All orders are accepted and all sales are made subject to the provisions of the written contract signed by each of us including the following provisions, or if no such contract exists, subject only to our terms and to the following provisions.
1. EXAMINATION-SUITABILITY-CLAIMS. You should examine and test each shipment promptly on arrival and before any part of the goods have been changed from its original condition. We will recognize no claims for any cause after the goods have been treated, used, processed or changed in any manner. It is your responsibility to determine whether the goods are suitable for your contemplated use, whether or not such use is known to us. You waive all claims of which we are not notified in writing within 48 hours of receipt of the goods. Tool kits made to NAVAIR specifications will be built with ANSI and/or ASME complaint tools. If tools of a particular brand are desired, please inform us ahead of time. Please note tool availability will affect delivery, we cannot be held responsible for delays beyond our control.
2. DELIVERY AND FREIGHT. Unless otherwise stated on the invoice, delivery of all goods are FOB our facility, with risk of loss and title to pass at shipment. We will pay freight on the order only if so stated on the invoice. If we pay the freight, we have the right to designate routing and means of transportation. You may direct other routing and means; however, you will pay any extra costs involved. We reserve the right to charge you for any detention and/or off-loading charges incurred at the destination. There will be no penalties for late deliveries without our prior written approval.
We warrant that all new tool kits sold by us are free from defects in material and workmanship provided that it is given normal use and proper maintenance. The term of the warranty ("Warranty Period") shall be as stated on our specification or price sheet or warranty document supplied with the equipment or, if not so stated, then the warranty shall expire 90 days after shipment of the equipment. Any warranties from the original manufacturers will, to the extent permitted, be passed on to the purchaser. All warranties extend only to the purchaser and are not transferable upon resale.
Warranties do not apply if any modifications, alterations or additions are made without our prior written approval or if repairs are made by persons other than authorized factory representatives. Warranties do not apply to consumable or expendable items such as cartridges, elements, tapes, fuses, etc.
OTHER GOODS: Any warranties from the original manufacturers of products we distribute will, to the extent permitted, be passed on to the purchaser.
THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXCEPT THE FOREGOING EXPRESS WARRANTIES AND NONE SHALL BE IMPLIED BY LAW. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXCLUDED WHEN THE GOODS OR EQUIPMENT ARE SOLD "AS IS."
4. ADVICE. Any technical or other advice furnished before or after delivery regarding the use of the goods is furnished on the basis that it represents our best judgment under the circumstances but that it is used at your sole risk. Notwithstanding any technical advice given to you, you should test the application of our products to determine the suitability of the product for your intended use. You represent that any data you supply to us, including inventory or demand levels, are accurate and complete and we can rely on such data.
5. OVERAGES AND SHORTAGES. Overages and shortages of goods ordered shall be in accordance with our current practice. Claims for shortages must be must be noted at the time of delivery on all carrier documents. Failure to notify us of any visible damage or defect in writing at the time of receipt of goods or services, shall constitute a waiver of all such claims with respect to such goods or services, and the use of such goods or services shall mean that we have satisfactorily performed.
6. CREDIT AND PAYMENT. Credit is at all times subject to approval and review of our Credit Department. We shall have a security interest in all goods provided until we receive payment in full. All payments are due net 30 days from date of invoice or as stated on the invoice. To be timely, payment must be received by us within terms; for example, mailing or initiating ACH payments on the last day of the payment term is not timely. Payment that is not timely received will accrue late charges at the lower of (i) 1.5% per month (18% per year) or (ii) the maximum rate allowed by law.
7. RETURNS AND CANCELLATIONS. No claims will be recognized for goods disposed of or returned without our consent, and no shipping costs on returns will be paid unless previously authorized in writing. Special order or custom products cannot be returned or cancelled. Returns may be subject to a restocking fee.
For more detail, please review our Returns Policy.
8. EQUIPMENT. The purchase of equipment from us confers no license, express or implied, under any patents. Repair and other replacement parts for any equipment are subject to all the foregoing conditions. You will supply, at our request and your cost, adequate personnel or hire riggers to uncrate and move equipment to place of installation. Electrical circuits, steam, water, air supply, floor drains and any other physical plant change necessary for machinery operations shall be supplied by you. Switches and controls are to be supplied by you on equipment (i.e.. fabricating conveyors, bone and fat systems, lazy susans, etc.) unless specified on our proposal.
9. PRICES. Unless otherwise agreed by us, the goods identified on the invoice will be billed at the price in effect on the date of shipment.
10. TAXES. In the absence of proper evidence of exemption supplied to us, you will reimburse us for all taxes, excise or other charges which we may be required to pay to any government (national, provincial, or local), except income taxes, assessed upon the production, storage, sale, transportation and/or use of the goods identified on the invoice.
11. FORCE MAJEURE. No liability shall result from any cause (including without limitation Acts of God, force majeure, labor trouble, inclement weather, shortage of or inability to obtain materials, equipment or transportation or significant increase in their price and/or orders of courts) beyond the reasonable control of the party affected. Either of us may eliminate any quantities so affected, but this agreement shall remain otherwise in effect. If our supply of goods to be sold is limited by any such cause. we shall have the right to reduce or cancel in its entirety our commitment under this agreement.
12. ENTIRE AGREEMENT. Unless specifically incorporated herein by reference, no written or oral understandings, representations or warranties regarding the subject matter of this agreement and predating the date of this agreement shall be of any effect. No changes or additions are effective unless agreed to by us in a writing signed by us. The terms of any purchase order or similar document shall not apply and are rejected. This agreement is not assignable or transferable without our prior written consent.
13. GOVERNING LAW. The rights and obligations under this agreement are governed by the national and local laws applicable in California.