Advanced Electronic Solutions Global Inc.

Terms & Conditions of Sale and Distribution

Effective Date: August 8, 2026

 

These Terms & Conditions of Sale and Distribution (“Terms”) establish the baseline terms governing the sale, purchase, distribution, resale, shipment, return, and support of products supplied by Advanced Electronic Solutions Global Inc. (“AES,” “Seller,” “Supplier,” “we,” “us,” or “our”). Product warranty coverage is governed exclusively by the AES Limited Warranty Policy, which is incorporated into these Terms by reference (see Section 12).

 

These Terms apply to all purchases made from AES, including purchases by direct customers, approved distributors, resellers, and other commercial purchasers. By submitting an order to AES, accepting an AES quotation, invoice, or order confirmation, or purchasing Products from AES, the purchaser (“Customer,” or “Distributor” if approved as such) agrees to these Terms.

 

If Customer has signed a separate written agreement with AES — including an AES Distributor Agreement — that agreement governs the additional subjects it addresses (such as appointment, territory, term, and tiered pricing). These Terms remain the controlling document for any subject that both documents address, unless the other signed agreement expressly states that a specific provision is intended to supersede these Terms for purposes of that relationship. See Section 25 (Entire Agreement & Order of Precedence).

 

1. Appointment & Independent Relationship

1.1 Non-Exclusive Appointment

AES may appoint a purchaser as a non-exclusive distributor or reseller. AES may appoint other distributors and resellers and may modify or terminate distribution relationships in accordance with these Terms or an applicable signed Distributor Agreement.

 

1.2 Independent Relationship

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, or other relationship of trust between AES and Customer. Distributor remains an independent contractor with sole control over its business operations.

 

1.3 No Authority

Distributor may not represent that it has authority to bind AES or incur obligations on AES’s behalf unless expressly authorized in writing.

 

2. Orders, Pricing & Payment

2.1 Pricing

All prices are stated in United States dollars (USD). AES may modify standard pricing upon thirty (30) days’ written notice, unless otherwise stated in a written purchase order or quotation accepted by AES. Pricing changes apply prospectively.

 

2.2 Resale Pricing

Distributor retains sole discretion over its actual resale prices. Any MSRP, suggested resale price, or pricing guidance supplied by AES is non-binding and informational only. Publicly advertised pricing by authorized resellers remains subject to AES’s unilateral MAP Policy set forth in Exhibit A.

 

2.3 Distributor & Online Reseller Pricing

Approved distributors and online resellers purchase Products at a discount from AES’s then-current standard list price. The applicable discount for an approved distributor or online reseller is established by AES in that distributor’s signed Distributor Agreement and is confidential as between AES and that distributor. Online reseller territory and marketplace requirements are set forth in Exhibit B (Online Reseller Addendum).

 

2.4 Payment Terms

Approved U.S. accounts may receive Net 30 terms. New or unapproved accounts are required to prepay. AES may modify, suspend, or revoke credit terms at its discretion based on credit risk. The first two invoices for a new distributor may be required to be paid in advance. Credit terms do not automatically apply to online resellers unless AES approves them in writing.

 

2.5 Third-Party Payment Processing Charge

Customers who elect to pay by credit card may be assessed a separate 3% payment processing charge by the third-party payment service provider through which the credit card transaction is processed. Such charge is separately assessed and collected by the third-party payment service provider and is not a fee imposed, assessed, or collected by AES.

 

AES DOES NOT ESTABLISH, RECEIVE, RETAIN, OR OTHERWISE BENEFIT FROM ANY SUCH PAYMENT PROCESSING CHARGE. THE CHARGE IS IMPOSED BY THE THIRD-PARTY PAYMENT SERVICE PROVIDER IN CONNECTION WITH THE CUSTOMER’S ELECTION TO USE THAT PROVIDER’S PAYMENT PROCESSING SERVICES. ANY SUCH CHARGE IS SEPARATE FROM THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES PURCHASED FROM AES.

 

The customer’s use of a credit card and acceptance of any applicable payment processing charge constitutes a transaction between the customer and the applicable third-party payment service provider. AES shall have no responsibility or liability for any payment processing charge assessed by such provider, except to the extent required by applicable law.

