Wyatt Aerospace, LLC,
Sales Order and Purchase Order Terms & Conditions

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Sales Order Terms & Conditions

Thank you for doing business with Wyatt Aerospace, LLC (the “Company”). The following Terms and Conditions apply to and are a part of every Company Sales Order. Any contradiction between these Terms and Conditions and other terms set forth in the Sales Order shall be resolved in favor of the Sales Order. The Company reserves the right to periodically change these Terms and Conditions.

1. Shipping.Any item (“Item”) purchased by a buyer (“Buyer”) from Company, along with all required documentation, shall be packaged and shipped by Company for delivery to the location designated by Buyer. Company and Buyer shall determine the shipping method and responsibility for shipping costs prior to Company’s shipping of the Item. All Items sold by Company shall include the documentation agreed to in the Sales Order.
2. Loss or Damage.
   For any Item shipped to a Buyer, risk of loss or damage to an Item passes to Buyer upon delivery of the Item to the carrier responsible for carriage of the item from Company to Buyer. For any Item picked up by Buyer from Company or at a repair facility utilized by Company (an “Authorized Repair Facility”), risk of loss or damage to the Item passes to Buyer upon Buyer’s (or Buyer’s agent’s) taking of possession of the Item. In the event that an Item is lost, stolen or damaged before the risk of loss passes to Buyer, Buyer must notify Company of such loss or damage within five (5) days of the occurrence of the loss or damage or Buyer waives any claim against Company and remains liable to Company for the full purchase price of the Item. Company shall have no obligations or liability for any loss or damage to the Item occurring after the risk of loss passes to Buyer, and in such case Buyer remains liable to Company for the full purchase price of the Item. Buyer is encouraged to insure Items against loss.
3. Buyer’s Inspection. Following delivery of an Item to Buyer, Buyer shall have five (5) business days (the “Inspection Period”) to notify Company if the Item is not in the same or better condition as that represented by Company. If Buyer notifies Company in writing of the discrepancy within the Inspection Period, then Company shall have five (5) days within receipt of the written notice to replace the Item with another identical Item or to cancel the sale and issue a full refund to Buyer. In either case, Buyer shall cooperate in returning the non-conforming Item to Company at Company’s expense.
4. Warranty. Company warrants that Items will be in the condition represented in the Sales Order. In the event an Item does not meet the condition identified in the Sales Order and the alleged discrepancy could not have been discovered during the Inspection Period, Buyer may make a warranty claim within the warranty period by (1) notifying Company in writing of the alleged discrepancy, (2) providing Company with evidence of the discrepancy, including, if applicable, a failure report, and (3) requesting a refund or replacement. The warranty period begins on the date of delivery of the Item to Buyer and lasts for a period of one (1) year for new and overhauled Items (not including an Item whose airworthiness approval certificate is more than five years old (an “Expired Item”) or an Item that cannot be repaired beyond a general pass/fail inspection (a “Pass/Fail Item”)), six (6) months for repaired Items (other than Expired or Pass/Fail Items) and thirty (30) calendar days for Expired or Pass/Fail Items. Once Buyer makes a written warranty claim within the warranty period, Company shall have the option to authorize a refund for the Item, overhaul the Item and/or refund the purchase price to Buyer, provided the non-conforming nature of the Item is substantiated. If required by Company, Buyer shall cooperate in returning the non-conforming Item to Company or another location as directed by Company. If a written warranty claim is not timely or if Buyer is unable to substantiate the alleged non-conformity, Company may (1) reject the claim or (2) authorize a refund to Buyer, with Buyer to pay the cost of return shipping of the Item or, at Company’s discretion, to scrap the Item. In cases where Company provides for the repair or overhaul of an Item as part of a warranty claim and notifies Buyer of the completion of such repair or overhaul, Buyer shall have five (5) calendar days to provide written shipping instructions for the return of the Item to Buyer (the “Return Instruction”). If the Return Instruction is not received by the fifth calendar day, Company, at its sole discretion, reserves the right to charge Buyer storage fees and any other applicable fees associated with the storage of the Item. If Company does not receive the Return Instruction within 30 calendar days of Company’s initial request for the Return Instruction, Buyer (1) shall be deemed to have relinquished all its rights of ownership and all its other rights, if any, to the Item, (2) assigns to Company all ownership and all its other rights to the Item, and (3) acknowledges that Company may dispose of the Item at its sole convenience and discretion. In all cases, the full cost of returning an Item to Company, including but not limited to all shipping costs to and from Buyer, shall be the sole responsibility of Buyer, and any shipping charges paid by Company shall be applied and invoiced to Buyer accordingly. Company may, at its sole discretion, pay or reimburse shipping costs to Buyer. Unless otherwise authorized in writing by Company, all warranties, expressed or implied, shall immediately terminate and become invalid if Item is sent to a third party repair facility, or compromised or tampered with by Buyer, an unauthorized repair facility, or other facility inspecting the Item, opening the Item, or tampering with or removing any protective warranty label or sticker from the Item.
   THESE WARRANTY TERMS REPRESENT THE SOLE REMEDIES AVAILABLE TO A BUYER, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. COMPANY SHALL NOT BE LIABLE FOR ANY WARRANTY OF MERCHANTABILITY OR FOR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION THAT ARISES AS A CONSEQUENCE OF, OR IN RELATION TO, THE TRANSACTION SUBJECT TO THESE TERMS AND CONDITIONS.
