Terms and Conditions

PRIZM AIRCRAFT LIGHTING GENERAL TERMS AND CONDITIONS

  1. General Terms and Conditions of Sale for Products

These General Terms and Conditions of Sale for Products (“Sales Terms”) apply to the sale of Prizm Aircraft Lighting products (“Products”) to customer (“Customer”).  Prizm Aircraft Lighting’s offer to sell Products to Customer, and Prizm Aircraft Lighting’s acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms.  The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered.   Prizm Aircraft Lighting objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.

  • Changes

Pricing, Freight, Payment, Shipping, Returns

Product prices are as listed in the applicable Prizm Aircraft Lighting price pages or in Prizm Aircraft Lighting’s electronic order systems as of the date Prizm Aircraft Lighting processes Customer’s Order.  For Orders specifying future-dated shipments, Prizm Aircraft Lighting has the sole discretion to charge the price in effect on the date of the shipment.  Standard payment terms are net 30 days from the Prizm Aircraft Lighting invoice date, unless a different period is stated on the invoice.  Customer may not make or take any deduction, set-off, or other adjustment without Prizm Aircraft Lighting’s prior written approval.  Order quantities must meet stated minimums for Products.  Products are shipped per the Incoterms statement on the Prizm Aircraft Lighting order acknowledgement or invoice, or, in the absence of such statement, F.O.B. point of shipment.  Title and risk of loss transfers to the Customer upon delivery to the carrier.  If Prizm Aircraft Lighting pays freight on the Order Prizm Aircraft Lighting may designate the means of transportation and routing.  If Customer requires alternative means of shipment, Customer will pay any resulting costs.  Lead times are as stated by Prizm Aircraft Lighting and Products may be placed on backorder at Prizm Aircraft Lighting’s discretion.  Where Product availability is limited for any reason, Prizm Aircraft Lighting may fill orders or otherwise allocate Products in any manner it deems appropriate.  Under no circumstances will Prizm Aircraft Lighting be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date.  Prizm Aircraft Lighting may require prepayment of any Order.  Any credit extended to Customer is done at Prizm Aircraft Lighting’s discretion and subject to Prizm Aircraft Lighting credit requirements.  Customer must keep its account current at all times.  Prizm Aircraft Lighting may withhold shipments, payments, or other benefits, and/or assess late fees and interest on past due amounts until the account balance is current.  Returns are subject to Prizm Aircraft Lighting’s applicable return goods policy and require advance Prizm Aircraft Lighting authorization.

  • Compliance

Prizm Aircraft Lighting will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.

  • Product Information, Selection, and Use

Prizm Aircraft Lighting may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any Prizm Aircraft Lighting or third-party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by Prizm Aircraft Lighting. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without Prizm Aircraft Lighting’s prior written consent.

  • Warranty, Disclaimer, Limited Remedy

Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), Prizm Aircraft Lighting warrants that each Product meets Prizm Aircraft Lighting’s applicable Product specifications at the time Prizm Aircraft Lighting ships each Product.  Prizm Aircraft Lighting MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE.  If a Product does not conform to this warranty, Customer’s sole and exclusive remedy is, at Prizm Aircraft Lighting’s option, repair or replacement of the nonconforming Product or refund of its purchase price.  Prizm Aircraft Lighting has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling.  Any warranty and remedy shall not apply to experimental or developmental Products, which are sold “as is” and without any warranty.

See Appendix A: Standard Limited Warranty. 

  • Limitation of Liability

Except for the limited remedy above, and except to the extent prohibited by law, Prizm Aircraft Lighting is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.

  • Export Control

Products are sold for use or consumption within the United States only. If Prizm Aircraft Lighting authorizes Customer in writing to export Products outside of the U.S., Customer (a) assumes all responsibility for such Products, (b) will comply with all laws and regulations relating to the export and sale of Products outside the U.S., and (c) will adhere to all applicable Prizm Aircraft Lighting policies and procedures relating to the export of Products as a condition to purchase and export.

  • Order Cancellation

Customer may cancel an Order only with Prizm Aircraft Lighting’s written consent. In the event of an approved cancellation, and where Prizm Aircraft Lighting has incurred costs and expenses that cannot reasonably be recovered through sale of the Products to another person or entity, Customer will pay Prizm Aircraft Lighting for all such costs and expenses, which may include costs of related raw materials, packaging, and other items dedicated to Products. Prizm Aircraft Lighting may cancel a Customer Order without obligation or liability upon notice to Customer.

  • Taxes

Product prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental authority (“Transfer Taxes”).  Transfer Taxes will be separately itemized on Prizm Aircraft Lighting’s invoice and Customer will be liable for their full payment.  Prizm Aircraft Lighting will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.

  1. Effect of Other Agreements, Terms

Where Prizm Aircraft Lighting and Customer have a specific agreement for the sale or supply of Products or an individual Prizm Aircraft Lighting business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “Prizm Aircraft Lighting Agreement Terms”) will control, as to these Sales Terms, to the extent that the Prizm Aircraft Lighting Agreement Terms are in addition to or conflict with these Sales Terms.  By ordering Product using the Prizm Aircraft Lighting order systems, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable Prizm Aircraft Lighting price pages, order forms, or order systems.

