Terms of Sale

  The sale of products and services ("Products") by Avtronix Marketing LLP and its divisions, subsidiaries, and affiliates ("Avtronix") to a customer ("Customer") are subject to these terms and conditions ("Agreement") regardless of other terms or conditions in any purchase order, document, or other communication of Customer ("Order") or Avtronix's failure to object to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both Avtronix and Customer.
1. ORDERS. Unless otherwise stated on the quote, Avtronix quotes are invitations to tender and are subject to change at any time without notice. All Orders are subject to acceptance by Avtronix. Contracts between Customer and Avtronix are formed upon Avtronix's written acceptance, Electronic Data Interchange ("EDI") acknowledgment or execution of Customer's Order and are subject to this Agreement. All Orders for Products that Avtronix identifies as non-standard or "NCNR" are non-cancelable and non-returnable. Avtronix may identify Products as non-standard or "NCNR" by various means including quotes, Products lists, attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products without Avtronix's consent. Avtronix reserves the right to allocate the sale of Products among its Customers.  
2. PRICES. Unless otherwise stated on Avtronix's proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties or any other charges or fees for additional services (collectively, "Additional Fees"). Unless otherwise stated on Avtronix's proposal, quote or invoice, Customer is responsible for any and all Additional Fees.
3. TERMS OF PAYMENT. Payment is due as stated on Avtronix's invoice without offset or any deduction for withholding taxes or otherwise. At any time, Avtronix may change the terms of Customer's credit. Avtronix may apply payments to any of Customer's accounts. If Customer defaults on any payment, Avtronix may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits provided by Avtronix will expire if unused within 12 months.
4. DELIVERY. Avtronix's delivery dates are estimates only and subject to Avtronix's timely receipt of supplies. Avtronix is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
5. WARRANTY. Customer acknowledges that Avtronix is not the manufacturer of the Products. To the extent legally and contractually permitted, Avtronix shall pass through to Customer any transferable Product warranties, indemnities, and remedies provided to Avtronix by the vendor, including those for intellectual property infringement.
7. PRODUCT RETURN. Customer may return Products to Avtronix only with a return material authorization ("RMA") number issued by Avtronix.Customer must notify Avtronix in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within three business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products. Avtronix will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Customer must return the Products to Avtronix in compliance with Avtronix's instructions in the RMA. Avtronix may assess all Products returned by Customer via RMA. If Avtronix determines such Products are not eligible for return, Avtronix will send such Products back to Customer on freight collect basis, or hold such Products for Customer's collection and on account at Customer's expense.
8. LIMITATION OF LIABILITY. Avtronix's liability to Customer is limited to Customer's direct damages up to an amount not exceeding the price of the Product at issue. This limitation of liability does not apply in case of death or personal injury caused by Avtronix's negligence. Avtronix is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers). To the extent Avtronix cannot lawfully disclaim any implied or statutory warranties, Customer's statutory rights are not affected by this limitation of liability.  

  The purchase of products or services ("Products") by Avtronix Marketing LLP. and its divisions, subsidiaries, and affiliates ("Avtronix") are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, non-negotiated document, quote, acknowledgement, or other communication. Preprinted terms and conditions on any document of supplier (“Supplier”) and/or Avtronix’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. If the parties have a negotiated agreement for the relevant Products, such terms will govern and supersede these terms and conditions.

 1. ORDERS. Any order placed by Avtronix will be made with Avtronix’s standard purchase order form and submitted in writing by fax, or electronic means acceptable to Avtronix (“Order”). Supplier shall acknowledge Avtronix’s Orders in writing or via EDI within one (1) business day of receipt. Order acknowledgments shall contain Supplier’s promised ship date. All Orders will be deemed accepted by Supplier, per Avtronix’s requested ship date, if Supplier does not provide a written notice of rejection within three (3) business days of the receipt of the Order. Any partial fulfillment of an Order will also be deemed accepted by Supplier. Avtronix may cancel any Order having a clerical error within five (5) business days of placing such Order. Avtronix may change or cancel Orders or reschedule shipment dates for any Products ordered, provided that it notifies Supplier at least ten (10) business days prior to the latest confirmed ship date. 

2. PRICES. The price for any Products will be set forth in Avtronix’s Order. Avtronix shall not be liable for taxes with respect to any order other than any sales tax which Supplier is required by law to collect from Avtronix. 

3. DELIVERY AND TITLE. Time is of the essence for delivery of Products.Supplier agrees to deliver Products ordered by Avtronix to the location and within the time specified in Avtronix’s Order pursuant to the terms of this Agreement. Supplier may not ship before the promised ship date without Avtronix's prior written approval. Supplier agrees to pay premium freight when its delivery will miss the acknowledged ship date. Avtronix may designate the carrier to be used, and, in absence of such specification by Avtronix, Supplier shall select a carrier in its reasonable discretion. Supplier warrants the title to all Products sold to Avtronix and warrants that such Products are not subject to security interests, liens, or other encumbrances. Title and risk of loss shall pass at Avtronix’s destination. For the avoidance of any doubt, under no circumstance shall Avtronix be the importer of record for this engagement.  

4. ACCEPTANCE AND PRODUCT RETURN. All Products are subject to inspection and testing before acceptance. Avtronix will use reasonable efforts to give Supplier notice of any obvious defects, damage, or discrepancy within thirty (30) business days of delivery. Acceptance will not be deemed a waiver of any warranty hereunder or otherwise provided by law. If Avtronix finds that the Products or any part thereof do not conform to the requirements of the Order, Supplier will, at Avtronix’s election either: replace such nonconforming Products, accept return for credit at the invoice price, or refund Avtronix’s purchase price for such nonconforming Products. Return of Products that are not in conformance with the Order (including DOA), over- shipments, recalled products, and shipments rejected due to early or late delivery will be returned freight collect at Supplier’s risk and expense.   

5. LIMITATION OF LIABILITY. Avtronix will not be liable for indirect, special, incidental, or consequential damages of any nature arising out of or related to the orders or any termination, rejection, or revocation of acceptance of the orders, including without limitation, business interruption costs, reprocurement costs, loss of profit or revenue, promotional or manufacturing expenses, overhead, injury to the reputation of supplier, or loss of customers, even if avtronix has been advised of the possibility of such damages. in no event will avtronix’s liabiity exceed the price set forth in the order.  

6. CONFIDENTIALITY. If either party receives from the other party written information marked “Confidential” and/or “Proprietary”, the receiving party agrees not to use such information except in the performance of this Agreement, and to treat such information in the same manner as it treats its own confidential information. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is, through no fault of the party receiving the confidential information, disclosed in a publicly available source; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law. Except as otherwise provided herein, the obligation not to disclose shall be for a period of one (1) year after the disclosure of the Confidential Information.