Standard Terms & Conditions of Sale

1.   Agreement

This Agreement is entered into between ADPma, LLC (the “Seller”) and Customer for the sale of aircraft and engine parts and components (individually, a “Part” and collectively, the “Parts”) and is incorporated by reference in Seller’s quotation (the “Quotation”). By accepting Seller’s Quotation, Customer accepts this Agreement. Unless other terms and conditions are specified in Seller’s Quotation or Invoice, this Agreement will govern the offer and sale of Parts provided by Seller to Customer and supersede any and all prior contemporaneous agreements, negotiations, representations, warranties, and communications. This Agreement prevails over any of Customer’s general terms and conditions of purchase whether or not submitted with Customer’s purchase order. Acceptance of Customer’s purchase order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend this Agreement.

2.   Order Confirmation

All orders from Customer must be made in writing and are subject to approval and confirmation upon receipt by Seller. Purchase orders may be emailed to [email protected]. No purchase order is guaranteed until Seller issues an Invoice to Customer confirming the order. Customer’s orders must be a minimum of $75.00.

3.   Pricing and Payment

All payments shall be made in United States Dollars (“USD”). Quoted prices are valid for thirty (30) days and subject to prior sale. Unless Customer has received prior credit approval from Seller, payment in full must be made in advance of delivery. Seller may cancel any purchase order if payment is not received by Seller within five (5) business days of the issuance of the Invoice for the Parts.

Any payments by credit or bank card are subject to a minimum 3.5% administrative fee. Checks returned for any reason will be assessed a processing charge of $100 USD.

If payment is to be made by wire transfer, Customer is responsible for its own bank’s wire transfer fees as well as an additional $15.00 USD for domestic wire transfers and an additional $40.00 USD for international wire transfers. Wire Transfer instructions can be found by contacting [email protected] .

Any excess payments received by Seller will be credited to Customer’s account.

All credit sales are net thirty (30) days or as otherwise provided for in the Quotation. All past due amounts shall bear interest at a rate of one and one-half percent (1½ %) per month or the maximum amount permitted by law commencing on the due date until the date the invoice amount is paid in full. Payment is due within the time frame allotted regardless of situations such as the component(s) waiting for repair at a shop or acceptance by the Customer’s quality department.

Customer agrees to pay any and all costs of collection including Seller’s attorney’s fees in the event it becomes necessary to enforce the payment of Seller’s invoices. Customer shall not have a right to set-off amounts due to Seller hereunder against any amount owed by Seller to Customer. Seller reserves a purchase money security interest in all Parts sold on credit and proceeds thereof until payment in full is made. Customer agrees to execute any financing statement requested by Seller to perfect its security interest in the Parts.

4.   Credit Sales Approval

In order to be considered for credit sales approval, Customer must complete at least three (3) separate orders with Seller and submit a complete credit application to Seller. Once the credit application has been reviewed, Seller may approve or deny the application in Seller’s sole discretion and subject to such conditions as Seller may require. Seller reserves the right to establish other terms of payment and suspend or restrict shipments to the Customer if payments are delinquent, if the Customer has exceeded the established credit limit, or if, in Seller’s sole judgment and discretion, the financial condition of the Customer at any time does not justify the terms of payment specified.

5.   Delivery Terms

Delivery terms are ExWorks Seller’s facility (EXW Incoterms 2010), unless otherwise provided in the Quotation. All Parts delivered shall be packaged in accordance with Seller’s standard packing procedures for such Parts.  All orders will be shipped using Customer’s preferred shipping method and respective account, unless otherwise specified in the Quotation. Any shipping costs billed to Seller without prior approval will be invoiced to Customer together with a 20% handling fee.

International shipments that are shipped on Seller’s accounts may result in two (2) separate Invoices:

Invoice 1: Customer will be invoiced for shipping charges on the date of the shipment.

Invoice 2: Seller will invoice the Customer for all duties, taxes, and fees after Seller has received the Customer’s preferred carrier’s invoice.

