Terms & Conditions

ACCEPTANCE.  Purchaser agrees to buy and Global Aviation Technologies LLC (“GAT”) 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 GAT 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 GAT and Purchaser, or when GAT 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 GAT pursuant to the Purchase Order.  “Products” means the goods being ordered or purchased by Purchaser and/or furnished or sold by GAT pursuant to the Purchase Order.

PRICES: Unless stated otherwise in writing by GAT, 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.  GAT’s prices for Products include GAT’s standard commercial packing and packaging.  Any non-standard or special packing or packaging will be provided by GAT at additional cost to Purchaser.

PAYMENT.  All payments shall be made in accordance with the terms set forth in the Purchase Order.  GAT 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.

LIMITED WARRANTY:  The Products are sold subject to the following LIMITED WARRANTY: GAT 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  GAT  OR  ITS  AUTHORIZED REPRESENTATIVE;  OR  (III)  IMPROPERLY  MAINTAINED, OVERHAULED,  INSTALLED,  STORED,  OPERATED,  USED, HANDLED OR EXPOSED  TO ANY ENVIRONMENTAL CONDITION  NOT IN ACCORDANCE  WITH GAT’S INSTRUCTIONS.  THERE  ARE NO WARRANTIES,  EXPRESS OR IMPLIED,  WHICH  EXTEND BEYOND THE PERIOD  IDENTIFIED ABOVE.  ANY WARRANTY CLAIM  (A) MUST BE PRESENTED  TO GAT ON OR BEFORE  THE DATE OF EXPIRATION OF THE APPLICABLE WARRANTY; (B) MUST INCLUDE  AN  RETURN  MERCHANDIZE  AUTHORIZATION  NUMBER  ISSUED  BY  GAT,  (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  GAT  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, GAT SHALL ONLY BE LIABLE FOR THE ACTUAL DAMAGES, BUT IN NO EVENT GREATER  THAN THE AMOUNT OF THE PURCHASE  PRICE  OF THE PRODUCT.   GAT 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  GAT  BE  LIABLE   FOR  CONSEQUENTIAL,  SPECIAL,   EXEMPLARY,   INCIDENTAL   OR PUNITIVE  DAMAGES  RESULTING  FROM  A BREACH  OF  THIS  LIMITED   WARRANTY.    FOR  AVOIDANCE  OF DOUBT, GAT SHALL NOT BE LIABLE  FOR LOST PROFITS  OR LOSS OF REVENUE.   GAT 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 GAT, GAT MAKES NO WARRANTIES,   EXPRESS,   STATUTORY   OR  IMPLIED.     NO  ARRANGEMENT  EXTENDING   THIS  WARRANTY SHALL BE BINDING UPON GAT UNLESS IN WRITING  AND SIGNED BY GAT.

CHANGE ORDER REQUESTS.  All change order requests to the Purchase Order must be submitted to GAT in writing and will not be effective until GAT consents in writing to the change(s).   GAT will advise Purchaser in writing of the price and/or delivery schedule impact of the change request.  GAT’s acceptance of changes will be subject to Purchaser’s agreement to any price and/or delivery schedule adjustments.

February 2013 Version

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 GAT or Purchaser.

DELIVERY; SHIPPING; RISK OF LOSS.  Shipping dates are approximate and require prompt receipt of all necessary Purchaser- furnished information and material if applicable.  GAT 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 GAT are F.O.B. GAT’s place of shipment, as defined in the Kansas Uniform Commercial Code.  Risk of loss for Products will pass to Purchaser upon GAT presenting Products to carrier.  If Purchaser prepays shipping, insurance, or other related costs, Purchaser agrees to reimburse GAT promptly for the actual costs incurred by GAT.

FORCE MAJEURE.  GAT 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 GAT’s reasonable control.

SUBCONTRACTORS, SUBVENDORS AND SUBSUPPLIERS. GAT reserves the right, at its discretion, to use any subcontractors, subvendors or subsuppliers in GAT’s implementation of or performance under this Purchase Order.

INSPECTION OF PRODUCTS.   All Products are subject to GAT’s quality control and inspection processes.   Any additional requirements, including, without limitation, Purchaser’s inspection or testing, are at Purchaser’s sole expense.  If GAT and Purchaser agree that Purchaser is to inspect or provide for inspection at GAT’s facility, such inspection may not interfere with GAT’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.

