The following terms and conditions, in addition to the terms and conditions in any quotation and/or order acknowledgement issued by Aero Global Sourcing Solutions, Inc. (“AGSS”), are part of any quotation and/or order acknowledgement, as applicable, and are binding upon the buyer or customer specified in the purchase order (“Customer”) and AGSS. In case of conflict between a quotation and an order acknowledgement, the provisions of the order acknowledgement will prevail.

  1. Payment Terms: All prices are payable in U.S. dollars according to AGSS’s quotation and/or order acknowledgement. A late charge may be assessed on any delinquent amount at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is less. In the event any AGSS invoice to Customer is not paid in full when due, Customer shall pay interest from the due date, together with AGSS’s attorneys’ fees and other costs incurred in collecting such amounts, whether or not a lawsuit is commenced.
  2. Delivery: Title, risk of loss and responsibility for transportation and insurance will pass from AGSS to Customer as stated in AGSS’s quotation and/or order acknowledgement.
  3. Customs Duties, Fees, Surcharges and Taxes: AGSS will be responsible for customs duties for the importation of goods unless otherwise provided in AGSS’s quotation and/or order acknowledgement, or otherwise agreed by AGSS and Customer, provided that AGSS reserves the right to retroactively charge additional customs duties, tariffs and/or freight expense to Customer if such expenses exceed the delivery cost estimated in AGSS’s quotation due to any changes in duties and/or tariffs and/or freight rates. AGSS also reserves the right to invoice Customer for additional current or retroactive duties and/or tariffs paid or payable due to any change to the Harmonized Code or duty and/or tariff rate applied to an imported product by U.S. Customs and Border Patrol (“CBP”) up to the amount invoiced by CBP. Except as otherwise provided in AGSS’s quotation or otherwise agreed by AGSS and Customer, any sales, revenues, excise, use, or other taxes, fees, or surcharges applicable to the equipment and components shall be paid by Customer in addition to the purchase price and shall be paid to AGSS in jurisdictions where AGSS is registered to collect such amounts, or otherwise directly to the taxing authority by self-assessment. In lieu of such payment, Customer may provide to AGSS a valid tax exemption certificate at the time of first payment.
  4. Export Restrictions: Certain products may be subject to export or resale restrictions or regulations. Customer will comply with such restrictions and regulations. Any or all products may be imported. Country of origin information is provided to AGSS by its suppliers without independent validation and may be provided to Customer upon request.
  5. Customer’s Disclosure Obligations: Unless previously disclosed prior to ordering by Customer and acknowledged in writing by AGSS, Customer warrants and represents to AGSS that products sold by AGSS are not intended for and will not be used in life support systems, human implantation, military, aerospace, automotive, nuclear facilities or systems or any other application where product failure could lead to personal injury, loss of life or catastrophic property damage. Customer will indemnify and hold AGSS harmless from any loss, cost or damage resulting from Customer’s breach of the provisions of this paragraph.
  6. Products: All engineering and product decisions are the responsibility of Customer regardless of input or recommendations from AGSS or AGSS’s suppliers. Customer is responsible to ensure the product will perform in the intended application to Customer’s standards. Use of Customer’s part number in any documentation or product is for convenience only and does not constitute any representation by AGSS with respect to the performance, specifications, or fitness of any part for any purpose.
  7. Customized Products: Products manufactured and/or assembled to Customer’s specifications are non-returnable and will also not be subject to the manufacturer’s standard limited warranty or any other product warranties unless otherwise agreed in writing by AGSS and the manufacturer after confirming Customer’s specifications. Any third-party value-added service provider is deemed to be an agent of Customer.
  8. Modification of Orders: No order may be cancelled, rescheduled or reconfigured without AGSS’s prior written authorization and, in such event, Customer will be liable to AGSS for any additional costs and expenses incurred by AGSS.
  9. Price Changes: Prices are subject to change upon any rescheduling, reconfiguration or other adjustment authorized by AGSS. Prices are also subject to change upon 30 days’ notice in response to supplier price increases.
  10. Product Specifications: Product specifications are set forth in the product drawing referenced in AGSS’s quotation and/or order acknowledgement unless otherwise agreed in writing by Customer and AGSS. Any proposed change in product specifications must also be accepted in writing by AGSS. If Customer requests changes to the specifications after AGSS receives an order, Customer shall assume responsibility for the work in process, unused raw material, unamortized tooling and any other related changes to the manufacture and sale of such item to Customer hereunder. If any manufacturing or other source inspection is made by Customer, the inspector shall be deemed Customer’s agent with authority to accept material on Customer’s behalf, to waive specified test or details of test procedure, and to accept material which may deviate from formal specifications.
  11. Acceptance and Return Policies: All products are deemed accepted by Customer unless Customer gives written notice of rejection to AGSS within ten days of Customer’s receipt of delivery of the product and provides all necessary information regarding any product shortage or other alleged defect. AGSS, at its sole discretion, will determine what actions will be taken, if any, in response to any product shortage or alleged defect.
  12. Customization Charges: Any requested set-up, drawings, design information and partial preparation charges, when invoiced, cover only part of the cost thereof to AGSS. Consequently, AGSS will retain, and Customer will not acquire, any right, title or interest in any tooling, set-up, drawing, design information, or in any invention resulting therefrom.
