Sales Terms and Conditions
These Terms & Conditions (“Terms”) govern the sale of all products and services (“Goods”) by American Innovations and its subsidiaries (“AI”). By accepting delivery, Customer is deemed to have accepted these Terms despite any conflict with prior or subsequent communications. AI’s failure to object to any terms that conflict with these Terms shall not be deemed a waiver or modification of its Terms by AI.
Purchase Orders (“Orders”) shall identify the Goods including quantity, part number, description, price and requested delivery date. All Orders are subject to acceptance by AI. Any request by Customer to cancel or reschedule a shipment of standard Goods within sixty (60) days of AI receiving written notification may be accepted by AI in its sole discretion. Orders for Goods that are special, custom or non-standard, or Goods otherwise identified by AI as non-cancelable and/or non-returnable may not be cancelled, rescheduled or returned without written permission.
Prices are applicable for thirty (30) days or such time specified in AI’s quote. If Customer does not purchase the quantity upon which prices are based, Customer will pay the non-discounted price for the quantity actually purchased. Prices are exclusive of taxes, (including sales, use, excise, value-added and similar taxes), shipping charges, brokers’ fees and import duties. Goods are Ex-Works i.e. made available for pickup at AI's location and "delivery" is accomplished when the merchandise is released to Customer’s freight forwarder. Customer is responsible for making arrangements for insurance, export clearance and all other paperwork. If AI will be liable for any of the foregoing, Customer agrees to pay same to AI in addition to the price of the Goods. Unless otherwise specified in writing, all Prices and sales are in U.S. Dollars.
Payment Terms are net thirty (30) days from date of invoice or as otherwise specified by AI. Unless otherwise specified in writing, all payments are to be made in U.S. Dollars. Customer agrees to pay the entire net amount of each invoice without offset or deduction. Orders are subject to credit approval; at any time AI may change the terms of Customer’s credit, require payment in cash, wire transfer or bank check and/or require payment of any amounts due before shipment of any Goods. Customer agrees to submit such information as may be reasonably requested by AI for the determination of credit. If AI believes Customer’s ability to make payments may be impaired, AI may suspend or cancel any part of any Order. AI may apply any payment from Customer against any payments due. Customer shall pay interest from the due date to the date of payment at the rate of 2% per month or such lower rate as may be the maximum allowed by law. Customer is responsible for reasonable expenses incurred by AI in collection of any sums owed. At its discretion, AI may cease provision of any Goods if Customer or any of its affiliates have payment(s) owing to AI.
Delivery: Unless otherwise specified by AI, standard lead time is 4-6 weeks; however, lead time may change without notice. AI may be able to guarantee expedited delivery for a fee of 10% of order value with a minimum charge of $50. For expedited delivery, AI will verify availability of stock before confirming delivery in writing.
Title & Risk of Loss pass to Customer upon delivery. All shipments are Ex-Works and all shipping charges will be paid by Customer. Unless specified by Customer, AI will select the carrier and delivery route. Customer acknowledges that delivery dates are estimates and that AI is not liable for failure to deliver on such dates. Deliveries of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery & pay for Goods delivered. Delay in delivery of one order shall not entitle Customer to cancel other orders.
Inspection, Acceptance & Returns are Customer’s responsibility. Customer is deemed to have accepted Goods unless AI receives written notice within ten (10) days of delivery. AI will not accept any returns without a return material authorization (“RMA”) number that may be issued by AI in its sole discretion. Returned Goods must be in original shipping cartons and shall be returned freight prepaid in the manner specified by AI. If returned Goods are claimed to be defective, a complete description of the defect must be included with the returned Goods. Goods not eligible for return shall be returned to Customer freight collect. Restocking fees of up to 15% may apply.
