TERMS and CONDITIONS

TRACER TERMS AND CONDITIONS

1. TITLE, RISK OF LOSS AND SHIPMENT: Title to and risk of loss of all goods sold hereunder by Tracer Corporation (herein “Tracer”), shall pass to buyer upon shipment f.o.b. Tracer place of business through an agent of buyer, a common carrier, as hereinafter provided. Shipment of any goods purchased hereunder shall be made in accordance with buyer’s written instructions where buyer furnishes such written shipping instructions at the time of placement of the order herein. In the absence of such instructions, Tracer may, at buyer’s expense, arrange for shipment f.o.b. of the goods by a carrier of its own selection to buyer’s place of business or other destination reasonably believed to be suitable. Whenever transportation rates and carrier’s liability for damage depends upon the value of the shipment as declared by shipper, Tracer will declare such value as will entitle buyer to have goods shipped at the lowest permissible transportation rates unless otherwise instructed in writing by buyer. Buyer will not hold Tracer liable for loss or damage attributed to negligence in selection of the carrier, of the warehouse, or in agreeing with either of them to contract terms on buyer’s behalf.

2. DELIVERY AND INSPECTIONS: Delivery of goods hereunder shall be deemed to have been completed upon shipment of goods to buyer. If, upon receipt of the goods by buyer, the goods shall appear not to conform to this order, buyer shall notify Tracer of such condition and afford Tracer a reasonable opportunity to inspect the goods and make any appropriate adjustment or replacement. Such notice shall take place:

a) Within thirty (30) days after receipt of goods by buyer where such nonconformity could have been detected upon reasonable inspection, or
b) Within thirty (30) days of the date on which the nonconformity should have been discovered upon reasonable inspection if, at the time of delivery, a reasonable inspection would not have revealed the claimed nonconformity.
In no case shall buyer return goods without the prior authorization of Tracer

3) EXCLUSIVE WARRANTY: In the event that goods shipped hereunder do not conform to the order, and where buyer has complied with the notice and shipping requirements set forth in paragraph 2 above, Tracer shall either repair or replace, at Tracer’s election, goods or parts returned to Tracer which are shown to Tracer’s reasonable satisfaction to have been defective. 

4) CLASSIFICATION: Tracer represents to buyer that goods sold hereunder which are designated ‘new,’ ‘repairable,’ ‘overhauled,’ ‘serviceable,’ ‘or ‘as-removed’ shall meet the industry standard requirements for such classification, and makes no other representation with respect to such goods whatsoever.

5) EXCLUSION OF LIABILITIES: 
(a) DISCLAIMER AND RELEASE: THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF TRACER SET FORTH HEREIN ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF TRACER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST TRACER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE, DEFECT, OR DANGEROUS CONDITION IN ANY GOODS SOLD HEREUNDER, INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY OBLIGATION LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM STRICT LIABILITY OR FROM THE NEGLIGENCE OF SELLER (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT
(b) EXCLUSION OF CONSEQUENTIAL DAMAGES: UNDER NO CIRCUMSTANCES SHALL TRACER HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, ECONOMIC OR STATUTORY CIVIL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY GOOD SOLD HEREUNDER.
(c) INDEMNITY: IF BUYER MAKES A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE EXCLUDED BY PARAGRAPHS A AND B, BUYER SHALL INDEMNIFY AND HOLD HARMLESS TRACER FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEY’S FEES) INCIDENT THERETO OR INCIDENT TO SUCCESSFULLY ESTABLISHING THE RIGHT TO INDEMNIFICATION. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE NEGLIGENCE OF TRACER WHETHER ACTIVE, PASSIVE, OR IMPUTED.

6. COMPLIANCE WITH LAWS: Buyer will comply with all applicable laws and regulations. Buyer understands that Tracer is subject to regulation by agencies of the United States government, including the United States Department of Commerce, State Department and U.S. Treasury which prohibits exports or diversion of Tracer’s products to certain countries. Buyer warrants that it will not sell or knowingly assist or participate in the sale of any products in countries or to users not approved to receive equipment or information under applicable U.S. laws and regulations. Buyer will hold harmless and indemnify Tracer for any damage resulting to seller from a breach of this paragraph

7. This order and transaction shall be governed in all respects by the laws of the State of Wisconsin excluding those relating to conflicts of law.