Please read these Terms and Conditions (the “Terms”) carefully before using the https://aeroparts.aero website (the “Site”) operated by AeroParts Manufacturing & Repair, Inc. (hereafter referred to as “AeroParts”, “Seller”, “us”, “we”, or “our”). Our products and services, as well as all of the content, software, and services available through the Site, whether offered by us or a third-party link provided by the Site, are referred to herein as the “Services.”
Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who choose to access or use the Services.
If you (hereinafter, “you” or “Buyer”) transact business by or through AeroParts, or send any aircraft component, part or other chattel (hereinafter, the “Item(s)”) to AeroParts, these Terms shall apply unless superseded by in writing by AeroParts’s Terms and Conditions of Sale of Goods and Services, in which case such written agreement shall take precedence in cases of conflicts with these Terms.
Updates to these Terms
We reserve the right to change, modify, add to, or remove all or part of the Terms at any time, and such modification shall be effective upon posting by AeroParts to the Site. You agree to be bound to any changes to the Terms when you use Services after any such modification is posted. If you do not consent to any of the changes of the Terms, your only remedy is to terminate your use of the Site and the Services. Your failure to terminate use of the Site/Services shall constitute acceptance of the changes to the Terms.
By requesting a quote on the Site or using the Contact Us page, you agree to receive, in addition to any information requested by you, our newsletter communications, marketing or promotional materials, and other information we may send. However, you may opt out of receiving future marketing or newsletter communications from us by following the unsubscribe link or instructions provided in any such email we send.
When you request a quote from us or otherwise contact us, you represent and warrant that you are at least eighteen (18) years old and that the information you provide us is accurate, complete, and current. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your access to the Site/the Services.
Sale of Products and Services
We do not sell products or services on the Site. You may purchase products or services from us by contacting us directly. Any such purchase shall be governed by the terms and conditions provided to you at that time, and these Terms as amended from time to time and located at https://aeroparts.aero/terms-and-conditions. The terms and conditions contained within any document you signed with AeroParts shall take precedence over these Terms.
All sales of products and services undertaken by AeroParts are in U.S. Dollars (U.S.D.) and governed by the laws of the State of New Mexico and the United States of America.
The Site may contain links to third party websites and the ability to access external portions of the Internet. You agree that AeroParts is not responsible for the availability of these third-party sites, the content, including, without limitation, solicitations thereon or products or services made available thereby. Such links do not constitute an endorsement by AeroParts of those other websites or online services, the content displayed therein, or the persons associated therewith. You agree that AeroParts shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in any way whatsoever related to any such third-party site and you hereby irrevocably waive any and all claims related thereto against AeroParts, its parents, subsidiaries, affiliates, employees, representatives, agents, attorneys, directors, officers, managers, shareholders, third-party content providers or licensors.
We strongly advise you to read the terms and conditions and privacy policies of any third-party websites that you visit.
Use of Services
You agree to use the Services only as lawful in the United States, including all jurisdictions and subdivisions thereof, and in any other jurisdiction in which you reside or whose laws you may be subject to.
Without limiting the forgoing, you agree not to:
- Not to use the Services or any element or portion thereof for any commercial purpose except as otherwise negotiated with and expressly agreed to by AeroParts;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Services;
- Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device or network;
- Disclose personal information and/or collect information about others, including email addresses, without their prior consent; or
- Violate any applicable domestic or international laws or regulations.
Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. AeroParts reserves the right, at its sole discretion, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice to you. You agree that AeroParts shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
Violation of these Terms
You agree that AeroParts may, in its sole discretion and without prior notice to you, suspend or terminate your access to the Site and/or the Services at any time and for any reason whatsoever, and you agree that AeroParts shall not be liable to you or any third party for any such termination. AeroParts reserves the right to bar any further access to the Site and/or the Services.