A $75.00 USD Aircraft on Ground (AOG) fee will apply to any order that is requested to ship same day but received between 3:00 to 5:00 pm EST. A $250 USD fee will apply to all AOG orders received after 5:00 pm EST on weekdays, and weekend and holiday orders, if it is required to ship the same day. Shipments of component(s) designated as Hazardous Material (“HazMat”) are subject to a minimum $75.00 USD fee in addition to any other applicable shipping fee.

An FAA Form 8130-3 (Airworthiness Approval Tag) will be completed by a Designated Engineering Representative. The fee for any reissuance of a lost or destroyed Form 8130-3 is $250 USD.

6.   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, embargoes, blockages, delays or refusals to grant export or import licenses or the suspension or revocation thereof, or any other acts or omissions of government, fires, floods, severe weather, or any other acts of God, quarantines, labor strikes, riots, insurrection, acts of criminals or terrorists, war, material shortages or delays in delivery by third parties. In the event of such delay the delivery date shall be extended for a period of time as may be reasonably necessary to compensate for such delay. Seller will not be liable for lost profits, loss of business, or other incidental, consequential, indirect, or punitive damages arising out of any delay. Customer agrees that, for any liability arising out of delay, Seller is not liable or responsible for any amount of damage above the aggregate dollar amount paid by Customer for the purchase of the Parts under this Agreement.

7.   Cancellations & Returns

Cancellation of orders may not be made without the written consent of Seller and such orders are subject to a 20% cancellation and restocking fee. Seller may cancel any Customer orders that do not ship within five (5) business days of when the Part is available for shipment if such delay is due in whole or in part to Customer or any Customer agent, including, without limitation, any delay by Customer’s shipping agent.

Customer shall, within thirty (30) calendar days after deemed receipt of a Part, notify Seller at sales@adpma.com of any nonconforming Part, missing or excess quantities, missing or inadequate paperwork, or Parts delivered to an incorrect shipping address (due to Seller’s mistake) (collectively, a “Defective Shipment”). Seller may require Customer to provide supporting documentation to Seller of the Defective Shipment, including, but not limited to:

1. 1. 1. 1. 1. A shop report from an approved certified repair facility
            2. A report from an airline or appropriate aircraft operator quality control department that the Part was not operational upon appropriate installation
            3. A picture of the Part showing either visible damage or the inclusion of an incorrect component at the time it was received by Customer. Seller may require additional evidence that the Part was not damaged during shipping or thereafter.

Upon Customer’s provision of timely notice of a Defective Shipment and the documentation reasonably required by Seller, Seller will issue to Customer a Return Material Authorization (RMA). Customer will return the Defective Shipment to Seller and permit Seller a reasonable opportunity to replace the nonconforming Parts. If Seller determines, in its sole discretion, that the Defective Shipment was not attributable in any manner to Seller, Customer will be responsible for all costs related to return and reshipment. If Seller determines, in its sole discretion, that the Defective Shipment was attributable to Seller, Seller will be responsible for all costs related to return and reshipment. Failure to request an RMA and provide all supporting documentation within 30 days of Customer’s deemed receipt of the Parts will result in the denial of the requested return.

All requests for an RMA to return Parts for credit (as opposed to a return and reshipment of a Defective Shipment) must be received by Seller within thirty (30) days from Invoice date. Any requests after such thirty (30) days will be denied. Parts must be returned by Customer in the original condition in which such Parts were sold to Customer. All returns for credit are subject to a 20% restocking fee.

Customer is required to follow the instructions for return of the Parts as marked on the RMA. The RMA number must be referenced on all documentation pertaining to the return and must also be clearly marked on the outside of the returned package. If Parts are shipped to a location other than the address supplied on the RMA, Customer is responsible for shipping fees to the correct location. Any Part or supporting documentation returned to Seller that is altered, damaged, or missing subcomponents will be deemed a return without an RMA and may trigger additional actions up to and including the filing of a report with the FAA.

