Welcome to 305 Aero Supplies! These Terms and Conditions (“Terms”) govern all purchases and provisioning of products by you (“Customer”) from 305 Aero Supplies. By placing an order with 305 Aero Supplies, you agree to be bound by these Terms. Please read them carefully before making any purchase.

These Terms outline the rights and responsibilities of both 305 Aero Supplies and the Customer, including but not limited to, the processes for credit approval, order placement, pricing, payment, transportation, returns, warranties, and limitations of liability. They are designed to ensure a clear understanding of the terms under which our products are sold and to foster a positive and transparent business relationship.

1. Credit

305 Aero Supplies may, in its sole discretion, determine whether to grant, deny, or discontinue credit to Customer at any time. Customer authorizes 305 Aero Supplies to investigate Customer’s credit history and to furnish information about Customer to credit reporting agencies and others. Customer agrees to promptly update its account information, including any changes to contact or billing information.

2. Orders

All orders are subject to acceptance by 305 Aero Supplies. Orders for special, customized, and value-added Products and Products specifically identified by 305 Aero Supplies as non-standard are non-cancelable and non-returnable. Customer will be responsible for any costs incurred by 305 Aero Supplies for any cancellation or modification of orders.

3. Pricing

Prices for Products are subject to change without notice. Prices on orders confirmed by 305 Aero Supplies will be held firm for thirty (30) days from the date of confirmation, unless otherwise agreed. Prices do not include taxes, shipping, or handling charges unless explicitly stated.

4. Payment

Payment terms are net thirty (30) days from the date of invoice, unless otherwise specified. Customer agrees to pay interest on all past due amounts at the rate of one and one-half percent (1.5%) per month, or the highest rate permissible by law, whichever is less. Customer will pay all costs of collection, including reasonable attorney fees and court costs.

5. Transportation

All Products are shipped FOB origin. Title and risk of loss pass to Customer upon delivery to the carrier. Customer is responsible for all shipping and handling charges, unless otherwise specified. 305 Aero Supplies will use its discretion in selecting the carrier and arranging shipping.

6. Returns

Returns are subject to 305 Aero Supplies’ return policies in effect on the date of the return. Customer must obtain a return material authorization (RMA) number from 305 Aero Supplies before returning any Products. Products must be returned in their original packaging and condition, and Customer is responsible for all return shipping charges.

7. Warranties/Indemnities

Customer acknowledges that 305 Aero Supplies is not the manufacturer of the Products. Product warranties, if any, are provided by the Vendor of the Products. 305 Aero Supplies expressly disclaims any and all representations, warranties, and covenants, either express, implied, or statutory with respect to any Products, including without limitation, the implied warranties or conditions of merchantability, non-infringement, title, and fitness for a particular purpose. All Products and information are provided or made available to Customer “as is.” Customer shall not use or resell the Products in any manner not expressly permitted by the Vendor of such Product(s), including for any inherently dangerous use, as the Products are not specifically developed or provided by its Vendor for such uses, except as a Vendor may expressly agree otherwise. Without limitation of the foregoing, Customer shall not use the Products in connection with any operations of nuclear, aviation, mass transit, or medical applications.

To the extent authorized, 305 Aero Supplies will pass through to Customer any transferable Product warranties, indemnities, and remedies provided to 305 Aero Supplies by the Vendor including any such warranties and indemnities for intellectual property infringement. Customer’s, its affiliates’, and their respective customers’ sole and exclusive remedy relating to the Products will be the remedy afforded by the applicable Vendor of such Products to such parties. Services performed by 305 Aero Supplies itself (and not by any Vendor or subcontractor) will be performed in a professional and workmanlike manner in accordance with the applicable quotation or SOW. Any applicable warranty period for such Services will be specified in the service description or SOW. As its sole remedy, Customer may request 305 Aero Supplies re-perform such Services that do not conform to the warranty within the applicable warranty period. Customer warrants and represents it will investigate the validity and accuracy of all orders for Products placed with 305 Aero Supplies, including orders for delivery of Products to third parties or to non-Customer destinations, and that Customer is solely responsible for the accuracy of all shipment and delivery instructions to 305 Aero Supplies. Under no circumstances will 305 Aero Supplies be obligated to investigate, validate, confirm, or reconfirm Customer’s delivery orders, shipment or delivery instructions or the identity of consignee/receiving personnel at destination, nor will 305 Aero Supplies be liable for incorrect or inaccurate shipment instructions or consignee or destination information.

