STANDARD TERMS AND CONDITIONS OF SALE (“TERMS”) (REV. 06-2014)

These Terms govern and apply to all quotations for and the sale of all products and services (“Products”) by ELECSYS INTERNATIONAL, LLC, its subsidiaries and affiliates (“Seller”) to you (“Buyer”) and are hereby incorporated into the quotation, invoice or other document to which they are attached. All purchases of Products by Buyer are expressly limited and conditioned upon Buyer’s acceptance of these Terms which apply notwithstanding any conflicting, contrary or additional terms in any purchase order or other document or communication from Buyer (“Order”). Seller hereby objects to and rejects additional or different terms in any Order and Seller’s acknowledgement of an Order shall not be deemed an acceptance of any additional or different terms therein or a waiver of the provisions hereof.

1. ORDERS. Seller in its sole discretion may refuse orders and any acceptance thereof is expressly conditioned on Buyer’s consent to these Terms as the complete and exclusive statement of terms governing the sale of Products. Orders must be issued at least 30 days prior to the requested delivery date for special, custom or other non-standard manufactured products. Orders may not be cancelled or rescheduled without Seller’s consent and orders for special, custom and other non- standard Products, work-in-process and Products otherwise identified by Seller as Non-Cancelable and Non-Returnable (”NCNR”) are non-cancelable and non-returnable. Seller may allocate sales of Products among its customers in its sole discretion.
2. PRICES. Prices shall be as specified by Seller and shall be applicable for the period specified in Seller’s quotation, or, if not specified, for 30 days, provided prices are subject to increase in the event of an increase in Seller’s costs or other circumstances beyond Seller’s reasonable control. an adjustment should occur, Seller will submit a revised price quotation to Buyer with supporting documentation for such cost increases to take effect for all products delivered 30 days from notification of increase. Prices are exclusive of all taxes, impositions and other charges imposed by any government authority, transportation costs, international shipping charges, forwarding agent’s and broker’s fees, consular fees, document fees and import duties. If Seller is liable for or pays any of the foregoing, same shall be paid by Buyer to Seller in addition to the price of Products.
3. TERMS OF PAYMENT. Payment shall be due net 30 days from date of invoice or as otherwise specified by Seller. Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of each such invoice without offset or deduction. Orders are subject to credit approval by Seller based on financial information that Buyer shall provide in response to Seller’s reasonable request. Seller may in its sole discretion require payment in cash, bank wire transfer or by official bank check and/or require payment prior to shipment. If Seller believes in good faith that Buyer’s ability to pay may be impaired or if Buyer fails to pay any invoice when due, Seller may cancel or suspend delivery of any order or any remaining balance thereof until such payment is made, and Buyer shall remain liable to pay for any Products already shipped and all NCNR orders by Buyer. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the maximum rate allowable by applicable state law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, and Seller shall be entitled to reimbursement for its costs of collection and reasonable attorney fees.
4. DELIVERY AND TITLE. All shipments by Seller are FCA - Olathe, Kansas and Buyer must file claims against carriers for damaged or lost Products. Subject to Seller’s right of stoppage in transit, delivery of Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer, and Seller shall use reasonable efforts to meet acknowledged or quoted delivery dates but all dates are approximate and Seller is not liable for failure to deliver on such dates. Seller may deliver in installments. Delivery of a quantity which varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for Products Delay in delivery of one installment shall not entitle Buyer to cancel other installments.
5. ACCEPTANCE. Buyer shall inspect Products immediately upon receipt and its failure to give Seller written notice of rejection within 10 days thereof shall be an unqualified acceptance of special, custom, or other non-standard manufactured Products. Claims relating to quantity, quality, condition and loss of or damage to Products shall be waived by Buyer unless made within 30 days of receipt. Buyer may not return Products without a Return Material Authorization (“RMA”) issued by Seller in its sole discretion (except under 7).