EXCHANGE AND RETURNS.  All sales are final.  No return of unused Products will be permitted unless previously authorized in writing by GAT.  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 GAT’S RIGHTS.  To the extent GAT’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 GAT’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 GAT, or produced or created by GAT in connection with the Products (“Information”) are proprietary and confidential to GAT 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 GAT.  All designs (whether detailed or conceptual) in whatever form, including software, which are prepared by GAT in response to this Purchase Order, are the sole property of GAT 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 GAT at the time of purchase from GAT (the “Primary Customer”).  If GAT’s Products are sold by Purchaser to anyone other than the Primary Customer, Purchaser agrees to pay GAT the amount received by Purchaser in excess of the amount paid by Purchaser to GAT for the Products plus 10%.  Purchaser shall keep a detailed list of customers (including addresses and the price paid) to whom GAT’s Products are sold and shall, at the request of GAT, deliver a copy of such list to GAT within ten (10) business days of receipt of a request for the same.

INDEMNITY. Purchaser agrees to indemnify, defend and hold harmless GAT from and against any losses, damages, claims, injuries, expenses, costs and fees (including legal fees) incurred by GAT 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, GAT, 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 GAT according to any credit terms granted by GAT, Purchaser providing inaccurate or misleading information in connection with any credit application, or GAT’s determination that Purchaser’s credit is insufficient or inadequate.  In addition to any and all damages GAT may be entitled to receive as a result of Purchaser’s default hereunder, GAT shall also receive from Purchaser reimbursement for all costs, fees and expenses, including attorneys’ fees, incurred by GAT in enforcing its rights hereunder.  If GAT 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 GAT be liable for any incidental, consequential, special, exemplary,  punitive, or  other  damages arising out  of  any  failure  of  GAT  hereunder.    The termination of the Purchase Order by either party will not release Purchaser from the obligation to timely pay all outstanding invoices to GAT 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 GAT upon a Purchaser default, GAT 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 GAT agrees to cooperate with Purchaser in attempting to make such arrangements conditioned on Purchaser paying GAT 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 GAT at its corporate headquarters and directed to the attention of Director of Operations, and to Purchaser at the address provided to GAT 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.

1. Right of Entry – At any time during the performance of this contract or for a seven year period after completion, a representative of Global Aviation Technologies, or its customer shall have the right to enter the Seller’s facility for the purpose of auditing,  inspection, or to verify that all work performed is/was in strict compliance with this purchase order applicable  specification and regulations.

2. Control of Quality System to FAA-PMA & AS9100c – The Seller shall provide a quality system that complies with “PMA Inspection System Requirements” or shall be AS9100c compliant.   At any time during the performance of this order, GAT reserves the right to review, verify and audit the Seller’s inspection system, calibration system, and manufacturing processe  Final acceptance  of supplies and services shall be made at GAT unless otherwise stated in the order.

3. Control of Measuring Equipment Traceable to the National Institute of Standards Technology (NIST) – The Seller shall provide and maintain a system for measuring and test equipment to NIST “Calibration System Requirements”. At any time during the performance of this order, GAT reserves the right to review, verify, and/or audit the Seller’s calibration system.

4. Subcontracting by Seller – The Seller shall notify GAT of any proposed sub-tier subcontracting on this order for special processes, testing, and/or machining.  The Seller’s sub-tier subcontractors shall be subject to approval by GAT Quality Assurance Department.

5. Certificate of Conformance – Each shipment shall be accompanied by a legible copy of a certificate of conformance.

6. Qualification Records – The Seller shall make available all records of qualifications for operators and equipment for any special processes (e.g. welding, magnetic particle inspection, radiographic inspection, et) and shall denote whether the processes were performed at the Seller’s facility or at a subcontractor’s facility.

