Terms & Conditions
Aero-Space Southwest, Inc.
Except for those prices, quantities, payment terms, delivery schedules and other terms identified on the sales order
and/or unless otherwise agreed to in writing signed by Aero-Space Southwest, Inc., ("ASSW"), the terms and conditions specified below constitute the entire agreement, oral or written, between ASSW and Customer, and no other terms or conditions shall be of any effect. By placing any order with ASSW, Customer accepts such terms and conditions, and agrees that ASSW objects to and rejects any additional or different terms in any purchase order or other communication, except as specified above.
1. Terms of Payment. UNLESS CREDIT HAS BEEN EXTENDED BY ASSW, all payments are due upon receipt of
ASSW's invoice. All prices are payable in U.S. dollars. Customer will also remain solely liable for all applicable local,
state, or federal taxes, freight, shipping, handling, duties or other similar charges, whether or not included in the initial
invoice. ASSW reserves the right to modify payment terms prior to shipment, require payment in advance, or to delay,
cancel, or stop any shipment or order by reason of Customer's creditworthiness or should Customer fail to fulfill any
obligation when due. In the event any ASSW invoice to Customer is not paid in full when due, Customer also agrees to pay interest from the due date at the lesser of 8% or the highest legal rate allowed by law, together with ASSW's
attorneys fees or other costs incurred in collecting such amounts, whether or not suit is commenced. All orders are
noncancellable by Customer upon acceptance by ASSW, except as provided for herein.
2. Shipment and Delivery. Shipment or delivery dates or schedules are estimates only. All products will be packaged for normal ground transportation, although ASSW will use reasonable efforts to meet special shipping requests at
Customer's sole expense. All deliveries will be made F.O.B. ASSW's designated shipping point(s). Title will pass and
Customer assumes all risks of loss upon delivery to the carrier at point of shipment, and Customer will also be solely
liable and responsible for any shipping insurance desired, and will assume full responsibility for negotiating with the
carrier or insurer or both in the event of misdelivery, loss, or damage. Customer will also pay reasonable storage
charges for products held at Customer's - request for any authorized, rescheduled delivery.
3. Limited Warranty and Limitation of Liability. AS A DISTRIBUTOR OF THIRD PARTY PRODUCTS, ASSW MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ONLY WARRANTIES AVAILABLE FOR PRODUCTS PURCHASED THROUGH ASSW WILL BE ANY APPLICABLE MANUFACTURER'S WARRANTIES, TO THE EXTENT SUCH WARRANTIES ARE ASSIGNABLE TO CUSTOMER. ASSW WILL, HOWEVER, ACCEPT DEFECTIVE PRODUCTS ON BEHALF OF SUCH MANUFACTURER(S) WHEN AND TO THE EXTENT SUCH PRODUCTS ARE RETURNED WITHIN THE APPLICABLE LIMITED WARRANTY PERIOD, WITH ASSW'S WRITTEN RETURN AUTHORIZATION; AND IN ACCORDANCE WITH SUCH OTHER PRE-RETURN INSTRUCTIONS PROVIDED BY ASSW.
Use of the customer's part number on this document or on any products is for convenience only and does not constitute any representation by ASSW with respect to the performance, specifications, or fitness of any part for any purpose. Customer further acknowledges that ASSW is not a product manufacturer, and Customer expressly waives any claim against ASSW based on any infringement or alleged infringement of any third party intellectual property rights with respect to any product or for any indemnity against any such claim(s).
ASSW'S SOLE LIABILITY ON ANY CLAIM, WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE SHALL BE LIMITED TO COMPLIANCE WITH THE WARRANTY RETURN POLICIES IDENTIFIED ABOVE. IN NO EVENT WILL ASSW BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE.
ASSW WILL IN NO EVENT BE RESPONSIBLE FOR ANY OTHER LOSS OR CLAIM REGARDING PRODUCTS PROVIDED BY ASSW HEREUNDER, REGARDLESS OF WHETHER ASSW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING ON ASSW'S SKILL, JUDGMENT TO SELECT OR
FURNISH ANY PARTICULAR PRODUCT FOR ANY PARTICULAR PURPOSE. CUSTOMER FURTHER ACKNOWLEDGES THAT THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT. ASSW ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER'S PRODUCT SPECIFICATIONS. FURTHER ASSW ASSUMES NO RESPONSIBILITY FOR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO ASSW BY OR ON BEHALF OF CUSTOMER.
AERO-SPACE SOUTHWEST, INC.
4. Acceptance and Return Policies. All products are deemed accepted by Customer unless Customer notifies ASSW in writing within ten days of delivery and provides all necessary information regarding any product shortage or other
alleged defect. No returns may be made for any reason without a Return Authorization Form issued by ASSW. If
Customer refuses to accept tender or delivery of any products, or returns any products without ASSW's authorization,
such products will be held by ASSW awaiting Customer's instruction for 20 days, after which ASSW may deem the
products abandoned and dispose of them as it sees fit, without crediting Customer's account.