 

No order will be released, shipped, or otherwise made available until all amounts required to be paid before release have been received and cleared by AES.

 

2.6 Late Payments

Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer is responsible for reasonable costs of collection, including attorneys’ fees and court costs, to the extent permitted by law.

 

2.7 Order Acceptance

All orders are subject to AES acceptance. AES may reject an order, in whole or in part, for reasons including credit, inventory, compliance, capacity, suspected fraud, or other legitimate business reasons.

 

2.8 No Unauthorized Representations

No employee, salesperson, distributor, reseller, or other representative of AES is authorized to make any representation, warranty, promise, or commitment concerning a Product that is inconsistent with AES’s written specifications, the AES Limited Warranty Policy, an accepted quotation, or these Terms unless expressly authorized in a writing signed by an authorized AES officer.

Product specifications applicable to a particular order are those stated in the AES quotation or Product documentation applicable to that order. In the event of a conflict, the written quotation accepted by AES controls over general website, catalog, or marketing materials.

 

3. Product Images, Illustrations & Marketing Materials

Product photographs, renderings, illustrations, diagrams, lifestyle images, videos, and other visual representations displayed on AES’s website, catalogs, quotations, advertisements, marketing materials, packaging, or other promotional materials (collectively, “Marketing Images”) are provided for illustrative, informational, and marketing purposes only and are not necessarily intended to constitute exact representations of the Products.

 

Marketing Images may depict representative configurations, finishes, colors, dimensions, accessories, components, environments, installations, or other features that may differ from the Products actually supplied. Products may also vary in appearance, configuration, materials, finishes, labeling, component placement, or other non-functional characteristics due to product development, manufacturing processes, supplier changes, availability, regulatory requirements, software or hardware revisions, or other circumstances.

 

Unless expressly stated otherwise in a written quotation or other written agreement signed by an authorized representative of AES, Marketing Images shall not be deemed a sample, model, specification, warranty, guarantee, or contractual representation that the Products supplied will conform exactly to any particular image, rendering, illustration, or other visual representation.

 

The applicable written Product specifications, accepted quotation, and the AES Limited Warranty Policy, as expressly incorporated into the applicable transaction, shall control over Marketing Images in the event of any inconsistency. Nothing in this Section permits AES to make materially false or misleading representations concerning its Products or to disclaim an express warranty that has otherwise been validly made part of the parties’ agreement.

 

4. Professional Installation; Distributor & Reseller Representations

AES products are commercial products designed and manufactured for installation, configuration, commissioning, and servicing by qualified and properly trained professional installers. AES products are not designed, intended, or represented by AES for do-it-yourself (“DIY”), consumer, or other untrained installation. Customer, distributor, reseller, and any other party responsible for installation shall ensure that AES products are installed, configured, commissioned, and serviced only by personnel who possess the training, skills, experience, licenses, certifications, and authorizations required by applicable law and necessary for the proper installation and operation of the products.

 

AES shall not be responsible for, and shall have no liability arising from, any failure, damage, loss, injury, claim, or other consequence resulting from improper, unauthorized, or unqualified installation, configuration, commissioning, modification, service, maintenance, or use of an AES product, including any installation or use contrary to AES’s written installation instructions, product documentation, specifications, or other published requirements.

 

AES sells its products directly to authorized distributors and does not control, direct, or assume responsibility for representations, claims, descriptions, advertising, installation instructions, product demonstrations, warranties, guarantees, or other statements made by distributors, resellers, online resellers, marketplace sellers, installers, or other third parties concerning AES products, except to the extent such representation or claim is expressly authorized in a written document issued by AES or is otherwise attributable to AES under applicable law.

 

Distributors, resellers, online resellers, and other third parties are solely responsible for the accuracy and lawfulness of their own marketing, advertising, product descriptions, performance claims, installation representations, warranties, guarantees, and other statements concerning AES products. No distributor, reseller, online reseller, installer, or other third party is authorized to make any representation, warranty, guarantee, or commitment on behalf of AES that is inconsistent with AES’s written product specifications, the AES Limited Warranty Policy, installation instructions, or other written materials expressly authorized by AES.