In the event Seller issues an RMA to Customer for the return of Parts, Customer must deliver the Part to Seller within fourteen (14) calendar days for domestic shipments and twenty-one (21) calendar days for international shipments.  Any returns received after the required date will be treated as a return without an RMA. For any Customer returns of a Part without an RMA, Seller may elect to reject the Part and return it to Customer at Customer’s sole expense or accept the Part and charge Customer a 75% restocking fee. Seller’s replacement of Parts or issuance of credit under this section will be Customer’s sole and exclusive remedy for a Defective Shipment under this Agreement.

8.   Warranty of Title

Seller represents that it shall have good and marketable title to the Parts sold to Customer on the date of sale. Title shall be conveyed by Seller to Customer on the date of sale, subject to Seller’s purchase money security interest in receiving sales proceeds from Customer.

9.   Express Warranties

Seller warrants the merchantability of a Part only for the following applicable timeframes and amounts:

• • • • Factory New and Rebuilt as New – 1 Year from date of the manufacturer’s C of C or Airworthiness Certificate. (Part replacement or repair only, at Seller’s discretion)
      • Inspected and/or Tested – 30 Days from Tag Date (Part replacement or repair only, at Seller’s discretion)
      • Repaired – 6 Months from Tag Date (Includes only re-work of work performed & repair or replacement of Part(s) previously replaced during the repair)
      • Overhauled – 1 Year from Tag Date (Includes only re-work of work performed).

Under no circumstances does Seller warrant, and the express warranties are void with respect to:

• • • • Aircraft system deficiencies
      • Customer-induced damage or misuse or abnormal use
      • Storage, installation, use, inspection or maintenance in a manner not in conformance with the recommendations of the repair shop or the original equipment manufacturer
      • Shipping or handling damage
      • Exposure to environmental conditions in excess of those published in the manufacturer’s equipment specifications
      • Damage due to an event unrelated to the operating of the Part.

This express warranty is void if any attempt is made to repair defective Parts or any repair tag shall have been defaced, altered or removed, without the consent of Seller. This includes testing of Parts except if being tested by an end user for end use.

10.   Disclaimer of Warranties

OTHER THAN THE WARRANTY OF TITLE AND EXPRESS WARRANTY GRANTED IN THE PRECEDING PARAGRAPH, NO WARRANTY SHALL BE PROVIDED BY SELLER WITH RESPECT TO PARTS SOLD HEREUNDER, AND EACH PART SOLD TO CUSTOMER IS SOLD IN “AS-IS” CONDITION WITH ALL ASSIGNABLE WARRANTIES FROM THE LAST OPERATOR OR REPAIR FACILITY (IF SUCH WARRANTIES EXIST), AND THE OBLIGATIONS AND LIABILITY OF SELLER HEREUNDER ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, AND CUSTOMER HEREBY WAIVES AND RELEASES SELLER FROM ANY AND ALL OTHER WARRANTIES, AGREEMENTS, GUARANTEES, CONDITIONS, OBLIGATIONS, DUTIES, REPRESENTATIONS, REMEDIES OR LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PARTS, ARISING IN CONTRACT OR IN TORT, WHETHER UNDER THEORIES OF NEGLIGENCE, STRICT NEGLIGENCE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, FOR LOSS OF USE OR DAMAGE TO ANY ENGINE OR AIRCRAFT OR ANY OTHER PROPERTY FOR LOSS OF REVENUE OR PROFIT WITH RESPECT TO ANY SUCH PROPERTY FOR LIABILITY OF CUSTOMER TO ANY THIRD PARTY OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER WITH RESPECT TO ANY PART SOLD HEREUNDER, EXCEPT IN THE CASE OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11.   Customer’s Insurance

Customer shall carry and maintain such insurance in full force and effect and in types and amounts as would be carried by other companies engaged in the Customer’s industry. Such policies of insurance shall be primary with respect to the Indemnities of Customer set forth in section 13 and shall contain waivers of subrogation of the insurers in favor of the Seller Indemnitees. Customer shall provide Seller certificates of insurance upon Seller’s request.

