Terms & Conditions - Sale
In the interest of transparency and full understanding of 630 Aerospace’s business practices, policies and requirements, we provide the following Terms and Conditions of Sale. These Terms and Conditions define how we work with our customers in the areas of Maintenance Services, Exchange Programs and Materials Sales.
General: In the interest of transparency and full understanding of 630 Aerospace’s business practices, policies and requirements, we provide the following Terms and Conditions of Sale. The following Terms and Conditions apply to all maintenance and repair services performed by 630 Aerospace on the basis of the 630 Aerospace Catalog and as covered under a Customer Agreement concluded with a Customer.
1. Definitions and Abbreviations: The following terms, expressions and abbreviations used in these Standard Terms and Conditions shall have the following meanings:
1.1. Airworthiness: An aircraft or Component is airworthy if it conforms with the applicable approved type, i.e. if it complies with the valid type certificate data sheet, which includes any supplemental type certificate (STC) and approved modifications incorporated into the aircraft, if any maintenance service was carried out in accordance with the applicable maintenance requirements and if the aircraft or Component was released to service.
1.2. ATA 300 Air Transport Association specification 300.
1.3. BER - Beyond Economic Repair. Components Devices, modules or individual parts of an aircraft, including engine or flight equipment or emergency equipment.
1.4. Components are always identified by a part number in the maintenance or operational documents issued by the respective aircraft or component design organization.
1.5. Customer: A Person or legal entity who or which, when entering into a Customer Agreement with 630 Aerospace, acts in the exercise of his or its trade, business or profession.
1.6. Customer Agreement: A contract between 630 Aerospace and the Customer under which 630 Aerospace agrees to perform a Maintenance Service provided in the 630 Aerospace Catalog in return for payment by the Customer.
1.7. Customer's Working Equipment: Any technical equipment for use by 630 Aerospace to perform the Maintenance Service which the Customer is obligated to provide to 630 Aerospace under the Customer Agreement as specified in the Customer Agreement.
1.8. Engine Part Devices: Modules or individual parts of an engine. Engine Parts are always identified by a part number in the maintenance or operational documents issued by the respective OEM.
1.9. 630 Aerospace Catalog: The currently valid and from time to time amended catalog of 630 Aerospace for providing 630 Aerospace services available on 630 Aerospace’ website, www.630aerospace.com/Service under the capabilities listing
1.10. Flight Hour: Each hour that the aircraft is airborne.
1.11. www.630aerospace.com : 630 Aerospace’s website.
1.12. Maintenance Object: Any Engine Part or Component delivered to 630 Aerospace by the Customer for a Maintenance Service to be performed by 630 Aerospace.
1.13. Maintenance Service - One or a combination of the following: overhaul, repair, inspection, testing, replacement, modification or rectification of a Component and/or Engine Part to be performed by 630 Aerospace as agreed to in the Customer Agreement.
1.14. OEM: Original Equipment Manufacturer. Place of Repair Has the meaning set forth in Article 4.
1.15. Subcontractor: Any person or legal entity (other than employees of 630 Aerospace), engaged by 630 Aerospace to perform 630 Aerospace’ obligations under the Customer Agreement.
1.16. Turnaround Time (TAT): Has the meaning set forth in Article 7.
1.17. Vicarious Agents: 630 Aerospace personnel and other persons, e. g. subcontractors used by 630 Aerospace to support 630 Aerospace in the performance of its obligations under the Customer Agreement.
2. Scope and Exclusive Validity of these Terms and Conditions
2.1. These Terms and Conditions of Sale shall exclusively apply to all Customer Agreements, unless 630 Aerospace expressly waives their applicability in written form, and only as far as 630 Aerospace and the Customer have not agreed on any other terms and conditions provided by 630 Aerospace.
2.2. The Customer's standard terms and conditions shall not become part of the Customer Agreement, even if 630 Aerospace has not expressly rejected their applicability. Further, if 630 Aerospace replies to any communication of the Customer that refers to the Customer's standard terms and conditions or any other set of terms and conditions (each being "Other Terms and Conditions"), such reply shall not constitute an acceptance of such Other Terms and Conditions, nor shall it result in the acceptance of such Other Terms and Conditions.
3. Conclusion of Customer Agreement
3.1. Any offer submitted in the 630 Aerospace Catalog shall be non-binding.
3.2. Orders submitted by the Customer are binding for the Customer.
3.3. The Customer Agreement is concluded once 630 Aerospace has started the Maintenance Services or has submitted an order confirmation to Customer in writing (letter, fax or e-mail).
4. Scope of Maintenance Service
4.1. 630 Aerospace only offers the Maintenance Services as stated in the current 630 Aerospace Catalog and the scope of Maintenance Service requested shall be stated in the order placed by the Customer.
