1. Applicability

1.1 These General Conditions of Sale (“Terms”) apply to all sales of goods by PowerJet Parts, Inc. (the “Seller”) to any purchaser (the “Buyer”).
1.2 Buyer’s purchase order terms or conditions that conflict with these Terms shall not apply unless expressly accepted in writing by Seller.
1.3 These Terms, including the arbitration clause, govern and control all sales of goods by Seller.

2. Pricing & Deliveries

2.1 Unless otherwise stated, prices include standard packaging only.
2.2 Delivery is EXW (Ex Works) Seller’s facility (Incoterms® 2020). Buyer shall pay all shipping charges, duties, taxes, and other fees. If Seller pays any such charges on Buyer’s behalf, Buyer shall promptly reimburse Seller.
2.3 Unless otherwise agreed, delivery occurs at Seller’s warehouse upon release of goods to the carrier designated by Buyer.

3. Title & Risk of Loss

3.1 Title to goods remains with Seller until full payment of the purchase price is received.
3.2 Seller retains a purchase-money security interest in the goods and may file financing statements to perfect its rights.
3.3 Risk of loss passes to Buyer upon delivery of goods to the carrier. Buyer assumes all responsibility for the selection, application, and use of the goods.

4. Delivery Times

4.1 Delivery times are approximate unless specifically confirmed in writing by Seller.
4.2 Seller shall not be liable for delays in delivery, whether or not notice is provided.

5. Payment Terms

5.1 Payment is due net 14 days from invoice date, unless otherwise agreed in writing.
5.2 Late payments shall accrue interest at 1.5% per month (18% per annum) of the unpaid balance.
5.3 Costs associated with Letters of Credit, including bank fees, shall be borne by Buyer.
5.4 Buyer shall pay all costs of collection, including reasonable attorney’s fees, if amounts owing are collected through legal action.
5.5 Time is of the essence with respect to all payment obligations.

6. Acceptance of Goods

6.1 Buyer must inspect goods upon receipt. Complaints, claims, or shortages must be reported in writing within 10 days of delivery.
6.2 Goods not rejected within this period shall be deemed accepted.
6.3 Replacement, repair, or reimbursement requires Seller’s prior written consent.

7. Cancellations

7.1 Confirmed purchase orders may not be cancelled by Buyer without Seller’s written consent.
7.2 Buyer is responsible for all cancellation charges, up to the full sales price of the goods and/or services ordered.

8. Limited Warranty

8.1 Seller warrants only those warranties provided by the original manufacturer of the goods supplied.
8.2 Buyer acknowledges that Seller passes through the manufacturer’s warranty only, and all claims shall be made directly to the manufacturer.
8.3 SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Liability & Indemnity

9.1 Seller shall not be liable for incidental, consequential, or special damages of any kind.
9.2 Buyer shall indemnify and hold Seller harmless against all third-party claims, losses, or damages arising in connection with goods supplied.
9.3 Seller’s maximum liability, whether in contract, tort, or otherwise, shall not exceed the purchase price actually paid by Buyer for the goods at issue.

10. Confidentiality

10.1 All pictures, samples, documents, and pricing provided in connection with quotations or orders remain the property of Seller.
10.2 Such materials may not be disclosed, copied, or provided to third parties without Seller’s prior written consent.

11. Changes

11.1 Any modifications to these Terms must be made in writing and issued by Seller.

12. Compliance with Laws & Regulations

12.1 Buyer agrees to comply with all applicable export control laws and regulations, including those of the United States, European Union, and United Nations.
12.2 Buyer shall not transfer goods or data to any denied, debarred, or sanctioned parties.
12.3 Upon request, Buyer shall provide Seller with end-user and end-use information.
12.4 Seller may cancel any order without liability if the sale is prohibited by applicable export laws or if Buyer fails to provide required end-use data.

13. Governing Law & Arbitration

13.1 These Terms shall be governed by the substantive laws of the State of California, without regard to its conflict of law provisions.
13.2 Any controversy or claim arising out of or relating to these Terms or any sale of goods shall be resolved by binding arbitration before a single neutral arbitrator.
13.3 The arbitration shall be conducted in Los Angeles, California, USA under the rules of the American Arbitration Association.
13.4 Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.