Terms & conditions of sale

​​The Terms and Conditions of Sale apply to any and all products of Eran Group (Eran Industrial LLC)  and its Brands Medinah Power, Altitude Air, and Terraa (Seller) unless otherwise specifically agreed to in writing by Seller.

PAYMENT TERMS:
Purchaser agrees to pay the prices quoted by Seller and is responsible for applicable shipping and handling charges, taxes and duties. Invoices for services shall be due and payable within (30) after the date of the invoice for purchasers with approved credit unless otherwise agreed in writing between authorized Seller management and purchaser. In addition to all other rights and remedies available under these Terms and Conditions of Sale and under applicable law, Seller may, in its sole discretion, withhold services until such time as the purchaser's account is paid in full or immediately terminate the provision of services without further liability to the purchaser.

If the purchaser does not pay any invoice, in whole or in part, when due, Seller shall assess a finance charge on any past due balance at the maximum legal rate permitted on open accounts. If any amount due Seller is collected by or through an attorney, Seller shall be entitled to recover all costs of collection, including attorney’s fees equal to 15% of the total principal and interest owed.

PRICES:
All prices are those in effect at the time of receipt of Purchasers purchase order to Seller and are subject to change without notice. 

FREIGHT ALLOWANCE:
Any orders that meet minimum prepaid freight (standard $2500, active PPP purchasers $1000)  will be shipped D.D.P. Origin, freight prepaid and allowed or as otherwise agreed to in writing by Seller. Any orders that do not qualify for a freight allowance will be shipped D.D.P. Origin, freight prepaid and add. The freight amount will be added on all invoices to the purchaser from the seller as a separate line item. For orders that meet freight prepaid the invoice will state that freight amount to be collected if the purchaser fails to meet the payment terms. For all orders that qualify for freight allowance, Seller reserves the right to select the carrier and method of shipment and to route shipments at Seller’ discretion. Seller will ship in the manner selected by the purchaser provided the purchaser assumes any additional transportation costs. 

TRANSPORTATION CLAIMS:
Title and risk of loss passes to purchaser upon delivery of products by Seller to the carrier. All claims for damages or shortages in transit are the responsibility of the Purchaser.If purchaser is doing pickup from warehouse, the purchaser is responsible for freight claims and damages in-transit. But if the seller is shipping D.D.P to the purchaser then the seller is responsible for all claims and in-transit damages.

RETURN OF STOCK MERCHANDISE:
No merchandise may be returned without prior written authorization from Seller. Requests to return merchandise must be made within 90 days from the date of shipment by Seller. All returns must be shipped prepaid to the location designated on the return authorization. Credit will be issued based on the original invoice price, or price in effect at time of return, whichever is lower once the returned goods are received and reconciled by the seller. Seller reserves the right to reject any returns that are not in original unopened master packs or damaged. 

NON-RETURNABLE MERCHANDISE:
The following products are not returnable: all non-stock, special, custom made or modified products; all stock products that have reached the end of their warranty or shelf life; clearance and limited-availability products.

CANCELLATIONS:
Orders for stock products may be canceled prior to shipment without charge. Cancellation of any order for non-stock products will incur charges for work already performed and for special material purchased by Seller. 

TAXES:
Prices exclude all taxes. Purchaser has responsibility for paying and reporting all applicable taxes levied or based on account of the purchase price or the acquisition, ownership, license or use of the products or services.

LIMITED WARRANTY:
Statements of the limited warranties provided by Seller for Seller product offerings are available at XXXX under Product Warranties.

LIMITATION OF LIABILITY:
The total liability of Seller on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with, or resulting from, Seller’ sale, delivery, resale, repair, or replacement of any products shall in no event exceed the purchase price allocable to the specific product or service which gives rise to the claim, and any and all such liability shall terminate upon the expiration of the applicable warranty period. Seller shall not be liable for damages that result from the delivery of products or for any delay or default in delivering products, including without limitation embargoes; shortages of labor, raw materials, or fuel; fires; floods; accidents; acts of war; or other similar causes.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE SALE OR PERFORMANCE OF ANY PRODUCTS, SERVICES OR SERVICE OFFERINGS, OR ANY BREACH OF WARRANTY OR OBLIGATIONS UNDER WARRANTY, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, INCLUDING WITHOUT LIMITATION LABOR OR EQUIPMENT REQUIRED TO REMOVE AND/OR REINSTALL ORIGINAL OR REPLACEMENT PARTS, LOSS OF TIME, PROFITS OR REVENUES, LACK OR LOSS OF PRODUCTIVITY, INTEREST CHARGES OR COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, SYSTEMS OR SERVICES, DOWNTIME COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF USE OF PROPERTY OR EQUIPMENT, OR ANY INCONVENIENCE.