4.2. 630 Aerospace is entitled, without the prior consent of the Customer but at the Customer's expense, to perform additional services that 630 Aerospace considers necessary for the proper performance of the Maintenance Service if (i) the Customer's prior consent cannot be obtained without causing a delay in the completion of the services and (ii) the price for the additional services does not exceed ten percent of the value of the original order.
4.3. The Maintenance Service shall be performed by 630 Aerospace in accordance with the 630 Aerospace Quality Manual and Procedures as approved by the competent authority unless otherwise agreed in writing between the Customer and 630 Aerospace.
4.4. 630 Aerospace Maintenance Services are based on the OEM's repair manual, but include wherever possible the use of FAA DER repairs or the equivalent to EASA Part- 21. Should Customer not accept the use of such repairs, Customer must express any such disapproval with such repair in the order, and 630 Aerospace shall be entitled to refuse the order or to make a cost estimate for the requested repair without using FAA DER repairs or the equivalent to EASA Part - 21.
4.5. 630 Aerospace will use manufactured material provided by OEM but whenever possible 630 Aerospace shall be entitled to use PMA material. Should Customer not accept the use of PMA material Customer must notify its disapproval with such material in the order and 630 Aerospace shall be entitled to refuse the order or to make a cost estimate for the required repair without using PMA material.
5. Place of Repair
5.1. Place of Repair shall be the 630 Aerospace facility at which 630 Aerospace offers the Maintenance Services according to the 630 Aerospace Catalog.
6. Customer’s Obligations
6.1. The Customer shall supply 630 Aerospace with the Customer’s Working Equipment and with all documents on the operation, maintenance and repair history of the Maintenance Object necessary for completing the Maintenance Service (including without limitation all relevant instruction manuals and special documentation not at 630 Aerospace' disposal).
6.2. If the Customer fails to supply 630 Aerospace with the documents as per Article 5.1 above or if such documents are incomprehensible or incomplete, 630 Aerospace may request that the Customer supply any such documents, and any relevant undocumented information, within a reasonable period of time. For the purposes of this Article 5 “documents” include both printed documents and data in all other formats, including without limitation electronic formats.
6.3. If the Customer does not comply with the request according to Article 5.2 in due time, 630 Aerospace is entitled to terminate the Customer Agreement with immediate effect. In such case, 630 Aerospace shall be entitled to claim payment for the Maintenance Service to the extent it was performed prior to the date of termination.
6.4. Articles 5.1, 5.2 and 5.3 do not in any way limit 630 Aerospace’ legal and contractual rights or claims.
6.5. Customer shall treat as strictly confidential any information disclosed by 630 Aerospace relating to the Customer Agreement, including the document itself as well as individual provisions contained therein (“Confidential Information”). Confidential Information shall include, but not be limited to, the contents of the negotiations leading up to the Customer Agreement, any business, technical and strategic data disclosed by 630 Aerospace or its Subcontractors at any time for any reason, comprising any and all such information in oral or visual form and including but not limited to prices for materials and Maintenance Services, the scope of Maintenance Services offered, legal provisions, turnaround times and man-hours needed.
7. Prices/Minimum Charges
7.1. All prices and/or charges in the 630 Aerospace Catalog refer to labor only. Material will be quoted and charged separately 630 Aerospace. All charges are applicable during the period defined in the respective data sheet of the current 630 Aerospace Catalog.
7.2. Maintenance Services performed on Components shall be charged to Customer as specified in the respective data sheet of the current 630 Aerospace Catalog. If prices are not available in the current 630 Aerospace Catalog, then prices shall be individually quoted by 630 Aerospace on Customer’s request.
7.3. Should repairs be required in order to achieve serviceability of a Maintenance Object and if 630 Aerospace should have such capability, but the repair is not part of the Maintenance Services offered in the current 630 Aerospace Catalog, then 630 Aerospace shall provide Customer with a cost estimate for the required repair.
7.4. If a Maintenance Object fails the incoming inspection by 630 Aerospace or the Maintenance Object is determined to be BER, the charge for cleaning and inspection as per the current 630 Aerospace Catalog shall apply and shall be borne by the Customer.
7.5. The fixed charges for labor costs offered in the 630 Aerospace Catalog are not applicable for parts with abnormal wear and tear and excessively damaged parts (such as but not limited to Foreign Object Damage, etc.). Article 6.1 as well as TAT shall not be applicable. In such cases the parties shall agree on individual pricing and individual TAT. In case the parties will not be able to agree within ten days after 630 Aerospace informed the Customer, 630 Aerospace shall send the parts back to Customer in "as is" condition and Customer shall pay for the Maintenance Services to the extent it was performed by 630 Aerospace prior to that moment.
