Standard Terms and Conditions of Sale
- Agreement. The sale by Seller to Customer of aircraft or engine components or ground equipment or parts thereof (individually, an Item and collectively, the Goods) under a Sales Order (as defined below) will be governed exclusively by these Standard Terms and Conditions (STC). The Sales Order and these STC will form a contract and are hereinafter referred to collectively as the Contract. Seller and Customer may be referred to individually as a Party and collectively as the Parties.
- Order Confirmation. Except as provided below, Customer’s purchase order is subject to written acceptance by Seller, evidenced by Seller’s issuance (including by electronic transmission) of a sales order, acknowledgment, confirmation, or other expression of Seller’s acceptance (a Sales Order). Seller reserves the right to accept purchase orders by performance in lieu of a Sales Order, in which event Seller will be deemed to have issued a Sales Order.
- Pricing and Payment; Taxes. Unless otherwise agreed in writing, all balances are due thirty (30) days from the date of Seller’s invoice to Customer. All past due amounts will bear interest at a rate of one and one-half percent (1½%) per month or the maximum amount permitted by law from the due date until paid in full. Customer agrees to pay all costs of collection, including attorney’s fees. The purchase price of the Goods does not include any taxes, unless agreed in writing or included in initial quotation and Customer is responsible for payment of all taxes (excluding taxes on Seller’s income), whether or not invoiced by Seller.
- Delivery, Inspection, and Return. Customer acknowledges that any delivery dates provided by Seller are estimates and do not represent a firm delivery commitment. Except for any Goods timely returned for nonconformance, any return of Goods must be requested by written notice within thirty (30) days from the invoice date, and Seller may elect in its sole discretion to accept or reject such return. If Seller authorizes a return, Seller will issue a Return Merchandise Authorization (RMA) number, and Customer must deliver such Goods to Seller within thirty (30) days from the date of Seller’s RMA in the original condition in which sold to Customer and with the original paperwork provided to Customer. Such returned Goods must be delivered to Seller’s Facility or Seller’s designated facility. Upon return of such Goods in full compliance with the foregoing, Customer will receive a credit, net of a 20% restocking fee.
- Delay in Delivery. Seller will not be liable for any delay in performance due to causes beyond Seller’s control, including, but not limited to, delays or refusals to grant export or import licenses or the suspension or revocation thereof, and any other acts or omissions of government; fires, floods, severe weather, and any other acts of God; quarantines, labor strikes, riots, insurrection, acts of criminals or terrorists, and war; and material shortages and delays in delivery by third parties. In the event of any such delay, the delivery date will be extended as reasonably necessary to compensate for such delay.
- Warranty of Title. Seller will convey good and marketable title to the Goods sold to Customer on the date of physical delivery thereof.
- Disclaimer of Warranties. OTHER THAN THE WARRANTY OF TITLE GRANTED HEREIN, NO WARRANTY IS PROVIDED BY SELLER WITH RESPECT TO Goods SOLD HEREUNDER, AND EACH ITEM IS SOLD TO CUSTOMER IN “AS-IS” CONDITION. CUSTOMER HEREBY WAIVES AND RELEASES SELLER FROM ANY AND ALL OTHER WARRANTIES, AGREEMENTS, GUARANTEES, CONDITIONS, OBLIGATIONS, DUTIES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE Goods, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Upon Customer’s written request, Seller will assign to Customer any warranties of Seller’s suppliers with respect to the Goods, to the extent assignable, and will cooperate as reasonably requested by Customer to facilitate enforcement thereof.
- Limitation of Liability. SELLER’S TOTAL LIABILITY FOR ALL CLAIMS OF ANY NATURE, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, BUT EXCLUDING SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), ARISING FROM, CONNECTED WITH, OR RESULTING FROM Goods SOLD HEREUNDER, OR SELLER’S PERFORMANCE OR NONPERFORMANCE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR LOSS OF USE OR DAMAGE TO ANY ENGINE, AIRCRAFT, OR ANY OTHER PROPERTY WHATSOEVER, (A) SHALL NOT EXCEED THE INVOICE AMOUNT FOR THE Goods GIVING RISE TO SUCH CLAIM, AND (B) SHALL BE SUBJECT TO THE CONDITION THAT CUSTOMER HAS PROVIDED WRITTEN NOTICE TO SELLER OF THE CLAIM WITHIN THIRTY (30) DAYS FROM THE DATE OF OCCURRENCE. SELLER WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, RESULTANT, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF THIRD PARTIES, WHETHER BASED ON LAWS OF CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY).
- Indemnity. Customer hereby agrees to indemnify, defend, save and hold harmless Seller, any consignor from whom Seller acquired the Goods, their respective affiliates, and all of their respective officers, directors, employees, agents, successors and assigns (collectively, the Seller Indemnitees), against all responsibilities, losses, liabilities, claims, demands, suits, judgments, damages, costs, and expenses resulting or arising (directly or indirectly) from property damage or injury to or death of any person and any other damages which relate to or arise out of the use, operation, repair, maintenance, or disposition of the Goods, whether arising from breach of contract or tort (including negligence and strict liability); provided, however, Customer will not be required to indemnify any Seller Indemnitee for claims or liabilities to the extent arising from the gross negligence or willful misconduct of such Seller Indemnitee.
- Customer’s Insurance. Customer will carry and maintain in full force and effect third-party liability insurance of the same types and in similar amounts as ordinarily carried by other companies engaged in the same industry and similar business operations as Customer. Such policies of insurance will provide for contractual liability cover as necessary to insure Customer’s indemnities hereunder, and will include waivers of subrogation by the insurers for the benefit of the Seller Indemnitees to the extent of the indemnities of Customer set forth in Section 9 hereof. Customer will provide Seller certificates of insurance and endorsements upon Seller’s request.
- Confidentiality. Customer acknowledges that it may obtain proprietary pricing or other information not publicly available as a result of its purchase of the Goods (Confidential Information). Customer will not disclose Confidential Information except: (a) to its officers, directors, attorneys, accountants, lenders, members, and employees (as may be required in the course of its purchase of the Goods), who agree to maintain confidentiality thereof, or (b) in connection with the enforcement of the Contract or pursuant to any valid court order, regulation, or other lawful order or process compelling such disclosure, after prior written notice to Seller.
- Governing Law; Venue. All matters arising under the Contract or in connection with the Goods will be governed by and construed in accordance with the laws P.R.China. Customer hereby agrees to pay all costs and expenses, including reasonable attorney’s fees incurred by Seller in any action to enforce its rights hereunder.
- Entire Agreement. The Contract supersedes any inconsistent terms in Customer’s purchase order and any prior or contemporaneous agreements concerning the sale of the Goods, and contains the entire agreement of the Parties. The Contract may not be modified or amended except by a subsequent written agreement. In case of any inconsistency or conflict between these STC and the Sales Order, these STC will prevail, unless expressly amended in the Sales Order.