Terms and Conditions

AGREEMENT AND ACCEPTANCE

These Terms and Conditions of Sale (“Agreement”) constitute the entire agreement between BVN AIR USA LLC (“Seller”) and the purchaser (“Buyer”) with respect to the sale of products or services, and supersede all prior or contemporaneous understandings, communications, proposals, negotiations, or agreements, whether oral or written.

By placing an order, accepting delivery, or making payment, Buyer acknowledges that it has read, understood, and accepted this Agreement in full.

Acceptance by Seller is expressly limited to the terms set forth herein. Any additional, inconsistent, or conflicting terms proposed by Buyer in any form (including purchase orders, emails, or standard terms) shall be deemed null and void, unless specifically agreed to in a separate written agreement signed by an authorized representative of Seller.

Seller’s failure to object to any Buyer terms shall not be construed as acceptance. No course of dealing, usage of trade, or industry practice shall modify these Terms and Conditions.

ORDERS AND CHANGES

2.1 Order Acceptance:

All purchase orders from Buyer are subject to written acceptance by Seller. No order is binding unless confirmed in writing by an authorized representative of Seller.

2.2 Cancellation or Modification:

Once accepted, orders may not be cancelled or modified without Seller’s prior written consent. Seller may approve or reject such requests at its sole discretion.

Approved changes may result in additional charges, revised delivery times, or updated terms.

2.3 Product Changes by Seller:

Seller reserves the right to make changes in product design, improvements, or substitutions, as long as these do not materially affect the product’s form, fit, or function.

2.4 Discontinued Products:

If the original product is no longer available, Seller may, at its sole discretion, deliver an updated or equivalent product that meets or exceeds the original specifications.

PRICE

3.1 Currency and Exclusions:

All prices are quoted in U.S. Dollars, unless otherwise specified in writing by Seller. Prices are exclusive of:

Federal, state, local, or international taxes,

Customs duties and tariffs,

Import/export fees, levies, permits,

Any other governmental charges.

Buyer is solely responsible for paying all such charges unless explicitly agreed otherwise in writing.

3.2 Quotation Validity:

Prices quoted by Seller are valid for 30 calendar days from the date of quotation, unless extended in writing by Seller.

After this period, Seller reserves the right to revise prices without prior notice.

3.3 Price Adjustments:

Seller may adjust the price at any time prior to shipment to reflect:

Changes in raw material or component costs,

Currency exchange fluctuations,

Government-imposed fees, duties, or regulatory changes,

Buyer-requested changes (e.g., scheduling, delivery delays, etc.).

3.4 Packaging and Additional Services:

Unless otherwise agreed in writing, prices are based on standard packaging only.

Any special requirements, including:

Custom labeling,

Additional documentation,

Testing or certifications,

will incur additional charges.

PAYMENT TERMS

4.1 Due Date:

Unless otherwise agreed in writing, payment is due in full upon receipt of invoice.

Payment timelines are critical and must be strictly observed.

4.2 Late Payment:

Any overdue amounts will incur interest at 1.5% per month (or 18% annually),

Or the maximum rate allowed by law, whichever is lower.

Interest accrues from the invoice due date until paid in full.

4.3 Security and Prepayment Rights:

Seller may, at any time and at its sole discretion, require:

Full or partial advance payment,

An irrevocable letter of credit, or

Other suitable security instruments prior to order fulfillment or continued performance.

4.4 Collection and Legal Costs:

In the event of non-payment, Buyer will be responsible for all costs incurred to collect the amount due, including:

Attorney fees,

Court costs,

Collection agency charges,

Administrative expenses.

4.5 Suspension of Orders:

Seller may suspend or cancel any ongoing or future orders if Buyer fails to meet payment or other material obligations.

4.6 No Offsets or Withholding:

Buyer may not:

Delay payment due to product disputes,

Withhold payment based on backorders or warranty issues,

Offset any amounts without Seller’s written approval.

DELIVERY TERMS AND RISK OF LOSS

Unless otherwise agreed in writing, all deliveries are made FCA (Free Carrier) Seller’s facility (Incoterms® 2020). Title and risk of loss or damage to the goods shall transfer to Buyer immediately upon delivery to the carrier at Seller’s facility, regardless of whether Seller arranges shipping.

Buyer is solely responsible for all transportation, insurance, import/export clearance, duties, taxes, and handling charges, including loss or damage during transit.