7.6. Handling Charges
7.6.1. Use of New Material supplied by 630 Aerospace and not being exchanged on a 1:1 basis shall be charged according to OEM current list price plus a handling charge of fifteen percent on the net price.
7.6.2. Scrap replacement with used and/or serviceable supplied by 630 Aerospace shall be quoted according to the charges in the 630 Aerospace Catalog and charged individually.
7.6.3. Services Performed by third parties. Should it become necessary to employ third parties to perform services that are beyond the scope of the 630 Aerospace Catalog and are not provided by 630 Aerospace, such services shall be charged by 630 Aerospace at cost plus ten percent handling charge.
7.6.4. 1:1 Exchange In case of a 1:1 exchange of the Maintenance Object the applicable payment conditions shall be agreed between 630 Aerospace and Customer.
8. Turnaround Time
8.1. The TAT for each Maintenance Object stated in the 630 Aerospace Catalog shall apply. Unless they have been explicitly and in writing declared as binding, TAT´s indicated by 630 Aerospace are provisional, non-binding, and shall serve as general information only.
8.2. If 630 Aerospace becomes aware that it is likely to miss the TAT, 630 Aerospace will promptly notify the Customer.
8.3. In case Customer requests 630 Aerospace to return a Maintenance Object before the end of the TAT stated in the 630 Aerospace Catalog, 630 Aerospace will make all reasonable efforts, without being under the obligation, to comply with such a request.
9. Delivery
The delivery of each Maintenance Object to the Place of Repair shall be at Customer's risk and expense, unless otherwise agreed in the Customer Agreement. Customer shall ensure that all shipments made hereunder shall be performed using shipping containers which follow then current requirements, such as but not limited to ATA 300. In case the shipping containers cannot be used by 630 Aerospace for the redelivery, Customer shall bear the cost for new or other shipping containers.
10. Redelivery
10.1. Redelivery of the Maintenance Object shall be affected ex works (EXW, Incoterms 2010) the Place of Repair excluding packing material.
10.2. No later than one week after (i) 630 Aerospace has notified the Customer that the Maintenance Service has been completed or (ii) the date of termination of the Customer Agreement, whichever may occur first, the Customer shall exercise best efforts to immediately collect the Maintenance Object at the Place of Repair
10.3. If the Customer fails to comply with Article 10.2, the Customer shall compensate 630 Aerospace for any costs and expenses it incurs in connection with the storage of the Maintenance Object according to 630 Aerospace’ then current price list.
10.4. The Customer may request that 630 Aerospace supports Customer in arranging for shipment of the Maintenance Object to another place as the one specified in Article 10.1. Any shipment arrangements made by 630 Aerospace shall be in the name and on behalf of the Customer.
11. Warranty
11.1. If not otherwise stated in the 630 Aerospace Catalog, the warranty period for the Maintenance Services is twelve months from the date of redelivery or within one thousand Flight Hours of the Maintenance Object after redelivery, whichever may occur first.
11.2. A warranty claim must be raised by Customer within thirty days after the defect has or could have become reasonably apparent and 630 Aerospace must be provided at the Place of Repair with the defective part for inspection and repair within an additional thirty days after the warranty claim has been raised. If a defect arises on a non-removable part of an aircraft the Parties shall in good faith agree how to remedy such defect in a way convenient for Customer and reasonably acceptable for 630 Aerospace.
11.3. 630 Aerospace’ warranty shall be excluded (i) if the defect has been caused because the Maintenance Object has been altered, overhauled or repaired during the warranty period by any party other than 630 Aerospace, or (ii) if the defect has been caused by the Customers Working Equipment or any material supplied by Customer, or (iii) if the Customer has not taken all reasonable precautions to prevent an aggravation of the defect or damage, or (iv) if the Customer does not comply with operating instructions provided by 630 Aerospace or the respective aircraft of Component design authorization. As long as the Customer is in default with its payment obligations, 630 Aerospace may exercise its right of retention and may therefore refuse to meet warranty claims until full payment has been made.
11.4. Further, 630 Aerospace´ warranty shall be excluded for any defects of parts or materials which have been tampered with by others than 630 Aerospace or its Vicarious Agents, which have suffered a so-called “Foreign Object Damage" (FOD) or which were damaged by weather or similar external influences, excluding normal wear and tear. This restriction does not apply if the Customer proves that 630 Aerospace or one of its Vicarious Agents caused the defect.
11.5. Provided that suppliers grant 630 Aerospace warranty rights for material or services beyond the scope of 630 Aerospace’ warranty as set forth in Article 11.1 and 11.2 above, customer may request 630 Aerospace to assign any such warranty rights. Further, upon request, 630 Aerospace shall support Customer in pursuing such warranty rights.
11.6. If upon Customer’s special request 630 Aerospace or its Subcontractors perform a provisional repair, the materials used and the Maintenance Services performed during such repair are not subject to any warranty.
