LEADER
 IN DESIGN

SALES TERMS

 

Thank you for your interest in Airtechnix. Sale of all Airtechnix goods and services is subject to outlined terms and conditions. Please read the following carefully and ensure acceptable prior to placing your order. Although these are very standard business terms, they will appear on every quotation submitted by Airtechnix.

1.     DEFINITIONS. For the purpose of this Agreement, the following definitions shall apply:
(a) Airtechnix: Airtechnix Corporation
(b) Products: The equipment, parts, accessories and services to be sold by Airtechnix to Buyer and listed on the face hereof;
(c) Buyer: The person or entity listed on the face hereof that is purchasing the Products and such person's or entity's heirs, executors, administrators, successors by merger or consolidation, or permitted assigns.
(d) Collateral: The products and their proceeds, together with any additions, accessions, increases, substitutions and replacements which are subject to Airtechnix’s security interest pursuant to this Agreement.


2.     ORDER OF PRECEDENCE. Unless explicitly taken exception for in writing by Buyer in communication other than standard purchase order language prior to or along with placement of Buyer’s purchase order, these terms and conditions of sale shall take precedence over and supersede any additional or different terms and conditions set forth in Buyer’s purchase order or other communication of Buyer, to which explicit notice of objection is given by Airtechnix denoting acceptance of Buyer’s purchase order is limited to these terms and conditions and is expressly made conditional on Buyer's assent to these terms and conditions. Acceptance by Buyer of the Products or any portion thereof shall be deemed to constitute Buyer's assent to all of the terms and conditions set forth herein. Neither Airtechnix’s commencement of performance nor delivery shall be deemed or construed as acceptance by Airtechnix of Buyer's additional or different terms and conditions.


3.     PRICE. Unless otherwise indicated on the face hereof, prices shown (i) do not include any additional fittings or adjustments, and (ii) are net prices F.O.B. Troy, MI or such other shipping point as designated by Airtechnix, exclusive of delivery and installation charges including, without limitation, rigging and transportation charges, the cost of any transit insurance and the cost of installation. Any tax, fee, levy, assessment, exaction, imposition or other charge imposed by any local, state or federal government now or hereafter levied upon the production, sale, use, import, export, ownership or shipment of the Products, shall be paid for by Buyer, except for taxes on Airtechnix’s net income.


4.     SALES TERMS. Sale, Manufacture and/or delivery of Airtechnix products and/or rendering of Airtechnix services shall take place post receipt of down payment by direct deposit or electronic transfer of funds in the amount of 50% of the agreed final price for the product or services. Airtechnix shall invoice 50% upon shipping or delivery to buyer’s carrier payable 30 days net.

 

5.     ACKNOWLEDGEMENT. Unless explicit exception is taken by Buyer to these Airtechnix sales terms in writing, in whole or in part in form other than standard purchase order language, Airtechnix bears no obligation to further express either verbally or in writing effect, validity or precedence of these sales terms over Buyers terms of purchase on any acknowledgement of Buyers purchase order in the events that Buyers purchase order is placed against i) a sales quotation by Airtechnix or ii) otherwise.


6.     CANCELLATION OF ORDER.  In the event that the buyer elects to cancel a pending order, buyer shall immediately submit to Airtechnix in writing. Airtechnix shall stop all work immediately and invoice for purchased materials and accrued labor above and exceeding Buyers down payment. Unfinished work shall then become the property of the buyer. In the event that Buyer decides against taking delivery of the unfinished goods and Airtechnix is able to finish and sell the product to another buyer, Airtechnix at its option may elect to reimburse Buyer for the full purchase price less handling and processing charges but only post sale of the Products.

