Terms and Conditions of Sale
All purchase orders received by Global Aviation Co. and its affiliates, herein referred to collectively as “GAC”, become a binding contract on the terms set forth upon confirmation of purchase order by GAC. No verbal modification hereof shall be effective, no additions, extras or changes shall be binding unless made in writing and signed by an authorized employee of GAC.
The following terms and conditions of sale (“Agreement”) apply to all sales of products from GAC to Buyer. Any dissimilar or additional terms and conditions proposed by Buyer in its purchase order‚ or otherwise‚ are rejected by GAC. Buyer’s assent to this Agreement is conclusively presumed from Buyer’s failure to reasonably object in writing and from Buyer’s acceptance of all or part of the products ordered. With exception of formally executed Long Term Agreements, this Agreement represents the entire agreement of the parties and all proposals‚ negotiations‚ representations or agreements made or entered into prior to or contemporaneously with this Agreement‚ whether verbal or written‚ are cancelled and superseded by this Agreement.
1. DISCREPANCIES. GAC will send an order acknowledgement at the time of order receipt. If acknowledgement is not received or if any details on the acknowledgement do not match Buyer’s purchase order, Buyer must inform GAC immediately. This includes, but is not limited to, part numbers, prices, descriptions, lead times, PO number, etc. If GAC is not notified of such discrepancies, GAC will not be liable for any remedies due to incorrect parts, shipment delays, etc.
2. PRICES. All quotations can be subject to change without notice prior to acceptance. Prices are stated in United States Dollars‚ exclusive of sales‚ use‚ excise or similar taxes, and are subject to any price adjustment necessitated by GAC’s compliance with any act of government. Any tax or other governmental charge upon the production‚ sale‚ shipment or use of the product which GAC is required to pay or collect from Buyer shall be paid by Buyer to GAC unless Buyer furnishes GAC with a tax exemption certificate acceptable to the appropriate taxing authority.
3. PAYMENT. Unless GAC has extended credit terms to Buyer in writing‚ or unless other terms are included in delivery documents issued by GAC for the products‚ payment terms are Cash In Advance in United States Dollars. For CIA orders, quoted lead times are in effect from the date payment is received. Parts will not be ordered nor will existing stock be considered reserved until payment is received. GAC reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees‚ security‚ or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment‚ GAC may defer further shipment to Buyer or‚ at its option‚ cancel the unshipped portion of Buyer’s order.
4. TERMS OF SHIPMENT‚ ACCEPTANCE. GAC will make products available to Buyer EXW (Incoterms 2010) at GAC’s pickup location. Upon pickup by Buyer’s designated freight carrier, title to products passes at the same time as risk of loss in accordance with the Incoterm EXW. By accepting products at GAC’s pickup location‚ Buyer agrees that they are free of defects. End items and/or spare parts shall be packed and packaged in accordance with reasonable commercial practice for one-way shipment by air and/or surface transportation. Buyer must inform GAC in advance of any special shipping, packing, or paperwork requirements. GAC will not be liable for any expenses resulting from a receiving quarantine nor customs clearance delays resulting from a failure to inform GAC of such requirements. Material will ship as it becomes ready unless agreed upon in writing prior to PO acceptance. If shipping instructions are not received in a timely manner and shipment is delayed, storage fees may apply and GAC may choose to invoice prior to shipment. In such cases, net terms invoices will be due within net days from date of invoice, regardless of ship date. Any packages which show being tampered with or damaged after leaving GAC dock are the responsibility of the customer, Unless agreed upon in writing by both parties prior to shipping.
5. DATE OF SHIPMENT, LEAD TIME. Shipping dates are given at the best of GAC’s knowledge based upon conditions existing at the time the order is placed, and information furnished by Buyer. GAC will‚ in good faith‚ endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date. Furthermore, delivery delays do not constitute grounds for cancellation without penalty. Lead times are subject to change without notice.
6. CANCELLATION OF ORDER BY BUYER, RETURN OF PRODUCTS FOR CREDIT. Buyer’s order may not be modified or cancelled except in writing signed by GAC and Buyer. As of May 1st all orders are Non-cancellable/non-returnable and will be subject to a 100% restocking fee unless otherwise agreed upon in writing by GAC at the time of order placement. If a return or cancellation is approved, any fees, bank or otherwise, associated with payment of an invoice may not be refunded or credited. Buyer must give notice in writing to GAC within thirty days of collection of the parts (when Parts are provided by GAC EXW) or delivery of the Parts (if other incoterms are previously agreed upon in writing), that some or all of the Parts are defective, paperwork is inadequate or some or all of the Parts are not the Parts ordered (“Non Conforming Parts”), GAC shall, at its option, repair or replace the Parts which are the subject of the Buyer’s notice or refund the price of those Parts in full. If GAC elects to repair, replace or refund the Parts, the Buyer shall, at GAC’s sole discretion: (i) at the GAC’s expense return the Parts (together with the original Trace (as defined below) in the condition in which they were delivered to the Buyer and appropriately packaged for transport in the same manner as when they were delivered to the Buyer; or (ii) at the Buyer’s expense destroy the Non Conforming Parts and provide such proof of their destruction as the GAC shall specify; or (iii) at the Buyer’s expense return the Parts (together with the original Trace (as defined below) in the condition in which they were delivered to the Buyer and appropriately packaged for transport in the same manner as when they were delivered to the Buyer . If the Buyer cancels an Order or stock reservation (in whole or in part) or returns Parts to GAC other than in accordance with this Clause (in which case GAC must first consent in writing to such cancellation or return), GAC shall be entitled to charge the Customer a restocking fee at a minimum 20% of the value of Order / stock reservation (or part-Order / stock reservation) cancelled or the Parts returned. All hardware is shipped on weight and not physical count – no credit will be given for short shipments on hardware.
