TERMS AND CONDITIONS
1. The offer by Pacific Air Industries, LLC., a California Limited Liability Corporation (“Company”) to sell the products specified in any proposal to you (“Buyer”) is conditioned upon acceptance of these terms and conditions. Company objects to any additional or different terms and conditions contained in Buyer’s purchase order (“Purchase Order”) or other communications by Buyer, none of which shall be binding unless specifically agreed to in writing signed by an authorized officer of Company. Company’s failure to specifically object to provisions in Buyer’s Purchase Order shall in no way alter or waive these Terms and Conditions. Company reserves the right to substitute any substantially comparable goods for the product stated in any proposal.
2. Prices are F.O.B. Company’s warehouse at Chatsworth, California. Quotations and prices quoted are for immediate acceptance and unless otherwise specified are subject to change without notice prior to Company's receiving written acceptance by Buyer. Prices quoted do not include any insurance, any applicable sales, use, excise, transportation, or similar tax which may be imposed by any governmental authority. All such taxes so paid or imposed shall be in addition to the prices quoted. Prices are valid for thirty (30) days from the date of any Company quote unless otherwise stated.
3. Title and risk of loss or damage to any products shall pass to Buyer upon tender of delivery F.O.B. Company’s warehouse. Any claim by Buyer for damage occurring during shipment shall be made directly against the freight carrier, with a copy of such claim forwarded to Company within twenty-one (21) days. Any shipments returned to Company due to Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay additional costs incurred by Company. The quantity of material shown by invoice shall in all cases govern settlement, unless notice of shortage is given to the freight carrier and the Company within twenty-one (21) days after receipt of material. Products shall be deemed accepted, and no claim for other errors, deficiencies or imperfections will be entertained by the Company unless made in writing to Company, within twenty-one (21) days after receipt of material. Acceptance of this merchandise constitutes your acknowledgement that this is an outright sale and not a consignment.
4. The material sold hereunder is sold without any guarantee or warranty of any nature whatsoever by Company or any person, firm or corporation from whom Company acquired possession thereof, except that the Company warrants its title thereto, and except as specifically provided by the certificate of airworthiness, if any, of the Company. Buyer shall indemnify and hold harmless the Company and any person, firm or corporation from which the Company acquired possession of the material sold hereunder, from all claims for damages caused by the said material, including consequential damages, and acceptance of the material shall imply acceptance of these conditions of sale by the Buyer.
5. Should any of the provisions of these terms and conditions be contrary to or in conflict or inconsistent with any like or similar terms and conditions contained in any other agreement between Company and Buyer prepared by Buyer and whenever executed, including any purchase order of Buyer or acknowledgement thereof by Company, the provisions hereof shall be controlling and shall supersede such conflicting terms and conditions contained in such other agreement. The terms and conditions hereof cannot be changed or altered in any way except in writing signed by a duly authorized corporate officer of Company.
6. Company shall not be responsible for any failure to perform due to causes beyond its control. These causes shall include but not be restricted to fire, storm, flood, earthquake, or other natural disaster, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor shortages. transportation embargoes, or failure or delays in transportation, inability to secure raw materials or machinery for the manufacture of its devices, acts of God, acts of any government authority, whether federal, state, local, or foreign, and judicial action.
7. Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by Buyer, Company may decline to make further shipments without in any way affecting its rights under such order. If, despite any default by Buyer, Company elects to continue to make shipments, its action shall not constitute a waiver of any default by Buyer or in any way affect Company's legal remedies for any such default.
8. Any proposals, quotes, invoices, order acknowledgments, prints, brochures, drawings or other information furnished to Buyer by Company are intended for confidential use by Buyer and shall not be disclosed by Buyer or used to the detriment of Company’s competitive position.
9. The remedies provided herein are Buyer’s sole and exclusive remedies. In no case whatsoever, whether due to breach of contract, breach of warranty or tort (including Company’s negligence or strict liability) shall Company be liable for any consequential or incidental damages incurred by Buyer or any third party. Buyer hereby agrees to indemnify, and hold Company harmless from and against any and all such damages, and further agrees to defend, indemnify and hold Company harmless from any and all claims, liability, damages or expenses (including attorneys’ fees) asserted against Company as the result of property damage, personal injury or death to Buyer, its employees, agents and end users, and any other third parties, resulting from the actions or inactions of any person other than Company, including, without limitation, actions of Buyer, its employees, agents and end users. Company’s total liability with respect to any product furnished to Buyer or any breach of contract or warranty shall in no event exceed the total amount paid by Buyer to Company for the product on which such liability is based. Company’s failure to exercise any of its rights for any period shall not be deemed a waiver or forfeiture of such rights.
10. Any controversy or claim arising out of or relating to this order shall be settled by arbitration in accordance with the Commercial Arbitration Rules and Mediation Procedures then prevailing of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Unless the parties otherwise agree in writing, such arbitration will be conducted in Los Angeles, California.
11. Where Company has extended credit to Buyer, terms of payment shall be net thirty (30) days. The amount of credit may be changed or credit withdrawn by Company at any time. On any order on which credit is not extended by Company, shipment or delivery shall be made at Company's election:
EXPORT CONTROL/END USER TERMS AND CONDITIONS
It is the policy of Company to verify end use and end user in all sales of products, including drop shipments, and in all transfers of technical data or software to ensure compliance with applicable U.S. export control laws and regulations. Because the parts and/or technology Buyer purchases from Company may possibly be exported and used outside the U.S., by acquiring this material for sale you confirm the following:
(a) I (We) will not export or re-export any products, technology or software purchased from Company to Cuba, Iran, North Korea, Sudan or Syria unless otherwise authorized by the U.S. Government or to Iraq unless duly licensed in accordance with U.S. Export Administration Regulations Section 746.3 and otherwise shall comply with U.S. Export Control laws and regulations, as may be amended from time to time.
(b) I(We) will not sell, transfer, export or re-export any products, technology or software purchased from Company for use in activities which involve the development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use said products, technology or software in any facilities which are engaged in activities related to such weapons.
(c) I (We) acknowledge that U.S. law prohibits the sale, transfer, export or re-export other participation in any export transaction involving products, technology or software with individuals listed in the U.S. Commerce Department’s Denied Persons List, the U.S. Treasury Department’s list of Specially Designated Nationals and/or the U.S. Department of State’s list of debarred from receiving Munitions List items.
(d) I(We) will abide by all applicable U.S. Export Control laws and regulations for any products, technology or software purchased from Company and will obtain any licenses or prior approvals required by the U.S. Government prior to export or re-export of products, technology or software.
(e) I (We) agree that these Terms and Conditions in the above shall survive the completion, early termination, cancellation, or expiration of the applicable Purchase Order, Agreement and/or Contract, and that these Terms and Conditions shall not be modified or expire unless expressly agreed to in writing by an authorized officer of Company.