AirField Systems Terms and Conditions of Sale
This Sale Agreement (“Agreement”) is made by and between the undersigned (“Customer”) and AirField Systems, L.L.C., an Oklahoma limited liability company having its principal place of business at 8028 N May Avenue Suite 201, Oklahoma City, OK 73120 (“AirField”) and in consideration of the mutual undertakings herein contained, Customer and AirField agree as follows:
- Sale. By signing below and/or on the attached Quote, Customer agrees to purchase from AirField the products described on the Quote (the “Products”) on these terms and conditions.
- Payment Terms; Late Charges; Orders; Holdbacks. Terms of payment for the Products are within AirField’s sole discretion. Unless otherwise agreed to by AirField, or as stated in the Quote, full payment must be received by AirField prior to AirField’s acceptance of Customer’s Purchase Order. Payment for the Products will be made by approved check, wire transfer, or some other prearranged payment method acceptable to AirField unless credit terms have been agreed to by AirField. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Customer agrees to pay as a late charge, an amount equal to the lesser of 1-1/2% per month or the highest rate allowed by law of the amount then due until received by AirField. Customer shall also be responsible for any attorneys’ fees and costs incurred to recover the sales price and other amounts owed hereunder. Orders are not binding on AirField until accepted by AirField. No holdbacks are permitted on any portion of any outstanding invoices.
- Delivery. AirField will have the Products prepared for shipping and delivered to common carrier for shipment to Customer’s “ship to” address(es) set forth on a Purchase Order. AirField will bear the risk of loss or damage from every cause until the Products are delivered to Customer or Customer’s agent. Any dates or schedules which may be specified for delivery of the Products will be estimated and AirField will incur no liability, either direct, or indirect, as a result of any delays in meeting such dates or schedules. If the Customer shall fail to make payments in accordance with the terms of payment, AirField may defer further shipment until such payments are made or terminate this Agreement. Shipments and deliveries shall at all times be subject to AirField’s approval. AirField shall not be responsible for any delays in delivery or failures in manufacture caused by contingencies beyond AirField’s reasonable control, including, but not limited to, strikes, fire flood, hurricane, typhoon, earthquake, embargo, war, governmental regulations, or shortages of raw materials, fuels, or transportation. Acceptance of an order and delivery is subject to availability of material at time of order.
- Inspections and Returns. On receipt of the Product Customer shall carefully inspect their condition and shall notify AirField in writing before the Product has been covered up or put out of view, of any deficiencies, shortages or defects, and provide an officer of AirField an opportunity to inspect any deficiencies noted. Any error in workmanship, defects in material, or nonconformities between Products ordered and those delivered must be reported to an officer of AirField within 48 hours. Products shall not be returned to AirField without an officer of AirField’s prior written consent. A 20% restocking charge will be levied on all authorized returned standard resale goods. A minimum of a 50% restocking charge will be levied on all custom fabricated goods, subject to AirField’s sole discretion. On an officer of AirField’s prior written consent, such goods may be returned to AirField’s designated location, freight prepaid and by a carrier designated by AirField.
- Title; Security Interest. Title to the Products shall vest in Customer on payment in full of the sales price, costs and amounts required hereunder. In the event that payment is not made title shall, at AirField’s option, revert to AirField without demand or proceedings by AirField against Customer for any breach of this Agreement. Customer grants to AirField and its successors and assigns a security interest in the Products and all proceeds thereof to secure the prompt payment by Customer when due of all amounts payable to AirField and all other obligations of Customer contained in this Agreement.
- Shipping Charges; Taxes. Separate charges for shipping and handling will be charged to Customer on all sales. Any estimates of shipping and handling charges provided to Customer by AirField are estimates only. Actual shipping and handling charges will be invoiced to Customer on receipt. AirField shall not be liable for any portion of shipping and handling charges. Customer agrees to be responsible for and shall pay when due all taxes, fees, withholdings or other charges (including any interest and penalties), if any, associated with the sale. If Customer claims eligibility for exemption from any tax, tax exemption certificate(s) acceptable to the relevant taxing authority shall be delivered to AirField before the payment due date for the Products. AirField does not have to contest any taxes, fines or penalties.
- Limited Warranties. The limited warranties applicable to the Products are available directly from AirField. Warranties will be delivered and effective, and AirField will be obligated to honor any such warranties, only on AirField’s receipt of payment in full for the products to be warrantied. AirField makes no express or implied warranties except those stated in AirField’s applicable limited warranty statement in effect on the date of the invoice or packing slip for the products. Except for the express limited warranty set forth in this paragraph, all products are sold “as is” and “with all faults” and there are no implied warranties of any kind including merchantability, fitness for a particular purpose, satisfactory quality, compliance with description, and non-infringement in connection with any sale.
