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                   1. COMPLETE AGREEMENT. These Terms and Conditions and the provisions on the face hereof constitute the entire agreement between JET STREAM INTERNATIONAL and Buyer and supersede all statements, representations and agreements, oral or written; made by the parties or their representatives including, without limitation, conflicting or different provisions of Buyer's purchase order number. No modification or addition to this agreement shall be binding upon JET STREAM INTERNATIONAL unless specifically set forth in writing signed by JET STREAM INTERNATIONAL.
2. QUOTATIONS: Written quotations by JET STREAM INTERNATIONAL automatically expire 30 days from date of quotation and are subject to termination by notice from JET STREAM INTERNATIONAL within that period. JET STREAM INTERNATIONAL shall have no liability in respect of any oral quotation or under any oral agreement unless such agreement is confirmed in writing by JET STREAM INTERNATIONAL within 10 days thereafter. Buyer's purchase order shall upon receipt by JET STREAM INTERNATIONAL at its home office in Niles, Ohio, be deemed an acceptance of
JET STREAM INTERNATIONAL’S quotation but shall be subject to these Terms and Conditions. Additional or different terms in Buyer's order or other communication shall not be binding upon JET STREAM INTERNATIONAL unless agreed to by JET STREAM INTERNATIONAL in writing.
3. PRICES, ERRORS: Unless otherwise specifically agreed in writing by JET STREAM INTERNATIONAL, all prices, whether in JET STREAM INTERNATIONAL’S price list, quotation, order acknowledgments, or elsewhere, are in U.S. dollars and are subject to change without notice at any time prior to shipment of the products. Price increases will not, however, be applied to products covered by an order acknowledgment stipulating a shipment date within 15 days after the effective date of the increase. Prices shown on JET STREAM INTERNATIONAL'S price list or elsewhere are for information only and do not constitute quotations or offers to sell. All orders, regardless of prices quoted, and whether placed as "blanket", "approximate" or in specific quantities, will be priced at the quantity bracket in which released. JET STREAM INTERNATIONAL reserves the right to correct errors in specifications or prices, due to typographical, clerical or engineering errors or because of incomplete or inaccurate information from Buyer.
4. WARRANTY; CLAIMS; EXCLUSIVE REMEDY: JET STREAM INTERNATIONAL products at the time of shipment are warranted to conform to any applicable written description furnished to Buyer by JET STREAM INTERNATIONAL, and to be free
from defects in material and workmanship. NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), SHALL EXIST IN CONNECTION WITH THE SALE OR USE OF ANY JET STREAM INTERNATIONAL’S PRODUCTS. Claims for errors, shortages, defects or nonconformities ascertainable upon inspection must be made in writing within 15 days after Buyer's receipt of products. All other claims must be made in writing to JET STREAM INTERNATIONAL within 12 months from the date of shipment. Products claimed to be nonconforming or defective must upon JET STREAM INTERNATIONAL’S request promptly be returned to JET STREAM INTERNATIONAL for inspection. Claims not made as provided above and within the applicable time period will be barred. JET STREAM INTERNATIONAL shall in no
event be responsible if the products have not been stored or used in accordance with its specifications and recommended procedures. JET STREAM INTERNATIONAL will, at its option, either repair or replace nonconforming or defective products for which it is responsible or return to Buyer their purchase price. THE FOREGOING STATES BUYER'S EXCLUSIVE REMEDY FOR THE BREACH OF JET STREAM INTERNATIONAL’S WARRANTY AND FOR ANY CLAIM, WHETHER SOUNDING
5. PATENTS, LIMITATION OF LIABILITY AND REMEDY: JET STREAM INTERNATIONAL warrants that neither the sale of its products, nor their use for the ordinary purpose for which intended, will infringe any U.S. Patent. Provided that Buyer promptly notified JET STREAM INTERNATIONAL of any infringement claim, JET STREAM INTERNATIONAL will refund to Buyer the purchase price of any products sold to buyer in breach of such warranty. Such refund shall be Buyer's sole remedy for breach of such warranty and JET STREAM INTERNATIONAL shall in no event be liable for any consequential damage or loss.
