These goods are offered by Aermotive LLC (Seller) in fulfillment of the referenced contract

issued by Buyer. Acceptance of this shipment constitutes implied acceptance of the following:

Indemnification:

Buyer agrees to indemnify and hold harmless Seller and its employees from and against all claims,

liabilities, losses, damages, including all legal fees arising from or by reason of the following:

1. Any injury or death allegedly caused by the use, sale, transfer or alteration of the goods furnished hereunder;
   
2. Any damage to or destruction of any property or injury to any person(s) caused by any such act or omission, whether negligent or otherwise, of Buyer or any employee, subcontractor, or agent employed by Buyer.

Such obligations shall survive acceptance of the goods and payment by the Buyer.

Disclaimer:

Goods sold by Aermotive LLC in an “As Is, Where Is” condition is sold without any warranties,

guarantees, or representations of any kind, either expressed or implied, statutory, or otherwise, that

shall survive delivery as to the products and the component parts thereof, including (without limitation) the condition or airworthiness thereof, and Buyer hereby waives all other warranties or remedies, expressed or implied, arising by law or otherwise, and Seller shall have no liability to Buyer with respect to fitness for any intended purposes or merchantability, or loss of use, revenue, or profit, or for incidental or consequential damages, or for any expense directly or indirectly arising from this transaction or the use of the goods, either separately or in combination with other products or equipment, or from any other cause.

Choice of Law and Forum:

The Buyer agrees that any disputes arising from this transaction shall be resolved in accordance with the law of the State of Arizona and the venue for any dispute shall be Maricopa County, Arizona. In a dispute, the prevailing party shall be entitled to collect its costs and reasonable attorney’s fees.

Unpaid Balance:

1. For Pre-Paid Buyer Accounts:Pre-paid Buyers must pay all outstanding balances before any product, item, or part is shipped.  In such instance and at the sole discretion of Seller, Seller agrees to ship any product, item or part to Buyer that is a pre-paid customer, any balance due and owing beyond the agreed date of payment shall immediately be subject to a one-time late charge in the amount of $250, and the unpaid balance shall immediately begin to accrue interest at a rate of two percent (2.0%) per month (twenty four percent (24%) per annum. For pre-paid accounts, payment must be received within three (3) business days following issuance and delivery of the invoice to Buyer via electronic means.  If payment is not received within three (3) business days, Aermotive reserves the right to cancel the purchase order and rescind the invoice. 
   
   
2. For Credit Account Buyers:Any outstanding balance which remains unpaid for 30 days following the date of billing will be subject to a one time-late fee in the amount of $500.00 and interest at a rate of two percent (2%) per month (twenty-four percent (24%) per annum). Seller retains ownership and title to the material sold until full payment is received and credited.

Return of Goods:

1. Goods sold in “As Is, Where Is” condition cannot be returned for any reason.   Seller offers no warranty or guarantee as to the condition, functionality, serviceability or usability of the item, part or product sold to Buyer.  
   
   
2. Goods sold in “As Removed” or “Repairable” condition cannot be returned if the purchase price is $500.00 USD or less. Request for Return Material Authorization (RMA) of material eligible for return must be submitted in writing within 30 days from the original ship date. Issuance of RMA by Seller does not automatically invalidate conditions of original sale. No credit or reimbursement of any or all portions of original sale shall be issued or paid prior to evaluation of the returned material. All items approved and accepted for return may be subject, at Seller’s discretion, to a restocking fee. All original documentation provided at time of sale shall be required to be returned with rejected material within 60 days from original ship date. In all instances, goods returned without original documentation shall be rejected and the terms of the original sale enforced.
   
   
3. In the event “serviceable” material is returned due to failure, objective evidence of the fault found (from a certificated agency) shall be required. Seller may exercise the right of verification of the fault at a certificated agency of its choice. If disposition is determined to be “no fault found”, Buyer may be liable for, at Seller’s discretion, evaluation fees and/or shipping charges incurred.  Any guarantee or warranty associated with serviceable material is for a period not to exceed six (6) months from the date of invoice for the serviceable material.  Any units opened for ANY reason will void the warranty or guarantee and cannot be returned for credit, this includes any modifications or conversions after the sale.  
   
   
4. Goods sold in “Overhauled” condition will be honored by Aermotive LLC warranty policy for a period not to exceed one (1) year from the date of invoice. Any unit opened for ANY reason will void the warranty and cannot be returned for credit. This includes any modifications or conversions incorporated after the sale.

These items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.

Export Control Terms and Conditions

It is the policy of Aermotive LLC to verify end use and end user in all sales of products and in all transfers of technical data or software to ensure compliance with applicable U.S. Export Control laws and regulations. Because the parts and/or technology you are purchasing may possibly be exported and used outside the United States, by accepting this material for sale you confirm the following:

* I (We) will not export or re-export any products, technology or software purchased from Aermotive LLC to Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria, unless otherwise authorized by the U.S. Government;

* I (We) will not sell, transfer, export, or re-export any products, technology or software purchased from Aermotive LLC for use in activities which involve the development, production, use or stockpiling of Nuclear, Chemical, or Biological weapons or missiles, nor use said products, technology or software in any facilities which are engaged in activities related to such weapons;

* I (We) acknowledge that U.S., law prohibits the sale, transfer, export or re-export other participation in any export transaction involving products, technology or software with individuals listed in the U.S. Commerce Department’s Table of Denial Orders, the U.S. Treasury Department’s List of Specially Designated Nationals, and/or the U.S. Department of State’s list of debarred from receiving Munitions List items;

* I (We) will abide by all applicable U.S. Export Control laws and regulations for any products, technology or software purchased from Aermotive LLC and will obtain any licenses or prior approvals required by the U.S. Government prior to export or re-export of products, technology or software;

* I (We) agree that export control requirements in the above shall survive the completion, early termination, cancellation, or expiration of the applicable Purchase Order, Agreement, and/or Contract.