 

Any representation, warranty, guarantee, or commitment made by a distributor, reseller, online reseller, installer, or other third party that exceeds, modifies, or conflicts with AES’s express written terms shall be the sole responsibility of the party making such representation, warranty, guarantee, or commitment and shall not bind AES or create any additional obligation, warranty, or liability on the part of AES, except to the extent otherwise required by applicable law.

 

Distributors and resellers shall indemnify, defend, and hold harmless AES and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, loss, liability, damage, cost, or expense, including reasonable attorneys’ fees, arising out of or resulting from any false, misleading, unauthorized, or materially inaccurate representation, warranty, guarantee, advertisement, product description, installation representation, or other claim made by such distributor or reseller concerning an AES product, except to the extent caused by AES’s own breach, negligence, willful misconduct, or other liability that cannot lawfully be allocated to the distributor or reseller.

 

5. Export Controls

Customer and Distributor shall comply with all applicable U.S. export-control, sanctions, customs, and import laws and regulations. Customer and Distributor shall not export, re-export, transfer, or use Products in violation of applicable law or for prohibited end uses or prohibited end users.

 

6. Cybersecurity & Connected Products

Customer and Distributor are responsible for implementing reasonable security practices relating to installation, configuration, credentials, network access, connected devices, and use of Products. AES is not responsible for vulnerabilities or failures arising from Customer’s or Distributor’s network, third-party systems, unauthorized access, improper configuration, or failure to implement AES’s published security recommendations.

 

7. Taxes, Duties & Governmental Charges

Customer is responsible for all applicable taxes, duties, tariffs, customs charges, and governmental charges arising from the purchase, importation, exportation, resale, distribution, or use of Products, including sales and use taxes, unless Customer provides valid exemption documentation accepted by AES.

 

8. Title & Risk of Loss

Title to Products remains with AES until AES has received full payment for those Products. Risk of loss transfers to Customer upon shipment under FOB Shipping Point terms unless otherwise agreed in writing.

 

9. Shipping, Delivery & Inspection

9.1 Delivery Terms

Delivery dates and lead times are estimates only and are not guaranteed.

 

9.2 Typical Lead Times

• Stock items: generally 1–2 business days.

• Standard orders: generally up to 5 business days.

• Custom or large orders: generally up to 4 weeks.

Customer is responsible for maintaining adequate inventory levels where Customer is purchasing Products for resale or distribution.

 

9.3 Inspection

Customer shall inspect Products within five (5) business days after receipt. Customer must provide written notice of visible defects, shortages, or shipment discrepancies within that period. Failure to provide such notice constitutes acceptance of the Products, subject to applicable warranty rights for latent defects under the AES Limited Warranty Policy.

 

9.4 Drop-Ship Handling Fee

For orders fulfilled by direct drop shipment to Customer’s customer, AES will charge a $15.00 handling fee per shipment. The fee covers administrative processing, packaging, and coordination and is in addition to the cost of Products, shipping charges, taxes, duties, and other applicable charges.

 

9.5 Delay Protection

AES is not responsible for delivery delays caused by events beyond its reasonable control, including supply-chain disruptions, carrier delays, labor disputes, governmental actions, natural disasters, transportation interruptions, or other Force Majeure Events (see Section 17).

 

10. Marketing, Trademarks & Brand Use

10.1 Authorized Use — Limited Scope

Distributor may use AES trademarks, logos, product images, and marketing materials solely to advertise, promote, and sell Products, in accordance with AES brand guidelines. This license is limited to that purpose and does not extend to, and Distributor shall not use AES’s name or marks as part of, Distributor’s own trade name, business name, store signage, premises branding, uniforms, website domain name, or general business presentation, and does not authorize Distributor to hold itself out as an AES-branded or AES-operated location.

 

10.2 Purpose of Brand Guidelines

Any brand guidelines or quality-control requirements AES applies to Distributor’s use of its trademarks are intended solely to preserve the distinctiveness and integrity of AES’s marks and are not intended to direct or control the manner in which Distributor conducts its business generally.

 

10.3 Marketing Support

AES may provide marketing materials, displays, promotional support, or other marketing assistance at its discretion. AES may modify or withdraw voluntary marketing programs upon reasonable notice.

 

10.4 No Ownership

No ownership interest in AES trademarks, copyrights, product designs, documentation, or other intellectual property is transferred to Distributor.

