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.

Order of Precedence; Related Terms. These Terms govern the sale of Products, including pricing, payment, delivery, title, risk of loss, inspection, returns, and limitations of liability. Manufacturer warranty obligations are governed by Seller’s Standard Limited Warranty (“Warranty Policy”). If Buyer purchases a Certified Refurbished Unit (“CRU”) or an optional service plan (including Inspired Care), the applicable CRU policy and/or service plan terms
apply only to the specific Products covered by those terms.

In the event of a conflict among applicable documents, the following order controls, but only as to the subject matter governed by each document:

a) A mutually executed written agreement signed by an authorized officer of Seller that
expressly overrides these Terms;
b) Inspired Care terms, but only for covered aircraft during an active plan term;
c) The CRU policy, but only for CRU transactions;
d) The Warranty Policy;
e) 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 Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner.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).

All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes.
 

TERMS OF PAYMENT:

• All orders must be paid in accordance with agreed upon terms stated in a 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 a 3% processing fee. All orders are payable in U.S. Dollars (USD).
   

• 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 attorneys’ fees. In addition to all other remedies available under these Terms or at law, Seller shall be entitled to suspend delivery of any Product if Buyer fails to pay any amounts when due and such failure continues for ten (10) days following written notice.
   

• 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 or refund any such payment made by Buyer.
   

DELIVERY:

Unless otherwise provided by Seller in writing, all Product shipments shall be made FOB Seller’s facility in San Luis Obispo, California (“Delivery Point”). Buyer shall be the importer of record for all purchased Product, if applicable, and shall be solely responsible for all importation requirements, including licenses and regulatory approvals for shipment to destinations outside the United States. Notwithstanding the foregoing, if Buyer elects to use Buyer’s preferred freight forwarder, shipments will be made EXW Seller’s facility in San Luis Obispo, California.

In the absence of specific shipping instructions from Buyer, Seller will ship by the method it deems, in its sole discretion, commercially reasonable and appropriate. Unless otherwise specified, Product will be shipped in standard commercial packaging. If Buyer requests special packaging, handling, or export instructions, any additional costs shall be borne by Buyer. Seller reserves the right to reject any requested shipping or packing methods.

Delivery dates, if any, are estimates only and not guarantees. 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.
 

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 all of Buyer’s right, title, and interest in and to the Product, wherever located, and whether now existing or hereafter arising or acquired, 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.
 

INSPECTION AND REJECTION OF NONCONFORMING GOODS:

Buyer shall inspect the Product within fourteen (14) days after receipt of Product (“Inspection Period”). Buyer will be deemed to have accepted the Product unless it notifies Seller in writing of any Nonconforming Product during the Inspection Period and follows the procedures set forth in Section 8 (Returns). "Nonconforming Product" means the Product shipped is different than identified in the signed quote or purchase order. 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:

1. Replace such nonconforming Product with conforming Product; or
2. Credit or refund the purchase price for such nonconforming Product, together with any
reasonable shipping and handling expenses incurred by Buyer in connection therewith.

6.1 Certified Refurbished Unit (CRU) Return Clarification

A CRU is sold as a Certified Refurbished Unit (Aircraft + GCS/controller + case) and is subject to the same return mechanics in this Section unless Seller publishes CRU-specific return terms in writing. Batteries are not part of the CRU sale and must be purchased separately as new products.​

Buyer acknowledges and agrees that the remedies set forth in Section 6 are Buyer's exclusive remedies for Nonconforming Product.
 

LIMITED WARRANTY:

Seller warrants all Product will be free from material defects in material and workmanship,
subject to the applicable warranty periods, limitations, and conditions set forth in Seller’s Limited
Warranty Policy. Upon expiration of the applicable warranty period, all obligations and liabilities
of Seller under the warranty shall terminate, except as otherwise expressly stated in the
Warranty Policy.
​

RETURN MERCHANDISE AUTHORIZATION:

Buyer must obtain a Return Merchandise Authorization ("RMA") prior to shipping any Product to Inspired Flight for warranty service or repair. RMA requests must include a description of the issue or required service. Products received without a valid RMA number will not be accepted. Unless otherwise stated in writing by Seller, eligibility for warranty service and repair, applicable turnaround times, and any associated fees are governed by these Terms.

8.1 Shipping

Buyer is responsible for shipping costs to return Product to Seller. 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.

8.2 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 at all times comply with all laws applicable to Buyer's performance of its obligations hereunder, and Buyer's use of the Product. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Product, and (b) not engage in any activity or transaction involving the Product, by way of shipment, use, or otherwise, that violates any law. 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 or any of its representatives be liable for any indirect, consequential,
punitive, incidental, special, exemplary, or enhanced damages, or any damages whatsoever resulting from lost profits or revenues or diminution of value, loss of use, data, profits, goodwill, business interruption, or procurement of substitute goods, regardless of (a) whether such damages were foreseeable, (b) whether 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. Seller shall not be liable for loss of or damage to any payload, third-party component, battery, accessory, controller, computer, peripheral, or other property other than the covered Product itself.

SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED ONE TIME THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR SUCH ORDER.
 

INDEMNIFICATION: 

Buyer shall indemnify, defend, and hold harmless Seller and Seller’s officers, directors, employees, agents, representatives, and licensors from and against any and all demands, claims, actions, causes of action, proceedings, suits, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs, and expenses of every kind (including reasonable attorneys’ fees) arising out of or relating to:

(a) any personal injury, death, or damage to property, to the extent proximately caused by Buyer’s misuse of the Product or by the negligent or willful acts or omissions of Buyer; or
(b) any breach of this Agreement by Buyer.
 

PROPRIETARY INFORMATION:

Seller retains for itself and its licensors all proprietary rights, including 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 rights have been assigned pursuant to a written agreement signed by 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, under any intellectual property or manufacturing process. Seller and its licensors expressly reserve all intellectual property rights in the Product. All software included in the Products is licensed to Buyer, not sold, and Buyer shall not transfer such software apart from the Product, or modify, decompile, disassemble, reverse engineer, or
otherwise attempt to derive the source code of such software.
 

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.
 

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 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 this Agreement shall be San Luis Obispo County, California, 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.
 

NO THIRD-PARTY BENEFICIARIES:

This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.