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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Compliance.The Seller shall comply with all laws and regulations applicable to the shipment and delivery of an Item.
- 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.
- 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.
- 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 behavior