1. ACCEPTANCE. The following Terms and Conditions of Sale are
applicable to all quotations and purchase orders and with other
written provisions mutually agreed upon are the only terms and conditions applying to the sale of Aviation Component Solutions
(Seller’s) products or services. By submitting an order for Seller’s
products or services Buyer agrees to the Terms and Conditions of
Sale set forth herein. Any terms or conditions in Buyer’s
documentation which add to, vary from, or conflict with the terms
and conditions herein are hereby objected to unless expressly assented to in writing by Seller.
2. MODIFICATIONS. Modifications, changes, deferred shipments,
cancellations, or additions, will be effective only if accepted by Seller in writing. Any request by Buyer during performance to accelerate or extend delivery dates may be agreed to by Seller, provided, if Seller so requests, prices are mutually adjusted to
compensate for any increased costs.
3. TOOLING. All tooling used in the manufacture, repair, overhaul and/or replacement processes, including, but not limited to, dies, die blocks, fixtures, gages, molds, patterns, templates, and other
manufacturing and inspection aids required in those processes,
shall remain the property of Seller.
4. EXCUSABLE DELAY. Seller shall not be charged with nor incur any liability for failure or delay in making deliveries when such
failure or delay is due to any cause beyond the reasonable control
and without the fault or negligence of the Seller. Such causes
include but are not limited to delays of suppliers, Acts of God or the
public enemy, compliance in good faith with any applicable foreign or domestic Governmental regulation or order whether or not it
proves to be invalid, fires, riots, labor disputes, unusually severe
weather, and total or partial inability to procure materials,
equipment, and/or energy such as natural gas, fuel oils, electrical
power, etc. To the extent that such causes actually retard or delay deliveries on the part of the Seller, delivery schedule shall be
adjusted equitably. In no event shall Seller be liable for
consequential, tort, special or contingent damages arising out of
Sellers default or delay in filling an order, even if due to Sellers
negligence.
5. WARRANTY.
a) Seller warrants to Buyer and Purchasers of Buyer’s products and services (Purchasers), that all items or services when
delivered hereunder, will be free from defects in material and
workmanship, and will conform to the applicable specifications
and drawings. The Liability of Seller and Remedies of Buyer and Purchasers, in respect of any item or service delivered
hereunder, shall be limited to the repair or replacement of any such item or service which does not conform to the foregoing warranties.
Unless accepted earlier, acceptance shall be deemed to have
occurred within two (2) months following receipt of the items,
services or repaired articles by the Buyer.
b) The foregoing warranties, and the foregoing remedies of
Buyer and others are: (1) sole and exclusive, are limited to
those provided herein to the exclusion of any and all other remedies and warranties, express or implied, including without limitation, the implied warranties of
merchantability and fitness for a particular purpose, and
remedies for breach thereof, and (2) are given and accepted in lieu of any other warranties, remedies, rights or claims
respecting consequential, special, indirect, contract, tort, or
any other damages, whether or not arising from any cause of
action of any type including, without limitation, any damages arising from Sellers negligence, actual or implied, or violation
of U.S. Government laws or regulations.
c) The foregoing warranties and the foregoing remedies with
respect to an item or service shall begin when the item or
service is delivered hereunder and terminate upon the
expiration of the period specified in any applicable performance
warranty, or service policy, or if none, one year after acceptance of said item or service by Buyer. The above notwithstanding, the
foregoing warranties and foregoing remedies shall terminate
upon alteration, repair and/or overhaul of said item by anyone
other than Seller, unless the contrary is provided in any applicable performance warranty or service policy, further, the foregoing warranties and foregoing remedies shall terminate
upon failure by Buyer or Purchasers to preserve, install,
operate, maintain, repair, replace or alter the same in
accordance with applicable recommendations by Seller or the airframe or engine manufacturer, or misuse, neglect, or accident including foreign object damage whether in operation, in transit,
or in storage.
d) A notice in writing of a warranty claim must be given to Seller not later than 30 days after the claimed failure, malfunction,
detect or non-conformity is discovered and the item(s) must be returned to Seller not later than 90 days after such notification is
made.
e) Buyer shall indemnify Seller for any claims which arise in the event of the failure of Buyer or others down the contractual
chain, to limit, in accord with Paragraphs b), c), and d), Sellers
liability to ultimate Purchasers.
f) Sellers price quotations are based upon the above Warranty coverage. Should Buyer require different or greater Warranty coverage, Buyer shall request that Seller re-quote on the basis
of such different or greater coverage.
6. TAXES. Any sales, license and/or excise taxes now or hereafter
imposed in respect to this quotation, the transaction involved
herein, the sale, delivery, transportation of parts covered in the
contract or purchase order resulting therefrom, shall be payable
by the Buyer. If any such taxes are paid or required to be paid by Seller, the price quoted herein and any other purchase order resulting therefrom shall be adjusted accordingly.
7. PRICE AND DELIVERY TERMS. Prices are subject to change
with advance notice. Price quotations are valid for 30 days from
the date thereof unless otherwise stated by Seller. The terms of
sale are net 30. Transportation shall be Ex Works Seller’s
facility, INCOTERMS 2000. Seller shall bear no risk or expense respecting the parts after delivery to the carrier, unless Buyer expressly agrees in writing to pay a separate sum for other
delivery terms.
8. EXPORT ORDERS. a) The prices quoted herein are payable in U.S. dollars. b) The parties hereto expressly agree to exclude the application of the United Nations Convention On
Contracts for the International Sale of Goods.
9. LAWS. Excluding its provisions relating to conflict of laws, this
agreement shall be interpreted in accordance with, and the
construction thereof shall be governed by, the laws of the State
of Ohio, U.S.A.