2525 Brunswick Ave, Suite 205
Linden,  NJ  07036,  USA
Tel:   908-474-9595
Fax: 908-474-9090
sales@aositilt.com

Compasses, Solid State Inclinometers, Directional Probes, Electrolytic Tilt Sensors

TERMS and CONDITIONS

(1)  Products, Services and Prices:

Subject to all the terms and conditions specified herein, ADVANCED ORIENTATION SYSTEMS, INC. {AOSI} (the seller) agrees to sell and the buyer named on the face hereof (the buyer) agrees to purchase the product(s) or service(s) described on the face hereof at the price(s) stated on the face hereof. Acceptance of the customer’s purchase order and subsequent shipment, is based on and expressly limited to the terms and conditions contained herein and in no event, shall the terms and conditions contained in buyers purchase order, whether by acknowledgement or otherwise, vary the terms of this acknowledgement without the written consent of the seller.

(2)  Quotations, Prices and Specifications:

(a) All quotations, unless otherwise specified, are firm and must be exercised within  sixty days from date thereof.

(b) Prices quoted and/or acknowledged whether verbal or written are subject to adjustment to reflect prevailing condition at the time of shipment as follows:

(c) Prices and other terms of sale contained in catalogs and price sheets are for information purposes only and are subject to change and therefore must be confirmed by the seller prior to placing an order.

(d) Orders received for smaller quantities than those originally quoted on are subject to an advance in price corresponding to the difference based on the smaller quantities.

(e) If quantities are reduced or production held up by the buyer, the seller reserves the right to make extra charge therefore.

(f) Modifications, additions, suspensions or changes in specifications after the order has been started or finished are subject to charge for the cost of the material and work involved.

(g)  All custom or  product upgrade orders are sold on pre-paid basis only and are subject to up to 10% over production, if applicable.

(3)  Credit and Terms:

No order or contract shall be deemed accepted unless and until such acceptance is acknowledged in writing by the seller.  On approved credit orders terms are net (30) days from date of invoice.  The Seller may at any time when, in its opinion, the financial condition of the Buyer warrants it, either alter or suspend credit, or discontinue deliveries, and render a charge covering the value of any partially finished articles which are then being manufactured on order by the customer.  In cases  where credit is not established, or where satisfactory financial information is not given, the terms are PREPAY or C.O.D. at the sellers option.  Amounts past due shall bear interest at the rate of one and one/half percent (1.5%) per month.

(4)  Shipments:

All shipments are sold F.O.B. Linden, NJ.  The delivery carrier and type of delivery service will be at the discretion of the seller.  Standard delivery will be by GND shipping service and insured unless specifically requested  otherwise by the buyer.  Risk of loss or damage to or destruction of products shall pass to the buyer upon delivery to carrier at sellers address.  All delivery dates are based on normal expectancy, are approximate and subject to contingencies.

(5)  Claims:

No product is returnable except with the sellers permission, verbal or written, and a Return Materials Authorization number.  This is obtained by communicating with the seller giving the date that the product was shipped, invoice number and an explanation as to why you are returning the product.  Product must be received within 15 days of the return authorization date.  Packages without a Return Authorization number and/or which are received after the 15 day authorization period are subject to refusal.  To reject product on inspection as defective, customer must notify the seller verbally or in writing within thirty days from receipt of product.  The seller shall then have the option of inspecting the product at the buyers plant or at its own premises, before allowing or rejecting claim.  Defects that do not impair service shall not be a cause of rejection.  The seller has the privilege of replacing or repairing any product agreed upon as not complying with the order and sufficient time shall be allowed for the manufacture and/or repair of such product if not stocked. No claim will be allowed for product damaged or abused by the customer or damaged in transit.  Expenses incurred in connection with claims for which the seller is not liable may be charged to the buyer.  The seller will not be responsible for any work done by the buyer to correct errors or defects unless such work is authorized by the seller to be reworked, and charged for at a price to be determined by the seller.

