1. ACCEPTANCE OF ORDER: Products and services offered for sale by Air Science USA LLC or Air Science Technologies LTD (SELLER) are sold subject to the terms and conditions stated herein; provided, however, that these terms and conditions are superseded by those appearing in any applicable purchase agreement between Air Science USA LLC or Air Science Technologies LTD. and BUYER. These terms and conditions take precedence over BUYER’s additional or inconsistent terms and conditions. If BUYER proposes such additional or inconsistent terms In Its response, such response shall be deemed a rejection of the within offer and construed as a counteroffer. No binding agreement shall come into existence without Air Science USA LLC or Air Science Technologies LTD express consent to such counteroffer. Neither Air Science USA LLC or Air Science Technologies LTD commencement of performance nor delivery shall be deemed or construed as acceptance of BUYERS terms and conditions.
2. GOVERNING LAW: Any order Issued pursuant to this quotation from Air Science USA LLC shall be in all respects governed by the laws of the State of Florida. Any order Issued pursuant to this quotation by Air Science Technologies LTD shall be in all respects governed by the laws of the England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
3. ORDER CHANGES: BUYER will be allowed to change or modify an order after placed for only standard products or services before shipping. Non-standard custom products that BUYER has required customizations or modifications cannot be cancelled after released into production or approval of drawings by BUYER. Change orders to non-standard custom products requested by BUYER may result in additional charges by SELLER. Nonrefundable prepayment for custom or modified products may be required from BUYER. BUYER will be responsible to pay in full all orders for custom or modified products as per payment terms.
4. PRICE VALDILITY: Unless otherwise stated on the face hereof, all prices quoted expire forty-five (45) days after the date of this quotation. All prices quoted are valid only if BUYERS requested delivery date is within six (6) months of the date on which the order is placed.
5. PURCHASE AGREEMENT: Notwithstanding anything to the contrary herein, in the event this quotation is issued pursuant to a current purchase agreement between SELLER and the BUYER, this quotation shall remain valid for the period specified on the face or until the expiration date of the ordering period of any such purchase agreement, whichever occurs first.
6. ERRORS: Errors, Stenographic, typographic, and clerical errors are subject to correction. Information on the website may not be accurate or up to date.
7. TAXES AND OTHER CHARGES: Unless otherwise stated in writing by SELLER, all prices quoted shall be exclusive of transportation, insurance, duties, VAT, and taxes (including without limitation, any sales, use or similar tax). Such taxes and other changes, when applicable, will appear as separate additional items on SELLER invoices.
8. PAYMENT TERMS: Terms of payment shall be as specified on the face hereof. SELLER reserves the right to change the terms of payment, when in SELLERS opinion, the financial condition or previous payment record of BUYER so warrants. All orders issued by BUYER pursuant to this quotation shall be invoiced by SELLER at time of shipment. Payment by BUYER prior to inspection shall not constitute acceptance or impair BUYERS rights thereunder. All international orders require prepayment in full before shipping. All bank charges shall be paid by BUYER.
AIR SCIENCE USA LLC WILL CHARGE AN INTEREST CHARGE OF 2% PER MONTH (24% PER YEAR) ON ALL INVOICES NOT PAID WITHIN TERMS AS STATED ON OUR INVOICE.
9. DELIVERY DATES: SELLER will make every reasonable effort to meet any delivery date(s) quoted. However, SELLER will not be liable for its failure to meet the quoted delivery date(s) or for any delay in performance hereunder due to unforeseen circumstances or due to causes beyond its control. If BUYER postpones delivery more than (5) days once BUYER is notified in writing that the order is complete and ready for shipping by SELLER, BUYER will be responsible for warehouse storage fees of $50 per day starting on the (6) day after notification and thereafter, unless otherwise agreed to in writing.