6. SHIPMENT, PERFORMANCE, LIMITATION OF LIABILITY: Any specified shipment date or dates are estimates only. JET STREAM INTERNATIONAL shall have no liability on account of any delay or failure to manufacture, ship or deliver any product or furnish any services due directly or indirectly to fire, act of God, accident, strike, lockout or other labor dispute, material shortage, inadequate transportation, government
order or regulation or other similar or dissimilar cause beyond JET STREAM INTERNATIONAL’S reasonable control, JET STREAM INTERNATIONAL shall in no event be liable for any loss of business or profits, claims of Buyer's customers or other third parties losses, or any consequential loss or damage, whether or not such loss was due to JET STREAM INTERNATIONAL’S negligence or was foreseeable by JET STREAM INTERNATIONAL.
7. CANCELLATION, DEFERRED DELIVERY: Orders may be canceled only upon written notice from Buyer received by JET STREAM INTERNATIONAL at least 30 days prior to shipping date and upon immediate payment by Buyer for all completed products at the unit price; for products in process, such payment shall be calculated on the basis of the percentage of completion thereof times the unit price; and for
raw material, unamortized tooling, engineering and other cancellation charges, such payment shall be calculated on the basis of cost to JET STREAM INTERNATIONAL plus handling and overhead charges. Deliveries may be deferred only upon Buyer's written request received by JET STREAM INTERNATIONAL at least 10 days prior to scheduled shipping date and Buyer's payment in full of the price of the products on or before the scheduled shipping date, plus payment of storage charges thereafter. No delivery may in any event be deferred for more than 120 days without the express written agreement of JET STREAM INTERNATIONAL.
8. SHIPPING, LOSS AND DAMAGE: Risk of loss or damage to products shall pass to Buyer upon delivery to the first carrier of Buyer's representative. Apparent shortage or visual damage to shipping containers by the carrier must be noted on both consignee's and carrier's delivery receipt of record. A possible concealed damaged condition shall also be noted on the carrier's delivery receipt or record. The carrier's local office should be notified of the condition immediately, but no later than 15 days after the date of delivery for preparation of an inspection report by him to support a possible claim.
9. RETURNS: No returns will be accepted by JET STREAM INTERNATIONAL without prior written authorization. Except for in-warranty returns, Buyer will be responsible for all applicable restocking and other charges. JET STREAM INTERNATIONAL will upon request furnish Buyer a Return Material Authorization form listing terms and procedures governing returns. A minimum restocking charge of 25% will apply.
10. TELEPHONED INSTRUCTIONS: JET STREAM INTERNATIONAL accepts no responsibility and Buyer will not hold JET STREAM INTERNATIONAL responsible for errors or misunderstandings, whether or not due to JET STREAM INTERNATIONAL’S negligence, in complying with orders or instructions to JET STREAM INTERNATIONAL by telephone. The foregoing also applies to orders or instructions given to a third party for transmittal to JET STREAM INTERNATIONAL.
11. DIES, TOOLS, ETC: Charges for dies, tools or gages do not convey to Buyer any interest therein or the right to remove them from JET STREAM INTERNATIONAL’S plant.
12. TOLERANCES: Unless otherwise agreed in writing, all tolerances and dimensions will be to standards customarily employed by JET STREAM INTERNATIONAL.
13. SPECIAL OR MODIFIED PRODUCTS: Products not cataloged or products cataloged but requiring deviation from standard are subject to applicable pattern, tooling and test charges.
14. MODIFIED OR DISCONTINUED PRODUCTS: JET STREAM INTERNATIONAL shall have no duty to stock or provide spare or replacement parts or products. JET STREAM INTERNATIONAL may modify or discontinue any product or line of products at any time without liability except to refund any amounts already paid for any such products, which have been ordered but not yet delivered.
15. EQUAL EMPLOYMENT OPPORTUNITY: The Equal Employment Opportunity Clause in Section 202 of Executive Order No. 11246, as amended, relating to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance are incorporated herein by specific reference.
16. TAXES: All duties, sales, use, excise or similar taxes of charges applicable to
the sale or use of any products or the furnishing of any service shall be Buyer's responsibility, and Buyer shall indemnify JET STREAM INTERNATIONAL against any liability hereunder.
17. GENERAL: This agreement shall be governed by the laws of the State of Ohio without reference to its conflict of laws principles. Captions have been inserted solely for convenient reference and shall not limit or affect any provision hereof. No waiver by JET STREAM INTERNATIONAL of any right or remedy on any prior occasion shall constitute JET STREAM INTERNATIONAL’S waiver of any such right or remedy on subsequent similar occasions.
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