ACCEPTANCE. Purchaser agrees to buy and Global Aviation Tech LLC (“GATECH”) agrees to sell the Products described in and furnished under this Purchase Order for the price and on the terms of payment set forth herein. If the Purchase Order is construed as an offer, acceptance is strictly limited to the terms of this offer and GATECH hereby notifies Purchaser of its objection to any different or additional terms in Purchaser’s acceptance. If this Purchase Order is construed as an acceptance of Purchaser’s offer, this acceptance is expressly conditional on Purchaser’s assent to any additional or different terms (from Purchaser’s offer) contained herein. These Terms and Conditions, together with the Purchase Order form, and the exhibits and documents expressly referenced therein (collectively, the “Purchase Order”), become effective when executed by both GATECH and Purchaser, or when GATECH commences performance or tenders the Products after execution by Purchaser. Purchaser’s receipt of Products conclusively evidences Purchaser’s unconditional acceptance of these Terms and Conditions. “Purchaser” means the legal entity purchasing Products and services from GATECH pursuant to the Purchase Order. “Products” means the goods and/or services being ordered or purchased by Purchaser and/or furnished or sold by GATECH pursuant to the Purchase Order. Shop Supplies Charges are applicable to all maintenance, modification, and upgrade service orders. This 1% charge will be automatically applied to all return to service (RTS) invoicing or final billing.
All Service Order Squawks and/or service tasks will have a minimum 1 hour shop rate charged.
Removed core parts determined by the vendor to be beyond economical repair will be billed to Customer at the actual cost of the replacement core part.
Discrepancies, including the treatment of corrosion, replacement parts and miscellaneous material associated with the discrepancies, will be corrected on a time and material basis, subject to the prior review and approval of the Customer.
Charges for rework or additions to Customer furnished engineering, parts, and for fuel, oil, insurance and flight crews required for ground or flight testing.
Fees incurred by GATECH for disposal of Hazardous Materials, such as tires, batteries, etc., will be additional and billed on the final invoice.
Unless otherwise agreed to in writing, should the aircraft remain at GATECH for more than five (5) days following completion of workscope, Customer shall be liable for the payment of GATECH’s then applicable aircraft storage fee prior to departure.
Aircraft requiring defueling will be assessed a fuel processing charge at GATECH’s current defueling rate ($.25 per gallon).
Any special tooling and/or equipment rentals required will be additional and billed on the final invoice.
The prices quoted herein are based on the assumption that title to all materials removed from Customer’s Aircraft, and not reinstalled, transfers to Global Aviation Tech LLC upon Redelivery unless otherwise specifically agreed to in writing. If Customer desires to retain any or all of the removed materials, written notice to Global Aviation Tech LLC must be given prior to the Aircraft input date and, if necessary, appropriate adjustments to the quoted prices will be made. Customer has all risks of loss of the retained materials. Retained materials must be removed from the premises of Global Aviation Tech LLC within thirty (30) days after Redelivery or such materials will conclusively be deemed to be abandoned by Customer and title to such materials shall transfer to Global Aviation Tech LLC on the 31st day after Redelivery.
Unless otherwise stated, all services will be performed during regular working hours at GATECH’s primary hangar facilities located at 6545 W. Pueblo Court, Wichita Kansas (KICT G1), or 41 Aviation Drive, Horseheads NY (KELM G2).
Delivery of the aircraft away from GATECH or the satisfaction of foreign regulatory requirements for import of the aircraft, or Supplemental Type Certificate will be billed to the Customer on a time and material basis.
Aircraft that are not in work for five (5) business days will be assessed Hangar Rental Fees as depicted Below:
All Piston Aircraft – $250/day
All Business Aviation – $500/day, $250/day on the ramp
Substitution: GATECH may at no additional cost to Customer, incorporate changes in design, construction, or installation and substitute equivalent equipment, accessories, parts, or materials where it deems such changes are necessary to improve the quality, performance, reliability, stability, utility or appearance of the goods or materials supplied hereunder.
An incoming inspection of the aircraft avionics and electrical systems will be performed at aircraft induction. Any discrepancies discovered during this initial check will be presented to the Customer for disposition. The correction of these discrepancies will be charged on a time and material basis.
