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1. Governing Provisions. This writing constitutes an offer or counteroffer by BluSkies International LLC. (“BLUSKIES”) to furnish the products and other items (“products”) described in accordance with these terms and conditions. THIS WRITING IS NOT AN ACCEPTANCE OF ANY OFFER MADE BY BUYER. NO ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS SHALL BE BINDING UPON BLUSKIES NOR CAN THE BUYER’S ACCEPTANCE LIMIT OR ALTER BLUSKIES TERMS AND CONDITIONS UNLESS SPECIFICALLY AGREED TO IN WRITING SIGNED BY DULY AUTHORIZED PERSONNEL OF BLUSKIES. BLUSKIES HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR DIFFERENT PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER COMMUNICATIONS FROM BUYER. Buyer shall be deemed to have accepted these terms and conditions of sale upon signing the face hereof or upon placement of a purchase order or by acceptance of any delivery made hereunder.

2. Cancellation. No order may be cancelled or altered by Buyer except upon terms and conditions acceptable to BLUSKIES as evidenced by a written consent signed by duly authorized personnel of BLUSKIES

3. Delivery. All products are sold F.O.B. BLUSKIES facilities, unless otherwise stated on the face hereof. Delivery of products to a carrier at BLUSKIES plant, warehouse or other loading point shall constitute delivery to the Buyer; and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by the Buyer. Method and route of shipment shall be at the discretion of BLUSKIES, unless Buyer shall specify otherwise. BLUSKIES shall not be liable for any damage as a result of any delay due to any cause beyond BLUSKIES reasonable control, including, without limitation, any act of God, act of the Buyer, governmental act, regulation or request, fire, accident, strike, slow-down, war, riot, delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities.

4. Acceptance. Except as may otherwise be provided in writing, Buyer shall be responsible to inspect the products delivered and to notify BLUSKIES in writing within TEN (10) DAYS after receipt of the products of Buyer’s rejection of the products and failure to give such notice shall constitute unqualified acceptance of the products on the terms and conditions set forth herein.

5. Payment. Net THIRTY (30) DAYS from date of invoice on approved credit, unless otherwise specified on the face of invoice. Late payments accrue a late charge of 1 ½% per month, but shall not exceed the maximum rate allowed by law. Buyer shall reimburse BLUSKIES for all costs incurred in collection (including reasonable attorney’s fees).

6. Relationship of Parties. Buyer acknowledges that the sole legal relationship that exists between Buyer and BLUSKIES is that of buyer and seller of goods. Buyer acknowledges that it is not an agent representative, franchisee, partner, or joint venture with respect to BLUSKIES and that BLUSKIES has no obligation to sell any products or other goods to Buyer other than as described on the face hereof. In the event there is a distributorship agreement in effect between the Buyer and BLUSKIES, the terms and conditions of such agreement shall control to the extent inconsistent with the terms and conditions set forth herein.

7. Warranties. BLUSKIES warrants that its fuel system management components have been verified to function individually and together to meet appropriate performance criteria for marine diurnal and marine fuel system standards. Any use of BluSkies fuel system management components in conjunction with fuel system management components not produced by BluSkies may impact individual component and system performance and in such cases BluSkies expressly does not warranty that the BluSkies component will perform to anything more or less than its original design specification. Any intended use of BluSkies fuel system management components in conjunction with fuel system management components not produced by BluSkies must be independently validated by the purchaser/user to confirm fuel system compatibility. And that all products are be free from defects in workmanship for a period limited to twelve (12) months from the date of original shipment from BLUSKIES and for a period of two (2) years related to CFR evaporative emissions standards (when applicable). If within such period, any product shall be proven to BLUSKIES satisfaction to be defective in workmanship, such products shall be either reworked, replaced or the price refunded, at BLUSKIES option. BLUSKIES obligation for defects in workmanship, and Buyer’s exclusive remedy, shall be limited to repair, replacement or refund and shall be conditioned upon BLUSKIES receiving written notice, together with a demand for repair, replacement or refund, within the stated warranty period. This exclusive remedy shall not be deemed to have failed its essential purpose under any circumstances so long as BLUSKIES is willing and able to repair or replace defective products or refund the purchase price within the time period specified. To facilitate inspection, BLUSKIES requires the return of the product that the Buyer contends to be defective. Buyer will return such items to BLUSKIES or an authorized service center designated by us, freight prepaid and tagged with appropriate return authorization number as advised by BLUSKIES. Any product returned with missing parts, for credit or warranty consideration, will be charged to customer. Any product returned to BLUSKIES disassembled or previously disassembled will render the warranty null and void, unless given prior authorization by BLUSKIES. Any parts requested by Buyer for a warrantable repair in the field will be charged to the customer. A credit for these parts will be issued on prepaid return of defective parts to BLUSKIES and subsequent confirmation of defective workmanship by BLUSKIES.

8. Disclaimers of Warranty and Liability. THE FOREGOING WARRANTIES PROVIDED IN SECTION 7 HEREOF ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES (EXCEPT OF TITLE) INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BLUSKIES does not warrant its products to be suited for any particular purpose. Any suggestions made by BLUSKIES concerning the product, its use, its performance, its capabilities, or the like are to be construed as suggestions only and any and all intended uses should be confirmed by Buyer’s independent testing. BLUSKIES is expressly not responsible for products offered for resale and not manufactured by BLUSKIES (or its subcontractors), in these instances the original manufacturers warranty applies.

9. Disclaimer of Damages and Other Liability; Buyer’s Indemnity. BLUSKIES liability with respect to breaches of warranties shall be limited as provided in Sections 7 and 8 hereof. With respect to other breaches of this contract, BLUSKIES liability shall in no eventuality exceed the contract or purchased price. FURTHERMORE, BLUSKIES SHALL NOT BE SUBJECT TO AND DISCLAIMS: (a) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY; (b) ANY OBLIGATION OR LIABILITIES WHATSOEVER ARISING FROM TORT CLAIMS OR ARISING OUT OF OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD BY BLUSKIES, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO; and (c) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLUSKIES SPECIFICALLY DISCLAIMS LIABILITY FOR THE TORTS OF NEGLIGENCE, MISREPRESENTATION, AND STRICT LIABILITY, AND FOR LOST PROFITS AND REVENUES. Buyer shall indemnify BLUSKIES against any and all losses, liabilities, damages and expenses, including reasonable attorneys fees, which BLUSKIES incurs as a result of any claim by Buyer or others arising out of or in connection with theories of law for which Seller’s liability has been disclaimed herein.

10. Severability. Each provision of the agreement shall be considered severable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to law, to the extent permitted by law, such invalidity shall not impair the operation of or affect those portions of this agreement, which are valid.

11. Final Agreement. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions of their agreement. Any subsequent modification or amendment to it may be made only in writing signed by both parties hereto. This writing and these terms and conditions shall be governed by and construed according to the internal laws of the State of Illinois and any disputes hereunder shall be resolved by litigation in the Circuit Court for Du Page County, Illinois