 

11. Distributor Performance, Inventory & Territory

Minimum purchase volumes, minimum inventory requirements, and territory restrictions applicable to an approved distributor are established exclusively in that distributor’s signed Distributor Agreement. These Terms do not separately impose performance, inventory, or territory obligations on Customer.

 

11.1 Product Integrity

Distributor shall not sell counterfeit products as AES Products, modify or rebrand Products without prior written consent, or make false, misleading, or unauthorized representations about Products.

 

11.2 Competitive or Improper Representation

Distributor shall not represent third-party or competing products as AES Products or otherwise use AES intellectual property in a misleading manner.

 

12. Product Warranty

Products are covered solely by the AES Limited Warranty Policy (the “Warranty Policy”), the current version of which is available on AES’s website and upon request, and which is incorporated into these Terms by reference. The Warranty Policy — not these Terms — is the controlling document for warranty coverage, duration, exclusive remedy, exclusions, and disclaimer of implied warranties. No employee, distributor, reseller, or other party may extend, expand, or modify the AES Limited Warranty Policy except as stated in Section 2.8 above.

 

The Warranty Policy governs the overall warranty duration and remedy, the detailed excluded causes applicable to a claim, the operational RMA and returns process, applicable fees, and the terms specifically applicable to a warranty claim by an Installer or Homeowner (a “Consumer”), including the dispute resolution, jury trial waiver, and attorneys’ fees provisions applicable to such a claim.

 

13. Returns & RMA

13.1 RMA Required

All returns, whether for a suspected defect or otherwise, require prior written Return Merchandise Authorization (RMA) from AES. AES may refuse unauthorized returns and return them to Customer at Customer’s expense.

 

13.2 Return Window

Returns must be initiated within thirty (30) days after delivery unless otherwise approved in writing by AES.

 

13.3 Condition

Returned Products must be unused, in original packaging, and in resalable condition unless AES expressly approves otherwise.

 

13.4 Restocking Fees

Approved standard returns are subject to a 10% restocking fee. Used or installed items may be subject to a restocking fee of up to 30% of the invoiced purchase price.

 

13.5 Return Shipping

Customer is responsible for return shipping costs unless the return is due to AES error.

 

13.6 Warranty Claims

A return submitted as a warranty claim for a suspected defect follows the RMA process described in this Section 13, but is evaluated, and any No-Fault-Found fee is assessed, under the claim procedure set forth in the AES Limited Warranty Policy.

 

14. Technical Support

AES provides commercially reasonable technical support through phone, email, and electronic communication channels. AES may require reasonable troubleshooting, diagnostic information, photographs, test results, proof of purchase, or other information before approving a return or warranty claim.

For distributor accounts, Distributor is responsible for first-line customer communication and for ensuring that Product issues are reasonably evaluated before escalation to AES.

 

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, AES’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PRODUCT SHALL NOT EXCEED THE AMOUNT PAID TO AES FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER THEORY OF LIABILITY.

 

The limitations in this Section 15 do not apply to: (a) a party’s indemnification obligations under Section 16; (b) a breach of the confidentiality obligations in Section 20; (c) infringement or misappropriation of the other party’s intellectual property rights; or (d) damages arising from a party’s fraud, gross negligence, or willful misconduct.

Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, including liability that applicable law expressly prohibits the parties from limiting or excluding.

 

15.1 Third-Party Claims Through Distributors

AES shall have no liability for claims asserted against AES by or through Distributor’s customers or other third parties except to the extent expressly provided under a written agreement signed by AES. Distributor remains responsible for its representations, installation practices, modifications, and commitments made to its customers.

 

15.2 No Third-Party Beneficiaries

No person or entity other than AES and Customer or Distributor, as applicable, is intended to be a third-party beneficiary of these Terms, except where expressly stated in a written agreement signed by AES.

 

16. Indemnification

16.1 Distributor Indemnification

Distributor shall defend, indemnify, and hold harmless AES and its officers, directors, employees, agents, and affiliates from claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) improper installation or use of Products; (b) modification of Products by Distributor or its customers; (c) Distributor’s violation of applicable laws or regulations; (d) unauthorized representations or misrepresentations by Distributor; or (e) Distributor’s breach of these Terms.

