GENERAL TERMS AND CONDITIONS
ALLIED INDUSTRIAL SALES, INC.
Effective November 15, 2011
1. Application. These General Terms and Conditions shall apply to all transactions between Customer and Allied Industrial Sales, Inc., a Texas corporation (“Allied”). The General Terms and Conditions can be modified only by an agreement in writing between Customer and Allied.
2. Delivery, Title, and Risk of Loss. All sales of product to Customer shall be FOB, Allied’s facility in Houston, Texas. Customer will thereafter have title to and shall bear the sole risk of loss for the purchased product.
3. Payment of Invoices. Unless otherwise agreed, all invoices are payable net 30 days from the invoice date. All payments not received by the due date shall thereafter bear interest at the lesser of 18% per annum or the maximum legal rate until paid in full. Allied shall additionally be entitled to recover all costs and expenses of any kind or character incurred in collecting any past due invoices, including attorney fees and expenses and all costs of arbitration, including arbitrator’s fees.
4. Disputed Invoices. Unless disputed in writing by Customer within 45 days of the invoice date, all invoices shall be deemed correct and accepted by Customer. All disputes shall be forwarded to Allied by hand delivery or fax.
5. Returns. Return authorizations will not be granted beyond sixty (60) days from the ship date of an item. Customer may request to return product by contacting Customer’s account salesperson to request a return authorization number. No product will be accepted for return without a valid return authorization number clearly noted on the outside of the shipment. Unauthorized returns are subject to refusal at Allied’s facility or may be returned freight collect to the shipping point. Any return shipment must be made freight prepaid unless Allied has expressly authorized Customer in writing to ship such product to Allied at Allied’s expense. All returns of product authorized by Allied are subject to Allied’s standard restocking charges as then in effect. Allied’s current minimum restocking charges are the greater of 25% of the invoiced price or $60 per item. Non-stock items are subject to higher restocking charges, up to 100%. All material returned for credit must be in new and re-saleable condition, in original packaging, and is subject to inspection prior to the issuance of any credit. Allied will issue credit memos for returned material; debits will not be accepted.
6. Force Majeure. Allied shall not be required to perform any obligation to Customer if Allied’s performance is delayed or precluded by one or more conditions beyond Allied’s reasonable control. Allied shall promptly inform Customer of any such condition. In no event shall such condition excuse Customer’s payment for product that has been provided to Customer.
7. Limited Warranty/Limitation of Liability. ALLIED ASSIGNS TO CUSTOMER ALL MANUFACTURER’S WARRANTIES RELATIVE TO THE PRODUCTS SOLD HEREUNDER. ALLIED FURTHER WARRANTS THAT ALL PRODUCT SOLD TO CUSTOMER HEREUNDER WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF ONE YEAR FROM THE DATE OF PURCHASE. THIS LIMITED WARRANTY IS NOT ASSIGNABLE. ALLIED OTHERWISE MAKES NO WARRANTY OR REPRESENTATION, OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER, INCLUDING BUT NOT LIMITED TO (a) AN IMPLIED WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE OR (c) ANY IMPLIED WARRANTY OF FITNESS. IN NO EVENT SHALL ALLIED HAVE ANY LIABILITY TO CUSTOMER FOR EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS. IN THE EVENT OF A PRODUCT DEFECT, ALLIED, AT ITS SOLE OPTION, WILL EITHER REPLACE THE DEFECTIVE PRODUCT AT ITS COST AND EXPENSE OR REFUND CUSTOMER’S PURCHASE PRICE FOR THE DEFECTIVE PRODUCT. IN NO EVENT SHALL ALLIED’S LIABILITY TO CUSTOMER EXCEED THE CUSTOMER’S PURCHASE PRICE FOR THE PRODUCT.
8. Indemnity. Provided Allied has complied with the provisions of paragraph 6 above, Customer shall indemnify, defend and hold Allied harmless from any and all claims of any kind or character against Allied (including Allied’s officers, directors, employees, agents, servants, and attorneys) attributable, directly or indirectly, to the sale of products hereunder.
9. Arbitration/Governing Law. All transactions between Customer and Allied shall be governed by the laws of the State of Texas. Any and all disputes, controversies, or claims arising out of or relating to Customer’s purchase of jet fuel or flight services, including without limitation, claims based on contract, tort, or statute, shall be determined by arbitration in Houston, Harris County, Texas before a panel of three arbitrators. In rendering the award, the arbitrators will determine the rights and obligations of the parties in accordance with the substantive law of Texas as though acting as a court in a civil action in Texas. Except as otherwise set forth herein, these proceedings shall be governed by the provisions of the Texas Arbitration Act.
10. Additional Copies. Additional copies of these General Terms and Conditions may be obtained from Allied’s website: www.alliedindustrialsales.com
11. Amendments. Allied may amend these terms and conditions at any time upon notice to Customer. Such amended terms and conditions will apply to all subsequent transactions with Allied.