Seller shall not be liable for any delays, damages, or failures in delivery caused by:

(a) carrier mishandling or failure,

(b) Buyer’s failure to provide accurate shipping instructions or accept delivery,

Any delivery date provided is an estimate only, and time shall not be of the essence unless expressly stated in writing. Delay in delivery shall not entitle Buyer to cancel the order, refuse delivery, or claim damages.

If delivery is delayed due to Buyer’s request or failure to accept delivery, Seller may store the goods at Buyer’s risk and expense, and payment shall be due as if shipment had occurred.

INSPECTION AND ACCEPTANCE

Buyer shall inspect all goods promptly upon delivery. Buyer must notify Seller in writing of any visible damage, shortages, or nonconformities within ten (10) calendar days from the date of delivery. Any such notice must include detailed description and photographic evidence, if applicable.

If Buyer fails to provide written notice within this time period, the goods shall be deemed unconditionally and irrevocably accepted, and Buyer shall have no right to reject the goods or assert any claim for damages, shortages, or defects that should have been discovered upon reasonable inspection.

Latent (hidden) defects must be reported in writing within thirty (30) days of discovery, but in no event later than the expiration of the applicable warranty period.

Use of the goods, resale, or delay in reporting shall constitute acceptance of the goods as-is.

Seller shall have the right to inspect and verify any claim. Buyer shall not return any goods without Seller’s prior written authorization. Unauthorized returns may be refused or returned at Buyer’s expense.

SAFETY AND INSTALLATION RESPONSIBILITY

Buyer is solely responsible for the proper selection, installation, operation, and maintenance of all products provided by Seller. Buyer agrees to comply fully with:

the latest version of Seller’s published manuals, datasheets, and safety guidelines, and

all applicable local, state, and federal safety, electrical, mechanical, and building codes.

BVN AIR USA LLC shall not be liable for any bodily injury, death, property damage, economic loss, or incidental or consequential damages resulting from:

(a) improper, negligent, or unauthorized installation,

(b) use by unqualified or unlicensed personnel,

(d) failure to implement appropriate safety mechanisms, ventilation systems, or controls.

Buyer shall indemnify, defend, and hold harmless Seller from any and all third-party claims arising from improper or unsafe use or installation of the products.

This provision shall survive the termination or expiration of this Agreement.

SERVICES

All services provided by Seller shall be governed by Seller’s Service Terms and applicable quotations. Field services are provided on a time and materials basis. No warranties are made regarding services.

WARRANTY

Limited Warranty.

Seller warrants to the original Buyer that the products sold will be free from defects in material and workmanship under normal use and service for a period of two (2) years from the date of installation or twenty-four (24) months from the date of shipment, whichever comes first (“Warranty Period”). This warranty is non-transferable and applies only to the original Buyer.

Conditions and Limitations.

This warranty is void and shall not apply if:

Buyer fails to notify Seller in writing of a defect within ten (10) calendar days after the defect is discovered or should have been discovered;

The product is subjected to abuse, misuse, neglect, accident, unauthorized modification, repair, or improper installation;

The product is operated outside of its specified ratings, conditions, or intended use as defined by Seller’s documentation;

Serial numbers, data labels, or product identifiers are altered, removed, or defaced;

Buyer fails to comply with Seller’s written instructions, installation manuals, or relevant regulatory codes.

Remedy.

During the Warranty Period, Seller’s sole and exclusive obligation shall be, at its option, to either:

Repair the defective product,

Replace the product with a new or refurbished product of equal or greater functionality, or

Refund the purchase price paid for the defective product.

Any repaired or replaced product shall be warranted only for the remainder of the original Warranty Period. No extensions or renewals of the warranty shall be granted due to repair or replacement.

Exclusions.

This warranty does not cover:

Normal wear and tear,

Cosmetic damage,

Consumable components,

Products not sold directly by Seller or through authorized channels,

Any costs related to removal, reinstallation, shipping, freight, insurance, handling, or access to the site.

Disclaimer of Other Warranties.

This limited warranty is exclusive and is provided in lieu of any and all other warranties, express or implied, including without limitation any implied warranties of merchantability, non-infringement, or fitness for a particular purpose, which are expressly disclaimed to the maximum extent permitted by law.

Limitation of Liability.

Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of use, business interruption, or costs related to substitute products, arising out of or in connection with the sale, installation, use, or performance of any product, even if Seller has been advised of the possibility of such damages.

INDEMNIFICATION

Buyer’s Indemnity Obligations.