 

16.2 AES Indemnification (Intellectual Property Infringement)

AES shall defend, indemnify, and hold harmless Distributor from third-party claims alleging that an unmodified Product, used in accordance with AES’s written specifications and documentation, infringes or misappropriates a valid United States patent, trademark, or copyright, provided that Distributor promptly notifies AES of the claim, permits AES to control the defense and settlement, and reasonably cooperates at AES’s expense. This obligation does not apply to claims arising from: (a) modification of a Product by Distributor or a third party; (b) combination of a Product with products, software, or services not supplied or authorized by AES; or (c) use of a Product other than as specified in AES’s documentation. If a Product becomes, or AES reasonably believes it may become, the subject of an infringement claim, AES may, at its option and expense, procure the right for Distributor to continue using the Product, replace or modify the Product to be non-infringing without materially reducing its performance, or accept return of the affected Product and refund the price paid, less reasonable depreciation.

 

16.3 Indemnification Procedure

The party seeking indemnification shall promptly notify the indemnifying party in writing of the claim, tender control of the defense and settlement to the indemnifying party, and reasonably cooperate at the indemnifying party’s expense. The indemnifying party shall not settle a claim in a manner that imposes liability, admits fault, or creates an obligation on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

 

17. Force Majeure

AES shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, labor disputes, supply-chain disruptions, transportation interruptions, carrier delays, telecommunications or utility failures, governmental actions, embargoes, acts of war, terrorism, epidemics, or other events that could not reasonably be prevented or overcome by AES.

 

18. Data, Privacy & Recording

18.1 Recording

Distributor consents to AES recording business communications, where legally permitted, for training, quality assurance, security, and compliance purposes. Where applicable law requires consent, AES will obtain the required consent.

 

18.2 Privacy

Each party shall comply with applicable laws governing personal information in connection with its activities under these Terms. AES will process personal information in accordance with applicable U.S. privacy requirements to the extent applicable to AES’s activities.

 

18.3 Customer/Distributor Responsibility

Distributor is responsible for obtaining any customer consents required for its own collection, use, disclosure, or recording of personal information or communications.

 

18.4 CCPA Service Provider Status

To the extent AES processes personal information of California residents on behalf of Distributor in connection with these Terms, AES will process that personal information solely for the purposes specified in these Terms, will not sell or share such personal information as those terms are defined under the California Consumer Privacy Act, as amended (“CCPA”), and will not retain, use, or disclose such personal information for any purpose other than providing the services contemplated by these Terms, except as otherwise permitted under the CCPA.

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18.5 International Data Transfers

If Distributor operates in, or provides AES with personal information originating from, the European Economic Area, the United Kingdom, or another jurisdiction whose law restricts cross-border transfer of personal information, the parties shall execute a separate data processing addendum, including an appropriate transfer mechanism such as the European Commission’s Standard Contractual Clauses, before any such transfer occurs.

 

18.6 Security Incident Notification

Each party shall notify the other without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any confirmed unauthorized access to, or acquisition, disclosure, or loss of, personal information processed in connection with these Terms that is reasonably likely to require notification under applicable law. Each party shall reasonably cooperate with the other’s investigation and any resulting regulatory or individual notification obligations.

 

19. Termination

This Section governs the purchasing relationship between AES and Customer under these Terms. Where Customer is an approved distributor operating under a signed Distributor Agreement, the term and termination provisions of that Distributor Agreement also apply to the distributor relationship.

 

19.1 Termination for Convenience

For purchasing relationships governed solely by these Terms, either party may terminate upon thirty (30) days’ written notice.

 

19.2 Termination for Cause

Either party may terminate for a material breach that is not cured within a reasonable period, and not less than fifteen (15) days, after written notice. AES may terminate immediately for non-payment, fraud, counterfeit activity, unauthorized use of AES intellectual property, or other conduct that cannot reasonably be cured.

 

19.3 Effect of Termination

Upon termination, all outstanding invoices and amounts due become immediately payable; Distributor shall cease representing itself as an authorized AES distributor; Distributor shall cease use of AES trademarks, logos, marketing materials, and other AES intellectual property; and accrued rights and obligations remain enforceable.

 

19.4 Inventory

Unless otherwise agreed in writing, termination does not create a right to return conforming inventory or require AES to repurchase inventory.

