TERMS & CONDITIONS OF SALE

APPLICABILITY:  These terms and conditions of sale (“Terms”) are the only terms that govern the sale of the goods (“Product”) by Inspired Flight Technologies, Inc. (“Seller”) to the buyer named on the quotation (“Buyer”). The accompanying quotation and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
 

PRICES: All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars (USD).
 

TERMS OF PAYMENT:

• All orders must be paid in accordance with agreed upon terms stated in signed quote or purchase order. If required, Buyer shall pay a deposit at time of order. Buyer authorizes Seller to charge the same credit card used for the initial order deposit or charge the credit card on file, if applicable, for the remaining balance payment without additional confirmation from Buyer.

• Payment may be made by wire transfer or credit card payment via Visa, Mastercard, American Express or Discover with valid credit card authorizations. Credit Card payments are subject to 3% processing fee. All orders are payable in U.S. Dollars (USD).

• Seller reserves the right to refuse any order, even after accepting payment, partial payment or deposit payment for such order. If Seller rejects the order Seller will credit/refund any such payment made by the Buyer.

• Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Product if Buyer fails to pay any amounts when due hereunder and such failure continues for 10 days following written notice thereof.
   

DELIVERY: Unless otherwise provided by Seller in writing, all Product shipments shall be made FOB Seller’s facility in San Luis Obispo, CA (“Delivery Point“). Buyer shall be the importer of record for all purchased Product, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, Seller will ship by the method it deems, in its sole discretion, most advantageous. Unless otherwise specified, Product will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. Seller reserves the right to reject certain shipping or packing methods. For all sales where Buyer opts to use Buyer’s preferred freight forwarder, the shipments will be made EXW Seller’s facility in San Luis Obispo, CA. Seller shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. Seller will not be liable for any loss, damages or penalty resulting from delay in delivery.
 

INSPECTION AND REJECTION OF NONCONFORMING GOODS: Buyer shall inspect the Product within fourteen (14) days after receipt of Product. Product not rejected during this fourteen-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to Seller or based on test procedures that Seller does not conduct. If Buyer timely notifies Seller of any nonconforming Product, Seller shall, in its sole discretion, (i) replace such nonconforming Product with conforming Product, or (ii) credit or refund the purchase price for such nonconforming Product, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the nonconforming Product to Seller’s facility located at San Luis Obispo, CA.
 

TITLE AND RISK OF LOSS: Title and risk of loss pass to Buyer upon delivery of the Product at the Delivery Point. As collateral security for the payment of the purchase price of the Product, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Product, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.
 

LIMITED WARRANTY: Seller warrants all Products will be free from material defects in material and workmanship in accordance with the applicable warranty periods and conditions set forth below. Upon the expiration of the time periods below, all liabilities of Seller will terminate. Certain products may be subject to a separate software license agreement.

• Standard Limited Warranty – When purchased from Seller directly or through an authorized reseller, the Standard Warranty is granted to the original purchaser by Seller for a period of 90 days for parts and labor. The Standard Limited Warranty does not apply to batteries. Subject to the terms of this Section 7, Seller shall, in its sole discretion, either repair or replace such Product (or the defective part) with respect to any such Product during the 90 day warranty period. All warranty returns shall be done in accordance with Seller’s warranty Return Merchandise Authorization policy, set for the below. Seller may use refurbished parts for repairs or replacements. Any repaired or replaced Product shall be warranted as set forth in this section for a period the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day period as set forth above. The Standard Limited Warranty effective date is the date of shipment from San Luis Obispo, CA.

• Exclusive Battery Warranty – Seller warrants that batteries purchased or included with the Product will be free from defects in materials and workmanship at the date of purchase by Buyer. Battery product warranty is limited to original defects in material and workmanship. Due to the nature and use of these batteries, there is no post-purchase warranty period. Misuse, abuse, incorrect charging, failure to comply with applicable battery warnings and guidelines, and other inappropriate use of this Product are not covered under this warranty.

• Warranty Limitations – All Seller warranties do not cover (i) maintenance, repair or replacement necessitated by loss or damage resulting from any cause other than normal use and operation of the Product in accordance with Seller’s specifications and owner’s manual, including but not limited to: theft, exposure to weather conditions, operator negligence, misuse, abuse, improper electrical/power supply; (ii) alterations, modifications or repairs by Buyer or unauthorized third parties; (iii) accident, disaster, improper handling or storage, droppage, modification, opening sealed components, use of third party accessories or acts of nature or any other peril originating from outside the Product; (iv) transportation damage, lack of or improper maintenance, defective batteries, battery leakage; and (v) cosmetic damage or other non-operating parts. Removal or modification of sealed components, including but not limited to, motors or electronics, voids any and all warranties. Breaking the seal on any sealed components, including but not limited to motors or electronics, is prohibited and voids any and all warranties unless otherwise approved in writing by Seller. Any parts replaced by Seller during warranty repair are the property of Seller and will not be returned to Buyer. The Product is compatible with Seller software, Seller parts and Seller products only. Use of any software, parts, or products, other than Seller or Seller approved software, parts, and products, which plug into or directly affect the function or performance of Seller products voids any and all warranties.