To the fullest extent permitted by law, Buyer agrees to indemnify, defend, and hold harmless Seller (BVN Air USA LLC), including its officers, directors, managers, employees, affiliates, agents, successors, and assigns (collectively, “Indemnified Parties”), from and against any and all third-party claims, demands, liabilities, damages (including consequential, special, or punitive damages), losses, judgments, settlements, fines, penalties, and costs (including attorneys’ fees and court costs) (collectively, “Claims”) arising out of or in any way related to:

(a) Buyer’s breach of any representation, warranty, covenant, or obligation under this Agreement;

(b) Buyer’s negligence, gross negligence, recklessness, or willful misconduct;

(c) Any bodily injury (including death), property damage, or financial harm caused by improper installation, unauthorized modification, misuse, failure to maintain, or failure to follow Seller’s documentation, instructions, or applicable legal standards;

(d) Any claim of infringement or alleged infringement of any intellectual property right (patent, copyright, trademark, trade secret, etc.) resulting from compliance with Buyer’s specifications, designs, or instructions;

(e) Use of the product in nuclear facilities, aerospace, medical life-support, or any hazardous application without Seller’s prior written approval;

(f) Buyer’s failure to comply with any applicable local, state, federal, or international laws, regulations, or codes concerning the purchase, handling, installation, operation, or disposal of the products.

Procedural Requirements.

Seller shall promptly notify Buyer of any such Claim, and Buyer shall have the right to assume the defense of such Claim using counsel reasonably acceptable to Seller. Seller shall have the right to participate in the defense at its own cost. Buyer shall not settle any Claim without obtaining Seller’s prior written consent if such settlement involves any admission of liability by, or imposes any obligation upon, Seller.

Survival.

This indemnification provision shall survive the expiration, termination, cancellation, or fulfillment of this Agreement and shall remain in full force and effect indefinitely.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Seller (BVN Air USA LLC) and its affiliates, officers, directors, employees, agents, subcontractors, and representatives shall not be liable to Buyer or any third party for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to:

loss of actual or anticipated profits,

loss of revenue or business opportunities,

production downtime or delays,

damage to reputation or goodwill,

loss of use, loss of data, or cost of substitute products or services,

or claims by third parties,

arising out of or in connection with the sale, delivery, use, installation, or performance of any product or service, whether based on breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, even if Seller has been advised of the possibility of such damages.

Cap on Liability.

In all events, Seller’s total cumulative liability for any and all claims related to a product or service under this Agreement shall not exceed the actual amount paid by Buyer to Seller for the specific product or service giving rise to such claim.

Independent of Remedy.

This limitation applies regardless of the failure of any limited or exclusive remedy under this Agreement and shall survive the expiration, termination, or completion of the transaction or contractual relationship.

No Personal Liability.

No employee, officer, or director of Seller shall have any personal liability to Buyer under this Agreement.

CUSTOM DESIGN AND BUYER-PROVIDED MATERIALS

In the event that Buyer provides any drawings, specifications, technical data, components, or other materials (collectively referred to as “Buyer Materials”) for the purposes of custom design, development, or manufacturing, the following shall apply:

License Grant

Buyer hereby grants to Seller (BVN Air USA LLC) a non-exclusive, royalty-free, worldwide, irrevocable license to use, reproduce, modify, and incorporate the Buyer Materials solely for the purpose of fulfilling Buyer’s order.

Representations and Warranties

Buyer represents, warrants, and covenants that:

Buyer has full ownership or lawful authority to use and grant rights to the Buyer Materials,

Buyer Materials do not infringe or misappropriate any patent, trademark, copyright, trade secret, or other proprietary rights of any third party,

Buyer shall bear all responsibility for any license fees, royalties, damages, or claims arising from the use of such materials.

Indemnification

Buyer agrees to fully indemnify, defend, and hold harmless Seller, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, legal actions, damages, losses, and costs, including attorneys’ fees, arising out of:

alleged or actual infringement or misappropriation caused by use of Buyer Materials,

any defect or failure in Buyer-provided components, instructions, or specifications,

or any resulting product defect, injury, or failure.

Ownership of Improvements

Unless otherwise agreed to in writing:

All modifications, enhancements, adaptations, or derivative works created by Seller that are based on or incorporate Buyer Materials shall be and remain the exclusive property of Seller.

Seller retains full rights to use such improvements for other projects or clients, provided Buyer’s confidential or proprietary information is not disclosed or violated.

Disclaimer

Seller shall not be responsible for any functional, safety, regulatory, or performance issues arising from reliance on Buyer Materials, and no warranties of fitness, performance, or merchantability shall apply where Seller follows Buyer’s designs or instructions.