INTELLECTUAL PROPERTY:
"Proprietary Information" shall mean any information relating to Seller and the business of Seller that comes into the possession of purchaser, whether tangible or intangible, and in whatever form or medium, whether furnished by Seller (including by its officers, employees, agents or other representatives), by a supplier or customer or potential supplier or customer of Seller (including by their officers, employees, agents or other representatives) or by any other Person (including by their officers, employees, agents or other representatives), that has not previously been publicly released by duly authorized representatives of Seller, together with analyses, compilations, studies, notes, interpretations or other documents or records prepared by Purchaser to the extent such analyses, compilations, studies, notes, interpretations, documents or records contain or otherwise reflect or are generated from such information and Proprietary Information shall include (but shall not be limited to) any and all matters of a technical nature, including without limitation, plans (including business and marketing plans and plans for future development), business methods, user or market studies, trend analyses, product, service or feature roadmaps, concepts, know-how, ideas in or reasonably related to the business of Seller, drawings, designs, textures, materials, patterns, engineering, tooling, techniques, code, data, tables, calculations, tests, documents or other paperwork and computer programs, and any and all matters of a business nature, including without limitation, information concerning supplies and suppliers, any lists of persons and addresses, and the names and addresses thereon, dealings, arrangements, objectives, and locations.

The term "Proprietary Information" does not include information which Seller can demonstrate
(i) is or has become generally available to the public other than as a result of a disclosure by Seller, or
(ii) is or has become available to Seller on a non-confidential basis from a source other than Purchaser which is not bound by a confidentiality agreement with Purchaser, or (iii) was known to Purchaser on a non-confidential basis prior to its disclosure by Seller. Purchaser agrees to regard and preserve as confidential all Proprietary Information whether the Proprietary Information was provided orally or in writing or other physical form.

Purchaser will not, without written authority from Seller to do so, directly or indirectly, use any Proprietary Information, nor disclose any Proprietary Information to others (other than the employees, agents and representatives of Seller), either during Sellers engagement by Purchaser or thereafter except that disclosure of Proprietary Information will be permitted: (In the event that Purchaser or anyone to whom Purchaser supplies Proprietary Information receives a request to disclose all or any part of the Proprietary Information from a governmental body or under the terms of a subpoena or order issued by a court or by a governmental body or other similar legal process, Purchaser agrees:
To notify Seller promptly of the existence, terms, and circumstances surrounding such request;
To consult with Seller on the advisability of taking legally available steps to resist or narrow such request; and
If disclosure of such Proprietary Information is required to prevent Purchaser from being held in contempt or subject to other fine, penalty or liability, to furnish only such portion of the Proprietary Information as, in the opinion of counsel, Purchaser is legally compelled to disclose and to cooperate with Seller in obtaining an order or other reliable assurance that confidential treatment will be accorded to the disclosed Proprietary Information

CHOICE OF LAW; CONSENT TO JURISDICTION:
These Terms and Conditions of Sale shall be construed and enforced in accordance with the substantive laws of the XXXXXX, USA, without regard to such state's laws related to choice of law. Any State or Federal Court in XXXXXXX shall have jurisdiction for the purpose of any suit or other proceeding arising out of the transactions under these Terms and Conditions of Sale. If Seller is only providing services, the parties agree that these Terms and Conditions of Sale are a contract for services and are not subject to the uniform commercial code of any state.

GENERAL:
Unless otherwise specifically agreed in writing by an authorized representative of Seller, any different or additional terms and conditions proposed by any purchaser in a purchase order, response to a quotation or other proposal, are hereby rejected by Seller and shall not be incorporated into any order or other agreement for the sale of Seller products, services or service offerings. Purchaser’s assent to these Terms and Conditions of Sale, along with any Seller policies concerning the sale and/or resale of the products, shall be conclusively presumed from purchaser’s acceptance of all or part of any products ordered. If an authorized representative of Seller has acknowledged purchaser’s order or proposal, and such acknowledgement is found to constitute an acceptance of an offer, such acceptance is expressly made conditional on purchaser’s assent solely to these Terms and Conditions of Sale which shall form part of the acknowledgement, and acceptance or authorized resale by purchaser of any products or services shall be deemed to constitute such assent. If any quotation or other document of Seller is deemed to constitute an offer to purchaser, purchaser’s acceptance of such offer is limited to these Terms and Conditions of Sale. These Terms and Conditions of Sale, together with the warranty statements by Seller under LIMITED WARRANTY above and constitute the entire sales agreement between Seller and purchaser, unless they are made part of a written agreement between Seller and purchaser. No custom, practice, or course of prior dealings between the parties and no usage of trade shall modify or otherwise affect these Terms and Conditions of Sale. Seller objects to and rejects any terms between purchaser and any other party, and no such terms, including but not limited to any government regulations or “flowdown” terms, shall be a part of or incorporated into any order from purchaser to Seller, unless agreed to in writing by an authorized representative of Seller. These Terms and Conditions of Sale supersede all those published or issued previously by Seller. All orders are subject to final acceptance by Seller and credit approval. Any design, submittal or layout provided by Seller is subject to the disclaimer set forth on the design, submittal or layout. Seller will not accept orders that require purchaser-furnished components, unless agreed to in writing by an authorized representative of Seller. Seller price sheets are not offers to sell and possession of a price sheet does not entitle one to purchase. Seller shall not be bound to sell any products or provide any services unless it shall (in its sole discretion) accept submitted purchase orders.Seller reserves the right to change these Terms and Conditions of Sale at any time without notice.