Terms and Conditions

Parties and Background. For the purpose of these Terms and Conditions, “AES” shall mean Advanced Electronic Services, Inc. or any subsidiary or affiliate entity of Advanced Electronic Services, Inc. “Customer” shall mean the person or entity identified in the quotation or purchase order that is seeking to purchase products and/or services from AES as described in the Customer’s purchase order or the quotation from AES, as applicable. AES is a distributor of industrial equipment and a provider of industrial equipment repair, engineering services, system integration services, and contract manufacturing services.

Application. These Terms and Conditions, together with Customer’s related quotation and/or purchase order, govern the relationship between Customer and AES and apply to: i) all sales of equipment, parts, supplies, materials, systems or other personal property (individually and collectively, “Equipment”) by AES to Customer; ii) all manufacturing, assembling, integration, upgrading and/or engineering of Equipment by AES for Customer; and/or iii) all repairs to Equipment by AES for Customer. Customer acknowledges and agrees that these Terms and Conditions are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale, manufacture, assembly, integration, upgrade and/or engineering of Equipment by AES to Customer and/or repair of Equipment by AES for Customer (such documents including these Terms and Conditions are collectively referred to as the “Agreement”). Such Agreement represents the complete and exclusive statement of the parties’ agreement and supersedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Customer are not part of the parties’ Agreement in the absence of AES’ written acceptance thereof in a separate writing. Any terms or provisions in the Customer’s purchase order or other documents which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The acceptance of AES’ quote or the issuance or placing of a purchase order by the Customer shall constitute acceptance of these Terms and Conditions.

Quotations. No verbal quotations will be valid. Customer acknowledges that only written quotations that specifically identify the Equipment being sold, manufactured, assembled, integrated, upgraded, engineered, serviced and/or repaired by AES and list the quantity of Equipment being sold, manufactured, assembled, integrated, upgraded, engineered, serviced and/or repaired, may be relied upon by Customer. All clerical errors in quotations are subject to correction by AES. All quoted items are subject to prior sale and availability of stock and/or manufacturer product selections may vary.

If Customer decides not to have an item repaired after it has been received by AES for evaluation and quoted, then AES will ship the Customer’s item back to the Customer via ground transportation. Customer is responsible for any shipping and handling charges to have the item returned un-repaired or AES will dispose of the item if so requested by Customer. If AES has completed an evaluation of an item in order to provide a repair quote, an evaluation charge will be incurred and is the responsibility of the customer if the repair quote is not approved and the item is returned un-repaired to the Customer. The evaluation charge is fifteen (15%) percent of the repair quote and is only applicable to mechanical and hydraulic equipment including, but not limited to electric motors, hydraulic cylinders, hydraulic pumps, vacuum pumps, gearboxes, etc.

Customer acknowledges that not all items are repairable and there are times when once the repair is in process, it will become evident that the item has extensive damage, which may cause it to be unrepairable. If AES determines, in its sole discretion, that an item is not reasonably capable of being repaired, then AES will make every effort to quote Customer a new or pre-owned comparable item of Equipment. If none of these options fulfill the Customer’s requirements, then AES will ship the Customer’s item back to the Customer via ground transportation. Customer is responsible for any shipping and handling charges to have the item returned un-repaired or AES will dispose of the item if so requested by Customer.

Pricing. Prices for Equipment, services and other related information shown in any AES or manufacturer product publication, including but not limited to catalogs, brochures, and web sites, are stated in U.S. Dollars and subject to change without notice and are not to be construed as a definite quotation or offer to sell by AES. Such literature is maintained only as a source of general information, and any prices shown therein are subject to confirmation with a specific quotation and/or an accepted purchase order. Unless otherwise agreed in writing between AES and Customer, AES reserves the right to increase or decrease any price with any such increase or decrease to apply to any purchase order that has not been accepted by AES as of the effective date of such change. Such price change will not apply to any purchase orders that have been accepted, or pursuant to which Equipment has been shipped and billed prior to the effective date of the price change. Prices do not include related freight charges, duties, Customs’ charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority (collectively, “Taxes and Fees”) unless otherwise expressly agreed to in writing by AES, all of which charges and taxes shall be paid by the Customer. Delivery of Equipment will be F.O.B. Ex Works (EXW) and all transportation costs for all Equipment shipped by AES shall be billed to and prepaid by the Customer or charged to the Customer’s consignee freight account.