5. Force Majeure. ASSW 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 ASSW 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, governmental interference or embargo, strike, shortage of labor, fuel, power, material or supplies, delay in delivery by ASSW's suppliers or any other cause or causes beyond ASSW's reasonable control. ASSW 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.
6. Governing Laws. This agreement and all transactions hereunder are governed by the laws of the State of Arizona,
applicable to contracts entered into, accepted and to be performed wholly within Arizona and without regard to
applicable conflicts of law principles. Any proceedings for the enforcement of this agreement shall be brought in federal or state courts located in Arizona. The parties consent and submit to the jurisdiction of said courts and agree that service of process made be made in any manner provided under Arizona or applicable United States federal law.
7. Government Contractors. If Customer's order is placed under a contract with the United States Government, ASSW agrees to comply with those contract provisions and regulations with which pursuant to law it must comply and of which Customer has, at the time of order placement, placed ASSW on notice. ASSW does comply with Sections 6, 7 and 15 of the Fair Labor Standards Act, as amended, and with all regulations and orders issued by the U.S. Department of Labor under Section 14 thereof.
All rights in technical data and software owned or licensed by ASSW or the manufacturer are hereby reserved and
deemed restricted or limited. No provision of Customer's contract with the government will be binding on ASSW or the
manufacturer except as expressly set forth in this paragraph. In no event will United States Government Cost Accounting Standards apply.
8. Customer's Disclosure Obligations. Unless previously disclosed prior to ordering by Customer and acknowledged in writing by ASSW, Customer warrants and represents to ASSW that products sold by ASSW are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. Customer will indemnify and hold ASSW harmless from any loss, cost or damage resulting from Customer's breach of the provisions of this paragraph.
9. Export and Other Restrictions. Certain products may be subject to export or resale or restriction or regulation, and
Customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been
imported. Country of origin information is as provided to ASSW by its suppliers and is, where applicable, located on the products themselves or the supplier's innermost packaging thereof.
10. Customized Products. Customer acknowledges and agrees that unless Customer's specifications are confirmed by ASSW and the manufacturer in writing at the time of purchase, any products which have been manufactured and/or assembled to Customer's specifications are nonreturnable and will also not be subject to the manufacturer's standard limited warranty or any other product warranties. Any third party value-added service provider is deemed to be an agent of Customer.
11. Modification of Orders. No order may be canceled, rescheduled or reconfigured without ASSW's prior written
authorization and, in such event, Customer will be liable to ASSW for any additional costs and expenses incurred by
ASSW, and for any recapture of volume purchase discounts or other required pricing adjustments.
12. Price Changes. Prices are subject to change upon any rescheduling, reconfiguration or other adjustment authorized by ASSW. Prices are also subject to change upon 30 days notice in response to supplier price increases, whereupon Customer may cancel the undelivered portion for any affected order by delivering written notice to ASSW prior to the shipment thereof and within ten days of its receipt of notice of the price increase.
13. Product Tolerances and Specifications. Unless otherwise specified by the Customer and accepted in writing by
ASSW, commercial tolerances will apply on all items. Any proposed change in product tolerances or specifications must also be accepted in writing by ASSW. If changes in tolerance or specification are proposed after receipt of any order, Customer assumes 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.
Items identified by ASSW using a manufacturer's part number will refer to those specifications pertaining to a particular part as set forth in the manufacturer's applicable current published catalog.
Where any manufacturing or other source inspection is made by the Customer, any 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.
14. There is inherent risk of delayed catastrophic failure involved in using fasteners
hardened to 320 HV and above, especially electroplating class 12.9. Evidence of this risk is documented in ISO 4042. In particular, we do disclaim any warranty, if
customer makes the decision to select and purchase parts, whose properties, characteristics, and manufacturing processes result in a high susceptibility to hydrogen assisted cracking, it is at the customer’s own risk and parts will be excluded from any and all product quality responsibilities related to hydrogen cracking, of us to Customer including but not limited to all of Customers indemnities, express or implied warranty including implied warranty or
merchantability of fitness for a particular purpose.
15.Customization Charges. Any requested set-up, drawings, design information and partial preparation charges, when invoiced, cover only part of the cost thereof to ASSW. Consequently, ASSW will retain, and the Customer will not acquire, any right, title or interest in any tooling, set-up, drawing, design information, or in any invention resulting there from.
16. Limitation of Actions. If either party desires to bring an action against the other party for breach of this Agreement,
the time within which the cause of action shall be one year after the accrual of the cause of action.
17. General. These Terms and Conditions of Sale are intended by Customer and ASSW to constitute a final, complete and exclusive expression of their sales agreement, which cannot be modified, waived or amended without ASSW's written agreement to do so. This agreement or any of the rights or obligations hereunder cannot be assigned by Customer without ASSW's prior written consent, and this agreement will be binding upon and will benefit the parties and their respective successors, heirs and permitted assign.