Terms & Conditions

These Terms and Conditions of Sale and Service Agreement (this “Agreement”) govern (i) the sale by Sky Climber LLC (“Seller,” “Sky Climber,” “we,” “us,” or “our”) of products, equipment, replacement parts, and related goods (collectively, “Goods”), and (ii) the provision of certain services, including without limitation installation support, training, inspections, repair services, and other related services (collectively, “Services”), to any commercial customer purchasing Goods and/or Services from Seller (“Buyer,” “you,” or “your”).

B2B / Commercial Use. Seller sells Goods and provides Services primarily in business-to-business transactions. If Buyer is purchasing as a consumer, additional mandatory consumer protection laws may apply and may not be waived.

Order of Precedence. Seller’s acceptance of any offer by Buyer to purchase Goods and/or Services is expressly conditional upon Buyer’s assent to all terms and conditions in this Agreement, including any terms additional to or different from those contained in any purchase order or other offer to purchase. Any additional or different terms proposed by Buyer are rejected unless expressly accepted in a writing signed by Seller. This Agreement applies unless superseded by a separate written agreement executed by authorized representatives of both parties.

1) Terms of Agreement

Seller’s acceptance of any offer by Buyer to purchase products or services from Seller is expressly conditional upon Buyer’s assent to all the terms and conditions herein, including any terms additional to or different from those contained in any purchase order or other offer to purchase. The Goods and/or Services listed on Seller’s quotation, order acknowledgment, invoice, packing list, statement of work, service ticket, or other Seller document (each, an “Order Document”) will be furnished by Seller solely on the terms contained in the applicable Order Document and this Agreement. Collectively, the Order Document and this Agreement constitute the parties’ agreement (the “Agreement”).

2) Acceptance of Orders; Conclusion of Sale

Orders will be processed only with an approved purchase order number or credit card number from Buyer, or as otherwise agreed in writing by Seller. Seller reserves the right to refuse any order. The terms of payment specified or otherwise quoted to Buyer are subject to approval of Seller’s credit department. If Buyer fails to fulfill said terms or if Seller has any doubt as to Buyer’s financial responsibility, Seller may decline to make further deliveries or perform further Services except against cash in advance or satisfactory security.

3) Buyer’s Cancellation; Returns; Restocking

Once an order is placed with and accepted by Seller, the order may be cancelled only with Seller’s consent and upon terms that will indemnify Seller against loss, including without limitation Buyer’s payment of return freight costs and a restocking fee.

Seller will accept a return of any unused standard products (parts or other Goods) within 30 days after shipment from the factory, subject to the terms herein. All returns require a Return Authorization number provided by Seller; returns without a Return Authorization number will not be accepted. Credit will only be issued for authorized returns of unused parts or other Goods. Buyer shall pay a restocking fee of 25% of the purchase price. Credit memos will be honored for up to 6 months after the credit memo date. Seller reserves the right to refuse, in its sole discretion, the return of any Goods that have been damaged or altered in any manner. Custom, special-order, or non-standard Goods are non-returnable unless Seller expressly agrees otherwise in writing.

4) Seller’s Cancellation

Seller may cancel any order in whole or in part prior to shipping or performance without penalty, including due to lack of availability, changes in applicable law, or credit concerns.

5) Prices; Taxes; Fees

Prices are effective on the date of Seller’s current price list or quotation and are subject to change without notice. Orders will be invoiced at the prices in effect on the day the order is received or as otherwise stated in a written quotation.

Prices are exclusive of all city, state, federal, and foreign excise taxes, value-added taxes, duties, tariffs, levies, and similar taxes or governmental charges. Wherever applicable, any such taxes will be added to the invoice as a separate charge to be paid by Buyer, unless Buyer provides a valid exemption certificate. Where payments are made by credit card, a fee of 3% of the transaction value will be charged toward credit card processing costs.

6) Delivery; Risk of Loss; Title; Claims; Force Majeure

Unless otherwise specified in writing by Seller, all Goods will be delivered FOB Seller’s premises. Risk of loss and responsibility for insurance transfer to Buyer upon delivery to the carrier. Prepayment or allowance of freight by Seller shall not affect this provision. Seller shall not be liable for any injury, loss, or damage resulting from the handling or use of the Goods after delivery to the carrier. Seller may select a common carrier but shall not be responsible for loss after delivery to that carrier.