5. Returns. Buyer may not return an Item to Company without prior written approval from Company. Such written approval, at Company’s sole discretion, may be given for alleged discrepancies when reported in accordance with the terms herein. If an Item is not returned to Company or, per Company’s instructions, delivered to an Authorized Repair Facility, within thirty (30) days of the issuance of such written approval, then the return approval will no longer be valid and Buyer will remain liable for all amounts that would be due and payable to Company if no return approval had been given. An Item returned to Company with a request for credit with Company must be (1) requested within thirty (30) calendar days from date of invoice, (2) in unused and airworthy condition, (3) returned with original certifications and documentation accompanying the Item when shipped by Company or on Company’s behalf, and (4) accompanied by a written certification, signed by an authorized person on behalf of the returning Buyer and any other parties which had the Item in their possession, certifying that the Item has not been installed, and that no attempt has been made to install it, since its receipt by the Buyer and other parties. Such Item shall be subject to a restocking fee in the amount of (a) 20% of the total sale price for the Item or $100, whichever is greater. Upon receipt by Company, at Company’s sole discretion, such Item may be sent to an Authorized Repair Facility for evaluation. If Company or the Authorized Repair Facility determines that the Item does not meet one or more of the conditions specified in items (1) through (4) of this paragraph, or if any found discrepancies are the result of the mishandling, use, or other incidents which occurred after the Item left Company’s control, then (i) the return claim shall be denied and (ii) Buyer shall not be entitled to a refund or credit but only a return of the Item to Buyer at Buyer’s cost. Buyer shall also be liable for any costs of evaluation and other costs related to the determination that the Item does not meet the conditions specified herein.
6. Charge-Backs. If Buyer pays by credit card or by Automated Clearing House (“ACH”), in the event that the Buyer, or any of its representatives, initiates a charge-back, immediately upon the charge-back becoming effective, Buyer shall be obligated to pay to Company the amount subject to the charge-back, any fees or costs charged to Company as a consequence of the charge-back, and any fees or costs, including attorneys’ fees, associated with Company’s actions to collect payment from Buyer.
7. Security Interest. Until such time as all fees and costs identified in these Terms and Conditions are fully paid, the parties agree that Company retains a security interest in any Item shipped to Buyer and such Item shall be collateral for all fees and costs due from the Buyer, and Buyer authorizes Company to file in those jurisdictions where the same is permitted, one or more financing statements under the Uniform Commercial Code, indicating therein the types or describing the security herein specified. Company shall have the rights and remedies with respect to the security under the Uniform Commercial Code of the respective jurisdictions where a financing statement may be filed.
8. Buyer Solvency. Buyer warrants that it is solvent and has no knowledge of any impending insolvency proceedings against it at the time of the transaction.
9. Timing.Time is of the essence. Failure by Buyer to meet any of the deadlines specified herein shall be considered a material breach of contract.
10. Jurisdiction. The parties agree that any suit or proceeding based on any matter arising out of or brought in connection with the parties’ agreement(s) or to enforce any clause of a Sales Order or these Terms and Conditions shall be brought in a trial court in Maricopa County, Arizona and each party submits to the personal jurisdiction of such court. The prevailing party in any such action shall be entitled to an award of its costs and reasonable attorneys’ fees incurred in the action.
11. Compliance. Buyer represents and warrants that each Item will be used in compliance with the applicable laws and regulations of the states and countries where the Item is located at any time. Buyer further warrants that the Item will not be used or shipped in violation of the laws of any jurisdiction through which or into which the Item is shipped. Any sale, lease or transfer of control of any Item to any person or entity in Cuba, Iran, Libya, North Korea, Sudan, Syria, or Crimea, or to any other sanctioned country, is not permitted under any circumstance without express authorization under the United States, United Kingdom and European Union regulations. A Buyer placing an order with Company agrees that it will abide by all applicable U.S., E.U. and U.K. export control laws and regulations for any Item requiring any licenses or prior approvals from the U.S. government, the E.U., or the U.K. government prior to export or re-export of products, software or technology.
12. Indemnification. Buyer agrees to defend, hold harmless, and indemnify Company, its affiliated companies, their directors, officers, employees and agents from and against any and all present and future liabilities, damages, losses, demands, fines, penalties and claims of any kind whatsoever, including all costs, expenses and reasonable attorneys’ fees incidental thereto, which are or may be suffered by, accrue against, be charged to, or be recoverable by reason of any loss or damage to property or injuries or death of any person arising from the Item that is the subject of these Terms and Conditions.
13. Amendments. No amendments or additions to these Terms and Conditions of the transaction will be accepted unless they are in writing and signed by both Company and Seller.
14. Information for External Providers. The organization shall ensure the adequacy of requirements prior to their communication to the external provider. The organization shall communicate to external providers its requirements for:
    

