Acceptance by Advanced Controls & Distribution, LLC ("Seller") of any purchase order or other offer ("Order") to purchase products and services (collectively, the "Products") is expressly conditioned on Buyer's assent to the following terms and conditions (the "Terms and Conditions"), which assent shall be deemed to have been given by Buyer's submission of any such Order. OFFER AND ACCEPTANCE. Only these terms and conditions shall govern Orders. Any terms and conditions which oppose, deviate from or add to these terms and conditions shall be void and unenforceable unless modified by a written agreement executed by a duly authorized representative of the Seller. PRICE, PAYMENT AND CREDIT TERMS. Unless otherwise agreed to by the parties in writing, terms of payment are net 30 days of invoice date. Seller may revise the payment terms (including requiring payment in advance of delivery) at any time. If payment is not received by Seller when due, any outstanding amount shall bear interest at the monthly rate of 1.5% (18% per year) or, if less, the highest rate permitted by applicable law, payable on the first day of default and on the first day of every month thereafter until paid in full. Buyer also shall pay to Seller, on demand, all expenses, including reasonable legal fees, incurred by Seller in enforcing any of its rights to payment for the Products purchased by Buyer. TAXES. Any tax, excise or governmental charge imposed on the production, sale, use or transportation of, or value added to, any Product which Seller may be required to pay (other than income or gross receipts taxes of Seller) shall be paid by Buyer to Seller in addition to the purchase price. Buyer shall provide Seller, upon request, with completed exemption certificates for any tax from which Buyer claims exemption. SHIPMENT AND DELIVERY. All shipping information given to Buyer, including shipping and delivery dates, represents only the best estimates of Seller. Unless the parties otherwise agree in writing, Products shall be considered delivered by Seller upon acceptance by the carrier at the point of shipment designated by Seller. From the time of such delivery of the Products to the specified delivery point, title to and risk of any loss of, or damage to, Products from whatever cause shall pass to Buyer. FORCE MAJEURE. Seller shall not be liable for its failure to perform its obligations under any Order, and Seller shall be excused from any delay in performance, due to acts of God, war, riot, rebellion, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, facility conditions, strikes, lockouts, differences with workers, delays in transportation, equipment failure, shortages of cars, fuel, or labor, or any other circumstance or cause beyond the reasonable control of Seller, whether or not of the kind specifically enumerated herein. In addition, Seller will be so excused in the event that it is unable to acquire from its usual sources, on terms it deems to be reasonable, any material or component necessary for producing any Products ordered by Buyer hereunder. WARRANTY TERMS. Seller warrants that Buyer shall receive clear and unencumbered title to the Products upon payment of the purchase price therefor. In addition, Seller will pass through to Buyer any transferable warranties of the Products (or individual components of the Products) provided to Seller by its suppliers or by the manufacturers. SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, IN PARTICULAR EXCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE, WHETHER OR NOT THAT PURPOSE IS KNOWN TO SELLER. SELLER LIKEWISE LIMITS THE REMEDIES AVAILABLE TO REPLACEMENT OF ANY DEFECTIVE PRODUCT OR COMPONENT OR REFUND OF THE PURCHASE PRICE PAID THEREFOR, AS SELLER ELECTS, WHETHER ANY SUCH CLAIM IS ASSERTED IN CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, OR ANY OTHER LEGAL THEORY. IN NO EVENT SHALL SELLER'S LIABILITY FOR ANY WARRANTY CLAIM EXCEED THE COST OF THE PRODUCT OR COMPONENT WHICH IS THE SUBJECT OF THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF INCOME, LOSS OF PROFITS, OR CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES WHATSOEVER. RETURNS. Products and components are not returnable without the written consent of Seller. Requests for permission to return must be made within thirty (30) days after receipt of shipment. Only current items in their original unopened cartons, standard package quantities, are subject to return. Some items may be subject to a restocking fee. GOVERNING LAW AND VENUE. All Orders will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, and the parties hereto agree and consent to the exclusive jurisdiction of the state and federal courts in Pennsylvania.
All customers will be charged upfront for warranty replacements/repairs. ACD will issue a credit once the product is returned to vendor and has been evaluated. Only current items in their original unopened cartons, standard package quantities are subject to return. Some items may be subject to a restocking fee.