Claims for damaged or lost Goods in shipment may not be deducted from the invoice, nor may payment be withheld while awaiting adjustment of such claims. Unless declared binding by special written agreement, delivery dates are estimates only. Under no circumstances shall delayed deliveries entitle Buyer to any remedy other than cancellation of the sale for undelivered Goods. Seller reserves the right to make partial shipments.

Claims for shortages in quantity or for non-conforming Goods shall be deemed waived unless made in writing to Seller within 10 days after delivery. Buyer waives all claims for any cause after any part of the Goods has been changed in any manner from its original condition.

7) Manuals and Inspection; Training and Knowledge of Operation of Goods

Buyer warrants and represents that Seller has furnished Buyer with owner’s manuals containing operating and maintenance instructions for the Goods, or that such manuals are otherwise available to Buyer. Buyer further warrants and represents that Buyer, and all employees, contractors, agents, or other persons acting on behalf of Buyer who will operate the Goods, have received sufficient training on, and possess knowledge of, the Goods to properly and safely operate them prior to any operation.

Buyer understands that safe operation of the Goods requires observing the operating and service instructions contained in the manuals. Buyer warrants and represents that Buyer and all such persons will operate the Goods in accordance with those instructions. Buyer acknowledges its duty to inspect the Goods prior to use and to notify Seller of any defects within 10 days after receipt.

8) Reservation of Security Interest in Unpaid Goods

Seller retains a purchase money security interest in all Goods delivered to Buyer until receipt of payment in full. If Buyer fails to pay Seller for the Goods, Seller may exercise all remedies available under the Uniform Commercial Code in effect in Ohio.

9) Intellectual Property; Software; Patent Notice

Ownership. Sky Climber Websites are owned and operated by Sky Climber LLC and/or its affiliates and are protected by United States and international copyright, trademark, patent, and other intellectual property laws and treaties. All rights are reserved. Copyright in the content and software provided are owned by or licensed to Sky Climber LLC.

Restrictions. Materials may not be copied, distributed, transmitted, framed, mirrored, or used in any way without prior written consent of Sky Climber LLC. Subject to the limitations stated herein, users may download one copy of materials for personal, non-commercial use, provided they do not modify the materials or remove proprietary notices. No links to the Sky Climber Websites may be created without the express written consent of Sky Climber LLC.

Sky Climber Intellectual Property. Unless otherwise noted, products, product names, designs, logos, text, images, graphics, audio, video, code, domain names, organization, and user look-and-feel are the trademarks, service marks, trade names, copyrights, patents, or other property of Sky Climber LLC (“Sky Climber Intellectual Property”). Unauthorized use may violate applicable laws. Nothing should be construed as granting any license or right to use any Sky Climber Intellectual Property without express written permission. All rights not expressly granted are reserved.

License to Use Goods. Except as expressly agreed in writing, the sale of Goods conveys no license or other right in any intellectual property of Seller beyond a limited right to use the Goods for their intended purpose. Buyer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas from any Goods or any software, firmware, or embedded technology contained therein, except to the extent such restriction is prohibited by applicable law.

Embedded Software and Updates. To the extent any Goods include software or firmware, such software is licensed, not sold, and may be subject to additional license terms provided with the Goods. Seller may provide updates, patches, or modifications at its discretion. Buyer is responsible for maintaining appropriate cybersecurity and access controls in connection with any networked or digitally enabled Goods.

NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, IS MADE UNLESS THE SAME IS EXPRESSLY SET FORTH IN THIS AGREEMENT.

SELLER HEREBY EXCLUDES AND IN NO EVENT SHALL BE LIABLE TO BUYER FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS.

BUYER AND SELLER IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

These Terms and Conditions apply to the purchase and use of Sky Climber Goods and Services unless otherwise superseded by a written agreement executed by authorized representatives of both parties. If you have questions regarding this Agreement, please contact Sky Climber LLC.