Air Electro Terms of Website Use
Air Electro’s Terms and Conditions of Sale
Last Updated Date: 13-Oct-2021
The sale of products and services ("Products") by Air Electro, Inc. and its divisions, subsidiaries, and affiliates ("Air Electro") to a customer (“Customer”) are subject to these terms and conditions of sale ("Agreement") regardless of other terms or conditions in any purchase order, document, or other communication of Customer ("Order"). Air Electro objects to such other terms.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THIS AGREEMENT. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THIS AGREEMENT.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THE SITE IF YOU (i) DO NOT AGREE TO THIS AGREEMENT, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH AIR ELECTRO, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THE SITE OR ANY OF THE SITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
1. ORDERS. This Agreement applies to the purchase and sale of products and services through http://www.airelectro.com (“Site”). This Agreement is subject to change by Air Electro without prior written notice at any time, at Air Electro’s sole discretion. Any changes to this Agreement will be in effect as of the “Last Updated Date” references on the Site, Customer should review this Agreement prior to purchasing any product or services that are available through this Site. Customer’s continued use of this Site after the “Last Updated Date” will constitute Customer’s acceptance of and agreement to such changes. Unless otherwise stated on the quote, Air Electro quotes are invitations to tender and are subject to change at any time without notice. All orders are subject to acceptance by Air Electro. Contracts between Customer and Air Electro are formed upon Air Electro's written acceptance, Electronic Data Interchange (“EDI”) acknowledgment, or execution of Customer's Order and are subject to this Agreement. All Orders for Products that Air Electro identifies as non-standard or "NCNR" are non-cancelable and non-returnable. Air Electro may identify Products as non-standard or "NCNR" by various means including quotes, Products lists, attachments, or exhibits. Customer may not change, cancel, or reschedule Orders for Products without Air Electro's consent. Air Electro reserves the right to allocate the sale of Products among its customers.
2. PRICES. Unless otherwise stated on Air Electro’s proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties, tariffs, or any other charges or fees for additional services (collectively, “Additional Fees”). Unless otherwise stated on Air Electro’s proposal, quote or invoice, Customer is responsible for any and all Additional Fees. Prices are subject to change due to manufacturers’ price increase, change in exchange rate, or quoting errors.
3. TERMS OF PAYMENT. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product or service will be the price advertised on the Site or the price quoted, as applicable, at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. Air Electro strives to display accurate price information, however Air Electro may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. Air Electro reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. Terms of payment are within Air Electro’s sole discretion and, unless otherwise agreed by us in writing, payment must be received by Air Electro before our acceptance of an order (see below for invoicing terms). We accept [APPROVED CREDIT CARDS AND OTHER PAYMENT METHODS] for all purchases. Customer represents and warrants that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
Invoice terms: In the event that Customer’s order is subject to invoicing, these terms apply. Payment is due as stated on Air Electro’s invoice without offset or any deduction for withholding taxes or any other reason. On any past due invoice, Air Electro may charge interest from the payment due date to the date of payment at eighteen percent (18) percent per annum or the maximum amount allowed by applicable law, whichever is less, plus reasonable attorneys’ fees and collection costs. At any time, Air Electro may change the terms of Customer's credit. Air Electro may apply payments to any of Customer's accounts. If Customer defaults on any payment, Air Electro may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits provided by Air Electro will expire if unused within twelve (12) months.
4. DELIVERY. Air Electro will arrange for shipment of the Products to Customer. Customer will pay all shipping and handling charges unless otherwise specified in the Order.. Air Electro's delivery dates are estimates only and subject to Air Electro's timely receipt of supplies. Air Electro shall not be responsible or liable for any costs, losses, or damages arising out of or related to: (i) any failure to deliver Products within the time prescribed therefor; (ii) delay in delivery; (iii) partial delivery; or (iv) early delivery. Customer shall accept Products notwithstanding delayed, partial, or early delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
5. TITLE. Title shall pass to Customer upon delivery of the Products to the carrier. In case of an onwards sale, Customer assigns all rights in the related receivables to Air Electro until Customer has made payment in full. Once the Product is processed or combined with other items (“Processed Product”), Air Electro’s retained title transfers to a share in the title in the Processed Product reflecting the value of the Product relative to the value of the Processed Product.
