1. Applicability & Incorporation
1.1. These Terms & Conditions of Sale (“Terms”) apply to every sale of parts, components, materials, equipment or assemblies (“Parts”) by Aircraft Parts Distribution (“Seller”) to the purchaser (“Buyer”) unless varied in writing by an authorized representative of Seller.
1.2. The Buyer’s purchase order, quotation, invoice, email, or other documents referencing the sale of Parts will incorporate these Terms. Any conflicting or additional terms proposed by Buyer are hereby rejected unless expressly accepted in writing by Seller.
1.3. No prior or other agreement (oral or written) shall apply, except as expressly incorporated in writing.
2. Definitions
2.1. “Parts” means items listed in the quotation, purchase order or invoice including, but not limited to, rotable, repairable, consumable, expendable, structural components, special tooling, ground support equipment and accessories.
2.2. “Quotation” means Seller’s offer listing part number, dash number (where relevant), quantity, price, lead time, delivery term, and other special conditions.
2.3. “Purchase Order” means the Buyer’s order for Parts referencing the quotation or otherwise accepted by Seller.
2.4. “Delivery” means the point at which the risk of loss passes to Buyer, as set out in these Terms.
2.5. “End User” means the ultimate operator or entity installing the Part into an aircraft, engine or other aviation asset.
3. Offer, Acceptance & Order Confirmation
3.1. Quotations are offers by Seller, valid for the period stated (if any) or otherwise for 30 days unless revoked earlier.
3.2. Acceptance of a quotation by Buyer creates a Purchase Order which is submitted to Seller. Seller’s acknowledgement, performance or shipment constitutes acceptance of the Purchase Order under these Terms.
3.3. Buyer warrants that the person submitting the Purchase Order is authorised to bind Buyer and that the Purchase Order references the correct part number, dash, quantity, price, delivery location, end-use and end-user information if known.
4. Price, Taxes & Payment Terms
4.1. The Purchase Price for the Parts is set out in the Quotation and/or Purchase Order and is payable in US Dollars unless otherwise agreed.
4.2. Prices exclude applicable taxes, duties, levies, charges for export/import, special packaging, handling, insurance, freight, customs, duties, and the like. Buyer shall pay or reimburse Seller for such amounts as required.
4.3. Unless Seller has extended credit terms in writing, payment is due prior to shipment or as otherwise stated in the invoice. Late payment will incur interest at the rate of [e.g., 1.5% per month or maximum permitted by law], and Buyer will reimburse all costs of collection including legal and attorney’s fees.
4.4. Title to the Parts remains with Seller until payment in full for all amounts due (including interest, costs, duties) is received. Seller reserves a purchase-money security interest in the Parts until payment is fully received.
5. Delivery, Title & Risk of Loss
5.1. Unless otherwise agreed in writing, delivery shall be Ex Works Seller’s facility. Buyer is responsible for all shipping, export/import formalities, freight, handling, insurance, customs duties, taxes from that point onward.
5.2. Title passes to the Buyer upon full payment; risk of loss or damage passes at the point of delivery (e.g., when Buyer takes possession at Seller’s dock or carrier’s pick-up).
5.3. Buyer shall inspect the Parts upon receipt and must notify Seller in writing of any non-conformity or damage within 10 days of delivery. Failure to timely notify constitutes deemed acceptance.
5.4. Partial shipments are permitted. Seller will not be liable for delivery delays due to events beyond its control, including without limitation acts of God, government action, export licence delay, material shortages, labour disputes, carrier delays or transportation issues. Delivery dates are estimates only and do not constitute a guaranteed firm date.
6. Cancellation & Returns
6.1. Buyer may not cancel the Purchase Order without Seller’s written consent. If Seller consents, a cancellation fee or restocking charge (25% of Purchase Price) may apply.
6.2. Returns will only be accepted if authorised in writing by Seller (via a Return Material Authorisation “RMA”) and within 10 days of invoice. Returns shall be at Buyer’s cost and subject to a restocking fee (25% or more depending on condition). Returned Parts must be in original condition, complete with documentation, certification and packaging.
6.3. Parts marked “AS-REMOVED”, “AS-IS”, “NO WARRANTY” or similar at time of sale cannot be returned unless for core exchange or per special terms specified in the Quotation.
7. Exchange Transactions & Core Return Requirements
7.1. For Parts sold on an exchange basis, the Buyer agrees to return a repairable core unit of the same part number, dash number, and modification status (unless otherwise approved in writing by Seller), within 15 days of Buyer’s receipt of the exchange Part.
7.2. All exchange cores shall be returned in “as removed from aircraft” condition, complete, unaltered, and free of unauthorized repairs, missing parts, or damage beyond normal operational wear.
7.3. All exchange cores must include complete trace documentation, including removal tag, reason for removal, aircraft identity when available, operator information, and hours/cycles when applicable.
7.4. Failure to return the core within the required timeframe, or returning a core that is BER, incomplete, or ineligible for repair, will result in Buyer being invoiced the full outright price difference and/or additional repair cost.
7.5. Title to the exchange Part transfers to Buyer upon shipment, title to the returned core transfers to Seller upon acceptance.
8. Core Evaluation Standards, Timing & Billing Adjustments
8.1. All returned cores are subject to evaluation by Seller or Seller’s approved repair facility to determine repairability, completeness, mod status, compliance, and presence of unapproved repairs.
8.2. If the core fails evaluation due to FOD, corrosion, misuse, undocumented repairs, missing components, or life-limit exceedance, Buyer agrees to pay supplemental repair costs and/or full outright charges.