• The processes, products, and services to be including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions);
• The approval of:
  • Products and services
  • Methods, processes, and equipment;
  • The release of products and services;
• Competence, including any required qualification of persons;
• The external providers’ interactions with the organization;
• Control and monitoring of the external providers’ performance to be applied by the organization;
• Verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;
• Test, inspection, and verification;
• The use of statistical techniques for product acceptance and related instructions for acceptance by the organization;
• The need to:
  • Implement a quality management system;
  • Use customer-designated or approved external providers, including process sources (e.g., special processes);
  • Notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;
  • Prevent the use of suspected unapproved, unapproved, and counterfeit parts;
  • Notify the organization of changes to processes, products, or services, including changes of  their external providers or location of manufacture;
  • Flow down to external providers applicable requirements including customer requirements;
  • Provide a certificate of conformity, test reports, or authorized release certificate, as applicable;
  • Retain documented information, including retention periods and disposition requirements;
• The right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to the applicable documented information, at any level of the supply chain;
• Ensuring that persons are aware of:
  • Their contribution to product or service conformity;
  • Their contribution to product safety;
  • The importance of ethical behaviour

Purchase Order Terms & Conditions

Thank you for doing business with Wyatt Aerospace, LLC (the “Company”). The following Terms and Conditions apply to and are a part of every Company Purchase Order. Any contradiction between these Terms and Conditions and other terms set forth in the Purchase Order shall be resolved in favor of the Purchase Order. The Company reserves the right to periodically change these Terms and Conditions.

Shipping.

Any item purchased by Company (“Item”) from any person or entity who sells an Item to Company (“Seller”), along with all required documentation, shall be packaged and shipped by Seller for delivery to the location designated by Company. If no lead time is stated in the Purchase Order, then Seller agrees to ship the Item and documentation within 24 hours of receipt of the Purchase Order and to provide Company with a copy of the corresponding airway bill number(s). Time is of the essence, and Company may cancel any Purchase Order if Seller does not comply with its duties hereunder. Company and Seller shall determine the shipping method and responsibility for shipping costs prior to Company’s issuance of the Purchase Order.

