TERMS OF SALE
AIRPOT CORPORATION TERMS & CONDITIONS OF SALE
Revision 29-Apr-2026
These terms and conditions apply to the sale of the goods (the “Products”) made by Airpot Corporation (“Airpot”) to the buyer identified in Airpot’s Sales Order Acknowledgment (the “Order Acknowledgment”). The Order Acknowledgment is expressly conditioned on Buyer’s acceptance of these terms and conditions, and Airpot rejects any additional or conflicting terms contained in any communication from Buyer, whether prior to or after Buyer’s receipt of the Order Acknowledgment. Commencement of performance or acceptance of Products shall constitute Buyer’s acceptance of these terms.
- Price
The purchase price for the Products (the “Purchase Price”) is set forth in the Order Acknowledgment. The Purchase Price does not include taxes, duties, shipping, insurance, or other related charges (collectively, “Costs”), all of which shall be paid by Buyer.
- Shipment; Risk of Loss
Unless otherwise specified in the Order Acknowledgment, Products shall be shipped FCA Norwalk, Connecticut, USA (Incoterms 2020). Risk of loss or damage passes to Buyer upon delivery to the carrier. Airpot may select the carrier unless Buyer provides written instructions at least fourteen (14) days prior to shipment.
- Delivery
Any delivery dates are estimates only and are not guaranteed. Airpot shall not be liable for any delay in delivery. Delay shall not constitute a breach of contract, and Buyer shall not have the right to cancel or claim damages due to delay.
- Warranty; Limitation of Liability
Airpot warrants that the Products will be free from defects in material and workmanship at the time of shipment.
The warranty period shall be the earlier of:
- one (1) year from shipment, or
- where duty cycle can be established (each cycle defined as one full extension and retraction),
- 10,000,000 cycles for dashpot and actuator products, or
- 5,000,000 cycles for gripper products
This warranty is the sole and exclusive warranty provided by Airpot.
Exclusions:
This warranty does not apply to damage or failure resulting from:
- misuse or mishandling
- operation beyond specifications
- contamination (including dirt or oil)
- improper installation or misalignment
- excessive side loading
- shock or external forces
- modification or alteration of the Products
Buyer is solely responsible for determining the suitability of the Products for its application.
Remedy:
Airpot’s sole obligation is, at its option, to repair or replace defective Products, FCA Norwalk, Connecticut.
Claims:
Buyer must notify Airpot in writing of any claimed defect within thirty (30) days of discovery and within the warranty period.
Disclaimer:
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability:
IN NO EVENT SHALL AIRPOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR DOWNTIME.
Airpot’s total liability shall not exceed the purchase price of the defective Products.
Returns:
All returns require a Returned Material Authorization (RMA) number. Products must be properly packaged and shipped at Buyer’s expense. Airpot reserves the right to evaluate all returned Products and determine warranty applicability.
- Payment; Credit
Unless otherwise stated, payment is due within thirty (30) days from invoice date.
Late payments shall accrue interest at 1% per month (or the maximum allowed by law). Buyer shall be responsible for all costs of collection, including reasonable attorneys’ fees.
Airpot reserves the right to:
- suspend shipments
- require advance payment
- modify or revoke credit terms
if Buyer is in default or if Airpot reasonably believes Buyer’s financial condition is impaired.
- Security Interest
Buyer grants Airpot a security interest in the Products and their proceeds to secure payment. Buyer agrees to execute documents necessary to perfect such interest upon request.
- Cancellation
Any order cancellation must be in writing and received prior to shipment.
Buyer shall reimburse Airpot for all costs incurred, including materials, labor, overhead, and a reasonable allocation of profit.
- Confidentiality
Buyer shall keep confidential all non-public information provided by Airpot, including product data, drawings, pricing, and order terms.
- Force Majeure
Airpot shall not be liable for failure or delay due to events beyond its reasonable control, including but not limited to natural disasters, labor disputes, supply chain disruptions, pandemics, transportation delays, or governmental actions.
- Assignment
Buyer may not assign its rights or obligations without Airpot’s prior written consent.
- Indemnification
Buyer shall indemnify and hold harmless Airpot and its affiliates from any claims, damages, or expenses arising out of:
- Buyer’s use of the Products
- Buyer’s breach of these terms
- Buyer’s modification or misuse of the Products
- Buyer-provided designs or specifications
to the extent permitted by law.
- Export Compliance
Buyer agrees to comply with all applicable export control laws and regulations.
- Governing Law
These terms shall be governed by the laws of the State of Connecticut, without regard to conflict of law principles. Buyer acknowledges that it is a “merchant” under the Uniform Commercial Code.
- Jurisdiction
Buyer consents to the exclusive jurisdiction of the state and federal courts located in Connecticut.
- Limitation Period
Any action arising out of the sale of Products must be commenced within one (1) year from the date the cause of action accrues.
- Relationship of the Parties
The parties are independent contractors. Nothing herein creates any agency, partnership, or employment relationship.
- Severability
If any provision is held unenforceable, it shall be modified to the extent necessary to be enforceable, and the remaining provisions shall remain in effect.
- Entire Agreement; Modification
The Order Acknowledgment and these terms constitute the entire agreement. Any modification must be in writing and signed by an authorized representative of Airpot.