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Equipment Purchase Terms and Conditions

These Equipment Purchase Terms and Conditions (these “Equipment Purchase Terms”) form an integral part of, and are incorporated by reference into, the Master Services Agreement (including all attachments thereto, the “Agreement”) between the Parties. Defined terms used, but not defined herein, shall have the meaning given to such terms in the Agreement, including the General Terms and Conditions attached thereto.

  1. Purchase and Sale of Purchased Equipment.
    1. Delivery; Risk of Loss; Acceptance. All Purchased Equipment shall be delivered FCA (Incoterms® 2020) AirPro’s shipping location according to AirPro’s standard shipping policy. Risk of loss shall pass to Customer upon shipment. In no event shall AirPro be liable for any shipping or delivery delays or losses resulting from such delays. Customer shall inspect all Purchased Equipment upon receipt and notify AirPro in writing of any material defect within five (5) days after delivery. Absent such notice, Customer will be deemed to have accepted the Purchased Equipment as delivered, and all sales shall thereafter be final and non-cancellable, except as provided in the limited warranty set forth below. Customer’s acceptance shall also be deemed conclusive for all purposes other than claims made under the limited warranty expressly set forth herein.
    2. Title. Title to the physical Purchased Equipment shall pass to Customer upon full payment of the Price. For clarity, title transfer applies solely to the tangible hardware and does not include any Intellectual Property Rights.
    3. Right of Repossession. In the event Customer fails to pay any amount when due under the Agreement and such failure continues for five (5) days following notice thereof, in addition to the other rights and remedies provided thereunder, hereunder or at Law, AirPro shall have the right to require Customer to return to AirPro at Customer’s expense any Purchased Equipment for which Customer has not paid the Price in full to AirPro’s designated location within five (5) days of notice from AirPro, properly packaged and insured. Until such Purchased Equipment is returned, AirPro may suspend any related Services, software access, support, warranty performance and other obligations with respect to such Purchased Equipment without liability.

  2. Limited Warranty.
    1. Purchased Equipment Limited Warranty. AirPro warrants to Customer that the Purchased Equipment, when used in accordance with the Agreement and AirPro’s documentation, shall be free from defects in material and workmanship in all material respects under normal use and conditions for a period of twenty-four (24) months from the date of shipment as determined by AirPro in accordance with policies and procedures established by AirPro, provided that such warranty period shall be extended for the Term of the Agreement up to forty–eight (48) months from the date of shipment as long as the Customer’s subscription is continuous since the date of the Agreement.
    2. Purchased Equipment Exclusive Remedy; Exclusions. AirPro’s sole obligation and Customer’s exclusive remedy for breach of the limited warranty set forth in Section 2(a) with respect to Purchased Equipment shall be, at AirPro’s sole option, repair or replacement of the defective Purchased Equipment or component or refunding to Customer the Price paid to AirPro for the Purchased Equipment. AirPro will use commercially reasonable efforts to deliver the Purchased Equipment within the time frame requested by Customer. Repaired or replacement equipment may be new or refurbished. This limited warranty with respect to Purchased Equipment does not apply to any defect, failure, or damage resulting from or attributable to (i) misuse, abuse, neglect, accident or improper testing, storage or handling; (ii) unauthorized maintenance, modification, repair or alteration; (iii) Customer’s network environment, power supply, connectivity, vehicle condition, or third-party systems; (iv) improper installation or operation; and/or (v) use not in accordance with AirPro documentation.
    3. Repair Outside of Limited Warranty. Customer shall be responsible for all fees and costs in connection with repair or replacement of the Purchased Equipment other than repairs and replacement pursuant to Section 2(b). AirPro will provide Customer substitute Purchased Equipment while completing such repairs and/or replacement.

    THIS SECTION 2 SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND AIRPRO’S ENTIRE LIABILITY FOR ANY BREACH BY AIRPRO OF THE WARRANTIES SET FORTH IN THE AGREEMENT. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 2, AIRPRO MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE PURCHASED EQUIPMENT OR EMBEDDED SOFTWARE, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY AIRPRO OR ANY OTHER INDIVIDUAL OR ENTITY ON BEHALF OF AIRPRO. AIRPRO DOES NOT WARRANT THAT THE PURCHASED EQUIPMENT OR EMBEDDED SOFTWARE WILL IDENTIFY ALL VEHICLE ISSUES OR PRODUCE ANY PARTICULAR RESULT. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER DOES NOT RELY ON THE PURCHASED EQUIPMENT OR EMBEDDED SOFTWARE AS A SUBSTITUTE FOR CUSTOMER’S INDEPENDENT JUDGMENT, INSPECTION, TESTING OR PROFESSIONAL EXPERTISE, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ALL REPAIR DECISIONS AND SERVICES PERFORMED