Unless otherwise specifically agreed to in writing and signed by an authorized employee of Industrial Technics Corp, the following terms and conditions of sale (together with the attached quote or invoice, referred to herein as the “Agreement”) applies to all sales of products by Industrial Technics Corp to Buyer. Any different or additional terms and conditions proposed by Buyer in its purchase order, or otherwise, are objected to by Industrial Technics Corp and shall not form part of the Agreement. Buyer’s assent to this Agreement and Buyer’s acceptance of all or part of the products ordered shall be conclusive proof of Buyer’s failure to reasonably object to any terms and conditions of the Agreement. This Agreement represents the entire agreement of the parties and all proposals, negotiations, representations or agreements made or entered into prior to or contemporaneously with this Agreement, whether verbal or written, are cancelled and superseded by this Agreement.

TERMS OF SHIPMENT AND ACCEPTANCE. Industrial Technics Corp will make products available to Buyer FCA (Incoterms 2020) Industrial Technics Corp’s warehouse and loading facility located at Miami Lakes, Florida (“ITC Premises”), or the location of the “drop shipment” noted on Industrial Technics Corp quote or invoice (the “Delivery Location”). Title to any products purchased by Buyer pursuant to the Agreement shall pass at the same time as risk of loss passes to Buyer at the Delivery Location, i.e., upon the products being loaded onto the carrier arranged by or on behalf of Buyer at ITC Premises. Seller shall be responsible for export packaging suitable for one-way shipment by air and/or surface transportation; Buyer shall be responsible for arranging carriage, export clearance formalities, and all associated costs from ITC Premises onward, unless otherwise agreed in writing. By accepting products at the Delivery Location, Buyer agrees that the products are free of defects, which a reasonably careful inspection would disclose. 

PRICES AND TAXES. All quotations are made for immediate acceptance and are subject to change without notice prior to acceptance. Prices are stated in United States Dollars, exclusive of sales, use, excise, customs, duties, value added taxes, goods and services taxes or similar taxes (collectively, “Taxes”), and are subject to any price adjustment necessitated by Industrial Technics Corp compliance with any act of government. Consistent with the FCA (Incoterms 2020) delivery terms set forth in this Agreement, Seller shall be responsible for all export clearance formalities and any export duties, customs charges, and Taxes arising in respect of the products up to the Delivery Location. Except for those Seller obligations, Buyer is responsible for all other Taxes and charges arising from the sale, shipment, delivery or use of any products identified in the Agreement and will pay, reimburse, indemnify and hold Industrial Technics Corp harmless for any such Taxes or charges that may be levied by any governmental agency on Industrial Technics Corp, the products, or Buyer as a result of the sale, shipment, delivery, or use of any products.

PAYMENT AND DELIVERY. It is specifically understood and agreed that the title to all products listed or included in the foregoing Agreement shall remain with Industrial Technics Corp until full payment of same has been received, and the funds have cleared. All payments shall be made in United States Dollars, in full, prior to shipment of the products and prior to issuance of any ATA Spec 106 Certificate of Ownership Transfer or equivalent title/ownership document for the product, except where Industrial Technics Corp has, at its sole discretion, authorized or extended credit terms to Buyer in writing for a specific transaction, in which case such terms shall be expressly stated on the applicable Sales Order, quote, or invoice, shall apply solely to that transaction, and shall not be construed as a standing or default term applicable to any other transaction between the parties. Invoices shall be deemed validly issued and delivered upon transmission to Buyer’s designated invoicing email address on file with Seller. Industrial Technics Corp reserves the right to modify or withdraw any credit terms at any time without notice and to require guarantees, security, or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment, Industrial Technics Corp may defer further shipment to Buyer or, at its option, cancel the unshipped portion of Buyer’s order. Buyer agrees to pay interest on all past due invoices at the highest rate allowable under applicable law. 

DATE OF SHIPMENT AND DELAY. Shipping dates are given at the best of Industrial Technics Corp knowledge based upon conditions existing at the time the order is placed, and information furnished by Buyer, and shall be as expressly stated in the applicable Sales Order, quote, or purchase order acknowledgment for each transaction (the “Estimated Shipping Date”). Seller shall use commercially reasonable efforts to have the products ready for shipment by the Estimated Shipping Date. If Seller fails to achieve readiness for shipment within a reasonable grace period beyond the Estimated Shipping Date, Buyer may notify Seller in writing of such failure, and Seller shall have a reasonable opportunity to cure. If Seller fails to cure within a reasonable time following such notice, Buyer may cancel the affected order and shall receive a full refund of any amounts paid for the undelivered products. This right of cancellation shall not apply, and the Estimated Shipping Date shall be extended accordingly, where the delay is caused by: (i) Force Majeure events; (ii) delays attributable to Buyer; or (iii) delays caused by third-party repair stations, overhaul shops, certifying authorities, brokers, or documentation providers involved in sourcing, repairing, or certifying the product, which are outside Seller’s direct control. Industrial Technics Corp is not responsible for any incidental or consequential damage arising from any shipping delay. 

CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT. Buyer’s order may not be modified or rescinded except in writing signed by Industrial Technics Corp and Buyer. If Buyer cancels or modifies all or part of an accepted order after Industrial Technics Corp has commenced procurement, repair, overhaul, or certification work on the applicable product, Buyer shall reimburse Industrial Technics Corp for: (a) all costs actually incurred with respect to that product up to the date of cancellation, including third-party repair/overhaul charges, and (b) a cancellation fee equal to fifteen percent (15%) of the affected order value. In any circumstance, Industrial Technics Corp written consent must be given in advance of Buyer’s return of products for credit. All returns for credit must be made within thirty (30) days of purchase. All returns are subject to Industrial Technics Corp approval and a 15% restocking fee. Notwithstanding the foregoing, no restocking fee shall apply where the return is due to the product being non-conforming, damaged in a manner not attributable to Buyer, defective, or the subject of a valid warranty or traceability claim confirmed in writing by Seller.

FORCE MAJEURE. Industrial Technics Corp shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer, acts of civil or military authority, acts of government, court order, civil unrest, sabotage, adverse weather conditions, labor troubles and shortages of any products, priorities, fire, strikes or other labor disputes, accidents, floods, epidemics, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond Industrial Technics Corp reasonable control. 

LAW AND JURISDICTION. The definitions of terms used, interpretation of this order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of Florida, U.S.A. Any dispute arising hereunder shall be submitted to the courts situated in Miami-Dade County, Florida, which shall have nonexclusive jurisdiction to hear such dispute; provided that, at either party’s election, any dispute may instead be finally resolved by binding arbitration administered by the International Chamber of Commerce (ICC) or the American Arbitration Association (AAA), seated in Miami, Florida, in accordance with the applicable rules of the chosen institution. Buyer agrees to pay all costs and expenses, including reasonable attorneys’ fees and court costs, incurred by Industrial Technics Corp in any action to enforce its rights hereunder. The United Nations Convention on Contracts for the International Sale of Products, 1980, and any amendment or successor thereto is expressly excluded from this order. Buyer hereby waives: (a) the right to a jury trial in any and all proceedings; (b) any and all objections to venue and inconvenient forum in the state and federal courts referred to in this section; and (c) any and all objections to service of process by certified mail, return receipt requested. 

TERMINATION. Industrial Technics Corp may terminate the order at any time by written notice to Buyer if Buyer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Buyer or a substantial part of Buyer’s property.

DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE BEING SOLD “AS IS”, “WHERE-IS” CONDITION, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). IN NO EVENT SHALL INDUSTRIAL TECHNICS CORP BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING CLAIMING ANY WARRANTY OF THE PRODUCTS SHALL BE BINDING UPON INDUSTRIAL TECHNICS CORP UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE. Notwithstanding the foregoing, Seller confirms that all products shall be accompanied by applicable traceability documentation, removal tags, and certificates of conformity/airworthiness release (e.g., FAA Form 8130-3, EASA Form 1, or equivalent) as issued by the relevant authority or organization, and that no product shall be represented as serviceable if it is Beyond Economic Repair (BER) or condemned, unless expressly disclosed to Buyer in writing prior to shipment.

SUSPECT/COUNTERFEIT PARTS. Seller warrants that it maintains traceability and inspection practices consistent with industry standards (including, as applicable, AC 00-56 and AS9100/AS9120) designed to prevent the sale of counterfeit, unapproved, or suspect parts. Buyer agrees to promptly notify Industrial Technics Corp in writing if Buyer identifies or reasonably suspects that any product supplied hereunder is counterfeit, unapproved, or otherwise suspect, and to preserve the product and its accompanying documentation pending Seller’s investigation. 

INDEMNIFICATION. Buyer shall assume all loss and liability of any nature whatsoever arising out of the use, possession, or resale of said products, and agrees to indemnify, protect, defend and save, and hold Industrial Technics Corp, its affiliates, and their respective officers, directors, employees and agents (hereinafter the “Indemnitees”) harmless with respect to any claim, suit, action or judgment of any kind arising out of such use, possession or resale, regardless of whether caused by the negligent acts (or omissions) of any of the Indemnitees. 

THIRD-PARTY FEES. Industrial Technics Corp and Buyer each indemnifies the other party from liability for fees, commissions or other claims made upon the other by third party brokers or finders when such claims were caused by the indemnifying party. 

LIMITATION OF LIABILITY. Each party’s liability on any claim of any kind, including negligence, for any loss (including death) or damage arising out of or connected with, or resulting from this order, or from the performance or breach thereof, or from the manufacture, sale, delivery, or use of any products covered by or furnished under this order, shall be limited to direct damages only and shall in no case exceed the purchase price allocable to the respective product which gives rise to the claim. Any such liability shall be conditioned on Industrial Technics Corp having been paid in full for the product giving rise to the claim, and the claiming party providing prompt written notice of any claim within the warranty period, if any, expressly stated in the applicable Sales Order, quote, invoice, or repair order for the product giving rise to the claim; absent any such stated warranty period, notice shall be provided within ninety (90) days from the date of delivery of the product. In no event shall either party be liable for special, incidental, indirect, punitive, or consequential damages including, without limitation, lost revenue or profit and cost of replacement products.

