Terms & Conditions of Sale

Terms and Conditions

Last Updated: October 5, 2026

These Terms and Conditions govern all quotations, orders, sales, and shipments by U.S. Air Tool Co.("USATCO"). By placing an order with USATCO, Customer agrees to these Terms and Conditions. Any terms proposed by Customer that are inconsistent with or additional to these Terms and Conditions are expressly rejected unless agreed to in writing by USATCO.

  1. Quotations

All quotations are valid for thirty (30) days from the date issued unless otherwise stated in writing.

Quotations are not binding offers and are subject to correction of clerical errors, product availability, manufacturer requirements, and acceptance by USATCO.

All prices are quoted on a per-unit basis unless otherwise specified.

Special-order products may be subject to a quantity variance of plus or minus ten percent (±10%). Customer agrees to accept and pay for actual quantities shipped within such variance.

  1. Pricing

Pricing is based upon costs and conditions existing on the date of quotation.

USATCO reserves the right to adjust pricing prior to shipment due to increases in manufacturer pricing, tariffs, duties, taxes, freight charges, exchange rate fluctuations, governmental actions, or other cost increases outside USATCO's reasonable control.

Any sales, use, value-added, excise, customs, or similar taxes not expressly included in the quotation shall be the responsibility of Customer.

  1. Availability and Lead Times

Product availability is subject to prior sale.

Any quoted lead times or delivery dates are estimates only and are not guarantees.

USATCO shall not be liable for delays caused by manufacturers, suppliers, carriers, customs authorities, governmental actions, labor shortages, force majeure events, or other causes beyond its reasonable control.

Delay in delivery shall not entitle Customer to cancel an order, reject shipment, withhold payment, or seek damages unless expressly agreed in writing by USATCO.

  1. Additional Charges

Unless otherwise stated in writing, the following charges may apply:

  • Breakdown of prepared skids or pallets: $125.00
  • Customer-requested invoice revisions after issuance: $25.00

USATCO reserves the right to revise service fees from time to time.

  1. Repair Services and Customer-Owned Property

For purposes of this Section, "Customer Property" means any tool, equipment, component, accessory, part, or other property owned by Customer and delivered to USATCO for inspection, evaluation, repair, refurbishment, calibration, testing, warranty evaluation, or other service.

Customer Property will not be accepted without a valid Return Material Authorization ("RMA") issued by USATCO. The applicable RMA number must be clearly displayed on all shipping documentation and on the exterior of the shipment.

Shipments received without a valid RMA may be refused or returned to Customer at Customer's expense.

USATCO may, in its sole discretion, inspect and evaluate Customer Property before performing any services.

Repair quotations and estimates are based upon information available at the time of inspection and may be revised if additional defects, damage, wear, or required repairs are discovered during the repair process.

Customer shall be responsible for all approved repair charges, evaluation fees, freight charges, storage charges, and other costs associated with the service.

Customer bears all risk of loss or damage during transportation to and from USATCO.

While Customer Property is in USATCO's possession, USATCO shall exercise reasonable care but shall not be liable for ordinary wear, latent defects, pre-existing damage, deterioration, failure due to age or condition, or damage resulting from testing, inspection, repair, disassembly, or handling reasonably required to evaluate or service the property.

USATCO's liability for any loss of or damage to Customer Property shall be limited to the lesser of (i) the fair market value of the Customer Property immediately prior to such loss or damage, or (ii) the cost of repair of such Customer Property.

USATCO reserves the right to assess reasonable storage charges for Customer Property that remains at a USATCO facility more than thirty (30) days after notice that inspection, repair, evaluation, or other services have been completed, declined, or cannot be performed.

Customer shall retrieve Customer Property or provide shipping instructions within ninety (90) days after the earliest of:

(a) completion of services;

(b) issuance of a repair quotation that Customer declines or fails to approve;

(c) notice from USATCO that repair is not economically feasible, is not possible, or will not be performed; or

(d) any request by USATCO that Customer arrange for return shipment or pickup.