NONWAIVER

No failure or delay by Seller (BVN AIR USA LLC) in exercising any right, remedy, or power under this Agreement, or under any applicable law, shall constitute a waiver of such right, remedy, or power, nor shall any single or partial exercise thereof preclude any other or further exercise of the same or of any other right, remedy, or power.

Any waiver by Seller of any provision, obligation, breach, or default must be:

Expressly stated in writing, and

Signed by an authorized officer of Seller.

Buyer acknowledges and agrees that:

Each transaction, performance, breach, or obligation is separate and independent and will not limit or affect any other.

Seller’s continued performance under this Agreement shall not be interpreted as a waiver of any rights regarding any prior, existing, or future breach or noncompliance by Buyer.

No course of dealing, usage of trade, or prior communication shall constitute a waiver or modification of any term of this Agreement.

This section shall survive the termination or expiration of this Agreement.

TERMINATION

14.1 Termination by Buyer

Buyer may terminate this Agreement only in the event of a material breach by Seller, provided that:

(a) Buyer provides written notice specifying the breach in reasonable detail, and

(b) Seller fails to cure such breach within thirty (30) calendar days from receipt of such notice.

In such case, Buyer’s sole remedy shall be limited to refund of the portion of the purchase price paid for the undelivered or non-conforming products.

14.2 Termination by Seller

Seller (BVN AIR USA LLC) may terminate this Agreement immediately upon written notice to Buyer, without any liability, if:

(a) Buyer fails to make timely payment or breaches any material obligation under this Agreement,

(b) Buyer becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed,

(d) a Force Majeure event affecting either party lasts longer than sixty (60) consecutive days.

14.3 Effects of Termination

Termination of this Agreement shall be without prejudice to either party’s accrued rights, remedies, or claims existing at the effective date of termination.

The following provisions shall survive termination:

Indemnification,

Limitation of Liability,

Warranty disclaimers,

Payment obligations accrued before termination, and

Any other terms which by their nature are intended to survive.

FORCE MAJEURE

Seller (BVN AIR USA LLC) shall not be held liable for any delay, non-performance, or failure to fulfill obligations under this Agreement, if and to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

Acts of God (earthquake, flood, fire, storm, lightning, etc.),

War, acts of terrorism, riots, or civil or military disturbances,

Pandemics, epidemics, public health emergencies, or quarantine restrictions,

Governmental actions, embargoes, export or import restrictions, or changes in law or regulation,

Labor disputes, strikes, lockouts, shortages of labor or materials, failure of suppliers or subcontractors,

Transportation disruptions or delays, port closures, or carrier failures,

Utility outages, cyberattacks, or communications breakdowns.

15.1 Suspension and Extension

In the event of a force majeure, the affected party’s obligations shall be suspended during the period of such event. The time for performance shall be extended by a period equal to the duration of the delay.

15.2 Right of Termination

If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected portion of the Agreement by providing written notice to the other party.

Such termination shall not give rise to liability or damages, except for the Buyer’s obligation to pay for products or services already delivered or completed prior to the date of termination.

ASSIGNMENT

16.1 Buyer’s Restriction

Buyer shall not assign, delegate, transfer, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Seller (BVN AIR USA LLC).

Any such attempted assignment without Seller’s prior written consent shall be null, void, and of no effect.

16.2 Seller’s Rights

Seller may assign or transfer this Agreement, in whole or in part, without Buyer’s consent, in connection with:

a merger, consolidation, acquisition, or sale of all or substantially all of its assets,

a corporate reorganization, or

to any affiliate, parent, subsidiary, or successor entity.

16.3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

EXPORT COMPLIANCE

17.1 Compliance Obligations

Buyer agrees to comply with all applicable export control laws, trade regulations, and economic sanctions of the United States and any other applicable jurisdiction, including but not limited to:

U.S. Export Administration Regulations (EAR),

International Traffic in Arms Regulations (ITAR), and

Sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC).

17.2 Buyer Warranties

Buyer represents and warrants that:

It is not listed on any U.S. government denied-party list, including but not limited to the OFAC Specially Designated Nationals (SDN) List, the Denied Persons List, or the Entity List.

It shall not export, re-export, transfer, or use the products in violation of any applicable export control laws.

It shall not use the products in, or transfer them to, any country or person subject to embargoes, restrictions, or sanctions, unless it has obtained prior written authorization from the competent authorities.

17.3 Seller Rights

Seller reserves the right to:

Suspend or cancel any transaction,

Withhold delivery, or

Request end-user or destination certifications,

If Seller reasonably determines that such transaction may violate applicable export control or sanctions laws.