12.   Customer Information

Customer will maintain and update, as needed, the following accounting information on file with Seller at all times:

1. 1. 1. 1. Name and contact information (telephone and email) for an appropriate accounting representative within the company
         2. A current resale certificate
         3. Customer’s country Company Registration/Certification Form (i.e., USA – IRS W-9).

Customer acknowledges that Seller, acting as a data controller, processes certain personal information regarding Customer, its employees, and representatives, including the information described in this section, in order to fulfill the terms of this Agreement and the sale of aircraft and engine parts and components to Customer. Customer agrees that Seller’s Privacy Notice (available at www.adpma.com) governs Seller’s use of personal information for this purpose and will inform its employees and representatives of the content of such Privacy Notice. The Privacy Notice describes the information that may be collected by Seller, the purpose of such processing, and how such information may be used by Seller, including any sharing of such information. By entering into this Agreement, Customer consents, and will obtain the consent of its employees and representatives, to the processing of any personal information in accordance with such Privacy Notice and to the transfer, if necessary, of any personal information to the United States for the purposes described in this section and in the Privacy Notice.

13.   Indemnity

Customer hereby agrees to release, indemnify, defend and hold Seller, its subsidiaries, parents, affiliates and shareholders, partners, and all of their respective officers, directors, members, employees, agents, successors and assigns (collectively referred to as the “Seller Indemnitees”) harmless against any and all claims, losses, liabilities, damages, costs, and expenses resulting or arising (directly or indirectly) from property damage or injury to or death of any person and any other direct, indirect, incidental, consequential, economic, regulatory, or statutory civil damages any of which arise out of or are in any way related to the provision of services by the Seller Indemnitees, this Agreement, or the manufacture, sale, delivery, use, operation, repair, maintenance, or disposition of Parts provided under any order, whether or not arising from breach of contract, strict liability, or tort (including negligence), provided however, Customer shall not be required to indemnify the Seller Indemnitees for claims or liabilities arising from the gross negligence or willful misconduct of any Seller Indemnitee.

14.   Limitation of Liability

Notwithstanding anything in this Agreement to the contrary, to the maximum extent permitted by applicable law, (a) Seller’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 Agreement or the Quotation, or from the performance or breach thereof, or from the manufacture, sale, delivery, use, operation, repair, maintenance, or disposition of any Parts covered by or furnished under the Quotation shall not exceed the price allocable to the Part which gives rise to the claim; and (b) in no event, shall Seller be liable for special, incidental, indirect, punitive, or consequential damages including, but not limited to, lost revenue or profit and cost of replacement goods.

15.   Governing Law

This Agreement shall be constructed and governed according to the laws of the State of Tennessee. Any disputes or claims shall be filed in the courts of Sullivan County, Tennessee or as otherwise agreed to in writing by the Parties. Customer agrees to pay all costs and expenses, including reasonable attorney’s fees incurred by Seller in any action to enforce its rights hereunder. Customer hereby waives: (a) the right to 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.

16.   Compliance

The export and re-export of goods and related technical information under this Agreement are subject to the export laws of the United States of America. Customer agrees that at all times relevant to this Agreement and the sales contemplated hereunder, it is and will be in compliance with applicable national, international, and local laws and regulations, including the Arms Export Control Act, Export Administration Act, Foreign Corrupt Practices Act, and all implementing regulations of the United States. Customer shall be responsible for applying for, obtaining, and maintaining all required export licenses and approvals and complying with all applicable export reporting requirements. Seller does not guarantee the issuance of such licenses or their continuation in effect once issued. It shall be a condition precedent to Seller’s obligations hereunder that all necessary export licenses and approvals shall be timely granted and continue in effect during the term of this Agreement. Customer agrees that it will not, directly or indirectly, export or re-export any goods or technical information received from Seller to any destination if such export or re-export would violate the laws of the United States of America.

