TERMS AND CONDITIONS OF SALE
These standard Terms and Conditions of Sale are effective on the date the order is received and is incorporated in full by this reference unless alternate terms and conditions have been previously agreed to by the parties in writing. The following terms and conditions govern the sale of all products by Kite Aerospace (also “Seller” to its customers (also “Buyer”). Such terms and conditions supersede the terms and conditions on any purchase order submitted to Seller on a different or modified form. The seller reserves the right to change its terms and conditions from time to time without notice. If the Buyer does not agree to any of the terms listed below, the Buyer must contact the seller upon the shipping of goods. Kite Aerospace will not be held responsible for any delay or cancellation of any contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including but not limited to Acts of God, Labor Disputes, War, Accidents, Flood, or Dearth of Raw Materials, New Duties or Laws including Export License Regulations imposed by Government.
1. The buyer is deemed to have accepted the goods described unless notice of rejection is given to the Seller in writing within 7 days of receipt of the order. All claims (including but not limited to document issues, shortages, or any physical damage) must be made in writing within 7 days of receipt of materials. No claims will be honored thereafter. Our liability shall be limited to replacing the material or refunding the invoice value of the material sold. Buyer’s acceptance of delivery of the parts, or attempt to accept the parts, or attempt to resell or use the parts prior to any dispute that may arise constitutes acceptance of the parts and approval to these terms.
2. All orders are Non-Cancelable and Non-Returnable.
3. There is a 100% cancellation fee/re-stocking fee for any PRODUCTION or LEAD TIME orders.
4. All orders must be made or confirmed in writing or by electronic data interface and are subject to approval and confirmation upon receipt by Kite Aerospace. Cancellation of orders may not be made without the written consent of Kite Aerospace. Specially ordered materials may not be canceled without payment to Kite Aerospace for all expenses involved, and such cancellation must be approved in writing by Kite Aerospace. The minimum purchase order is $500 U.S dollars per line.
5. Some goods may be imported and/or resold at the buyer’s discretion; however, Seller's liability is not transferred to any third party. Once the material specified herein has been left in the Buyer’s possession and no claims have been made, the Seller will not honor claims thereafter. In any event, our liability is limited to the cost of the goods at the time of purchase.
6. Customers with open accounts, Seller may in its sole discretion at any time and from time to time change the terms of Buyer’s credit, require payment in advance before shipment of any or all the products specified herein, and/or require anticipated payment of any or all amounts due or become due under this contract. Suppose Seller believes in good faith that Buyer’s ability to make payments called for by this contract is or may be impaired. In that case, Seller may cancel this contract or any remaining balance thereof, Buyer remaining liable to pay for any products already shipped.
7. A buyer who fails to make timely payment may result in such actions as revocation of credit, delay or cessation of future deliveries, repossession of unpaid delivered goods, or any one or more of these. Notwithstanding any “net” payment provisions specified in the front of the invoice, Seller shall have no continuing obligation to deliver Products on credit, and Seller may withdraw any credit approval at any time and without prior notice.
8. Jurisdiction and venue for any dispute arising hereunder shall lie in California, in the Central District of Los Angeles County.
9. Any other terms and conditions whether on the customer purchase orders, customer website, and/or other documents are no longer valid and replaced with these terms and conditions.
10. In the event Buyer defaults in payment, the Buyer shall be responsible for all of Seller’s attorneys’ fees and costs, including all collection costs. In addition, interest shall accrue on any unpaid balance owed to Seller in an amount equal to 1.5 % per month.
11. QUOTE, LEAD TIME, DELIVERY & TRANSIT.
Quoted prices and dispatch times are valid for 30 days from the date of quotation unless otherwise agreed in writing. The lead times and pricing provided herein are approximate and subject to change due to the manufacturer’s production schedule, availability of raw materials, logistics, etc. Stock quotes are subject to prior sale. Lead time is A.R.O. and subject to change at the time of order and subject to Manufacturer (MFG) or OEM lead times.