The Site contains content, information, materials, computer code, and software of AeroParts (“Protected Content”) which is protected by copyright, trademark, patent, trade secret, and other laws, and AeroParts either owns and retains or licenses all Intellectual Property Rights (as defined below) in the Protected Content, Site and Services. AeroParts hereby grants you a limited, revocable, non-sublicensable non-exclusive license to display the Protected Content (excluding any software code) solely for your personal use in connection with using the Services in accordance with the Terms. Copying or downloading these materials for anything other than your personal use is a violation of these Terms. “Intellectual Property Rights” means any and all (by way of whatever name or term known or designated) tangible and intangible and now known and hereafter existing (a) rights associated with works of authorship, including, but not limited to, copyright and moral rights; (b) trademark, service mark, trade dress and trade name rights and similar rights; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property and proprietary rights (of every kind and nature and however designated) (including, without limitation, logos, character rights, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; and (f) all registrations, applications, renewals, revivals, resuscitations, extensions, continuations, divisions or reissues thereof now and hereafter in force (including, without limitation, rights in any of the foregoing).
You acknowledge that all copyrights and other Intellectual Property Rights in the Services are owned by AeroParts or its third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws and all other applicable laws. You agree not to encumber, license, modify, publish, copy, sell, transfer, transmit, or in any way exploit, any of the Protected Content, software, and Services, nor will you attempt to do so. Except as otherwise expressly permitted by applicable law, you agree not to copy, redistribute, publish or otherwise exploit material which you download from the Services without the express prior written permission of AeroParts and, if applicable, the owner of such material (from whom you are solely responsible for obtaining permission). You further agree and acknowledge that you shall not acquire any ownership rights by downloading content from the Services.
You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell, rent any Protected Content or other content appearing on the Site.
Disclaimers, Limitations, and Waivers of Liability
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT OF ANY WARRANTIES INCAPABLE OF EXCLUSION UNDER THE LAWS APPLICABLE TO THE TERMS).
WITHOUT LIMITING THE FOREGOING, NEITHER AEROPARTS NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT (1) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (2) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AEROPARTS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES OR SITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT NEITHER AEROPARTS NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR SITE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT NEITHER AEROPARTS NOR ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS ARE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD AEROPARTS OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES, SITE AND EXTERNAL SITES AND INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER AEROPARTS NOR ANY THIRD PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AEROPARTS OR SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH THESE TERMS OR ANY SERVICES.
You agree to defend, indemnify and hold harmless AeroParts and its parents, subsidiaries, affiliates, employees, representatives, agents, directors, officers, managers, shareholders, third party content providers and licensors (the “Indemnified Parties“) from and against all demands, liabilities, judgments, fines, interest, penalties, damages, losses, costs, claims or expenses (including, without limitation, attorneys’ fees and fees of other professional advisers) arising out of (i) your use or utilization of the Services; (ii) your online conduct; (iii) your violation, breach or alleged breach of these Terms; (iv) your failure to comply with any applicable laws or regulations; (v) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person; or (vi) any of your dealings or transactions with other persons resulting from use of the Services.
Governing Law and Alternative Dispute Resolution
The Terms and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of New Mexico governing contracts entered into and to be fully performed in New Mexico (i.e., without regard to conflict of laws provisions) regardless of your location. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
Any dispute, claim or controversy arising out of or relating to this Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New Mexico, before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Consumer Arbitration Rules or Commercial Arbitration Rules, as may be applicable to the claim(s) at issue. Judgment on the Award may be entered in any court of competent jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party is to bear its own costs and fees.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
If any provision of the Terms is found to be invalid, illegal, or unenforceable, the Terms will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect.
Nothing in the Contract shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
If at any time any one or more of the terms of an Order or any part of one or more of these terms and conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from such Order and the validity and/or enforceability of the remaining terms and conditions of such Order shall not in any way be affected or impaired as a result of that omission.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
The section headings used herein are for convenience only and shall not be given any legal import.
