TERMS AND CONDITIONS
TERMS AND CONDITIONS OF SALE RUSH AVIATION SERVICES, INC.
1. PAYMENTS. Unless otherwise agreed to by Seller in writing, all amounts payable hereunder shall be due to Seller within thirty (30) days of invoice date, time being of the essence. Late payments shall bear interest at the rate of 1.5% per month or the highest rate permitted by law; whichever is less. All prices shown are net, and, in addition to the price of goods. Buyer shall pay all expenses including taxes, insurance, freight, carriage, and warehousing.
2. TAXES AND PRICING. All quoted prices shall be valid for thirty (30) days, subject to prior sale, and are exclusive of taxes. Buyer shall pay all taxes resulting from transactions, including without limitation occupation, property, excise, sales, or use tax, but excluding any taxes based on the income of Seller. All quoted parts are valid for thirty (30) days (subject to prior sale). Seller will make all reasonable efforts to maintain continued pricing requirements with the Buyer. Additionally, during the course of business between Buyer and Seller, should any of the following occur outside of Seller's control; (1) parts no longer be available, (2) price increases, (3) repair fees have become overly burdensome, Buyer agrees to hold Seller harmless.
3. SHIPMENT. Scheduled shipment date is an estimate only. Seller shall use all commercially reasonable efforts available to fill Buyer's Purchase Order in accordance with the estimated delivery or shipping date. However, Seller shall not be responsible for delays in filling the Buyer's Purchase Order as a result of; (a) unexpected repair station work load delays, or (b) delayed deliveries by vendors, that are not within Seller's control. Seller shall not be liable for any losses or damages resulting from such delays, and nor will Buyer's Purchase Order be subject to cancellation for the aforementioned delays. Buyer shall accept shipment on or a reasonable time after scheduled shipment date provided by Seller. In the event Buyer refuses shipment from Seller, Buyer shall bear all of the expense and risk that may arise, including any or all of the following in returning refused shipment back to the Seller; (1) transportation, (2) insurance of shipment, (3) warehousing. Additionally in the event of Buyer's refusal of Seller's shipment, Seller may declare as immediately due all amounts due upon shipment, or, if any amounts are financed by Seller, may declare as immediately due all amounts due upon shipment, or, if, any amounts are financed by Seller, may declare the monthly installment payments to commence thirty (30) days from the date of such shipment to the warehouse, or (2) at Seller's option, defer shipment. (b) Seller may make partial shipments hereunder and may invoice for each such partial shipment separately. Each partial shipment will be deemed to be a separate sale; however, delay in delivery of any partial shipment will not relieve Buyer of its obligation to accept delivery of remaining shipments. (c) Seller's shipping weights will govern for each shipment or partial shipment. Should Buyer dispute the shipping weight of any shipment or partial shipment, Buyer will promptly notify Seller in writing of the reasons for such dispute and provide to Seller all necessary documentation to substantiate the difference.
4. TRADE COMPLIANCE. Goods, services, and information supplied under this Purchase Order are subject to U.S. import and export laws and regulations and may be subject to EU and other applicable countries' export/import rules and regulations as well. Shipments outside of the U.S., Seller will be responsible for obtaining the appropriate export license(s) necessary to permit shipment of the ordered Goods, including applications for agreements relating to defense services, and Buyer shall cooperate with Seller in obtaining such export licenses at Seller's request. Seller shall have no liability to Buyer in the event that an export license is delayed, not approved or is later withdrawn or suspended. Seller may, in its sole discretion, agree to engage in a "routed transaction", in which case Buyer shall provide all documents and take all actions requested by Seller to comply with U.S. export requirements. Buyer agrees to comply with applicable import and export regulations whether administered by the Office of Defense Trade Controls, the U.S. Department of State, the Bureau of Export Administration, the U.S. Department of Commerce, the Office of Foreign Asset Control (OFAC) or any other agency of the U.S. Government which provide inter alia that the equipment shall not be re-sold, diverted, re-exported or disposed of in other than the country of ultimate destination without the prior approval of the U.S. Department of State or Commerce or other Agency of the U.S. Government, whichever is applicable. Buyer agrees to provide Seller any documentation Seller reasonably requests to comply with the regulations. For shipments within the U.S., it is the responsibility of Buyer or other exporter to comply with all U.S. export control laws and regulations.
5. TITLE/RISK OF LOSS/INSURANCE. Title to and risk of loss of the goods shall pass from Seller to the Buyer when the goods or component parts whether manufactured by Seller or other supplier are placed in the possession of the carrier for shipment to Buyer. Buyer shall be responsible for insuring all shipments, either through their own transport insurance coverage, or by granting right to Seller to insure each shipment through the transport carrier (i.e., FedEx UPS, DHL, etc). Insurance coverage shall be for no less than the total value of the part in transit amount owing to Seller with loss first payable to Seller. Seller is not liable for loss or damage that may occur once goods are passed to the carrier if Buyer fails to obtain or supply insurance coverage for the transported goods.
