Terms

Effective Date: June 4, 2024 
Applies To: Setna and its affiliated entities, including: 
Setna iO, LLC • SETNiX • SETNiX Ltd • Zulu Global • Setna Parts Lab • Setna Aero Lease 

GENERAL TERMS AND CONDITIONS OF SALE OF GOODS

THESE TERMS AND CONDITIONS MAY BE CHANGED BY SETNA AT ANY TIME. IT IS YOUR RESPONSI­BIL­ITY AS CUSTOMER TO REVIEW THE TERMS AND CONDITIONS PERIODICALLY FOR AMENDMENTS. ANY AMENDMENTS TO THE TERMS AND CONDITIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE WITHOUT NOTICE TO THE CUSTOMER. THESE TERMS AND CONDITIONS WERE LAST REVISED ON JUNE 4, 2025. 

1. Definitions. Certain terms used in these Terms and Conditions are defined below:
   1. “Customer” shall mean the customer of Setna identified in the accompany­ing invoice pertaining to the sale of Goods by Setna.
   2. “Goods” shall mean any and all tangible products ordered and/​or purchased by Customer from Setna from time to time.
   3. Setna: Refers collectively to Setna iO, LLC; SETNiX, LLC; SETNiX Ltd; Zulu Global, LLC; Setna Parts Lab, LLC; and Setna Aero Lease, LLC, including their respective subsidiaries, affiliates, officers, directors, employees, and agents. ​“Setna Related Parties” shall mean Setna’s officers, sharehold­ers, directors, employees and agents.
2. Applicabil­ity. These Terms and Conditions exclusively govern all sales of goods by Setna and its affiliated entities — including but not limited to Setna iO, SETNiX, SETNiX Ltd, Zulu Global, Setna Parts Lab, and Setna Aero Lease (collectively, ​“Setna”) — to the Customer. If a separate, written agreement signed by both parties exists and specifically addresses the sale of goods, its terms will take precedence only to the extent that they conflict with these Terms. Unless otherwise agreed in writing by an authorized Setna officer, these Terms — together with the accompany­ing invoice, packing slip, and certificate of conformance — constitute the full and final agreement between Setna and the Customer. They override any prior or simultane­ous negotiations, communica­tions, understand­ings, or represen­ta­tions, whether written or oral. Setna expressly rejects any conflict­ing or additional terms proposed by the Customer, including those in purchase orders or standard terms of purchase, regardless of when or how they are submitted. The fulfillment of a Customer order does not signify acceptance of any such terms, nor does it amend these Terms and Conditions. No waiver or modifica­tion of any part of these Terms shall be valid unless explicitly agreed to in writing and signed by an authorized officer of Setna. Any unapproved additions or deviations in Customer documenta­tion will be deemed null and void unless Setna confirms acceptance in writing.
3. Compliance with Law; Export. Customer agrees to comply with all applicable laws and regulations, including those at the U.S. federal, state, and local levels, as well as any relevant foreign laws governing the purchase, use, resale, or distribu­tion of Goods. This includes maintain­ing all necessary licenses, permits, and authoriza­tions required to fulfill obligations under these Terms. Addition­ally, Customer must comply with all applicable export and import control laws in any country involved in the transaction or resale of Goods. If the Goods are intended for export, Customer is solely responsi­ble for obtaining all required export documenta­tion and clearances from the United States government before shipment to a foreign destination. Failure to comply with these legal requirements may result in cancella­tion of the order and may subject the Customer to legal liability.
4. Title; Risk of Loss. Unless otherwise agreed to in writing by Setna, ownership of Goods transfers to the Customer upon delivery to the Customer or its authorized agent. If the Customer designates the shipping carrier, title and risk of loss transfer to the Customer when Setna hands the Goods over to that carrier. Setna is not responsi­ble for any loss or damage that occurs during shipment via a carrier selected by the Customer.
5. Delivery. Goods will be delivered by the date specified on the invoice or, if no date is provided, within a reasonable time following Setna’s receipt of the Customer’s purchase order. Orders will be shipped to the delivery address listed on the invoice using Setna’s standard packaging and shipping methods. Setna reserves the right, at its sole discretion and without liability, to make partial shipments. Each shipment will be treated as a separate transaction, and the Customer agrees to pay for all units shipped — regardless of whether the delivery completes the full order.
6. Taxes. All prices provided by Setna are exclusive of sales, use, excise, property, or other similar taxes related to the sale, transfer, or use of Goods. This includes taxes calculated based on the sale price or transaction value. The Customer is solely responsi­ble for all such taxes and agrees to defend, indemnify, and hold Setna harmless from any claims, liabilities, or costs associated with their assessment or collection — regardless of whether those taxes are listed on any invoice or sales agreement. Setna reserves the right to invoice the Customer separately for any applicable taxes not previously included. If the Customer claims a tax exemption, it must supply a valid and acceptable exemption certificate. If that certificate is later deemed invalid or if the transaction is ruled taxable, the Customer agrees to promptly pay all taxes due, including any interest and penalties.
7. LIMITATION OF LIABILITY. CUSTOMER AGREES THAT THE TOTAL LIABILITY OF SETNA AND ITS AFFILIATED ENTITIES — INCLUDING SETNA iO, SETNIX, SETNIX LTD, ZULU GLOBAL, SETNA PARTS LAB, AND SETNA AERO LEASE — AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, ​“SETNA PARTIES”) FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE PURCHASE OR ORDER OF GOODS SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO SETNA FOR THE SPECIFIC GOODS AT ISSUE. 
   