 

20. Confidentiality

Each party shall maintain the confidentiality of non-public proprietary or confidential information received from the other party and shall not disclose such information except to employees, professional advisors, contractors, or service providers who have a need to know and are bound by confidentiality obligations, or as required by law. Confidentiality obligations survive termination for three (3) years, except trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

 

21. Non-Disparagement

Neither party shall knowingly make materially false or defamatory statements concerning the other party or its Products. Nothing in this Section prohibits truthful statements required by law, truthful consumer or business reviews, or good-faith communications made in connection with a legal proceeding or regulatory inquiry.

 

22. Intellectual Property

All trademarks, logos, copyrights, product designs, documentation, software, and other intellectual property associated with the Products remain the exclusive property of AES or its licensors. Distributor receives only the limited rights expressly granted under these Terms.

 

23. Compliance With Law

Customer and Distributor shall comply with all applicable federal, state, and local laws and regulations relating to the purchase, marketing, resale, installation, distribution, import/export, advertising, data handling, and use of Products, including applicable consumer-protection and privacy requirements.

 

24. Survival

Termination or expiration shall not affect provisions that by their nature or express terms survive, including payment obligations, confidentiality, indemnification, limitation of liability, warranty terms under the AES Limited Warranty Policy, intellectual property protections, non-disparagement, governing law and venue, attorneys’ fees, accrued rights, and any other provision intended to survive.

 

25. Entire Agreement & Order of Precedence

These Terms, together with the AES Limited Warranty Policy, applicable Exhibits, quotations, and written addenda expressly incorporated into an accepted transaction, constitute the agreement governing the purchase and distribution of Products and supersede prior proposals, agreements, and understandings concerning the same subject matter.

 

In the event of a conflict, the following order of precedence shall apply: (1) a written agreement signed by AES and Customer that expressly addresses the subject matter, but only to the extent it expressly states that it supersedes these Terms for that subject matter — otherwise these Terms control; (2) for warranty coverage, duration, remedy, exclusions, returns procedures, and disclaimers specifically, the AES Limited Warranty Policy, noting that the dispute resolution, jury trial waiver, and attorneys’ fees provisions of the Warranty Policy apply only to a claim by a Consumer (an Installer or Homeowner) and not to Distributor, whose claims remain governed by Section 27 (Dispute Resolution), Section 29 (Jury Trial Waiver), and Section 30 (Attorneys’ Fees) of these Terms or the applicable Distributor Agreement; (3) an accepted AES quotation; (4) these Terms; and (5) Customer’s purchase order, solely to the extent expressly accepted by AES in writing. Customer’s purchase order, acknowledgment, portal terms, vendor-registration terms, or other document containing terms additional to or different from these Terms shall not modify or supersede these Terms unless expressly accepted in a writing signed by an authorized officer of AES. AES’s acceptance of an order, shipment of Products, or failure to object to Customer’s terms shall not constitute acceptance of such additional or conflicting terms.

 

26. Amendments & Policy Modifications

Except for the unilateral MAP Policy described in Exhibit A and the AES Limited Warranty Policy (each of which AES may modify as described in those documents), these Terms may be amended only by a written instrument signed by AES and the Customer where required, or by AES posting an updated version of these Terms with reasonable notice for purchases made after the effective date of the update.

 

27. Dispute Resolution

Before initiating litigation arising out of or relating to these Terms, the parties shall first attempt in good faith to resolve the dispute through direct negotiation between senior representatives of each party with authority to resolve the dispute. If the dispute is not resolved within thirty (30) days after written notice describing the dispute, either party may submit the dispute to non-binding mediation administered by a mutually agreed mediator, or, absent agreement within fifteen (15) days, a mediator appointed under the American Arbitration Association’s Commercial Mediation Procedures, to be held in Brevard County, Florida. If the dispute is not resolved through mediation within sixty (60) days after mediation is initiated, either party may pursue any remedy available under these Terms or applicable law. Notwithstanding the foregoing, either party may seek a temporary restraining order, preliminary injunction, or other emergency equitable relief at any time, without first complying with this Section, to the extent necessary to prevent irreparable harm, including to protect confidential information, intellectual property, or trademark rights.