11.7. 630 Aerospace shall correct any defect covered by this warranty at its own cost and expense at the Place of Repair or at any other place Customer and 630 Aerospace may agree upon from time to time. If the Customer requests 630 Aerospace to correct the defect of a Component at another location as the Place of Repair, the Customer shall arrange at its own risk and expense for the removal and transport of the defective Components to and from the location where the repair shall be made and for the reinstallation of the respective Component.
11.8. The warranty set forth in this Article 11 shall be the exclusive and sole remedy for Customer in case of any defect.
11.9. Articles 11.1 and 11.2 shall not apply to a possible claim for damages. Articles 11.1 and 11.2 shall also not apply if 630 Aerospace has concealed the defect intentionally or has given a written durability guarantee or warranted certain properties of the repair.
11.10. Articles 11.1, 11.2, 11.3, 11.4, 11.7, 11.8 shall not affect any other limitations of 630 Aerospace's liability, or restrictions of the Customer's rights and claims against 630 Aerospace in these Standard Terms and Conditions and/or under applicable law.
12. Limitation of Liability for Damages
12.1. 630 Aerospace’s liability for damages in case of slight negligence of 630 Aerospace, its statutory representatives and Vicarious Agents shall be excluded, provided such liability does not result from the violation of any material contractual obligations of particular significance for the purpose of the Customer Agreement which the Customer may rely on, damages arising from injury to life, limb or health or from violation of a guarantee. 630 Aerospace’s liability under the Product Liability Act shall remain unaffected.
12.2. To the extent 630 Aerospace is liable in accordance with Article 12.1, 630 Aerospace' liability shall be further limited as follows: 630 Aerospace shall not be liable for non-foreseeable damages which are not typical for Maintenance Services of the kind constituting the Maintenance Service under the relevant Customer Agreement and which are neither based upon a violation of a guarantee, nor upon intentional acts (or upon intentional acts of 630 Aerospace's statutory representatives or its Vicarious Agents), nor are caused by injury to life, limb or health, nor are damages to be compensated in accordance with the Product Liability Act.
13. Insurance
13.1. The Customer agrees to obtain and maintain in full force during the term of the Customer Agreement the following insurances:
• A Hull All Risks Insurance as well as a Risk All Property Insurance including war risks containing a waiver of subrogation, in favor of 630 Aerospace, its personnel and its Subcontractors.
• Comprehensive Legal Liability Insurance (including aircraft third party, passenger and war risk liability) with a combined single limit in accordance with article 7 Regulation (EC) No. 785/2004 naming 630 Aerospace, its personnel and its Subcontractors as additional insured parties.
13.2. If the Customer has ordered the Maintenance Service from 630 Aerospace on behalf of a third party, the Customer shall ensure that such third party obtains and maintains the insurances specified in Article 13.1.
14. Payments
14.1. 630 Aerospace shall issue an invoice after Redelivery of the Maintenance Object according to Article 9 and Customer shall pay within ten days from receipt of 630 Aerospace's invoice.
14.2. All prices are quoted as net prices. Any tax (including, but not limited to, value added tax), duty, fee or other public charges whatsoever imposed on the invoiced prices shall be borne by the Customer or shall be refunded by the Customer to 630 Aerospace. In the event any such tax or duty is recoverable, 630 Aerospace shall use reasonable efforts to recover such tax or duty paid.
14.3. Customer agrees that any dispute with regard to a payment obligation and any claim for reimbursement shall be made within one month after receipt of the invoice as per Article 14.1 After this period has lapsed, Customer shall not be entitled to assert any such claims.
14.4. Customer shall make payment in the contractually agreed currency. Any payment made in any currency other than contractually agreed shall be exchanged at the exchange rate on the date the payment is valued to 630 Aerospace' account. Customer remains liable for any shortfall to the amount owed resulting from such exchange.
14.5. The Customer shall not be entitled to set off any claims against 630 Aerospace's claims, unless such claims are determined by the final decision of a court or are undisputed. The Customer may only exercise a right of retention if its counterclaim has been determined by a final decision of a court or is undisputed.
14.6. In the event that Customer is a member of IATA, Customer herewith irrevocably authorizes 630 Aerospace to take all steps necessary for the collection of late payments via IATA Clearing House. 630 Aerospace is entitled to such collection for all late payments including late payment charges.
15. Reservation of Property and IP Rights
15.1. Title to all material supplied by 630 Aerospace under the Customer Agreement shall remain with 630 Aerospace until complete payment of all amounts due under the Customer Agreement has been affected.
15.2. Title to all intellectual property rights (including, but not limited to copyrights, trademarks, patents, inventions, utility patents, registered design rights or design rights – “IP Rights”) disclosed in documents or data (including but not limited to plans, drawings, patterns or designs) supplied by 630 Aerospace to Customer under the Customer Agreement, shall remain with 630 Aerospace or any third party which is entitled to such IP Rights.