Existing aircraft systems and avionics equipment that are integrated with newly installed avionics systems must be operating to current factory standards and modification status or additional repair costs will be applied. GATECH Estimates/Proposals do not include any possible HIRF testing requirements that may be invoked at a later date. Preexisting EMI/RFI interference problems, or those found because of newly installed equipment, will be corrected at an additional cost to the Customer. Panel layout and/or block diagrams for new avionics equipment installations will be presented to the Customer for approval prior to modification. One complete set of avionics wiring diagrams will be provided for avionics equipment installed by GATECH.
Insurance: GATECH agrees to maintain at all times commercial general liability insurance naming Customer as an additional insured if required, for claims resulting from activities and/or work performed by GATECH pursuant to the Estimate/Proposal, in an amount of not less than $25 million combined single limit for bodily injury and property damage. GATECH shall furnish Customer with a certificate of insurance evidencing such insurance so maintained by GATECH.
PRICES: Unless stated otherwise in writing by GATECH, all prices are stated in U.S. Dollars. Prices offered are valid for a period of thirty (30) days from the date of the Purchase Order (if a shorter period is specified, then only for such shorter period). The prices offered only apply to the specific quantities, specifications, and delivery schedules set forth in the Purchase Order. Any variation in quantity, specifications, or delivery schedules may necessitate a price and/or delivery schedule adjustment. GATECH’s prices for Products include GATECH’s standard commercial packing and packaging. Any non-standard or special packing or packaging will be provided by GATECH at additional cost to Purchaser.
PAYMENT. All payments shall be made in accordance with the terms set forth in the Purchase Order. GATECH reserves the right to impose, and Purchaser agrees to pay, a late fee of 18%, or the maximum rate allowed by law, on all amounts not timely paid. Schedule of Payment shall be as follows unless otherwise agreed to, in writing, by GATECH: 50% deposit by Customer to GATECH is due upon acceptance. Payment of the deposit is required to secure maintenance slot at the requested maintenance date and procure parts at pricing quoted herein. All payments for travel and MRT travel are to be 100% paid in full prior to booking travel. The deposit is non-refundable except as set forth in this section, and will be retained by GATECH as liquidated damages if the Customer cancels or materially changes the scope or scheduling of the work. Parts purchased for this aircraft are considered Customer property and will be provided to Customer in the event of cancellation. In the event the Purchase Order is terminated prior to completion of the obligations hereunder due to a material breach by GATECH of a material term of the Estimate/Proposal, the deposit shall be refunded to Customer within thirty (30) days of Customer’s request therefore; provided, however, in the event of a good faith dispute between Customer and GATECH of the proper disposition of the deposit, GATECH shall retain the deposit for so long as the dispute is diligently pursued in good faith until the dispute is fully and finally resolved.
Payment in full by Customer to GATECH of the amount due hereunder shall be due before the aircraft leaves the facility.
Additional progress payments may be requested based on increase or change in work scope or additional parts required.
Acceptable payments credit card (5.00% convenience fee assessed), and wire transfer.
Final payment may include additional charges associated with discrepancies not addressed in the Estimate and/or Proposal; additional work must be authorized by the Customer in writing.
A finance charge of 1.5 % per month shall be assessed on any account balances unpaid for thirty (30) days or more.