305 Aero Supplies is not responsible for and has no duty to defend, indemnify, or hold harmless Customer, its affiliates, their customers, or any other party, from or against any claims, demands, or causes of action, including any damages, costs, or expenses incurred by such parties, arising from or relating to the actual or alleged product liability, breach of security, loss of data, or infringement of intellectual property rights related (directly or indirectly) to the manufacture, sale, or use of the Products. Customer warrants that it has all necessary legal rights to all intellectual property it provides to 305 Aero Supplies. Customer will indemnify, defend, and hold harmless 305 Aero Supplies, its affiliates, and its Vendors, and each of their respective officers, directors, employees, and agents from and against any liabilities, losses, damages, costs, or expenses of any kind (including reasonable attorneys’ fees and disbursements) arising or resulting from claims, demands, actions, or proceedings of any kind arising from or relating to: (i) Customer’s use, marketing, distribution, or sale of Products in a manner other than as specified in Product descriptions or specifications; (ii) 305 Aero Supplies’ or its Vendor’s compliance with designs, specifications, or instructions provided by Customer; (iii) Customer’s breach of these General Terms or other agreement with 305 Aero Supplies or acts or omissions of Customer, its affiliates, its agents, or their respective employees, officers, or directors; or (iv) violation or alleged violation of any applicable laws or regulations by Customer or its affiliates.

8. Limitation of Liability

305 Aero Supplies will have no liability for: (i) failure to allocate or reserve any Product for Customer; (ii) failure to deliver Products within a specified time period; (iii) availability and/or delays in delivery of Products; (iv) discontinuation of Products, product lines, or any part thereof; (v) cancellation of any orders; or (vi) shortages on shipments of Product shipped under seal where the seal is not intact upon delivery by the transportation provider. The only liability 305 Aero Supplies will have with respect to any damaged or defective Products will be the return rights described herein. Customer agrees that 305 Aero Supplies’ liability for damages arising under these General Terms, whether in contract, tort, or otherwise, will be limited to actual, proven, direct damages and will not exceed the net amount paid to 305 Aero Supplies by Customer for that Product which is the subject of the claim. To the fullest extent permitted by law, Customer waives any claims, demands, causes of action, or recoveries for indirect, special, punitive, exemplary, or consequential damages arising under this agreement or otherwise with respect to the sale of the Products, failure to perform in accordance with the General Terms, or any Products or information, including, without limitation, lost revenues or profits, consequential or incidental damages, injury to persons or property, business interruption or damage to business reputation or loss of goodwill, loss of data, or security breach, regardless of the theory upon which any claim may be based, and even if 305 Aero Supplies has been advised of the possibility of such damages, including any tort or statutory causes of action. Customer expressly waives all claims for those damages. This provision will survive any termination of these General Terms. The obligations of 305 Aero Supplies and any of its subsidiaries under these General Terms are the several obligations of each such entity, and nothing herein will create any joint and several liability between or among 305 Aero Supplies and any of its subsidiaries.

9. Publicity

Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these General Terms, the relationship between 305 Aero Supplies and Customer, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.

10. Public Sector

When purchasing Products for resale to or in support of public sector customers, including those in the federal, state, and local governments and education markets, Customer agrees to provide all applicable public sector customer requirements to 305 Aero Supplies at the time that Customer requests a quote or places an order. The Customer will send those terms to 305 Aero Supplies, along with the order or request for quote including the procuring or receiving government agency and if available the applicable prime contract number. 305 Aero Supplies’ receipt of those terms does not constitute acceptance of said terms or acceptance of an order. Questions regarding acceptance of flow-down terms and conditions should be directed to 305 Aero Supplies at info@305aerosupplies.com. Customer understands and agrees that 305 Aero Supplies is a distributor of “Commercial Items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. Customer further agrees that, for federal contracts, Customer will only flow-down to 305 Aero Supplies the clauses that are required to be inserted in a subcontract for Commercial Items, as set forth in FAR 52.244-6(c)(1) or an applicable agency FAR supplement. To the extent that Customer believes that additional FAR and/or agency FAR supplemental clauses apply because they are mandatory flow-downs to which the Customer has agreed to with its federal government customer, Customer will list those clauses, and the basis for their inclusion, in the email to 305 Aero Supplies. Customer will receive only those rights in technical data provided by the Vendors.

305 Aero Supplies is committed to providing high-quality products and services to meet your needs. Should you have any questions or require further clarification on any aspect of these Terms, please do not hesitate to contact us at info@305aerosupplies.com.

Thank you for choosing 305 Aero Supplies. We look forward to serving you.

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