject goods as non-conforming unless promptly upon delivery, but no later than fifteen (15) days after delivery, Buyer shall (i) examine and inspect all goods, and (ii) notify Seller of any defect in material or workmanship or any other fact that causes the goods not to conform to the agreement between Buyer and Seller. Failure to so inspect and inform Seller of a defect within the foregoing time period or the use of any goods by Buyer at any time shall be conclusive evidence that Seller has satisfactorily tendered delivery and that Buyer has inspected and accepted the goods. Should Buyer so notify Seller of any defects in goods, in addition to any obligations Buyer may have to Seller, Buyer shall re-pack the goods into their original packaging and store those goods in an appropriate environment pending instructions from Seller. At Seller's option, Seller may ship and bill to Buyer product replacing defective goods and issue a credit to Buyer only when the rejected goods are received by Seller.
7. Shortages and Delays. Any dates quoted for delivery are approximate only. In the event of inability for any reason to supply the total demand for goods, Seller may allocate its available supply among any or all purchasers, as well as departments and divisions of the Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom. Seller shall not be liable for loss, damage, detention or delay nor be deemed to be in default from causes beyond its reasonable control including without limitation fire, strike, labor difficulties, act or omission of any governmental authority or of Buyer, compliance with import or export regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials or manufacturing facilities from usual sources, failure of supply. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay, without liability to Seller. In no event shall Seller be liable for any production losses due to late delivery or failure of any goods whether or not due to any of the foregoing enumerated causes. If shipments are delayed at Buyer's request, due to Buyer's acts or omissions, or due to circumstances that are not within Seller's control, payment shall be made by Buyer within seven (7) days after Buyer has been notified by Seller that the particular goods are ready for shipment. If shipment is delayed, in addition to any other remedy available to Seller, the goods may be stored by Seller at Buyer's risk and expense. If an order is delayed at Buyer's request or due to Buyer's fault for more than 30 days, the order shall, if Seller so elects, be considered cancelled unless other arrangements acceptable to Seller are made.
8. Returns/Cancellation. No goods may be returned outside of warranty except upon Seller's written authorization in Seller's sole discretion. Any such authorized return must (i) be in new condition, suitable for resale and with all its original parts and in original undamaged packaging and (ii) not have been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. If Seller agrees to accept a return Buyer must pay all costs and bear all risk of returning the goods to Seller's facility and pay a restocking charge of 25% of the price for all returns out of warranty.
   
   Orders accepted by Seller can be cancelled only with the written consent of Seller in Seller's sole discretion and only upon payment of a cancellation charge of 25% of the price or such greater amount as may be specified by Seller in its consent. Any cancellation without Seller's consent or other improper cancellation by Buyer shall obligate Buyer to pay reasonable and proper termination charges based on Seller's costs plus a fixed sum of 30% the price of the goods. Any cancellation shall terminate all of Seller's obligations with respect to the order.
9. Limited Warranty. Seller warrants to Buyer that the goods sold will be free from defects in material and workmanship (the "Limited Warranty"). Any claim under the Limited Warranty must be made within 12 months from the date of installation of the deliverable or 18 months from the date of shipment by Seller, whichever occurs first (the "Warranty Period"). This Limited Warranty covers only new goods which are found upon examination by Seller’s factory in Brighton, Michigan, to be defective in material or workmanship as delivered to Buyer.
   
   Except as hereafter provided, the Limited Warranty is not transferable or assignable and any such transfer or assignment is void. If the deliverables are goods and Buyer resells the deliverables or incorporates the deliverables in equipment sold by Buyer, the Limited Warranty may be passed through to Buyer's customer, but Buyer shall not alter the Limited Warranty in any way. The Limited Warranty does not cover service trips, service calls, costs of removing and reinstalling goods or components and other labor charges or the cost of shipment of replacement parts. The Limited Warranty does not cover and excludes damages due to (i) failure to install, label, operate or maintain goods as directed in any instruction manual or bulletin or under applicable law or regulation, (ii) misuse, abuse, neglect or modification of the goods in any way, (iii) improper service, use of replacement parts or accessories that are not specified by Seller, (iv) improper installation, accident, fire, flood, acts of God or other casualty, (v) use of any goods other than their intended purpose and normal usage, (vi) damage during shipment (all claims must be filed with carrier), (vii) any defect from a drawing, design, or specification supplied by or on behalf of Buyer, or (viii) incompatibility with items not supplied by Seller. No warranty coverage is applicable if Buyer cannot prove the original purchase date, the data plate and/or serial number on any goods is removed, defaced, modified or altered in any way, or Seller is not permitted to inspect the damaged goods.
   
