TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (“Terms”) govern all sales of products and services (“Goods”) by Aero Parts Management, LLC, a Florida limited liability company (“Seller”), to any purchaser (“Buyer”).
By placing an order, issuing a purchase order, paying an invoice, accepting delivery, or otherwise engaging in a transaction with Seller, Buyer agrees to be bound by these Terms. Seller expressly rejects any additional or different terms proposed by Buyer, whether in a purchase order, terms and conditions, or otherwise, unless expressly agreed in a separate written agreement signed by an authorized officer of Seller.
1. DEFINITIONS
1.1 “Goods” means aircraft parts, components, materials, equipment, documentation, and related services supplied by Seller.
1.2 “Order” means Buyer’s purchase order, acceptance of a quotation, or other request for Goods.
1.3 “Incoterms” means the latest edition of Incoterms® as published by the International Chamber of Commerce, if referenced.
1.4 “Business Day” means any day other than Saturday, Sunday, or a U.S. federal holiday.
2. SCOPE AND APPLICATION
2.1 These Terms apply to all sales by Seller to Buyer and supersede any prior or contemporaneous agreements, understandings, or communications regarding the subject matter, except where Seller and Buyer have executed a separate written master agreement that expressly overrides these Terms.
2.2 No modification or waiver of these Terms shall be valid unless in a writing signed by an authorized representative of Seller.
3. QUOTATIONS AND ORDERS
3.1 Quotations. Seller’s quotations are non-binding and subject to change without notice unless expressly stated as firm. Unless stated otherwise, quotations expire [30] days from the date issued.
3.2 Order Acceptance. All Orders are subject to Seller’s written acceptance (including by issuance of an order confirmation or invoice). Seller may accept or reject any Order in whole or in part in its sole discretion.
3.3 Changes. Once accepted by Seller, Orders may not be changed, rescheduled, or cancelled by Buyer except with Seller’s prior written consent and subject to reasonable change or cancellation charges (including restocking, administrative, and supplier fees).
3.4 NCNR Items. Certain Goods (including but not limited to special order, OEM-direct, life-limited, time-controlled, shelf-life–controlled, “as removed,” or repair/exchange units) may be designated as Non-Cancelable, Non-Returnable (NCNR). Buyer acknowledges such designations and accepts that NCNR Goods cannot be cancelled, returned, or refunded except as required by law or expressly agreed by Seller.
4. PRICES, TAXES, AND SURCHARGES
4.1 Prices. Prices are as stated in Seller’s quotation or confirmation and are exclusive of taxes, duties, shipping, insurance, and other charges unless explicitly itemized. Seller may correct clerical or typographical errors in pricing.
4.2 Taxes. Buyer is responsible for any applicable sales, use, excise, value-added, customs, or other taxes (other than Seller’s income taxes). If Seller is required to collect such taxes, they will be added to the invoice. Buyer shall provide valid exemption certificates where applicable.
4.3 Additional Costs. Buyer shall reimburse Seller for any additional costs arising from Buyer’s instructions, changes, or delays (e.g., special packaging, expedited freight, customs brokerage, bank fees).
5. PAYMENT TERMS, CREDIT, AND SECURITY INTEREST
5.1 Payment Terms. Unless otherwise specified in writing, payment terms are [e.g., net 30 days] from the invoice date. Time is of the essence for all payments.
5.2 Forms of Payment. Seller may accept payment by wire transfer, ACH, certified funds, or other methods approved in writing. Credit card payments may be subject to surcharges or fees.
5.3 Credit Approval. Extension of credit is at Seller’s sole discretion and may be modified or withdrawn at any time. Seller may require full or partial prepayment, letters of credit, or other security as a condition of acceptance or continued performance.
5.4 Late Payments. Any amounts not paid when due shall accrue interest at the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law, from the due date until paid. Buyer shall reimburse Seller for all reasonable costs of collection, including attorneys’ fees and costs.
5.5 No Setoff. Buyer shall not withhold, set off, or deduct any sums from amounts due to Seller on account of any alleged claim, credit, or backcharge, except as expressly agreed in writing by Seller.