• EXCEPT AS SPECIFICALLY SET FORTH ABOVE, SELLER MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR OTHERWISE AS TO THE PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THE PERFORMANCE OR RESULT OF THE SELLER PRODUCT. THE SOLE REMEDY UNDER THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY SELLER AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER WHEN PURCHASED THROUGH AN AUTHORIZED RESELLER ONLY, AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES. SELLER WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE.

• Third Party Warranty – Goods manufactured by a third party (“Third Party Goods”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Product. Third-Party Goods are not covered by the warranty in Section 7(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

• Non-Warranty Repair – Product that no longer qualifies for Warranty Repair may be sent to Seller subject to an evaluation fee. Seller will provide a quotation for the repair of the Product. The Customer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, storage, and shipping costs. The evaluation fee will be applied to the cost of the refurbishment if the cost of the refurbishment is greater than the evaluation fee. Any repaired or replaced product shall be warranted for ninety (90) days after it is received by Buyer. Only the components that were repaired or replaced will be eligible for the 90-day warranty period. Any parts replaced by Seller during non-warranty repair are the property of Seller and will not be returned to Buyer. Seller may use refurbished parts for non-warranty repair. Options for repair of discontinued or out-of-warranty products are subject to parts availability.

• THE REMEDIES SET FORTH IN SECTION 7 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7.
   

RETURNS: Buyers must obtain a Return Merchandise Authorization (“RMA”) prior to the return of any Product. Product, except batteries, may only be returned for refund within fourteen (14) days of original delivery by Seller at shipped address specified by Buyer, provided the Product is in as new condition and passes Seller quality control, for a 10% restocking fee.

• Factory Seal – If the factory seal on the Product has been broken, a return will not be accepted, unless Seller gives specific approval for such a return after evaluation and the returned Product is subject to a 10% restocking fee. All equipment must be shipped in as new condition and in the original shipping materials. Refunds are subject to an evaluation of the merchandise upon receipt at Seller as defined above, in addition to other tests to ascertain the condition of returned goods. A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of Product at Seller.

• Shipping – Buyer is responsible for shipping costs to return Product to Seller. The shipping costs must be prepaid and the Product should be shipped in its original container, or an equivalent, properly packed to withstand the hazards of shipment and be fully insured.

• Buyer has ten (10) days from the date the RMA is issued to deliver the Product to Seller. All Product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and Seller will return Product to Buyer and Buyer will assume all shipping costs.

• Dangerous Goods Requirements – Buyer acknowledges that Buyer has been advised of the Dangerous Goods shipping requirements relating to lithium ion batteries. If Buyer’s return includes a lithium ion battery, Buyer agrees to have the battery shipped by a certified shipper of Dangerous Goods. Buyer further agrees not to attempt to ship any lithium ion battery that has been physically damaged. Buyer agrees to indemnify and hold Seller and its employees harmless from any and all liability arising from Buyer’s failure to comply with this provision.
   

COMPLIANCE WITH LAW: Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Product under this Agreement. Buyer assumes all responsibility for shipments of Product requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Product.
 

LIMITATION OF LIABILITY: IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR ENHANCED DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED). IN NO EVENT SHALL SELLER’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO SELLER FOR SUCH PRODUCT. IN NO EVENT WILL SELLER BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT WILL SELLER BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY TO DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
 

INDEMNIFICATION: Buyer shall indemnify, defend, and hold Seller and Seller’s officers, agents, other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by Buyer’s misuse of the Product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this Agreement by Buyer.
 

PROPRIETARY INFORMATION: Seller retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all Seller designs, manufacturing processes, engineering details, and other data pertaining to any Product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of Seller. The Products are offered for sale and sold by Seller on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. Seller and its licensors expressly reserve all intellectual property rights in the Product. Without limiting the foregoing, all software included in the Products (including any updates to such software provided to Buyer, if applicable) is licensed to Buyer, not sold, and Buyer shall not transfer any such software apart from the Product, or modify, decompile, disassemble or reverse engineer or otherwise attempt to derive the source code of such software.
 

TAXES: Prices do not include any sales, local or other similar taxes. Where applicable, taxes will be shown on and added to your invoice. All such taxes shall be paid by Buyer.
 

RESALE: Buyer certifies and agrees that Buyer is purchasing the Product for Buyer’s own use only and not for resale. Buyer shall not resell the Product or remove components from the Product for resale.
 

NON-WAIVER: No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
 

GOVERNING LAW AND EXCLUSIVE JURISDICTION: This Agreement is to be interpreted in accordance with the laws of the State of California, United States of America. The sale of any Seller Product to Buyer is considered to have taken place in San Luis Obispo County, California and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement shall be San Luis Obispo County and both Buyer and Seller waive all rights to have a dispute brought elsewhere.
 

FORCE MAJEURE: Seller shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of Seller. Quantities are subject to availability. In the event of shortage, Seller may allocate sales and deliveries in its sole discretion.
 

SEVERABILITY: If any of the terms and conditions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.
 

SURVIVAL: Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information Governing Law, Exclusive Jurisdiction and Survival.

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