6. ACCEPTANCE OF GOODS. Buyer shall inspect or test all shipped goods upon receipt. Buyer shall be deemed to have affected final acceptance of the good within fifteen (15) days from the date of initial shipment, unless Buyer's written notice is received by Seller within such period. In any case, the goods will be deemed accepted on the date when used or otherwise placed in commercial operation.
7. WARRANTY. (a) Seller warrants that title to the goods sold shall be free from any encumbrance, and will conform to the description contained on Seller's invoice. (b) In the event a good fails, Seller offers warranty for Serviceable and Overhauled units with tags newer than 2 years, as follows: Serviceable units carry a 500 hour/6 (six) month warranty (whichever comes first). Overhauled units carry a 1000 hour/1 (one) year warranty (whichever comes first). (c) Buyer shall be responsible for the designation and selection of product sold by Seller. Buyer shall hold Seller harmless and indemnify and defend Seller (including its affiliates, assigns, directors, officers, employers, agents, and representatives) for any claims arising out of or relating to the design, specification, or use of product(s) sold by Seller to Buyer.
8. REMEDY. Seller's sole responsibility and liability and Buyer's exclusive remedy under this agreement shall be limited to the repair or replacement of goods (f.o.b. Seller's shipping point) not conforming to the warranty, or, at Seller's option, the return of the goods and refund of moneys paid thereon, without interest, provided Buyer is not in default hereunder. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ATTORNEYS' FEES. Seller's obligation hereunder is subject to receipt of written notice of defect from Buyer within thirty(30) days after such alleged defect shall be reasonably apparent to Buyer.
9. RETURNS. Returned goods will be accepted only if Seller has given prior written consent and issued an RMA (Return Material Authorization). Handling, inspection, restocking, and invoicing charge also may be assessed against Buyer. All returns allowed by Seller, must be shipped at Buyer's expense and must be in the same condition that the goods were initially sent accompanied by all original trace documentation included with the goods. Goods returned that were sold in Serviceable or Overhauled Condition are subject to inspection by an FAA Approved Repair Station with all costs for transportation to and from the shop, and the inspection fees shall be billed to the Buyer.
10. DELAY FOR NONPERFORMANCE. Seller shall not be liable for failure or delay in performance hereunder due in whole or in part of strikes, work stoppages, fires, acts of terrorism, accidents, wars, rebellions, civil commotion, public strife, acts of any government, whether legal or otherwise, acts of public enemies, forces majeure, or qualified labor, or any other causes beyond Seller's reasonable control; this specifically includes delays or inability to obtain product because of the actions of Seller's suppliers. Should an event occur outside of Seller's control as outlined in section 2. Seller maintains the right to (a) offer Buyer an alternate part, pending Buyer's approval, or (b) allow Buyer to purchase another part at the lowest current market price during the time of the delay.
11. DEFAULT. In the event of Buyer's refusal to accept shipment or other default, Seller, at its discretion and option, shall be entitled to retain all money paid by Buyer on account as liquidated damages. If Buyer fails to make any payments when due, or if there is a breach of any covenant or agreement by Buyer, or if Seller deems itself insecure, then Buyer shall be deemed in default and Seller shall have, at its option, the right to take immediate possession of the goods, and/or declare all unpaid amounts immediately due and payable and/or suspend shipments to Buyer. Seller shall be entitled to set off any amount owed by Buyer or any of Buyer's related entitles against any amount payable to Seller in connection with any unpaid moneys due to Seller. Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code in addition to all other rights as established herein, which rights and remedies shall be cumulative. Waiver by Seller of any breach or default shall not constitute a waiver of any subsequent breach or default.
12. CANCELLATION. Upon receipt of written notice from Buyer, Seller shall cancel any orders as instructed, subject to Seller's (or its subcontractors) return policy. Buyer shall be responsible for potential costs/restocking fees associated with the cancellation.
13. ACCEPTANCE. These Terms and Conditions shall be deemed binding on Buyer by its purchase of products from Seller. These Terms and Conditions may only be modified if in writing and signed by an authorized office of Seller; each of these terms and conditions shall remain in effect unless the provision(s) are explicitly contradicted by the aforesaid writing. If customer submits a from with contrary terms or conditions, such order shall be considered as confirmation only and in no way amend, prevail over, supplement, or supersede any provision herein. These TERMS AND CONDITIONS may be superseded or revised by Seller's ANNUAL TERMS AND CONDITIONS.
14. ASSIGNMENT. Seller may assign its rights and obligations under these Terms and Conditions. If Buyer changes its corporate status, both Buyer and its successors continue to be bound by these Terms and Conditions of Sale, but Seller reserves its rights under paragraph 11. No prior representation, affirmation, or agreement shall be enforceable unless set forth herein.
15. DISPUTE RESOLUTION/GOVERNING LAW. Any and all disputes between Seller and Buyer shall be determined subject to Florida's law, and its state or federal courts shall have exclusive jurisdiction. The parties hereby agree to the personal jurisdiction of the Florida courts, and that attorney's fees and costs shall be awarded to the prevailing party in any litigation.