Telemetry Services: Payment in full of any telemetry service fees entitles Customer access to such service for the amount of time and number of devices specified. AI reserves the right to deactivate any device that it deems to be malfunctioning. The telemetry service, devices & software are provided “as is” and “as available”. AI is not obligated to provide such service or refund fees when service is unavailable to AI. Customer acknowledges that such service may depend upon a number of factors including antennas, topography & environment & is subject to change without notice. Customer may view a complete description of current service terms through its secure account on the AI web site.
Technical Support & Maintenance Services (“TSM”): Payment in full of any TSM fees entitles Customer access to such service for the amount of time specified. Customer may be charged a reinstatement fee if Customer opts out of the TSM program at any time. TSM will terminate immediately upon insolvency or a violation of the software license agreement and, in such cases, Customer will not be entitled to a refund of any TSM fees paid. Customer may view a complete description of current terms & conditions of TSM service through its secure account on the AI web site.
Force Majeure: AI is not liable for delays in delivery due to causes beyond its reasonable control including acts of God, natural disasters, acts or omissions of other parties, material shortages, changes in law, strikes, riots, war, etc. AI’s time for performance of any such obligation shall be extended for the period of delay or AI may, at its option, cancel any part of any such Order without liability by giving notice to Customer.
Limited Warranty & Limitation of Liabilities: AI warrants that all Goods shall conform to its specifications upon delivery, and reserves the right to use refurbished equipment that meets AI specifications. Hardware products carry a 12 month product warranty from time of purchase. Individually purchased parts carry a 90 day warranty from time of purchase unless otherwise specified by AI. AI makes no warranty or representation of any kind including, but not limited to, any warranties or implied warranties of merchantability or fitness for a particular purpose. In no event will AI be liable for any special, indirect or similar damages, including any lost profits arising out of the use or inability to use the Goods. In no event shall AI’s aggregate liability for damages exceed the value invoiced to Customer and actually paid by Customer.
Life Support or Certain Other Applications: Goods sold by AI are not designed, intended or authorized for use in life support, life sustaining, nuclear or other applications where the failure of such goods could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. Customer will indemnify, defend and hold AI and its suppliers harmless from any loss, damage or liability arising from the sale or use of Goods in such applications.
Export Control: Goods sold by AI may be subject to the export control regulations of the United States and the import control laws of other countries. Customer agrees to comply with all such laws and acknowledges that it shall not directly or indirectly export any Goods to any country where such export is prohibited. Customer acknowledges its responsibility to obtain any export or import license as may be required.
Intellectual Property: All software delivered to Customer is licensed and not sold. Nothing herein shall be construed to grant any rights or license to use any intellectual property in any manner or for any purpose not expressly permitted in writing. By using the Goods, Customer agrees not reverse engineer, de-compile or attempt to discover any source code or underlying ideas of the Goods. AI will defend Customer against suits for infringement provided that it is: a) notified promptly in writing of any claim or suit; b) given the right to control defense; and c) given reasonable cooperation for defense. AI may, at its sole discretion, procure the right to use such Goods, replace or modify Goods or terminate service. AI will have no liability if: a) Goods are not supplied by AI; b) Goods are made to Customer specifications; c) Goods are modified after delivery without approval in writing by AI; d) Goods are combined with other goods where infringement does not arise solely from the Goods; e) Customer continues infringing after being notified; or f) Customer’s use is not in accordance with these terms.
Confidential Information (“CI”) is any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is clearly identified as confidential. Each party shall not disclose CI without prior written consent of Disclosing Party. Receiving Party shall use diligent efforts to limit disclosure of CI required by law including informing Disclosing Party in writing prior to disclosure.
General: No rights or obligations in these Terms may be assigned or transferred by either party without the prior written consent of the other. These Terms shall be binding on the parties and their respective successors and assigns. These Terms shall be governed by the laws of the State of Texas without giving effect to the principals of conflict of laws. In the event that any of these Terms is determined to be unenforceable, the other Terms shall remain in full force and effect. Failure of AI to enforce any of the Terms at any time shall not be deemed a waiver of AI’s rights.
For questions our Sales Terms and Conditions, please contact us.
Last updated: December 2015