If Customer Property remains unclaimed for ninety (90) days, USATCO may send written notice (including electronic communication via email) to Customer. If Customer fails to retrieve the property or provide shipping instructions within thirty (30) days after such notice, the property shall be deemed abandoned.

Upon abandonment, USATCO may, at its sole discretion and without further liability:

(i) take ownership of the Customer Property;

(ii) sell, scrap, recycle, dismantle, or otherwise dispose of the Customer Property;

(iii) apply any proceeds from such disposition toward unpaid charges owed by Customer; and

(iv) recover from Customer any remaining unpaid amounts, including storage, handling, freight, repair, collection, and disposal costs.

Customer expressly waives any claim against USATCO arising from the disposition of abandoned Customer Property in accordance with this Section.

To the maximum extent permitted by applicable law, USATCO shall have a possessory lien and security interest in Customer Property for all amounts owed to USATCO relating to the inspection, evaluation, repair, storage, transportation, handling, or servicing of such property.

USATCO may retain possession of Customer Property until all outstanding amounts have been paid in full.

  1. Inspection and Claims

Customer shall inspect all shipments immediately upon receipt.

Any claim for shortage, damage, incorrect shipment, nonconformity, or other discrepancy must be submitted in writing within seven (7) calendar days following delivery.

Failure to provide written notice within the required period shall constitute an irrevocable acceptance of the shipment and a waiver of all related claims.

  1. Returns and Cancellations

No return shall be accepted without prior written authorization from USATCO.

Authorized returns must reference a valid Return Material Authorization ("RMA") number and display such RMA number on the outside of the shipment and on the packing slip.

Returns not bearing a valid RMA number may be refused and returned at Customer's expense.

All cancellations are subject to USATCO approval and must be submitted in writing.

Approved returns and cancellations may be subject to a minimum twenty percent (20%) restocking fee, manufacturer fees, freight charges, and other costs incurred by USATCO.

Made-to-order, custom, special-order, and non-stock products are non-cancelable and non-returnable ("NCNR"), unless otherwise agreed in writing.

  1. Warranty

Warranty obligations are governed exclusively by the USATCO Warranty Policy located at: 

https://usatco.com/warranty/

Except as expressly set forth in the Warranty Policy, all products are sold "AS IS" and "WITH ALL FAULTS."

Except as explicitly provided in the applicable Warranty Policy, USATCO makes no additional warranty, expressed or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, USATCO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • LOST PROFITS
  • LOST REVENUE
  • LOSS OF USE
  • LOSS OF PRODUCTION
  • BUSINESS INTERRUPTION
  • COST OF SUBSTITUTE GOODS OR SERVICES

WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

USATCO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER, PRODUCT, OR TRANSACTION SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

USATCO SHALL NOT BE RESPONSIBLE FOR DELAYS, FAILURES TO PERFORM, OR OTHER LOSSES RESULTING FROM CIRCUMSTANCES BEYOND USATCO’S REASONABLE CONTROL, INCLUDING MANUFACTURER DELAYS, SUPPLIER FAILURES, SHORTAGES, TRANSPORTATION DELAYS, LABOR DISRUPTIONS, GOVERNMENTAL ACTIONS, TARIFFS, TRADE RESTRICTIONS, NATURAL DISASTERS, ACTS OF WAR, TERRORISM, EPIDEMICS OR PANDEMICS, CYBER INCIDENTS, UTILITY OR TELECOMMUNICATIONS FAILURES, OR OTHER FORCE MAJEURE EVENTS.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Payment Tems

Unless otherwise agreed in writing, payment terms PREPAID, and payable at the time an Order is placed.  PREPAID orders will not be considered accepted until payment is received.

USATCO reserves the right to require payment in advance, a deposit, credit card payment, or other payment arrangements based on Customer’s credit status, order characteristics, product availability, or other circumstances, as USATCO’s sole discretion.

Customer is responsible for all applicable sale, use, excise, value-added, customers, duties, tariff, and other governmental taxes or changes arising from the sale or shipment of product, except taxes imposed on USTACO’s net income.