Lead Times. Our standard lead times for our services are as follows. New & Pre-owned – If the product is in stock at AES, the product should ship within seventy-two (72) hours from your order confirmation. Otherwise, as stated in the quotation.

Repair – Ten (10) business days from your order confirmation unless otherwise stated on the quotation.

All other services (manufacturing, assembling, field service, integration, upgrading and/or engineering) – as specified on quotation.

Delays. Notwithstanding the foregoing, the standard lead times provided by AES herein are intended to be an estimate and time for delivery or completion shall not be made of the essence. AES shall not be liable for damages or delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by any agency of the United States Government, acts of God, accidents, strikes, insurrections, war, shortage of materials, lack of transportation and failure of performance of subcontractors or suppliers for similar reasons. Failure of Customer to perform for these reasons shall not be grounds for Customer’s cancellation of its order but the delivery date shall be extended accordingly.

Shipping and Handling. All freight and shipping charges are billed to the Customer. All products become the property of the Customer upon transfer to the carrier. Delivery terms are F.O.B Ex Works (EXW) unless otherwise noted. Unless specific shipping instructions are given, AES will determine the best shipping method. AES is not responsible for any damages to the product or for lost products that occurs in transit. In the event that this occurs, it is the responsibility of the customer to obtain photographs of the damage, make appropriate notations on the delivery receipt from the carrier, and obtain an inspection report if available. Prices do not include shipping, freight, or handling fees unless expressly stated on the quotation or invoice. All shipments are subject to a handling fee of $8.50 per invoice.

Rush Fees. Rush service is available for New, Pre-owned, and Repair orders. An additional fee will be applied for expedited service. New & Pre-Owned Products will incur a rush fee of $150.00 and will be shipped the same business day if the order is received by 3:00 PM EST assuming the product is in stock at AES or an AES supplier. If the product is in stock at a supplier, delays beyond the control of AES could occur. If the product does not ship within 48 hours of your order confirmation, there will be no rush fee added to your invoice unless otherwise specified on the quotation. Repair Items will incur a rush fee of twenty-five percent (25%) of the individual repair item’s price with a minimum of $150. Rush repair items will be repaired within seventy-two (72) hours of your order confirmation. AES shall not be responsible for any unforeseen delays due to parts and/or material availability, freight, or customs clearance. AES shall not be responsible for any lost hours or production, lost revenue, or other costs incurred by Customer as a result of the equipment failure. Rush service for contract manufacturing, field service, and system integration services will be calculated and provided with the quotation of service on a case-by-case basis.

Field Service. All services provided to Customer at Customer site is provided as stated in the quotation. The Customer shall provide any and all necessary specialized labor, parts, tools, instruments, materials or other necessary materials or support required for the service being provided unless expressly written on the quotation. AES field service technicians and staff are not authorized to agree to or sign any agreement or other legal document that will impose indemnities of any sort on AES. AES in no event shall be liable for any special or ordinary liabilities or damages, incidental or penal, arising from the service, be it as a result of breach of contract, warranty, test, (including negligence), strict liability or otherwise. AES will not be made liable for any gratuitous information or assistance whatsoever given by any of its employees or contracted third parties concerning parts, products, or service supplied by them.

Taxes. Prices quoted do not include (and Customer shall pay) all Taxes and Fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale, service, repair or delivery of the Equipment by AES including, but not limited to, sales, use, excise or similar taxes, with the exception of AES’ income tax obligations arising out of the sale of the Equipment or repair services by AES.

Terms of Payment. Unless otherwise specifically agreed in writing by AES, the total price for Equipment or services provided by AES to Customer is due and payable to AES, without setoff or other deductions or charges on the date of Customer’s receipt of the AES invoice, unless AES extends to Customer separate open account credit subject to all terms as specified in AES’ standard Credit Agreement, a copy of which shall be provided to Customer upon request. Payment tendered at (or before) time of invoice may be made in the form of cash, check, ACH, or credit card. Open account credit may be extended at AES’ sole discretion upon satisfactory credit review and will be subject to the terms specified in AES’ Credit Agreement. Payments tendered by Customer in settlement of any open account balances may be made via cash, ACH or check. Any amounts due by Customer to AES that do not adhere to the payment terms will be subject to a late charge of two (2) percent per month on the unpaid balance of the invoice. If the amount of the invoice exceeds one thousand five-hundred dollars ($1,500), the late charge will become a flat fee of thirty dollars ($30) per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiver by AES of any rights and remedies in connection with a default by Customer. Customer will pay all court costs, attorney fees, and other costs incurred by AES in collecting past-due amounts, including interest. Any payment made by credit card is subject to a three percent (3%) processing fee in addition to the invoice total.

