Terms and Conditions of Sale

These Terms and Conditions of Sale for A E Techron Inc. (the “Terms and Conditions”) are incorporated into, made a part of, and shall govern every quote provided by, and every purchase order submitted to, A E Techron Inc. (“A E Techron”) for the sale of any goods and/or services by, and the purchase of any goods and/or services from, A E Techron.

These Terms and Conditions are, and shall be deemed to be, a material and essential part of all quotes provided by, and all purchase orders submitted to, A E Techron, and the acceptance of any quote from A E Techron shall be expressly limited to, and conditioned upon, the terms and conditions of such quote (including these Terms and Conditions, which are incorporated into, made a part of, and govern all quotes provided by A E Techron). Any additional or different terms that a purchaser may propose (whether in a signed quote, a purchase order, any acceptance or confirmation documents, any other documents that may be submitted to A E Techron, or otherwise) are expressly objected to and rejected by A E Techron. Additionally, the execution of a quote provided by, and/or the submission of a purchase order to, A E Techron shall constitute the purchaser’s acceptance of, and agreement to be bound by, these Terms and Conditions.

These Terms and Conditions are subject to change, in whole or in part, by A E Techron, at any time, with or without notice, in A E Techron’s sole discretion. Any quote from A E Techron shall be subject to the Terms and Conditions in effect on the date upon which the purchaser submits a purchase order to A E Techron. A E Techron’s current Terms and Conditions are available upon request.

1. Quotes and Purchase Orders. 

All quotes provided by A E Techron shall automatically expire and become void unless the purchaser submits a purchase order to A E Techron accepting the quote within thirty (30) days of the date upon which the quote is provided by A E Techron to the purchaser. All purchase orders shall be submitted by the purchaser to A E Techron at the following email address: [email protected]. Once submitted, however, no purchase order shall become binding upon A E Techron unless and until A E Techron issues a written sales order confirmation to the purchaser expressly accepting the purchase order.

2. Credit and Payment Terms.

Unless different credit or payment terms are specified in writing in a quote provided by A E Techron, the purchase price for all goods and/or services furnished by A E Techron, plus freight, duties, and taxes, if any, shall be invoiced by A E Techron promptly after the goods and/or services are furnished to the purchaser, or if the furnishing of any goods and/or services is prevented, impeded, or delayed by the purchaser, promptly after the date upon which the goods and/or services were scheduled to be furnished under the associated quote and/or purchase order, and all amounts invoiced by A E Techron, including freight, duties, and taxes, if any, for any goods and/or services furnished to any purchaser shall thereafter be due and paid in full, in U.S. currency, within thirty (30) days after the invoice date. Additionally, if any invoice is not paid in full within thirty (30) days after the invoice date, the purchaser shall pay interest to A E Techron at the rate of 18.00% per annum on all past-due amounts until such past-due amounts and accrued interest are paid in full. To secure credit terms, purchasers must submit a credit application to, and receive prior written approval from, A E Techron.

3. Purchase Money Security Interest.

As an express condition of any purchase of goods from A E Techron, the purchaser of such goods grants A E Techron a security interest in all of the purchaser’s right, title, and interest in and to the goods purchased from A E Techron, as well as the proceeds therefrom, to secure the purchaser’s payment obligations under these Terms and Conditions and any associated quotes and/or purchase orders. The purchaser also acknowledges that the security interest granted under this Section 3 is a purchase money security interest under Indiana law, and the purchaser further acknowledges and agrees that (a) A E Techron may execute and file a UCC financing statement for such security interest, (b) A E Techron may notify others claiming security interests in the purchaser’s inventory of A E Techron’s purchase money security interest prior to furnishing any goods to the purchaser, and (c) the purchaser shall execute, acknowledge, deliver, and file such statements or other documents, and take such other actions, as A E Techron may request, and otherwise cooperate in any way A E Techron deems necessary, to perfect A E Techron’s security interest in any and all goods purchased from A E Techron.