7. FORCE MAJEURE. GAC shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God‚ acts of Buyer‚ acts of civil or military authority‚ priorities‚ fire‚ strikes or other labor disputes‚ accidents‚ floods‚ epidemics‚ war‚ riot‚ delays in transportation‚ lack of or inability to obtain raw materials‚ components‚ labor‚ fuel or supplies‚ or other circumstances beyond GAC’s reasonable control.
8. DISCLAIMER OF ANY WARRANTY. Buyer acknowledges that it is purchasing products from GAC in GAC’s capacity as a distributor or re-seller of such products for the manufacturers of such products. Buyer acknowledges that it will look solely to the warranty(ies), if any, provided by the manufacturer. Manufacturer warranties will transfer in full from GAC to Buyer at the time of ownership transfer and will be managed directly with each manufacturer.
9. EXCLUSIVITY OF REMEDY‚ LIMITATION OF LIABILITY. In the event Buyer claims that GAC has breached any of its obligations under these Terms ‚ GAC may request the return of the products and tender to the Buyer the purchase price therefore paid by Buyer and‚ in such event‚ GAC shall have no further obligations under these Terms except to refund such purchase price upon redelivery of the products. If GAC so requests the return of the products‚ the products shall be redelivered to GAC in accordance with GAC’s instructions at GAC’s expense. The remedies provided for in this paragraph shall constitute the sole recourse of buyer against GAC for claims relating to the sale or use of products, whether the claim
is made in tort or in contract, including claims based on warranty, negligence, strict liability, product liability, or otherwise. In no event shall GAC be liable for indirect, incidental, consequential damages, any damage to aircraft, or loss of use. Nor shall GAC’s liability for any claims or damages arising out of or connected with this agreement for the manufacture, sale, delivery, or use of the products exceed the purchase price of the product.
10. GOVERNING LAW‚ VENUE, LIMITATION OF ACTIONS. This Agreement is performed in Gwinnett County, Georgia and shall be governed by laws of the State of Georgia without regard for its conflict of laws rules and specifically excludes the U.N. Convention on Contracts for the International Sale of Goods. No action for breach of this Agreement or any covenant or warranty arising under this Agreement‚ shall be brought more than one year after the cause of action has occurred. Buyer agrees that any legal action or proceeding by Buyer against GAC with respect to this Agreement will be brought in a court of competent jurisdiction located in Gwinnett County‚ Georgia‚ USA.
11. U.S. AND INTERNATIONAL TRADE CONTROL LAWS AND REGULATIONS: Buyer will comply with all applicable import, export, and sanctions statutes, laws, regulations, and guidelines of the United States and of any jurisdiction in which Buyer does business, and with all applicable export and import licenses and their provisos. Buyer shall not make any dispositions, re-exports or diversion of the products purchased from GAC except as United States laws may expressly permit. Any trade data exchanged or obtained is for reference only and is not to be used for conducting Customs business as defined under 19 CFR Part 111. GAC makes this data available for informational purposes only. It may not reflect the most current legal developments, and GAC does not represent, warrant or guarantee that it is complete, accurate or up-to-date. This information is subject to change without notice. The information is not intended to constitute legal advice. Buyer acknowledges the export transactions from the United States that are routed export transactions are as defined in the U.S. Export Administration Regulations, 15 C.F.R. § 772.1 and Federal Trade Regulations, 15 C.F.R. § 30.1(c). Buyer as the foreign party shall be considered the Foreign Principal Party in Interest (FPPI) for these transactions, and as the FPPI authorizes their U.S. agent to facilitate the export of items from the United States on the Buyer’s behalf and prepare and file the electronic export information (EEI) in the Automated Export System (AES). Buyer will comply with 15 C.F.R. § 30.3(e)(2) and 758.1(h)(1)(i) by supplying US Agent with a Power of Attorney or other form of written authorization and will provide a copy to GAC, upon request. Buyer will also instruct their US Agent to provide GAC a copy, upon request, of the AES transaction and Airwaybill within 5 days of export to firstname.lastname@example.org or other designated email address. GAC will provide all EEI to Buyer’s US Agent as required under 15 C.F.R. § 30.3(e)(1) to complete the AES filing.
12. TRANSPORTATION SECURITY REQUIREMENTS: Buyer agrees to make a good faith effort to require its agents (including, but not limited to, brokers and freight forwarders) to (i) comply with all applicable transportation security laws and regulations, and (ii) provide proper identification and purchase order number when picking up products from GAC.