If shipment or delivery of Equipment is delayed by or at the request of Customer, payment will remain due in full from the date of AES’ invoice. In such event, AES may impose, and Customer shall pay, storage charges and other incidental expenses incurred by AES as a result of the delay in addition to any interest on late payments as described above, at such rate as determined by AES in its sole but reasonable discretion. If, in AES’ judgment, the financial condition of Customer at the time Equipment is ready for shipment or repairs are ready t be performed does not justify the payment terms specified, AES reserves the right to change these terms or to require full payment or partial payment in advance. All open account sales are subject to the approval of AES’ credit department.

For export trade, terms of payment shall be made by way of sight-draft against letter of credit payable in the United States. Letters of credit must be irrevocable and confirmed by a United States bank or financial institution acceptable to AES.

Purchased Product Warranty & Return Policy

Definitions of Product Conditions

• New – The product is new and has never been used. It may or may not be in its original factory packaging. If in its original factory packaging, it may be opened. If not in its original factory packaging, it is repackaged in AES packaging. Products may be part of an older series, style, weathered, or discolored.
• Pre-Owned – The product has been used previously and has undergone testing to ensure functionality. It may not include manual(s) or other accessories normally supplied when buying a new product. Products may be part of an older series, style, weathered, or discolored.

Non-Warranty Returns

• If a customer is dissatisfied with any New or Pre-owned product purchased from AES, the customer may return the product within thirty (30) calendar days of the invoice date. A minimum 25% restocking fee will apply to all non-warranty returns. The restocking fee may be greater than 25% if stated on the original quotation or order. AES reserves the right to refuse products based on the cosmetic condition of the product or packaging once returned. A credit on the customer’s account will be issued for the product only after receipt, inspection, and acceptance of the return.
• All New items and products sold by AES directly from the original manufacturer are subject to the terms of any and all original manufacturer’s return policies that may apply. The ability to return these products will vary depending on the manufacturer. Some manufacturers consider items to be non-cancellable and/or non-returnable after the purchase order is placed, yet others may allow returns with an applicable restock charge. AES will attempt to accommodate any cancellations or returns, but any charges will be incurred by the customer.
• It is the customer’s responsibility to pay for shipping charges incurred when returning a non-warranty item.

Warranty Returns Items purchased from AES may not be covered by the manufacturer’s warranty based on when the item was purchased by AES from our supplier and whether a manufacturer’s warranty was active at the time that AES acquired the item. However, the item is covered by our 2-year Warranty, the terms of which are set forth below.

• AES warrants that the good(s) sold pursuant to a particular order shall be free from defects in materials and workmanship for a period of two (2) years from the date the customer is invoiced for the good(s) (“the Warranty Period”). The foregoing warranty shall only be applicable to goods stored, installed, handled, operated, or otherwise used under normal conditions.
• All warranties are provided by AES, not the manufacturer (unless expressly stated on the quotation that the manufacturer’s warranty applies). All warranties issued herein are non-transferable without the prior written consent of AES.

-If, during the Warranty Period, a customer wishes to make a “Warranty Claim”, the customer shall provide notice using the following methods:

-E-mail their Sales Representative, Account Manager, or sales@aesintl.com

-Call: 1-866-386-1001 and speak with a Sales Representative or Account Manager.

• Upon receipt of a Warranty Claim, AES will provide instructions to return the Repaired Goods back to the repair facility for evaluation.
• Freight and rush fees for goods returned under Warranty Claims shall remain the responsibility of the Customer.
• AES’ obligation shall be limited to the repair or replacement, in the discretion of AES, of any such New or Pre-owned product (or part/component thereof as AES determines) free of charge to our customer. If AES determines that the New or Pre-owned product cannot be repaired or replaced, AES shall credit the customer’s account in an amount equal to the sum paid for the services.
• Any warranty claim must be received before the end of the Warranty Period, together with the return of the New or Pre-owned product within this same period.
• This warranty is given in lieu of any other warranties, either express or implied, including that AES disclaims any warranty of merchantability, fitness for a particular purpose and/or non-infringement. In no event shall AES be liable for any damages except actual damages up to, but not exceeding, the amount paid to AES for the Repaired Good(s). Further, AES shall not be liable for any special damages including consequential damages, incidental damages, lost profits, or lost revenue.

