1. Agreement
The sale by Seller to Customer of aircraft or engine components or ground equipment or parts thereof (individually, an Item and collectively, the Equipment) under a Sales Order (as defined below) will be governed exclusively by these Standard Terms and Conditions (STC). The Sales Order and these STC will form a contract and are hereinafter referred to collectively as the Contract. Seller and Customer may be referred to individually as a Party and collectively as the Parties.

2. Order Confirmation
Except as provided below, Customer’s purchase order is subject to written acceptance by Seller, evidenced by Seller’s issuance (including by electronic transmission) of a sales order, acknowledgment, confirmation, or other expression of Seller’s acceptance (a Sales Order). Seller reserves the right to accept purchase orders by performance in lieu of a Sales Order, in which event Seller will be deemed to have issued a Sales Order.

3. Pricing and Payment; Taxes
All payments must be in United States Dollars. Unless otherwise agreed in writing, all balances are due thirty (30) days from the date of Seller’s invoice to Customer. All past due amounts will bear interest at a rate of one and one-half percent (1½%) per month or the maximum amount permitted by law from the due date until paid in full. Customer agrees to pay all costs of collection, including attorney’s fees. Customer waives any right to set off amounts against any amount owed by Seller to Customer. Seller reserves a purchase money security interest in all Equipment sold and proceeds thereof until payment in full for such Equipment. Seller may file a financing statement or other documentation to evidence or perfect Seller’s interest in the Equipment in any appropriate jurisdiction, and Customer agrees to execute and cooperate with recordation of such documentation as may be reasonably requested by Seller. The purchase price of the Equipment does not include any taxes, and Customer is responsible for payment of all taxes (excluding taxes on Seller’s income), whether or not invoiced by Seller.

4. Delivery, Inspection, and Return
Customer acknowledges that any delivery dates provided by Seller are estimates and do not represent a firm delivery commitment. Unless otherwise agreed in writing, delivery terms will be F.O.B. (Florida UCC) Seller’s facility or such other facility as Seller may designate (Seller’s Facility), and where the Equipment is for export, FCA (Incoterms 2020) Seller’s Facility. Transportation from Seller’s Facility will be at Customer’s risk, cost, and expense. Except for any Equipment timely returned for nonconformance, any return of Equipment must be requested by written notice within thirty (30) days from the invoice date, and Seller may elect in its sole discretion to accept or reject such return. If Seller authorizes a return, Seller will issue a Return Merchandise Authorization (RMA) number, and Customer must deliver such Equipment to Seller within thirty (30) days from the date of Seller’s RMA in the original condition in which sold to Customer and with the original paperwork provided to Customer. Such returned Equipment must be delivered F.O.B. (Florida UCC) Seller’s Facility, or if originally sold for export, DDP (Incoterms 2020) Seller’s Facility. Upon return of such Equipment in full compliance with the foregoing, Customer will receive a credit, net of a 20% restocking fee.

5. Delay in Delivery
Seller will not be liable for any delay in performance due to causes beyond Seller’s control, including, but not limited to, delays or refusals to grant export or import licenses, acts or omissions of government, fires, floods, severe weather, labor strikes, riots, war, material shortages, or delays in delivery by third parties. Delivery dates will be extended as reasonably necessary to compensate for such delays.

6. Warranty of Title
Seller will convey good and marketable title to the Equipment sold to Customer on the date of physical delivery thereof.

7. Disclaimer of Warranties
OTHER THAN THE WARRANTY OF TITLE GRANTED HEREIN, NO WARRANTY IS PROVIDED BY SELLER WITH RESPECT TO THE EQUIPMENT, AND EACH ITEM IS SOLD TO CUSTOMER IN “AS IS” CONDITION. CUSTOMER WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. Upon Customer’s written request, Seller will assign any assignable supplier warranties and reasonably cooperate to facilitate enforcement.

8. Limitation of Liability
SELLER’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE EQUIPMENT OR THE CONTRACT SHALL NOT EXCEED THE INVOICE AMOUNT FOR THE EQUIPMENT GIVING RISE TO THE CLAIM AND IS SUBJECT TO CUSTOMER PROVIDING WRITTEN NOTICE WITHIN THIRTY (30) DAYS FROM THE DATE OF OCCURRENCE. SELLER WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Indemnity
Customer agrees to indemnify, defend, and hold harmless Seller, any consignor from whom Seller acquired the Equipment, and their respective affiliates, officers, directors, employees, agents, successors, and assigns from all claims, damages, losses, liabilities, and expenses arising from the use, operation, repair, maintenance, or disposition of the Equipment, except to the extent caused by gross negligence or willful misconduct of a Seller Indemnitee.

10. Customer’s Insurance
Customer will maintain third-party liability insurance customary for its industry and sufficient to cover its indemnity obligations, including contractual liability coverage and waivers of subrogation in favor of Seller Indemnitees. Certificates of insurance will be provided upon request.

11. Export Compliance
Customer acknowledges that the Equipment is subject to U.S. and international export control laws, including the EAR, FACR, and ITAR, and agrees not to export or re-export the Equipment in violation of applicable laws. Seller may cancel the Contract if Customer fails to provide required documentation or comply with export requirements.

12. Entire Agreement
The Contract supersedes all prior and contemporaneous agreements and inconsistent terms in Customer’s purchase order. The Contract may be amended only in writing. In the event of a conflict between these STC and the Sales Order, these STC will prevail unless expressly amended in the Sales Order.

13. Confidentiality
Customer will not disclose proprietary pricing or other non-public information except to permitted representatives under confidentiality obligations or as required by law after prior written notice to Seller.

14. Trademarks; Intellectual Property
Nothing in the Contract grants either Party the right to use the other Party’s trademarks, logos, or intellectual property unless agreed in writing.

15. Severability
If any provision of the Contract is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

16. Survivability
All representations and agreements made by the Parties will survive completion or termination of the Contract.

17. Waiver
Failure or delay to enforce any right will not constitute a waiver. Any waiver must be in writing.

18. Governing Law; Venue
The Contract is governed by the laws of the State of Florida, USA. Customer consents to the non-exclusive jurisdiction of state and federal courts in Broward County, Florida, waives the right to jury trial, and waives objections to venue and service of process. The UN Convention on Contracts for the International Sale of Goods does not apply.

19. Optional Arbitration for International Sales
For international Customers or export transactions, either Party may elect arbitration under the International Arbitration Rules of the American Arbitration Association, administered by ICDR, in Fort Lauderdale, Florida, in English. The arbitrator may award monetary and equitable relief but not punitive damages, and awards will be final and enforceable in any court of competent jurisdiction.

20. Notices
All notices and communications under the Contract must be in writing and will be effective when delivered by hand, certified or registered mail, overnight courier, or email to the addresses specified in the Sales Order.