 


7.     CLAIMS FOR DAMAGE IN TRANSIT.  Airtechnix’s responsibility shall cease upon delivery of the Products to the carrier F. O.  B., Troy, MI or such other shipping point as designated by Airtechnix. Buyer shall examine all Products carefully immediately upon delivery and before signing any receipt. If the Products are visibly damaged or there is any shortage, Buyer shall note same on the shipping receipt and send notice of such damage or shortage to Airtechnix within three (3) days of receipt of delivery. Buyer's signature on a receipt without notation of damage or shortage or Buyer's failure to send notice to Airtechnix of damage or shortage within such three (3) day period shall constitute conclusive evidence of Buyer's receipt of the Products in satisfactory condition. All risk of loss of or damage to the Products is assumed by Buyer after Airtechnix has made delivery of the Products to the carrier for shipment to Buyer, and Buyer's sole recourse for any loss of or damage to the Products shall be against the carrier.


8.     DELIVERY DATES. Delivery dates quoted or acknowledged by Airtechnix are not an agreement as to delivery by a specific date but, rather, are an estimate of the delivery date. Shipments of Products purchased hereunder are subject to Airtechnix’s determination of availability. Airtechnix shall use reasonable efforts to meet delivery dates stated in the acknowledgment. However, Airtechnix shall not be liable for any delay in shipment or any failure to ship Products against an accepted order or for any damages suffered thereby. Buyer's sole remedy in the event that any delivery of Products is delayed shall be to cancel Buyer’s purchase order by notice received by Airtechnix prior to shipment.


9.     FAILURE TO TAKE DELIVERY. In the event that Airtechnix is ready to ship, or has shipped, Products conforming to this Agreement to Buyer in accordance with the delivery terms stated herein, and Buyer fails to take delivery or delays delivery or notifies Airtechnix that delivery will be delayed or rejected, Airtechnix may at its election, treat such failure, delay or notice of delay or rejection as a repudiation of this Agreement by Buyer and pursue all remedies available to it at law, including, without limitation, storage of the Products for the account of Buyer at Buyer's sole cost and expense, in which event all risk of loss or damage to the Products shall be assumed by Buyer, and/or cancellation of this Agreement. In the event of cancellation of this Agreement by Airtechnix, Buyer shall be liable to Airtechnix for its damages, including loss of profits and Airtechnix’s reasonable attorneys' fees, court filing fees and other disbursements incurred in collecting such damages.


10.     FORCE MAJEURE. Airtechnix shall not be liable to Buyer for any delay or failure by Airtechnix to perform its obligations hereunder when such delay or failure is directly or indirectly due to accident (in manufacture or otherwise), fire, flood, seizure, riot, war, embargo, labor shortages or difficulties, inadequate transportation facilities, shortage of material or supplies, delay or default on the part of Airtechnix’s suppliers, regulation or order by government authority, or any other casualty or cause beyond the control of Airtechnix. Airtechnix may, at its option, cancel this Agreement or delay performance hereunder for any period reasonably necessary due to any of the foregoing, during which time this Agreement shall remain in full force and effect. Airtechnix shall have the further right to allocate its available materials and products between its own uses and its customers in such manner as Airtechnix may consider fair and reasonable. Airtechnix shall have the right to make partial shipments to Buyer and invoice accordingly, and Buyer shall be obligated to pay for such partial shipments when invoiced.


11.   ACCEPTANCE. Buyer shall be deemed to have accepted the Products upon the earlier of (a) delivery to Buyer, if installation by Airtechnix is not included in the purchase price; (b) certification by Airtechnix in such form as Airtechnix shall prescribe that the Products have been installed and meet Airtechnix’s specifications, if installation by Airtechnix is included in the purchase price; (c) utilization of the Products or any portion thereof by Buyer for any purpose.


12.   PAYMENTS. Payment for Products shipped on credit shall be made within thirty (30) days of the shipment date without any deductions or offsets. Payment terms will be strictly enforced on all accounts. Amounts past due are subject to a service charge at the maximum rate of interest permitted by law until paid. Buyer shall pay all of Airtechnix’s costs and expenses incurred in the collection of any outstanding amounts, including reasonable collection agency or attorneys' fees, court filing fees and other disbursements.