Customer shall be responsible for all wire transfer fees, bank charges, and similar transaction costs imposed by Customer's bank or intermediary financial institutions. Payment shall be made in such amount that the net funds received by USATCO equal the full amount due under the applicable invoice.

Amounts not paid when due may be subject to a service charge of 1.5% per month, or the maximum amount permitted under applicable law, whichever is less.

Customer shall be responsible for all reasonable costs and expenses incurred by USATCO in collecting past due balances, including collection agency fees, court costs, and reasonable attorneys’ fees, to the maximum extent permitted by applicable law.

USATCO may suspend or cancel pending orders, withhold shipment, or require additional payment assurance if Customer’ s account becomes past due or Customer’s credit worthiness materially changes, as USATCO’s sole discretion.

  1. Ordering and Customer Requirements

Customer’s submission of a purchase order, acceptance of a quotation, or other request to purchase products from USATCO constitutes Customer’s acceptance of these Terms and the applicable Warranty Policy and Ordering Constraints.

Customer purchase orders or other purchasing documents shall not modify, supplement, or supersede these Terms unless expressly accepted in writing by an authorized representative of USATCO.

Any terms or conditions contained in Customer’s purchase order, vendor portal, acknowledgment, or other document(s) that are inconsistent with or additional to these Terms are rejected and shall have no effect unless expressly agreed to in writing by an authorized representative of USATCO.

  1. Title and Risk of Loss

Unless otherwise agreed in writing, title to and risk of loss for products shall pass to Customer upon delivery to the carrier at USATCO’s facility or other agreed shipping point.

USATCO may select the carrier and shipping method unless other specified in writing by Customer.  Customer is responsible for applicable freight, shipping, insurance, and handling changes unless expressly included in the quotation.

  1. Force Majeure

USATCO shall not be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, transportation interruptions, supply shortages, governmental actions, tariffs, trade restrictions, epidemics, pandemics, or failures of suppliers or carriers.

  1. Export Compliance and Anti-Corruption

Customer represents, warrants, and covenants that it is and will remain in compliance with all applicable export control, sanctions, customs, anti-boycott, anti-bribery, and anti-corruption laws and regulations, including without limitation applicable U.S. export control and trade sanctions laws and the U.S. Foreign Corrupt Practices Act, as well as any equivalent or analogous laws of other applicable jurisdictions.

Customer shall not export, re-export, transfer, divert, sell, resell, or otherwise provide any products, technology, technical data, software, or services purchased from USATCO, directly or indirectly, to any destination, person, entity, end user, or end use in violation of applicable laws or without any required governmental authorization.

Customer further represents and warrants that neither Customer nor any of its owners, directors, officers, employees, agents, representatives, affiliates, contractors, customers, or end users will offer, promise, authorize, give, request, receive, or accept any bribe, kickback, improper payment, or anything of value for the purpose of obtaining or retaining business, securing an improper advantage, or causing USATCO to violate applicable anti-corruption laws.

Customer is solely responsible for determining and complying with all applicable legal requirements relating to the purchase, export, import, transfer, resale, use, and disposition of products purchased from USATCO. USATCO shall have no responsibility or liability for Customer’s failure to comply with such requirements, and Customer shall indemnify, defend, and hold harmless USATCO from and against any claims, losses, damages, penalties, fines, costs, or expenses arising out of or relating to Customer’s breach of this Section.

USATCO may refuse, suspend, or cancel any quotation, order, shipment, or transaction if USATCO determines, in its sole discretion, that the transaction may violate applicable export control, sanctions, anti-bribery, anti-corruption, or other compliance requirements.

  1. Governing Law

These Terms and Conditions shall be governed by and construed under the laws of the State of New York, without regard to conflict-of-law principles.

Any action arising from or relating to any transaction with USATCO shall be brought exclusively in the state or federal courts located in Suffolk County, New York, and the parties consent to the jurisdiction of such courts.