  13. WARRANTIES: AGSS WARRANTS THAT IT WILL NOT SELL CUSTOMER ANY PRODUCT THAT AGSS KNOWS WOULD INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY. EXCEPT FOR THE PRIOR SENTENCE, AGSS MAKES NO OTHER WARRANTIES TO CUSTOMER OR OTHERS, EXPRESS, IMPLIED, ORAL OR WRITTEN, ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, ADVERTISING OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ONLY OTHER WARRANTIES AVAILABLE FOR PRODUCTS PURCHASED THROUGH AGSS WILL BE ANY APPLICABLE THIRD-PARTY MANUFACTURER’S WARRANTIES, TO THE EXTENT SUCH WARRANTIES ARE ASSIGNABLE TO CUSTOMER.
  14. LIMITATION OF LIABILITY: IN NO EVENT WILL AGSS BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, CONSEQUENTIAL DAMAGES, OR ANY OTHER LOSS OR CLAIM REGARDING PRODUCTS PROVIDED BY AGSS HEREUNDER, REGARDLESS OF WHETHER AGSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING ON AGSS’S SKILL OR JUDGMENT TO SELECT OR FURNISH ANY PARTICULAR PRODUCT FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT. AGSS ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO AGSS BY OR ON BEHALF OF CUSTOMER. IN NO EVENT WILL THE LIABILITY OF AGSS RELATING TO THE SALE OF PRODUCTS OR OTHERWISE EXCEED THE PRICE PAID FOR THE PRODUCTS OR SERVICES PURCHASED FROM AGSS.
  15. Force Majeure: AGSS will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by Customer by reason of such failure or delay (and whether or not AGSS has been advised of the possibility of such damages), including, without limitation, any failure or delay caused by, or arising in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, epidemic, governmental interference or embargo, import or export restrictions, strike, shortage of labor, fuel, power, material or supplies, delay in delivery by AGSS’s suppliers or any other cause or causes beyond AGSS’s reasonable control. AGSS reserves the right to cancel any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause and/or to allocate in its sole discretion among customers or potential customers, or to defer or delay the shipment of any product, which is in short supply.
  16. Cancellation: All orders are non-cancellable and non-reschedulable without prior written approval of AGSS.
  17. Controlling Provisions: These terms and conditions (including the terms and conditions in the quotation and/or order acknowledgement) shall supersede any terms and conditions or other provisions contained in any other writing or oral statement and all prior discussions; negotiations, commitments and understandings relating thereto are merged herein. Customer’s acceptance is limited to these terms and conditions. AGSS expressly objects to and rejects any different or additional terms in Customer’s purchase order or any other document or form transmitted on behalf of Customer, unless AGSS’s written and signed consent is first obtained. Any oral or written statements or advertisements made by AGSS or its employees or agents with respect to the equipment or components described herein are not warranties and should not be relied upon by Customer.
  18. Governing Law: AGSS and Customer agree that any contract for sale and these terms and conditions made a part thereof shall be governed by, interpreted and construed under the internal laws of the state of Minnesota, USA, and without regard to applicable conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any proceedings for the enforcement of this agreement shall be brought in federal or state courts located in Hennepin County, Minnesota. The parties consent and submit to the jurisdiction of said courts and agree that service of process may be made in any manner provided under Minnesota or applicable United States federal law.
  19. Compliance: AGSS and Customer each agree to comply with the Foreign Corrupt Practices Act (15 U.S.C. § 78 et. seq.) and the Organization for Economic Cooperation and Development Convention with respect to its conduct hereunder, to the extent its conduct is governed thereby.
  20. Default of Customer: If Customer fails to pay when due any sum owing to AGSS, or to perform any other obligation to AGSS hereunder or otherwise, or if Customer becomes insolvent, makes an assignment for the benefit of creditors, or if there shall be instituted by or against Customer any proceeding under any bankruptcy, reorganization, readjustment of debt, or insolvency law of any jurisdiction, or for the appointment of a receiver or trustee in respect to Customer or any of Customer’s property, or if AGSS reasonably believes that Customer is unable to pay its debts as they become due, then, and in any such event, AGSS may, in addition to all other rights, accelerate payments, or AGSS may with or without notice to Customer, terminate all of AGSS’s obligations to Customer. Customer shall be responsible for any damages, expenses and losses sustained by AGSS due to Customer’s defaults, including, without limitation, those described in paragraph 16 herein regarding cancellation. AGSS’s remedies for Customer’s breach hereunder shall be cumulative and in addition to any other remedies available at law, in equity or otherwise.
  21. LIMITATION OF ACTIONS: IF EITHER PARTY DESIRES TO BRING ANY CLAIM, CAUSE OF ACTION, DEMAND OR LAWSUIT AGAINST THE OTHER PARTY FOR BREACH OF THIS AGREEMENT (EACH AN “ACTION”), THAT PARTY MUST FILE THE ACTION NO LATER THAN ONE YEAR AFTER THE ACCRUAL OF THE ACTION.
  22. General: These Terms and Conditions of Sale, and AGSS’s quotation and/or order acknowledgement, and any written agreement signed by both Customer and AGSS relating to the purchase of products identified in the quotation and/or order acknowledgement, such as a confidentiality agreement, non-disclosure agreement, non-cancellable and non-returnable purchase agreement, or other purchase, are intended by Customer and AGSS to constitute a final, complete and exclusive expression of their sales agreement, which cannot be modified, waived or amended without AGSS’s written agreement. This agreement or any of the rights or obligations hereunder cannot be assigned by Customer without AGSS’s prior written consent, and this agreement will be binding upon and will benefit the parties and their respective successors, heirs and permitted assigns. No term or condition hereof may be changed, waived, discharged, amended, modified or terminated orally, or in any manner other than by an instrument in writing signed by AGSS and Customer. If any terms and conditions described herein are found to be illegal or unenforceable, only that portion necessary shall be modified or stricken and all other terms and conditions shall remain in full force and effect.