16. Lien and Right of Retention
16.1. 630 Aerospace has by virtue of the Maintenance Service performed a contractual lien with respect to the Maintenance Object in its custody as well as with respect to other items of Customer in 630 Aerospace's custody to secure any claims of 630 Aerospace against Customer out of or in connection with the Customer Agreement as well as to secure any claims of affiliates of 630 Aerospace against Customer. Such right may also be asserted for services previously performed or materials previously supplied and with respect to claims resulting from a contractual relationship of Customer and 630 Aerospace and/or any of its affiliates. The contractual lien shall entitle 630 Aerospace and/or any of its affiliates to publicly offer the Maintenance Object for sale no earlier than one month after advising the Customer of its intent to do so. To affect such sale 630 Aerospace shall not be required to obtain an enforceable title or to comply with the regulations governing forced sale.
16.2. Further, 630 Aerospace has by virtue of the Maintenance Service performed a right of retention with respect to the Maintenance Object in its custody as well as with respect to other items of Customer in 630 Aerospace's custody to secure any claims of 630 Aerospace against Customer out of or in connection with the Customer Agreement as well as to secure any claims of affiliates of 630 Aerospace against Customer. Such right as well as a set-off right may also be asserted for services previously performed or materials previously supplied. The right of retention as well as a right to set off any due claims of 630 Aerospace against Customer with claims of Customer against 630 Aerospace may also be applied with respect to claims resulting from a contractual relationship of Customer and 630 Aerospace and/or any of its affiliates.
16.3. 630 Aerospace shall also have the right to cease any ongoing Maintenance Service without notice until all payments due under the Customer Agreement or any other contractual relationship between Customer and 630 Aerospace or Customer and 630 Aerospace and/or any of its affiliates have been made.
17. Customs Clearance
According to applicable international laws ( such as the European Union and or the United States of America ) the Customer is obligated to perform the customs clearance for import (to be defined as the entry into the customs territory of the European Union and or the United States of America ) and export (to be defined as exit from the customs territory of the United States of America ) of any aircraft (or parts thereof) and any other goods. The Customer is obligated to comply with all existing import and export prohibitions and restrictions of the applicable Country and The United States of America. If assigned and agreed in writing, 630 Aerospace will perform the necessary customs clearance in the name and on behalf of the Customer or on behalf of 630 Aerospace. In these cases, the Customer is obligated to provide 630 Aerospace with all necessary information and documentation (especially any required licenses regarding prohibitions and restrictions). 630 Aerospace shall not be liable for any delay due to the late delivery of information and documentation by Customer or due to delays in the customs clearance process. All duties and taxes that may occur due to the importation or exportation (defined above) must be borne by the Customer or will be charged by 630 Aerospace to Customer.
18. Export Clause
Customer shall comply with all applicable domestic and foreign export compliance requirements, including applicable US export laws and regulations (e.g., ITAR, EAR and OFAC sanctions regulations) and those of other relevant foreign jurisdictions. Upon 630 Aerospace's request, Customer shall promptly provide 630 Aerospace with appropriate certifications as required by such applicable export laws and regulations and end user certificates, or as necessary to ensure continuing compliance with such laws and regulations.
19. Applicable Law and Venue
19.1. The Customer Agreement and these Terms and Conditions and any legal relationship with the Customer that may arise therefrom shall be exclusively subject to and construed exclusively in accordance with the laws of the State of Florida, United States of America, excluding their conflict of laws rules. The United Nations Convention on the International Sale of Goods (CISG) shall not apply. In the event of a conflict between the English and any other language of the meaning of any expressions used in these Terms and Conditions or any part thereof the English legal meaning shall prevail.
19.2. The courts in the State of Florida, United States of America, shall have jurisdiction. In case of any claims asserted against 630 Aerospace this jurisdiction shall be exclusive.
20. Waiver of Sovereign Immunity
630 Aerospace and Customer hereby agree that Customer Agreements and any legal relationship that may arise therefrom are commercial transactions and Customer undertakes not to claim any immunity from suit, execution, pre-judgment or post-judgment attachment or other legal process in any jurisdiction.
21. Amendments
Any amendments to these Terms and Conditions will be posted on the 630 Aerospace website and will be effective on the delivery date of the Customers Service posting of the change to these terms. Any subsequent change to the items including this clause and the Customer Agreement must to be agreed upon between 630 Aerospace and the Customer in writing.
