Standard Terms & Conditions of Sale
All sales and transactions with HFE International, LLC, an Arizona limited liability company, also known as HFE Aero (“Seller”) are subject to the following “Standard Terms and Condition of Sale”, which shall be deemed part of and a supplement to any quote provided by Seller, any information on Seller’s website, and ay purchase order submitted by buyer or other agreement by and between buyer and Seller.
1. LIMITED WARRANTY: Seller only warrants to the buyer, for a period of one (1) year from the date the product is shipped from Seller, that the goods delivered hereby (the “Goods”) will conform to Seller’s model provided to buyer, if any, or to the specifications set forth on Seller’s website at https://choose.hfe.aero. This warranty covers defects in workmanship and materials only and only include the Fuel Pump, wiring, ECM, and Throttle Body. Buyer shall not disassemble the ECM or Throttle Body assembly and any disassembly shall void this warranty. Any modifications to the ECM or Throttle Body assembly, other than those authorized by Seller shall void the warranty. Seller’s warranty does not cover the following: damage caused by improper handling, operation, or maintenance; damage caused by a crash; damage caused by using improper fuel or additives; damage incurred during transit. NOTE: SELLER WILL NOT SHIP ANY WARRANTY REPLACEMENT ITEMS UNTIL POSSIBLY DEFECTIVE ITEMS IN QUESTION ARE TIMELY RECEIVED AND INSPECTED BY SELLER. NOTE: COMPONENTS NOT MANUFACTURED BY SELLER OR DESERT AIRCRAFT ARE SUBJECT TO THE MANUFACTURER’S RETURN POLICIES AND NOT COVERED BY THIS WARRANTY. Except as expressly set forth above and in the manual provided by Seller, Seller makes NO other warranty, express or implied, regarding the Goods as such Goods are being sold “as is” with “all faults,” and Seller hereby disclaims all other warranties that may be applicable to the Goods and this transaction under the laws of any state, including, but not limited to, any warranties of merchantability, non-infringement, fitness for a particular purpose, or that the Goods will perform as buyer expects or will be defect-free. Buyer shall inspect and test the Goods prior to any use thereof. Immediately upon delivery of the Goods, buyer shall inspect them to verify buyer received accurate quantity and accurate weight of the Goods and that they are defect-free and without damage, including freight damage. If the Goods are damaged or defective as a result of Seller’s manufacturing, or they do not conform to the foregoing limited warranty, buyer shall comply with Seller Return Manufacturer Authorization (“RMA”) process in Seller’s manual, which includes notifying Seller thereof within certain timeframes after receipt of the Goods and buyer shall not accept any defective Goods. Buyer shall notify Seller immediately, in writing with specificity, of any claims whatsoever including, but not limited to, weight, quantity, defects, or non-conformance of any kind, and any losses or damages of any kind or nature. Buyer is hereby notified that the Goods have been tested at and within certain specific parameters and specifications, including RPMs, at Seller’s facilities and buyer must use the Goods within those parameters and specifications. Buyer agree to test and evaluate the Goods accordingly and a field failure can be prevented when tested at the buyer’s production level. Use of the Goods outside of Seller’s specifications and parameters, or any alternation or customization thereof, may damage the Goods or cause them to not perform in accordance with Seller’s specifications. Such failure is not and shall not be deemed a breach of contract by Seller, failure of the Goods, or give rise to any rights or remedies including under the aforementioned warranty and buyer is solely responsible for the same and will indemnify, protect, defend, and hold Seller harmless (“Indemnify”) from and against all damages, costs, losses, and liabilities for buyer’s failure to test and to operate the Goods within Seller’s specifications and parameters. Seller can make recommendations for certain products if buyer desires to alter or customize the Goods, upon request from buyer, however qualification for its final use must be reviewed and approved by buyer and Seller shall have no liability or responsibility for any such suggestion. Buyer’s failure to inspect and test the Goods either upon receipt or prior to use, and buyer’s failure to give written notice of claims as required in the RMA shall constitute acceptance of the Goods and a waiver of any claims of buyer with respect thereto, including, but not limited to, a claim for breach of contract or that the Goods are damaged, defective, or do not meet the foregoing limited warranty. Buyer assumes all risk in determining the suitability of the Goods for any use or for any improper handling of the Goods and shall Indemnify Seller for, from, and against such determination, handling, alteration, and losses, costs, damages, judgments, and expenses arising therefrom or relating thereto.
2. LIMITATION OF LIABILITY AND LIMITATION OF REMEDIES: The sole and exclusive remedies for buyer against Seller arising from or relating to the Goods, the parties’ relationship, or any act or omission of Seller, including breach of contract, breach of warranty, misrepresentation, negligence, product liability, or any other claim, are either (i) replacement of the Goods at the original point of delivery by Seller, upon Seller’s determination that the Goods do not conform to its limited warranty, or at the sole option of Seller, the granting of a refund or credit of the purchase price. The parties acknowledge and agree that they are business merchants, and that sale of the Goods is not a consumer transaction. Seller’s maximum liability and obligation to buyer shall be either the replacement of the Goods or the reimbursement of amounts paid by buyer for such specific Goods and by entering into an agreement with Seller to purchase the Goods, buyer waives and releases all other rights and remedies, including those found within Arizona’s Uniform Commercial Code.