COMPLIANCE WITH LAWS

18.1 General Legal Compliance

Buyer shall at all times comply with all applicable local, state, federal, and international laws, rules, regulations, and ordinances in connection with the purchase, installation, use, resale, transport, and disposal of the products, including but not limited to:

Anti-corruption and anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act,

Health, safety, and environmental protection laws,

Labor, employment, and human rights laws,

Export control and trade compliance laws,

Conflict minerals disclosure and ethical sourcing laws,

Child labor and forced labor prevention regulations.

18.2 Anti-Corruption Warranty

Buyer represents and warrants that:

It has not and will not offer, promise, authorize, or give, directly or indirectly, any bribe, kickback, facilitation payment, or anything of value to any government official, customer, or third party for the purpose of obtaining or retaining business, or gaining an improper advantage.

Buyer shall maintain adequate internal controls, training, and monitoring procedures to prevent violations of anti-corruption laws.

18.3 Breach Consequences

Any violation of this section shall constitute a material breach of this Agreement and may result in immediate termination by Seller, in addition to any other rights or remedies available under law.

NUCLEAR USE DISCLAIMER

BVN AIR USA LLC (“Seller”) expressly disclaims any liability for the use of its products in any nuclear-related applications. Buyer acknowledges and agrees that Seller’s products are not designed, intended, or certified for use in connection with:

Nuclear power generation or control systems,

Nuclear fuel handling, enrichment, or processing,

Nuclear waste storage, transport, treatment, or disposal,

Any system where failure could result in radioactive contamination, radiation exposure, loss of life, or environmental disaster.

Unauthorized Use Risk Assumption

In the event that Buyer uses any product in such nuclear applications without the Seller’s prior written consent, Buyer shall:

(a) Do so entirely at its own risk,

(b) Assume full liability for any loss, damage, injury, death, or environmental impact, and

(c) Indemnify, defend, and hold harmless the Seller, its officers, employees, affiliates, and agents from and against any and all claims, lawsuits, penalties, fines, damages, and legal fees arising out of such unauthorized use.

No Waiver or Exception

Any implied warranties, performance guarantees, or liability arising from nuclear-related use are strictly excluded unless explicitly agreed to in a separate written agreement signed by an authorized representative of Seller.

GOVERNING LAW AND VENUE

This Agreement, and any dispute, claim, or controversy arising out of or relating to it, including the breach, termination, enforcement, interpretation, or validity thereof, shall be governed by and construed exclusively in accordance with the laws of the State of Texas, excluding its conflict of law rules.

The parties hereby irrevocably:

(a) submit to the exclusive jurisdiction of the state and federal courts located in Collin County, Texas,

(b) waive any objection based on improper venue or forum non conveniens, and

The parties further agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement or any transaction hereunder.

This clause shall survive the termination, cancellation, or completion of the Agreement.

INTERPRETATION AND AMENDMENTS

21.1 Corrections

Any typographical, clerical, or computational errors or omissions in this Agreement or in any related quotation, purchase order, invoice, or other documentation issued by Seller shall be subject to correction by Seller without incurring any liability or obligation.

21.2 Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed severed from this Agreement, and the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

21.3 Amendments and Waivers

No amendment, modification, or waiver of any provision of this Agreement shall be valid or binding unless it is in writing and executed by an authorized representative of Seller. No course of dealing, usage of trade, or course of performance shall be construed to amend or modify any provision of this Agreement.

21.4 Headings

Headings and titles used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision herein.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, negotiations, communications, or understandings between the parties.

No other agreements, promises, warranties, or representations shall be binding unless set forth in a written amendment signed by an authorized representative of each party.

SURVIVAL OF TERMS

Any provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including but not limited to those relating to indemnification, limitations of liability, confidentiality, dispute resolution, intellectual property rights, export compliance, and governing law and venue.

Such provisions shall remain in full force and effect notwithstanding any termination or expiration of this Agreement, and shall continue to bind the parties in accordance with their terms.

LANGUAGE

This Agreement is executed in the English language.
Any translation of this Agreement is provided for convenience only and shall have no legal effect. In the event of any inconsistency, ambiguity, or conflict between the English version and any translation, the English version shall control and prevail in all respects.

ELECTRONIC SIGNATURE / EXECUTION

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Execution and delivery of this Agreement by electronic transmission (including PDF or electronic signature platforms such as DocuSign or Adobe Sign) shall be valid and legally binding as if original signatures were exchanged in hard copy.

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