Products and Services Purchased Through AeroParts; Parts Sent to AeroParts
ACCEPTANCE: Except as otherwise mutually agreed to in writing by both the party purchasing products or services hereunder, (the “Buyer”) and AeroParts Manufacturing & Repair, Inc. (the “Seller”), these terms and conditions shall apply to and form a part of all purchase orders for the acquisition of products, services, deliverables, quotes, estimates, bailments, storage arrangements, shipments, and other business transacted between the parties. Confirmation by Seller of a purchase order may come in the form of a written quotation from Seller that shall become binding once Buyer signs Seller’s quotation (the “Order(s)”). Confirmation of an Order by Buyer shall also occur when Items are sent to or left in the possession of Seller. Orders shall be governed by these Terms and Conditions in lieu of all other terms and conditions and provisions printed on or attached to the Order or Item. These Terms and Conditions may not be varied except as specifically set forth in a written agreement by Seller. The Buyer shall place an Order in compliance with these Terms and Conditions incorporating mutually agreed upon quantity, delivery schedule, place of delivery, price, and the description of the specifications or requirements.
PAYMENT: Payment shall be in United States Dollars (USD$) and due and payable based on terms provided by Seller. No discounts are allowed unless previously agreed in writing by Seller. Payment shall not be withheld on account of any claim by Buyer as against Seller.
NONPAYMENT: Non-payment or delay in payment by Buyer shall be considered a breach of the Order and these Terms and Conditions. Seller, among other remedies, shall have the legal right, without being in breach, to cancel the Order; to stop or suspend deliveries; to perfect any applicable lien, including a lien on an entire aircraft if applicable; to assess storage fees; to recover reasonable costs of collection, including attorney’s fees; and to assess late fees and interest of three percent (3%) per annum over the then-current Prime Rate, as published by the Wall Street Journal.
STORAGE FEES: Storage fees of Thirty ($30.00) US Dollars per day shall accrue beginning thirty (30) days after Seller has notified Buyer that an Order requires Buyer action or response, including but not limited to payment in advance of Seller completing requested services, answering Seller’s questions about an Order or Item, or an Order is completed with the associated Item made available at Seller’s dock for Buyer pick-up. When pre-payment of a Seller’s invoice is required, Seller shall not ship or voluntarily surrender an Item or deliver an Item until the outstanding invoice for the associated Order has been paid in full. All Items stored by Seller are subject to a periodic storage safety inspection, and the cost of such inspection shall be assessed against the stored Item and related Order, and shall be considered labor pursuant to NMSA §48-3-29 et seq.
ABANDONMENT: Buyer represents and warrants to Seller that it will, within thirty (30) days or less, (a) pay for all Orders approved by the Buyer, and (b) make arrangements to pick up all Items related to (i) Seller requests that Buyer pick up such Items, (ii) an Order that Seller has notified Buyer is completed, or (iii) Orders not approved by Buyer. If no arrangement is made by the Buyer for an Item to be picked up or shipped as required in 5(b) above, Buyer agrees that Seller may, after thirty (30) days written notice to Buyer by Certified Mail at Buyer’s last known address on file of the date, time, and location of the Order, either dispose of or sell the Item(s) that is/are the subject of the Order in a commercially reasonable manner, in Seller’s sole judgement and discretion. If Seller decides to sell one or more Items that are the subject of an Order, Seller shall be entitled to, from the proceeds of the sale, recover all costs associated with the sale, including reasonable attorney fees and all other amounts owed by Buyer to Seller, including storage fees and late fees; and distribute any remaining funds to Buyer by check at Buyer’s last known mailing address. If Buyer has no last known mailing address or if mail is returned, any remaining funds shall be deposited with the administrator of the Uniform Unclaimed Property Act of New Mexico.
PRICE AND TAXES: (a) Prices are in United States Dollars and do not include any Federal, state and local taxes, fees, or duties, and Buyer assumes all liabilities for same, other than taxes based upon Seller’s net income, unless Buyer has furnished Seller with an exempt purchase or resale certificate. (b) Any and all customs, duties, taxes or other fees of any nature which may be imposed, charged or assessed with respect to the Order for the importation into any foreign country of any product, documentation or information furnished or sold are not included in the prices and shall be for the account of and paid for by Buyer. Buyer shall immediately reimburse Seller for any such tax, duty, custom or other fees that Seller is required to prepay.