4. Unanticipated Circumstances.

Delivery dates are estimated and may be subject to change or delay. A E Techron shall make reasonable efforts to keep its delivery commitments; however, unanticipated circumstances may delay the delivery of goods and/or services, and A E Techron shall have no liability for such delays. In the event of any such delays, the delivery date shall be extended for such additional time as may be necessary under the circumstances, as determined by A E Techron in its sole discretion. In addition, if A E Techron’s material, labor, and/or freight costs increase as a result of any unanticipated circumstances, A E Techron may adjust the amount to be paid by the purchaser under any quotes and/or purchase orders by the amount of increased costs allocable to such quotes and/or purchase orders, and in such event, A E Techron shall invoice the purchaser for, and the purchaser shall pay, such increased costs in accordance with the payment terms applicable to the quotes and/or purchase orders. A E Techron shall not, under any circumstances, be liable or responsible to the purchaser for any failure or delay in fulfilling or performing any quotes or purchase orders, nor shall A E Techron be in default or breach of any of its obligations, when and to the extent such failure or delay is caused by or results from any unanticipated circumstances. For purposes of these Terms and Conditions, “unanticipated circumstances” shall include any incidents, events, happenings, or occurrences that are beyond A E Techron’s reasonable control, including, without limitation, the following events: (a) acts of God; (b) floods, fires, earthquakes, windstorms, tornadoes, and other natural disasters; (c) wars, invasions, hostilities, terrorist threats or acts, acts of public enemies, riots, insurrection, sabotage, piracy, or other civil unrest; (d) government orders, laws, regulations, prohibitions, restrictions, actions, or inactions; (e) embargoes or blockades in effect on or after the date of any quotes and/or purchase orders; (f) national or regional emergencies; (g) strikes, labor stoppages or slowdowns, labor shortages, energy shortages or disruptions, power outages, supply disruptions or shortages, transportation difficulties, telecommunications difficulties, or other industrial or supply-related disturbances; (h) epidemics, pandemics, or other disease-related happenings or occurrences; (i) delays, failures, or disruptions in the delivery or supply of goods or services by or on the part of A E Techron’s vendors, suppliers, contractors, or subcontractors; (j) accidents; (k) incidents, events, happenings, or occurrences that are the fault of or attributable to the purchaser or any third parties; (l) circumstances where compliance with any applicable laws, regulations, requirements, or governmental orders is not technologically or economically feasible, as determined in A E Techron’s sole discretion, or would otherwise require A E Techron to change its manufacturing processes; and (m) any other force majeure incidents, events, happenings, or occurrences. In the event of any unanticipated circumstances, A E Techron shall give notice to the purchaser stating the period of time the unanticipated circumstances are expected to continue. A E Techron shall, then, use diligent efforts to end the failure or delay and minimize the effects of such unanticipated circumstances. A E Techron shall also resume the performance of its obligations as soon as reasonably practicable after the cessation of the unanticipated circumstances. In the event that A E Techron’s failure or delay remains uncured for a period of 180 consecutive days following its written notice of the unanticipated circumstances, either party may thereafter terminate the associated quote and/or purchase order upon not less than 30 days’ prior written notice.

5. Furnishing of Goods and Services.

A E Techron shall use reasonable efforts to meet any performance dates specified in any quotes and/or purchase orders, which said dates shall be estimates only. With respect to any goods or services to be furnished by A E Techron, the purchaser of such goods or services shall, at all times, (a) cooperate fully with A E Techron in all matters relating to the goods and services; (b) respond promptly to any request to provide direction, information, documentation, materials, approvals, authorizations, or decisions that are reasonably necessary for A E Techron to furnish the goods and services; (c) provide such direction, information, documentation, materials, approvals, authorizations, or decisions as A E Techron may request or consider necessary to furnish the goods or services in a timely manner; (d) ensure that any direction, information, documentation, materials, approvals, authorizations, and decisions provided by the purchaser to A E Techron are complete and accurate in all respects; (e) obtain and maintain all necessary licenses, authorizations, approvals, and consents; (f) comply with all applicable laws, regulations, rules, and governmental orders; and (g) comply with these Terms and Conditions and any associated quotes and/or purchase orders.