   No person (including without limitation any dealer or distributor) other than an executive officer of Seller has authority to change or extend the terms of the Limited Warranty, and Buyer confirms that no other warranty terms have been extended by Seller or are applicable to the goods. Change or extensions to the terms of the Limited Warranty (whether before or after sale) are binding only if confirmed in writing by Seller's duly authorized executive officer.
10. Limitation on Warranties/Damages. Any claim under the Limited Warranty must be made within the Warranty Period or such claim is waived.
    
    Except as set forth in these terms, Seller makes no representation or warranty of any type, express or implied, including any warranty of merchantability, warranty of fitness for a particular purpose or warranty of non-infringement or warranty arising from any course of dealing, course of performance or usage of trade.
    
    Seller will not under any circumstances, be liable for any special, indirect, punitive or consequential damages (even if Seller has been notified of the possibility of such damages) resulting from or related to a product including, without limitation, any loss of profits, or loss of opportunity. Some jurisdictions do not allow limitations on warranties or damages, so this limitation or exclusion may not apply.
11. Remedy. Seller's sole obligation and Buyer's exclusive remedy with respect to any goods, whether arising in contract, tort (including negligence), strict liability, breach of warranty or otherwise, is limited to Seller, at its discretion, replacing or repairing the defective goods, providing replacement parts or issuing Buyer a credit equal to the price paid to Seller for such defective goods, and in no event will Seller's liability exceed the amounts actually received by Seller for any goods.
    
    This exclusive remedy shall not be deemed to have failed its essential purpose so long as Seller is willing and able to repair or replace defective goods or parts thereof or, also at Seller's option, to refund the price received by Seller for the defective goods, within a reasonable time after Buyer demonstrates that a defect exists in accordance with the terms and limitations of the Limited Warranty.
12. Intellectual Property. Seller is not transferring to Buyer any patent, copyright, trademark or other intellectual property rights in or related to any goods, other than the limited license to use the goods for Buyer's internal business purposes. The goods provided hereunder may be subject to patent, trade secret and other intellectual property rights and Buyer agrees that should the goods or certain information relevant thereto be made available to others it would cause irreparable harm to Seller. Therefore Buyer agrees not to, and not to permit others to, use, disclose, copy or replicate (through for example reverse engineering or other similar process) any goods and/or any documentation or information regarding any goods.
    
    Should Buyer request that any goods conform to a certain specification or description, including but not limited to specifications or descriptions regarding design, performance or labeling and marking of goods, Buyer warrants to Seller that Seller's compliance with such specifications or descriptions will not infringe any third-party's intellectual property rights and Buyer shall indemnify, defend and hold Seller harmless from any losses, liabilities, claims, causes of action and expenses (including reasonable attorneys' fees) arising out of Seller's compliance with Buyer's specifications.
13. Limitation of Actions. Any action against Seller arising out of this transaction shall be commenced within one (1) year from the date such cause of action has accrued, otherwise the same shall be barred.
14. Export Control. If any goods are being exported, the commodities, technologies and software are exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to United States Law is prohibited.
15. Governing Law. These terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its principles of conflicts of laws, and shall not be governed by the provisions of the United Nations Convention on Contracts for International Sales of Goods. The parties agree that all actions or proceedings between them shall be tried and litigated only in the state and federal courts located in the County of Livingston, State of Michigan USA.
16. Termination. Seller may terminate these terms, and have no obligation to supply goods, immediately upon the bankruptcy or insolvency of Buyer or Buyer's breach of these terms. Buyer will pay the price for any goods delivered on or before the date of termination. Seller is not liable for any other costs, expenses, losses, damages or liabilities arising out of such termination. Termination or cancellation will not alter or terminate any of the parties' obligations under any section of the terms that by its nature extends beyond termination or cancellation.
17. Severability/Revision. Should any provision of these terms be held by a court of law, or other body having proper jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of these terms shall not be affected or impaired thereby and the parties agree that partial enforcement of these terms or revisions of the illegal, invalid or unenforceable provision is appropriate.
18. Entire Agreement. These terms constitute the entire agreement between the parties as to the subject matter thereof, and may be modified, or any right waived, only by a written document signed by the party to be charged that specifically references these terms and the section(s) so modified.

Airman provides a 24-month warranty, the best in the market.