DELIVERY: (a) Unless otherwise explicitly agreed upon in writing, Buyer shall deliver Items on Orders that require services to be performed by Seller, directly to Seller’s dock located in Rio Rancho New Mexico U.S.A., according to “Delivered At Place” (DAP) Incoterms 2020. Seller shall re-deliver Items on Orders that have been serviced by Seller, to Seller’s dock located in Rio Rancho New Mexico U.S.A according to “Ex Works” (EXW) Incoterms 2020. (b) Seller will use reasonable efforts to deliver the products or service within the time(s) agreed in the Order or as may be estimated by Seller. If no re-delivery time is provided or agreed upon by the parties, then redelivery shall be provided within a reasonable time, but the time of delivery shall not be of the essence. (c) If shipment of any product is delayed at Buyer’s request, delivery shall still be deemed to have occurred and Seller may invoice Buyer for services rendered at such time. Seller may, at its election, store or arrange for storage of Items until Buyer takes delivery of Items and charge Buyer for all related costs and expenses (including, without limitation, storage and insurance), and acting in such capacity shall have all rights as are available to parties offering commercial storage services under applicable law.
INSPECTION AND ACCEPTANCE: (a) Buyer may, on a non-interference basis and upon mutual agreement with Seller, inspect all products at reasonable times and places at Seller’s facility, including, when practicable, during manufacture and/or refurbishment and before shipment. Seller may require Buyer or Buyer’s representative to execute confidentiality agreements prior to performing such inspections. Buyer shall pay all costs arising from or relating to such inspections. (b) Final acceptance of Items shall not be delayed or refused for minor errors or omissions that do not materially affect the use or performance of the Items. If final inspection and acceptance does not occur at the time of shipment, it shall be conclusively presumed to have occurred within thirty (30) days of such shipment or upon Buyer’s use of the Items, whichever occurs first. (c) During the period between delivery and acceptance, if Seller delivers defective or non-conforming Items, the Buyer has the right to reject the Item, by providing Seller written notice of Buyer’s rejection of the Item, which shall contain a detailed explanation of the reason for rejection. Seller shall rectify or replace such Item, in its sole judgement and discretion, as soon as reasonably possible.
WARRANTY: (a) Unless otherwise provided by Seller in writing for specific Orders, the Warranty Period for Items delivered to Buyer by Seller shall begin on the date of shipment and end twelve (12) months after the date of shipment. (b) Seller warrants that, during the Warranty Period, the Items will be free from defects in materials or workmanship that would cause them not to be in material conformity with Seller’s specifications therefore (the “Specifications”), provided, however, that this warranty shall not apply to any Item: (1) that has been improperly altered, installed, or connected in any way, or abused or misused physically or electrically; (2) on which Seller’s trademark or other markings shall have been defaced or obliterated; (3) that has been reworked or repaired by any party other than Seller without Seller’s prior written authorization; or (4) that has not been maintained or stored in full compliance with Seller’s instructions. (c) If Seller determines that any returned product is not in conformity with this warranty, the remedy will take the form, in Seller’s sole judgement and discretion, of a replacement or repair of the defective or nonconforming Item. If it is uneconomical to replace or repair such a warranted Item, Seller may, in its sole judgement and discretion, remit the dollar equivalent based upon the original Item sales price and said remittance will be calculated by applying the pro rata percentage of the unexpired warranty to the original product sales price. Unless otherwise requested by Buyer, returned Items found not subject to this warranty will be sent back to Buyer, transportation collect. In all cases, Seller’s determination will be final. (d) No Other Warranties, Express or Implied. EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED IN CONNECTION WITH AN ORDER AND RELATED ITEMS, INCLUDING THE RESULTS AND PERFORMANCE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
PROPRIETARY INFORMATION AND DISCLOSURE: (a) The ideas, information, and designs in, or shown upon, and the drawings, specifications, photographs, tools, know how, trade secrets, patterns, equipment and other engineering and manufacturing information supplied by Seller shall remain Seller’s property, shall be retained in confidence by Buyer, not disclosed to any person or entity, shall not be used or incorporated in any product or item manufactured or assembled by Buyer. (b) Except as otherwise specifically authorized herein, Buyer shall not disclose any proprietary information to any third party other than those of Buyer’s employees, agents, or consultants that have a bona fide need to know such to facilitate in the performance hereunder.