6. Patents and Intellectual Property Rights.

In the event that any goods and/or services are manufactured or furnished by A E Techron in accordance with the designs and specifications of the purchaser, the purchaser shall indemnify, defend, and hold harmless A E Techron and its officers, directors, shareholders, employees, agents, affiliates, contractors, representatives, successors, and assigns from and against any and all claims, demands, actions, causes of action, judgments, settlements, awards, fines, penalties, losses, damages, liabilities, costs, expenses, and attorneys’ fees that arise or result, in whole or in part, directly or indirectly, from any claim that the goods and/or services are not the purchaser’s designs or specifications, infringe on any patents or intellectual property rights of any third party, or in any way violate a third party’s rights with respect to the designs or specifications for the goods and/or services.

7. Suspension of Performance.

If, in A E Techron’s sole discretion, doubt exists as to the purchaser’s financial condition or responsibility, or if the purchaser is past due in the payment of any amounts that are due and owing to A E Techron, A E Techron reserves the right, without liability and without prejudice to any other rights or remedies, to suspend any orders submitted by the purchaser and withhold the shipment or furnishing of any associated goods and/or services until A E Techron receives payment of all amounts due and owing, or until A E Techron receives adequate assurance of payment as determined by A E Techron in its sole discretion. Additionally, if the purchaser breaches, defaults in the performance of, or otherwise fails to comply with any of its duties or obligations under these Terms and Conditions, any associated quotes or purchase orders, or any applicable laws, regulations, rules, or governmental orders, or if in A E Techron’s sole discretion, doubt exists as to the completeness and accuracy of any direction, information, documentation, materials, approvals, authorizations, or decisions provided by the purchaser, or as to whether such direction, information, documentation, materials, approvals, authorizations, or decisions fully comply with and satisfy all applicable legal requirements, A E Techron reserves the right, without liability and without prejudice to any other rights or remedies, to suspend any orders submitted by the purchaser, and to withhold the shipment or furnishing of any associated goods and/or services, until such breaches, defaults, non- compliance, or doubts are fully resolved and remedied to the satisfaction of A E Techron in its sole discretion.

8. Inspection.

The purchaser of any goods and/or services furnished by A E Techron shall inspect, or arrange for an authorized agent of the purchaser to inspect, all goods and/or services furnished by A E Techron immediately upon the delivery or furnishing of such goods and/or services to the purchaser. The purchaser, or the purchaser’s agent, must then notify A E Techron in writing of (a) any visible damage or patent non- conformities in any goods and/or services furnished by A E Techron within 48 hours after the delivery or furnishing of such goods and/or services to the purchaser, and/or (b) any latent damage or non-conformities in any goods and/or services furnished by A E Techron within 10 business days after the delivery or furnishing of such goods and/or services to the purchaser. If the purchaser shall fail to timely deliver such written notice to A E Techron as required above, the goods and/or services furnished by A E Techron shall be deemed to conform to any associated quotes and/or purchase orders, and the purchaser shall be bound to accept and pay for the goods and/or services in accordance with the payment terms applicable to such quotes and/or purchase orders. In addition, the purchaser expressly waives any right the purchaser may have to revoke acceptance of any goods and/or services after the failure by the purchaser to provide timely written notice to A E Techron as required above. The purchaser also shall not, under any circumstances, return any goods to A E Techron without A E Techron’s prior written authorization. If such prior written authorization is obtained from A E Techron, then the purchaser shall carefully package the goods being returned in a manner that is in accordance with good commercial practice and adequate to ensure safe arrival of such goods at the destination specified in A E Techron’s written authorization, and at all times while the goods are in transit, the risk of loss shall remain solely with the purchaser.