LIMITED WARRANTY: The Products are sold subject to the following LIMITED WARRANTY: GATECH WARRANTS, FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF RECEIPT, THE PRODUCTS SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, AND SHALL CONFORM TO THE SPECIFICATIONS AND DRAWINGS AGREED TO IN WRITING. THE WARRANTIES SHALL NOT APPLY TO ANY PRODUCT THAT HAS BEEN: (I) SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE, OR ACCIDENT; (II) ALTERED, MODIFIED, OR REPAIRED BY ANYONE OTHER THAN GATECH OR ITS AUTHORIZED REPRESENTATIVE; OR (III) IMPROPERLY MAINTAINED, OVERHAULED, INSTALLED, STORED, OPERATED, USED, HANDLED OR EXPOSED TO ANY ENVIRONMENTAL CONDITION NOT IN ACCORDANCE WITH GATECH’S INSTRUCTIONS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE PERIOD IDENTIFIED ABOVE. ANY WARRANTY CLAIM (A) MUST BE PRESENTED TO GATECH ON OR BEFORE THE DATE OF EXPIRATION OF THE APPLICABLE WARRANTY; (B) MUST INCLUDE AN RETURN MERCHANDIZE AUTHORIZATION NUMBER ISSUED BY GATECH, (C) A COPY OF THE ORIGINAL PURCHASE ORDER WHICH REFLECTS THE DATE THE PRODUCT WAS PURCHASED; AND (D) THE EFFECTED PRODUCT MUST BE RETURNED TO GATECH WITHIN FOURTEEN (14) DAYS AFTER DETECTION OF SUCH DEFECT OR NONCONFORMITY. FAILURE TO TIMELY PRESENT THE PRODUCT AND CLAIM SHALL RESULT IN DENIAL OF THE CLAIM. IN THE EVENT OF A BREACH OF THIS LIMITED WARRANTY, GATECH SHALL ONLY BE LIABLE FOR THE ACTUAL DAMAGES, BUT IN NO EVENT GREATER THAN THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCT. GATECH SHALL HAVE THE OPTION TO REPAIR THE PRODUCT, REPLACE THE PRODUCT, OR PAY THE PURCHASE PRICE IN THE EVENT OF A BREACH OF THIS LIMITED WARRANTY. IN NO EVENT SHALL GATECH BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM A BREACH OF THIS LIMITED WARRANTY. FOR AVOIDANCE OF DOUBT, GATECH SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF REVENUE. GATECH SHALL ALSO NOT BE LIABLE FOR ANY EXPENSE ASSOCIATED WITH THE REMOVAL, REINSTALLATION OR TRANSPORTATION OF THE PRODUCT. IN THE CASE OF COMPONENTS OR PARTS NOT MANUFACTURED BY GATECH, GATECH MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. NO ARRANGEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON GATECH UNLESS IN WRITING AND SIGNED BY GATECH.
“GATECH warrants, for a period of twelve months after the date of performance by GATECH under this Estimate/Proposal, that the services performed hereunder will comply with applicable FAA regulations in effect as of the date the work is performed, as such regulations are interpreted by the FAA office having jurisdiction over the GATECH facility.” In addition to and not in lieu of any terms contained in the Limited Warranty, EXCEPT FOR DAMAGES ARISING OUT OF GATECH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIMITED WARRANTY IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR USE.
OEM Equipment and Component Warranties
Equipment and component warranties are governed by the Original Equipment Manufacturer (OEM). Please check your warranty certificate to determine warranty details. GATECH does not warrant equipment or components. GATECH will assist the Customer, where possible, with their OEM warranty claims or components performed by GATECH to be paid by the Customer.
Avionics Equipment Warranties
GATECH warrants all workmanship on avionics installations for the term of (1) year. GATECH will repair defects in workmanship at no additional cost to Customer. New equipment warranties are governed by the OEM. Please check your warranty certificate to determine warranty details. GATECH will assist the Customer, where possible, for warranty claims on equipment installed at our facility.
CHANGE ORDER REQUESTS. All change order requests to the Purchase Order must be submitted to GATECH in writing and will not be effective until GATECH consents in writing to the change(s). GATECH will advise Purchaser in writing of the price and/or delivery schedule impact of the change request. GATECH’s acceptance of changes will be subject to Purchaser’s agreement to any price and/or delivery schedule adjustments. To protect the rights of both the Customer and GATECH, the Customer is asked to name, in writing, those persons authorized to act on their behalf regarding work on their aircraft. Any changes to the scope of work, agreed upon within an Estimate or Proposal or added after commencement of a project, will be documented in writing to the Customer.
TAXES. In addition to what is reflected on the Purchase Order, Purchaser shall pay all sales, consumer, use and other similar taxes and import duties required by law on the sale of the Products. Should any fine, excise tax, or other duty or surcharge be assessed against a shipment, Purchaser shall be responsible for such fines, duties or charges, whether assessed against GATECH or Purchaser. The portion of the cost of Customer approved expedited freight that exceeds GATECH’s normal freight cost will be billed to Customer at actual cost.
