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 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. 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 from the date that 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 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 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 delays in delivery 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. A delayed delivery of any part of an Order does not entitle Buyer
to cancel other deliveries.
Returns, Refunds and Exchanges:
Returns:
Only products originally shipped from Seller or from an authorized supplier (drop-
ship) will be considered for return to Seller. By a Buyer requesting return of products
to 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
source 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).
Exchanges:
Any item for exchange must be in new condition and in the original packaging.
Exchanges must be requested within 30 days of 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. Seller does not refund the
original shipping and handling.
Buyer is responsible for all return freight charges. Seller does not accept COD
shipments.
Refunds:
Upon receipt and inspection of returned item(s), Seller will advise of the refund
status. In the case of factory warranty or failure analysis, 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 Seller within 20 days from date of delivery.
2. Seller will issue a Return Material Authorization (RMA) number. Once the RMA
number is received, item must be returned within 14 days. Seller will provide the
Buyer with specific instructions on where to return 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 date of delivery, transportation charges 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, 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 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 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 Bureau of Industry and Security, 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 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 an event of 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 are offered
or given to Buyer, such assistance or advice is given free of charge and only as an
accommodation to 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.