5.6 Security Interest. To secure payment of all amounts owed, Buyer grants Seller a purchase money security interest in the Goods and all proceeds thereof until full payment is received. Buyer authorizes Seller to file financing statements or other documents to perfect this security interest.
6. FRAUD PREVENTION, IDENTITY VERIFICATION, AND ANTI-ABUSE
6.1 Verification. Seller may, at its discretion, verify Buyer’s identity, corporate status, ownership, and authorization to purchase Goods, including requesting documentation, trade references, and bank details.
6.2 Suspicious Activity. Seller may delay, refuse, or cancel any Order, or hold shipments, if Seller reasonably suspects:
Payment fraud, stolen payment instruments, or unauthorized use of accounts;
False or misleading information provided by Buyer;
Unlawful or prohibited end-use, end-user, or destination; or
Any other activity that may expose Seller to legal, financial, or reputational risk.
6.3 Chargebacks and Reversals. In the event of a chargeback or reversal of payment initiated by Buyer or Buyer’s bank, Buyer remains fully liable for the invoiced amount, plus fees and costs incurred by Seller.
6.4 Cooperation with Authorities. Seller may report and cooperate with law enforcement, financial institutions, and relevant authorities regarding suspected fraud, money laundering, sanctions evasion, or other illegal activities.
7. DELIVERY, TITLE, AND RISK OF LOSS
7.1 Delivery Terms. Delivery shall be made in accordance with the shipping term specified in Seller’s quotation or confirmation (e.g., FCA Seller’s facility, EXW, or other Incoterm). If no term is specified, delivery is deemed FCA Seller’s shipping point (Incoterms®).
7.2 Risk of Loss. Risk of loss or damage to the Goods passes to Buyer upon delivery to the carrier or as defined in the applicable Incoterm.
7.3 Title. Title to the Goods shall pass to Buyer upon Seller’s receipt of full payment for the Goods and all associated charges.
7.4 Delivery Dates. Any delivery dates provided are estimates only and not guaranteed. Seller is not liable for delays in delivery due to causes beyond its reasonable control.
7.5 Partial Shipments. Seller may make partial shipments and invoice each shipment separately.
8. INSPECTION, ACCEPTANCE, AND NONCONFORMING GOODS
8.1 Inspection Period. Buyer shall inspect Goods promptly upon receipt and notify Seller in writing of any apparent damage, shortage, or nonconformity within [5–10] Business Days of delivery.
8.2 Deemed Acceptance. If Buyer fails to provide written notice within the inspection period, Goods are deemed accepted as delivered and conforming.
8.3 Exclusive Remedies. Buyer’s exclusive remedies for nonconforming Goods, subject to these Terms, are repair, replacement, or credit, at Seller’s option, provided that:
Buyer promptly notifies Seller in writing;
Seller authorizes return via a Return Material Authorization (RMA); and
Goods are returned in the condition and with the documentation specified by Seller.
8.4 No Unauthorized Returns. Returns without an RMA, or returns of Goods not determined by Seller to be nonconforming, will be refused or returned at Buyer’s expense.
9. DOCUMENTATION, TRACEABILITY, AND AIRWORTHINESS
9.1 Documentation. Where applicable and agreed, Goods may be supplied with documentation such as:
Invoice and packing list;
Seller’s Certificate of Conformance;
OEM or authorized repair station traceability;
FAA Form 8130-3, EASA Form 1, or equivalent airworthiness release, when available and explicitly stated.
9.2 Traceability. Buyer acknowledges that not all Goods are supplied with the same level of traceability or certification, and that such details will be specified in Seller’s quotation and/or documents.
9.3 Condition Codes. Goods may be sold in various conditions (e.g., “new,” “new surplus,” “overhauled,” “repaired,” “serviceable,” “as removed,” “for evaluation only,” or “for parts/useable on approval”). Buyer is responsible for ensuring the suitability, airworthiness, and regulatory compliance of Goods for Buyer’s intended use.