Customer represents and warrants that (a) neither Customer, nor to the best of its knowledge, any director, officer, agent, employee, affiliate, or person acting on behalf of Customer, is currently subject to any sanctions by the United States, including those administered by the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”) and any suspension, debarment, prohibition, or restriction by any U.S. department or agency, or by any other relevant sanctions authority; and (b) Customer is not located, organized, or the resident of any country or territory that is subject to such sanctions. For all transactions, payments, and funds transfers related to the sale of Parts under this Agreement, Customer shall not make, initiate, or attempt any payment to Seller from or through any bank or financial institution that is subject to sanctions or otherwise located in a sanctioned country.

In the event of any resale, license, or transfer of any Part not otherwise covered under this section, Customer represents and warrants that such transaction will comply with all applicable laws and regulations. Customer agrees that no Part may be used for any purpose connected with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons nor may such Part be resold or transferred if Customer reasonably suspects that such Part may be used for such purpose.

Customer agrees to indemnify and hold Seller harmless, consistent with the terms of this Agreement, against any and all claims, damages, or liability arising from any breach of Customer’s obligations under this section.

17.   Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all existing agreements and all other oral or written communications between the parties concerning the subject matter herein, unless specifically agreed upon in a Quotation or Invoice or otherwise modified in writing by the parties. Seller rejects any of Customer’s inconsistent conditions in purchase orders or however stated and such conditions shall not be part of this Agreement, unless specific and explicit references to changes to this Agreement are made in writing by an authorized representative of Seller.

18.   Confidentiality

Customer acknowledges that it will obtain confidential information provided as a result of this Agreement, including, without limitation, all provisions of the Quotation, drawings, specifications, schematics, and formulae (the “Confidential Information”). Confidential Information will not include information which is already in the public domain, or which is already in Customer’s possession and not otherwise confidential or which was received from third parties having a right to disclose such information. Customer agrees to keep the Confidential Information strictly confidential and will not disclose nor permit the disclosure of nor use the Confidential Information for any purpose whatsoever, except as provided herein or without receiving prior written approval of Seller. Customer may disclose the Confidential Information to such of its officers, directors, attorneys, accountants, lenders, members, joint venture partners, or employees who are required to know the Confidential Information in the course of performance of this Agreement or their professional services (“Disclosees”). All Disclosees will be informed of the confidential nature of the Confidential Information and will, prior to obtaining access thereto, agree to keep this Confidential Information confidential in accordance with the terms of this Order and, if so requested by Seller, such Disclosees shall be required to execute a nondisclosure agreement prior to obtaining any Confidential Information under this Agreement. If so required, Customer may also disclose the Confidential Information in connection with the enforcement of this Agreement or pursuant to any valid court order, regulation or other lawful order or process compelling such disclosure but only after notifying Seller in writing of such disclosure prior to its occurrence.  Customer acknowledges and agrees that any use or disclosure of Confidential Information in violation of this Agreement will cause Seller irreparable harm without an adequate legal remedy; therefore, Seller shall be entitled to injunctive relief from any court having jurisdiction.

19.   Miscellaneous

If any term, clause or provision contained herein is declared or held invalid or unenforceable by any court of competent jurisdiction, such declaration shall not affect the validity or enforceability of any other term, clause, or provision hereof. Any waiver or failure to enforce any provision herein by Seller on one occasion will not be deemed a waiver of such provision on any other occasion or of any other provision. Customer shall not assign, in whole or in part, to any person or entity its rights, interests, or obligations under this Agreement without Seller’s prior written consent.

20.   Survivability

If a purchase order expires, is completed, or is terminated, Customer shall not be relieved of its obligations contained herein. All the provisions of this Agreement will survive such termination.