7. Certified Material Test Reports – Each shipment shall be accompanied by a legible copy of actual analysis as applicable,  type, grade, and class or specific tests of materials supplied in accordance with this order. All items having a shelf life must have cure dates or other information applicable  to documenting the expirationdate.  Material must be identified by a heat, batch, or lot number traceable to actual analysis records or actual analysis shall be filed and available for review upon request. All certified material test reports shall contain the following as a minimum”

a. Name of company and date.

b. GAT purchase order number.

c. Nomenclature of material supplied.

d. Actual analysis of materials.

e. Signature of authorized personnel and date.

8. Certification of Special Process – Each shipment must be accompanied by a legible copy of a certification that identifies the special process used such as, but not limited to, heat treating, plating or coating, shot peening, or as described in this order. Detailed descriptions for specific inspections must be indicated  as described in this order such as penetrant testing, magnetic particle, radiographic, or ultrasonic inspectio  All welding certifications must include the welder’s stamp or identification number traceable to the applicable qualification and test records.  Qualification records, when applicable  for welding and specific inspections, shall be on file and available for review upon request.  Certifications shall include the following as a minimum

a. Name of company and date.

b. GAT purchase order number, drawing number and revision.

c. Complete nomenclature or specification, revision, type, grade, class and acceptance/ rejection criteria as applicable.

d. Statement that includes, “All qualifications/ inspection records are available for review upon request”.

e. Signature of authorized personnel, title, and date.

9. Handling and Workmanship – Care shall be taken during handling  as not to damage parts due to nicks, scratches, gouges on threads, corners or surface  All items on this order shall be manufactured and finished to the highest workmanship standards.  Particular attention shall be given to cleaning, foreign materials, identifications, and overall appearance. The cleaning methods shall not be injurious to any of the items, nor shall the items be contaminated by the cleaning agent.

10. Marking and Packing – All packages supplied on this order shall be marked with the GAT purchase order number and item number. Items shall be packaged  in a manner that shall assure adequate protection from damage and corrosion during handling  and transit. This provision does not change any specific packaging requirements specified in the purchase order.

11. Source Inspection  Required – Source inspection, either by GAT or their customer, is to be performed at the Seller’s facility prior to shipment.   Contact  GAT upon receipt of this order for appropriate scheduling requirement

12. Inspection reports completed by the Seller which provide evidence of inspection and compliance to all applicable  drawings and specifications are required with the delivered part

13. GAT Supplied Materials – Some or all of the materials to be used in the manufacture of this order will be supplied by GAT.  Replacement or substitution of the materials supplied by GAT is prohibited unless approved by GAT in writing. The Seller shall provide a signed statement of compliance that states:  “The materials supplied by GAT were used in the manufacture of the parts and that only the materials supplied were used to produce the parts”.

14. Changes in Product and/or Process Definition – The Seller is required to notify GAT of changes in product and/or process definition and, where required, obtain organizational approval.

15. Changes in Material or Design Details – The Seller agrees to not make any change in materials or design details which would affect the part or any component  part thereof with regard to (a) part number identification (b) physical or functional  interchangeability and (c) repair and overhaul procedures and processes and material changes which affect these processes without prior approval of GAT and without revising the part numbers and the originals of all drawings or data.

16. Material and/or Finished Part Testing – The Seller shall certify that material and/or finished parts shall be controlled and tested in accordance with, and shall meet, specified order requirements, and that all applicable records are on file subject to examinatio The Seller shall furnish certified copies of test and/or control data upon request from the GAT procurement representative.

17. Evidence of Acceptance by Quality Assurance – The Seller shall provide evidence of acceptance  by its quality assurance department on all shipment   (a) Certified physical and metallurgical test reports where required by controlling specification, or (b) a signed, dated statement on the packing sheet certifying its quality assurance department has inspected the parts and they adhere to all applicable  drawings and/or specifications.

18. Discrepancies in Process or Product – The Seller shall immediately  notify GAT in writing when discrepancies in Seller’s processes or product are discovered or suspected for products Seller has delivered or will deliver under this agreement.

19. First Article Inspection  – First Article Inspection  (FAI) shall be performed by the Seller.  The Seller shall inspect each characteristic of each detail part and/or assembly drawing and provide inspection documentation that the part and/or assembly meets the requirements of each drawing. The actual part/assembly that represents the FAI shall be identified as suc  The Seller shall provide a markup (ballooned) drawing with the FAI inspection documentation that corresponds to each feature represented on the inspection documentation.