1. Documentation. Each Item shall be delivered with the following minimum documentation: (1) packing slip, invoice, or other document from the certified source and subsequent parties evidencing that the Item was released from said source, and either (a) an executed non-incident statement from the certified source stating that the Item was not previously installed on an aircraft involved in an accident, or (b) an executed statement from the certified source stating that the Item has not been subjected to unusual heat, stress or other conditions that could adversely affect its airworthiness; (2) verification that the Item was not procured from any government or military source; (3) verification that the Item was produced by the original equipment manufacturer (“OEM”), and (4) for any Item removed for failure, documentation showing the reasons for such removal. Every Item shall be traceable to a certified source, including one of the following: The OEM; an operator with a certificate under U.S. FAA Part 91, 121, 125, 129 or 135; or an air agency with a certificate under U.S. FAA Part 145.
2. Loss or Damage. Risk of loss of an Item passes to Company only upon delivery of the Item to the designated location. If an Item becomes lost, stolen, damaged, or destroyed before delivery, Company shall have the option to require Seller to provide an identical replacement Item at Seller’s cost or to cancel the Purchase Order with a full return to Company of any money already paid for the Item. These remedies shall be in addition to any remedies Company may have for lost profits or other damages resulting from a material breach by Seller.
3. Inspection. Following delivery of an Item to Company or other designated location, Company shall have 30 days to inspect the Item and, at its option, to have it tested at an authorized repair facility. In the event that an Item is not in the same or better condition as that represented by Seller and/or if the Item is beyond economic repair (BER), Company, in its sole discretion, may return the Item to Seller at Seller’s cost and receive a return of all money paid for the Item.
4. Seller’s Representations and Warranty. Seller represents and warrants that the Item will be in the condition stated in the Purchase Order and that all inspected, repaired, overhauled, or new Items sold to Company will pass testing at an authorized repair facility selected by Company. Seller further warrants that Item will be free from defects in material and workmanship. This warranty period begins on the date of delivery of an Item and shall extend for a period of one year for new or overhauled items and 30 days for all other Items. Items not satisfying these requirements may, at Company’s discretion, be returned to Seller at Seller’s cost, and in that case Seller shall refund to Company all money paid for the Item. These remedies shall be in addition to any remedies Company may have at law or equity.
5. Jurisdiction.The parties agree that any suit or proceeding based on any matter arising out of or brought in connection with the parties’ agreement(s) or to enforce any clause of a Purchase Order or these Terms and Conditions shall be brought in a trial court in Maricopa County, Arizona and each party submits to the personal jurisdiction of such court. The prevailing party in any such action shall be entitled to an award of its costs and reasonable attorneys’ fees incurred in the action.
6. Compliance.The Seller shall comply with all laws and regulations applicable to the shipment and delivery of an Item.
7. Indemnification.Seller agrees to defend, hold harmless, and indemnify Company, its affiliated companies, their directors, officers, employees and agents from and against any and all present and future liabilities, damages, losses, demands, fines, penalties and claims of any kind whatsoever, including all costs, expenses and reasonable attorneys’ fees incidental thereto, which are or may be suffered by, accrue against, be charged to, or be recoverable by reason of any loss or damage to property or injuries or death of any person arising from the Item that is the subject of these Terms and Conditions.
8. Amendments.No amendments or additions to these Terms and Conditions of the transaction will be accepted unless they are in writing and signed by both Company and Seller.
9. Information for External Providers.The organization shall ensure the adequacy of requirements prior to their communication to the external provider. The organization shall communicate to external providers its requirements for:
   1. The processes, products, and services to be including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions);
   2. The approval of:
      • Products and services;
      • Methods, processes, and equipment;
      • The release of products and services;
      • Competence, including any required qualification of persons;
      • The external providers’ interactions with the organization;
      • Control and monitoring of the external providers’ performance to be applied by the organization;
      • Verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;
      • Test, inspection, and verification;
      • The use of statistical techniques for product acceptance and related instructions for acceptance by the organization;
   3. The need to:
      • Implement a quality management system;
      • Use customer-designated or approved external providers, including process sources (e.g., special processes);
      • Notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;
      • Prevent the use of suspected unapproved, unapproved, and counterfeit parts;
      • Notify the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture;
      • Flow down to external providers applicable requirements including customer requirements;
      • Provide a certificate of conformity, test reports, or authorized release certificate, as applicable;
      • Retain documented information, including retention periods and disposition requirements;
   4. The right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to the applicable documented information, at any level of the supply chain;
   5. Ensuring that persons are aware of:
      • Their contribution to product or service conformity;
      • Their contribution to product safety;
      • The importance of ethical behavior