DELIVERY; SHIPPING; RISK OF LOSS. Shipping dates are approximate and require prompt receipt of all necessary Purchaser-furnished information and material if applicable. GATECH is not liable for any damages, re-procurement or other costs, and shall not be subject to any penalty, related to late deliveries. All shipments by GATECH are F.O.B. GATECH’s place of shipment, as defined in the Kansas Uniform Commercial Code. Risk of loss for Products will pass to Purchaser upon GATECH presenting Products to carrier. If Purchaser prepays shipping, insurance, or other related costs, Purchaser agrees to reimburse GATECH promptly for the actual costs incurred by GATECH.
FORCE MAJEURE. GATECH shall not be liable for any failure, loss or delay in performance resulting, in whole or in part, directly or indirectly, from fires, floods, or other acts of God; strikes, lockouts, or other labor disputes; wars, riots, embargoes, or actions by foreign, federal, state or local governments; shortages of transportation equipment, fuel or labor; or any other circumstance beyond GATECH’s reasonable control.
SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS. GATECH reserves the right, at its discretion, to use any subcontractors, subvendors or subsuppliers in GATECH’s implementation of or performance under this Purchase Order.
INSPECTION OF PRODUCTS. All Products are subject to GATECH’s quality control and inspection processes. Any additional requirements, including, without limitation, Purchaser’s inspection or testing, are at Purchaser’s sole expense. If GATECH and Purchaser agree that Purchaser is to inspect or provide for inspection at GATECH’s facility, such inspection may not interfere with GATECH’s operations and Purchaser’s approval or rejection of Products based on such inspection and/or testing must be made prior to shipment of Products. Compliance with FAA, FAR Part 145.45, paragraphs (c) and (d) Material Receiving Inspection and Airworthiness Certification Verification is required on all Customer provided parts, materials, and services. A 15% handling fee, based on current list price, will be assessed for all Customer provided parts, materials, and services including parts program services such as ProParts and CASP.
EXCHANGE AND RETURNS. All sales are final. No return of unused Products will be permitted unless previously authorized in writing by GATECH. All authorized returns will be subject to a minimum restocking fee of $250 or 25% of the sale price, whichever is greater, as well as any recertification charges.
PROTECTION OF GATECH’S RIGHTS. To the extent GATECH’s Products are subject to certain federally protected rights such as patents and/or trademarks, Purchaser agrees that it will not take any action or authorize or permit the taking of any action by Purchaser’s employees, contractors, directors, officers, members, or managers from infringing upon GATECH’s protected rights. All information, data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and documents supplied, revealed or disclosed in any form or manner to Purchaser by GATECH, or produced or created by GATECH in connection with the Products (“Information”) are proprietary and confidential to GATECH and shall be treated and protected by Purchaser as strictly confidential, and shall not be disclosed to any third party without the prior written consent of GATECH. All designs (whether detailed or conceptual) in whatever form, including software, which are prepared by GATECH in response to this Purchase Order, are the sole property of GATECH and shall be considered and protected by Purchaser as “Information” as set forth herein.
EXPORT COMPLIANCE. Purchaser shall be responsible for required compliance with the import and export laws and regulations of the United States of America, and those of any other jurisdiction or country as may be applicable, and the United States Foreign Corrupt Practices Act of 1977 (15 U.S.C. 78dd-1, 78dd-2, 78m (1998)), as amended from time to time.
NON-COMPETITION. If Purchaser is not the end user of the Products, in no event will Purchaser sell or offer for sale any of the Products to anyone other than the customer for which the Products were intended as identified by Purchaser to GATECH at the time of purchase from GATECH (the “Primary Customer”). If GATECH’s Products are sold by Purchaser to anyone other than the Primary Customer, Purchaser agrees to pay GATECH the amount received by Purchaser in excess of the amount paid by Purchaser to GATECH for the Products plus 10%. Purchaser shall keep a detailed list of customers (including addresses and the price paid) to whom GATECH’s Products are sold and shall, at the request of GATECH, deliver a copy of such list to GATECH within ten (10) business days of receipt of a request for the same.