   SETNA IS NOT RESPONSI­BLE FOR, AND SHALL NOT BE HELD LIABLE FOR, ANY DIRECT OR INDIRECT LOSSES OR DAMAGES RESULTING FROM:
   1. POST-DELIVERY RISK: ANY LOSS, DAMAGE, OR DETERIORA­TION OF GOODS AFTER THEY HAVE BEEN DELIVERED TO (I) THE CUSTOMER OR ITS AGENT WHEN SHIPPED VIA A SETNA-SELECTED CARRIER, OR (II) THE CUSTOMER’S CHOSEN CARRIER WHEN SHIPPING ARRANGEMENTS ARE MADE BY THE CUSTOMER.
   2. USE OR STORAGE: ANY ISSUES ARISING FROM THE CUSTOMER’S HANDLING, USE, MISUSE, OR STORAGE OF THE GOODS.

   3. DELAYS OR NON-DELIVERY: ANY DELAY OR FAILURE TO DELIVER CAUSED BY EVENTS BEYOND SETNA’S CONTROL, INCLUDING BUT NOT LIMITED TO FIRE, FLOOD, NATURAL DISASTERS, WAR, CIVIL UNREST, LABOR DISPUTES, SUPPLY CHAIN INTERRUP­TIONS, TRANSPORTA­TION DELAYS, GOVERNMEN­TAL ACTIONS OR REGULATIONS, EMBARGOES, OR OTHER FORCE MAJEURE EVENTS — WHETHER OR NOT SUCH CAUSES WERE FORESEEABLE OR SIMILAR TO THOSE LISTED.

      TO THE FULLEST EXTENT PERMITTED BY LAW, SETNA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUEN­TIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES — INCLUDING LOST PROFITS, BUSINESS INTERRUP­TION, LOSS OF DATA OR INFORMATION, OR REPUTATIONAL HARM — WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR FRAUD), STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBIL­ITY OF SUCH DAMAGES.

      THE CUSTOMER ASSUMES FULL RESPONSI­BIL­ITY AND LIABILITY FOR THE USE OF THE GOODS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER ITEMS, AND WHETHER USED BY THE CUSTOMER OR ANY THIRD PARTY. 