10. PACKING: All products shall be packed appropriate for shipment and storage.
11. SHIPMENT: All shipments are F.O.B. SELLERS assigned location unless otherwise agreed to in writing. BUYER will pay all rigging, draying, and transportation charges. Shipments are prepaid by SELLER and added to BUYERS invoice. Extra costs or services added to BUYER shipment by BUYER without approval in writing by the SELLER, shall be reimbursed back to SELLER. This includes but not limited to: Shipping Advanced Notifications, Lift Gates Truck, Inside Delivery, reconsignment to other address, and residential locations.
12. METHOD OF SHIPMENT: Normally Air Science USA LLC or Air Science Technologies LTD will ship in accordance with BUYER’s shipping Instructions. In the absence of specific instructions or if BUYER’s instructions are deemed unsuitable, Air Science USA LLC or Air Science Technologies LTD reserves the right to ship by the most appropriate method per Section 11.
13. TITLE AND RISK OF LOSS: Title to the products and risk of loss and damage shall pass to BUYER when the F.O.B. point is SELLERS location and upon delivery to a common freight carrier, or when the F.O.B. point is Destination, upon tender to that destination. Details on Damaged Freight can be found at: https://www.airscience.com/damage-claims-policy
14. INSPECTION: BUYER may witness SELLER final test of the products. The cost of inspection is borne by the BUYER.
15. INSTALLATION: If SELLER is to provide installation hereunder, the installation date shall be mutually agreed upon. Any delays thereof shall require SELLER prior written consent. The cost of installation, site preparation, insurance, shall be borne by BUYER. BUYER shall be responsible for any permits with correct issue. BUYER to ensure site, plant, equipment in fit condition to carry out work and will indemnify SELLER against all loss suffered by unfitness.
16. ACCEPTANCE: Acceptance shall be accomplished using test procedures or programs established by Air Science USA LLC or Air Science Technologies LTD that are applicable to the products. Such acceptance shall be at the time of completion of final tests at SELLER assigned location. However, if installation by Air Science USA LLC or Air Science Technologies LTD is included in the purchase price, acceptance will be at the installation site when Air Science USA LLC or Air Science Technologies LTD demonstrates that products work properly. If Installation is delayed by the BUYER, BUYER agrees to acceptance of the products based upon the standard acceptance tests run at SELLER assigned location prior to delivery.
17. RETURNS AND CANCELLATIONS: Details on RETURNS AND CANCELLATIONS terms and conditions can be found at:
18. LIMITED WARRANTY:
Air Science USA LLC or Air Science Technologies LTD products are covered by a Limited Warranty against defects in materials and workmanship. Air Science Technologies LTD warrants that the Goods comply with the sale of Goods Act. The warranty period for each product will be provided on request at the time of sale and is specified in documentation supplied with the product. Limited Warranty details can also be found at: https://www.airscience.com/warranty
19. LIMITATION OF WARRANTY: The Air Science Limited Warranty excludes damage that results from accident, misuse, abuse, contamination, modification, normal wear and tear or other external causes. Air Science USA LLC or Air Science Technologies LTD is not responsible for damage that occurs as a result of failure to follow instructions included with the original product. Other exclusions apply. Details can be found at: https://www.airscience.com/warranty
NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. AIR SCIENCE USA LLC OR AIR SCIENCE TECHNOLOGIES LTD SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
20. EXCLUSIVE REMEDIES: THE REMEDIES PROVIDED HEREIN ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES. AIR SCIENCE USA LLC OR AIR SCIENCE TECHNOLOGIES LTD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
21. ASSIGNMENT: No order issued pursuant to this quotation shall be assignable. Any attempt to assign or transfer any of the rights, duties, or obligations under this agreement shall render such assignment or transfer null and void.
22. ATTORNEY / SOLICITOR FEES: BUYER shall pay attorney's fees and any other costs incurred by SELLER in any collection action or as a consequence of BUYERS breach of any of its obligations to the SELLER.
23. EXPORT COMPLIANCE: BUYER agrees to comply with U.S. and U.K. government export control laws and regulations.
24. ADDITIONAL TERMS: No U.S. or U.K. Government Procurement Regulations required to be included hereunder shall be binding on either party unless specifically agreed to in writing prior to incorporation herein.