 

28. Governing Law & Venue

These Terms shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles. Exclusive venue for any action arising out of or relating to these Terms shall lie in the state courts located in Brevard County, Florida, or the United States District Court for the Middle District of Florida. Each party irrevocably submits to personal jurisdiction in those courts and waives any objection based on forum non conveniens.

 

29. Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

 

30. Attorneys’ Fees

In any dispute arising under or relating to these Terms, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs to the extent permitted by Florida law.

 

31. Notices

Notices required under these Terms shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the addresses or designated contacts maintained by the parties. Either party may update its notice information by written notice.

 

32. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intended purpose.

 

33. Waiver

No waiver of any provision or breach shall be effective unless in writing. A failure or delay in exercising any right shall not constitute a waiver of that right or any subsequent right.

 

34. Electronic Acceptance

Customer’s electronic acceptance of these Terms, including by checking an acceptance box, clicking an acceptance button, submitting an electronic order that references these Terms, electronically signing an order or agreement, or otherwise taking an action that reasonably indicates acceptance, constitutes Customer’s agreement to these Terms. Electronic records and signatures shall have the same effect as paper records and handwritten signatures to the extent permitted by applicable law. AES may retain a record of the version of these Terms accepted by Customer.

Exhibit A

Minimum Advertised Price (MAP) Policy

This MAP Policy is a unilateral policy established solely by AES. It does not constitute an agreement regarding resale pricing and does not restrict Distributor’s actual resale pricing. Distributor remains free to sell Products at any price it chooses, subject to applicable law and this unilateral policy governing public advertising.

 

A.1. MAP Definition

MAP applies only to publicly advertised pricing, including websites, online marketplaces, email campaigns, print advertising, digital advertising, catalogs, and similar public promotional materials.

MAP does not apply to:

• In-cart pricing not displayed publicly before checkout.

• Private quotations or proposals.

• Negotiated transactions.

• One-to-one customer communications that are not publicly accessible.

 

A.2. MAP Levels

Distributor Type

Minimum Advertised Price

Online Resellers

Not more than 35% below MSRP

Brick-and-Mortar Distributors

Not more than 60% below MSRP

 

A.3. Enforcement

AES retains sole discretion to determine whether publicly advertised pricing complies with this MAP Policy. AES may take action it determines appropriate, including written warning, suspension of supply or support, suspension of distribution rights, or termination of distribution rights.

 

A.4. Marketplace Restrictions

Distributor shall not sell Products on third-party marketplaces, including Amazon, eBay, or similar platforms, without prior written authorization from AES. AES may impose additional marketplace requirements as a condition of authorization.

 

A.5. Antitrust Compliance

AES does not request, require, or solicit Distributor’s agreement to any resale price. Distributor independently determines its resale prices. Nothing in this MAP Policy shall be construed as an agreement or coordination between AES and Distributor concerning Distributor’s actual resale prices. This Policy addresses only AES’s unilateral public-advertising policy.

 

A.6. Modification

AES may modify this MAP Policy upon reasonable written notice. Such modifications apply prospectively.

 

Exhibit B

Online Reseller Addendum

This Exhibit applies only to Distributors approved by AES as online resellers. If there is a conflict between this Exhibit and the body of these Terms regarding online-reseller-specific commercial terms, this Exhibit controls solely with respect to those terms.

 

B.1. Territory

Approved online resellers are authorized to sell Products within North and South America, subject to these Terms, AES’s marketplace restrictions, and the MAP Policy.

 

B.2. Online Reseller Discount

The discount applicable to an approved online reseller, and any conditions for adjusting that discount, are established in that online reseller’s signed Distributor Agreement and are confidential as between AES and that distributor, consistent with the confidentiality of pricing terms described in the Distributor Agreement.

 

B.3. Credit Terms

Credit terms do not automatically apply to online resellers. Any credit terms offered to an online reseller must be expressly approved in writing by AES.

 

B.4. Inventory Requirement

The minimum inventory requirement described in an approved distributor’s Distributor Agreement does not apply to approved online resellers.

 

B.5. Marketplace Authorization

Online resellers may not list or sell Products through Amazon, eBay, or other third-party marketplaces without prior written authorization from AES. Authorization may be limited by account, Product, marketplace, territory, or other conditions.