INDEMNITY. Purchaser agrees to indemnify, defend and hold harmless GATECH from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by GATECH as a result of or arising out of the breach by Purchaser of any of the terms and provisions set forth in the Purchase Order. Each party will hold harmless and indemnify the other party against all claims, judgments, costs and fees, including attorneys’ fees, relating to infringement of patents, designs, copyrights, or trademarks to the extent that the infringing products are manufactured, sold or used in whole or in part to the indemnifying party’s specifications, designs, drawings or other technical data. To the extent that one party’s employees or agents enter on the property owned or controlled by the other party, the party employing such employees or engaging such agents will indemnify and hold harmless the other party, its officers, directors, managers, members, and/or employees from any property damage or bodily injury or death caused by such party’s employees or agents.
DEFAULT AND REMEDIES. Notwithstanding anything herein to the contrary, GATECH, at its sole discretion and in addition to any other remedies available at law, in equity, or under these terms and conditions, may suspend or deny shipments to Purchaser, and/or terminate the Purchase Order, immediately upon a default by Purchaser, including, without limitation: (i) Purchaser’s breach of the terms and conditions set forth herein; (ii) Purchaser’s insolvency, Purchaser’s filing of a voluntary petition in bankruptcy, the appointment of a receiver or trustee for Purchaser, or the sale or transfer by operation of law or otherwise to any third party the assets of Purchaser; or (iii) Purchaser’s failure to pay its obligations to GATECH according to any credit terms granted by GATECH, Purchaser providing inaccurate or misleading information in connection with any credit application, or GATECH’s determination that Purchaser’s credit is insufficient or inadequate. In addition to any and all damages GATECH may be entitled to receive as a result of Purchaser’s default hereunder, GATECH shall also receive from Purchaser reimbursement for all costs, fees and expenses, including attorneys’ fees, incurred by GATECH in enforcing its rights hereunder. If GATECH fails to fulfill its obligations hereunder, Purchaser’s sole and exclusive remedy shall be limited to (A) the termination of the Purchase Order if Purchaser has not received the ordered Products, or (B) the enforcement of the Limited Warranty if Purchaser has received the ordered Products. In no event shall GATECH be liable for any incidental, consequential, special, exemplary, punitive, or other damages arising out of any failure of GATECH hereunder. The termination of the Purchase Order by either party will not release Purchaser from the obligation to timely pay all outstanding invoices to GATECH under the Purchase Order or other purchase orders. Except as expressly provided herein, the waiver by either party, or the failure by either party to claim a default, of any provision hereof shall not be a waiver of any default or subsequent default.
CANCELATION OF PURCHASE ORDER FOR CONVENIENCE: In addition to the rights provided to GATECH upon a Purchaser default, GATECH may cancel any Purchase Order at any time and for any or no reason by providing notice to Purchaser. Purchaser may request to terminate a Purchase Order for convenience, in whole or in part, and GATECH agrees to cooperate with Purchaser in attempting to make such arrangements conditioned on Purchaser paying GATECH for all deliveries made and for all work in progress, including all applicable direct and indirect costs, settlements with suppliers, and related administrative, accounting and legal costs, plus a normal profit.
ENTIRE AGREEMENT. These terms and conditions, along with the finally accepted Order/Offer, as applicable, represents the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations or understandings of any nature with respect to such subject matter.
NOTICE. Any notice required hereby shall be in writing and shall be given to the appropriate party by (i) personal delivery, (ii) certified mail, postage prepaid, return receipt requested, or (iii) recognized overnight delivery services to GATECH at its corporate headquarters and directed to the attention of Director of Operations, and to Purchaser at the address provided to GATECH at time of the Purchase Order. If any provision hereof will for any reason be held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof.
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. These terms and conditions, together with the Purchase Order, as applicable, will be construed and interpreted in accordance with the laws of the State of Kansas, without regard to its principles of conflicts of law. Any legal action brought to enforce or construe the parties’ agreement shall be brought in the courts located in Sedgwick County, Kansas, and the parties hereby agree to the jurisdiction of such courts and agree that they will not invoke the doctrine of forum non conveniens or other similar defenses. Purchaser hereby waives trial by jury in any action or proceeding to which it may be a party arising out of or in any way pertaining to the subject matter hereof.
THESE TERMS AND CONDITIONS ARE HEREBY ACCEPTED BY PURCHASER AND ARE HEREBY INCORPORATED INTO THE PURCHASE ORDER AND SHALL GOVERN ALL PRODUCTS SOLD OR DELIVERED TO PURCHASER THEREUNDER.