9. Limitation of Liability.

Should any goods and/or services furnished by A E Techron be defective or not conform to any associated quotes and/or purchase orders, A E Techron’s only and exclusive liability, whether under its Limited Warranty or otherwise, shall be to repair or replace the defective or non-conforming goods and/or services, or to refund the amounts paid for such goods and/or services in exchange for the return of such goods and/or services, if returnable, as A E Techron may elect or determine in its sole discretion, if (a) the purchaser properly notifies A E Techron in writing of such defects or non-conformities in the goods and/or services within the time limits set forth above; (b) A E Techron’s inspector determines that such goods and/or services are defective or do not conform to the specifications, descriptions, or requirements in the associated quotes and/or purchase orders; and (c) within thirty (30) days of A E Techron’s written request, if applicable, the purchaser returns the goods to A E Techron or such other facility as A E Techron may direct in writing. A E Techron’s liability shall not, under any circumstances, exceed the actual amount paid by the purchaser for the goods and/or services at issue, nor shall A E Techron, under any circumstances, be liable for any consequential damages, incidental damages, special damages, punitive damages, or other costs, expenses, losses, or damages of any kind or nature, whether direct or indirect, including, without limitation, any costs or expenses for transportation, fuel, food, lodging, telephone calls, towing charges, storage charges, bus or taxi fares, airfare, car rental charges, on-site service calls, lost profits, lost opportunities, lost time, downtime or delay, business interruption, inconvenience, or loss of use or commercial use of the affected goods and/or services.

10. Freight, Shipping and Handling, Taxes, Tariffs, and Duties.

The amount of any sales, use, revenue, excise, or other taxes, as well as any freight charges, shipping and handling charges, export fees, import fees, tariffs, and duties, applicable to, associated with, or resulting from the purchase, sale, and/or shipment of any goods and/or services furnished by A E Techron to any purchaser shall be added to the purchase price for such goods and/or services and shall be paid by the purchaser as and when the purchase price is due. Additionally, any sales, use, revenue, excise, or other taxes, as well as any freight charges, shipping and handling charges, export fees, import fees, tariffs, and duties, indicated in any quote provided by A E Techron are estimates only. Accordingly, the amount of sales, use, revenue, excise, or other taxes, as well as any freight charges, shipping and handling charges, export fees, import fees, tariffs, and duties, invoiced to the purchaser may differ from the amount originally estimated in any associated quotes.

11. Limited Warranty.

A E TECHRON PROVIDES A LIMITED WARRANTY THAT IS INCORPORATED INTO THESE TERMS AND CONDITIONS BY THIS REFERENCE. THE LIMITED WARRANTY MAY ALSO BE VIEWED ONLINE AT HTTPS://AETECHRON.COM/WARRANTY/, AND IF APPLICABLE, IS INCLUDED WITHIN THE DOCUMENTATION PROVIDED TO THE PURCHASER UPON THE DELIVERY OR FURNISHING OF THE GOODS AND/OR SERVICES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE LIMITED WARRANTY, A E TECHRON MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS AND/OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY NEGATED AND DISCLAIMED.

12. Shipment and Risk of Loss.

Unless otherwise specified in a quote provided by A E Techron, any goods furnished by A E Techron shall be shipped to the purchaser, at the destination specified in the associated quote and/or purchase order, via a shipping carrier selected by A E Techron, in its sole discretion, as a convenience to the purchaser. Risk of loss on all goods furnished by A E Techron shall pass to the purchaser immediately upon the delivery of the goods to the purchaser at A E Techron’s facility, or if the goods are to be delivered to the purchaser via a shipping carrier, upon A E Techron’s tender of the goods to the shipping carrier, at A E Techron’s facility, for shipment to the purchaser. Additionally, if the goods are to be delivered to the purchaser via a shipping carrier, the purchaser shall be solely responsible to procure and pay for any and all transportation insurance necessary to insure the goods while in transit to the purchaser’s designated delivery destination.