Notwithstanding the foregoing, no portion of the Goods may be returned to Seller without its prior written authorization. Any Goods that are returned in accordance herewith must be returned with the original packaging and must be returned as received. If the conditions in the preceding sentence are not satisfied as determined by Seller, then buyer must pay the full purchase price of the Goods, less their scrap value as reasonably determined by Seller. Any portion of the Goods that are replaced by Seller shall become Seller’s property. In accordance with the Arizona’s Uniform Commercial Code, in no event shall either party be liable or be held liable in any legal or equitable action or proceeding, whether founded upon contract, tort, or any other claim, for any punitive, special, indirect, incidental, or consequential damages, including, but not limited to, loss of use, lost profits or sales, or loss of goodwill, business interruption, or damages to or destruction of property. In no event shall Seller be liable to third parties who purchase or acquire the Goods from or through or involving buyer, for any cause, including, but not limited to, defects in the Goods or late or non-delivery of the Goods, and buyer shall Indemnify Seller for, from, and against any claim by a third party. Buyer acknowledges and agrees that the limitations and exclusions set forth herein represent the parties’ agreement as to allocation of risk between them in connection with Seller’s obligations arising from the sale of the Goods and such limitations are reasonable in light of the harm caused by Seller’s breach, the difficulties of proof of loss, and the inconvenience and non-feasibility of otherwise obtaining an adequate remedy. The purchase price payable to Seller reflects, and is set in reliance upon, the allocation of risks and the exclusions and limitations set forth herein.
Seller may amend, revise, or revoke its warranty at any time in its sole and absolute discretion.
3. PRICES: All prices quoted are based upon current raw material prices to Seller and shall apply only during the quotation’s stated term. Thereafter, all prices are subject to change without notice and may be subject to any increase or additional surcharge which may be in effect on the date of shipment or invoicing. Seller shall have the right, in Seller’s sole discretion, to place Seller’s trademarks, labeling, or other marks or coding on the Goods in any suitable location.
4. DELIVERY: RISK OF LOSS AND TITLE: Dates of delivery are approximate and are dependent upon prompt receipt by Seller of all information necessary to allow it to proceed with work immediately and without interruption. In addition, delivery is dependent on factors outside of Seller’s control. Accordingly, Seller shall not be liable for any delivery beyond estimated dates as further set forth below. Delivery shall be made by delivering the Goods to the carrier. All orders shall be shipped EXW-Ex Works, unless otherwise specified. Title of the Goods shall pass to buyer upon payment in full by buyer. Notwithstanding the foregoing, buyer assumes all risk of loss to the Goods at the time of delivery to the carrier. Shipments will not be insured by Seller and buyer shall be responsible for procuring and paying for insurance covering the Goods and shipment thereof. All claims for loss or damage in transit shall be made by buyer against the carrier or the applicable insurance company, and buyer hereby waives and releases Seller from any claim therefor unless such loss was solely, directly, and exclusively caused by Seller’s gross negligence. In the event Seller is unable to deliver the Goods to buyer for any reason, buyer’s sole and exclusive right and remedy shall be to cancel and terminate the purchase order, and buyer waives any and all claims relating to such failure.
5. PAYMENT; REMEDIES: All invoices are due and payable according to the credit and payment terms as set forth in the quote and purchase order. If buyer does not pay the amounts due within the time specified therein, all unpaid amounts shall bear interest at one and one half percent (1.50%) per month until paid in full, in addition to all other rights and remedies of Seller hereunder, at law, and in equity. If buyer does not pay or perform its obligations hereunder, it shall delay manufacturing and shipping and Seller shall no liability therefor. In addition, all amounts owing from buyer to Seller shall be due and payable in full immediately together with all charges, costs, and expenses Seller incurs as a result of such non-payment or the exercise of any right or remedy, and, in addition thereto, Seller may: (1) suspend any pending or future delivery of Goods; (2) take possession of the Goods wherever found for any buyer Seller has extended credit to; (3) foreclose any security interest that Seller may have in the Goods; (4) sell or otherwise dispose of all or any of the Goods; and/or (5) pursue all other rights and remedies afforded by applicable law whether hereunder, at law, or in equity, including Arizona’s Uniform Commercial Code. The rights and remedies of Seller shall be cumulative and may be exercised successively or concurrently and the election of one shall not be deemed a waiver of the right to pursue other rights and remedies.