All parts purchased by the Customer shall be delivered Ex Works (Incoterms 2010) to the Kite Aerospace facility unless otherwise indicated on the Invoice. No responsibility will be taken for loss or damage to goods ordered by customers while in transit.
12. EXPORT COMPLIANCE WITH LAWS.
The export or re-export of commodities, technology, or software from the United States is controlled by United States law which prohibits 1) export to the Crimea Region of Ukraine, North Korea, Iran, Cuba, Syria, and Sudan, or 2) to any other country or end-user(s) to which shipments are prohibited unless otherwise authorized by the United States. Commodities, technology, or software controlled by United States law must be exported in accordance with the Export Administration Regulations of the Department of Commerce. Should the Customer decide to export any part purchased from Kite Aerospace, the Customer must verify the proper export classification of the parts and determine if an export license or exception is required by the Export Administration Regulations. Kite Aerospace in no way accepts responsibility for assigning a classification to Customers’ export shipments. The customer agrees to comply fully with the export control laws and regulations of the United States and acknowledges that diversion contrary to United States law is prohibited.
13. CONFIDENTIALITY.
Each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets and information of commercial value), which may become known to such party from the other unless such information is public knowledge (other than by breach of this condition) or is required to be disclosed by a court of competent jurisdiction.
14. QUALITY MANAGEMENT SYSTEM.
MANUFACTURERS: A quality management system in compliance with AS9100, ISO9001, or equivalent is required.
DISTRIBUTORS: A quality system in compliance with AS9120 or equivalent is required.
SUPPLIERS: Suppliers of military products (AN, MS, NAS, MIL, etc.) must have a quality system compliant with the applicable military quality system standard as well as ISO9001:2015. The buyer reserves the right to conduct quality system audits at the Supplier facility. Supplier quality system must ensure control of product sources inclusive of but not limited to the flow down of quality requirements through the supply chain, configuration (drawing, parts list, specification, etc.) requirements, management of quality documentation, obtaining corrective actions, and performing corrective actions. The supplier quality system must ensure availability and/or retrieval upon request of quality and manufacturing records from the product source.
15. LIMITED WARRANTY AND LIABILITY.
Kite Aerospace makes no independent representation that the part is airworthy, or that it is acceptable for installation. These determinations are to be made by the installer, based on an inspection of the part and of the documentation that has been forwarded by the seller in accordance with FAA AC 00-56. The customer understands that Kite Aerospace is a re-seller and under no circumstances shall be responsible for performing, testing any products sold, or ensuring compliance of such products with any given specifications. The manufacturers of the products we sell carry their own warranty policies and procedures and we will assist in communicating any warranty claims for products we sell.
In any event, all warranties, expressed or implied, are limited to a maximum of one (1) year from the date of shipment. Our obligation is limited to the furnishing of new parts free of charge in exchange for parts that have been proven defective. We shall not be liable for any other cost, including the cost of removal of a defective part, or any installation or labor costs. We reserve the right to repair parts in a certain case at our discretion. The exclusive remedy shall be to furnish such new parts. Under no circumstances will the vendor’s liability exceed the contract price for the products claimed to be defective. In no event, we shall be liable for special, incidental, or consequential damages of any kind arising out of the use, manufacture, sale, distribution, or supplying of products under this agreement, even if we have been advised of the possibility of such damages. We assume no responsibility for the proper selection and installation of its products.
Our warranty obligations are contingent on the Buyer giving written notice to us of any defect within thirty (30) days of discovery. Any legal action based on the claim of defective goods or breach of the limited warranty shall be brought within one (1) year from the date the cause of action accrues.
We shall not assume any obligations or responsibilities assumed by Customer with respect to any state, local, or federal governmental entity, whether Buyer assumed such obligations or responsibilities by contract or by operation of law. To the extent the terms listed here conflict with any other terms pertaining to the sale of products hereunder, these terms shall govern and take precedence over the terms of any other such agreement.