INTELLECTUAL PROPERTY RIGHTS: (a) Any technical data or information which Seller discloses to Buyer is and shall remain proprietary to Seller and shall be Proprietary Information hereunder as defined above. (b) Except as specifically set forth otherwise herein, neither the performance of the Order nor anything in these Terms and Conditions shall grant either party any right, title, or license of any kind in any of the other party’s existing or future Intellectual Property Rights (as defined below) or any developments or modifications thereto. Any developments or modifications made to Seller’s Intellectual Property Rights, whether by Seller in the performance of the Order or by Buyer or its customer, shall vest exclusively in Seller. As used herein, “Intellectual Property Rights” means all intellectual and industrial property rights, including, without limitation, patents, know-how, trade secrets, registered trademarks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, and any other rights in any invention, discovery or process, in each case in the United States of America and all other countries in the world and together with all renewals and extensions thereof. (c) Buyer shall use Seller’s Intellectual Property Rights solely for the purposes of using the Items related to an Order and only in accordance with the instruction of Seller. Buyer shall not cause or permit the reverse engineering, disassembly, or de-compilation of the products or any tangible objects or software that embody Seller’s Intellectual Property Rights, nor develop second sources to manufacture any component or product embodying or based on Seller’s Intellectual Property Rights. Buyer shall not allow any trademarks of Seller or other words, or marks applied to the products to be obliterated, obscured, or omitted nor add any additional marks or words thereto. (d) Unless otherwise expressly set forth in writing by Seller, non-recurring engineering charges and all charges of a similar nature which may be billed to Buyer for work performed by Seller in connection with the Order (including, but not limited to, tooling charges, partial preparation charges, drawing or design charges, set-up or fit-up charges, and the like) represent only part of the cost thereof incurred by Seller. Buyer shall not acquire any right, title, or interest in, or license (either express or implied) to, any drawings, designs, or Intellectual Property Rights, or any tooling or other tangible property, by virtue of any such charges.
CORRUPT PRACTICES: (a) Buyer represents, warrants, and covenants that Buyer, its affiliates, and their respective directors, officers, employees, agents, and any other persons associated with or acting on behalf of the Buyer directly or indirectly, shall not, with regard to any aspect of Buyer’s performance under these Terms and Conditions or the use or re-sale of Items: (i) violate any provisions of the Foreign Corrupt Practices Acts of the United States; or (ii) violate any applicable anti-bribery or anti-corruption law or regulation enacted in any jurisdiction, whether in connection with or arising from the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions or otherwise; or (iii) make, or offer to make, promise to make or authorize the payment of or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money, or anything of value prohibited under any applicable law or regulation (any such payment, a “Prohibited Payment”). Buyer further agrees not to make or authorize the making of any gift or payment to any third person if Buyer knows or has reason to suspect that all or any portions of such gift or payment will be used for any Prohibited Payment. (iv) violate any provision of FAR 52.222-50, Combating Trafficking in Persons. (b) Buyer understands the provisions of any relevant laws in the jurisdiction in which it will be receiving products or services and in the place of incorporation of Seller relating to the prevention of corruption and agrees to comply with them. (c) The Buyer shall indemnify and hold harmless the Seller from any loss, damage and expense, including all legal fees, incurred or sustained by the Seller which is caused by or arises as a result of a breach of any of these warranties.
