TERMS AND CONDITIONS OF SALE

By installing an American MotorSport chip, you agree with the following terms and conditions.

1. TRANSPORTATION, TITLE, RISK OF LOSS
The Buyer shall assume all transportation charges from American Motorsport to the buyers location. Title to the product shall pass to the Buyer upon delivery of such product or any
part thereof to the Buyer. Risk of loss of the product or any part thereof shall pass to the Buyer upon delivery of such product or part thereof to the Carrier.

2. WARRANTY
AMERICAN MOTORSPORT, S.A. DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH ANY PRODUCTS OR SERVICES RENDERED BY AMERICAN MOTORSPORT, S.A. TO BUYER, INCLUDING, WITHOUT LIMITATION, ANY PRODUCTS, SYSTEMS, OPERATIONS, CALIBRATION, EQUIPMENT, MACHINERY, DEVICES, MANUALS, INSTRUCTIONS, COMMUNICATIONS, PROTOTYPES OR DESIGNS THAT WERE IN ANY WAY DERIVED OR WHICH MAY RESULT FROM ANY RECOMMENDATIONS, PRODUCTS OR SERVICES INCLUDING, BUT NOT LIMITED TO, DATA, TESTING, COMMUNICATIONS, CALIBRATION OR ANALYSIS PERFORMED OR DELIVERED BY AMERICAN MOTORSPORT, S.A. IN CONNECTION WITH THIS SALE. BUYER SHALL ASSUME ALL RISKS AND LIABILITY ARISING FROM AMERICAN MOTORSPORT, S.A.’S DELIVERY OF ANY PRODUCTS OR SERVICES INCLUDING BUT NOT LIMITED TO ANY RECOMMENDATIONS, DATA, PRODUCTS, COMMUNICATIONS, CALIBRATION, SERVICES OR ANALYSIS PERFORMED OR DELIVERED BY AMERICAN MOTORSPORT, S.A. IN CONNECTION WITH THIS SALE INCLUDING BUYER’S MANUFACTURE, USE, SALE OR IMPLEMENTATION OF CALIBRATION, PRODUCTS OR SERVICES PROVIDED BY AMERICAN MOTORSPORT, S.A. AND ANY EQUIPMENT, MACHINERY, SYSTEMS, COMMUNICATIONS, SERVICES OR PRODUCTS DERIVED THEREFROM, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER DESIGNS OR PRODUCTS OR SERVICES. IN NO EVENT WILL AMERICAN MOTORSPORT, S.A. BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF AMERICAN MOTORSPORT, S.A. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; INCLUDING DAMAGES TO BUYER’S POWERTRAIN OR BUYER’S CUSTOMERS’ POWERTRAINS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT AMERICAN MOTORSPORT, S.A. DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES THAT ANY OF THE PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, SYSTEMS, OPERATIONS, CALIBRATION, EQUIPMENT, MACHINERY, DEVICES, MANUALS, INSTRUCTIONS, COMMUNICATIONS, PROTOTYPES OR DESIGNS RESULTING FROM AMERICAN MOTORSPORT, S.A. ’S PERFORMANCE UNDER THIS CONTRACT WILL NOT INFRINGE THE CLAIMS OF ANY DOMESTIC OR FOREIGN PATENTS OR COPYRIGHTS AND THAT AMERICAN MOTORSPORT, S.A. DOES NOT WARRANT AGAINST PATENT OR COPYRIGHT INFRINGEMENT ARISING FROM THE USE OF ANY RECOMMENDATIONS, DATA, PRODUCTS, COMMUNICATIONS, CALIBRATION, SERVICES OR ANALYSIS PERFORMED OR DELIVERED BY AMERICAN MOTOSPORT, S.A.. FURTHER BUYER UNDERSTANDS THAT THE PRODUCTS OR SERVICES, INCLUDING CALIBRATIONS PROVIDED TO BUYER HEREUNDER MAY VOID THE ORIGINAL EQUIPMENT MANUFACTURER’S PRODUCT WARRANTY OR PARTS THEREOF OR ATTACHED THERETO, THEREFORE, BUYER AGREES IT SHALL NOT HOLD AMERICAN MOTORSPORT, S.A. RESPONSIBLE IF THE PRODUCTS OR SERVICES, INCLUDING CALIBRATION, IT PROVIDES TO BUYER OR BUYER’S CUSTOMERS VOIDS THE ORIGINAL EQUIPMENT MANUFACTURER’S PRODUCT WARRANTY.