Repaired Goods Warranty & Return Policy

Definition of Repaired Goods

• Repaired Goods – The item is defective customer property sent to AES for repair. The item has undergone repair and testing to the extent possible and is returned to the customer in a functional state.

Warranty Returns

• AES warrants all repaired items to be free from defects in workmanship provided and parts supplied by AES. Any warranty within the indicated time periods will be repaired or replaced at no cost to the customer or full credit for the services will be given, provided that AES is immediately notified and provided with the necessary information to allow the proper resolution of the problem. As indicated below, the warranty period starts on the date shipped from AES.
• AES warrants that the components repaired pursuant to a particular repair order (“Repaired Goods”) shall be free from defects in materials and workmanship for a period of two (2) years from the date the customer is invoiced for the Repaired Goods (“the Warranty Period”). The foregoing warranty shall only be applicable to Repaired Goods stored, installed, handled, operated, or otherwise used under normal conditions. All Repaired Goods shall carry the two (2) year warranty unless otherwise specified in writing on the repair estimate or repair quote provided by AES. If a warranty period of less than two (2) years is specified, the same warranty will apply, but only for the period specified on the repair estimate or repair quote.
• If during the Warranty Period, a customer wishes to make a Warranty Claim, the customer shall provide notice using the following methods:

-E-mail their Sales Representative, Account Manager, or sales@aesintl.com

-Call: 1-866-386-1001 and speak with a Sales Representative or Account Manager.

• Upon receipt of a Warranty Claim, AES will provide instructions to return the Repaired Goods back to a repair facility for evaluation.
• Freight and rush fees for goods returned under Warranty Claims shall remain the responsibility of the customer.
• AES’ obligation shall be limited to the repair or replaceiment, in the discretion of AES, of any such Repaired Good (or part/component thereof as AES determines) free of charge to our customer. If AES determines that the Repaired Good cannot be repaired or replaced, AES shall credit the customer’s account in an amount equal to the sum paid for the services.
• Any warranty claim must be received before the end of the Warranty Period, together with the return of the Repaired Goods within this same period.
• This warranty is given in lieu of any other warranties, either express or implied, including that AES disclaims any warranty of merchantability, fitness for a particular purpose and/or non-infringement. In no event shall AES be liable for any damages except actual damages up to, but not exceeding, the amount paid to AES for the Repaired Good(s). Further, AES shall not be liable for any special damages including consequiential damages, incidental damages, lost profits, or lost revenue.
• AES will hold repairs deemed beyond economical repair by AES, for a maximum of 180 calendar days. After 180 days, AES will process and recycle the parts.

Warranty and Returns for Contract Manufacturing, Field Service, and System Integration Services

For any contract manufacturing, field service or system integration services provided to any customer, the warranty and return policy will be set on a case-by-case basis which is determined and set forth prior to the start of any services and is documented in writing within the quotation provided to the customer.

AES warrants all items are to be free from defects in workmanship provided and parts supplied by AES related to contract manufacturing, field service or system integration services. Any warranty within the indicated time periods will be repaired or replaced at no cost to the customer or full credit for the services will be given, provided that AES is immediately notified and provided with the necessary information to allow the proper resolution of the problem. As indicated below, the warranty period starts on the date shipped from AES.

Unless otherwise specified, AES warrants all products produced through contract manufacturing, field service, or system integration services to be in working order in accordance with the product’s drawing, schematics, and/or technical documentation for a period of thirty (30) calendar days.

Warranty service for field services shall only be provided during the normal workday hours of 8:00 AM to 5:00 PM, Monday through Friday. Customer requests for warranty service on an overtime basis will be considered and the time will be limited by the availability of the field service staff. The customer shall be responsible for the premium portion of the overtime hours.

Packaging and Labeling. AES shall not be liable for, and Customer shall bear the risk of, any loss or damage in transit. AES shall mark all containers with necessary lifting, handling and shipping information. Where such packing must conform to definite specifications that differ from AES’s standard provided above in this paragraph, then the Customer shall be charged for the extra cost incurred by AES for such packing. If Customer purchases from AES Equipment for resale by Customer and to which Customer, directly or indirectly, is to apply its own label (or its content), Customer shall ensure that the label contains the content and form as specified by AES in writing, and as may be supplemented or amended by AES from time to time. In the event Customer shall fail to comply with this paragraph, or any other provision of this Agreement, or shall otherwise fail to comply with any labeling requirements existing as a matter of law, Customer shall defend, indemnify, and hold AES harmless from all costs, expenses, liability, damages, fines, penalties, judgments or losses arising with respect thereto.