8. Payment Terms. Unless otherwise agreed to in writing by Setna, all amounts owed by Customer to Setna shall be due in full immediately. Interest will be charged on all unpaid amounts due over 30 days from the date of the particular invoice for such unpaid amounts at the rate of 1.5% per month (18% per year), or the maximum percentage permitted by law, if less. Upon demand from Setna, Customer shall immediately reimburse Setna for all reasonable costs of collection (including without limitation, reasonable attorneys’ fees and costs) – whether incurred before or after litigation – relating to any late payment owed by Customer to Setna or any breach of a sales contract or its Terms and Conditions. If Customer fails to fulfill the payment terms or if Setna shall have any doubt or concern at any time as to Customer’s financial responsi­bil­ity or ability to make payment for Goods, then Setna, in its sole discretion, may decline to make further deliveries of Goods to Customer except upon receipt of cash or satisfac­tory security for payment. Customer hereby grants to Setna a purchase money security interest in all Goods. Customer hereby authorizes Setna to file all UCC financing statements, amendments and continua­tions deemed necessary or appropri­ate by Setna from time to time to perfect and/​or evidence any such security interest(s).
9. Payment Policy. Unless otherwise agreed to in writing by Setna, Setna will only accept Customer’s company checks (subject to verifica­tion) or wire transfer of funds as payment for any and all amounts owed to Setna by Customer. To the extent that any payment made to Setna is declared to be fraudulent or preferen­tial, set aside, or required for any reason to be repaid or paid over to a custodian, trustee, receiver or any other party under the Bankruptcy Code of the United States, state or federal law, common law or equitable theory or for any reason whatsoever, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect as if said payment had not been made.
10. Shipping Terms. Setna shall make delivery in accordance with the shipping terms stated on the invoice. Setna shipping and handling charges vary depending on the size, type and other aspects of each order and are subject to change from time to time. The applicable shipping and handling charges will appear as a separate line item on the invoice for each order.
11. Warranties and Disclaimer of Warranties - EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THE CERTIFICATE OF CONFORMANCE OR ANY OTHER WRITTEN CERTIFICA­TION PROVIDED TO CUSTOMER BY SETNA REGARDING THE GOODS, Setna DOES NOT MAKE AND HAS NOT MADE, AND CUSTOMER ACKNOWLEDGES THAT SETNA HAS NOT MADE, ANY REPRESEN­TA­TIONS OR WARRANTIES, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, AS TO ANY GOODS PROVIDED BY SETNA (EXCEPT AS TO TITLE OF THE GOODS). EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH, SETNA HEREBY DISCLAIMS ANY AND ALL REPRESEN­TA­TIONS OR WARRANTIES CONCERNING ALL GOODS PROVIDED BY SETNA, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABIL­ITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
12. Return Policy. Customer may return damaged or defective Goods to Setna for, at Setna’s sole discretion, credit, replacement, exchange or repair, but only if (a) within the given warranty period, Customer requests written authoriza­tion from Setna to return such Goods, (b) Customer receives written authoriza­tion from Setna for such return, and © Setna receives the authorized return within five days after Customer’s receipt of such written authoriza­tion. Customer shall not return to Setna any Goods that are not damaged or defective.
    1. Warranty Period – The warranty period shall be (a) 30 days from ship date for INSPECTED and/​or TESTED condition material; (b) 6 months from ship date for REPAIRED and/​or MODIFIED condition material and © 12 months from ship date for OVERHAULED/NE/NS material.
    2. Restocking Fee – a 20% restocking fee will be applicable at the discretion of Setna.
    3. Inclusions – Setna shall only provide authoriza­tion for returns due to failure on fit.
    4. Exclusions – Setna shall not provide authoriza­tion for return due to (a) cosmetic issues not affecting fit/​form/​function or (b) transporta­tion damages or losses.
    5. Void of Warranty – All warranties shall be considered null and void if (a) the material has had work performed by a MRO after ship date, (b) OEM packaging has been opened or altered, © Warranty seals or safety wires have been cut/​broken/​removed; Unit has been disassem­bled in any way, or (d) all original paperwork is not returned.
13. Delay in Release.  Setna reserves the right to impose a carrying charge from time to time in the event of any delay or refusal by Customer to authorize release or take delivery of Goods ordered by Customer within the applicable delivery timeframe(s) set forth on the invoice.
14. Disputes. Setna and Customer agree that the Terms and Conditions and all dealings between Setna and Customer shall be governed by, and construed and interpreted according to, the internal laws (and not the conflict of laws provisions) of the State of Illinois, the state in which this contract is deemed to have been executed and delivered. Customer acknowledges that the agreement between it and Setna was accepted in Chicago, Illinois and that Setna will be performing a substantial part of the agreement in Chicago, Illinois. Therefore, Customer agrees that any disputes arising out of these Terms and Conditions and/​or any dealings between the parties shall be litigated, if at all, in any federal or state court within Chicago, Illinois, except to the extent that Setna institutes litigation (or arbitration) outside Illinois or it expressly waives this provision in writing. Customer hereby waives any objection to the personal jurisdic­tion of any such court, and any objection to the laying of venue of any such action in any such court.
15. Costs and Expenses. In any arbitration or litigation arising between the parties hereto, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs. The term ​“prevailing party” shall mean that party whose position is substantially upheld in a final judgment or award rendered in such arbitration or litigation (as the case may be), or, if the final judgment or award is appealed, that party whose position is substantially upheld by the decision of the final appellate body to consider the appeal.
16. Severabil­ity. If in any arbitration or litigation, any provision (or part thereof) of these Terms and Conditions or of any sales contract or other agreement between Setna and Customer is deemed invalid or unenforce­able, such provision (or part thereof) shall be enforced to the maximum possible extent under applicable law, and the remaining provisions shall remain in full force and effect.
17. Indemnifi­ca­tion. Customer agrees to defend, indemnify and hold harmless Setna and the Setna Related Parties from all claims, damages, losses, liabilities, injuries and expenses (including without limitation the defense of all claims, lawsuits, and arbitrations, and attorneys’ fees and costs) arising from or relating to these Terms and Conditions, any sales contract or other agreement between Setna and Customer, and/​or any other dealings between Setna and Customer, and/​or any act or omission by Customer or its employees or agents (including without limitation negligent acts or omissions) in connection with Customer’s order, purchase, use, sale, transfer, export, import, ownership or possession of any Good(s).