8.3. The repair facility’s evaluation findings, shop reports, and teardown reports shall be conclusive absent manifest error.
8.4. Buyer must dispute any evaluation within 5 business days or it is deemed accepted.
8.5. Buyer is responsible for all freight charges for core returns, incorrect documentation, or re-shipment.
8.6. No Evaluation Timeframe Guarantee: Seller does not guarantee that core evaluation will be completed within any fixed period. Delay does not waive Seller’s right to bill supplemental or outright charges once evaluation is complete.
9. Inspection, Traceability & Documentation
9.1. Buyer shall provide to Seller any required end-user information, certification of removal (if applicable), removal tags including reasons for removal, aircraft serial number (MSN), life-limited parts data, and provenance trace-documentation for all Parts, as required by Seller or regulatory authorities.
9.2. Seller shall provide at delivery all applicable documentation (e.g., certificate of conformity, airworthiness tag, manufacturer statement of conformance, repair station documentation) unless otherwise agreed.
9.3. Buyer acknowledges that incorrect, missing or incomplete documentation may affect the usability or airworthiness of the Parts and that Seller is not responsible for Buyer’s downstream obligations to regulators, operators or maintenance organizations.
10. Warranty & Disclaimer
10.1. Unless otherwise specified in the Quotation or Invoice, the Parts are sold “AS-IS, WHERE-IS”, with all faults, and Seller makes no warranty of airworthiness, fitness for a particular purpose, merchantability or otherwise except title.
10.2. If Seller provides a warranty (as may be stated in the Quotation), the warranty shall be Buyer’s exclusive remedy, and Seller’s sole liability will be limited to the repair, replacement or refund (at Seller’s discretion) of the defective Part within the Warranty Period.
10.3. The warranty does not cover misuse, unapproved repairs, incorrect installation, foreign object damage (FOD), neglect, alteration, installation into an unapproved aircraft/engine, or use beyond the documented life-limits or conditions.
10.4. In no event shall Seller be liable for indirect, incidental, consequential, special or punitive damages (including but not limited to loss of use, loss of profit, downtime, business interruption) arising out of or in connection with the sale of the Parts, whether in contract, tort, strict liability or otherwise, except to the extent prohibited by applicable law.
11. Export Controls & Sanctions
11.1. Buyer represents and warrants that it will not export, re-export, transfer or install the Parts in violation of the export, re-export or import laws or regulations of the United States, European Union, United Kingdom or any other jurisdictions applicable (including sanctions, embargoes, restricted party lists).
11.2. Buyer further warrants that it is not on any denied-party list, is not a sanctioned person/entity and will not resell or lease the Parts to such persons. Buyer shall obtain any required licences or authorisations and shall provide Seller any information reasonably requested for export compliance.
11.3. Without limiting any rights under this Agreement, if Buyer fails to comply with these obligations, Seller may suspend performance, cancel the order, reclaim title, and Buyer shall indemnify Seller from any liability, loss or cost incurred by Seller.
12. Indemnity & Limitation of Liability
12.1. Buyer shall indemnify, defend and hold harmless Seller, its affiliates, directors, officers, employees and agents from and against any claims, liabilities, losses, damages, fines, penalties, costs (including attorneys’ fees) arising out of Buyer’s use, modification, resale, installation or distribution of the Parts, or any breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of Seller.
12.2. The total aggregate liability of Seller under or in connection with this Agreement (whether in contract, warranty, tort or otherwise) shall not exceed the Purchase Price paid by Buyer for the specific Part giving rise to the claim. Any claims must be brought within the warranty period.
12.3. The foregoing limitations apply notwithstanding the failure of the essential purpose of any limited remedy.
13. Governing Law & Dispute Resolution
13.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, USA. The parties submit to the exclusive jurisdiction of the courts of Butler County, Kansas, for any disputes arising out of or relating to this Agreement.
13.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
13.3. Any waiver, modification or amendment to these Terms must be in writing and signed by an authorized representative of Seller.
14. Confidentiality & Proprietary Rights
14.1. All quotations, pricing, documents, technical data, drawings or specifications exchanged between the parties are confidential and shall not be disclosed outside the parties without prior written consent, except as required by law.
14.2. Buyer may not remove or alter any proprietary marks or serial/part numbers on the Parts, nor resell the Parts under a different identity, except as approved in writing by Seller.
15. Assignment & Solicitation
15.1. Buyer may not assign or transfer its rights or obligations under this Agreement without Seller’s prior written consent.
15.2. Seller may assign, transfer or delegate its rights and obligations wholly or partially, provided Buyer’s rights are not materially adversely affected.
16. Force Majeure
16.1. Neither party shall be liable for delay or failure to perform its obligations under this Agreement if and to the extent such delay or failure is caused by force majeure events including war, terrorism, embargo, fire, flood, labour disputes, acts of government or other causes beyond the reasonable control of the affected party. The affected party shall notify the other as soon as reasonably practicable and use best efforts to resume performance.
17. Severability
17.1. If any provision of this Agreement is found to be invalid, illegal or unenforceable, that provision shall be severed and the remainder of the Agreement shall remain in full force and effect.
18. Entire Agreement
18.1. This Agreement (together with the Quotation, Purchase Order, and Invoice) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous communications, representations and agreements (whether oral or written). Buyer acknowledges that it has not relied on any representations other than those contained herein.
18.2. No other terms, conditions or representations shall apply unless expressly agreed in writing by an authorized representative of Seller.
19. Notices
19.1. All notices required by this Agreement must be in writing and sent by email followed by confirmed hard copy to the addresses specified in the Quotation or Purchase Order unless otherwise agreed in writing.