9.4 Shelf-Life and Life-Limited Parts. For shelf-life–controlled items, Seller will use commercially reasonable efforts to ship items with at least [75%] remaining shelf life unless otherwise agreed in writing. Any exceptions require Buyer’s prior written consent. For life-limited or time-controlled parts, Buyer is responsible for proper tracking and compliance with all applicable limits.
9.5 No Maintenance or Installation Role. Seller is not an FAA-certified repair station (unless expressly stated) and does not perform installation, maintenance, or return-to-service approvals. Buyer is solely responsible for ensuring that installation and use of Goods complies with all applicable aviation regulations and OEM/aircraft maintenance manuals.
10. EXPORT CONTROL AND SANCTIONS COMPLIANCE
10.1 Compliance with U.S. Laws. Buyer acknowledges that Goods and related technical data may be subject to U.S. and foreign export control laws and sanctions, including but not limited to:
U.S. Export Administration Regulations (EAR);
U.S. International Traffic in Arms Regulations (ITAR), if applicable;
U.S. economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC); and
Any applicable local export/import and customs regulations.
10.2 Restricted Parties and Destinations. Buyer represents and warrants that:
Buyer is not listed on any U.S. or foreign denied, debarred, or restricted party list;
Buyer will not export, re-export, transfer, or otherwise make Goods available, directly or indirectly, to any sanctioned country, region, entity, or individual contrary to applicable law; and
Buyer will not use Goods in connection with weapons of mass destruction, prohibited military end-uses, or any other restricted end-use under applicable law.
10.3 Licenses. Any export or re-export of Goods may require a government license or authorization. Unless expressly stated otherwise in writing, Buyer is responsible for obtaining and complying with all required licenses or authorizations.
10.4 Right to Refuse or Cancel. Seller may refuse, suspend, or cancel any transaction, shipment, or support if Seller reasonably believes it may violate (or risk violating) any export control, sanctions, or related law. Seller shall have no liability for any losses resulting from any such refusal, suspension, or cancellation.
10.5 Compliance Cooperation. Buyer shall provide Seller with any information reasonably requested to assess and document export control and sanctions compliance, including end-use and end-user statements.
11. WARRANTIES AND DISCLAIMERS
11.1 Seller Warranty (If Any). To the extent Seller provides a written warranty in the quotation or invoice, that warranty shall apply and is strictly limited to its terms.
11.2 Pass-Through of Third-Party Warranties. For Goods supplied with OEM or third-party warranties, Seller’s obligation is limited to using reasonable efforts to pass through or facilitate such warranties to Buyer; Seller is not responsible for any OEM or third-party refusal to honor such warranties.
11.3 “AS IS” / Used Goods. Unless expressly stated otherwise in writing, Goods are sold “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
11.4 Exclusions. The following are excluded from any warranty:
Normal wear and tear, improper storage, installation, handling, maintenance, or use;
Use contrary to OEM manuals or regulatory requirements;
Damage caused by accident, misuse, neglect, or alteration; and
Any Goods modified or repaired by parties other than Seller or an authorized service provider.
11.5 DISCLAIMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
12. RETURNS, CANCELLATIONS, AND RESTOCKING
12.1 Return Authorization. No Goods may be returned without Seller’s prior written authorization and an RMA number.
12.2 Return Conditions. Unless otherwise agreed, returnable Goods must be:
In the same condition as shipped;
In original packaging (where applicable);
With all original documentation (tags, certifications, 8130-3/EASA Form 1, etc.); and
Returned freight prepaid and insured by Buyer.
12.3 Restocking Fees. Returns authorized for Buyer’s convenience (not due to Seller’s error) may be subject to a restocking fee (e.g., [15–35%] of the purchase price) and recovery of Seller’s costs (including supplier restocking charges).
12.4 NCNR Goods. NCNR Goods are not returnable, except where required by law or expressly agreed in writing.
13. LIMITATION OF LIABILITY
13.1 Exclusion of Certain Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO ANY SALE, USE, OR INABILITY TO USE THE GOODS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Aggregate Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER OR SERIES OF ORDERS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.