TERMS and CONDITIONS – Exchange Program
GENERAL: In the interest of transparency and full understanding of 630 Aerospace’s business practices, policies and requirements, we provide the following Terms and Conditions. The terms and conditions contained herein are the only terms and conditions of Exchange Sales. Anything to the contrary must be in writing and signed by an authorized officer of 630 Aerospace. EXCHANGE PARTS WILL NOT BE SHIPPED UNTIL THE SIGNED AGREEMENT IS RECEIVED. INCIDENT-RELATED MATERIAL WILL NOT BE ACCEPTED AS AN EXCHANGE CORE.
1. TERMS
1.1. Exchange Sales Fee: The Fee will be reflected in the exchange agreement.
1.2. Service Cost: All costs of returning the Customer Core to modify, overhaul or bring a part to serviceable condition will be borne by the customer.
1.3. The Outright Sales Price: The Outright Price is in addition to the Fee, if the Outright Sales condition is incurred by 630 Aerospace.
2. CONDITIONS
2.1. Payment. All invoices must be paid in cash, payable in immediately available funds in US Dollars, unless otherwise specified. Payment must be made in full upon receipt of invoice unless Customer has established 30-day net credit terms with 630 Aerospace.
2.2. Title and Risk of Loss. Title to Exchange Units shall remain with 630 Aerospace who shall retain a lien thereon until all funds due and payable hereunder have been received. Upon acceptance of the Customer Core Exchange Unit and the issuance of credit by 630 Aerospace, title to the Customer Core Exchange Unit shall transfer to 630 Aerospace. All risks of loss or damage to the Exchange Unit shall be borne by Customer once shipment has been accepted by carrier and claims for loss or damage shall only be against the carrier. 630 Aerospace shall be responsible for risks of loss or damage to the Customer Core Exchange Unit when delivered to 630 Aerospace by Carrier until either the title has transferred to 630 Aerospace as set forth herein or the Customer Core Exchange Unit is accepted by carrier for return to Customer.
2.3. Customer Core Exchange Units. Customer Core Exchange Units are to be delivered to 630 Aerospace (DDP Incoterms 2010) within 30 days of receipt of the Exchange Unit by Customer, or Customer will be charged an additional Exchange Sales Fee on day 31. If 630 Aerospace has not received the Customer Core Exchange Unit within 60 days Customer will be invoiced the Outright Sales Price in addition to both Exchange Sales Fees already invoiced (no exceptions). Invoicing will be at the full Outright Sales Price plus all charges accumulated by 630 Aerospace, e.g. Exchange Sales Fee plus any assessed late fee(s). Customer Core Exchange Units that 630 Aerospace deems beyond economical repair (BER) will be invoiced at the full Outright Sales Price plus the Exchange Sales Fee plus any repair shop evaluation fee.
2.4. Unit Configuration : All Customer Core Exchange Units must be the same part number, dash number and mod status as the Exchange Unit and be accompanied by a completed material cert, showing traceability to a regulated source (Airline, MRO, etc.) and non-incident statement from the last operator, backup documents such as packing slip and invoice etc. All Customer Core Exchange Units returned with incomplete packing slips, certification and traceability paperwork will be rejected by 630 Aerospace and unless remedied on or before the 30 days outlined in clause C above, the Customer shall be invoiced the Outright Sales Price plus all costs to return to Customer Core Exchange Unit to the Customer. All time- or cycle-limited parts must be accompanied by full records and traceability documents to original manufacturer.
2.5. Customer Repair. 630 Aerospace, at its option, and at its sole discretion, may approve customer repair of Customer Core Exchange Units, but this will only be acceptable with prior approval of the repair station, work scope, and certification offered. Customer Core Exchange Units returned in repaired condition without this approval will be subject to 630 Aerospace’ acceptance and may be subject to additional charges.
2.6. Safety Equipment: Safety equipment such as Slides and Slide Rafts Customer Core Exchange Units must have the same or later D.O.M for Slide and Cylinder as the exchange unit offered by 630 Aerospace, otherwise a differential charge of 1/15th of the outright price per year will be applied. 630 Aerospace reserves the right to reject core units which it deems too old.
2.7. Returns. Exchange Units returned to 630 Aerospace for credit must be returned within 5 days of the date of shipment, unused and in resalable condition, with all documentation intact, including, but not limited to, manufacturer’s certification and FAA airworthiness tags. Returned Exchange Units accepted by 630 Aerospace will be subject to a re-stocking charge of 5% of the outright sales price or $600 whichever is higher. Exchange Units which are returned having been used or without the original certification, will be considered to be exchange transactions, and the customer will be invoiced the Exchange Sales Fee and any repair and/or recertification fee(s). The full cost of returning the core unit to 630 Aerospace, including but not limited to, all repair and shipping costs will be the sole responsibility of the customer. Claims by Customer for shortages, defects and errors must be made within 5 business days of receipt of Exchange Unit.
