Applicable Terms.
The following terms and conditions of sale (these “Terms”) govern all sales of products (the “Products”) from Superior Air Parts (“SAP”) to Buyer. Any different or additional terms and conditions proposed by Buyer in its purchase order, or otherwise, are objected to by SAP and shall not be binding in any way on SAP. Buyer’s ordering of the Products from SAP constitutes Buyer’s acceptance of these Terms.

Prices.
Prices are stated in United States Dollars, exclusive of sales, use, excise or similar taxes, and are subject to any price adjustment necessitated by SAP’s compliance with any act of government. Any tax or other governmental charge which SAP is required to pay or collect from Buyer shall be paid by Buyer to SAP unless Buyer furnishes SAP with a tax exemption certificate acceptable to the appropriate taxing authority. The price of the Products will be as set forth on the SAP invoice which shall be the SAP price in effect on the date of shipment

Payment.
Payment terms are governed by the payment terms included on the invoice and are due in United States currency. All orders are subject to credit approval and SAP reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security, or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment, SAP may, in its sole discretion, defer further shipments to Buyer or cancel any unshipped portion of Buyer’s order. Buyer agrees to pay interest on all past due invoices at the highest contractual rate allowable under the laws of the State of Texas.

Terms of Shipment.
SAP will make the Products available to Buyer EXW (Incoterms) SAP’s warehouse dock with risk of loss or damage to the Products passing to Buyer upon shipping company’s receipt of the Products. The Products shall be packed and packaged in accordance with reasonable commercial practice for one-way shipment by air and/or surface transportation. Shipping dates are estimated, and SAP shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date. Title to the Products shall remain in SAP until payment in full for the Products is made by Buyer and received by SAP.

Force Majeure.
SAP shall not be liable for any damages or delays resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer, act of civil or military authority, priorities, fire, strikes or other labor disputes, accidents, floods, epidemics, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond SAP’s reasonable control. If any of such events occurs, the dates for SAP to provide the Products shall be extended for a reasonable length of time at least equal to the period of such event or events

Confidentiality.
Renderings, models, samples, drawings, specifications and blueprints, including without limitation any ideas, concepts, designs, or know-how generated by or obtained from SAP, if any (collectively, the “Confidential Information”) are confidential and proprietary and shall remain the property of SAP. Buyer shall not use the Confidential Information without the prior written consent of SAP, which may be withheld in its sole discretion. Buyer agrees to return all such Confidential Information to SAP immediately upon SAP’s request.

LIMITED WARRANTY.
THE LIMITED WARRANTY ON THE PRODUCTS IS SET FORTH ON THE SAP WEBSITE AT https://superiorairparts.com/tech-support/warranty-info/. SUCH LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY OF SAP WITH RESPECT TO THE PRODUCTS AND IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND LIMITS ALL THE LIABILITY OF SAP TO BUYER FOR ANY REASON OR UNDER ANY CIRCUMSTANCES INCLUDING ANY ACTION IN THE NATURE OF INDEMNITY OR FOR SAP’S OWN NEGLIGENCE.

Governing Law.
These Terms are to be performed in Dallas County, Texas and shall be governed by laws of the State of Texas without regard for its conflict of laws rules and specifically excludes the U.N. Convention of Contracts for the International Sale of Goods. Buyer agrees it will bring no action for breach of these Terms or any covenant or warranty arising under these Terms, more than one year after the cause of action has accrued. EXCLUSIVE VENUE FOR ALL DISPUTES RELATING TO THE PRODUCTS SHALL RESIDE IN A COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS, DALLAS COUNTY, TEXAS.

Arbitration.
Buyer agrees that any dispute arising out of or resulting from the condition of the Products sold by SAP or its limited warranty policy shall, on the written request of SAP and in SAP’s sole discretion, be submitted to arbitration and governed under the Commercial Arbitration Rules of the American Arbitration Association. Buyer may not initiate an arbitration but agrees to participate in and be bound by any arbitration initiated by SAP.

Entire Agreement.
These Terms, along with the SAP’s applicable invoice for the Products and Limited Warranty, represent the entire agreement of the parties and all representations or agreements made prior to or contemporaneously with these Terms, whether written or verbal, are cancelled and superseded hereby.