6. TAXES: All prices are exclusive of any applicable foreign, federal, state, or local sales, use, excise, or other taxes. All taxes, including local, state, federal, and foreign, are the sole responsibility of the buyer.
7. INDEMNITY: Buyer acknowledges, understands, and agrees that the Goods and their ability to perform and any failure thereof depends primarily on buyer’s installation, integration within buyer’s system, fuel, system supply, electrical power, buyer’s commands to the Goods, use of the Goods within Seller’s parameters and specifications and not exceeding the same, and related acts and omissions of buyer and third parties, none of which Seller can control and Seller shall not responsibility therefor. Accordingly, buyer shall Indemnify Seller, its members, managers, employees, partners, insurers, and agents, for, from, and against any and all expenses, losses, claims, judgments, costs, and damages, including attorney’s fees and costs, arising or resulting from or relating to: (1) any act or omission by buyer and/or any person or entity acting on behalf of buyer or any successor to the Goods; (2) any claim of infringement of any patent, trademark, or copyright, or from any other claim that may arise based upon any reproduction, installation, maintenance, use, or sale of the Goods by buyer, including, but not limited to, buyer’s use of the Goods in combination with other products; and (3) any misuse or improper handling or installation of the Goods by buyer and/or any person or entity acting on behalf of buyer or any successor to the Goods and Seller shall have no liability therefor.
8. GENERAL:
A. The term buyer, as used herein, is not limited to the immediate purchaser of the Goods from Seller, but any successor thereto, and shall have all of the meanings used in Arizona’s Uniform Commercial Code.
B. All sales of Goods by Seller to buyer shall be governed by and in all respects construed according to the laws of the State of Arizona, including, but not limited to, the Uniform Commercial Code as in effect from time to time. Buyer and Seller hereby submit to the jurisdiction of the State of Arizona, Pima County. Any controversy or claim arising out of or relating to buyer and Seller, including the Goods, these “Standard Terms and Conditions of Sale” and any breach, negligence, or other claims, shall be brought exclusively in Pima County, Arizona. In the event of any legal action, the prevailing party shall be entitled to its attorney’s fees and costs of suit, and in the event Seller engages an attorney to collect any sums due from buyer, buyer shall pay Seller’s attorney’s fees and costs thereof whether legal or other action is initiated.
C. These “Standard Terms and Conditions of Sale” shall apply and be effective for all business transactions between Seller and buyer, and shall apply to all future sales of Goods to buyer. Seller may update and change these Standard Terms and Conditions of Sale at any time in its sole discretion by either sending a copy to buyer or updating these Standard Terms and Conditions of Sale on Seller’s website, and if buyer thereafter elects to purchase Goods from Seller, the updated Standard Terms and Conditions of Sale shall apply to such transaction.
D. Buyer has been given these “Standard Terms and Condition of Sale” prior to purchasing the Goods, and buyer shall be deemed to have accepted these “Standard Terms and Condition of Sale” by electing to purchase any Goods, including placing an order therefor, accepting any shipment of Goods, returning any quote or purchase order, in addition to any other acknowledgment hereof. No additional formal acceptance of these “Standard Terms and Condition of Sale” and buyer’s agreement herewith shall be required. These “Standard Terms and Conditions of Sale”, together with the quote and/or purchase order, shall supersede any and all prior discussions, representations, agreements, and writings between Seller and buyer, and shall constitute the entire, complete, final, and only agreement between Seller and buyer with respect to the Goods. Any provision of any purchase order, request for quotation, quotation, order, acknowledgment or other form or document relating to the sale of the Goods by Seller which is inconsistent or in conflict with any of the terms or conditions above shall be deemed inapplicable to the sale of the Goods and not binding on Seller unless Seller and buyer acknowledge in writing that the terms hereof have been modified. Seller shall have no liability for delay or failure to perform any of its obligations hereunder if such delay or failure to perform results from causes beyond Seller’s exclusive control, including, but not limited to, fire, flood, storm, weather condition, earthquake, acts of any governing body or third parties, accidents, limited access to materials, energy, or fuel shortages, rising costs of materials, labor or other strikes, a third party’s acts or omissions, God, or by any other similar or dissimilar cause beyond Seller’s control. Except as provided in Paragraph 8(A) above, buyer may not assign its rights or delegate its duties hereunder without the prior written consent of Seller. Any action brought by buyer with respect to these “Standard Terms and Conditions of Sale” must be brought within one year and a day after the sale of the Goods or it shall be deemed and constitute a waiver by buyer and release of Seller of any claim therefor. The provisions of Paragraph 1, Paragraph 2 and Paragraph 7 shall survive the termination, cancellation, consummation, or expiration of these Standard Terms and Conditions of Sale. In the event any part of these “Standard Terms and Conditions of Sale” shall be found to be unenforceable by a court of competent jurisdiction, the remaining portions of these “Standard Terms and Conditions of Sale” shall continue in full force and effect.