2.8. Shipping Costs . Any prepaid shipping charges related to this transaction paid by 630 Aerospace will be re-charged to Customer at cost.
2.9. Certification . All Exchange Units are provided by 630 Aerospace in ‘as is’ condition, serviceable, overhauled or repaired by an authorized repair station, and are subject to Customer’s approval for airworthiness within the return policy set forth above.
2.10. Governing Law. These terms and conditions shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to the conflict of law principles.
2.11. Export Regulations Compliance . These commodities are subject to the Export Administration Regulations of the United States. Diversion contrary to U.S. Law is prohibited. 630 Aerospace reserves the right to require Customer fill out an End User Certificate prior to shipment of the Exchange Unit.
2.12. Unit Shipment: EXCHANGE PARTS WILL NOT BE SHIPPED UNTIL THE SIGNED AGREEMENT IS RECEIVED.
TERMS AND CONDITIONS – MATERIAL SALES
General: In the interest of transparency and full understanding of 630 Aerospace’s business practices, policies and requirements, we provide the following Terms and Conditions which apply to the Purchase of Material from 630 Aerospace.
1. Acceptance. Acceptance of this order will be according to the Terms and Conditions shown on the face hereof. This order supersedes any previous terms and conditions contained in any quote, purchase order or acknowledgement. All items are subject to prior sale.
2. Taxes. Buyer is responsible for all taxes, duties and other charges arising from the sale, delivery or use of any goods identified in the foregoing order and will reimburse 630 Aerospace for any such charges 630 Aerospace may be required to pay.
3. Law & Jurisdiction. The definitions of terms used, interpretation of this order, and rights and liabilities of parties hereto shall be construed under and governed by the laws of the State of Florida, U.S.A. and the courts situated therein shall have exclusive jurisdiction to hear any dispute arising hereunder. Buyer agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by 630 Aerospace in any action to enforce its rights hereunder. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any amendment or successor thereto is expressly excluded from this order. Buyer hereby waives: (a) the right to a jury trial in any and all proceedings; (b) any and all objections to venue and inconvenient forum in the state and federal courts referred to in this section; and (c) any and all objections to service of process by certified mail, return receipt requested.
4. Delay. 630 Aerospace is not responsible for any failure or delay in performance resulting from causes beyond 630 Aerospace' reasonable control. These may include but are not limited to events such as acts of government, court order, civil unrest, sabotage, adverse weather conditions, labor troubles and shortages of any goods. 630 Aerospace will give timely notice to Buyer of any such event and will endeavor to avoid or remove the cause and resume performance with minimum delay. The time for delivery will be extended accordingly.
5. Payment & Delivery. It is specifically understood and agreed that the title to all goods listed or included in the foregoing invoice shall remain 630 Aerospace's until full payment of same has been received, and the funds have cleared. All payments shall be made in United States dollars. All payments shall be made in full prior to shipment of the goods; except where 630 Aerospace has authorized credit terms for payment and/or scheduled advance payment, of which, such conditions will be listed on the face the invoice referenced above. The Buyer agrees to pay all cost of collection, including all reasonable attorneys' fees in the event it becomes necessary to enforce payment thereof. A finance charge of 1.5% per month or 18% per year or the maximum allowable service charge under the State of Florida shall be applied to all past due accounts commencing from the due date until the date the invoice amount, plus any service charges, is paid. All goods are sold ExWorks 630 Aerospace's facilities in Hialeah or Miami Lakes, Florida, or the location of the “drop shipment”.
6. Termination. 630 Aerospace may terminate the order at any time by written notice to Buyer if Buyer becomes insolvent or performs or permits any act of bankruptcy, liquidation, reorganization or if a receiver, trustee, or custodian is appointed for Buyer or a substantial part of Buyer's property.
7. Disclaimer of Warranties. THE GOODS ARE BEING SOLD AS IS, WHEREAS CONDITION, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
The Goods will be delivered in “as is, where is” condition but subject to following:
A. If the Goods are in Overhauled condition, a workmanship warranty of 12 months
B. If the Goods are in Repaired condition, a workmanship warranty of 6 months
C. If the Goods are Bench Tested/Inspected, a workmanship warranty of 30 days from ship date
For avoidance of doubt, 630 Aerospace’s liability shall be limited to, at 630 Aerospace’s option, either (a) the replacement and repair of the Goods or (b) a credit to Buyer in the amount of sale price to Buyer. Buyer expressly disclaims any other costs and expenses and agrees that the warranty claim will be limited to the options set forth in the preceding sentence.
IN NO EVENT SHALL 630 AEROSPACE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFIT AND COST OF REPLACEMENT GOODS. NO AGREEMENT CLAIMING ANY WARRANTY OF THE GOODS SHALL BE BINDING UPON 630 AEROSPACE UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE.
