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General Sales Terms and Conditions



  1. 1. General Sales Terms and Conditions. These general sales terms and conditions (these “Terms and Conditions”) apply to the quotation for and acceptance of any resulting purchase order by Global Airtech MFG., I (“GAM”), a California corporation, or Global Airtech International (“GAI”), a wholly owned subsidiary of GAM, and represent the exclusive and binding agreement between GAM/GAI and Buyer with respect to the order of any Merchandise (as defined below) by Buyer and the sale of such Merchandise by GAM/GAI to Buyer, and shall apply to any purchase order form, regardless of whether these General Terms and Conditions are expressly referenced in that purchase order form. NO TERM OR CONDITION SET FORTH IN ANY OF BUYER’S SOLICITATION, PURCHASE ORDER, CONTRACT OR OTHER CORRESPONDENCE SHALL BECOME PART OF ANY ORDER OR OTHERWISE BECOME BINDING ON GAM/GAI UNLESS EXPRESSLY AGREED TO IN WRITING BY GAM/GAI. BUYER’S ORDER WILL BE ACCEPTED SOLELY ON  THE CONDITION THAT BUYER EXPRESSLY ACCEPTS AND ASSENTS TO THESE TERMS AND CONDITIONS. GAM/GAI’S FAILURE TO OBJECT TO ANY PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS CONTAINED HEREIN.

  1. 2. Merchandise. The term “Merchandise” shall mean the goods and services specified on an Order (as defined below) or delivered by GAM/GAI together with all component parts thereof and all accessories, additions, containers, handbooks and related materials and services provided by GAM/GAI or on behalf of GAM/GAI. References to Merchandise shall (where appropriate) be construed as including a reference to any component thereof.

 

  1. 3. Quotation, Prices and Taxes. Quotations are for information purposes only and are not offers capable of being accepted by Buyer. Unless otherwise expressly set forth therein, quotations do not include any applicable taxes, import duties, customs clearance, applicable licenses, certifications, ratings, other authorizations or approvals or charges for shipping or handling. All such applicable taxes, import duties, customs clearance, applicable licenses, certifications, ratings, other authorizations or approvals and charges for shipping or handling are the sole responsibility of Buyer.

 

  1. 4. Export Regulations. Buyer agrees to fully comply with all applicable export laws and regulations, including the United States Foreign Corrupt Practices Act ((15 U.S.C. § 78dd1, et seq.), and shall obtain or renew any necessary governmental export permits or similar authorizations which may be required for the export of Merchandise. Buyer shall not export or re-export or permit transshipment of, directly or indirectly, the Merchandise in violation of any U.S. export laws or any other restrictions, laws or regulations, or to any country restricted by the U.S. export laws and regulations. Upon request, Buyer will also supply GAM/GAI with such documentation as GAM/GAI deems necessary, in its sole determination, to demonstrate compliance with such laws and regulations, including but not limited to properly completed end-user declarations. Notwithstanding any other provision hereof, GAM/GAI will have no liability (including no obligation to provide substitute goods or services), nor will it be a breach hereof, if any government or other authority fails, for any reason, to issue or renew any export license or other authorization affecting any Merchandise, including without limitation, any authorization required for any party to use the Merchandise.

 

  1. 5. Purchase Orders. Orders for Merchandise (“Orders”) shall be placed by Buyer with GAM/GAI. Buyer shall ensure that the contents, descriptions and details of its Orders and any applicable specifications are complete and accurat All orders are deemed offers by Buyer to purchase Merchandise from GAM/GAI, and shall not be deemed accepted by GAM/GAI, except as provided for in this Section. Acceptance of an Offer by GAM/GAI shall occur upon the earlier of GAM/GAI’s commencement of performance under such Order, or the transmission of GAM/GAI’s Acceptance of Buyer’s Order to Buyer. GAM/GAI agrees to sell and Buyer agrees to buy from GAM/GAI the specified Merchandise at the prices set forth in any accepted Order, subject to these Terms and Conditions.

 

 

 

 

 

 

  1. 6. Delivery, Delays.

 

 

 

 

 

 

 

 

  1. 7. Shipment and  Risk  of  Loss   If Buyer requests shipment, GAM/GAI shall deliver the Merchandise ordered by Buyer F.C.A. GAM/GAI’s premi Shipment will be by the mode of transportation chosen by GAM/GAI, in its sole discretion, unless otherwise agreed in writing. Buyer shall bear all risk of damage or loss beginning with the delivery of the Merchandise at GAM/GAI’s shipping point to the carrier. GAM/GAI does not insure Merchandise during shipment.  At GAM/GAI’s request, Buyer shall provide GAM/GAI with an insurance certificate as evidence of transportation insurance prior to shipment of Merchandise. The insurance certificate shall name GAM/GAI as loss-payee to the extent of GAM/GAI’s financial interest in the Merchandise.

 

  1. 8. GAM/GAI’s Security Interest. “Security Interest” means a purchase money security interest in the Merchandise, together with (i) all accessions to, substitutions and replacements for the Merchandise, (ii) all proceeds of any and all of the Merchandise, (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed or used in connection with or hereafter attached or affixed or used in connection with any of the foregoing Merchandise, and (iv) all warehouse receipts, bills of lading, and other documents of title now or hereafter covering any of the foregoing Merchandise. GAM/GAI hereby retains and Buyer hereby grants to GAM/GAI, Security Interest in the Merchandise until Buyer has made payment in full for the Merchandise and satisfied all of its obligations to GAM/GAI hereunder. Buyer  will  execute,  deliver  or  endorse  any  and  all  instruments,  documents,  assignments,  securityagreements and other agreements and writings that GAM/GAI may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and GAM/GAI’s rights under these Terms and Conditions. GAM/GAI shall have all of the rights of a secured party with respect to the Merchandise under the California Uniform Commercial Code (“UCC”) and other applicable laws. Upon Buyer’s default of any payment obligation, in addition to other rights and remedies it may have under law and equity, GAM/GAI may exercise in respect of the Merchandise all the rights and remedies of a secured party on default under the UCC, including, without limitation, the right to enforce the Security Interest, to retake possession of the applicable Merchandise and to collect directly from any account obligor all amounts due Buyer with respect to such Merchandise.

 

  1. 9. Final Acceptance.

 

 

 

  1. 10. Terms of Payment.

 

 

 

 

 

 

 

  1. 11. Pre-payment, Events of Default, Remedies. Until full payment in respect of the Merchandise is received by GAM/GAI pursuant to Section 10 of these Terms and Conditions, the following shall apply:

 

 

 

  1. 12. No Warranty, Disclaimer, Limitation of Liability, Indemnification.

 

 

 

 

  1. 13. General.