(6)  Limited Warranty:

The seller warrants that its product will be free of defect in material and workmanship for a period of ninety (90) days from date of shipment thereof.

Within the warranty period the seller will, at its option, either repair or replace such product which is determined by the seller to be defective and which is returned in its original shape with shipping charges prepaid.  This warranty will not apply to any product which has been subjected to misuse, negligence or accident; or misapplied; or modified or repaired by unauthorized persons; or improperly installed; or altered in any way.  This warranty is not applicable to resale products.

THIS LIMITED WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OF FITNESS FOR PARTICULAR PURPOSE.

(7)  Limitations of Liability:

Seller shall not be liable for any delays or other defaults caused by act of God; embargo or other governmental act, regulation or request; fire; accident; strike; war; riot or civil commotion of any kind; unusual delay in transporting or producing necessary labor, materials, fuel or manufacturing facilities; or any matter beyond the reasonable control of seller.  If any delays or defaults are caused by act of the buyer or his representatives, the buyer shall reimburse the seller for any additional cost as determined by seller as a result of such delay or default.  In any event of default or delay whether occasioned by any of the aforementioned reasons or otherwise, seller shall not be liable for any special, incidental or consequential damages of any type whatever.

(8)  Indemnification:

The buyer will defend, indemnify, and hold seller harmless against any and all claims, damages and expenses  (including reasonable attorney’s fees) of any nature whatsoever which may be made against seller or which seller may sustain by reason of injury to or death of any person or damage or loss of property, or other damages arising out of the use of the product(s).

(9)  Security Interest:

Seller retains title to, and Buyer hereby grants to Seller a security interest in the products sold under this order, and any proceeds therefrom, until the purchase price and other charges, if any, are paid in full.  This agreement forms a security agreement under the Uniform Commercial Code (“U.C.C.”), and Seller shall be entitled to exercise all rights provided thereunder in addition to those provided under the order and these terms and conditions.  Buyer agrees to complete and execute UCC-1 financing statements and any other documents reasonably required by Seller and to be responsible for the filing of such documents with the appropriate state and local officials.  Buyer shall do all acts necessary to maintain the value of such security interest by adequately insuring the goods against loss or damage, and Seller shall be named as insured or co-insured.  Buyer may not assign its rights under the order, nor pledge its interest in the products to any third party without prior written approval from Seller, and shall, upon Seller’s request, notify such third party of Seller’s security interest.  Seller may retake possession of the goods with or without legal process if the terms and conditions as provided herein or otherwise agreed to by the Buyer are not met by the Buyer, and shall in addition be entitled to all other rights and remedies under the U.C.C.  Buyer grants Seller power-of-attorney to execute and file UCC-1 Financing Statements on the Buyer’s behalf to secure the interest granted herein.

(10)  Taxes:

The buyer agrees to bear all taxes, fees and other impositions or charges which may be demanded or assessed by any federal, state or other government authority at any level, with respect to product sold.

(11)  Cancellations:

Request for cancellation or for suspension of production must be in writing and referred to the seller.  No order will be accepted with the understanding that it can be later canceled.  If and when cancellation is approved by the seller, it is with the understanding that the seller will be fully reimbursed by payment of cancellation charges to be determined by the seller for materials, work in progress, engineering time, restocking, etc. Orders for custom parts, services, software and/or product upgrades  or changes are non-cancelable.

(12)  Errors:

The seller is not responsible for typographical errors made in any of its own or any foreign publications and other forms of printed, video, audio, or internet matter or for any stenographic or clerical errors.  All such errors are subject to correction.

(13)  Interpretation and Venue:

These terms and conditions shall be interpreted in accordance with, and the construction thereof shall be governed by the laws of the State of New Jersey.  Exclusive jurisdiction for the judicial resolution of any disputes arising hereunder shall be in the federal and state courts within the State of New Jersey, and exclusive venue for the settlement of any dispute shall be in the City of Elizabeth, New Jersey.       Effective September  1st, 2004