8. Indemnification. Buyer shall assume all loss and liability of any nature whatsoever arising out of the use, possession, or resale of said goods, and agrees to indemnify, protect, defend and save harmless 630 Aerospace, its affiliates and their respective officers, directors, employees and agents (“hereinafter the Indemnitees”) with respect to any claim, suit, action or judgment of any kind arising out of such use, possession or resale, regardless of whether caused by the negligent acts (or omissions) of any of the Indemnitees.
9. Third-Party Fees. 630 Aerospace and Buyer each indemnifies the other party from liability for fees, commissions or other claims made upon the other by third party brokers or, finders when such claims were caused by the indemnifying party.
10. Limitation Of Liability. 630 AEROSPACE'S LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING NEGLIGENCE, FOR ANY LOSS (INCLUDING DEATH) OR DAMAGE ARISING OUT OF OR CONNECTED WITH, OR RESULTING FROM THIS ORDER, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, OR USE OF ANY GOODS COVERED BY OR FURNISHED UNDER THIS ORDER SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE COMPONENT WHICH GIVES RISE TO THE CLAIM. ANY SUCH LIABILITY SHALL BE CONDITIONED ON BUYER PROVIDING PROMPT WRITTEN NOTICE TO 630 AEROSPACE OF ANY CLAIM AND, IN ANY EVENT, WITHIN ONE YEAR FROM THE DATE OF OCCURRENCE OF THE CLAIM UNLESS THE PARTIES HAVE AGREED IN WRITING TO A DIFFERENT CLAIM PERIOD. IN NO EVENT SHALL 630 AEROSPACE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFIT AND COST OF REPLACEMENT GOODS.
11. Severability. Any provision of this order which is prohibited or unenforceable in any jurisdiction shall, only as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such provision shall remain effective in any other jurisdiction. To the extent permitted by applicable law, each party hereby waives any provision of law which renders any provision hereof prohibited or unenforceable in any respect.
12. Assignment & Waiver. Buyer may not assign, in whole or part, the order and/or the foregoing invoice without prior written consent of 630 Aerospace. Failure by 630 Aerospace to assert all or any rights upon breach of this order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment. No written waiver of any right shall extend to or affect any other right 630 Aerospace may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach.
13. Returns. All returns for credit must be made within thirty (30) days of purchase and require a written material return authorization. All returns are subject to 630 Aerospace approval and a 20% restocking fee.
14. Export. Buyer understands that the products and/or technology to be purchased by it pursuant to this Agreement are subject to export controls under the laws of the United States, including but not limited to: (i) U.S. exports regulations governing the export, transfer, or re-export of U.S. manufactured products, and products containing U.S. components, software, or technology as set forth in the U.S. Export Administration Regulations (EAR), 15 C.F.R. §§ 772 et seq.; (ii) U.S. export regulations and laws restricting U.S. companies and their foreign affiliates and subsidiaries from doing business with certain embargoed countries and entities as set forth in the U.S. Foreign Asset Control Regulations (FACR), 31 C.F.R. §§ 500 et seq.; and (iii) the International Traffic in Arms Regulations, 22 C.F.R. §§ 120 et seq. Buyer agrees, warrants and represents that it will not export or re-export the products, technology, or products manufactured from the technology that are the subject of this Agreement in violation of the export laws of the United States.
15. Reclamation & Right of Set-Off. This provision shall apply if 630 Aerospace has: (a) delivered the goods to Buyer on credit; or (b) financed the sale of the goods to Buyer. As a condition of 630 Aerospace allowing the Buyer to accept delivery of the goods on credit, Buyer represents and warrants to 630 Aerospace that Buyer is solvent and is not presently a debtor in any bankruptcy case in any court of competent jurisdiction. In the event of Buyer’s insolvency, the foregoing invoice together with these Terms and Conditions shall constitute a demand by 630 Aerospace for reclamation of the goods in accordance with Section 2-702 of the Uniform Commercial Code and Section 546(c)(1) of the United States Bankruptcy Code. In the event of Buyer’s insolvency, Buyer does hereby waive any defenses to 630 Aerospace’s right to reclamation to the goods sold and Buyer shall promptly return possession of the goods to 630 Aerospace. Buyer hereby grants a general lien on and a security interest in, any assets belonging to Buyer and in the possession of 630 Aerospace as security for the performance of its obligations hereunder or to satisfy any obligation owed by Buyer to 630 Aerospace under any agreement.
16. Entire Agreement. These Terms and Conditions of Materials Sale govern the sale of goods by 630 Aerospace, notwithstanding any different, conflicting, or additional terms or conditions which appear on any purchase order or other business form submitted by Buyer, such different conflicting or additional terms submitted by Buyer will not become a part of the contract of sale between 630 Aerospace and Buyer and are expressly rejected by 630 Aerospace.