CONFIDENTIALITY. Each party agrees to keep confidential, and not disclose to any third party without the other party’s prior written consent, any pricing, commercial terms, technical data, or other non-public business information disclosed by the other party in connection with this Agreement, except as required by law, regulation, or governmental authority, or as reasonably necessary to complete the transaction (including disclosure to carriers, financing sources, or certifying authorities). This obligation shall survive the completion, termination, or expiration of the applicable order. 

SEVERABILITY. Any provision of this order which is prohibited or unenforceable in any jurisdiction shall, only as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision shall remain effective in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect. 

ASSIGNMENT AND WAIVER. Buyer may not assign, in whole or part, the Agreement without prior written consent of Industrial Technics Corp. Failure by Industrial Technics Corp to assert all or any rights upon breach of this Agreement shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment. No written waiver of any right shall extend to or affect any other right Industrial Technics Corp may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach. 

EXPORT. Buyer understands that the products and/or technology to be purchased by it pursuant to this Agreement are subject to export controls under the laws of the United States, including but not limited to: (i) U.S. export regulations governing the export, transfer, or re-export of U.S. manufactured products, and products containing U.S. components, software, or technology as set forth in the U.S. Export Administration Regulations (EAR), 15 C.F.R. §§ 772 et seq.; (ii) U.S. export regulations and laws restricting U.S. companies and their foreign affiliates and subsidiaries from doing business with certain embargoed countries and entities as set forth in the U.S. Foreign Asset Control Regulations (FACR), 31 C.F.R. §§ 500 et seq.; and (iii) the International Traffic in Arms Regulations, 22 C.F.R. §§ 120 et seq.

Buyer agrees, warrants and represents that it will not export or re-export the products, technology, or products manufactured from the technology that are the subject of this Agreement in violation of the export laws of the United States.

RECLAMATION AND RIGHT OF SET-OFF. This provision shall apply if Industrial Technics Corp has: (a) delivered the products to Buyer on credit; or (b) financed the sale of the products to Buyer. As a condition of Industrial Technics Corp allowing the Buyer to accept delivery of the products on credit, Buyer represents and warrants to Industrial Technics Corp that Buyer is solvent and is not presently a debtor in any bankruptcy case in any court of competent jurisdiction. In the event of Buyer’s insolvency, the Agreement shall constitute a demand by Industrial Technics Corp for reclamation of the products in accordance with Section 2-702 of the Uniform Commercial Code and Section 546(c)(1) of the United States Bankruptcy Code. In the event of Buyer’s insolvency, Buyer does hereby waive any defenses to Industrial Technics Corp’s right to reclamation of the products sold, and Buyer shall promptly return possession of the products to Industrial Technics Corp. Buyer hereby grants Industrial Technics Corp a purchase money security interest in, and a lien on, solely the specific product(s) sold to Buyer on credit under the applicable Sales Order, quote, or invoice, and any identifiable proceeds thereof (including insurance proceeds), to the extent such product(s) remain unpaid, as security for the performance of Buyer’s payment obligations with respect to that specific transaction. This security interest shall not extend to any other assets, inventory, products, or property of Buyer, including any other products of Industrial Technics Corp in Buyer’s possession under a separate transaction, unless such other transaction is itself unpaid, in which case this provision shall apply separately to that transaction’s own product(s).

 TRANSPORTATION SECURITY REQUIREMENTS. Buyer agrees to make a good faith effort to require its agents (including, but not limited to, brokers and freight forwarders) to (i) comply with all applicable transportation security laws and regulations, and (ii) provide proper identification and purchase order number when picking up products from Industrial Technics Corp. 

NOTICES. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by email (with confirmation of transmission) to the address on file for the receiving party, or when delivered by hand, courier, or certified mail, return receipt requested, to the address stated on the applicable Sales Order, quote, or invoice. Either party may update its notice address by written notice to the other party.

ENTIRE AGREEMENT. The Agreement governs the sale of products by Industrial Technics Corp notwithstanding any different, conflicting, or additional terms or conditions which appear on any purchase order or other business form submitted by Buyer; such different, conflicting, or additional terms submitted by Buyer will not become a part of the contract of sale between Industrial Technics Corp and Buyer and are expressly rejected by Industrial Technics Corp. Notwithstanding the foregoing, this Agreement may be supplemented or modified for a specific transaction by: (i) a written addendum or side letter signed by an authorized representative of both parties; (ii) a Sales Order or quote issued by Industrial Technics Corp that expressly states different or additional terms and that has been signed, approved, or accepted in writing (including by email) by Buyer; or (iii) an email exchange between authorized representatives of both parties that expressly confirms the specific term(s) being varied and the transaction to which they apply. In any such case, the varied term(s) shall govern over this Agreement solely to the extent expressly stated, and solely for the specific transaction identified, and shall not be construed as amending this Agreement generally or as applicable to any other past or future transaction. No purchase order, business form, or other communication from Buyer that Industrial Technics Corp has not affirmatively signed, approved, or accepted in writing under (i), (ii), or (iii) above shall be construed as amending this Agreement.