13.3 Aviation Use. Buyer acknowledges that aviation involves inherent risks. Buyer is solely responsible for ensuring that the installation, maintenance, and operation of the Goods complies with all applicable regulations, OEM requirements, and safety standards.
14. INDEMNIFICATION
Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
Buyer’s use, installation, operation, or resale of the Goods;
Buyer’s breach of these Terms or any representation or warranty;
Buyer’s violation of applicable laws, including export control and sanctions laws; or
Buyer’s negligence, willful misconduct, or fraud.
15. COMPLIANCE WITH LAWS; ANTI-CORRUPTION
15.1 General Compliance. Buyer shall comply with all applicable laws and regulations, including aviation safety regulations, export/import laws, and customs requirements.
15.2 Anti-Corruption. Buyer shall not, directly or indirectly, offer, pay, promise, or authorize anything of value to any government official or private person to improperly obtain or retain business or secure any improper advantage, in violation of applicable anti-bribery and anti-corruption laws.
16. FORCE MAJEURE
Seller shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, sanctions, labor disputes, supplier failures, epidemics/pandemics, transportation disruption, or governmental actions. In such cases, Seller’s performance shall be excused for the duration of the event and a reasonable period thereafter.
17. INSOLVENCY AND BANKRUPTCY OF BUYER
17.1 Insecurity. If Seller reasonably believes that Buyer may be unable to meet its payment or other obligations (including evidence of insolvency, late payments, default, or adverse credit information), Seller may:
Suspend performance or shipments;
Require cash in advance, additional security, or other assurances; or
Modify payment terms.
17.2 Bankruptcy or Insolvency Events. If Buyer becomes insolvent, files or has filed against it any petition in bankruptcy or insolvency, makes an assignment for the benefit of creditors, or is placed in receivership or under similar legal process, Seller may, without prejudice to any other rights:
Terminate any Order (in whole or in part) by written notice;
Stop Goods in transit; and
Reclaim Goods for which payment has not been made, to the extent permitted by law.
17.3 Survival of Obligations. Buyer’s payment obligations and other accrued obligations survive any termination or cancellation resulting from insolvency or bankruptcy.
18. CONFIDENTIALITY AND DATA PROTECTION
18.1 Confidentiality. Buyer shall keep confidential any non-public technical, commercial, or pricing information received from Seller and use it solely for purposes of the applicable transaction.
18.2 Data Protection. To the extent Buyer provides personal data, Buyer represents that it has obtained necessary consents and complied with applicable data protection laws. Seller will process such data in accordance with its business practices and applicable law.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing Law. These Terms and any dispute arising out of or relating to the sale of Goods shall be governed by and construed in accordance with the laws of the State of Florida, USA, without giving effect to its conflict-of-laws principles.
19.2 Venue. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in [Orange County, Florida], and Buyer irrevocably submits to the jurisdiction of such courts.
19.3 Attorneys’ Fees. The prevailing party in any action arising out of or related to these Terms shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief.
20. MISCELLANEOUS
20.1 Entire Agreement. These Terms, together with Seller’s quotation, order confirmation, and invoice (and any written agreement signed by both parties), constitute the entire agreement between Seller and Buyer regarding the sale of Goods and supersede all prior communications and agreements on that subject.
20.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20.3 No Waiver. Seller’s failure to enforce any provision shall not constitute a waiver of that provision or any other provision.
20.4 Assignment. Buyer may not assign or transfer its rights or obligations under these Terms without Seller’s prior written consent. Seller may assign or subcontract its rights and obligations, in whole or in part, without Buyer’s consent.
20.5 Notices. Formal notices shall be in writing and deemed given when delivered personally, sent by recognized courier, or by certified mail to the addresses specified by the parties in their business correspondence or such other address as a party may designate.
21. UPDATES TO TERMS
Seller reserves the right to update or modify these Terms from time to time. The version in effect at the time of Seller’s order confirmation or invoice will govern the applicable transaction, unless otherwise agreed in writing.