13.   SECURITY AGREEMENT. This is a security agreement to secure payment of the purchase price of the Products. Buyer, by its signature on the face face of his or her purchase order, hereby grants, and Airtechnix reserves, a purchase money security interest, for the full amount of the purchase price, in the Collateral. A description of the Collateral appears on the face hereof. Buyer hereby authorizes Airtechnix or its assignee to sign any document required to perfect Airtechnix’s security interest in the Collateral including, without limitation, financing statements under the Uniform Commercial Code. Payment in full of the purchase price for the Products shall release the security interest. At Buyer's expense, the Collateral shall be insured by Buyer in favor of Airtechnix against loss or damage from fire and other casualty. Buyer shall be in default under this security agreement, and Airtechnix shall be entitled to enforce all of its rights and remedies, including all rights and remedies of a secured party under the Uniform Commercial Code, if (a) Buyer fails to insure the Collateral in favor of Airtechnix as required by this security agreement, or (b) Buyer, without Airtechnix’s express prior written consent, sells, leases, disposes of or permits the Collateral to be encumbered in any way, or (c) Buyer fails to maintain the Collateral in good order and repair, or (d) Buyer fails to pay Airtechnix the purchase price for the Collateral when due.


14.   LIMITED WARRANTY.
14.1. Airtechnix warrants that the Products are free from defects in material and workmanship. Upon notice of any defect in material and workmanship, Airtechnix shall have the right to inspect the Products and to investigate all claims for the purpose of determining whether the Products are defective. If Airtechnix determines that the Products are defective and covered by this limited warranty, then Airtechnix shall, at its option, have the right either to repair or replace any defective Products. Airtechnix’s liability, and Buyer's exclusive remedy, for defective Products shall be limited solely to such repair or replacement. No Products shall be returned to Airtechnix without Airtechnix’s prior written consent.
14.2 The effectiveness of the warranty contained herein shall, with respect to any particular defect, be conditional upon (i) Buyer's substantiation that the Products have been stored, maintained and operated in accordance with such instructions as are given by Airtechnix to Buyer and with standard industry practice and have not been damaged as a result of negligence, improper handling or accident on the part of any person other than Airtechnix, and (ii) Buyer's payment of all invoices for the Products or other charges to which Airtechnix may be entitled, and (iii) Buyer's exclusive use of persons approved or authorized by Airtechnix to effect any repairs to the Products, and (iv) Buyer's substantiation that no modification or alteration of the Products have been made without the prior written consent of Airtechnix. Subject to the foregoing, the warranty contained herein shall remain in effect for 3 months from the date that the Products are shipped by Airtechnix, unless a different warranty period shall be stated on the face hereof.
14.3 Product endurance and performance warranties are covered under a separate agreement, and are incorporated herein as noted on the face hereof. Such different warranty terms supersede the terms hereof only to the extent that they are inconsistent herewith.
14.4 Except for as explicitly denoted, the warranty contained in this section is in lieu of and excludes all other warranties, expressed or implied, by operation of law or otherwise, including any implied warranty of merchantability or fitness for a particular purpose. Buyer’s sole and exclusive remedy on any claim of any kind for any loss or damage arising out of or in any way related to the manufacture, sale, delivery or use of the product shall be as provided herein and shall in no case exceed the lesser of the cost of repair or replacement. Airtechnix shall not be liable in contract or in tort to buyer or any other person for any special incidental or consequential damages with respect to Airtechnix’s obligations hereunder, such as, but not limited to, damage to, loss of, or loss of the use of other property or equipment, loss of profits or revenues or claims of buyer or customers of buyers for losses of any kind.
14.5 This warranty is non-transferable and non-assignable and may be enforced only by Buyer.
14.6 Airtechnix gives no warranty whatsoever with respect to parts with a limited technical lifetime such as data discs and cassettes. Components of products produced by other manufacturers are warranted by Airtechnix only to the extent that such components are warranted by the manufacturer supplying such components to Airtechnix and to the extent that such warranties may be assigned by Airtechnix to Buyer. If Airtechnix’s software is included in this Agreement, Airtechnix warrants that its software, which is designed for use with a particular hardware product, where properly installed, will not fail to execute its programming instructions due to defects in materials and workmanship. If Airtechnix receives notice of a defect during the applicable warranty period, Airtechnix will repair or replace software media which do not warrant that the operation of the software will be uninterrupted or error-free.