  1. Governing Law, Dispute Resolution

Illinois law, without regard to conflicts of laws principles, shall exclusively govern Prizm Aircraft Lighting’s sale of Products to Customer. The United Nations Convention on Contracts for the International Sales of Goods does not apply. Except where Prizm Aircraft Lighting files a claim or action to collect unpaid amounts due from Customer, all claims and disputes arising from or relating to these Sales Terms, any Order, or the Products must be resolved exclusively through the following dispute resolution processes: (a) good faith negotiations between duly authorized representatives of each party conducted within 90 days of a request for negotiations; (b) if necessary, non-binding mediation before a neutral mediator jointly selected and paid for by the parties within 120 days of a request for mediation at a location acceptable to both parties; and (c) as a last resort, litigation. The state or federal court located within Ramsey County, Illinois shall be the sole and exclusive jurisdiction and venue for any litigation between Customer and Prizm Aircraft Lighting. Customer agrees to submit to the jurisdiction of such court in the event of any litigation.

  1. US Government Agency Contracts

Prizm Aircraft Lighting primarily sells commercial items as defined in FAR 2.101. For Orders which reference a U.S. Government agency prime contract number, or are otherwise identified as a U.S. Government subcontract, the following clauses as in effect on the date of the Order are hereby incorporated by reference into these Sales Terms only to the extent that they are applicable and required to be flowed down by FAR or DFARS prescription: (a) the clauses required to be flowed down to subcontracts in FAR 52.212-5(e) when the Customer’s government contract is for commercial items/services or those required to be flowed down to subcontracts in FAR 52.244-6 when the Customer’s government contract is for noncommercial items/services, and (b) for contracts with the Department of Defense, the clauses required to be flowed down to subcontracts for commercial items per DFARS 252.244-7000(a), except for DFARS 252.225-7009 – Restriction of Acquisition of Certain Articles Containing Specialty Metals and DFARS 252.227-7013 – Rights in Technical Data–Noncommercial Items, which must be separately negotiated if applicable.  All other U.S. Government agency contract provisions are rejected. Acceptance of additional government contract provisions, including country of origin provisions, must be explicitly agreed upon in writing by the Prizm Aircraft Lighting Government Contract Administrator. Acceptance of an Order does not constitute acceptance by Prizm Aircraft Lighting of any other government contract provision listed on purchase order documents or Customer terms and conditions. Prizm Aircraft Lighting rejects any Customer provision pertaining to most favored customer pricing. Prizm Aircraft Lighting requires its suppliers to provide goods that conform to all design, performance and production requirements, do not infringe on a third party’s intellectual property rights, are new, authentic, and not counterfeit, and comply with all applicable laws and regulations. Therefore, Prizm Aircraft Lighting specifically rejects any Customer counterfeit terms and conditions other than DFARS 252.246-7007. Except for technical data accompanying a product such as instruction manuals, technical data is not normally a deliverable for Prizm Aircraft Lighting. Technical data provisions must be separately negotiated.  Prizm Aircraft Lighting is a large business under FAR Part 19 and the rules of the Small Business Administration. Customer warrants that in supplying Prizm Aircraft Lighting products in response to any government contract solicitation that has been set-aside for small business, Customer understands and will comply with the applicable rules.

  1. Mutual Indemnification.

Each party agrees to indemnify, defend, save and hold harmless the other party from and against any and all claims, liabilities, demands, judgments, suits, losses, damages, costs and expenses which are the result of the party’s failure to meet their responsibilities set forth above, provided, however, that neither party is required to indemnify the other party for any claims or liability arising out of that party’s own negligence or misconduct, except for set forth herein.

  1. Limitations of Liability

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF USE OF THE AIRCRAFT, LOSS OF PROFITS, DIMUNITION IN VALUE, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO THE AIRCRAFT RESULTING FROM ANY FAILURE OR REFUSAL TO PERFORM CUSTOMARY RECOMMENDED OR REQUIRED PROCEDURES ON ANY AIRCRAFT, UNLESS SPECIFICALLY AGREED IN WRITING. IN NO EVENT SHALL ANY ACTION BE COMMENCED AGAINST COMPANY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION WITH RESPECT TO WHICH THE CLAIM IS MADE HAS ACCRUED.

  1. General Provisions

Assignment. This Agreement may not be assigned without the prior written consent of the other party, except that Customer’s consent is not be required for an assignment by Prizm Aircraft Products to one of its affiliates.

Waiver of Immunity. If you are incorporated or based outside the United States, to the extent that you or any of your property becomes entitled to sovereign or other immunity from any legal action, you waive your immunity in connection with this Agreement.

Language, Notices. All correspondence and documentation connected with this Agreement will be in English. All notices will be in writing, effective upon receipt and will be provided to the addresses set forth on the Proposal, which may be changed by written notice.

Non-Waiver of Rights and Remedies. Failure or delay in the exercise of any right or remedy under this Agreement will not waive or impair such right or remedy. No waiver given will require future or further waivers.

  1. Entire Agreement.

This written agreement contains the entire agreement of the parties regarding this matter, superseding any prior oral or written agreements or understandings.  This Agreement may be executed in one or more counterparts, each treated as the same binding agreement, which shall be effective upon execution.  Any changes to this agreement must be agreed to in writing.  The agreement includes Appendixes attached.

  1. Changes

Prizm Aircraft Lighting reserves the right to change its Sales Terms at any time without notice.

Last revised June 5, 2024.