13. Remedies Upon Default by Purchaser.

If the purchaser fails to pay any invoiced amounts and/or accrued interest as and when the same become due, then in addition to all other remedies available to A E Techron under applicable law, A E Techron may immediately accelerate, demand, and recover from the purchaser all amounts owing by the purchaser to A E Techron, whether past-due or not, together with A E Techron’s costs of collection, reasonable attorneys’ fees, court costs, interest, and any other amounts, damages, and remedies that are available to A E Techron under any associated quotes, purchase orders, or applicable law.

14. Indemnification.

The purchaser shall indemnify, defend, and hold harmless A E Techron and its officers, directors, shareholders, employees, agents, affiliates, contractors, representatives, successors, and assigns from and against any and all claims, demands, actions, causes of action, judgments, settlements, awards, fines, penalties, losses, damages, liabilities, costs, expenses, and attorneys’ fees that arise or result, in whole or in part, directly or indirectly, from (a) the purchaser’s or any third party’s use of any goods and/or services furnished by A E Techron; (b) the sale, transfer, or assignment of any goods and/or services by the purchaser to any third party; (c) any sales, use, revenue, excise, or other taxes, or any freight charges, shipping and handling charges, export fees, import fees, tariffs, and duties, associated with any goods and/or services ordered or purchased from A E Techron; (d) any personal injury, death, property damage, or other damages, injuries, losses, or claims caused in whole or in part by, arising out of, or in any way relating to, the use, sale, transfer, or assignment of the goods and/or services by the purchaser or any third party; (e) any breach of any quotes, purchase orders, or these Terms and Conditions by the purchaser; (f) any acts, omissions, negligence, or misconduct by, or on the part of, the purchaser or any of its agents, representatives, contractors, subcontractors, affiliates, consultants, or employees; or (g) any violation of any local, state, or federal laws, regulations, rules, or governmental orders by the purchaser or any of its agents, representatives, contractors, subcontractors, affiliates, consultants, or employees.

15. Purchaser’s Acts, Omissions, Negligence, or Misconduct.

If A E Techron’s performance of its duties or obligations under any quotes, purchase orders, or these Terms and Conditions is prevented, impeded, or delayed by any act, omission, negligence, or misconduct of the purchaser or its agents, representatives, contractors, subcontractors, affiliates, consultants, or employees, A E Techron shall not be deemed in breach or default of its duties or obligations under any associated quotes, purchase orders, or these Terms and Conditions, nor shall it be liable for any costs, expenses, charges, damages, or losses sustained or incurred by the purchaser, in each case, to the extent arising directly or indirectly from such prevention, impediment, or delay. Additionally, if A E Techron’s performance of its duties or obligations under any quotes, purchase orders, or these Terms and Conditions is prevented, impeded, or delayed by any act, omission, negligence, or misconduct of the purchaser or its agents, representatives, contractors, subcontractors, affiliates, consultants, or employees, the purchaser shall be liable and pay A E Techron for any consequential damages, incidental damages, special damages, or other costs, expenses, losses, or damages of any kind or nature that A E Techron may sustain or incur as a result of such prevention, impediment, or delay, including, without limitation, storage fees.

16. No Rights of Setoff, Deduction, Recoupment, or Withholding.

All duties and obligations owing to A E Techron by any purchasers of any goods and/or services shall be performed without setoff, deduction, recoupment, or withholding of any kind for any amounts that such purchasers are owed, or may claim to be owed, by A E Techron, whether under this Agreement, applicable law, or otherwise, and whether relating to A E Techron’s breach, bankruptcy, or otherwise, and any rights of setoff, deduction, recoupment, or withholding that any purchasers have or may claim to have against A E Techron are hereby expressly waived.

