Effective September 2026 · Download as PDF
Air Gaging LLC · 11750 W Chetlain Ln, Galena, Illinois 61036 · (815) 242-0027 · info@airgaging.com
These Terms govern every quotation, order and sale by Air Gaging LLC. Please read them. By placing an order, accepting delivery, or paying an invoice, you agree to them.
1. Definitions
"Seller" means Air Gaging LLC, an Illinois limited liability company, 11750 W Chetlain Ln, Galena, IL 61036.
"Buyer" means the person or entity placing an Order, as identified on the Order or Quotation.
"Products" means the goods Seller agrees to supply under a Contract — including air gage probes and rings, setting masters, readout and display units, accessories, and any software embedded in or supplied with them.
"Manufacturer" means the third party that manufactured a Product. Seller is an authorized distributor of the Products it sells and does not manufacture them.
"Services" means any calibration, repair, application assistance, or other service Seller agrees to provide.
"Quotation" means any document from Seller describing Products or Services offered to Buyer, including quotations generated by Seller's online configurator.
"Order" means Buyer's request to purchase Products or Services.
"Contract" means the agreement formed by Seller's Quotation, Buyer's Order, and Seller's written acceptance (such as an order confirmation or sales order), incorporating these Terms.
2. Basis of Sale
2.1 These Terms control. They apply to every Contract and prevail over any terms in Buyer's purchase order or other document. No additional or different terms proposed by Buyer become part of a Contract unless Seller expressly agrees in writing. Seller's failure to object to Buyer's terms is not acceptance of them.
2.2 Buyer's acceptance of Products, acceptance of Services, or payment of any invoice constitutes acceptance of these Terms.
2.3 Any customization of a Product at Buyer's request is priced separately and may be subject to additional terms.
3. Quotations
3.1 Prices, delivery estimates, drawings and specifications in a Quotation are for information only and are not binding until Buyer's Order is accepted by Seller under Section 4.
3.2 Online quotations. Quotations generated by Seller's online configurator are estimates based on the data Buyer entered. Seller reviews every such quotation before accepting an Order. Where a discrepancy exists between the online quotation and Seller's review, Seller will notify Buyer and the corrected price applies, subject to Buyer's approval.
3.3 Unless stated otherwise, a Quotation is valid for thirty (30) days. After that period, prices, lead times and conditions may be revised.
3.4 Seller may correct clerical or typographical errors in any Quotation.
4. Orders
4.1 By submitting an Order, Buyer confirms it has read and accepts these Terms.
4.2 No Order binds Seller until Seller accepts it in writing, such as by issuing an order confirmation or sales order.
4.3 Once accepted, an Order is firm and may be cancelled or modified only as provided in Section 17.
5. Prices and Taxes
5.1 Prices are those stated in the Quotation or agreed in writing. All prices are in United States dollars.
5.2 Unless stated otherwise, prices exclude sales tax, use tax, excise tax, duties, freight, and insurance. These are Buyer's responsibility and will be added to the invoice or billed separately unless Buyer provides a valid exemption certificate before shipment.
5.3 If, after a Contract is formed, Buyer requests additional Services not in the Contract — including expedited delivery, additional documentation, or rescheduling — Seller may invoice the associated costs.
6. Shipping and Delivery
6.1 Unless agreed otherwise in writing, Products are sold FOB Galena, Illinois (UCC § 2-319). Seller will arrange shipment on Buyer's behalf using a carrier of Seller's choice unless Buyer specifies otherwise; freight is billed to Buyer.
6.2 Delivery dates are estimates based on Manufacturer lead times and are not guaranteed. Seller will use reasonable efforts to meet them and will notify Buyer of material delays. Delay does not entitle Buyer to cancel, refuse delivery, or claim damages, except as provided in Section 17.
6.3 Seller may make partial shipments and invoice each separately.
6.4 Buyer must inspect shipments on receipt and note visible damage or shortage with the carrier at that time. Claims for damage in transit are Buyer's to pursue with the carrier once risk has passed under Section 7.
7. Risk and Title
7.1 Risk of loss passes to Buyer when Seller delivers the Products to the carrier at Galena, Illinois.
7.2 Title passes to Buyer upon Seller's receipt of payment in full. Until then, Seller retains a purchase-money security interest in the Products and Buyer authorizes Seller to file any financing statement needed to perfect it.