6. FORCE MAJEURE. Seller shall not be liable for failure to fulfill its obligations herein or delays in delivery caused by Force Majeure. Seller’s time for performance of any such obligation shall be extended for the time period of such delay or Seller may at its option cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer. “Force Majeure” is an event or circumstance, foreseeable or not, not caused by Seller that prevents it from complying with any of its obligations hereunder including without limitation acts of God, war, terrorism, Government priorities, changes in law, material shortage, strikes, other labor trouble or shortage, transportation delays, pandemic or similar outbreak, or inability to obtain labor or materials through regular sources.
7. SELLER’S LIMITED WARRANTY. Seller warrants that Products shall be free from defects in material and workmanship under normal use and service and will conform to Seller’s published Product specifications, for a period of fifteen [15] months from the date Products are shipped from the factory. This warranty does not cover defects (1) caused by abuse, negligence or shipping damage; (2) resulting from improper or inadequate maintenance; (3) in Buyer-supplied items; (4) caused by unauthorized modification or improper use, operation outside published environmental specifications, or improper site preparation by Buyer or (5) in fuses, or batteries. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO PRODUCTS AND IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ALL OF WHICH ARE DISCLAIMED BY SELLER, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT IT IS NOT BUYING PRODUCTS FOR PERSONAL, HOUSEHOLD, FAMILY OR DOMESTIC USE. SELLER’S WARRANTIES DO NOT EXTEND BEYOND THE ORIGINAL BUYER AND MAY NOT BE TRANSFERRED, ASSIGNED, OR PASSED THROUGH. During the warranty period, if Buyer notifies Seller in writing of any warranty defect within 30 days of Buyer’s discovery thereof, then Seller shall, at its option, repair or replace that portion of Products found by Seller to be defective so long as Seller has received all payments for such Products. Buyer shall promptly return such Products to Seller with an RMA freight prepaid (DDP - Olathe, Kansas) and Seller shall return repaired or replacement Products freight prepaid (FCA - Olathe, Kansas). Seller assumes no risk for damage in transit. Products repaired or replaced during the warranty period pursuant to the foregoing warranty shall be covered by the foregoing warranty for the remainder of the original warranty period or for 90 days from the date of shipment, whichever is longer. If Seller determines that a defect is not covered by the foregoing warranty, Seller will provide an estimate of repair costs and obtain Buyer’s authorization before commencing any work, and after any such repair, Products will be returned freight prepaid (DDP - Olathe, Kansas) with repair and return transport charged to Buyer. In locations outside of the U.S. and Canada, freight and other transportation costs are the responsibility of Buyer. The foregoing is Buyer’s exclusive remedy and Seller’s sole liability for breach of the Seller’s warranty or arising from the design, manufacture, sale or use of Products.
8. LIMITATION OF LIABILITIES. BUYER’S EXCLUSIVE REMEDY AND SELLER’S EXCLUSIVE LIABILITY FOR ANY CLAIM UNDER THIS CONTRACT OR OTHERWISE (INCLUDING NEGLIGENCE) SHALL NOT EXCEED BUYER’S PURCHASE PRICE FOR PRODUCTS GIVING RISE TO SUCH CLAIM, IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE TO BUYER FOR, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, OR FOR ANY DAMAGES FOR COSTS FOR BUSINESS INTERRUPTION, REMOVAL AND/OR REINSTALLATION, RE-PROCUREMENT, OR LOSS OF PROFIT, REVENUE, DATA OR CUSTOMERS, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, OR INJURY TO REPUTATION, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Seller shall not be liable for and Buyer assumes complete responsibility for and shall indemnify, defend and hold Seller harmless from any and all damages, losses, liabilities, costs, third party claims and expenses (including attorney fees), including those for property damage or loss, personal injury or death (“Claims”) based on or arising out of Buyer’s use of Products alone or in combination with other product or in the operation of any process; Seller's compliance with Buyer's designs, specifications or instructions, modification of Products (other than by Seller) and/or Buyer’s violation or alleged violation of any applicable laws or regulations in its use of Products. If statements or advice, technical or otherwise, are offered or given to Buyer, such statements or advice shall be deemed to be given as an accommodation to Buyer and without charge and Seller shall have no responsibility or liability for the content or use of the same, which are given and accepted at Buyer’s risk.