- Design. It is Customer’s responsibility to ensure that the design into which the Products will be used is properly engineered and that the Products’ properties are adequate for the installation. Should the Products be used in an application where property or public safety could be endangered Customer warrants that the design of the Products has been engineered by a competent engineer with experience in the design of the Products. Unless specifically agreed to in writing by an authorized individual, AirField shall not be responsible for the results of any technical advice provided in connection with the purchase, design, installation, or use of the Products. A design with AirDrain should always insure the integrity of what is below the grid for the life of the project. AirField makes no warranty against patent infringement.
- Limitation of Liability. AirField excludes liability for any tort, contract or equitable claim beyond the remedies set forth in this agreement, including any liability for products not being available for use. AirField will not be liable for lost profits, loss of business or other incidental, consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein. AirField’s sole liability for any claims, whether based in contract or tort (including negligence), at law or in equity, for any loss or damages arising, resulting from, or connected with the products and this agreement shall be limited to the lesser of the actual amount of such loss or damages or the sales price paid by customer for the products that are the subject of the claim. This limitation of liability shall not be affected even if any remedy provided for herein fails its essential purpose.
- Applicable Law; Jurisdiction and Venue. This agreement shall be governed and interpreted exclusively by the laws of the State of Oklahoma without regard to conflict of laws rules. Customer agrees that any disputes regarding enforcement of this agreement will be brought in Oklahoma courts exclusively and waives to the fullest extent allowed by law any objection to venue in any Oklahoma Court. If the Customer is a State, political subdivision thereof, or the like, sovereign immunity is waived to the extent necessary that it makes the terms of this provision enforceable. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States, including all applicable government export laws and regulations.
- No Construction Against Any Party. These terms and conditions shall not be construed either for or against any party as if he/she/they were the sole drafter of said provisions.
- Other Documents. This Agreement may NOT be altered, supplemented or amended by the use of any other document(s). Any attempt to alter, supplement or amend this Agreement or to enter an order for Products which is subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by both Customer and AirField.
- Headings. The section headings used herein are for convenience of reference only and do not form a part of this Agreement, and no construction or inference shall be derived therefrom.
- Severability. If any provision of this Agreement shall be illegal, invalid or unenforceable to any extent under applicable law, such provision shall be fully severable. The remainder of this Agreement will remain in full force and effect and will not be terminated.
- Option to Terminate. AirField may terminate an order, this agreement and/or any existing warranty provided herewith/after if: (i) Customer refuses or is unable to accept delivery of the Products; (ii) Customer fails to pay for the Products in full; (iii) Customer becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors; or (iv) Customer fails to perform any other provision of this Agreement. AirField’s right to terminate shall be exercised by written notice to Customer, and AirField shall be entitled to immediate possession of the Products, without liability for entering Customer’s premises for such purpose, and to retain all monies paid hereunder as an offset to AirField’s damages. The rights of AirField to terminate this Agreement and recover the Products shall not be the exclusive remedies available to it and are in addition to any other rights and remedies provided by law or this Agreement, including but not limited to the right to recover damages from Customer.
- Force Majeure. On giving notice to the Customer of an event of Force Majeure, AirField shall be released without liability on its part from the performance of its obligations hereunder. Force Majeure means any event or condition, not existing as of the date of this Agreement, not reasonably foreseeable and not reasonably within the control of either party, which prevents in whole or in part, AirField’s performance of its obligations under this Agreement or which renders its performance commercially unreasonable, including, without limitation, governmental action, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning, and explosion. It is expressly agreed that the occurrence of any condition or circumstance that would prevent the legal fulfillment by AirField of its obligations under this Agreement under any applicable law or regulation, including any refusal or failure of any governmental authority to grant any permit or license required for the sale by AirField of the Products ordered hereunder, shall constitute an event of Force Majeure.
- Miscellaneous. This Agreement is effective only when accepted in writing by an authorized officer of AirField at its principal place of business. This Agreement is made in Oklahoma on acceptance, and shall be governed by and construed in accordance with its laws, including all matters of construction, validity, performance, and enforcement. This Agreement may not be assigned in whole or in part by Customer without AirField‘s prior written consent, and any attempted assignment without consent shall be void. AirField may assign this Agreement in whole or in part without Customer’s prior consent. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them concerning its subject. There are no other oral or, written representations, agreements, or understandings between them. Execution of this Agreement via facsimile or by e-mail shall be effective, and signatures received via facsimile or by e-mail shall be binding upon the Parties hereto and shall be effective as originals