8. Terms of Payment
8.1 First orders from a new Buyer are payable by credit card before shipment.
8.2 For Buyers with approved credit, terms are net thirty (30) days from invoice date unless otherwise agreed in writing. Seller may require full or partial prepayment, or security, at any time if it reasonably believes Buyer's financial condition warrants it.
8.3 Each shipment may be invoiced separately upon shipment.
8.4 All amounts are payable in full without set-off, deduction, or counterclaim.
8.5 Overdue amounts bear interest at 1.5% per month (18% per year) or the maximum rate permitted by Illinois law, whichever is less, from the due date until paid.
8.6 If Buyer fails to pay when due, Seller may, without prejudice to other remedies: suspend or cancel further deliveries under any Contract; withhold warranty service; declare all amounts owed under any Contract immediately due; and recover collection costs, including reasonable attorneys' fees.
9. Products
9.1 Products are supplied to the Manufacturer's published specifications current at the time of Order. Manufacturers may make changes that do not materially affect form, fit, or function.
9.2 Products made to Buyer's specified dimensions — including gages, masters, and special-length or special-jet configurations — are custom-manufactured and cannot be returned except under warranty.
10. Installation, Use and Maintenance
10.1 Unless Services are included in the Contract, Buyer is responsible for installation, setup, and integration of Products.
10.2 Precision instruments. Air gaging Products are precision measuring devices whose accuracy depends on setup, mastering, air supply quality, cleanliness, temperature, and operator technique. Buyer acknowledges that:
- Products must be used by trained, competent personnel familiar with air gaging practice;
- Products must be mastered with appropriate setting masters and periodically re-verified;
- measurements should be verified by regular calibration and cross-checks with other instruments in accordance with good metrology practice;
- compressed air must be clean, dry, and regulated as the Manufacturer specifies.
10.3 Seller is not responsible for measurement results, product acceptance decisions, or process control decisions Buyer makes using the Products.
11. Inspection and Acceptance
11.1 Buyer shall inspect Products within ten (10) days of receipt and notify Seller in writing of any nonconformity, shortage, or visible defect. Products not rejected within that period are deemed accepted.
11.2 Returns require Seller's prior written authorization and a return authorization number. Products must be returned in original condition and packaging, freight prepaid.
12. Warranty
12.1 Manufacturer's warranty. Products carry the warranty extended by their Manufacturer, which Seller passes through to Buyer to the extent the Manufacturer permits. Seller will assist Buyer in presenting warranty claims to the Manufacturer but does not itself warrant Products beyond what is stated in this Section.
12.2 Seller's limited warranty. Seller warrants that, at the time of shipment, Products (i) are the Products described in the Contract, (ii) are new unless described otherwise, and (iii) conform to the Manufacturer's published specifications. This warranty runs for twelve (12) months from shipment or the Manufacturer's warranty period, whichever is shorter.
12.3 Certification. Setting masters are supplied with a long-form certificate of calibration, traceable to N.I.S.T., as stated on the Quotation. Certified dimensions are those measured by the Manufacturer's calibration laboratory at the time of certification.
12.4 Remedy. If a Product fails to conform to Section 12.2, and Buyer notifies Seller within the warranty period and returns the Product under Section 11.2, Seller will at its option repair the Product, replace it, or refund the purchase price. This is Buyer's sole and exclusive remedy for breach of warranty. Repair or replacement does not extend the warranty period.
12.5 Exclusions. The warranty does not cover: normal wear, including wear of gaging surfaces and jets; damage from misuse, neglect, accident, contaminated or unregulated air, improper mastering, or improper storage; Products modified, reworked, or repaired by anyone other than the Manufacturer or Seller; consumables; or defects arising from Buyer's specifications, drawings, or materials.
12.6 Seller does not warrant that any software embedded in a Product will be uninterrupted or error-free.
12.7 If Buyer's warranty claim is found to be unjustified, Seller may charge reasonable costs of inspection and handling.
12.8 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BUYER IS SOLELY RESPONSIBLE FOR DETERMINING THAT PRODUCTS ARE SUITABLE FOR ITS APPLICATION.