Cancellation or Termination. All purchase orders that have been accepted by AES are considered final and binding and may not be cancelled, altered or terminated by Customer except upon terms and conditions acceptable to AES, in its sole discretion. Notwithstanding the foregoing, purchase orders for “stock” Equipment only, may be cancelled by Customer upon written notice to AES given at least five (5) days prior to the scheduled shipment date of such Equipment and upon payment by Customer to AES of a cancellation/restocking fee in the amount of at least 15% of the purchase order amount. In no event may Customer cancel any special or custom order. Any deposit or advance payment made by Customer in connection with a cancelled purchase order may be applied by AES to such cancellation/restocking fee. In the event of a cancellation, Customer shall include the purchase order number and purchase order date in its cancellation notice. All Equipment that is the subject of a cancelled purchase order shall remain the sole and exclusive property of AES.

Technical Support. Unless otherwise specifically provided on the quotation or in an accepted purchase order, the Agreement does not include any services of AES in connection with installation, testing, or evaluation of the Equipment. AES will, however, consistent with its capabilities and subject to scheduling acceptable to AES, make available to Customer, at Customer’s expense, technical support services relating to the Equipment at the rates then imposed by AES, together with any out-of-pocket expenses to AES in connection with the technical support. The sole remedy of Customer in connection with any acts or omissions of AES in the provision of technical support will be the provision of further technical support to Customer reasonably required to correct the act or omission. AES shall have no other liability or obligation with respect thereto. Customer will pay all reasonable travel, living expense and mileage associated with rendering Customer on-site service, as well as service charges for personnel at the then current rate. Overtime, weekend, and holiday hours of service are subject to premium charges. Special travel rates may apply to travel in excess of 50 miles one-way from and to the AES base location of such service provider.

Access and Confidentiality. Unless approved in writing by an officer of AES, any access to AES’s facilities, records, or data by Customer or customer(s) of Customer, as well as respective agents or representatives of Customer, for whatever purpose, shall exclude access to proprietary processes and information. In addition, any such access shall be conditioned upon execution of AES’s standard Visitor Agreement addressing confidentiality and waiver of premise liability claims by Customer. Customer recognizes that AES is the owner of, and/or in possession of certain confidential and proprietary information relating to the development and application of the Equipment, which may include specifications, technological know-how and other types of information or data related thereto (the “Technical Information”). Customer shall not, directly or indirectly, use, disclose, disseminate, or otherwise publish to any third-party any of the Technical Information. Customer shall protect from disclosure AES’s Technical Information to the same extent which Customer seeks to protect its own Technical Information from disclosure (but in no event will Customer exercise less than reasonable measures). The confidentiality obligations herein shall not apply to any Technical Information which (a) at the time of disclosure is in the public domain, (b) after disclosure becomes part of the public domain other than through a breach of a non-disclosure obligation, or (c) was received from a third-party who acquired such information through lawful means and without any breach of a non-disclosure obligation.

Ownership of Work Product. All intellectual property rights, if any, in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the services provided hereunder are and shall remain the sole and absolute property of AES, subject to a non-exclusive license to Customer for its internal use as intended under this Agreement.

Limitation of Liability; Actions. Notwithstanding anything herein to the contrary, in no event shall AES be liable under this Agreement to Customer for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to good will or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. AES’ entire aggregate liability for any claims relating to its services or this Agreement shall not exceed the fees paid or payable by Customer to AES under this Agreement in the twelve (12) month period immediately preceding the events giving rise to such liability. This section shall survive the termination or expiration of the agreement. Except as otherwise expressly permitted herein, no action shall be brought for any claim relating to or arising out of this agreement more than one (1) year after the accrual of such cause of action, except for money due on an open account.

Cooperation of Customer. Customer agrees to comply with all reasonable requests of AES.

Governing Law; Venue. This Agreement shall be governed by the laws of the State of North Carolina without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Surry County, North Carolina. AES and Customer hereby submit to the exclusive jurisdiction and venue of any such court.

Attorneys’ Fees. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.

Collection Expenses. In addition to any other remedies provided for herein, at law or in equity, if AES incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse AES for all such costs, expenses and fees.