6. SOFTWARE. Software is the machine-readable (object code) version of computer programs (“Software”). Customer’s use of Software and any related documentation shall be governed by the license agreement applicable to the Software. Software embedded in or bundled with hardware must be used solely with the hardware for which it was intended and may not be transferred separately.
7. WARRANTY. Customer acknowledges that Air Electro is not the manufacturer of the Products. Air Electro shall pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Air Electro by the manufacturer, including those for intellectual property infringement, if any, to the extent it is permitted to do so. If required by law, Air Electro warrants that at the time of delivery, Products will conform to the specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims shall be time-barred twelve (12) months from the time of delivery of the non-conforming Products. If Air Electro performs value-added work such as integration work, tape-and-reel, or programming, Air Electro warrants such value-added work will conform to Customer’s written specifications accepted by Air Electro for ninety (90) days after delivery by Air Electro. Customer shall be deemed the manufacturer of such value-added Products. Customer’s sole remedies for breach of Air Electro’s warranty are, at Air Electro’s choice: (i) repair of the Products; (ii) replacement of the Products; (iii) re-performance of the value-added work; or (iv) refund of Customer’s purchase price for the Products. Air Electro makes no representation or warranty with respect to Software and will have no liability in connection therewith. Unless it is specifically stated in the Software’s applicable license agreement, SOFTWARE IS PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTY.
AIR ELECTRO MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. UNLESS WARRANTED AS DESCRIBED IN THIS SECTION, PRODUCTS ARE PROVIDED “AS IS”. CUSTOMER AFFIRMS THAT AIR ELECTRO SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
8. PRODUCT RETURN.
(a) Customer may return Products to Air Electro only with a return material authorization ("RMA") number issued by Air Electro.
(b) An RMA shall be issued by Air Electro subject to the following:
(c) Air Electro may return Products not eligible for return under this section to Customer on a freight collect basis, or hold such Products for Customer's collection and account at Customer's expense.
9. LIMITATION OF LIABILITY. In any action under or relating to this Agreement, whether based in contract, warranty, tort (including negligence) or any other legal theory, Air Electro shall not be liable for any indirect, special, incidental, punitive or consequential damages, including loss of profits, loss of revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of a product recall, injury to reputation or loss of customers even if Air Electro has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy in this Agreement. In no event shall Air Electro’s liability arising out of or in connection with this Agreement exceed the total amount paid to Air Electro for the specific Products at issue. To the extent Air Electro cannot lawfully disclaim any implied or statutory warranties, Customer’s statutory warranty rights are not affected by this limitation of liability.
10. FORCES BEYOND AIR ELECTRO'S CONTROL. Air Electro will not be in breach of this Agreement and will not be liable for failure to fulfill its obligations under this Agreement, if any such failure or delay is due to or arising out of any legal theory of force majeure, an act of nature, act or omission of Customer, an act of governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, pandemic, shortage of labor, energy, fuel, materials or Products, strike, labor action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labor, materials or Products through regular sources, communication or power failures, Act of God, or any cause beyond its reasonable control.