13. Limitation of Liability
13.1 Cap. SELLER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
13.2 Excluded damages. IN NO EVENT SHALL SELLER BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, DOWNTIME, COST OF SUBSTITUTE GOODS, SCRAPPED OR REWORKED PARTS, RECALL COSTS, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.
13.3 Measurement results. Without limiting the foregoing, Seller is not liable for the consequences of any measurement, acceptance, or rejection decision made using the Products.
13.4 Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud or for death or personal injury caused by Seller's negligence.
13.5 Any claim against Seller must be brought within one (1) year after the claim arises, and in no event more than two (2) years after delivery of the Product concerned.
14. Software
14.1 Software embedded in or supplied with a Product is licensed, not sold, under the Manufacturer's license terms. Buyer receives a non-exclusive, non-transferable right to use the software only with the Product on which it was supplied.
14.2 Buyer shall not copy, modify, reverse-engineer, decompile, or disassemble the software except as applicable law expressly permits.
15. Intellectual Property
15.1 All intellectual property in the Products, software, documentation, and Seller's quotations, drawings, and configurator remains with Seller or the respective Manufacturer. Nothing in a Contract transfers any such rights to Buyer.
15.2 Where Products are made to Buyer's design or specification, Buyer warrants that it has the right to have them made and shall indemnify Seller against any claim that they infringe a third party's rights.
16. Force Majeure
Seller is not liable for delay or failure to perform caused by events beyond its reasonable control, including Manufacturer delays or allocation, supplier failures, transportation disruption, labor disputes, fire, flood, epidemic, government action, tariffs or trade restrictions imposed after the Contract date, or failure of utilities. Delivery dates extend for the duration of the event. If the event continues more than ninety (90) days, either party may cancel the affected portion of the Contract without liability, except that Buyer shall pay for Products delivered and for custom-manufactured Products already in production.
17. Cancellation and Returns
17.1 Custom products. Gages, masters, and other Products manufactured to Buyer's specified size or configuration are ordered from the Manufacturer on Buyer's behalf and cannot be cancelled once accepted except as the Manufacturer permits. Cancellation charges imposed by the Manufacturer are Buyer's responsibility.
17.2 Stock products. Readout units and stock accessories may be cancelled before shipment without charge. After shipment, returns of unused stock Products in original packaging may be accepted within thirty (30) days, subject to a restocking charge of fifteen percent (15%) and return freight at Buyer's expense.
17.3 Seller may cancel or suspend a Contract if Buyer breaches these Terms, becomes insolvent, or fails to pay when due.
18. Export Control
Products may be subject to United States export control laws, including the Export Administration Regulations. Buyer shall not export, re-export, or transfer Products in violation of those laws and shall not sell Products to any party or destination subject to U.S. sanctions. Buyer is responsible for obtaining any export license required for its own shipments.
19. Confidentiality
Each party shall keep confidential the other's non-public technical and commercial information disclosed in connection with a Contract, and use it only for the Contract's purpose. This does not apply to information that is public, already known to the recipient, or independently developed. Seller's pricing to Buyer is confidential.
20. Privacy
Seller collects Buyer contact and order information to prepare quotations, fulfill orders, and communicate about them. Seller's handling of that information is described in its Privacy Policy. Seller does not sell personal information.
21. General
21.1 Governing law. These Terms and every Contract are governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Venue. Any action arising out of a Contract shall be brought exclusively in the state or federal courts located in Jo Daviess County, Illinois, and Buyer consents to their jurisdiction. Seller may enforce a judgment in any court of competent jurisdiction.
21.3 Entire agreement. The Contract, including these Terms, is the entire agreement between the parties on its subject and supersedes all prior discussions. It may be amended only in a writing signed by Seller.
21.4 Severability. If any provision is held unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted.
21.5 Waiver. Seller's failure to enforce any provision is not a waiver of it.
21.6 Assignment. Buyer may not assign a Contract without Seller's written consent. Seller may assign to an affiliate or successor.
21.7 Notices. Notices shall be in writing to the addresses on the Quotation or invoice, and are effective on receipt.
21.8 Relationship. Seller is an independent distributor. Nothing in these Terms makes Seller the agent of any Manufacturer or gives Buyer rights against a Manufacturer beyond the Manufacturer's own warranty.
Questions about these Terms: (815) 242-0027 · info@airgaging.com