Terms and Conditions
These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by AIRR Engineering, LLC (“Seller”) as well as by third-party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over the Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. The Seller’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices, and requested delivery dates of the Products being purchased. Unless otherwise agreed, all materials will be shipped no later than one year after Seller accepts the purchase order. Seller may in its sole discretion allocate Product among its Buyers. Seller may designate certain Products and Services as non-cancelable, non-returnable (“NCNR”) and the sale of such Products shall be subject to any special terms and conditions contained in Seller’s Order Acknowledgement or NCNR Letter, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
Prices: The prices of the Products are those prices specified on the invoice. Pricing for undelivered Products may be increased in the event of an increase in the Seller’s cost, change in market conditions, or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in forty-five (45) days from the date issued, or as otherwise stated in the quotation.
Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state, and local sales, excise, and value-added, goods and services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.
Payment: Payment may be made by check, money order, credit card, PayPal, or wire transfer (all fees are borne by the Buyer). A surcharge of 3% for credit card sales and 4% for sales via PayPal will be assessed except for sales shipped to these states: except to states where it is prohibited by law. Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days from the date of invoice, without offset or deduction unless otherwise noted. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month or the maximum legal rate, whichever is lower. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
Delivery and Title: All deliveries will be made EX WORKS. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only and Seller is not liable for delivery delays or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. Delayed delivery of any part of an Order does not entitle the Buyer to cancel other deliveries.
Returns, Refunds, and Exchanges:
Only products originally shipped from the Seller or an authorized supplier (drop-ship) will be considered for return to the Seller. By a Buyer requesting the return of products to the Seller, the Buyer certifies that the products were purchased from Seller and there has been no substitution of the product from another supplier, distributor, or other sources of the product. Any return must be in the original packaging and in unused condition except if approved for failure analysis/warranty evaluation by Seller via a Return Material Authorization (RMA).
Any item for exchange must be in new condition and in the original packaging. Exchanges must be requested within 30 days of the ship date. Defective item(s) may be exchanged/returned for the same item. Items purchased from Seller that have been used or altered and any items that have been sold as NC/NR will not be accepted for exchange.
Non-Cancelable and Non-Returnable Items:
Products listed as NC/NR status (Non-cancelable and Non-Returnable) are identified via Quote. Return Freight/Restocking Fee: Seller reserves the right to charge cancellation and restocking fees, at a minimum rate of 20% to be deducted from the Buyer refund. The Seller does not refund the original shipping and handling.
The Buyer is responsible for all return freight charges. The Seller does not accept COD shipments.
Upon receipt and inspection of returned item(s), the Seller will advise of the refund status. In the case of factory warranty or failure analysis, the Seller will issue any applicable credit pending manufacturer confirmation of failure. Seller initiates credits via the original method of payment within 48 hours of approval. Refunds via credit card can take up to 10 business days to post to the account.
How to Return an Item:
1. Contact the Seller within 20 days from the date of delivery.
2. Seller will issue a Return Material Authorization (RMA) number. Once the RMA number is received, the item must be returned within 14 days. The Seller will provide the Buyer with specific instructions on where to return the item(s) with the RMA number. In most cases, returned items will be shipped to the Seller.
3. Include a copy of the RMA in the return package.
Limited Warranty: Seller will transfer to Buyer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Seller warrants to Buyer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value- added work performed by Seller on such Products will conform to applicable Buyer’s specifications. If Seller breaches this warranty, Buyer’s remedy is limited to (at Seller’s election)
(1) refund of Buyer’s purchase price for such Production (without interest),
(2) repair of such Products, or
(3) replacement of such Products; provided that such Products must be returned to
Seller, within 20 days from the date of delivery, transportation charges are prepaid. No warranty will apply if the Product has been subject to misuse, neglect, accident, or modification. Save as expressly provided in these terms and conditions, all implied warranties, terms, and conditions (whether statutory or otherwise) are excluded to the fullest extent permitted by law. In particular, the Seller makes no warranty respecting the merchantability of the products or their suitability or fitness for any particular purpose, non-infringement of third-party rights, and warranties against latent defects.
Limitation of Liabilities: Buyer shall not be entitled to, and seller shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or reinstallation costs, injury to reputation or loss of buyers, punitive damages, IPR infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature. Buyer’s recovery from the Seller for any claim shall not exceed the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise. Buyer will indemnify, defend and hold seller harmless from any claims based on
(a) seller’s compliance with buyer’s designs, specifications, or instructions,
(b) modification of any products by anyone other than the Seller, or
(c) use in combination with other products.
Export Control: Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer understands that the associated hardware, software, and/or technical data (“products”) listed on their Purchase Order includes items that are governed by the U.S. Export Administration Regulations (“EAR”), by the U.S. Foreign Assets Control Regulations (“OFAC”) and the International Traffic in Arms Regulations (“ITAR”). The Buyer understands that its sale or distribution of said products may constitute exports or re-exports, and as such, must be in accordance with the requirements administered by the Bureau of Industry and Security, the Department of Treasury, and Department of State. It is understood that the country of ultimate destination, commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. The Buyer agrees to consult various resources, such as the EAR, ITAR, and OFAC, by the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Export Counseling Division, and other appropriate Government Sources to ensure that the sales and distribution of said products, is processed in accordance with all applicable laws. The Seller will not transfer any export-controlled products to a “non-U.S. Person” without the proper authority of the United States Government, and the buyer’s written approval.
Use of Products: Unless otherwise noted, Products sold by Seller are not designed, intended, or authorized for use in life support, life-sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications:
(1) Buyer acknowledges that such use or sale is at Buyer’s sole risk;
(2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and
(3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses, and liabilities arising out of or in connection with such use or sale.
Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by the carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In the event of a force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
Technical Assistance or Advice: If technical assistance or advice is offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to the Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.
General: (a) The laws of the State of Texas, USA, will exclusively govern any dispute between Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights, and/or user licenses.