11. USE OF PRODUCTS. Customer shall comply with the manufacturer's Product specifications. Products are not authorized for use in any application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold Air Electro harmless from any claims resulting from or arising out of: (i) Air Electro's compliance with Customer's designs, specifications, or instructions; (ii) modification of any Product by a party other than Air Electro; (iii) use of Products in combination with other products; (iv) use of Products not authorized as described above; or (v) use of Products and related technology in chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
12. EXPORT CONTROL. You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US. Certain Products and related technology (”Items”) sold by Air Electro are subject to export control regulations of the United States, the European Union, Japan, and/or other countries, excluding boycott laws ("Export Laws"). Customer shall comply with such Export Laws and obtain any license, or permit, or other approval required to transfer, export, re-export, or import the Items. Customer acknowledges that related technology consists of “Technical Data” and “Technical Assistance”. Technical Data may be in the form of blueprints, plans, diagrams, models, tables, engineering, design and specifications, manuals, and instructions written or recorded on media or devices such as disk, tape, or read-only memories. Technical Assistance may be in the form of instructions, skills training, working knowledge, or consulting services. Customer shall not directly or indirectly export, re-export, or transfer (or cause to be exported, re-exported, or transferred) any Items to any country, jurisdiction, individual, corporation, organization, or entity to which such export, re-export, or transfer is restricted or prohibited by Export Laws, including sanctions or embargoes administered by the United States Government, the European Union, Japan or by any other applicable government authority.
13. ELECTRONIC ORDERS. If any part of the purchase and sale of Products, including Customer's NCNR acknowledgment or demand forecast, uses EDI, Customer's internal portal, third party portal or any other electronic means ("Electronic Purchase Order"), this Agreement will continue to apply to the purchase and sale of Products between Customer and Air Electro. Customer's acceptance of Air Electro's acknowledgment request or Air Electro's specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is binding on Customer.
14. GENERAL.
(a) This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without giving effect to any choice or conflict of laws provisions. The courts of Los Angeles County, California shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. Each party consents to the exercise by any such court of personal jurisdiction over them and each party waives any objection it might otherwise have to the venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. Each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT. (b) Customer may not assign this Agreement or any right or obligation hereunder without Air Electro’s prior written consent. Air Electro's affiliates may perform Air Electro's obligations under this Agreement. (c) If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law. The unenforceability or invalidity of any term or condition will not affect the remainder of the terms or conditions. (d) Products, including Software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights. (e) Air Electro may provide any notice to Customer under this Agreement by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when Air Electro sends the email and notices Air Electro provides by posting will be effective upon posting. It is Customer’s responsibility to keep its email address current. (f) Customer shall comply with all applicable laws, rules and regulations. (g) The failure by Air Electro to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Air Electro. (h) Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product's specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Air Electro on an "AS IS" basis and does not form a part of the properties of the Product. Air Electro makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. Air Electro recommends Customer validate any Product information before using or acting on such information. All Product information is subject to change without notice. Air Electro is not responsible for typographical or other errors or omissions in Product information. Air Electro employees, representatives and/or agents have no authority to make any representations regarding Products other than those specified in this Agreement or a signed written amendment hereto. Air Electro shall have no liability for any representation or information that is not a part of this Agreement.15. GOVERNMENT CONTRACTS. Air Electro is a distributor of "Commercial Items" as defined in FAR 2.101. Air Electro does not intend to sell Products to the U.S. Government or a higher-tier contractor that fail to meet the “commercial item” definition in FAR 2.101. Accordingly, Air Electro agrees only to the clauses in the Federal Acquisition Regulation ("FAR") and agency FAR supplements (as applicable based on the U.S. Government customer) that are explicitly required to be inserted in a subcontract for commercial items, as set forth in FAR 52.244-6(c)(1) or an agency FAR supplement. In accordance with FAR 12.211, Customer will receive only those rights in technical data customarily provided to Air Electro by the manufacturers. By no means will this be interpreted as providing to Customer unlimited rights in data, software, or intellectual property rights provided by the manufacturers or any other third party. Air Electro specifically rejects the flow down of the requirements of the: (i) Trade Agreements Act, FAR 52.225-5 or DFARS 252.225-7021; and (ii) the Buy American Act, FAR 52.225-1 or DFARS 252.225-7001. Air Electro cannot comply with any Preference for Domestic Specialty Metals regulation unless (A) there is an applicable exception or (B) the manufacturer represents and warrants that the Products are compliant.
For inquiries contact: Air Electro, Inc. 9452 De Soto Avenue Chatsworth, CA 91313 Phone: 800-458-4412 sales@airelectro.com