15.   INSOLVENCY. Except as may otherwise be prohibited by law, in the event that Buyer becomes insolvent or unable to pay its debts as they become due, or in the event of any voluntary or involuntary bankruptcy proceedings by or against Buyer, or appointment of a receiver or assignment by Buyer for the benefit of its creditors, Airtechnix may elect to cancel any of its obligations hereunder and all obligations of Buyer to Airtechnix, whether arising out of this Agreement or otherwise, shall immediately become due and payable in full.


16.   RETURN OF MERCHANDISE. Airtechnix shall not accept any return of the Products unless previously authorized by Airtechnix in writing, whether under warranty or otherwise. Any returns other than under warranty will be subject to a reasonable restocking charge.


17.   PATENT INDEMNITY. Airtechnix shall defend or settle any claim made or any suit or proceeding brought against Buyer which is based on an allegation that any Products infringe a third-party patent, provided that Airtechnix is timely notified of any such claim, suit or proceeding and is given, by Buyer, all necessary information, cooperation, and the sole authority to defend or settle the same at Airtechnix’s expense. In the event that the Products are, in such suit or proceeding, held to infringe any patent and the use of such Products is enjoined, or in the case of a settlement of such suit or proceeding, Airtechnix shall have the option, at its own expense, (i) to procure for Buyer the right to continue the use of the Products, or (ii) to modify the same so that the Products become non-infringing, or (iii) refund the depreciated value of the Products and accept return thereof. Airtechnix shall have no liability for claim of infringement resulting from compliance by Airtechnix with Buyer's designs, specifications or instructions, or in the event of modification of the Products by Buyer, or use by Buyer of the Products other than as specified in Airtechnix’s publications, or use by Buyer of the Products together with products not supplied by Airtechnix. In no event shall Airtechnix have any liability for any infringement in excess of the purchase price of the infringing Products.


18.   NOTICES. All notices, consents, requests, instructions, approvals and other communications hereunder shall be in writing and given by personal delivery, or by certified mail, return receipt requested, or by express delivery service to the address of Buyer or Airtechnix as shown on the face hereof or to such other address as any party hereto may, from time to time, designate in writing. Notices shall be deemed to be effective on the date personally delivered, or three (3) days after deposited in the United States mail as certified mail, or one day after deposited with an express delivery service, as the case may be.


19.   APPLICABLE LAW. This Agreement shall be governed by and construed under the laws of the State of California applicable to contracts made and to be performed wholly with the State of California.


20.   JURISDICTION AND VENUE. Buyer hereby submits to the jurisdiction of the California courts for the resolution of any dispute arising directly or indirectly from this Agreement. The exclusive venue of any action, proceeding or dispute resolution procedure arising directly or indirectly from this Agreement shall be the Los Angeles County, California. Buyer waives any objection to venue in Los Angeles County, California, and waives any right to assert that the Los Angeles County, California is an inconvenient forum.


21.   ENTIRE AGREEMENT. This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of its terms. This writing supersedes any previous or contemporaneous communications, representations or agreements by either party whether verbal or written. No representations, understanding or agreements have been relied upon in making this Agreement other than as specifically set forth herein. This agreement can only be modified in a writing signed by the parties hereto.


22.   NO WAIVER. Failure or delay by Airtechnix in seeking enforcement of any term or condition hereof at one time shall not constitute a waiver of the right to enforce such term or condition in the future, nor of Airtechnix’s right to enforce any other term or condition hereof.


23.   SEVERABILITY OF PROVISIONS. In the event that any one or more of the provisions contained in this Agreement are determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


24.   ASSIGNMENT. No assignment of rights or transfer of obligations under this Agreement shall be made by Airtechnix or Buyer without the prior written consent of the other party, provided however, that Airtechnix may, without the consent of Buyer, assign its rights and transfer its obligations under this Agreement to any corporation which is a parent, subsidiary or affiliate of Airtechnix.

 

For all questions/concerns please use the following e-mail link to contact Airtechnix.


E-Mail Link:    sales@airtechnix.com