3. LIMITATIONS OF LIABILITY
In no event, whether as a result of breach of contract, warranty, tort (including negligence and strict liability), or otherwise, shall American Motorsport, S.A. be liable for any special, consequential, incidental or penal damages including, but not limited to, loss of profit or revenues; damage or loss of use of the product and/or services or any associated equipment, systems, operations, services, devices, manuals, instructions, communications, prototypes, designs; cost of capital; cost of substitute products, facilities, services, or replacement power; down time costs; or claims of Buyer’s customers for such damages that were in any way derived or resulted from the use or non-use of any recommendations, data, products, communications, services, or analysis performed or delivered by American MotorSport, S.A. in connection with this sale. If Buyer transfers title, or leases the product sold hereunder, to any third party, Buyer shall obtain from such third party a provision affording American MotorSport, S.A. the protection of the preceding sentence.
In no event, whether as a result of breach of contract, warranty, tort (including negligence and strict liability), or otherwise shall American MotorSport, S.A. ’s total liability to Buyer for any and all loss or damage arising out of or resulting from this Agreement, or from its performance or breach, or from the product and/or services furnished hereunder exceed the price of the specific product and/or service which gives rise to the claim. Except as to title, any such liability shall terminate upon the expiration of the applicable American Motorsport, S.A.'s warranty period.
If American Motorsport, S.A. furnishes Buyer with advice or other assistance that concerns any product and/or services supplied hereunder or any system or equipment in which any such product may be inserted and which is not required pursuant to this Agreement, the furnishing of such advice or assistance shall not subject American Motorsport, S.A. to any liability, whether in contract, warranty, tort (including negligence and strict liability), or otherwise. Buyer shall defend, indemnify and hold American Motorsport, S.A. harmless from any and all liability, claims, demands, damages, cost and expenses, including but not limited to attorneys’ fees arising out of or in any way associated with the recommendations, data, products, communications, services, or analysis performed or delivered by American Motorsport, S.A. to Buyer under this sale or from the items contained in the foregoing paragraphs.
The invalidity, in whole or in part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph in this section.

4. JURISDICTION; ASSIGNMENT; ENTIRE AGREEMENT
The validity, performance, and all matters relating to the interpretation and effect of this contract, and any amendment hereto, shall be governed by the laws of and resolved in the exclusive jurisdiction of the courts of the Republic of Panama, excluding its conflict of laws principles. American MotorSport, S.A. is incorporated under the laws of the Republic of Panama, and as such, enjoys limited liability. Any actions brought against American MotorSport, S.A. shall be brought against American MotorSport, S.A. as an entity, and shallb bought in the courts of the Republic of Panama.  In consideration, Buyer may not bring any action arising from any transaction involving Buyer and American MotorSport, S.A. against American MotorSport, S.A.'s directors, agents, or employees (hereinafter referred to as “Releasees”) from any and all obligations, claims, or causes of action of any kind whatsoever, known or unknown, in tort, contract, or by federal, state, or local statute, regulation, or order, or on any other basis, for equitable relief, compensatory, punitive, or other damages, or for expenses (including attorney’s fees) whether caused by the negligence of the Releasees or otherwise, that arise in connection with any service or product.  The U.N. Convention for the International Sale of Goods is expressly excluded. American Motorsport’s sale and any contract based thereon is not assignable without the prior express written permission of American Motorsport, S.A.. This instrument constitutes the entire and only agreement between the parties respecting the subject matter hereof, and any representation, affirmation of fact, course of prior dealings, promise, or condition in connection therewith, or usage of the trade not incorporated herein, shall not be binding on either party. This instrument shall be effective and binding upon shipment of the product. No waiver, alteration, or modification of any of the provisions hereof shall be binding upon American Motorsport unless in writing and signed on its behalf by an employee of American Motorsport, S.A.

5. Off-Roadway or Racing Use
Because U.S., Canadian, state or provincial laws and regulations may prohibit removal or modification of components that were installed on vehicles by Ford Motor Company to meet emission requirements or to comply with the motor vehicle safety regulations applicable to vehicles manufactured for use on public roads. American Motorsport recommends that vehicles equipped with parts designated for off highway use not be operated on public roads and offers parts only for track or off-highway competitive performance use only. The Emissions laws and regulations of the state of California apply to all non-racing vehicles. Consequently, some American Motorsport parts may legally be used in California on racing vehicles only and not operated on public roads.