EXPORT CONTROL: (a) Buyer acknowledges and agrees that the products may be subject to the export or import laws and regulations of: (i) the United States of America, including, without limitation, the International Traffic in Arms Regulations (“ITAR”), the U.S. Export Administration Regulations (“EAR”), and the economic and trade sanctions administered by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”); (ii) the European Union and its member states, including, without limitation, Council Regulation (EC) No. 1334/2000; and (iii) other countries (collectively, “Export/Import Laws”). (b) Buyer agrees to comply strictly with all Export/Import Laws applicable to the Items and Orders. Buyer shall promptly notify Seller of any authorization requirements under Export/Import Laws that may apply to delivery of Items to Buyer. Buyer acknowledges and agrees that the Items shall not be exported, re-exported, trans-shipped or otherwise transferred to Cuba, Iran, North Korea, Syria, Sudan, Russia, Crimea region of Ukraine, or any other countries for which the United States of America or the European Union maintains an embargo (collectively, “Embargoed Countries”), or a national or resident thereof, or to any person or entity on the U.S. Department of Treasury List of Specially Designated Nationals, the U.S. Department of Commerce Denied Parties or Entity List, or to any person on any comparable list maintained by the European Union or its member states (collectively, “Denied or Restricted Parties”). The lists of Embargoed Countries and Denied or Restricted Parties are subject to change without notice. Buyer represents and warrants that neither it nor any of its customers or their users is located in, a national or resident of, or under the control of an Embargoed Country or similarly Denied or Restricted Party. Buyer specifically shall obtain all required authorizations from the U.S. Government (or other Government, as applicable) before transferring or otherwise disclosing technical data or technology to any Foreign Person. (c) Buyer understands its obligation to protect EAR- or ITAR-controlled products as necessary from unauthorized disclosure or access to foreign person employees or visitors. (d) Buyer understands its obligation to determine whether it will require the use of third-party subcontractors to access any technical data. If required, Buyer is responsible for identifying and licensing any activity that requires export authorization from the Department of Commerce, Bureau of Industry and Security or the Department of State, Directorate of Defense Trade Controls.
FORCE MAJEURE: In the event of the occurrence of any strikes, labor disputes, embargos, epidemics, quarantine restrictions, natural disasters, unusually severe weather, floods, earthquakes, fire, explosions, power surges, acts of God or of the public enemy, war, civil unrest, acts or threats of terrorism, delays caused by Government priorities or by regulations, delays in transportation or delivery, defaults of suppliers or sub-contractors (where such default itself is caused by a circumstances beyond Seller’s reasonable control), or other events outside the reasonable control of Seller, as well as other force majeure cases commonly recognized under applicable law (“Force Majeure”), Seller shall be released from performing its contractual duties under the Order to the extent that such Force Majeure is partially or wholly preventing Seller from performing its contractual duties as performed prior to the Force Majeure incident or as performed in the normal course of business. In such an event, Seller shall inform Buyer about the nature of the Force Majeure incident and the expected duration of the incident. In no event shall Seller be responsible or liable for any default, re-procurement costs, or any claim in connection with the non-performance or late performance of its contractual duties as a result of the Force Majeure event.
LIMITATION OF LIABILITY: SELLER’S AGGREGATE CUMULATIVE TOTAL LIABILITY TO BUYER UNDER THE CONTRACT AND THESE TERMS AND CONDITIONS, WHICH IS BUYER’S EXCLUSIVE REMEDY AND IS IN FULL SATISFACTION OF ALL LIABILITY, WHETHER FOR BREACH OF WARRANTY OR CONTRACT, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE), COUNTERFEIT PARTS, REPROCUREMENT, STRICT LIABILITY, OR OTHERWISE, WHETHER ARISING AT LAW, IN EQUITY, OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER FOR THE ORDERS GIVING RISE TO THE LIABILITY. SELLER’S LIABILITY SHALL BE FURTHER RESTRICTED TO ITS ACTS OR OMISSIONS WHICH ARE BOTH ITS FAULT AND WHICH DIRECTLY CAUSED THE LOSS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF DIRECT OR INDIRECT PROFITS OR REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, INTERRUPTIONS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF BUSINESS, ECONOMIC LOSS, DOWNTIME, OR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, LIQUIDATED, OR CONSEQUENTIAL DAMAGES, EVEN IF BUYER WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
GOVERNMENT CONTRACTS: If this Order bears a Government contract number or the designation “Government” on the face hereof, this Order shall be subject to all applicable provisions of, and will contain all clauses and agreements required by, the terms of any Government contract under which or for which this Order is issued and federal laws and regulations, and the clauses set forth in the Federal Acquisition Regulation, which are incorporated herein by reference (or equivalent Federal Procurement Regulations where applicable).
We welcome your questions or comments regarding these Terms. To discuss them, or for general inquiries, you may contact us at Info@AeroParts.aero.