9. USE IN NUCLEAR APPLICATIONS. PRODUCTS SOLD HEREUNDER ARE NOT FOR USE IN CONNECTION WITH ANY NUCLEAR AND RELATED APPLICATIONS. Buyer accepts Products with the foregoing understanding, agrees to communicate the same in writing to any subsequent purchasers or users, and if Buyer uses or sells Products for use in any such applications, agrees: (1) that such use or sale is at Buyer’s sole risk; (2) that Seller is not liable, in whole or in part, for any claim or damage arising from such use, and (3) to indemnify, defend and hold Seller harmless from Claims arising out of or in connection with such use or sale.
10. EXPORT CONTROL. Buyer understands and acknowledges that the sale, resale or other disposition of Products and related technology or documentation are subject to the export control laws, regulations and orders of the U.S. including the U.S. Export Administration Regulations (“EAR”), and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited, and Buyer understands and acknowledges that Products may not and will not be used for any prohibited end-use or by any prohibited end-user under the EAR. Buyer acknowledges its responsibility to obtain any required license for export, re-export or import. Buyer shall be responsible for obtaining any and all authorizations and the completion and filing of any and all documentation required to export Products from the U.S. in compliance with EAR, 15 C.F.R. Parts 730-774, the Foreign Trade Statistics Regulations, 15 C.F.R. Part 30, and any other applicable U.S. export control regulations, all as amended and updated. Buyer shall provide copies of all requisite export control documentation to ensure compliance with the above stated U.S. export control regulations. Seller makes no representations or warranties regarding the export control classification of Products provided hereunder that may be exported by Buyer.
11. FEDERAL CONTRACTS. For Products acquired pursuant to Federal Acquisition Regulations (“FAR”), the following shall be construed to be incorporated herein: (1) Equal Opportunity (E.O. 11246); (2) Affirmative Action for Special Disabled and Vietnam era Veterans (38 U.S.C. 2012(a)); and (3) Affirmative Action for Handicapped Workers (29 U.S.C. 793). No other FAR shall be construed to apply to Seller without Seller’s written agreement thereto.
12. INTELLECTUAL PROPERTY. Seller retains for itself all proprietary rights in and to all engineering designs, construction details, data and documents related to all Products. If an order includes software or other intellectual property (“IP”), such IP is provided by Seller to Buyer subject to the copyright and user license terms set forth in the license agreement accompanying such IP and nothing herein shall be construed to grant any rights or license to use IP in any manner or for any purpose not expressly permitted by such license agreement.
13. ENTIRE AGREEMENT; GOVERNING LAW. These Terms, Seller’s quotation, order invoice, or acknowledgement to which these terms are attached and any licensing agreement, mutually agreed confidentiality agreement, and other documents referenced herein and therein represent the final, exclusive and complete agreement between the parties with respect to the sale of Products (collectively the “Contract”) and supersede all prior or contemporaneous oral or written communications, representations, understandings or agreements relating thereto. No change, modification, rescission, or waiver of these Terms shall be binding on Seller unless made in writing and signed on its behalf by its duly authorized representative. Waiver of any provision, breach or default hereof shall not be deemed a waiver of any other provision, breach or default hereof. The laws of the State of Kansas, without giving effect to its principles of conflicts of law, govern all adversarial proceedings brought by the parties against one another arising out of this agreement or the sale, purchase, or use of Products. The UN Convention on Contracts for the International Sale of Goods shall not apply. The invalidity or unenforceability in any jurisdiction of any provision hereof shall not invalidate or affect the enforcement of remaining provisions in that jurisdiction or the validity or enforceability of such provision in any other jurisdiction. The Contract is solely for the benefit of and shall inure to the benefit of Seller and Buyer and shall not give any third party any right, claim, cause of action or other interest. Buyer may not assign its rights or obligations hereunder by operation of law, merger or otherwise in whole or part without the prior written consent of Seller and any purported assignment without such consent shall be void. Seller’s obligations hereunder may be performed by its divisions, subsidiaries or affiliates.