17. No Third-Party Beneficiaries.

These Terms and Conditions, and any associated quotes and purchase orders, are for the sole benefit of A E Techron and the purchaser, and nothing in these Terms and Conditions or any associated quotes or purchase orders, either express or implied, is intended to confer, or shall have the effect of conferring, upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions or any quotes or purchase orders.

18. Governing Law; Exclusive Venue.

These Terms and Conditions, any quotes and/or purchase orders, and the parties’ rights, duties, and obligations under, with respect to, or otherwise in relation to these Terms and Conditions, any quotes and/or purchase orders, any goods and/or services furnished by A E Techron, or any transactions or business dealings between A E Techron and the purchaser shall be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to its conflicts or choice of laws principles. The exclusive venue for any dispute or litigation arising from or relating to these Terms and Conditions, any quotes and/or purchase orders, any goods and/or services furnished by A E Techron, or any transactions or business dealings between A E Techron and the purchaser, shall be the state courts sitting in the County of Elkhart, State of Indiana, or the United States District Court for the Northern District of Indiana.

19. Waiver.

No waiver by A E Techron of any of these Terms and Conditions, or of any terms or conditions contained within any quotes or purchase orders, shall be effective unless explicitly set forth in writing and signed by A E Techron. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions, or any quotes or purchase orders, shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege under these Terms and Conditions, or any quotes or purchase orders, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No course of dealing between the purchaser and A E Techron shall have the effect of modifying or altering these Terms and Conditions or any terms or conditions contained within any quotes or purchase orders.

20. Notices.

Any and all notices that any purchaser is required, or otherwise permitted, to give to A E Techron under or in connection with any quotes, purchase orders, or these Terms and Conditions, or otherwise in relation to any goods and/or services furnished by A E Techron, or any transactions or business dealings with A E Techron, shall be in writing, in the English language, and deemed effective upon delivery to A E Techron by personal delivery, U.S. Certified Mail, Return Receipt Requested, or other nationally recognized overnight commercial carrier with proof of delivery, at the following address:

AE Techron, Inc.
Attn: Sales Department 2507 Warren Street
Elkhart, IN 46516 

Additionally, a copy of each notice, which by itself shall not constitute notice, shall be sent by electronic means to the A E Techron’s Sales Department at the following email address: [email protected].

21. Miscellaneous.

No rights, duties, or obligations of the purchaser under any quotes, purchase orders, or these Terms and Conditions may be assigned or delegated without A E Techron’s prior written consent. If any of these Terms and Conditions or any terms or conditions contained within any quotes provided by A E Techron are held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of these Terms and Conditions and the remainder of the terms and conditions contained within the quote(s) provided by A E Techron shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, and these Terms and Conditions and the quote(s) provided by A E Techron shall be construed as if such invalid, void, or unenforceable provisions were omitted. These Terms and Conditions and any associated quotes and/or purchase orders set forth the entire agreement between A E Techron and the purchaser. No other terms, conditions, or understandings, whether oral or written, shall be binding upon A E Techron, unless made in writing and signed by an authorized representative of A E Techron. In the event of any conflict between any terms or conditions contained within any quotes provided by A E Techron, any purchase orders submitted by the purchaser, and these Terms and Conditions, the documents shall control in the following order: (1) the quote provided by A E Techron; (2) these Terms and Conditions; and (3) the purchase order submitted by the purchaser. Additionally, these Terms and Conditions and any quotes provided by A E Techron may be translated into languages other than English, and in the event of any conflict between the English version of such documents and a non-English translation of such documents, the English version of such documents shall prevail and control over the non-English translation of such documents. These Terms and Conditions and any quotes provided by A E Techron may only be amended or modified by a written instrument that expressly amends these Terms and Conditions and/or the associated quote(s) and is signed by an authorized representative of A E Techron. These Terms and Conditions shall be binding upon the purchaser and shall inure to the benefit of A E Techron.